FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 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: 000-25221 CITIZENS HOLDING COMPANY State of Incorporation or other jurisdiction of I. R. S. Employer incorporation or organization Identification Number Mississippi 64-0666512 Citizens Holding Company 521 Main Street Philadelphia, MS 39350 (601) 656-4692 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 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. |X| Yes | | No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of October 31, 2000. Title Outstanding Common Stock, $.20 par value 3,308,750 CITIZENS HOLDING COMPANY THIRD QUARTER 2000 INTERIM FINANCIAL STATEMENTS TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Consolidated Statements of Condition September 30, 2000 and December 31, 1999 Consolidated Statements of Income Three and nine months ended September 30, 2000 and 1999 Consolidated Statements of Comprehensive Income Three and nine months ended September 30, 2000 and 1999 Consolidated Statements of Cash Flows Nine months ended September 30, 2000 and 1999 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures PART 1.CONSOLIDATED FINANCIAL STATEMENTS CITIZENS HOLDING COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CONDITION September 30, December 31, ASSETS 2000 1999 ------------- ------------ Cash and cash equivalents 14,923,860 13,494,070 Federal Home Loan Bank stock 2,212,700 1,284,000 Investment securities available for sale, at fair value 100,037,457 101,167,360 Loans, net of allowance for loan losses of $3,325,000 in 2000 and $3,100,000 in 1999 247,399,764 231,248,551 Premises and equipment, net 4,387,402 4,410,976 Other real estate owned, net 150,002 291,508 Accrued interest receivable 4,191,292 3,683,849 Cash value of life insurance 2,998,274 2,828,265 Goodwill (net) 672,185 649,854 Other assets 3,628,345 3,731,269 ------------ ------------ TOTAL ASSETS $380,601,281 $362,789,702 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits: Noninterest-bearing demand $ 38,457,136 $ 37,090,779 Interest-bearing NOW and money market accounts 71,390,122 74,616,711 Savings deposits 19,482,420 20,031,653 Certificates of deposit 155,904,289 152,722,496 ------------ ------------ Total deposits 285,233,967 284,461,639 Accrued interest payable 1,448,883 1,242,916 Federal Home Loan Bank advances 29,000,000 23,100,000 Federal funds purchased 17,600,000 10,600,000 ABE loan liability 2,675,709 2,727,004 Treasury tax and loan note option 700,000 700,000 Directors deferred compensation payable 888,915 812,130 Other liabilities 380,151 339,403 ------------ ------------ Total liabilities 337,927,625 323,983,092 ------------ ------------ Minority interest in consolidated subsidiary 1,385,278 1,260,649 ------------ ------------ STOCKHOLDERS' EQUITY Common stock; $.20 par value, 15,000,000 shares authorized, and 3,308,750 shares outstanding at September 30, 2000, and at December 31, 1999 670,750 670,750 Less: Treasury stock, at cost, 45,000 shares at September 30, 2000 and at December 31, 1999 (239,400) (239,400) Additional paid-in capital 3,353,127 3,353,127 Retained earnings 38,407,877 35,303,504 Unrealized gain (loss) on securities available for sale, net of income tax benefit of $(465,684) in 2000 and $(821,577) in 1999 (903,976) (1,542,020) ----------- ----------- Total stockholders' equity 41,288,378 37,545,961 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $380,601,281 $362,789,702 ============ ============ See notes to consolidated financial statements. CITIZENS HOLDING COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME For the three months For the nine months ended September 30, ended September 30, 2000 1999 2000 1999 ---------------------- --------------------- INTEREST INCOME: Loans $5,566,400 $4,957,478 $16,133,406 $14,331,790 Investment securities 1,508,257 1,410,879 4,518,347 4,008,032 Other interest 11,966 9,224 37,444 165,866 --------- ---------- ----------- ----------- Total interest income 7,086,623 6,377,581 20,689,197 18,505,688 INTEREST EXPENSE: Deposits 3,017,669 2,527,228 8,585,807 7,514,690 Other borrowed funds 608,836 201,807 1,608,643 501,186 --------- ---------- ----------- ----------- Total interest expense 3,626,505 2,729,035 10,194,450 8,015,876 --------- ---------- ----------- ----------- NET INTEREST INCOME 3,460,118 3,648,546 10,494,747 10,489,812 PROVISION FOR LOAN LOSSES 316,305 156,180 598,298 538,797 --------- ---------- ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,143,813 3,492,366 9,896,449 9,951,015 ---------- ---------- ----------- ----------- OTHER INCOME: Service charges on deposit accounts 614,955 603,034 1,803,660 1,753,859 Other service charges and fees 202,183 181,998 574,445 503,518 Other income 245,071 108,714 500,303 402,825 ---------- ---------- ----------- ----------- Total other income 1,062,209 893,746 2,878,408 2,660,202 OTHER EXPENSES: Salaries and employee benefits 1,188,495 1,296,181 3,661,297 3,484,278 Occupancy expense 361,070 336,669 1,081,111 969,855 Other operating expense 581,777 565,302 1,651,088 1,500,796 Earnings applicable to minority interest 46,445 48,787 141,420 150,053 ---------- ---------- ----------- ----------- Total other expenses 2,177,787 2,246,939 6,534,916 6,104,982 ---------- ---------- ----------- ----------- INCOME BEFORE PROVISION FOR INCOME TAXES 2,028,235 2,139,173 6,239,941 6,506,235 ---------- ---------- ----------- ----------- PROVISION FOR INCOME TAXES 680,525 721,535 2,142,942 2,208,985 ---------- ---------- ----------- ----------- NET INCOME $1,347,710 $1,417,638 $ 4,096,999 $ 4,297,250 ========== ========== =========== =========== NET INCOME PER SHARE -Basic $0.41 $0.43 $1.24 $1.30 ========== ========== =========== =========== -Diluted $0.41 $0.43 $1.24 $1.30 ========== ========== =========== =========== See notes to consolidated financial statements. CITIZENS HOLDING COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the three months For the nine months ended September 30, ended September 30, 2000 1999 2000 1999 -------- -------- -------- -------- Net income $1,347,710 $1,417,638 $4,096,999 $ 4,297,250 Other comprehensive income, net of tax Unrealized holding gains (losses) 644,337 (299,815) 592,350 (1,693,447) Less reclassification adjustment for gains (losses) included in net income 25,687 (3,364) 45,694 55 ---------- ---------- ---------- ----------- Total other comprehensive income 670,024 (303,179) 638,044 (1,693,392) ---------- ---------- ---------- ----------- Comprehensive income $2,017,734 $1,114,459 $4,735,043 $ 2,603,858 ========== ========== ========== =========== CITIZENS HOLDING COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 1999 ----------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided by Operating Activities $ 4,484,024 $ 3,091,368 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of securities available for sale 10,297,786 13,570,711 Proceeds from sale of investment securities 15,852,410 1,499,393 Purchases of investment securities (25,069,349) (22,043,367) Purchases of bank premises and equipment (387,276) (180,611) Decrease in interest bearing deposits with other banks 50,789 338,652 Net (increase) decrease in federal funds sold 0 4,900,000 Net increase in loans (16,376,213) (13,040,467) ------------ ------------ Net Cash Used by Investing Activities (15,631,853) (14,955,689) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits 772,328 8,230,656 Net increase (decrease) in ABE loans (51,295) 348,474 Increase in FHLB advances 5,900,000 0 Increase in federal funds purchased 7,000,000 0 Payment of dividends (992,625) (496,313) ------------ ------------ Net Cash Provided by Financing Activities 12,628,408 8,082,817 Net Increase (Decrease) in Cash and Due from Banks 1,480,579 (3,781,504) Cash and Due From Banks, beginning of year 13,312,028 15,234,594 ------------ ------------ Cash and Due from Banks, end of period $ 14,792,607 $ 11,453,090 ============ ============ CITIZENS HOLDING COMPANY AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the nine months ended September 30, 2000 1. These interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles. However, these financial statements do not include all of the information and footnotes required by generally accepted accounting principles 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 of the interim period. All adjustments and reclassifications are of a normal and recurring nature. Results for the periods ending September 30, 2000 are not necessarily indicative of the results which may be expected for any other interim periods or for the year as a whole. The interim consolidated financial statements of Citizens Holding Company include the accounts of its 96.63% owned subsidiary, The Citizens Bank of Philadelphia (collectively referred to as "the Corporation"). All significant intercompany transactions have been eliminated in consolidation. 