Citizens Holding (CIZN) 10-Q 2017 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission File Number:001-15375

CITIZENS HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Mississippi	64-0666512
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

521 Main Street, Philadelphia, MS	39350
(Address of principal executive offices)	(Zip Code)

601-656-4692

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).    ☒  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller Reporting Company	☐

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    ☐  Yes    ☒  No

Number of shares outstanding of each of the issuer’s classes of common stock, as of May 5, 2017:

Title	Outstanding
Common Stock, $0.20 par value	4,894,579

CITIZENS HOLDING COMPANY

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	1
Item 1.	Consolidated Financial Statements.	1
	Consolidated Statements of Condition March  31, 2017 (Unaudited) and December 31, 2016 (Audited)	1
	Consolidated Statements of Income for the Three months ended March  31, 2017 (Unaudited) and 2016 (Unaudited)	2
	Consolidated Statements of Comprehensive Income for the Three months ended March 31, 2017 (Unaudited) and 2016 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Three months ended March  31, 2017 (Unaudited) and 2016 (Unaudited)	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	44
Item 4.	Controls and Procedures.	47
PART II.	OTHER INFORMATION	48
Item 1.	Legal Proceedings.	48
Item 1A.	Risk Factors.	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.*
Item 3.	Defaults Upon Senior Securities.*
Item 4.	Mine Safety Disclosures.*
Item 5.	Other Information.*
Item 6.	Exhibits.	49
*	None or Not Applicable.
SIGNATURES		50

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

CITIZENS HOLDING COMPANY CONSOLIDATED STATEMENTS OF CONDITION

	March 31,			December 31,
	2017			2016
	(Unaudited)			(Audited)
ASSETS
Cash and due from banks	$	27,706,912		$	21,688,557
Interest bearing deposits with other banks		73,714,719			48,603,182
Investment securities available for sale, at fair value		489,941,021			496,124,574
Loans, net of allowance for loan losses of $3,701,914 in 2017 and $3,902,796 in 2016		389,183,439			390,148,343
Premises and equipment, net		19,451,561			18,664,084
Other real estate owned, net		4,352,609			4,443,010
Accrued interest receivable		4,410,732			4,720,189
Cash surrender value of life insurance		24,020,672			23,890,333
Deferred tax assets, net		9,000,890			10,634,669
Other assets		6,226,193			6,294,966
TOTAL ASSETS	$	1,048,008,748		$	1,025,211,907
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Deposits:
Noninterest-bearing demand	$	154,378,785		$	149,512,941
Interest-bearing NOW and money market accounts		364,334,436			340,180,286
Savings deposits		76,393,262			73,745,005
Certificates of deposit		194,108,393			196,714,108
Total deposits		789,214,876			760,152,340
Securities sold under agreement to repurchase		141,098,287			150,282,913
Federal Home Loan Bank advances		20,000,000			20,000,000
Accrued interest payable		194,140			199,368
Deferred compensation payable		8,331,957			8,209,427
Other liabilities		951,346			1,308,464
Total liabilities		959,790,606			940,152,512
SHAREHOLDERS’ EQUITY
Common stock; $0.20 par value, 22,500,000 shares authorized, 4,887,079 shares issued and outstanding at March 31, 2017 and 4,882,579 shares issued and outstanding at December 31, 2016		977,416			976,516
Additionalpaid-in capital		3,934,261			3,802,204
Retained earnings		91,264,115			90,999,689
Accumulated other comprehensive loss, net of tax benefit of $4,733,977 in 2017 and $6,376,702 in 2016		(7,957,650	)		(10,719,014	)
Total shareholders’ equity		88,218,142			85,059,395
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,048,008,748		$	1,025,211,907

The accompanying notes are an integral part of these financial statements.

1

CITIZENS HOLDING COMPANY

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	Ended March 31,
	2017			2016
INTEREST INCOME
Loans, including fees	$	4,568,079		$	4,784,505
Investment securities		2,832,451			2,715,730
Other interest		68,547			79,499
Total interest income		7,469,077			7,579,734
INTEREST EXPENSE
Deposits		477,642			468,458
Other borrowed funds		329,805			300,602
Total interest expense		807,447			769,060
NET INTEREST INCOME		6,661,630			6,810,674
(REVERSAL OF) PROVISION FOR LOAN LOSSES		(151,220	)		60,498
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		6,812,850			6,750,176
OTHER INCOME
Service charges on deposit accounts		1,042,031			886,804
Other service charges and fees		616,772			586,422
Other operating income		275,457			342,462
Total other income		1,934,260			1,815,688
OTHER EXPENSES
Salaries and employee benefits		3,663,804			3,402,318
Occupancy expense		1,310,243			1,329,204
Other operating expense		2,135,109			1,912,793
Total other expenses		7,109,156			6,644,315
INCOME BEFORE PROVISION FOR INCOME TAXES		1,637,954			1,921,549
PROVISION FOR INCOME TAXES		200,629			395,379
NET INCOME	$	1,437,325		$	1,526,170
NET INCOME PER SHARE -Basic	$	0.29		$	0.31
-Diluted	$	0.29		$	0.31
DIVIDENDS PAID PER SHARE	$	0.24		$	0.24

The accompanying notes are an integral part of these financial statements.

2

CITIZENS HOLDING COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Ended March 31,
	2017			2016
Net income	$	1,437,325		$	1,526,170
Other comprehensive income
Securitiesavailable-for-sale
Unrealized holding gains		4,404,089			1,856,204
Income tax effect		(1,642,725	)		(692,364	)
		2,761,364			1,163,840
Securities transferred fromavailable-for-sale toheld-to-maturity
Amortization of net unrealized losses during the period		—			831,088
Income tax effect		—			(309,996	)
		—			521,092
Total other comprehensive income		2,761,364			1,684,932
Comprehensive income	$	4,198,689		$	3,211,102

The accompanying notes are an integral part of these financial statements.

3

CITIZENS HOLDING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Ended March 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities	$	2,350,831		$	792,198
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of securities available for sale		11,142,246			27,129,213
Proceeds from maturities and calls of securities held to maturity		—			10,000,000
Purchases of investment securities available for sale		(1,322,106	)		(107,664,521	)
Purchases of bank premises and equipment		(1,023,788	)		(29,244	)
(Increase) decrease in interest bearing deposits with other banks		(25,111,537	)		41,382,005
Proceeds from sale of other real estate		82,550			194,739
Net decrease in loans		1,104,924			13,575,364
Net cash used by investing activities		(15,127,711	)		(15,412,444	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		29,060,135			36,885,617
Net change in securities sold under agreement to repurchase		(9,184,626	)		(9,461,991	)
Exercise of stock options		92,625			—
Payment of dividends		(1,172,899	)		(1,170,238	)
Net cash provided by financing activities		18,795,235			26,253,388
Net increase in cash and due from banks		6,018,355			11,633,142
Cash and due from banks, beginning of period		21,688,557			14,947,690
Cash and due from banks, end of period	$	27,706,912		$	26,580,832

The accompanying notes are an integral part of these financial statements.

4

CITIZENS HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of and for the three months ended March 31, 2017

(Unaudited)

Note 1. Basis of Presentation

These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, these interim consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The interim consolidated financial statements are unaudited and reflect all adjustments and reclassifications, which, in the opinion of management, are necessary for a fair presentation of the results of operations and financial condition as of and for the interim periods presented. All adjustments and reclassifications are of a normal and recurring nature. Results for the period ended March 31, 2017 are not necessarily indicative of the results that may be expected for any other interim period or for the year as a whole.

The interim consolidated financial statements of Citizens Holding Company include the accounts of its wholly-owned subsidiary, The Citizens Bank of Philadelphia (the “Bank” and collectively with Citizens Holding Company, the “Corporation”). All significant intercompany transactions have been eliminated in consolidation.

For further information and significant accounting policies of the Corporation, see the Notes to Consolidated Financial Statements of Citizens Holding Company included in the Corporation’s Annual Report on Form10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 15, 2017.

Note 2. Commitments and Contingent Liabilities

In the ordinary course of business, the Corporation enters into commitments to extend credit to its customers. The unused portion of these commitments is not reflected in the accompanying financial statements. As of March 31, 2017, the Corporation had entered into loan commitments with certain customers with an aggregate unused balance of $35,517,643 compared to an aggregate unused balance of $37,194,220 at December 31, 2016. There were $3,370,180 of letters of credit outstanding at March 31, 2017 and $3,456,180 at December 31, 2016. The fair value of such commitments is not considered material because letters of credit and loan commitments often are not used in their entirety, if at all, before they expire. The balances of such letters and commitments should not be used to project actual future liquidity requirements. However, the Corporation does incorporate expectations about the utilization under its credit-related commitments and into its asset and liability management program.

The Corporation is a party to lawsuits and other claims that arise in the ordinary course of business, all of which are being vigorously contested. In the regular course of business, management evaluates estimated losses or costs related to litigation, and provisions are made for anticipated losses whenever management believes that such losses are probable and can be reasonably estimated. At the present time, management believes, based on the advice of legal counsel, that the final resolution of pending legal proceedings will not likely have a material impact on the Corporation’s consolidated financial condition or results of operations.

5

Note 3. Net Income per Share

Net income per share - basic has been computed based on the weighted average number of shares outstanding during each period. Net income per share - diluted has been computed based on the weighted average number of shares outstanding during each period plus the dilutive effect of outstanding stock options using the treasury stock method. Net income per share was computed as follows:

	For the Three Months
	Ended March 31,
	2017		2016
Basic weighted average shares outstanding		4,883,679		4,875,079
Dilutive effect of granted options		14,214		10,061
Diluted weighted average shares outstanding		4,897,893		4,885,140
Net income	$	1,437,325	$	1,526,170
Net income per share-basic	$	0.29	$	0.31
Net income per share-diluted	$	0.29	$	0.31

Note 4. Equity Compensation Plans

The Corporation has adopted the 2013 Incentive Compensation Plan (the “2013 Plan”), which the Corporation intends to use for all future equity grants to employees, directors or consultants until the termination or expiration of the 2013 Plan.

