10-Q
1
d775470d10q.htm
10-Q
10-Q
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
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
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading
Symbol(s)
Name of Each Exchange
on Which Registered
Common Stock, $0.20 par value
CIZN
NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act:
None
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 every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of large accelerated filer, accelerated
filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller Reporting Company
☒
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 Rule 12b-2 of the
Exchange Act). ☐ Yes ☒ No
Number of shares outstanding of
each of the issuers classes of common stock, as of August 6, 2019:
Title
Outstanding
Common Stock, $0.20 par value
4,912,030
Table of Contents
CITIZENS HOLDING COMPANY
TABLE OF CONTENTS
PART I.
FINANCIAL INFORMATION
1
Item 1.
Consolidated Financial Statements.
1
Consolidated Statements of Financial Condition, as of June
30, 2019 (Unaudited) and December 31, 2018 (Audited)
1
Consolidated Statements of Income for the Six months ended June
30, 2019 (Unaudited) and 2018 (Unaudited)
2
Consolidated Statements of Comprehensive Income (Loss) for the Six months ended
June 30, 2019 (Unaudited) and 2018 (Unaudited)
3
Condensed Consolidated Statements of Cash Flows for the Six months ended June 30,
2019 (Unaudited) and 2018 (Unaudited)
4
Notes to Consolidated Financial Statements (Unaudited)
5
Item 2.
Managements Discussion and Analysis of Financial Condition and Results
of Operations.
29
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
42
Item 4.
Controls and Procedures.
44
PART II.
OTHER INFORMATION
45
Item 1.
Legal Proceedings.
45
Item 1A.
Risk Factors.
45
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.
45
*
None or Not Applicable.
SIGNATURES
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PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
CITIZENS HOLDING COMPANY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
June 30,
December 31,
2019
2018
(Unaudited)
(Audited)
ASSETS
Cash and due from banks
$
21,754,884
$
12,592,130
Interest bearing deposits with other banks
1,193,764
8,079,742
Investment securities available for sale, at fair value
483,906,292
444,746,454
Loans, net of allowance for loan losses of $3,821,473 in 2019 and $3,371,695 in 2018
461,914,254
425,905,093
Premises and equipment, net
20,169,558
19,717,305
Other real estate owned, net
3,383,444
3,440,148
Accrued interest receivable
4,400,453
4,165,783
Cash surrender value of life insurance
25,706,254
25,383,931
Deferred tax assets, net
2,789,557
6,633,539
Other assets
8,812,480
7,965,952
TOTAL ASSETS
$
1,034,030,940
$
958,630,077
LIABILITIES AND SHAREHOLDERS EQUITY
LIABILITIES
Deposits:
Noninterest-bearing demand
$
165,655,475
$
170,029,729
Interest-bearing NOW and money market accounts
331,589,279
298,220,430
Savings deposits
77,686,521
76,735,710
Certificates of deposit
219,927,045
211,235,641
Total deposits
794,858,320
756,221,510
Securities sold under agreement to repurchase
119,327,404
107,965,505
Federal funds purchased
12,000,000
Accrued interest payable
706,261
470,710
Deferred compensation payable
9,225,972
9,052,972
Other liabilities
1,776,660
1,053,063
Total liabilities
937,894,617
874,763,760
SHAREHOLDERS EQUITY
Common stock, $0.20 par value, 22,500,000 shares authorized, 4,912,030 shares issued and
outstanding at June 30, 2019 and 4,904,530 at December 31, 2018
982,406
980,906
Additional paid-in capital
4,379,037
4,298,499
Retained earnings
93,803,054
93,561,515
Accumulated other comprehensive loss, net of tax benefit of $1,006,701 at June 30, 2019 and
$4,978,232 at December 31, 2018
(3,028,174
)
(14,974,603
)
Total shareholders equity
96,136,323
83,866,317
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
$
1,034,030,940
$
958,630,077
The accompanying notes are an integral part of these financial statements.
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CITIZENS HOLDING COMPANY
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2019
2018
2019
2018
INTEREST INCOME
Interest and fees on loans
$
5,830,411
$
4,984,492
$
11,279,946
$
9,700,911
Interest on securities
Taxable
2,225,591
1,438,596
4,307,596
4,261,284
Nontaxable
512,869
1,295,828
1,129,648
1,295,828
Other interest
81,673
60,060
316,779
120,344
Total interest income
8,650,544
7,778,976
17,033,969
15,378,367
INTEREST EXPENSE
Deposits
1,916,769
515,506
3,645,441
1,016,715
Other borrowed funds
527,823
311,034
972,850
604,466
Total interest expense
2,444,592
826,540
4,618,291
1,621,181
NET INTEREST INCOME
6,205,952
6,952,436
12,415,678
13,757,186
PROVISION FOR (REVERSAL OF) LOAN LOSSES
264,819
88,962
460,298
(147,811
)
NET INTEREST INCOME AFTER PROVISION FOR (REVERSAL OF) LOAN LOSSES
5,941,133
6,863,474
11,955,380
13,904,997
OTHER INCOME
Service charges on deposit accounts
1,046,255
1,067,260
2,142,947
2,210,853
Other service charges and fees
769,668
717,053
1,453,308
1,385,517
Other operating income
256,255
294,097
522,834
582,470
Total other income
2,072,178
2,078,410
4,119,089
4,178,840
OTHER EXPENSES
Salaries and employee benefits
3,469,724
3,675,422
7,016,393
7,343,279
Occupancy expense
1,409,862
1,361,622
2,832,289
2,887,001
Other expense
1,443,463
1,910,845
3,113,584
3,765,290
Total other expenses
6,323,049
6,947,889
12,962,266
13,995,570
INCOME BEFORE PROVISION FOR INCOME TAXES
1,690,262
1,993,995
3,112,203
4,088,267
PROVISION FOR INCOME TAXES
319,520
305,855
514,690
627,740
NET INCOME
$
1,370,742
$
1,688,140
$
2,597,513
$
3,460,527
NET INCOME PER SHARE -Basic
$
0.28
$
0.35
$
0.53
$
0.71
-Diluted
$
0.28
$
0.35
$
0.53
$
0.71
DIVIDENDS PAID PER SHARE
$
0.24
$
0.24
$
0.48
$
0.48
The accompanying notes are an integral part of these financial statements.
