SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2001
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
(exact name of Registrant as specified in its charter)
MISSISSIPPI 64-0666512
(State or other jurisdiction of (I. R. S. Employer Identification Number)
incorporation or organization)
521 Main Street, Philadelphia, MS 39350
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 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 August 9, 2001.
Title Outstanding
Common Stock, $.20 par value 3,308,750
CITIZENS HOLDING COMPANY
SECOND QUARTER 2001 INTERIM FINANCIAL STATEMENTS
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Statements of Condition
June 30, 2001 and December 31, 2000
Consolidated Statements of Income
Three and six months ended June 30, 2001 and 2000
Consolidated Statements of Comprehensive Income
Three and six months ended June 30, 2001 and 2000
Consolidated Statements of Cash Flows
Six months ended June 30, 2001 and 2000
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 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Signatures
PART 1.CONSOLIDATED FINANCIAL STATEMENTS
CITIZENS HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CONDITION
June 30, December 31,
ASSETS 2001 2000
---------------------------
Cash and due from banks $ 10,383,438 $ 10,415,155
Interest bearing deposits with other banks 494,475 863,371
Federal Home Loan Bank stock 1,568,200 2,499,000
Federal Funds Sold 10,600,000 3,100,000
Investment securities available for sale, at fair value 109,861,572 101,034,174
Loans, net of allowance for loan losses of
$3,325,000 in 2001 and 2000 247,706,301 248,696,755
Premises and equipment, net 4,429,380 4,362,206
Other real estate owned, net 256,009 133,325
Accrued interest receivable 4,909,466 4,726,113
Cash value of life insurance 2,615,005 3,019,454
Goodwill (net) 618,109 654,160
Other assets 3,303,365 3,296,696
---------------------------
TOTAL ASSETS $396,745,320 $382,800,409
===========================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits:
Noninterest-bearing demand $ 35,046,790 $ 36,961,489
Interest-bearing NOW and money market accounts 90,905,259 68,499,167
Savings deposits 19,099,187 19,053,589
Certificates of deposit 176,459,863 165,393,512
---------------------------
Total deposits 321,511,099 289,907,757
Accrued interest payable 1,533,242 1,597,445
Federal Home Loan Bank advances 15,000,000 42,000,000
Federal Funds Purchased 7,500,000 0
ABE loan liability 2,375,362 2,520,290
Treasury tax and loan note option 0 700,000
Directors deferred compensation payable 1,035,009 916,256
Other liabilities 304,869 329,709
---------------------------
Total liabilities 349,259,581 337,971,457
Minority interest in consolidated subsidiary 1,534,249 1,451,991
STOCKHOLDERS' EQUITY
Common stock; $.20 par value, 15,000,000 shares authorized,
and 3,308,750 shares outstanding at June 30, 2001, and
at December 31, 2000 670,750 670,750
Less: Treasury stock, at cost, 45,000 shares at
June 30, 2001 and at December 31, 2000 -239,400 -239,400
Additional paid-in capital 3,353,127 3,353,127
Retained earnings 41,381,333 39,431,650
Unrealized gain (loss) on securities available for sale, net of
deferred tax asset (liability) of $(404,744) in 2001 and ($85,635) in 2000 785,680 160,834
---------------------------
Total stockholders' equity 45,951,490 43,376,961
---------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $396,745,320 $382,800,409
===========================
CITIZENS HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2001 2000 2001 2000
---------------------------------------------------------------------
INTEREST INCOME:
Loan income including fees $5,698,589 $5,439,328 $11,444,318 $10,712,786
Investment securities 1,421,135 1,551,560 2,854,724 3,063,574
Other interest 64,327 19,585 144,145 25,478
---------------------------------------------------------------------
Total interest income 7,184,051 7,010,473 14,443,187 13,801,838
INTEREST EXPENSE:
Deposits 3,103,452 2,908,393 6,169,542 5,568,138
Other borrowed funds 250,670 528,917 804,943 999,807
---------------------------------------------------------------------
Total interest expense 3,354,122 3,437,310 6,974,485 6,567,945
---------------------------------------------------------------------