Prior to the adoption of the 2013 Plan, the Corporation utilized two stock-based compensation plans, the 1999 Directors’ Stock Compensation Plan (the “Directors’ Plan”) for directors, and the 1999 Employees’ Long-Term Incentive Plan (the “Employees’ Plan”) for employees, both of which have expired.

6

The following table is a summary of the stock option activity for the three months ended March 31, 2017.

	Directors’ Plan					Employees’ Plan				2013 Plan
	Number of Shares			Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Outstanding at December 31, 2016		78,000		$	21.08		—	$	—		—	$	—
Granted		—			—		—		—		—		—
Exercised		(4,500	)		20.58		—		—		—		—
Expired		—			—		—		—		—		—
Outstanding at March 31, 2017		73,500		$	21.11		—	$	—		—	$	—

The intrinsic value of options previously granted under the Directors’ Plan at March 31, 2017, was $268,800, the intrinsic value of options previously granted under the Employees’ Plan at March 31, 2017, was $0, and since there were no options granted under the 2013 Plan during the three-month period ended March 31, 2017, the current intrinsic value for the 2013 Plan at March 31, 2017 is $0, for an aggregate intrinsic value at March 31, 2017, of $268,800.

During the quarter ended June 30, 2016, the Corporation’s directors received restricted stock grants totaling 7,500 shares of common stock under the 2013 Plan. These grants vest over aone-year period ending April 27, 2017 during which time the recipients have rights to vote the shares and to receive dividends. The grant date fair value of these shares was $161,325 and will be recognized over theone-year vesting period at a cost of $13,444 per month less deferred taxes of $5,016 per month. Also during the quarter ended June 30, 2016, there were 1,500 shares of restricted stock that vested pursuant to an incentive plan for senior management.

Note 5. Income Taxes

The income tax topic of the Accounting Standards Codification (“ASC”) defines the threshold for recognizing the benefits of tax return positions in the financial statements as“more-likely-than-not” to be sustained by the taxing authority. This topic also provides guidance on thede-recognition, measurement and classification of income tax uncertainties, along with any related interest and penalties, and includes guidance concerning accounting for income tax uncertainties in interim periods. As of March 31, 2017, the Corporation had no unrecognized tax benefits related to federal and state income tax matters. Therefore, the Corporation does not anticipate any material increase or decrease in the effective tax rate during 2016 relative to any tax positions taken. It is the Corporation’s policy to recognize interest or penalties related to income tax matters in income tax expense.

The Corporation files a consolidated United States federal income tax return. The Corporation is currently open to audit under the statute of limitations by the Internal Revenue Service for all tax years after 2013. The Corporation’s consolidated state income tax returns are also open to audit under the statute of limitations for the same period.

7

Note 6. Securities

The amortized cost and estimated fair value of securitiesavailable-for-sale and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:

March 31, 2017			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
Securitiesavailable-for-sale
Obligations of U.S. Government agencies	$	204,424,326	$	—	$	4,872,074	$	199,552,252
Mortgage backed securities		147,072,647		334,610		3,841,670		143,565,587
State, County, Municipals		148,270,381		1,305,634		5,738,592		143,837,423
Other investments		2,865,293		120,466		—		2,985,759
Total	$	502,632,647	$	1,760,710	$	14,452,336	$	489,941,021
December 31, 2016			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
Securitiesavailable-for-sale
Obligations of U.S. Government agencies	$	207,080,794	$	—	$	7,114,186	$	199,966,608
Mortgage backed securities		152,765,924		340,419		4,841,633		148,264,710
State, County, Municipals		150,503,811		1,269,356		6,851,017		144,922,150
Other investments		2,869,761		101,345		—		2,971,106
Total	$	513,220,290	$	1,711,120	$	18,806,836	$	496,124,574

The amortized cost and estimated fair value of securities by contractual maturity at March 31, 2017 and December 31, 2016 are shown below. Actual maturities may differ from contractual maturities because issuers have the right to call or prepay certain obligations.

	March 31, 2017				December 31, 2016
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Available-for-sale
Due in one year or less	$	5,356,998	$	5,372,879	$	6,333,181	$	6,370,921
Due after one year through five years		52,866,510		52,817,589		30,059,503		30,278,557
Due after five years through ten years		103,343,414		101,454,474		126,336,589		122,562,724
Due after ten years		341,065,725		330,296,079		350,491,017		336,912,372
Total	$	502,632,647	$	489,941,021	$	513,220,290	$	496,124,574

8

The tables below show the Corporation’s gross unrealized losses and fair value ofavailable-for-sale andheld-to-maturity investments, aggregated by investment category and length of time that individual investments were in a continuous loss position at March 31, 2017 and December 31, 2016.

A summary of unrealized loss information for securitiesavailable-for-sale, categorized by security type follows (in thousands):

March 31, 2017	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Description of Securities	Value		Losses		Value		Losses		Value		Losses
Obligations of U.S. government agencies	$	194,896	$	4,562	$	4,656	$	310	$	199,552	$	4,872
Mortgage backed securities		114,363		3,314		23,050		527		137,413		3,841
State, County, Municipal		88,822		5,594		3,381		145		92,203		5,739
Total	$	398,081	$	13,470	$	31,087	$	982	$	429,168	$	14,452
	Less than 12 months				12 months or more				Total
December 31, 2016	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Description of Securities
Obligations of U.S. government agencies	$	195,363	$	6,753	$	4,604	$	362	$	199,967	$	7,115
Mortgage backed securities		117,438		4,183		24,353		658		141,791		4,841
State, County, Municipal		95,088		6,663		3,092		188		98,180		6,851
Total	$	407,889	$	17,599	$	32,049	$	1,208	$	439,938	$	18,807

The Corporation’s unrealized losses on its obligations of United States government agencies, mortgage backed securities and state, county and municipal bonds are the result of an upward trend in interest rates, mainly in themid-term sector. None of the unrealized losses disclosed in the previous table are related to credit deterioration. The Corporation has determined that none of the securities in this classification were other-than-temporarily impaired at March 31, 2017 nor at December 31, 2016.

9

Note 7. Loans

The composition of net loans (in thousands) at March 31, 2017 and December 31, 2016 was as follows:

	March 31, 2017			December 31, 2016
Real Estate:
Land Development and Construction	$	26,757		$	23,793
Farmland		17,288			18,175
1-4 Family Mortgages		96,040			97,812
Commercial Real Estate		178,466			180,880
Total Real Estate Loans		318,551			320,660
Business Loans:
Commercial and Industrial Loans		55,728			53,761
Farm Production and Other Farm Loans		866			765
Total Business Loans		56,594			54,526
Consumer Loans:
Credit Cards		1,125			1,156
Other Consumer Loans		17,063			18,310
Total Consumer Loans		18,188			19,466
Total Gross Loans		393,333			394,652
Unearned Income		(448	)		(601	)
Allowance for Loan Losses		(3,702	)		(3,903	)
Loans, net	$	389,183		$	390,148

Loans are considered to be past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed onnon-accrual status, when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed onnon-accrual status regardless of whether such loans are considered past due. When interest accruals are discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

10

Period-end,non-accrual loans (in thousands), segregated by class, were as follows:

	March 31, 2017		December 31, 2016
Real Estate:
Land Development and Construction	$	128	$	133
Farmland		298		234
1-4 Family Mortgages		2,246		1,954
Commercial Real Estate		6,061		6,293
Total Real Estate Loans		8,733		8,614
Business Loans:
Commercial and Industrial Loans		153		239
Total Business Loans		153		239
Consumer Loans:
Other Consumer Loans		100		26
Total Consumer Loans		100		26
Total Nonaccrual Loans	$	8,986	$	8,879

11

An aging analysis of past due loans (in thousands), segregated by class, as of March 31, 2017, was as follows:

	Loans 30-89 Days Past Due		Loans 90 or more Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or more Days Past Due
Real Estate:
Land Development and Construction	$	151	$	78	$	229	$	26,528	$	26,757	$	—
Farmland		358		62		420		16,868		17,288		—
1-4 Family Mortgages		1,782		208		1,990		94,050		96,040		1
Commercial Real Estate		1,601		305		1,906		176,560		178,466		15
Total Real Estate Loans		3,892		653		4,545		314,006		318,551		16
Business Loans:
Commercial and Industrial Loans		207		61		268		55,460		55,728		—
Farm Production and Other Farm Loans		9		—		9		857		866		—
Total Business Loans		216		61		277		56,317		56,594		—
Consumer Loans:
Credit Cards		17		5		22		1,103		1,125		5
Other Consumer Loans		485		43		528		16,535		17,063		43
Total Consumer Loans		502		48		550		17,638		18,188		48
Total Loans	$	4,610	$	762	$	5,372	$	387,961	$	393,333	$	64

12

An aging analysis of past due loans (in thousands), segregated by class, as of December 31, 2016 was as follows:

	Loans 30-89 Days Past Due		Loans 90 or more Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or more Days Past Due
Real Estate:
Land Development and Construction	$	208	$	78	$	286	$	23,507	$	23,793	$	—
Farmland		584		65		649		17,526		18,175		—
1-4 Family Mortgages		2,993		596		3,589		94,223		97,812		179
Commercial Real Estate		903		185		1,088		179,792		180,880		—
Total Real Estate Loans		4,688		924		5,612		315,048		320,660		179
Business Loans:
Commercial and Industrial Loans		66		186		252		53,509		53,761		—
Farm Production and Other Farm Loans		—		—		—		765		765		—
Total Business Loans		66		186		252		54,274		54,526		—
Consumer Loans:
Credit Cards		7		3		10		1,146		1,156		3
Other Consumer Loans		788		27		815		17,495		18,310		27
Total Consumer Loans		795		30		825		18,641		19,466		30
Total Loans	$	5,549	$	1,140	$	6,689	$	387,963	$	394,652	$	209

Loans are considered impaired when, based on current information and events, it is probable the Corporation will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. In determining which loans to evaluate for impairment, management looks at all loans over $100,000 that are past due loans, bankruptcy filings and any situation that might lend itself to cause a borrower to be unable to repay the loan according to the original agreement terms. If a loan is determined to be impaired and the collateral is deemed to be insufficient to fully repay the loan, a specific reserve will be established. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans or portions thereof, arecharged-off when deemed uncollectible.