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CITIZENS HOLDING COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2019
2018
2019
2018
Net income
$
1,370,742
$
1,688,140
$
2,597,513
$
3,460,527
Other comprehensive income (loss)
Securities
available-for-sale
Unrealized holding gains (losses)
7,149,042
(1,245,076
)
15,972,109
(10,661,302
)
Income tax effect
(1,783,686
)
310,646
(3,985,041
)
2,659,994
5,365,356
(934,430
)
11,987,068
(8,001,308
)
Rclassification adjustment for (losses) gains included in net income
(54,149
)
3,026
(54,149
)
11,047
Income tax effect
13,510
(755
)
13,510
(2,756
)
(40,639
)
2,271
(40,639
)
8,291
Total other comprehensive income (loss)
5,324,717
(932,159
)
11,946,429
(7,993,017
)
Comprehensive income (loss)
$
6,695,459
$
755,981
$
14,543,942
$
(4,532,490
)
The accompanying notes are an integral part of these financial statements.
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CITIZENS HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months
Ended June 30,
2019
2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities
$
5,293,805
$
5,402,261
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of securities available for sale
23,344,865
21,903,064
Proceeds from sale of investment securities
60,110,779
17,609,891
Purchases of investment securities available for sale
(108,814,987
)
(10,550,000
)
Purchases of bank premises and equipment
(879,034
)
(48,702
)
Proceeds from sales of bank premises and equipment
264,000
Decrease in interest bearing deposits with other banks
6,885,978
239,241
Proceeds from sale of other real estate
170,356
782,095
Net increase in loans
(36,591,743
)
(15,151,283
)
Net cash (used in) provided by investing activities
(55,773,786
)
15,048,306
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits
38,636,810
43,925,481
Net change in securities sold under agreement to repurchase
11,361,899
(68,372,991
)
Increase in federal funds purchased
12,000,000
11,000,000
Repayment of Federal Home Loan Bank advances
(10,000,000
)
Proceeds from exercise of stock options
27,000
Payment of dividends
(2,355,974
)
(2,351,816
)
Net cash provided by (used in) financing activities
59,642,735
(25,772,326
)
Net increase (decrease) in cash and due from banks
9,162,754
(5,321,759
)
Cash and due from banks, beginning of period
12,592,130
17,962,990
Cash and due from banks, end of period
$
21,754,884
$
12,641,231
The accompanying notes are an integral part of these financial statements.
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CITIZENS HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of and for the six months ended June 30, 2019
(Unaudited)
Note 1. Summary of Significant
Accounting Policies
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 June 30, 2019 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 (the Company) include the accounts of its wholly-owned subsidiary, The Citizens Bank of Philadelphia (the Bank and collectively with the Company, the Corporation).
In addition to full service commercial banking, the Bank offers title insurance services through its subsidiary, Title Services LLC. 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 Corporations Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on March 15, 2019.
Nature of Business
The Bank operates under a state bank
charter and provides general banking services. As a state bank, the Bank is subject to regulations of the Mississippi Department of Banking and Consumer Finance and the Federal Deposit Insurance Company. The Company is also subject to the
regulations of the Federal Reserve. The area served by the Bank is east central and southern counties of Mississippi and the surrounding areas. Services are provided at several branch offices.
Estimates
The preparation of consolidated financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Estimates that are particularly susceptible to significant change relate to the determination of the
allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowance for loan losses and valuation of foreclosed real estate,
management obtains independent appraisals for significant properties.
While management uses available information to recognize losses on loans and to
value foreclosed real estate, future additions to the allowance or adjustments to the valuation may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process,
periodically review the Companys allowance for loan losses and valuations of foreclosed real estate. Such agencies may require the Company to recognize additions to the allowance or to make adjustments to the valuation based on their judgments
about information available to them at the time of their examination. Due to these factors, it is reasonably possible that the allowance for loan losses and valuation of foreclosed real estate may change materially in the near term.
Adoption of New Accounting Standards
ASU 2016-02 Leases (Topic 842) (ASU 2016-02) requires lessees and lessors recognize lease assets and lease liabilities on the statement of financial
condition and disclose key information about leasing arrangements. ASU 2016-02 was effective for the Company on January 1, 2019. ASU 2016-02 provides for a modified
retrospective transition approach requiring lessees to recognize and measure leases on the balance sheet at the beginning of either the earliest period presented or as of the beginning of the period of adoption with the option to elect certain
practical expedients. The Company has elected to apply ASU 2016-02 as of the beginning of the period of adoption (January 1, 2019) and have not restated comparative periods. Of the optional practical
expedients available under ASU 2016-02, all that apply have been adopted.
The Companys operating leases
relate primarily to branch properties and related equipment. As a result of implementing ASU 2016-02, we recognized an operating lease
right-of-use (ROU) asset of $1.086 million and an operating lease liability of $1.086 million on January 1, 2019, with no impact on our
consolidated statements of income or condensed consolidated statement of cash flows compared to the prior lease accounting model. The ROU asset and liability are recorded in other assets and other liabilities, respectively, in the consolidated
statements of condition. See Note 8. Premises and Equipment for additional information.
Newly Issued, But Not Yet Effective Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 makes significant changes to the accounting for credit losses on
financial instruments and disclosures about them. The new current expected credit loss (CECL) impairment model will require an estimate of expected credit losses, measured over the contractual life of an instrument, which considers reasonable and
supportable forecasts of future economic conditions in addition
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to information about past events and current conditions. The standard provides significant flexibility and
requires a high degree of judgment with regards to pooling financial assets with similar risk characteristics, determining the contractual terms of said financial assets and adjusting the relevant historical loss information in order to develop an
estimate of expected lifetime losses. In addition, ASU 2016-13 amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration. The amendments in ASU 2016-13 are currently effective for fiscal years beginning after December 31, 2019, and interim periods within those years for public business entities that are SEC filers. ASU
2016-13 permits the use of estimation techniques that are practical and relevant to the Companys circumstances, as long as they are applied consistently over time and faithfully estimate expected credit
losses in accordance with the standard. The ASU lists several common credit loss methods that are acceptable such as a discounted cash flow method, loss-rate method and probability of default/loss given default (PD/LGD) method. Depending on the
nature of each identified pool of financial assets with similar risk characteristics, the Company currently plans on implementing a PD/LGD method or a loss-rate method to estimate expected credit losses. The Company expects ASU 2016-13 to have a significant impact on the Companys accounting policies, internal controls over financial reporting and footnote disclosures. The Company has assessed its data and system needs and has begun
designing its financial models to estimate expected credit losses in accordance with the standard. Further development, testing and evaluation of said models is required to determine the impact that adoption of this standard will have on the
financial condition and results of operations of the Company.