NET INTEREST INCOME 3,829,929 3,573,163 7,468,702 7,233,893
PROVISION FOR LOAN LOSSES 449,391 197,131 569,160 281,993
---------------------------------------------------------------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 3,380,538 3,376,032 6,899,542 6,951,900
OTHER INCOME:
Service charges on deposit accounts 699,827 609,788 1,361,293 1,188,705
Other service charges and fees 105,585 135,466 217,142 224,684
Other income 317,596 109,865 449,896 203,546
---------------------------------------------------------------------
Total other income 1,123,008 855,119 2,028,331 1,616,935
OTHER EXPENSES:
Salaries and employee benefits 1,296,362 1,227,064 2,628,535 2,472,802
Occupancy expense 371,586 358,044 734,938 720,041
Other operating expense 685,792 498,331 1,359,367 1,069,311
Earnings applicable to minority interest 51,095 47,345 98,737 94,975
---------------------------------------------------------------------
Total other expenses 2,404,835 2,130,784 4,821,577 4,357,129
---------------------------------------------------------------------
INCOME BEFORE PROVISION
FOR INCOME TAXES 2,098,711 2,100,367 4,106,296 4,211,706
PROVISION FOR INCOME TAXES 612,815 723,264 1,246,707 1,462,417
---------------------------------------------------------------------
NET INCOME $1,485,896 $1,377,103 $ 2,859,589 $ 2,749,289
=====================================================================
NET INCOME PER SHARE
-Basic $0.45 $0.42 $0.86 $0.83
=====================================================================
-Diluted $0.45 $0.41 $0.86 $0.83
=====================================================================
CITIZENS HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2001 2000 2001 2000
------------------------------------------------------------------------
Net income $1,485,896 $1,377,103 $2,859,589 $2,749,289
Other comprehensive income, net of tax
Unrealized holding gains (losses) 270,009 -166,525 624,846 -51,987
Less reclassification adjustment for gains
(losses) included in net income 0 35,240 0 20,007
Total other comprehensive income 270,009 -131,285 624,846 -31,980
------------------------------------------------------------------------
Comprehensive income $1,755,905 $1,245,818 $3,484,435 $2,717,309
========================================================================
CITIZENS HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months
Ended June 30,
2001 2000
--------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Cash Provided by Operating Activities $ 4,104,324 $ 2,913,428
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of securities available for sale 24,512,517 8,847,786
Proceeds from sale of investment securities 0 9,348,856
Purchases of investment securities -31,814,450 -17,104,609
Purchases of bank premises and equipment -304,174 -324,866
Decrease in interest bearing deposits with other banks -368,896 -1,333,312
Net (increase) decrease in federal funds sold -7,500,000 0
Net (increase) decrease in loans 990,454 -10,861,347
Net Cash Used by Investing Activities -14,484,549 -11,427,492
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits 31,603,342 5,237,425
Net increase (decrease) in ABE loans -144,928 -99,595
Increase (decrease) in TT&L Note Option -700,000 0
Increase (decrease) in FHLB advances -27,000,000 4,900,000
Increase in federal funds purchased 7,500,000 2,000,000
Payment of dividends -909,906 -661,750
Net Cash Provided by Financing Activities 10,348,508 11,376,080
Net Increase (Decrease) in Cash and Due from Banks -31,717 2,862,016
Cash and Due From Banks, beginning of year 10,415,155 13,312,028
Cash and Due from Banks, end of period 10,383,438 16,174,044
CITIZENS HOLDING COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30, 2001
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 June 30, 2001 are not necessarily indicative of the
results that 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 96.66% 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 28, 2001.
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 June 30,
2001, the Corporation had entered into commitments with certain customers
that had an unused balance of $11,030,493 compared to $13,745,594
unused at December 31, 2000. There were $468,000 of letters of credit
outstanding at June 30, 2001 and $452,825 at December 31, 2000.