13

Impaired loans (in thousands) as of March 31, 2017, segregated by class, were as follows:

			Recorded		Recorded
	Unpaid		Investment		Investment		Total				Average
	Principal		With No		With		Recorded		Related		Recorded
	Balance		Allowance		Allowance		Investment		Allowance		Allowance
Real Estate:
Land Development and Construction	$	—	$	—	$	—	$	—	$	—	$	—
Farmland		—		—		—		—		—		14
1-4 Family Mortgages		684		—		684		684		171		211
Commercial Real Estate		5,241		—		5,241		5,241		479		474
Total Real Estate Loans		5,925		—		5,925		5,925		650		699
Business Loans:
Commercial and Industrial Loans		61		—		61		61		61		50
Farm Production and Other Farm Loans		—		—		—		—		—		—
Total Business Loans		61		—		61		61		61		50
Total Loans	$	5,986	$	—	$	5,986	$	5,986	$	711	$	749

Impaired loans (in thousands) as of December 31, 2016, segregated by class, were as follows:

			Recorded		Recorded
	Unpaid		Investment		Investment		Total				Average
	Principal		With No		With		Recorded		Related		Recorded
	Balance		Allowance		Allowance		Investment		Allowance		Allowance
Real Estate:
Land Development and Construction	$	—	$	—	$	—	$	—	$	—	$	43
Farmland		163		—		163		163		28		87
1-4 Family Mortgages		1,448		—		1,448		1,448		252		218
Commercial Real Estate		5,327		—		5,327		5,327		469		1,577
Total Real Estate Loans		6,938		—		6,938		6,938		749		1,925
Business Loans:
Commercial and Industrial Loans		126		—		126		126		38		19
Farm Production and Other Farm Loans		—		—		—		—		—		—
Total Business Loans		126		—		126		126		38		19
Total Loans	$	7,064	$	—	$	7,064	$	7,064	$	787	$	1,944

14

The following table presents troubled debt restructurings (in thousands, except for number of loans), segregated by class:

			Pre-Modification		Post-Modification
			Outstanding		Outstanding
	Number of		Recorded		Recorded
March 31, 2017	Loans		Investment		Investment
Commercial real estate		3	$	4,871	$	3,272
Total		3	$	4,871	$	3,272
			Pre-Modification		Post-Modification
			Outstanding		Outstanding
	Number of		Recorded		Recorded
December 31, 2016	Loans		Investment		Investment
Commercial real estate		3	$	4,871	$	3,288
Total		3	$	4,871	$	3,288

Changes in the Corporation’s troubled debt restructurings (in thousands, except for number of loans) are set forth in the table below:

	Number		Recorded
	of Loans		Investment
Totals at January 1, 2017		3	$	3,288
Reductions due to:
Principal paydowns				(16	)
Total at March 31, 2017		3	$	3,272

The allocated allowance for loan losses attributable to restructured loans was $174,274 at March 31, 2017 and December 31, 2016. The Corporation had no remaining availability under commitments to lend additional funds on these troubled debt restructurings as of March 31, 2017.

15

The Corporation utilizes a risk grading matrix to assign a risk grade to each of its loans when originated and is updated as factors related to the strength of the loan changes. Loans are graded on a scale of 1 to 9. A description of the general characteristics of the 9 risk grades follows.

Grade 1. MINIMAL RISK - These loans are without loss exposure to the Corporation. This classification is reserved for only the best, well secured loans to borrowers with significant capital strength, low leverage, stable earnings and growth and other readily available financing alternatives. This type of loan would also include loans secured by a program of the government.

Grade 2. MODEST RISK - These loans include borrowers with solid credit quality and moderate risk of loss. These loans may be fully secured by certificates of deposit with another reputable financial institution, or secured by readily marketable securities with acceptable margins.

Grade 3. AVERAGE RISK - This is the rating assigned to the majority of the loans held by the Corporation. This includes loans with average loss exposure and average overall quality. These loans should liquidate through possessing adequate collateral and adequate earnings of the borrower. In addition, these loans are properly documented and are in accordance with all aspects of the current loan policy.

Grade 4. ACCEPTABLE RISK - Borrower generates sufficient cash flow to fund debt service but most working asset and capital expansion needs are provided from external sources. Profitability and key balance sheet ratios are usually close to peers but one or more may be higher than peers.

Grade 5. MANAGEMENT ATTENTION - Borrower has significant weaknesses resulting from performance trends or management concerns. The financial condition of the borrower has taken a negative turn and may be temporarily strained. Cash flow is weak but cash reserves remain adequate to meet debt service. Management weakness is evident.

Grade 6. OTHER LOANS ESPECIALLY MENTIONED (“OLEM”) - Loans in this category are fundamentally sound but possess some weaknesses. OLEM loans have potential weaknesses which may, if not checked or corrected, weaken the asset or inadequately protect the bank’s credit position at some future date. These loans have an identifiable weakness in credit, collateral, or repayment ability but there is no expectation of loss.

Grade 7. SUBSTANDARD ASSETS - Assets classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets classified as substandard must have a well-defined weakness based upon objective evidence. Assets classified as substandard are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. The possibility that liquidation would not be timely requires a substandard classification even if there is little likelihood of total loss.

16

Grade 8. DOUBTFUL - A loan classified as doubtful has all the weaknesses of a substandard classification and the added characteristic that the weakness makes collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable or improbable. The possibility of loss is extremely high, but because of certain important and reasonable specific pending factors which may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined. A doubtful classification could reflect the fact that the primary source of repayment is gone and serious doubt exists as to the quality of a secondary source of repayment.

Grade 9. LOSS - Loans classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may occur in the future. Also included in this classification is the defined loss portion of loans rated substandard assets and doubtful assets.

These internally assigned grades are updated on a continual basis throughout the course of the year and represent management’s most updated judgment regarding grades at March 31, 2017.

The following table details the amount of gross loans (in thousands), segregated by loan grade and class, as of March 31, 2017:

			Special
	Satisfactory		Mention		Substandard		Doubtful		Loss		Total
	1,2,3,4		5,6		7		8		9		Loans
Real Estate:
Land Development and Construction	$	26,082	$	333	$	342	$	—	$	—	$	26,757
Farmland		15,780		604		904		—		—		17,288
1-4 Family Mortgages		84,941		2,116		8,983		—		—		96,040
Commercial Real Estate		159,175		11,089		8,202		—		—		178,466
Total Real Estate Loans		285,978		14,142		18,431		—		—		318,551
Business Loans:
Commercial and Industrial Loans		54,004		1,459		204		—		61		55,728
Farm Production and Other Farm Loans		832		25		9		—		—		866
Total Business Loans		54,836		1,484		213		—		61		56,594
Consumer Loans:
Credit Cards		1,120		—		5		—		—		1,125
Other Consumer Loans		16,692		70		300		1		—		17,063
Total Consumer Loans		17,812		70		305		1		—		18,188
Total Loans	$	358,626	$	15,696	$	18,949	$	1	$	61	$	393,333

17

The following table details the amount of gross loans (in thousands) segregated by loan grade and class, as of December 31, 2016:

	Satisfactory 1,2,3,4		Special Mention 5,6		Substandard 7		Doubtful 8		Loss 9		Total Loans
Real Estate:
Land Development and Construction	$	23,038	$	186	$	569	$	—	$	—	$	23,793
Farmland		16,448		776		951		—		—		18,175
1-4 Family Mortgages		86,043		1,754		10,015		—		—		97,812
Commercial Real Estate		161,323		11,072		8,485		—		—		180,880
Total Real Estate Loans		286,852		13,788		20,020		—		—		320,660
Business Loans:
Commercial and Industrial Loans		51,985		1,427		349		—		—		53,761
Farm Production and Other Farm Loans		727		28		10		—		—		765
Total Business Loans		52,712		1,455		359		—		—		54,526
Consumer Loans:
Credit Cards		1,153		—		3		—		—		1,156
Other Consumer Loans		18,027		149		132		2		—		18,310
Total Consumer Loans		19,180		149		135		2		—		19,466
Total Loans	$	358,744	$	15,392	$	20,514	$	2	$	—	$	394,652

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio.

The allowance on the majority of the loan portfolio is calculated using a historical chargeoff percentage applied to the current loan balances by loan segment. This historical period is the average of the previous twenty quarters with the most current quarters weighted more heavily to show the effect of the most recent chargeoff activity. This percentage is also adjusted for economic factors such as local unemployment and general business conditions, both local and nationwide.

The group of loans that are considered to be impaired are individually evaluated for possible loss and a specific reserve is established to cover any loss contingency. Loans that are determined to be a loss with no benefit of remaining in the portfolio are charged off to the allowance. These specific reserves are reviewed periodically for continued impairment and adequacy of the specific reserve and are adjusted when necessary.