2. Summary of Significant Accounting Policies. See note 1 of the Notes to Consolidated Financial Statements of the Citizens Holding Company that were included in the Form 10-K Annual Report filed March 29, 2000. Investment Securities -- The Corporation classifies all of its securities as available-for-sale and carries them at fair value with unrealized gains or losses reported as a separate component of capital, net of any applicable income taxes. Realized gains or losses on the sale of securities available-for-sale, if any, are determined on an identification basis. The Corporation does not have any securities classified as Held for Trading or Held to Maturity. 3. 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 September 30, 2000, the Corporation had entered into commitments with certain customers that had an unused balance of $12,588,000 compared to $16,241,000 unused at December 31, 1999. There were $308,850 of letters of credit outstanding at September 30, 2000, compared to $313,105 at December 31, 1999. 4. 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 granted options. Basic weighted average shares have been adjusted to reflect the five-for-one stock split on the common stock effective January 1, 1999. Earnings per share were computed as follows: For the three months For the nine months ended September 30, ended September 30, 2000 1999 2000 1999 --------------------- ------------------- Basic weighted average shares outstanding 3,308,750 3,308,750 3,308,750 3,308,750 Dilutive effect of granted options 8,728 807 8,071 697 ---------- ---------- ---------- ---------- Diluted weighted average shares outstanding 3,317,478 3,309,557 3,316,821 3,309,447 ========== ========== ========== ========== Net income $1,347,710 $1,417,638 $4,096,999 $4,297,250 Net income per share-basic $ 0.41 $ 0.43 $ 1.24 $ 1.30 Net income per share-diluted $ 0.41 $ 0.43 $ 1.24 $ 1.30 5. The Corporation is a party to lawsuits and other claims that arise in the ordinary course of business, which are being vigorously contested. In the regular course of business, Management evaluates estimated losses or costs related to litigation, and the provision is 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 have a material impact on the Corporation's consolidated financial position or results of operations. 6. In June 1998, the Financial Accountings Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." In 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities (an amendment of SFAS No. 133)." These statements provide a comprehensive and consistent standard for the recognition and measurement of derivatives and hedging activities. During 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133-an amendment of FASB No. 133," which concluded that it was appropriate to defer the effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000. The effective date of SFAS No. 138 is also effective for fiscal years beginning after June 15, 2000. The Corporation does not anticipate that the adoption of these statements will have a material effect on its consolidated financial statements. In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (a replacement of FASB Statement No. 125)." This statement revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures, but it carries over most of the provisions of SFAS No. 125. SFAS No. 140 is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. SFAS No. 140 is effective for recognition and reclassification of collateral and for disclosures relating to securitization transactions and collateral for fiscal years ending after December 15, 2000. The Corporation does not anticipate that the adoption of this statement will have a material effect on its consolidated financial statements. CITIZENS HOLDING COMPANY AND SUBSIDIARY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's discussion and analysis is written to provide greater insight into the results of operations and the financial condition of Citizens Holding Company, (the "Corporation"). Statements concerning future performance, developments or events, concerning expectations for growth and market forecasts, and any other guidance on future periods, constitute forward-looking statements which are subject to a number of risks and uncertainties which might cause actual results to differ materially from stated expectations. These factors include, but are not limited to, the approval of regulatory agencies and shareholders, the effect of interest rates changes, the expansion of the Corporation, competition in the financial services market for both deposits and loans, and general economic conditions. 