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 Six Months
Ended June 30, Ended June 30,
2001 2000 2001 2000
--------------------------------------------------------------------------------
Basic weighted average
shares outstanding 3,308,750 3,308,750 3,308,750 3,308,750
Dilutive effect of granted options 8,227 12,742 7,489 22,364
--------------------------------------------------------------------------------
Diluted weighted average
shares outstanding 3,316,977 3,321,492 3,316,239 3,331,114
Net income $1,485,896 $1,377,103 $2,859,589 $2,749,289
Net income per share-basic $ 0.45 $ 0.42 $ 0.86 $ 0.83
Net income per share-diluted $ 0.45 $ 0.41 $ 0.86 $ 0.83
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 adoption of these
statements did not have a material effect on its consolidated financial
statements of the Corporation.
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 adoption of this statement did not have a material
effect on its consolidated financial statements of the Corporation.
In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 141 "Business Combinations" and Statement No. 142, "Goodwill and other
Intangible Assets". FAS No. 141 requires that all business combinations
entered into after June 30, 2001 be accounted for under the purchase
method. FAS No. 142 requires that all intangible assets, including
goodwill, that result from business combinations be periodically (at least
annually) evaluated for impairment, with any resulting impairment loss
being charged against earnings. Also, under FAS No. 142, goodwill
resulting from any business combination accounting for according to FAS No.
141 will not be amortized, and the amortization of goodwill related to
business combinations entered into prior to June 30, 2001 will be
discontinued effective, for the Company, January 1, 2002. The Company will
adopt the provisions of FAS No. 141 immediately and the provisions of FAS
No. 142 related to discontinuation of goodwill amortization effective
January 1, 2002. Goodwill amortization expense for the six months ended
June 30, 2001 and 2000 was $36,051 and $36,059 respectively.
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 June 30, 2001 was 49.2% and at June 30, 2000 was 35.7%.
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 $54,248,250 at June 30, 2001. At June 30, 2001, the Corporation had unused
and available $31,000,000 of its federal funds line of credit and $39,248,250 of
its line of credit with the Federal Home Loan Bank.
CAPITAL RESOURCES
The Corporation's equity capital was $45,951,490 at June 30, 2001. 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 $909,906.25
or $.275 per share were paid year to date June 30, 2001.
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 June 30, 2001, 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 June 30, 2001
Total Capital $49,162,565 19.97% $19,696,387 *8.00% $24,620,484 *10.00%
(to Risk-Weighted Assets)
Tier 1 Capital 46,081,950 18.72% 9,848,194 *4.00% 14,772,290 *6.00%
(to Risk-Weighted Assets)
Tier 1 Capital 46,081,950 12.05% 15,302,481 *4.00% 19,128,101 *5.00%
( to Average Assets)
* greater than
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 Six Months
Ended June 30, Ended June 30,
2001 2000 2001 2000
----------------------------------------------------------------------
Interest Income, including fees $7,184,051 $7,010,473 $14,443,187 $13,801,838
Interest Expense 3,354,122 3,437,310 6,974,485 6,567,945
----------------------------------------------------------------------
Net Interest Income 3,829,929 3,573,163 7,468,702 7,233,893
Provision for Loan Losses 449,391 197,131 569,160 281,993
Net Interest Income after
Provision for Loan Losses 3,380,538 3,376,032 6,899,542 6,951,900
Other Income 1,123,008 855,119 2,028,331 1,616,935
Other Expense 2,404,835 2,130,784 4,821,577 4,357,129
----------------------------------------------------------------------
Income before Provision For
Income Taxes 2,098,711 2,100,367 4,106,296 4,211,706
Provision for Income Taxes 612,815 723,264 1,246,707 1,462,417
----------------------------------------------------------------------
Net Income $1,485,896 $1,377,103 $ 2,859,589 $ 2,749,289
======================================================================
Net Income Per share - Basic $ 0.45 $ 0.42 $ 0.86 $ 0.83
======================================================================
Net Income Per Share-Diluted $ 0.45 $ 0.41 $ 0.86 $ 0.83
======================================================================
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 (ROE) was 12.94% and 12.66% for the three
and six months ended June 30, 2001, and 13.78% and 13.97% for the three and six
months ended June 30, 2000. The decrease in ROE for this period was the result
of earnings growth that was less than the rate of growth for equity.