18

The following table details activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2017:

	Real			Business
March 31, 2017	Estate			Loans		Consumer			Total
Beginning Balance, January 1, 2017	$	3,117,134		$	257,554	$	528,108		$	3,902,796
Provision for possible loan losses		(282,820	)		175,477		(43,877	)		(151,220	)
Chargeoffs		4,107			67,850		12,046			84,003
Recoveries		12,465			254		21,622			34,341
Net chargeoffs		(8,358	)		67,596		(9,576	)		49,662
Ending Balance	$	2,842,672		$	365,435	$	493,807		$	3,701,914
Period end allowance allocated to:
Loans individually evaluated for impairment	$	649,449		$	61,288	$	—		$	710,737
Loans collectively evaluated for impairment		2,193,223			304,147		493,807			2,991,177
Ending Balance, March 31, 2017	$	2,842,672		$	365,435	$	493,807		$	3,701,914

The following table details activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2016:

	Real			Business
March 31, 2016	Estate			Loans			Consumer			Total
Beginning Balance, January 1, 2016	$	5,238,895		$	643,248		$	591,560		$	6,473,703
Provision for possible loan losses		(5,593	)		(39,517	)		105,608			60,498
Chargeoffs		1,557,871			79			12,361			1,570,311
Recoveries		8,806			6,005			30,041			44,852
Net chargeoffs		1,549,065			(5,926	)		(17,680	)		1,525,459
Ending Balance	$	3,684,237		$	609,657		$	714,848		$	5,008,742
Period end allowance allocated to:
Loans individually evaluated for impairment	$	1,379,937		$	—		$	—		$	1,379,937
Loans collectively evaluated for impairment		2,304,300			609,657			714,848			3,628,805
Ending Balance, March 31, 2016	$	3,684,237		$	609,657		$	714,848		$	5,008,742

19

The Corporation’s recorded investment in loans as of March 31, 2017 and December 31, 2016 related to each balance in the allowance for possible loan losses by portfolio segment and disaggregated on the basis of the Corporation’s impairment methodology was as follows (in thousands):

	Real		Business
March 31, 2017	Estate		Loans		Consumer		Total
Loans individually evaluated for specific impairment	$	5,925	$	61	$	—	$	5,986
Loans collectively evaluated for general impairment		312,626		56,533		18,188		387,347
	$	318,551	$	56,594	$	18,188	$	393,333
	Real		Business
December 31, 2016	Estate		Loans		Consumer		Total
Loans individually evaluated for specific impairment	$	6,938	$	126	$	—	$	7,064
Loans collectively evaluated for general impairment		313,722		54,400		19,466		387,588
	$	320,660	$	54,526	$	19,466	$	394,652

20

Note 8. Fair Value of Financial Instruments

The fair value topic of the ASC establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. This topic clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. This topic also requires disclosure about how fair value was determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1	Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2	Inputs other than quoted prices in active markets for identical assets and liabilities included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active; or
Level 3	Unobservable inputs for an asset or liability, such as discounted cash flow models or valuations.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table presents assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2017:

	Fair Value Measurements Using:
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Totals
Securities available for sale
Obligations of U.S. Government Agencies	$	—	$	199,552,252	$	—	$	199,552,252
Mortgage-backed securities		—		143,565,587		—		143,565,587
State, county and municipal obligations		—		143,837,423		—		143,837,423
Other investments		—		—		2,985,759		2,985,759
Total	$	—	$	486,955,262	$	2,985,759	$	489,941,021

21

The following table presents assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2016:

	Fair Value Measurements Using:
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Totals
Securities available for sale
Obligations of U.S. Government Agencies	$	—	$	199,966,608	$	—	$	199,966,608
Mortgage-backed securities		—		148,264,710		—		148,264,710
State, county and municipal obligations		—		144,922,150		—		144,922,150
Other investments		—		—		2,971,106		2,971,106
Total	$	—	$	493,153,468	$	2,971,106	$	496,124,574

The following table reports the activity in assets measured at fair value on a recurring basis using significant unobservable inputs:

	Fair Value Measurements Using:
	Significant Unobservable Inputs
	(Level 3)
	Structured Financial Product
	As of March 31,
	2017			2016
Beginning Balance	$	2,971,106		$	2,915,709
Principal payments received		(4,466	)		(15,190	)
Unrealized gains included in other comprehensive income		19,119			25,668
Ending Balance	$	2,985,759		$	2,926,187

The Corporation recorded no gains or losses in earnings for the period ended March 31, 2017 or December 31, 2016 that were attributable to the change in unrealized gains or losses relating to assets still held at the reporting date.

22

The following table presents information as of March 31, 2017 about significant unobservable inputs (Level 3) used in the valuation of assets and liabilities measured at fair value on a recurring basis:

Financial instrument	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range of Inputs
Trust preferred securities	$	2,985,759	Discounted cash flows	Default rate	0-100%

For assets measured at fair value on a nonrecurring basis during 2017 that were still held on the Corporation’s balance sheet at March 31, 2017, the following table provides the hierarchy level and the fair value of the related assets:

	Fair Value Measurements Using:
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Totals
Impaired loans	$	—	$	—	$	2,515,509	$	2,515,509
Other real estate owned		—		—		1,413,700		1,413,700
Total	$	—	$	—	$	3,929,209	$	3,929,209

The following table presents information as of March 31, 2017 about significant unobservable inputs (Level 3) used in the valuation of assets and liabilities measured at fair value on a nonrecurring basis:

Financial instrument	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range of Inputs
Impaired loans	$	2,515,509	Appraised value of collateral less estimated costs to sell	Estimated costs to sell		25	%
OREO		1,413,700	Appraised value of collateral less estimated costs to sell	Estimated costs to sell		25	%

23

For assets measured at fair value on a nonrecurring basis during 2016 that were still held on the Corporation’s balance sheet at December 31, 2016, the following table provides the hierarchy level and the fair value of the related assets:

	Fair Value Measurements Using:
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Totals
Impaired loans	$	—	$	—	$	3,591,516	$	3,591,516
Other real estate owned		—		—		1,893,949		1,893,949
Total	$	—	$	—	$	5,485,465	$	5,485,465

Impaired loans with a carrying value of $5,985,642 and $7,064,185 had an allocated allowance for loan losses of $710,737 and $786,893 at March 31, 2017 and December 31, 2016, respectively. The allocated allowance is based on the carrying value of the impaired loan and the fair value of the underlying collateral less estimated costs to sell.

Real estate acquired through foreclosure or deed in lien, sometimes referred to as other real estate owned (“OREO”) acquired during the three-month period ended March 31, 2017, and recorded at fair value, less costs to sell, was $11,200, of which $0 was acquired and sold during this period. There were no writedowns during the period on properties owned. OREO acquired during 2016 and recorded at fair value, less costs to sell, was $2,187,125. There were $220,419 in additional writedowns during 2016 on OREO acquired in previous years.

The financial instruments topic of the ASC requires disclosure of financial instruments’ fair values, as well as the methodology and significant assumptions used in estimating fair values. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The financial instruments topic of the ASC excludes certain financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Corporation and may not be indicative of amounts that might ultimately be realized upon disposition or settlement of those assets and liabilities.

24

The following represents the carrying value and estimated fair value of the Corporation’s financial instruments at March 31, 2017:

			Fair Value Measurements Using:
March 31, 2017	Carrying Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total Fair Value
			(Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and due from banks	$	27,706,912	$	27,706,912	$	—	$	—	$	27,706,912
Interest bearing deposits with banks		73,714,719		73,714,719		—		—		73,714,719
Securitiesavailable-for-sale		489,941,021		—		486,955,262		2,985,759		489,941,021
Net loans		389,183,439		—		—		389,851,680		389,851,680
Financial liabilities
Deposits	$	789,214,876	$	595,106,483	$	—	$	194,261,809	$	789,368,292
Federal Home Loan Bank advances		20,000,000		—		—		20,214,525		20,214,525
Securities Sold under Agreement to Repurchase		141,098,287		141,098,287		—		—		141,098,287

25

The following represents the carrying value and estimated fair value of the Corporation’s financial instruments at December 31, 2016:

December 31, 2016	Carrying Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total Fair Value
			(Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and due from banks	$	21,688,557	$	21,688,557	$	—	$	—	$	21,688,557
Interest bearing deposits with banks		48,603,182		48,603,182		—		—		48,603,182
Securitiesavailable-for-sale		496,124,574		—		493,153,468		2,971,106		496,124,574
Net loans		390,148,343		—		—		391,106,337		391,106,337
Financial liabilities
Deposits	$	760,152,340	$	563,440,632	$	—	$	196,859,851	$	760,300,483
Federal Home Loan Bank advances		20,000,000		—		—		20,283,999		20,283,999
Securities Sold under Agreement to Repurchase		150,282,913		150,282,913		—		—		150,282,913

The fair value estimates, methods and assumptions used by the Corporation in estimating its fair value disclosures for financial statements were as follows:

Cash and Due from Banks and Interest Bearing Deposits with Banks

The carrying amounts reported in the balance sheet for these instruments approximate fair value because of their immediate and shorter-term maturities, which are considered to be three months or less when purchased.

SecuritiesAvailable-for-Sale

Fair values for investment securities are based on quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments (Level 2). When neither quoted prices nor comparable instruments are available, unobservable inputs are needed to form an expected future cash flow analysis to establish fair values (Level 3).

The Corporation owns certain beneficial interests in one collateralized debt obligation secured by community bank trust preferred securities. These interests do not trade in a liquid market, and therefore, market quotes are not a reliable indicator of their ultimate realizability. The Corporation utilizes a discounted cash flow model using inputs of (1) market yields of trust-preferred securities as the discount rate and (2) expected cash flows which are estimated using assumptions related to defaults, deferrals and prepayments to determine the fair values of these

26

beneficial interests. Many of the factors that adjust the timing and extent of cash flows are based on judgment and not directly observable in the markets. Therefore, these fair values are classified as Level 3 valuations for accounting and disclosure purposes. Since observable transactions in these securities are extremely rare, the Corporation uses assumptions that a market participant would use in valuing these instruments. These assumptions primarily include cash flow estimates and market discount rates. The cash flow estimates are sensitive to the assumptions related to the ability of the issuers to pay the underlying trust preferred securities according to their terms. The market discount rates depend on transactions, which are rare given the lack of interest of investors in these types of beneficial interests.