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. Liquidity of the Corporation at September 30, 2000 was 34.26% and at September 30, 1999 was 38.82%. Liquidity is the ratio of short-term investments to potentially volatile liabilities. Management believes it maintains adequate liquidity for the Corporation's current needs. When the Corporation has more funds than it needs for its reserve requirements or short-term liquidity needs, the Corporation increases its security investments 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. The Corporation has secured and unsecured federal funds lines with correspondent banks in the amount of $38,500,000. In addition, the Corporation has the ability to draw on its line of credit with the Federal Home Loan Bank in excess of $53,671,500 at September 30, 2000. At September 30, 2000, the Corporation had unused and available $20,900,000 of its federal funds line of credit and $24,671,500 of its line of credit with the Federal Home Loan Bank. CAPITAL RESOURCES The Corporation's equity capital was $41,288,378 at September 30, 2000. The main source of capital for the Corporation has been the retention of net income. On January 1, 1999, the Corporation issued a five-for-one (5:1) split to the shareholders of the Corporation. This split increased the number of shares outstanding to 3,308,750 from 661,750. The number of shares authorized increased from 750,000 to 3,750,000 after the split. Additionally, the shareholders approved an increase in authorized shares to 15,000,000 at the annual meeting held April 13, 1999. Cash dividends in the amount of $992,625 or $.30 per share were paid year to date September 30, 2000. This is the first year that the Corporation paid a quarterly dividend rather than paying a semi- annual dividend as had been paid in the prior years. Quantitative measures established by regulation 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 September 30, 2000, the Corporation meets all capital adequacy requirements to which it is subject. To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Actions Provisions Amount Ratio Amount Ratio Amount Ratio ------ ----- -------- -------- ----------- ----------- As of September 30, 2000 Total Capital $45,937,839 18.94% $19,407,310 >8.00% $24,259,138 >10.00% (to Risk-Weighted Assets) Tier 1 Capital $42,905,446 17.69% $ 9,703,655 >4.00% $14,555,483 >6.00% (to Risk-Weighted Assets) Tier 1 Capital $42,905,446 11.51% $14,905,721 >4.00% $18,632,151 >5.00% (to Average Assets) 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 For the nine months ended September 30, ended September 30, 2000 1999 2000 1999 Interest Income $7,086,623 $6,377,581 $20,689,197 $18,505,688 Interest Expense 3,626,505 2,729,035 10,194,450 8,015,876 ---------- ---------- ----------- ----------- Net Interest Income 3,460,118 3,648,546 10,494,747 10,489,812 Provision for Loan Losses 316,305 156,180 598,298 538,797 ---------- ---------- ----------- ----------- Net Interest Income after Provision for Loan Losses 3,143,813 3,492,366 9,896,449 9,951,015 Other Income 1,062,209 893,746 2,878,408 2,660,202 Other Expense 2,177,787 2,246,939 6,534,916 6,104,982 ---------- ---------- ----------- ----------- Income before Provision For Income Taxes 2,028,235 2,139,173 6,239,941 6,506,235 Provision for Income Taxes 680,525 721,535 2,142,942 2,208,985 ---------- ---------- ----------- ----------- Net Income $1,347,710 $1,417,638 $ 4,096,999 $ 4,297,250 ========== ========== =========== =========== Net Income Per share - Basic $ 0.41 $ 0.43 $ 1.24 $ 1.30 ========== ========== =========== =========== Net Income Per Share-Diluted $ 0.41 $ 0.43 $ 1.24 $ 1.30 ========== ========== =========== =========== Net Income Per Share -- Basic is calculated using weighted average number of shares outstanding for the period. Net Income Per Share -- Diluted is calculated using the weighted average number of shares outstanding for the period, plus the net dilutive effect of granted stock options determined using the treasury stock method. Annualized return on average equity was 13.60% and 13.77% for the three and nine months ended September 30, 2000, and 15.43% and 15.58% for the three and nine months ended September 30, 1999. The book value per share increased to $12.48 at September 30, 2000 compared to $11.35 at December 31, 1999. This increase is due to earnings exceeding dividends paid during this period. Average assets for the nine months ended September 30, 2000, were $372,643,028 compared to $347,613,000 for the year ended December 31, 1999; average equity increased to $39,675,423 for the nine months ended September 30, 2000, from $37,603,000 for the year ended December 31, 1999. 