The book value per share increased to $13.89 at June 30, 2001 compared to $13.11
at December 31, 2000. This increase is due to earnings exceeding dividends paid
during this period. Average assets for the six months ended June 30, 2001, were
$382,562,025 compared to $374,439,282 for the year ended December 31, 2000, and
average equity increased to $45,184,351 for the six months ended June 30, 2001,
from $40,700,668 for the year ended December 31, 2000.
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 4.37% for the six months ended June 30,
2001, compared to an annualized net interest margin of 4.25% for the six months
ended June 30, 2000. Earnings assets averaged $353,642,933 for the six months
ended June 30, 2001.
This represented an increase of $10,024,786 or 2.9%, over average earning assets
of $343,618,147 for the six months ended June 30, 2000.
Net interest income was $3,829,929 and $7,468,702 for the three and six-month
periods in 2001, an increase of $256,766 and $234,809 respectively over the same
periods in 2000. Loan volume and yield increases in these periods contributed
to this increase along with a lower cost of deposits and other borrowed funds
during 2001 over the same period in 2000. Income from investment securities
declined in both the three and six-month periods in 2001 as a result of both a
reduction in the principal balance because of called bonds and a reduction in
yield from falling interest rates. Other interest income increased in the three
and six month periods due to an increase in the amount of Federal Funds Sold.
The following table shows the interest and fees and corresponding yields for
loans only.
For the Three Months For the Six Months
Ended June 30, Ended June 30,
2001 2000 2001 2000
---------------------------------------------------------------------------------------
Interest and Fees $ 5,698,589 $ 5,439,328 $ 11,444,318 $ 10,712,786
Average Loans, Net of Unearned 249,637,526 240,136,169 250,355,556 237,835,220
Annualized Yield 9.13% 9.06% 9.21% 9.01%
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
June 30, December 31, Increase Increase
2001 2000 (Decrease) (Decrease)
-----------------------------------------------------------------------------------
BALANCES:
Gross Loans $253,794,344 $254,940,076 -$1,145,732 -0.45%
Allowance for Loan Losses 3,325,000 3,325,000 0 0.00%
Nonaccrual Loans 467,603 589,788 -122,185 -20.72%
Ratios:
Allowance for loan losses to
gross loans 1.31% 1.30%
Net loans charged off to
allowance for loan 17.12% 20.83%
losses
The provision for loan losses for the three months ended June 30, 2001 was
$449,391, an increase of $252,260 over the $197,131 for the same period in 2000.
The provision for the six months ended June 30, 2001 was $569,160, an increase
of $287,167 or 101.8% over the $281,993 for the six months ended June 30, 2000.
The increase in the provision was made to bring the allowance back to the
desired level after the net charge-offs for these periods. Net loans
outstanding decreased .4% for the six months in 2001.
For the three months ended June 30, 2001, net loan losses charged to the
allowance for loan losses totaled $449,391, an increase of $327,260 over the
same period in 2000. For the six months ended June 30, 2001, net loan losses
totaled $569,160 compared to $131,993 for the six months ended June 30, 2000.
Increased net losses in consumer loans, commercial and industrial loans and a
large agricultural production loss were the main reasons for the increased net
loss in both the three and six-month periods.
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 and six months ended June 30,2001,
increased $298,810 or 34.9% and $442,317 or 27.4% over the respective periods
ended June 30, 2000. The increases in both periods were mainly the result of
increased overdraft and returned check income and the net proceeds from a bank
owned life insurance death claim. This claim arose from the death of a retired
director that was a participant in the Corporation's Directors Deferred
Compensation Plan, which is funded by life insurance policies.
OTHER EXPENSE
Other expenses include salaries and employee benefits, occupancy and equipment,
and other operating expenses. Other expenses for the three and six months ended
June 30, 2001 were $2,404,835 and $4,821,577 compared to the $2,130,784 and
$4,357,129 for the three and six months ended June 30, 2000 for an increase of
$274,051 and $464,448 respectively. Salaries and benefits increased to
$2,628,535 in 2001 from $2,472,802 in 2000, an increase of $155,733 or 6.3%.