Net Loans

For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for other loans, including impaired loans, (i.e., commercial real estate and rental property mortgage loans, commercial and industrial loans, financial institution loans, and agricultural loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

Deposits

The fair values for demand deposits, NOW and money market accounts and savings accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts for variable-rate, fixed-term money market accounts and time deposits approximate their fair values at the reporting date. Fair values for fixed-rate time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Federal Home Loan Bank (“FHLB”) Borrowings

The fair value of FHLB advances is based on a discounted cash flow analysis.

Securities Sold Under Agreement to Repurchase

Due to the short term nature of these instruments, which is generally three months or less, the carrying amount is equal to the fair value.

Off-Balance Sheet Instruments

The fair value of commitments to extend credit and letters of credit are estimated using fees currently charged to enter into similar agreements. The fees associated with these financial instruments are not material.

27

Note 9. Recent Accounting Pronouncements

In March 2016, the FASB issued ASUNo. 2016-09,Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting(“ASU2016-09”). ASU2016-09 is intended to reduce complexity in accounting standards by simplifying several aspects of the accounting for share-based payment transactions, including (1) accounting for income taxes; (2) classification of excess tax benefits on the statement of cash flow; (3) forfeitures; (4) minimum statutory tax withholding requirements; and (5) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax withholding purposes. The amendments of ASU2016-09 are effective for interim and annual periods beginning after December 15, 2016. Management is currently evaluating the impact this ASU will have on the Company’s consolidated financial statements.

On June 16, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2016-13,Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments(“ASU2016-13”). The update will significantly change the way entities recognize impairment on many financial assets by requiring immediate recognition of estimated credit losses expected to occur over the asset’s remaining life. The FASB describes this impairment recognition model as the current expected credit loss (“CECL”) model and believes the CECL model will result in more timely recognition of credit losses since the CECL model incorporates expected credit losses versus incurred credit losses. The scope of FASB’s CECL model would include loans,held-to-maturity debt instruments, lease receivables, loan commitments and financial guarantees that are not accounted for at fair value. For public companies, this update becomes effective for interim and annual periods beginning after December 15, 2019. Management is currently evaluating the impact this ASU will have on the Company’s consolidated financial statements and will continue to monitor FASB’s progress on this topic.

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2016-15,Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU2016-15”). ASU2016-15 is intended to reduce the diversity in practice in how certain cash receipts and cash payments are presented and classified in the Statement of Cash Flows, including (1) debt prepayment or debt extinguishment costs, (2) settlement ofzero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investees, (7) beneficial interests in securitization transactions and (8) separately identifiable cash flows and application of the predominance principle. For public companies, this amendment becomes effective for interim and annual periods beginning after December 15, 2017. The ASU only impacts the presentation of specific items within the Statement of Cash Flows and is not expected to have a material impact to the Company.

In February 2016, the FASB issued ASUNo. 2016-02,Leases (Topic 842) (“ASU2016-02”). ASU2016-02 amends the accounting model and disclosure requirements for leases. The current accounting model for leases distinguishes between capital leases, which are recognized on-

28

balance sheet, and operating leases, which are not. Under the new standard, the lease classifications are defined as finance leases, which are similar to capital leases under current GAAP, and operating leases. Further, a lessee will recognize a lease liability and aright-of-use asset for all leases with a term greater than 12 months on its balance sheet regardless of the lease’s classification, which may significantly increase reported assets and liabilities. The accounting model and disclosure requirements for lessors remains substantially unchanged from current GAAP. ASU2016-02 is effective for annual and interim periods in fiscal years beginning after December 15, 2018. Management is currently evaluating the impact ASU2016-02 will have on the Company’s financial position and results of operations.

In March 2017, the FASB issued ASUNo. 2017-08,Receivables- Nonrefundable Fees and Other Costs (Subtopic310-20) (“ASU2017-08”). ASU2017-08 shortens the amortization period for certain callable debt securities held at a premium. Specifically, amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this update more closely align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities due to market participants pricing securities to the call date that produces the worst yield when the coupon is above current market rates, and pricing securities to maturity when the coupon is below market rates in anticipation that the borrower will act in its economic best interest. Therefore, the amendments more closely align interest income recorded on bonds held at a premium or a discount with the economics of the underlying instrument. ASU2017-08 is effective for annual and interim periods in fiscal years beginning after December 15, 2018. Management is currently evaluating the impact ASU2017-08 will have on the Company’s financial position and results of operations.

29

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form10-Q (the “Quarterly Report”) contains statements that constituteforward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are based on management’s beliefs, plans, expectations and assumptions and on information currently available to management. The words “may,” “should,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “believe,” “seek,” “estimate” and similar expressions used in this Quarterly Report that do not relate to historical facts are intended to identifyforward-looking statements. These statements appear in a number of places in this Quarterly Report. The Corporation notes that a variety of factors could cause the actual results or experience to differ materially from the anticipated results or other expectations described or implied by such forward-looking statements.

The risks and uncertainties that may affect the operation, performance, development and results of the business of the Company and the Company’s wholly-owned subsidiary, The Citizens Bank of Philadelphia, Mississippi (the “Bank”), include, but are not limited to, the following:

• expectations about the movement of interest rates, including actions that may be taken by the Federal Reserve Board in response to changing economic conditions;

• adverse changes in asset quality and loan demand, and the potential insufficiency of the allowance for loan losses;

• the risk of adverse changes in business conditions in the banking industry generally and in the specific markets in which the Company operates;

• extensive regulation, changes in the legislative and regulatory environment that negatively impact the Company and the Bank through increased operating expenses and the potential for regulatory enforcement actions, claims, or litigation;

• increased competition from other financial institutions and the risk of failure to achieve our business strategies;

• events affecting our business operations, including the effectiveness of our risk management framework, our reliance on third party vendors, the risk of security breaches and potential fraud, and the impact of technological advances;

• our ability to maintain sufficient capital and to raise additional capital when needed;

• our ability to maintain adequate liquidity to conduct business and meet our obligations;

• events that adversely affect our reputation, and the resulting potential adverse impact on our business operations

• risks arising from owning our common stock, such as the volatility and trading volume, our ability to pay dividends, the regulatory limitations on stock ownership, and provisions in our governing documents that may make it more difficult for another party to obtain control of us; and

• other risks detailed fromtime-to-time in the Company’s filings with the Securities and Exchange Commission.

30

The Corporation does not undertake any obligation to update or revise any forward-looking statements subsequent to the date of this Quarterly Report, or if earlier, the date on which such statements were made.

31

Management’s discussion and analysis is intended to provide greater insight into the results of operations and the financial condition of Citizens Holding Company and its wholly owned subsidiary, The Citizens Bank of Philadelphia (the “Bank,” and collectively with Citizens Holding Company, the “Corporation”). The following discussion should be read in conjunction with the consolidated financial statements and notes appearing elsewhere in this Quarterly Report.

OVERVIEW

The Company is aone-bank holding company incorporated under the laws of the State of Mississippi on February 16, 1982. The Company is the sole shareholder of The Citizens Bank of Philadelphia (“Bank”). The Company does not have any subsidiaries other than the Bank.

The Bank was opened on February 8, 1908 as The First National Bank of Philadelphia. In 1917, the Bank surrendered its national charter and obtained a state charter, at which time the name of the Bank was changed to The Citizens Bank of Philadelphia, Mississippi. At March 31, 2017, the Bank was the largest bank headquartered in Neshoba County, Mississippi, with total assets of $1.048 billion and total deposits of $789.2 million

The principal executive offices of both the Company and the Bank are located at 521 Main Street, Philadelphia, Mississippi 39350, and the main telephone number is (601)656-4692. All references hereinafter to the activities or operations of the Company reflect the Company’s activities or operations through the Bank.

LIQUIDITY

The Corporation has an asset and liability management program that assists management in maintaining net interest margins during times of both rising and falling interest rates and in maintaining sufficient liquidity. A measurement of liquidity is the ratio of net deposits and short-term liabilities divided by the sum of net cash, short-term investments and marketable assets. This measurement for liquidity of the Corporation at March 31, 2017, was 39.23% and at December 31, 2016, was 37.64%. The increase was due to an increase in short term marketable assets at March 31, 2017. Management believes it maintains adequate liquidity for the Corporation’s current needs.

The Corporation’s primary source of liquidity is customer deposits, which were $789,214,876 at March 31, 2017, and $760,152,340 at December 31, 2016. Other sources of liquidity include investment securities, the Corporation’s line of credit with the Federal Home Loan Bank (“FHLB”) and federal funds lines with correspondent banks. The Corporation had $489,941,021 invested inavailable-for-sale investment securities at March 31, 2017, and $496,124,574 at December 31, 2016. This decrease is due to matured or called funds in theavailable-for-sale classification not being fullyre-invested. The Corporation also had $73,714,719 in interest bearing deposits at other banks at March 31, 2017 and $48,603,182 at December 31, 2016. The increase in interest bearing deposits was the result of long term investments being called or matured. The Corporation had secured and unsecured federal funds lines with correspondent banks in the amount of $45,000,000 at both March 31, 2017 and December 31, 2016. In

32

addition, the Corporation has the ability to draw on its line of credit with the FHLB. At March 31, 2017, the Corporation had unused and available $94,291,995 of its line of credit with the FHLB and at December 31, 2016, the Corporation had unused and available $123,592,789 of its line of credit with the FHLB. The decrease in the amount available under the Corporation’s line of credit with the FHLB from the end of 2016 to March 31, 2017, was the result of a decrease in the amount of loans eligible for the collateral pool securing the Corporation’s line of credit with the FHLB. The Corporation had no federal funds purchased as of both March 31, 2017 and December 31, 2016. The Corporation may purchase federal funds from correspondent banks on a temporary basis to meet short term funding needs.