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 4.20% for the nine months ended September 30, 2000, compared to an annualized net interest margin of 4.55% for the nine months ended September 30, 1999. Earnings assets averaged $341,372,264 for the nine months ended September 30, 2000. This represented an increase of $25,146,102 or 7.95%, over average earning assets of $316,226,162 for the nine months ended September 30, 1999. This increase was from normal growth of the Corporation and not from any special program or promotion. The net interest income figures above include income from the Corporation's securities. The following table shows the interest and fees and corresponding yields for loans only. FOR THE THREE MONTHS FOR THE NINE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, 2000 1999 2000 1999 -------------------- ------------------- Interest and Fees $ 5,696,164 $ 5,025,520 $ 16,408,950 $ 14,534,606 Average Loans 244,147,385 222,397,124 239,954,633 215,452,856 Annualized Yield 9.33% 9.04% 9.12% 8.99% 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 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 the Corporation's management determines require further monitoring and supervision are segregated and reviewed on a periodic basis. Significant problem loans are reviewed on a monthly basis by the Corporation's Board of Directors. The Corporation charges off that portion of any loan which management considers to represent a loss. A loan is generally considered by management to represent a loss in whole or in part when an 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 and general economic conditions in the borrower's industry. The principal amount of any loan which 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 which 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 amount of the allowance is determined by management of the Corporation. 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. Because these estimates, factors and evaluations are primarily judgmental, no assurance can be given as to whether or not 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. The following table summarizes the Corporation's allowance for loan loss for the dates indicated: AMOUNT OF PERCENT OF SEPTEMBER 30, DECEMBER 31, INCREASE INCREASE 2000 1999 (DECREASE) (DECREASE) ------------- ------------ ---------- ----------- BALANCES: Gross Loans $253,534,373 $237,007,080 $16,527,293 6.97% Allowance for Loan Losses 3,325,000 3,100,000 225,000 7.26% Nonaccrual Loans 670,425 389,876 280,549 71.96% Ratios: Allowance for loan losses to gross loans 1.31% 1.31% Net loans charged off to allowance for loan losses 11.23% 20.95% The provision for loan losses for the three months ended September 30, 2000 was $316,305, an increase of $160,125 over the $156,180 for the same period in 1999. The provision for the nine months ended September 30, 2000 was $598,298; an increase of $59,501 or 11.04%, over the $538,797 for the nine months ended September 30, 1999. Gross loans outstanding increased 6.97% for the nine months in 2000. For the three months ended September 30, 2000, net loan losses charged to the allowance for loan losses totaled $241,305, an increase of $135,125 over the same period in 1999. For the nine months ended September 30, 2000, net loan losses charged to the allowance totaled $373,298 compared to $388,797 for the nine months ended September 30, 1999. Management of the Corporation reviews with the Board of Directors the adequacy of the allowance for possible loan losses on a quarterly basis. 