ASU 2018-13 Fair Value Measurement (Topic
820) Changes in the Disclosure Requirements for Fair Value Measurement (ASU 2018-13) removes the requirement to disclose the amount of and reasons for transfers between
Level 1 and Level 2 fair value measurement methodologies, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements. It also adds a requirement to disclose changes in unrealized
gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop
Level 3 measurements. For certain unobservable inputs, entities may disclose other quantitative information in lieu of the weighted average if the other quantitative information would be a more reasonable and rational method to reflect the
distribution of unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Management is currently
evaluating the impact this ASU will have on the Companys financial statements.
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Note 2. Mergers and Acquisitions
Merger with Charter Bank
On May 21, 2019, the
Company, the Bank and Charter Bank (Charter) entered into an agreement and plan of merger pursuant to which Charter will merge with and into the Bank. Under the terms of the merger agreement, each Charter shareholder will have the right
to receive 0.39417 shares of the Companys common stock and $3.615 in cash for each outstanding share of Charter common stock. The aggregate purchase price is estimated to be approximately $20.0 million, based on our closing price of
$20.76 on August 1, 2019. The transaction is expected to close in the fourth quarter of 2019 and is subject to customary conditions set forth in the merger agreement, including the receipt of regulatory approvals and approval by a majority of
Charters shareholders.
Note 3. 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 June 30, 2019, the Corporation had entered into loan commitments with certain customers with an aggregate unused balance of $57,647,121 compared to an aggregate unused balance of
$58,835,208 at December 31, 2018. There were $2,492,810 of letters of credit outstanding at June 30, 2019 and $2,516,810 at December 31, 2018. 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 Corporations consolidated financial condition or results of operations.
Note 4. 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 and restricted stock using the treasury stock method. Net income per share was
computed as follows:
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For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2019
2018
2019
2018
Basic weighted average shares outstanding
4,897,970
4,889,772
4,895,265
4,886,258
Dilutive effect of granted options
2,921
5,020
2,697
7,729
Diluted weighted average shares outstanding
4,900,891
4,894,792
4,897,962
4,893,987
Net income
$
1,370,742
$
1,688,140
$
2,597,513
$
3,460,527
Net income per share-basic
$
0.28
$
0.35
$
0.53
$
0.71
Net income per share-diluted
$
0.28
$
0.35
$
0.53
$
0.71
Note 5. Equity Compensation Plans
The Corporation has adopted the 2013 Incentive Compensation Plan (the 2013 Plan), which the Corporation intends to use for 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 issued
awards to directors from the 1999 Directors Stock Compensation Plan (the Directors Plan), which has expired.
The following table
is a summary of the stock option activity for the six months ended June 30, 2019:
Directors Plan
2013 Plan
Number of
Shares
Weighted
Average
Exercise Price
Number of
Shares
Weighted
Average
Exercise Price
Outstanding at December 31, 2018
52,500
$
21.55
$
Granted
Exercised
Expired
(12,000
)
21.75
Outstanding at June 30, 2019
40,500
$
21.49
$
The intrinsic value of options outstanding under the Directors Plan at June 30, 2019, was $33,480. No options were
outstanding under the 2013 Plan as of June 30, 2019.
During 2019, the Corporations directors received restricted stock grants totaling 7,500
shares of common stock under the 2013 Plan. These grants vest over a one-year period ending April 23, 2020 during which time the recipients have rights to vote the shares and to receive dividends. The
grant date fair value of these shares was $161,475 and will be expensed ratably over the one year vesting period.
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Note 6. Income Taxes
For the three months ended June 30, 2019 and 2018, the Company recorded a provision for income taxes totaling $319 thousand and $306 thousand,
respectively. The effective tax rate was 18.9% and 15.3% for the three months ending June 30, 2019 and 2018, respectively.
For the six months ended
June 30, 2019 and 2018, the Company recorded a provision for income taxes totaling $515 thousand and $628 thousand, respectively. The effective tax rate was 16.5% and 15.4% for the six months ending June 30, 2019 and 2018,
respectively. The provision for income taxes includes both federal and state income taxes and differs from the statutory rate due to favorable permanent differences primarily related to tax free municipal investments.
Note 7. Securities
The amortized cost and estimated fair
value of securities available-for-sale and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income were as
follows:
June 30, 2019
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated Fair
Value
Securities
available-for-sale
Obligations of U.S. Government agencies
$
98,909,861
$
90,238
$
255,641
$
98,744,458
Mortgage backed securities
325,660,233
271,572
3,948,147
321,983,658
State, County, Municipals
63,371,075
329,930
522,829
63,178,176
Total
$
487,941,169
$
691,740
$
4,726,617
$
483,906,292
December 31, 2018
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated Fair
Value
Securities
available-for-sale
Obligations of U.S. Government agencies
$
99,365,930
$
$
3,388,147
$
95,977,783
Mortgage backed securities
259,742,501
4,921
12,373,269
247,374,153
State, County, Municipals
105,590,858
67,888
4,264,228
101,394,518
Total
$
464,699,289
$
72,809
$
20,025,644
$
444,746,454
At June 30, 2019 and December 31, 2018, securities with a carrying value of $357,072,500 and $357,231,440,
respectively, were pledged to secure government and public deposits and securities sold under agreement to repurchase.
The amortized cost and estimated
fair value of securities by contractual maturity at June 30, 2019 and December 31, 2018 are shown below. Actual maturities may differ from contractual maturities because issuers have the right to call or prepay certain obligations.