When the Corporation has more funds than it needs for its reserve requirements or short-term liquidity needs, the Corporation increases its investment portfolio, increases the balances in interest bearing due from bank accounts or sells federal funds. It is management’s policy to maintain an adequate portion of its portfolio of assets and liabilities on a short-term basis to insure rate flexibility and to meet loan funding and liquidity needs. When deposits decline or do not grow sufficiently to fund loan demand, management will seek funding either through federal funds purchased or advances from the FHLB.

CAPITAL RESOURCES

Total shareholders’ equity was $88,218,142 at March 31, 2107, as compared to $85,059,395 at December 31, 2016. The increase in shareholders’ equity was the result of a decrease in the accumulated other comprehensive loss brought about by the investment securities market value adjustment as well as the increase in the amount of earnings in excess of dividends paid. The market value adjustment, which was an increase was due to general market conditions, specifically the decrease in medium term interest rates, which caused an increase in the market price of the Corporation’s investment portfolio.

The Corporation paid aggregate cash dividends in the amount of $1,172,899, or $0.24 per share, during the three-month period ended March 31, 2017 compared to $0.24 per share for the same period in 2016.

33

Quantitative measures established by federal regulations to ensure capital adequacy require the Corporation to maintain minimum amounts and ratios of Total and Tier 1 capital (primarily common stock and retained earnings, less goodwill) to risk weighted assets, and of Tier 1 capital to average assets. Management believes that as of March 31, 2017, the Corporation meets all capital adequacy requirements to which it is subject and according to these requirements the Corporation is considered to be well capitalized.

	Actual					Minimum Capital Requirement to be Well Capitalized					Minimum Capital Requirement to be Adequately Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
March 31, 2017
Citizens Holding Company
Tier 1 leverage ratio	$	93,026		9.34	%	$	49,803		5.00	%	$	39,842		4.00	%
Common Equity tier 1 capital ratio		93,026		9.34	%		64,744		6.50	%		44,823		4.50	%
Tier 1 risk-based capital ratio		93,026		17.88	%		41,633		8.00	%		31,225		6.00	%
Total risk-based capital ratio		96,728		18.59	%		52,041		10.00	%		41,633		8.00	%
December 31, 2016
Citizens Holding Company
Tier 1 leverage ratio	$	92,629		9.22	%	$	50,258		5.00	%	$	40,207		4.00	%
Common Equity tier 1 capital ratio		92,629		9.22	%		65,336		6.50	%		45,232		4.50	%
Tier 1 risk-based capital ratio		92,629		17.92	%		41,354		8.00	%		31,016		6.00	%
Total risk-based capital ratio		96,532		18.67	%		51,693		10.00	%		41,354		8.00	%

The Dodd-Frank Act requires the Federal Reserve Bank (“FRB”), the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation (“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 early 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 Company and the Bank were required to comply with the final Basel III rules, although the rules will not be fullyphased-in until January 1, 2019. Among other things, the final Basel III rules will impact regulatory capital ratios of banking organizations in the following manner, when fully phased-in:

• Create a new requirement to maintain a ratio of common equity Tier 1 capital to total risk-weighted assets of not less than 4.5%;

• Increase the minimum leverage capital ratio to 4% for all banking organizations (currently 3% for certain banking organizations);

• Increase the minimum Tier 1 risk-based capital ratio from 4% to 6%; and

• Maintain the minimum total risk-based capital ratio at 8%.

In addition, the final Basel III rules, when fully phased-in, will subject a banking organization to certain limitations on capital distributions and discretionary bonus payments to executive officers if the organization did not maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of its total risk-weighted assets. The effect of the capital conservation buffer, when fully phased-in, will be to increase the minimum common

34

equity Tier 1 capital ratio to 7%, the 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 final Basel III rules also changed the capital categories for insured depository institutions for purposes of prompt corrective action. Under the final 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 final 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.

Management believes that, as of March 31, 2017, the Company and the Bank would meet all capital adequacy requirements under Basel III and the banking agencies’ proposals on a fullyphased-in basis, if such requirements were currently effective. The changes to the calculation of risk-weighted assets required by Basel III did not have a material impact on the Corporation’s capital ratios as presented. Management will continue to monitor these and any future proposals submitted by the Corporation’s and Bank’s regulators.

35

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated, certain items in the consolidated statements of income of the Corporation and the related changes between those periods:

	For the Three Months
	Ended March 31,
	2017			2016
Interest Income, including fees	$	7,469,077		$	7,579,734
Interest Expense		807,447			769,060
Net Interest Income		6,661,630			6,810,674
Provision for Loan Losses		(151,220	)		60,498
Net Interest Income after
Provision for Loan Losses		6,812,850			6,750,176
Other Income		1,934,260			1,815,688
Other Expense		7,109,156			6,644,315
Income Before Provision For
Income Taxes		1,637,954			1,921,549
Provision for Income Taxes		200,629			395,379
Net Income	$	1,437,325		$	1,526,170
Net Income Per share - Basic	$	0.29		$	0.31
Net Income Per Share-Diluted	$	0.29		$	0.31

See Note 3 to the Corporation’s Consolidated Financial Statements for an explanation regarding the Corporation’s calculation of Net Income Per Share - basic and - diluted.

Annualized return on average equity (“ROE”) was 6.67% for the three months ended March 31, 2017, and 7.69% for the corresponding period in 2016.

Book value per share increased to $18.05 at March 31, 2017, compared to $17.42 at December 31, 2016. The increase in book value per share reflects the amount of earnings in excess of dividends and a decrease in other comprehensive loss due to the increase in fair value of the Corporation’s investment securities. Average assets for the three months ended March 31, 2017, were $999,205,548 compared to $996,266,145 for the year ended December 31, 2016. This increase was due mainly to an increase in interest bearing due from bank accounts offset by a decrease inavailable-for-sale securities.

36

NET INTEREST INCOME / NET INTEREST MARGIN

One component of the Corporation’s earnings is net interest income, which is the difference between the interest and fees earned on loans and investments and the interest paid for deposits and borrowed funds. The net interest margin is net interest income expressed as a percentage of average earning assets.

The annualized net interest margin was 3.03% for the quarter ended March 31, 2017 compared to 3.12% for the corresponding period of 2016. The decrease in net interest margin for the period ended March 31, 2017, when compared to the same period in 2016, was the result of the decrease in yields on earning assets and a small increase in rates paid on deposits and borrowed funds, as detailed below. Earning assets averaged $918,570,792 for the three months ended March 31, 2017. This represents an increase of $17,581,088, or 2.0%, over average earning assets of $900,989,704 for the three months ended March 31, 2016. The increase in average earning assets for the three months ended March 31, 2017, is the result of an increase in interest bearing due from bank accounts offset by a decrease in loans and investment securities.

Interest bearing deposits averaged $618,886,173 for the three months ended March 31, 2017. This represents an increase of $600,804, or 0.1%, from the average of interest bearing deposits of $618,285,369 for the three months ended March 31, 2016. This was due, in large part, to an increase in interest-bearing NOW, money market accounts and savings accounts partially offset by a decrease in certificates of deposit.

Other borrowed funds averaged $140,424,252 for the three months ended March 31, 2017. This represents an increase of $17,710,173, or 14.4%, over the other borrowed funds of $122,714,079 for the three months ended March 31, 2016. This increase in other borrowed funds was due to a $17,730,133 increase in the securities sold under agreements to repurchase partially offset by a $13,367 decrease in the Agribusiness Enterprise Loan Liability and a $6,593 decrease in Federal Funds Purchased for the three months ended March 31, 2017, when compared to the three months ended March 31, 2016.

Net interest income was $6,661,630 for the three months ended March 31, 2017, a decrease of $202,697 from $6,810,674 for the three months ended March 31, 2016, primarily due to a decrease in interest rates paid on earning assets partially offset by an increase in earning assets. The changes in volume in earning assets and in deposits and in borrowed funds are discussed above. As for changes in interest rates in the three months ended March 31, 2017, the yields on earning assets decreased and the rates paid on deposits and borrowed funds increased from the same period in 2016. The yield on all interest-bearing assets decreased 8 basis points to 3.38% in the three months ended March 31, 2017 from 3.46% for the same period in 2016. At the same time, the rate paid on all interest-bearing liabilities for the three months ended March 31, 2017 increased 2 basis points to 0.43% from 0.41% in the same period in 2016. As longer term interest bearing assets and liabilities mature and reprice, management believes that the yields on interest bearing assets and rates on interest bearing liabilities will both increase.

37

The following table shows the interest and fees and corresponding yields for loans only.

	For the Three Months
	Ended September 30,
	2017			2016
Interest and Fees	$	4,568,079		$	4,784,505
Average Gross Loans		394,251,976			419,804,332
Annualized Yield		4.63	%		4.56	%

The increase in interest rates on loan accounts in the three months ended March 31, 2017, reflects the increase in all loan interest rates for both new and refinanced loans in the period.

CREDIT LOSS EXPERIENCE

As a natural corollary to the Corporation’s lending activities, some loan losses are to be expected. The risk of loss varies with the type of loan being made and the overall creditworthiness of the borrower over the term of the loan. The degree of perceived risk is taken into account in establishing the structure of, and interest rates and security for, specific loans and for various types of loans. The Corporation attempts to minimize its credit risk exposure by use of thorough loan application and approval procedures.

The Corporation maintains a program of systematic review of its existing loans. Loans are graded for their overall quality. Those loans, which management determines require further monitoring and supervision, are segregated and reviewed on a regular basis. Significant problem loans are reviewed monthly by the Corporation’s management and Board of Directors.

The Corporation charges off that portion of any loan that the Corporation’s management and Board of Directors has determined to be a loss. A loan is generally considered by management to represent a loss, in whole or in part, when exposure beyond the collateral value is apparent, servicing of the unsecured portion has been discontinued or collection is not anticipated based on the borrower’s financial condition. The general economic conditions in the borrower’s industry influence this determination. The principal amount of any loan that is declared a loss is charged against the Corporation’s allowance for loan losses.