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 last fiscal year 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. OTHER INCOME Other operating 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 operating income for the three months ended September 30, 2000, increased $168,463 or 18.85% and increased $218,206 or 8.20% over the respective periods ended September 30, 1999. Especially in periods of declining net interest margins, the Corporation has sought to increase the income derived from these sources and will continue to seek opportunities to do so. OTHER EXPENSE Other expenses include salaries and employee benefits, occupancy and equipment, and other operating expenses. The continued growth of the Corporation has put pressure on Management to control overhead expenses. Other operating expenses for the three and nine months ended September 30, 2000 were $2,177,787 and $6,534,916 compared to the $2,246,939 and $6,104,982 for the three and nine months ended September 30, 1999. This represents a decrease of $69,152 for the three months and an increase for the nine months of $429,934. The Corporation's efficiency ratios for the three and nine months ended September 30, 2000 were 46.45% and 47.01% respectively. BALANCE SHEET ANALYSIS Amount of Percent of September 30, December 31, Increase Increase 2000 1999 (Decrease) (Decrease) ------------ ------------ --------- ----------- Cash and Cash $ 14,923,860 $ 13,494,070 $ 1,429,790 10.60% Equivalents Investment Securities 102,250,157 102,451,360 (201,203) -0.20% Loans, net 247,399,764 231,248,551 16,151,213 6.98% Total Assets 380,601,281 362,789,702 17,811,579 4.91% ------------ ------------ ----------- ----- Total Deposits 285,233,967 284,461,639 772,328 0.27% ------------ ------------ ----------- ----- Total Stockholders' Equity 41,288,378 37,545,961 3,742,417 9.97% ------------ ------------ ----------- ----- CASH AND CASH EQUIVALENTS Cash and cash equivalents are made up of cash, balances at correspondent banks and federal funds sold. The increase at September 30, 2000 was due to a temporary increase in correspondent bank accounts. The Corporation did not have any federal funds sold at this date due to continued strong loan demand. INVESTMENT SECURITIES The investment securities are made up of U. S. Treasury Notes, U. S. Agency debentures, mortgage-backed securities, obligations of states, counties and municipal governments and Federal Home Loan Bank Stock. Investments decreased $201,203 or .2% as a result of the need for liquidity to fund the strong loan demand. LOANS Loan demand continued to be strong in the service area of the Corporation as evidenced by the 6.97% increase in gross loans. Residential housing loans continue to be in demand along with commercial and industrial loans. No special loan programs were initiated during this period to add to this growth. DEPOSITS The following shows the balance and percentage change in the various deposits: Amount of Percent of September 30, December 31, Increase Increase 2000 1999 (Decrease) (Decrease) ------------- ------------ ---------- ---------- Noninteresting-bearing $ 38,457,136 $ 37,090,779 $ 1,366,357 3.68% Deposits Interest-bearing 71,390,122 74,616,711 (3,226,589) -4.32% Deposits Savings 19,482,420 20,031,653 (549,233) -2.74% Certificates of Deposit 155,904,289 152,722,496 3,181,793 2.08% ------------ ------------ ----------- ----- Total Deposits $285,233,967 $284,461,639 $ 772,328 0.27% ============ ============ =========== ===== The increase in deposits reflected in the above table is solely the result of normal deposit growth for our service area. The Corporation does not have any brokered deposits. There were no special deposit programs or incentives in place during this period. CITIZENS HOLDING COMPANY ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material change in the Corporation's market risk since the end of the last fiscal year end of December 31, 1999. 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, which are being vigorously contested. In the regular course of business, Management evaluates estimated losses or costs related to litigation, and a provision is 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 have a material impact on the Corporation's consolidated financial position or results of operations. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 1. The following exhibit is included herein: (27) Financial Data Schedule SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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 /s/ Steve Webb /s/ Robert T. Smith BY:_________________________ BY:__________________________ Steve Webb Robert T. Smith Chairman, President and Treasurer (Chief Financial Chief Executive Officer and Accounting Officer) DATE: November 10, 2000 DATE: November 10, 2000 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 27 Financial Data Schedule