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June 30, 2019
December 31, 2018
Amortized
Estimated
Amortized
Estimated
Cost
Fair Value
Cost
Fair Value
Available-for-sale
Due in one year or less
$
784,744
$
786,283
$
1,875,288
$
1,877,665
Due after one year through five years
91,101,901
90,842,206
91,948,838
89,121,194
Due after five years through ten years
17,737,676
17,899,263
32,801,788
31,718,293
Due after ten years
52,656,615
52,394,882
78,330,873
74,655,149
Residential mortgage backed securities
257,852,024
254,499,198
187,776,954
179,235,806
Commercial mortgage backed securities
67,808,209
67,484,460
71,965,548
68,138,347
Total
$
487,941,169
$
483,906,292
$
464,699,289
$
444,746,454
The tables below show the Corporations gross unrealized losses and fair value of available-for-sale investments, aggregated by investment category and length of time that individual investments were in a continuous loss position at June 30, 2019 and December 31, 2018.
A summary of unrealized loss information for securities available-for-sale,
categorized by security type follows (in thousands):
June 30, 2019
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
$
$
$
40,203,509
$
255,641
$
40,203,509
$
255,641
Mortgage backed securities
55,354,535
389,940
207,450,160
3,558,207
262,804,695
3,948,147
State, County, Municipal
42,287,189
522,829
42,287,189
522,829
Total
$
55,354,535
$
389,940
$
289,940,858
$
4,336,677
$
345,295,393
$
4,726,617
December 31, 2018
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
$
$
$
95,977,783
$
3,388,147
$
95,977,783
$
3,388,147
Mortgage backed securities
12,257,636
179,281
234,928,705
12,193,988
247,186,341
12,373,269
State, County, Municipal
12,623,964
285,275
76,535,741
3,978,953
89,159,705
4,264,228
Total
$
24,881,600
$
464,556
$
407,442,229
$
19,561,088
$
432,323,829
$
20,025,644
The Corporations 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 since purchase, mainly in the mid-term sector. None of the unrealized losses disclosed in the previous table are
related to credit deterioration. The Corporation does not intend to sell any securities in an unrealized loss position that it holds and it is not more likely than not that the Corporation will be required to sell any such security prior to the
recovery of it amortized cost basis, which may be at maturity. Furthermore, even though a number of these securities have been in a continuous unrealized loss position for greater than twelve months, the Corporation is collecting principal and
interest payments as scheduled. The Corporation has determined that none of the securities in this classification were other-than-temporarily impaired at June 30, 2019 nor at December 31, 2018.
11
Table of Contents
Note 8. Loans
The composition of net loans (in thousands) at June 30, 2019 and December 31, 2018 was as follows:
June 30,
2019
December 31,
2018
Real Estate:
Land Development and Construction
$
54,574
$
41,134
Farmland
16,649
14,498
1-4 Family Mortgages
86,861
88,747
Commercial Real Estate
203,205
203,595
Total Real Estate Loans
361,289
347,974
Business Loans:
Commercial and Industrial Loans
90,597
66,421
Farm Production and Other Farm Loans
746
907
Total Business Loans
91,343
67,328
Consumer Loans:
Credit Cards
1,666
1,648
Other Consumer Loans
11,457
12,372
Total Consumer Loans
13,123
14,020
Total Gross Loans
465,755
429,322
Unearned Income
(20
)
(45
)
Allowance for Loan Losses
(3,821
)
(3,372
)
Loans, net
$
461,914
$
425,905
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 on non-accrual status, when, in managements 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 on non-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.
12
Table of Contents
Period-end, non-accrual
loans (in thousands), segregated by class, were as follows:
June 30,
2019
December 31,
2018
Real Estate:
Land Development and Construction
$
113
$
Farmland
263
200
1-4 Family Mortgages
2,030
1,831
Commercial Real Estate
8,375
7,612
Total Real Estate Loans
10,781
9,643
Business Loans:
Commercial and Industrial Loans
273
76
Farm Production and Other Farm Loans
31
31
Total Business Loans
304
107
Consumer Loans:
Other Consumer Loans
71
89
Total Consumer Loans
71
89
Total Nonaccrual Loans
$
11,156
$
9,839
13
Table of Contents
An aging analysis of past due loans (in thousands), segregated by class, as of June 30, 2019, 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
$
1,612
$
113
$
1,725
$
52,849
$
54,574
$
Farmland
279
279
16,370
16,649
1-4 Family Mortgages
2,197
526
2,723
84,138
86,861
Commercial Real Estate
724
4,019
4,743
198,462
203,205
Total Real Estate Loans
4,812
4,658
9,470
351,819
361,289
Business Loans:
Commercial and Industrial Loans
345
189
534
90,063
90,597
26
Farm Production and Other Farm Loans
49
49
697
746
Total Business Loans
394
189
583
90,760
91,343
26
Consumer Loans:
Credit Cards
52
18
70
1,596
1,666
18
Other Consumer Loans
226
3
229
11,228
11,457
Total Consumer Loans
278
21
299
12,824
13,123
18
Total Loans
$
5,484
$
4,868
$
10,352
$
455,403
$
465,755
$
44
14
Table of Contents
An aging analysis of past due loans (in thousands), segregated by class, as of December 31, 2018 was as
follows:
Accruing
Loans
Loans
Loans
90 or more
90 or more
30-89 Days
Days
Total Past
Current
Total
Days
Past Due
Past Due
Due Loans
Loans
Loans
Past Due
Real Estate:
Land Development and Construction
$
1,494
$
54
$
1,548
$
39,586
$
41,134
$
54
Farmland
779
29
808
13,690
14,498
1-4 Family Mortgages
3,456
330
3,786
84,961
88,747
Commercial Real Estate
1,059
2,981
4,040
199,555
203,595
Total Real Estate Loans
6,788
3,394
10,182
337,792
347,974
54
Business Loans:
Commercial and Industrial Loans
1,672
21
1,693
64,728
66,421
Farm Production and Other Farm Loans
9
9
898
907
Total Business Loans
1,681
21
1,702
65,626
67,328
Consumer Loans:
Credit Cards
16
4
20
1,628
1,648
4
Other Consumer Loans
212
33
245
12,127
12,372
15
Total Consumer Loans
228
37
265
13,755
14,020
19
Total Loans
$
8,697
$
3,452
$
12,149
$
417,173
$
429,322
$
73
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, are charged-off when deemed uncollectible.