The Corporation’s allowance for loan losses is designed to provide for loan losses that can be reasonably anticipated. The allowance for loan losses is established through charges to operating expenses in the form of provisions for loan losses. Actual loan losses or recoveries are charged or credited to the allowance for loan losses. The Board of Directors determines the amount of the allowance. Among the factors considered in determining the allowance for loan losses are the current financial condition of the Corporation’s borrowers and the value of security, if any, for their loans. Estimates of future economic conditions and their impact on various industries and individual borrowers are also taken into consideration, as are the Corporation’s historical loan loss experience and reports of banking regulatory authorities. As these estimates, factors and evaluations are primarily judgmental, no assurance can be given as to whether the Corporation will sustain loan losses in excess or below its allowance or that subsequent evaluation of the loan portfolio may not require material increases or decreases in such allowance.

38

The following table summarizes the Corporation’s allowance for loan losses for the dates indicated:

	Quarter Ended			Year Ended			Amount of			Percent of
	March 31,			December 31,			Increase			Increase
	2017			2016			(Decrease)			(Decrease)
BALANCES:
Gross Loans	$	393,333,257		$	394,051,139		$	(717,882	)		-0.18	%
Allowance for Loan Losses		3,701,914			3,902,796			(200,882	)		-5.15	%
Nonaccrual Loans		8,986,666			8,879,393			107,273			1.21	%
Ratios:
Allowance for loan losses to gross loans		0.94	%		0.99	%
Net loans charged off to allowance for loan losses		1.34	%		64.21	%

The provision for loan losses for the three months ended March 31, 2017 was negative $151,220, a decrease of $211,718 from the $60,498 provision for the same period in 2016. The change in the Corporation’s loan loss provisions for the three months ended March 31, 2017 is a result of management’s assessment of inherent loss in the loan portfolio, including the impact caused by current local, national and international economic conditions. The Corporation’s model used to calculate the provision is based on the percentage of historical charge-offs applied to the current loan balances by loan segment and specific reserves applied to certain impaired loans. Nonaccrual loans decreased during this period due to the amount of payments received and loans charged off in excess of new loans being added to the nonaccrual loan list.

For the three months ended March 31, 2017, net loan losses charged to the allowance for loan losses totaled $49,663, a decrease of $1,475,796 from the $1,525,459 charged off in the same period in 2016. The decrease was mainly due to a charge off in 2016 on a single loan in the amount of $1,523,401 on commercial real estate for which the Corporation had previously provided a specific reserve against this loss through the provision for loan loss.

Management reviews quarterly with the Corporation’s Board of Directors the adequacy of the allowance for loan losses. The loan loss provision is adjusted when specific items reflect a need for such an adjustment. Management believes that there were no material loan losses during the three months ended March 31, 2017 that have not been charged off. Management also believes that the Corporation’s allowance will be adequate to absorb probable losses inherent in the Corporation’s loan portfolio. However, it remains possible that additional provisions for loan loss may be required.

39

OTHER INCOME

Other income includes service charges on deposit accounts, wire transfer fees, safe deposit box rentals and other revenue not derived from interest on earning assets. Other income for the three months ended March 31, 2017 was $1,934,260, an increase of $118,572, or 6.5%, from $1,815,688 the same period in 2016. Service charges on deposit accounts were $1,042,031 in the three months ended March 31, 2017, compared to $886,804 for the same period in 2016. Other service charges and fees increased by $30,350, or 5.2%, to $616,772 in the three months ended March 31, 2017, compared to $586,422 for the same period in 2016. Other operating income not derived from service charges or fees decreased $67,005, or 19.6% to $275,457 in the three months ended March 31, 2017, compared to $342,462 for the same period in 2016. This decrease was due mainly to a decrease in mortgage loan origination income from long-term mortgage loans originated for sale to the secondary market and income on bank owned life insurance.

The following is a detail of the other major income classifications that were included in other operation income on the income statement:

	Three months
	Ended March 31,
Other operating income	2017		2016
BOLI Insurance	$	120,000	$	136,000
Mortgage Loan Origination Income		65,140		99,816
Other Income		90,317		106,646
Total Other Income	$	275,457	$	342,462

OTHER EXPENSES

Other expenses include salaries and employee benefits, occupancy and equipment, and other operating expenses. Aggregatenon-interest expenses for the three months ended March 31, 2017 and 2016 were $7,109,156 and $6,644,315, respectively, an increase of $464,841 or 7.0%. Salaries and benefits increased to $3,663,804 for the three months ended March 31, 2017, from $3,402,318 for the same period in 2016. Occupancy expense decreased by $18,961, or 1.4%, to $1,310,243 for the three months ended March 31, 2017, compared to $1,329,204 for the same period of 2016. Other operating expenses increased by $222,316 to $2,135,109 for the three months ended March 31, 2017, compared to $1,912,793 for the same period of 2016. A detail of the major expense classifications is set forth below.

40

The following is a detail of the major expense classifications that make up the other operating expense line item in the income statement:

	Three months
	ended March 31,
Other Operating Expense	2017		2016
Advertising		210,458		252,562
Office Supplies		196,546		157,783
Legal and Audit Fees		137,069		112,897
Telephone expense		153,116		100,715
Postage and Freight		130,934		130,506
Loan Collection Expense		40,639		44,710
Other Losses		157,011		166,729
Regulatory and related expense		119,757		209,321
Debit Card/ATM expense		93,502		88,520
Travel and Convention		70,816		76,521
Other expenses		825,261		572,529
Total Other Expense	$	2,135,109	$	1,912,793

The Corporation’s efficiency ratio for the three months ended March 31, 2017 was 79.49%, compared to 74.89% for the same period in 2016. The efficiency ratio is the ratio ofnon-interest expenses divided by the sum of net interest income (on a fully tax equivalent basis) andnon-interest income.

BALANCE SHEET ANALYSIS

					Amount of			Percent of
	March 31,		December 31,		Increase			Increase
	2017		2016		(Decrease)			(Decrease)
Cash and Due From Banks	$	27,706,912	$	21,688,557	$	6,018,355			27.75	%
Interest Bearing deposits with Other Banks		73,714,719		48,603,182		25,111,537			51.67	%
Investment Securities		489,941,021		496,124,574		(6,183,553	)		-1.25	%
Loans, net		389,183,439		390,148,343		(964,904	)		-0.25	%
Premises and Equipment		19,451,561		18,664,084		787,477			4.22	%
Total Assets		1,048,008,748		1,025,211,907		22,796,841			2.22	%
Total Deposits		789,214,876		760,152,340		29,062,536			3.82	%
Total Shareholders’ Equity		88,218,142		85,059,395		3,158,747			3.71	%

CASH AND CASH EQUIVALENTS

Cash and cash equivalents, which consist of cash, balances at correspondent banks and items in process of collection, balance at March 31, 2017 was $27,706,912, which was an increase of $6,018,355 from the balance of $21,688,557 at December 31, 2016. The increase was due to an increase in the balances at correspondent banks due to an increase in the amount of checks drawn on other banks in the normal process of clearing funds between these banks.

41

INVESTMENT SECURITIES

The Corporation’s investment securities portfolio primarily consists of United States agency debentures, mortgage-backed securities and obligations of states, counties and municipalities. The Corporation’s investments securities portfolio at March 31, 2017, decreased by $6,183,553, or 1.3%, to $489,941,021 from $496,124,574 at December 31, 2016. This decrease was due to maturities and calls of mortgage backed securities, agency and state county and municipal securities in excess of purchases, partially offset by changes in the market value of the Corporation’s investment securities portfolio.

LOANS

The Corporation’s loan balance decreased by $964,904 during the three months ended March 31, 2017, to $389,183,439 from $390,148,343 at December 31, 2016. Loan demand weakened, especially in business loan and consumer loan categories, and competition for available loans continued to be strong during the three months ended March 31, 2017. No material changes were made to the loan products offered by the Corporation during this period.

PREMISES AND EQUIPMENT

During the three months ended March 31, 2017, the Corporation’s premises and equipment increased by $787,477, or 4.2%, to $19,451,561 from $18,664,084 at December 31, 2016. The increase was due to costs related to the new branch construction in Biloxi in excess of depreciation expense for the period.

DEPOSITS

The following table shows the balance and percentage change in the various deposits:

DEPOSITS					Amount of			Percent of
	March 31,		December 31,		Increase			Increase
	2017		2016		(Decrease)			(Decrease)
Noninterest-Bearing Deposits	$	154,378,785	$	149,512,941	$	4,865,844			3.25	%
Interest-Bearing Deposits		364,334,436		340,180,286		24,154,150			7.10	%
Savings Deposits		76,393,262		73,745,005		2,648,257			3.59	%
Certificates of Deposit		194,108,393		196,714,108		(2,605,715	)		-1.32	%
Total deposits	$	789,214,876	$	760,152,340	$	29,062,536			3.82	%

Interest-bearing and noninterest-bearing deposits and savings increased while certificates of deposit decreased during the three months ended March 31, 2017. Management continually monitors the interest rates on loan and deposit products to ensure that the Corporation is in line with the rates dictated by the market and our asset and liability management objectives. These rate adjustments impact deposit balances.

42

OFF-BALANCE SHEET ARRANGEMENTS

Please refer to Note 2 to the consolidated financial statements included in this Quarterly Report for a discussion of the nature and extent of the Corporation’soff-balance sheet arrangements, which consist solely of commitments to fund loans and letters of credit.

CONTRACTUAL OBLIGATIONS

There have been no material changes outside of the ordinary course of the Corporation’s business to the contractual obligations set forth in Note 12 to the Corporation’s financial statements contained in the Corporation’s Annual Report on Form10-K for the year ended December 31, 2016.