Office supplies and postage costs increased during both the three and six month
periods due to required mailings under a new federal privacy law and disclosures
for the acquisition of the two Union Planters branches that were acquired in
July 2001. Although expenses increased in these periods, the Corporation's
efficiency ratio for the three and six-month periods ended June 30, 2001 was
46.61% and 48.73% compared to 46.22% and 47.29% for the same periods in 2000.
BALANCE SHEET ANALYSIS
Amount of Percent of
June 30, December 31, Increase Increase
2001 2000 (Decrease) (Decrease)
---------------------------------------------------------------------------
Cash and Cash Equivalents $ 10,877,913 $ 11,278,526 -$400,613 -3.55%
Investment Securities 109,861,572 101,034,174 8,827,398 8.74%
Loans, net 247,706,301 248,696,755 -990,454 -0.40%
Total Assets 396,745,320 382,800,409 13,944,911 3.64%
Total Deposits 321,511,099 289,907,757 31,603,342 10.90%
Total Stockholders' Equity 45,951,490 43,376,961 2,574,529 5.94%
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are made up of cash, balances at correspondent banks
and federal funds sold. The decrease at June 30, 2001 was due to improved
collectibility of cash letter items and less cash on hand for operations.
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 increased
$8,827,398 or 8.7% as a result of the need to purchase securities to replace
securities that matured in the first part of the third quarter. Approximately
$9 million of replacement securities were purchased prior to the actual maturity
of the securities to be replaced to take advantage of the then current interest
rates. When these securities actually mature in the third quarter, the
investment accounts will be reduced by approximately $9 million.
LOANS
Loan demand continued to be strong in the service area of the Corporation even
though net loans decreased by .4% during the six-month period ended June 30,
2001. This was caused mainly by a decrease in poultry related loans due to
refinancing with other sources. 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
June 30, December 31, Increase Increase
2001 2000 (Decrease) (Decrease)
----------------------------------------------------------------------------------
Noninteresting-bearing Deposits $ 35,046,790 $ 36,961,489 -$1,914,699 -5.18%
Interest-bearing Deposits 90,905,259 68,499,167 22,406,092 32.71%
Savings 19,099,187 19,053,589 45,598 0.24%
Certificates of Deposit 176,459,863 165,393,512 11,066,351 6.69%
----------------------------------------------------------------------------------
Total Deposits $321,511,099 $289,907,757 $ 31,603,342 10.90%
==================================================================================
The increase in total 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.
FORWARD LOOKING STATEMENTS
In addition to historical information, this report contains statements which
constitute forward-looking statements and information within the meaning of the
Private Securities Litigation Reform Act of 1995 which are based on management's
beliefs, plans, expectations, 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 report that do not relate to historical facts are
intended to identify forward-looking statements. These statements appear in a
number of places in this report, including, but not limited to, statements found
in Item 1 "Notes to Consolidated Financial Statements" and in Item 2
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." 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 Corporation's and the Bank's business include,
but are not limited to, the following: (a) the risk of adverse changes in
business conditions in the banking industry generally and in the specific
markets in which the Corporation operate; (b) changes in the legislative and
regulatory environment that negatively impact the Corporation and Bank through
increased operating expenses; (c) increased competition from other financial
institutions; (d) the impact of technological advances; (e) expectations about
the movement of interest rates, including actions that may be taken by the
federal Reserve Board in response to changing economic conditions; (f) changes
in asset quality and loan demand; (g) expectations about overall economic
strength and the performance of the economics in the Corporation's market area
and (h) other risks detailed from time to time in the Corporation's filings with
the Securities and Exchange Commission. The Corporation does not undertake any
obligation to update or revise any forward-looking statements subsequent to the
date on which they are made.
CITIZENS HOLDING COMPANY
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Overview
The definition of market risk is the possibility of loss that could result from
adverse changes in market prices and rates. The Corporation has taken steps to
assess the amount of risk that is associated with its asset and liability
structure. The Corporation measures the potential risk on a regular basis and
makes changes to its strategies to manage these risks. The Corporation does not
participate in some of the financial instruments that are inherently subject to
substantial market risk.