15
Table of Contents
Impaired loans (in thousands) as of June 30, 2019, 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
Investment
Real Estate:
Land Development and Construction
$
113
$
59
$
54
$
113
$
18
$
57
Farmland
261
261
261
$
265
1-4 Family Mortgages
803
714
89
803
24
$
978
Commercial Real Estate
11,239
4,914
4,609
9,523
462
$
9,204
Total Real Estate Loans
12,416
5,948
4,752
10,700
504
$
10,503
Business Loans:
Commercial and Industrial Loans
149
149
149
77
$
75
Total Business Loans
149
149
149
77
$
75
Total Loans
$
12,565
$
5,948
$
4,901
$
10,849
$
581
$
10,578
Impaired loans (in thousands) as of December 31, 2018, 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
Investment
Real Estate:
Land Development and Construction
$
$
$
$
$
$
Farmland
269
269
269
$
135
1-4 Family Mortgages
1,153
1,062
91
1,153
27
$
728
Commercial Real Estate
10,601
5,209
3,675
8,884
374
$
6,489
Total Real Estate Loans
12,023
6,540
3,766
10,306
401
$
7,352
Total Loans
$
12,023
$
6,540
$
3,766
$
10,306
$
401
$
7,352
16
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The following table presents troubled debt restructurings (in thousands, except for number of loans),
segregated by class:
Pre-Modification
Post-Modification
June 30, 2019
Outstanding
Outstanding
Number of
Recorded
Recorded
Loans
Investment
Investment
Commercial real estate
3
$
4,871
$
2,645
Total
3
$
4,871
$
2,645
Pre-Modification
Post-Modification
December 31, 2018
Outstanding
Outstanding
Number of
Recorded
Recorded
Loans
Investment
Investment
Commercial real estate
3
$
4,871
$
2,782
Total
3
$
4,871
$
2,782
Changes in the Corporations 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, 2018
3
$
3,047
Reductions due to:
Principal paydowns
(265
)
Totals at January 1, 2019
3
$
2,782
Reductions due to:
Principal paydowns
(137
)
Total at June 30, 2019
3
$
2,645
The allocated allowance for loan losses attributable to restructured loans was $174,274 at June 30, 2019 and
December 31, 2018. The Corporation had no commitments to lend additional funds on these troubled debt restructurings as of June 30, 2019.
17
Table of Contents
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 RISKThese 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 RISKThese 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
RISKThis 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 RISKBorrower 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 ATTENTIONBorrower 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 banks 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 ASSETSAssets 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. This
classification does not mean that the loan will incur a total or partial loss. Substandard loans may or may not be impaired.
18
Table of Contents
Grade 8. DOUBTFULA 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. LOSSLoans 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 managements most
updated judgment regarding grades at June 30, 2019.
The following table details the amount of gross loans (in thousands), segregated by loan grade
and class, as of June 30, 2019:
Special
Satisfactory
Mention
Substandard
Doubtful
Loss
Total
1,2,3,4
5,6
7
8
9
Loans
Real Estate:
Land Development and Construction
$
51,867
$
2,037
$
670
$
$
$
54,574
Farmland
15,361
398
890
16,649
1-4 Family Mortgages
78,023
2,008
6,830
86,861
Commercial Real Estate
166,473
21,631
15,101
203,205
Total Real Estate Loans
311,724
26,074
23,491
361,289
Business Loans:
Commercial and Industrial Loans
88,796
56
1,745
90,597
Farm Production and Other Farm Loans
715
31
746
Total Business Loans
89,511
56
1,745
31
91,343
Consumer Loans:
Credit Cards
1,596
70
1,666
Other Consumer Loans
11,293
51
68
45
11,457
Total Consumer Loans
12,889
51
138
45
13,123
Total Loans
$
414,124
$
26,181
$
25,374
$
45
$
31
$
465,755
19
Table of Contents
The following table details the amount of gross loans (in thousands) segregated by loan grade and class, as
of December 31, 2018:
Special
Satisfactory
Mention
Substandard
Doubtful
Loss
Total
1,2,3,4
5,6
7
8
9
Loans
Real Estate:
Land Development and Construction
$
39,726
$
840
$
568
$
$
$
41,134
Farmland
13,248
339
911
14,498
1-4 Family Mortgages
79,659
1,751
7,337
88,747
Commercial Real Estate
172,217
17,938
13,440
203,595
Total Real Estate Loans
304,850
20,868
22,256
347,974
Business Loans:
Commercial and Industrial Loans
63,994
81
2,346
66,421
Farm Production and Other Farm Loans
876
31
907
Total Business Loans
64,870
81
2,377
67,328
Consumer Loans:
Credit Cards
1,628
20
1,648
Other Consumer Loans
12,181
65
71
55
12,372
Total Consumer Loans
13,809
65
91
55
14,020
Total Loans
$
383,529
$
21,014
$
24,724
$
55
$
$
429,322
The allowance for loan losses is established through a provision for loan losses charged to expense, which represents
managements 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.