43

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The following discussion of operations outlines specific risks that could affect the Corporation’s ability to compete, change the Corporation’s risk profile or eventually impact the Corporation’s financial condition or results. The risks the Corporation faces generally are similar to those experienced, to varying degrees, by all financial services companies.

The Corporation’s strategies and its management’s ability to react to changing competitive and economic environments have historically enabled the Corporation to compete effectively and manage risks to acceptable levels. The Corporation has outlined potential risks below that it presently believes could be important; however, other risks may prove tobe important in the future. New risks may emerge at any time and the Corporation cannot predict with certainty all potential developments that could affect the Corporation’s financial condition or results of operation. The following discussion highlights potential risks, which could intensify over time or shift dynamically in a way that might change the Corporation’s risk profile.

Competition Risks

The market in which the Corporation competes is saturated with community banks seeking to provide a service-oriented banking experience to individuals and businesses compared with what the Corporation believes is the more rigid and less friendly environment found in larger banks. This requires the Corporation to offer most, if not all, of the products and conveniences that are offered by the larger banks, but with a service differentiation. In doing so, it is imperative that the Corporation identify the lines of business that the Corporationcan excel in, prudently utilize the Corporation’s available capital to acquire the people and platforms required thereof, and execute on these strategies.

Credit Risks

Like all lenders, the Corporation faces the risk that the Corporation’s customers may not repay their loans and that the realizable value of collateral may be insufficient to avoid a loss of principal. In the Corporation’s business, some level of credit loss is unavoidable and overall levels of credit loss can vary over time. The Corporation’s ability to manage credit risk depends primarily upon the Corporation’s ability to assess the creditworthiness of customers and the value of collateral, including real estate. The Corporation controls credit risk by diversifying the Corporation’s loan portfolio and managing its composition, and by recording and managing an allowance for expected loan losses in accordance with applicable accounting rules. At the end of March 31, 2017, the Corporation had approximately $3.7 million of available reserves to cover such losses. The models and approaches the Corporation uses to originate and manage loans are regularly reviewed, if necessary or advisable, updated to take into account changes in the competitive environment, in real estate prices and other collateral values, and in the economy, among other things, based on the Corporation’s experience originating loans and servicing loan portfolios.

44

Financing, Funding and Liquidity Risks

One of the most important aspects of management’s efforts to sustain long-term profitability for the Corporation is the management of interest rate risk. Management’s goal is to maximize net interest income within acceptable levels of interest-rate risk and liquidity.

The Corporation’s assets and liabilities are principally financial in nature and the resulting earnings thereon are subject to significant variability due to the timing and extent to which the Corporation can reprice the yields on interest-earning assets and the costs of interest bearing liabilities as a result of changes in market interest rates. Interest rates in the financial markets affect the Corporation’s decisions on pricing its assets and liabilities, which impacts net interest income, an important cash flow stream for the Corporation. As a result, a substantial part of the Corporation’s risk-management activities are devoted to managing interest-rate risk. Currently, the Corporation does not have any significant risks related to foreign currency exchange, commodities or equity risk exposures.

Interest Rate and Yield Curve Risks

A significant portion of the Corporation’s business involves borrowing and lending money. Accordingly, changes in interest rates directly impact the Corporation’s revenues and expenses, and potentially could compress the Corporation’s net interest margin. The Corporation actively manages its balance sheet to control the risks of a reduction in net interest margin brought about by ordinary fluctuations in rates.

Like all financial services companies, the Corporation faces the risk of abnormalities in the yield curve. The yield curve shows the interest rates applicable to short and long term debt. The curve is steep when short-term rates are much lower than long-term rates, it is flat when short-term rates are equal, or nearly equal, to long-term rates, and it is inverted when short-term rates exceed long-term rates. Historically, the yield curve has been positively sloped. A flat or inverted yield curve tends to decrease net interest margin, as funding costs increase relative to the yield on assets. Currently, the yield curve is positively sloped.

Regulatory and Legal Risks

The Corporation operates in a heavily regulated industry and therefore is subject to many banking, deposit, and consumer lending laws as well as the rules and regulations promulgated by the FDIC, FRB, Securities and Exchange Commission and the NASDAQ stock market. Failure to comply with applicable regulations could result in financial or operational penalties. Inaddition, efforts to comply with applicable regulations may increase the Corporation’s costs and/or limit the Corporation’s ability to pursue certain business opportunities. Federal and state regulations significantly limit the types of activities in which the Corporation, as a financial institution, may engage. In addition, the Corporation is subject to a wide array of other regulations that govern other aspects of how the Corporation conducts business, such as in the areas of employment and intellectual property. Federal and state legislative and regulatory authorities occasionally consider changing these regulations or adopting new ones. Such actions could limit the amount of interest or fees the Corporation can charge, could restrict the Corporation’s ability to collect loans or realize on collateral or could materially affect us in other

45

ways. Additional federal and state consumer protection regulations could also expand the privacy protections afforded to customers of financial institutions, restricting the Corporation’s ability to share or receive customer information and increasing the Corporation’s costs. In addition, changes in accounting rules can significantly affect how the Corporation records and reports assets, liabilities, revenues, expenses and earnings.

The Corporation also faces litigation risks from customers (individually or in class actions) and from federal or state regulators. Litigation is an unavoidable part of doing business, and the Corporation manages those risks through internal controls, personnel training, insurance, litigation management, the Corporation’s compliance and ethics processes and other means. However, the commencement, outcome and magnitude of litigation cannot be predicted or controlled with any certainty.

Accounting Estimate Risks

The preparation of the Corporation’s consolidated financial statements in conformity with GAAP requires management to make significant estimates that affect the financial statements. The Corporation’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 Corporation may significantly increase the allowance for credit losses or sustain credit losses that are significantly higher than the provided allowance, or the Corporation may make some other adjustment that will differ materially from the estimates that the Corporation previously made.

Expense Control

Expenses and other costs directly affect the Corporation’s earnings. The Corporation’sability to successfully manage expenses is important to its long-term profitability. Many factors can influence the amount of the Corporation’s expenses, as well as how quickly they grow. As the Corporation’s businesses change or expand, additional expenses can arise from asset purchases, structural reorganization, evolving business strategies, and changing regulations, among other things. The Corporation manages expense growth and risk through a variety of means, including actual versus budget management, imposition of expense authorization, and procurement coordination and processes.

46

ITEM 4. CONTROLS AND PROCEDURES.

The management of the Corporation, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Corporation’s management as appropriate to allow timely decision regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that such disclosure controls and procedures were effective as of March 31, 2017 (the end of the period covered by this Quarterly Report).

There were no changes to the Corporation’s internal control over financial reporting that occurred in the three months ended March 31, 2017, that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

47

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Corporation is a party to lawsuits and other claims that arise in the ordinary course of business, all of which are being vigorously contested. In the regular course of business, management evaluates estimated losses or costs related to litigation, and provisions are made for anticipated losses whenever management believes that such losses are probable and can be reasonably estimated. At the present time, management believes, based on the advice of legal counsel, that the final resolution of pending legal proceedings will not likely have a material impact on the Corporation’s consolidated financial condition or results of operations.

ITEM 1A. RISK FACTORS.

The Corporation’s business, futurefinancial condition and results of operations are subject to a number of factors, risks and uncertainties, which are disclosed in Item 1A, “Risk Factors,” in Part I of our Annual Report on Form10-K for the year ended December 31, 2016, which the Corporation filed with the Securities and Exchange Commission on March 15, 2017. Additional information regarding some of those risks and uncertainties is contained in the notes to the condensed consolidated financial statements appearing in Part I, Item 1 of this Quarterly Report, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in Part I, Item 2 of this Quarterly Report and in “Quantitative and Qualitative Disclosures About Market Risk” appearing in Part I, Item 3 of this Quarterly Report. The risks and uncertainties disclosed in the Corporation’s Annual Report onForm 10-K for the year ended December 31, 2016, the Corporation’s quarterly reports on Form10-Q and other reports filed with the SEC are not necessarily all of the risks and uncertainties that may affect the Corporation’s business, financial condition and results of operations in the future.

There have been no material changes to the risk factors as disclosed in the Corporation’s Annual Report on Form10-K for the Corporation’s year ended December 31, 2016.

48

ITEM 6. EXHIBITS.

Exhibits
3(a)	Restated Articles of Incorporation of Citizens Holding Company.
3(b)	Restated Bylaws of Citizens Holding Company.
31(a)	Certification of the Chief Executive Officer pursuant to Rule13a-14(a)/15d-14(a).
31(b)	Certification of the Chief Financial Officer pursuant to Rule13a-14(a)/15d-14(a).
32(a)	Certification of the Chief Executive Officer pursuant to 18 U.S.C. § 1350.
32(b)	Certification of the Chief Financial Officer pursuant to 18 U.S.C. § 1350.
101	Financial Statements submitted in XBRL format.

49

SIGNATURES

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, thereunto duly authorized.

CITIZENS HOLDING COMPANY
BY:	/s/ Greg L. McKee
Greg L. McKee
President and Chief Executive Officer
(Principal Executive Officer)
BY:	/s/ Robert T. Smith
Robert T. Smith
Treasurer and Chief Financial Officer
(Principal Financial Officer and Chief Accounting Officer)
DATE: May 10, 2017

50

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
3(a)	Restated Articles of Incorporation of Citizens Holding Company.
3(b)	Restated Bylaws of Citizens Holding Company.
31(a)	Certification of the Chief Executive Officer pursuant to Rule13a-14(a)/15d-14(a)
31(b)	Certification of the Chief Financial Officer pursuant to Rule13a-14(a)/15d-14(a)
32(a)	Certification of the Chief Executive Officer pursuant to 18 U.S.C. §1350.
32(b)	Certification of the Chief Financial Officer pursuant to 18 U.S.C. §1350.
101	Financial Statements submitted in XBRL format.

51