Market/Interest Rate Risk Management
The primary purpose in managing interest rate risk is to effectively invest
capital and preserve the value created by the core banking business. The
Corporation utilizes an investment portfolio to manage the interest rate risk
naturally created through its business activities. The quarterly interest rate
risk report is used to evaluate exposure to interest rate risk, project earnings
and manage the composition of the balance sheet and its growth.
Static gap analysis is also used in measuring interest rate risk. An analysis
of the Corporation's repricing opportunities indicates a negative gap position
over the next three- and twelve- month periods which indicates that the
Corporation would benefit somewhat from a decrease in market interest rates,
such as the recent interest rate reductions ordered by the Federal Reserve
Board. The Corporation has experienced an increased number of called investment
securities related to the decrease in rates. These called securities generally
are re-invested at lower yields which in turn causes investment interest income
to be less.
Other than the recent interest rate decreases, there have been no material
change in the Corporation's market risk since the end of the last fiscal year
end of December 31, 2000.
PART II. - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Corporation held its Annual Meeting of Shareholders on May 1, 2001 at 3:30
p.m. at the Main Office of The Citizens Bank of Philadelphia, 521 Main Street,
Philadelphia, Mississippi. 3,108,425 shares or 94% of the Corporation's issued
and outstanding shares of common stock were represented either in person or by
proxy at the Annual Meeting.
The shareholders considered and voted upon a proposal to increase the number of
directors to serve on the Board of Directors from ten members to twelve members.
This proposal was adopted by the shareholders of the Corporation by a vote of
3,054,589 for the proposal, 52,181 shares against the proposal with 1,655
abstentions.
After the Annual Meeting, Don L. Fulton, Herbert A. King, and David P. Webb
continued as Class I Directors of the Corporation until their term of office
expires in 2003.
After the Annual Meeting, George R. Mars, William M. Mars, W. W. Dungan and
Steve Webb continued as Class III Directors of the Corporation until their term
expires in 2002.
An election was held to elect four Class II directors to a three-year term
expiring in 2004. The votes for each nominee were:
Shares Voted For Shares Withheld
M. G. Bond 3,026,039 82,386
Karl Brantley 3,030,999 77,426
David A. King 3,030,999 77,426
Greg L. McKee 3,026,039 82,386
An election was also held to elect one Class I director to a two-year term
expiring in 2003.
Shares Voted For Shares Withheld
Donald L. Kilgore 3,026,039 82,386
The shareholders considered and voted upon a proposal to ratify the Horne CPA
Group as the Corporation's independent auditors for the fiscal year ending
December 31, 2001. The shareholders of the Corporation adopted this proposal by
a vote of 3,094,435 affirmative votes to 13,990 votes against with no
abstentions.
The shareholders considered and voted upon a proposal requesting the Board of
Directors of the Corporation promptly to proceed with the sale or merger of the
Corporation by (i)
retaining an investment banking firm for the specific purpose of soliciting
offers to acquire the Corporation by sale or merger and (ii) establishing a
committee consisting of certain members of the Board of Directors to consider
and recommend to the full Board of Directors for approval the best offer
available to acquire the Company by sale or merger. This proposal was defeated
by the shareholders by a vote of 149,535 votes for the proposal, 2,542,417
shares against the proposal with 68,705 abstentions and 347,768 broker non-
votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3(i) Amended Articles of Incorporation of the Corporation *
3(ii) Amended and Restated Bylaws of the Corporation *
4 Rights Agreement between Citizens Holding Company *
and The Citizens Bank of Philadelphia, Mississippi
10 Directors' Deferred Compensation Plan - Form of Agreement *
10(a) Citizens Holding Company 1999 Directors' Stock *
Compensation Plan
10(b) Citizens Holding Company 1999 Employees' Long-Term *
Incentive Plan
* Filed as an exhibit to the Form 10 Registration Statement of the
Corporation (File No. 000-25221) filed on December 30, 1998 and
incorporated herein by reference, and also filed as an exhibit to Amendment
No. 1 to Form 10 Registration Statement of the Corporation (File No. 000-
25221) filed on June 21, 1999 and incorporated herein by reference.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter for which this report
on Form 10-Q is being filed with the Securities and Exchange Commission.
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: August 10, 2001 DATE: August 10, 2001