20
Table of Contents
The following table details activity in the allowance for loan losses by portfolio segment for the six
months ended June 30, 2019:
June 30, 2019
Real
Estate
Business
Loans
Consumer
Total
Beginning Balance, January 1, 2019
$
2,844,681
$
221,841
$
305,173
$
3,371,695
Provision for loan losses
72,381
211,247
176,670
460,298
Chargeoffs
14,981
12,178
41,886
69,045
Recoveries
23,498
8,297
26,730
58,525
Net (recoveries) chargeoffs
(8,517
)
3,881
15,156
10,520
Ending Balance
$
2,925,579
$
429,207
$
466,687
$
3,821,473
Period end allowance allocated to:
Loans individually evaluated for impairment
$
503,654
$
77,046
$
$
580,700
Loans collectively evaluated for impairment
2,421,925
352,161
466,687
3,240,773
Ending Balance, June 30, 2019
$
2,925,579
$
429,207
$
466,687
$
3,821,473
The following table details activity in the allowance for loan losses by portfolio segment for the six months ended
June 30, 2018:
June 30, 2018
Real
Estate
Business
Loans
Consumer
Total
Beginning Balance, January 1, 2018
$
2,151,715
$
346,781
$
520,732
$
3,019,228
Provision for (reversal of) loan losses
481,714
(410,727
)
(218,798
)
(147,811
)
Chargeoffs
98,644
15,347
59,355
173,346
Recoveries
82,114
197,321
50,444
329,879
Net chargeoffs (recoveries)
16,530
(181,974
)
8,911
(156,533
)
Ending Balance
$
2,616,899
$
118,028
$
293,023
$
3,027,950
Period end allowance allocated to:
Loans individually evaluated for impairment
$
528,937
$
$
$
528,937
Loans collectively evaluated for impairment
2,087,962
118,028
293,023
2,499,013
Ending Balance, June 30, 2018
$
2,616,899
$
118,028
$
293,023
$
3,027,950
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Table of Contents
The Corporations recorded investment in loans as of June 30, 2019 and December 31, 2018
related to each balance in the allowance for possible loan losses by portfolio segment and disaggregated on the basis of the Corporations impairment methodology was as follows (in thousands):
June 30, 2019
Real
Estate
Business
Loans
Consumer
Total
Loans individually evaluated for specific impairment
$
10,700
$
149
$
$
10,849
Loans collectively evaluated for general impairment
350,589
91,194
13,123
454,906
$
361,289
$
91,343
$
13,123
$
465,755
December 31, 2018
Real Estate
Business
Loans
Consumer
Total
Loans individually evaluated for specific impairment
$
10,306
$
$
$
10,306
Loans collectively evaluated for general impairment
337,668
67,328
14,020
419,016
$
347,974
$
67,328
$
14,020
$
429,322
Note 9. Premises and Equipment
The Company lease certain premises and equipment under operating leases. At June 30, 2019, the Company had lease liabilities and ROU assets totaling
$932 million related to these leases. Lease liabilities and ROU assets are reflected in other liabilities and other assets, respectively. For the six months ended June 30, 2019, the weighted average remaining lease term for operating
leases was 1.5 years and the weighted average discount rate used in the measurement of operating lease liabilities was 3.3%.
Lease costs were as follows:
Three Months Ended
Six Months Ended
June 30, 2019
June 30, 2019
(in thousands)
Operating lease cost
$
92
$
184
Short-term lease cost
6
12
Variable lease cost
$
98
$
196
There were no sale and leaseback transactions, leverage leases or lease transactions with related parties during the six
months ended June 30, 2019.
22
Table of Contents
A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the
total operating lease liability is as follows:
Six Months Ended
June 30, 2019
(in thousands)
Lease payments due:
Within one year
$
348
After one year but within two years
336
After two years but within three years
250
After three year but within four years
41
After four years but within five years
After five years
Total undiscounted cash flows
975
Discount on cash flows
(43
)
Total lease liability
$
932
Note 10. Shareholders Equity
The following summarizes the activity in the capital structure of the Company:
Accumulated
Number
Additional
Other
of Shares
Common
Paid-In
Comprehensive
Retained
Issued
Stock
Capital
Income (Loss)
Earnings
Total
Balance, January 1, 2019
4,904,530
$
980,906
$
4,298,499
$
(14,974,603
)
$
93,561,515
$
83,866,317
Net income
1,226,771
1,226,771
Dividends paid ($0.24 per share)
(1,177,087
)
(1,177,087
)
Options exercised
Restricted stock granted
Stock compensation expense
41,344
41,344
Other comprehensive income, net
6,621,712
6,621,712
Balance, March 31, 2019
4,904,530
$
980,906
$
4,339,843
$
(8,352,891
)
$
93,611,199
$
90,579,057
Net income
1,370,742
1,370,742
Dividends paid ($0.24 per share)
(1,178,887
)
(1,178,887
)
Options exercised
Restricted stock granted
7,500
1,500
(1,500
)
Stock compensation expense
40,694
40,694
Other comprehensive income, net
5,324,717
5,324,717
Balance, June 30, 2019
4,912,030
$
982,406
$
4,379,037
$
(3,028,174
)
$
93,803,054
$
96,136,323
23
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Accumulated
Number
Additional
Other
of Shares
Common
Paid-In
Comprehensive
Retained
Issued
Stock
Capital
Income (Loss)
Earnings
Total
Balance, January 1, 2018
4,894,705
$
978,941
$
4,103,139
$
(8,225,419
)
$
91,594,379
$
88,451,040
Net income
1,772,387
1,772,387
Dividends paid ($0.24 per share)
(1,174,729
)
(1,174,729
)
Options exercised
Restricted stock granted
Stock compensation expense
45,056
45,056
Other comprehensive income, net
(7,068,858
)
(7,068,858
)
Balance, March 31, 2018
4,894,705
$
978,941
$
4,148,195
$
(15,294,277
)
$
92,192,037
$
82,024,896
Net income
1,688,140
1,688,140
Dividends paid ($0.24 per share)
(1,177,087
)
(1,177,087
)
Options exercised
2,325
465
26,535
27,000
Restricted stock granted
7,500
1,500
(1,500
)
Stock compensation expense
42,581
42,581
Other comprehensive income, net
(924,159
)
(924,159
)
Balance, June 30, 2018
4,904,530
$
980,906
$
4,215,811
$
(16,218,436
)
$
92,703,090
$
81,681,371
Note 11. 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.
24
Table of Contents
The following table presents assets and liabilities that were measured at fair value on a recurring basis as
of June 30, 2019:
Fair Value Measurements Using:
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Totals
Securities available for sale
Obligations of U.S. Government Agencies
$
$
98,744,458
$
$
98,744,458
Mortgage-backed securities
321,983,658
321,983,658
State, county and municipal obligations
63,178,176
63,178,176
Total
$
$
483,906,292
$
$
483,906,292
The following table presents assets and liabilities that were measured at fair value on a recurring basis as of
December 31, 2018:
Fair Value Measurements Using:
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Totals
Securities available for sale
Obligations of U.S. Government Agencies
$
$
95,977,783
$
$
95,977,783
Mortgage-backed securities
247,374,153
247,374,153
State, county and municipal obligations
101,394,518
101,394,518
Total
$
$
444,746,454
$
$
444,746,454
The Corporation recorded no gains or losses in earnings for the period ended June 30, 2019 or December 31, 2018 that
were attributable to the change in unrealized gains or losses relating to assets still held at the reporting date.
25
Table of Contents
Impaired Loans
Loans considered impaired are reserved for at the time the loan is identified as impaired taking into account the fair value of the collateral less estimated
selling costs. Collateral may be real estate and/or business assets including but not limited to, equipment, inventory and accounts receivable. The fair value of real estate is determined based on appraisals by qualified licensed appraisers. The
fair value of the business assets is generally based on amounts reported on the businesss financial statements. Appraised and reported values may be adjusted based on managements historical knowledge, changes in market conditions from
the time of valuation and management knowledge of the client and the clients business. Since not all valuation inputs are observable, these nonrecurring fair value determinations are classified Level 3. The unobservable inputs may vary
depending on the individual assets with the fair value of real estate based on appraised value being the predominant approach. The Company reviews the certified appraisals for appropriateness and adjusts the value downward to consider selling,
closing and liquidation costs, which typically approximates 25% of the appraised value. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors previously
identified.
Other real estate owned
OREO is
primarily comprised of real estate acquired in partial or full satisfaction of loans. OREO is recorded at its estimated fair value less estimated selling and closing costs at the date of transfer, with any excess of the related loan balance over the
fair value less expected selling costs charged to the ALLL. Subsequent changes in fair value are reported as adjustments to the carrying amount and are recorded against earnings. The Company outsources the valuation of OREO with material balances to
third party appraisers. The Company reviews the third-party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically approximate 25% of the appraised value.
For assets measured at fair value on a nonrecurring basis during 2019 that were still held on the Corporations balance sheet at June 30, 2019, the
following table provides the hierarchy level and the fair value of the related assets:
Fair Value Measurements Using:
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Totals
Impaired loans
$
$
$
4,320,866
$
4,320,866
Total
$
$
$
4,320,866
$
4,320,866
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The following table presents information as of June 30, 2019 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
$
4,320,866
Appraised value of collateral less
estimated costs to sell
Estimated costs to sell
25
%
For assets measured at fair value on a nonrecurring basis during 2018 that were still held on the Corporations balance
sheet at December 31, 2018, the following table provides the hierarchy level and the fair value of the related assets:
Fair Value Measurements Using:
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Totals
Impaired loans
$
$
$
3,364,538
$
3,364,538
Other real estate owned
188,609
188,609
Total
$
$
$
3,553,147
$
3,553,147
Impaired loans with a carrying value of $4,901,566 and $3,364,538 had an allocated allowance for loan losses of $580,700 and
$401,347 at June 30, 2019 and December 31, 2018, 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.
After monitoring the carrying amounts for subsequent declines or impairments after foreclosure, management determined that a fair value adjustment to OREO in
the amount of $-0- was necessary and recorded during the six-month period ended June 30, 2019 and the year ended
December 31, 2018.
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.
27
Table of Contents
The following represents the carrying value and estimated fair value of the Corporations financial
instruments at June 30, 2019:
Fair Value Measurements Using:
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Total
Carrying
Identical
Observable
Unobservable
Fair
June 30, 2019
Value
Assets
Inputs
Inputs
Value
(Level 1)
(Level 2)
(Level 3)
Financial assets
Cash and due from banks
$
21,754,884
$
21,754,884
$
$
$
21,754,884
Interest bearing deposits with banks
1,193,764
1,193,764
1,193,764
Securities
available-for-sale
483,906,292
483,906,292
483,906,292
Net loans
461,914,254
457,451,358
457,451,358
Financial liabilities
Deposits
$
794,858,320
$
574,931,275
$
220,639,846
$
$
795,571,121
Securities sold under agreement to repurchase
119,327,404
119,327,404
119,327,404
Federal funds purchased
12,000,000
12,000,000
12,000,000
The following represents the carrying value and estimated fair value of the Corporations financial instruments at
December 31, 2018:
Fair Value Measurements Using:
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Total
Carrying
Identical
Observable
Unobservable
Fair
December 31, 2018
Value
Assets
Inputs
Inputs
Value
(Level 1)
(Level 2)
(Level 3)
Financial assets
Cash and due from banks
$
12,592,130
$
12,592,130
$
$
$
12,592,130
Interest bearing deposits with banks
8,079,742
8,079,742
8,079,742
Securities
available-for-sale
444,746,454
444,746,454
444,746,454
Net loans
425,905,093
420,992,074
420,992,074
Financial liabilities
Deposits
$
756,221,510
$
544,985,869
$
210,477,092
$
$
755,462,961
Securities sold under agreement to repurchase
107,965,505
107,965,505
107,965,505
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ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report on Form 10-Q (the Quarterly Report) contains
statements that constitute forward-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 managements 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 identify forward-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 Citizens Holding Company (the Company) and the Companys 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, and 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;
expectations about overall economic strength and the performance of the economy in the Companys market
area;
risks arising from owning our common stock, such as volatility and trading volume, our ability to pay dividends,
the regulatory limitations on stock ownership, and the provisions in our governing documents that may make it more difficult for another party to obtain control of us; and
29
Table of Contents
risks relating to the merger of Charter with and into the Bank, including the risks relating to merger outlined
in the Companys registration statement on Form S-4 filed with the Securities and Exchange Commission;
other risks detailed from
time-to-time in the Companys filings with the Securities and Exchange Commission.
Except as required by law, 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.
Managements discussion and analysis is intended to provide greater
insight into the results of operations and the financial condition of 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 a
one-bank holding company incorporated under the laws of the State of Mississippi on February 16, 1982. The Company is the sole shareholder of the 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 June 30, 2019, the Bank was the largest bank headquartered in Neshoba County, Mississippi, with total
assets of $1,033.753 million and total deposits of $796.422 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
Companys 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 June 30, 2019, was 26.32% and at December 31, 2018, was 21.34%. The increase was due to an increase in short-term marketable assets at June 30, 2019. Management believes it maintains adequate liquidity
for the Corporations current needs.
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Table of Contents
The Corporations primary source of liquidity is customer deposits, which were $794,858,320 at
June 30, 2019, and $756,221,510 at December 31, 2018. Other sources of liquidity include investment securities, the Corporations line of credit with the Federal Home Loan Bank (FHLB) and federal funds lines with
correspondent banks. The Corporation had $483,906,292 invested in available-for-sale investment securities at June 30, 2019, and $444,746,454 at December 31,
2018. This increase was due to purchases in excess of maturities, paydowns, sales and calls and an increase in the market value of the Corporations investment securities portfolio.
The Corporation also had $1,193,764 in interest bearing deposits at other banks at June 30, 2019 and $8,079,742 at December 31, 2018. The
Corporation had secured and unsecured federal funds lines with correspondent banks in the amount of $45,000,000 at both June 30, 2019 and December 31, 2018. In addition, the Corporation has the ability to draw on its line of credit with
the FHLB. At June 30, 2019, the Corporation had unused and available $178,955,028 of its line of credit with the FHLB and at December 31, 2018, the Corporation had unused and available $171,252,131 of its line of credit with the FHLB. The
increase in the amount available under the Corporations line of credit with the FHLB from the end of 2018 to June 30, 2019, was the result of an increase in the amount of loans eligible for the collateral pool securing the
Corporations line of credit with the FHLB. The Corporation had federal funds purchased of $12,000,000 as of June 30, 2019 and $-0- as of December 31,
2018. 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
managements 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 $96,136,323 at June 30, 2019, as compared to $83,866,317 at December 31, 2018. 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 coupled with the increase in earnings in excess of dividends paid. The market value adjustment, which
was an increase due to general market conditions, specifically the decrease in medium term interest rates, caused an increase in the market price of the Corporations investment portfolio.
The Corporation paid aggregate cash dividends in the amount of $2,355,974, or $0.48 per share, during the six-month
period ended June 30, 2019 compared to $2,351,816, or $0.48 per share, for the same period in 2018.
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 June 30, 2019, 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.
31
Table of Contents
Minimum Capital
Requirement to be
Minimum Capital
Requirement to be
Adequately
Actual
Well Capitalized
Capitalized
Amount
Ratio
Amount
Ratio
Amount
Ratio
June 30, 2019
Citizens Holding Company
Tier 1 leverage ratio
$
96,015
9.33
%
$
51,430
5.00
%
$
41,144
4.00
%
Common Equity tier 1 capital ratio
96,015
16.49
%
66,859
6.50
%
46,287
4.50
%
Tier 1 risk-based capital ratio
96,015
16.49
%
46,571
8.00
%
34,928
6.00
%
Total risk-based capital ratio
99,836
17.15
%
58,213
10.00
%
46,571
8.00
%
December 31, 2018
Citizens Holding Company
Tier 1 leverage ratio
$
95,691
9.93
%
$
48,191
5.00
%
$
38,553
4.00
%
Common Equity tier 1 capital ratio
95,691
17.40
%
62,648
6.50
%
43,372
4.50
%
Tier 1 risk-based capital ratio
95,691
17.40
%
43,986
8.00
%
32,990
6.00
%
Total risk-based capital ratio
99,063
18.02
%
54,983
10.00
%
43,986
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 for non-core banks and bank holding companies, such as the Bank and the Company. The capital framework under Basel III replaced 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 began to comply with the final Basel III rules, which became effective on January 1, 2019. Among other
things, the final Basel III rules impact regulatory capital ratios of banking organizations in the following manner:
Create a 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 subject banking organizations to certain limitations on capital distributions and discretionary bonus payments to
executive officers if the organization does 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 increases the
minimum common 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.
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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 June 30, 2019, the Company and the
Bank meet all capital adequacy requirements under Basel III. The changes to the calculation of risk-weighted assets required by Basel III did not have a material impact on the Corporations capital ratios as presented.
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:
33
Table of Contents
For the Three Months Ended
June 30,
For the Six Months
Ended June 30,
2019
2018
2019
2018
Interest Income, including fees
$
8,650,544
$
7,778,976
$
17,033,969
$
15,378,367
Interest Expense
2,444,592
826,540
4,618,291
1,621,181
Net Interest Income
6,205,952
6,952,436
12,415,678
13,757,186
Provision for (reversal of) loan losses
264,819
88,962
460,298
(147,811
)
Net Interest Income after
Provision for (reversal of) loan losses
5,941,133
6,863,474
11,955,380
13,904,997
Other Income
2,072,178
2,078,410
4,119,089
4,178,840
Other Expense
6,323,049
6,947,889
12,962,266
13,995,570
Income Before Provision For
Income Taxes
1,690,262
1,993,995
3,112,203
4,088,267
Provision for Income Taxes
319,520
305,855
514,690
627,740
Net Income
$
1,370,742
$
1,688,140
$
2,597,513
$
3,460,527
Net Income Per shareBasic
$
0.28
$
0.35
$
0.53
$
0.71
Net Income Per Share-Diluted
$
0.28
$
0.35
$
0.53
$
0.71
See Note 3 to the Corporations Consolidated Financial Statements for an explanation regarding the Corporations
calculation of Net Income Per Sharebasic anddiluted.
Annualized return on average equity (ROE) was 6.10% for the three months
ended June 30, 2019, and 8.06% for the corresponding period in 2018. For the six months ended June 30, 2019, ROE was 5.90% compared to 8.05% for the six months ended June 30, 2018. The decrease in ROE for the six months ended
June 30, 2019 was caused by the increase in equity balances and a decrease in net income compared to the same period in 2018.
Book value per share
increased to $19.57 at June 30, 2019, compared to $17.09 at December 31, 2018. The increase in book value per share reflects earnings in excess of dividends coupled with a decrease in other comprehensive loss due to the increase in fair
value of the Corporations investment securities. Average assets for the six months ended June 30, 2019 were $1,019,183,686 compared to $971,893,427 for the year ended December 31, 2018. This increase was due mainly to an increase in
loans and available-for-sale securities partially offset by a decrease in interest bearing due from bank accounts.
NET INTEREST INCOME / NET INTEREST MARGIN
One
component of the Corporations 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.
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Table of Contents
The annualized net interest margin was 2.65% for the three months ended June 30, 2019 compared to 3.14%
for the corresponding period of 2018. For the six months ended June 30, 2019, annualized net interest margin was 2.69% compared to 3.12% for the six months ended June 30, 2018. The decrease in net interest margin for the three and six
months ended June 30, 2019, when compared to the same period in 2018, was the result of the increase in rates paid on deposits in excess of the increase in yields on earning assets, as detailed below. Earning assets averaged $956,491,167 for
the three months ended June 30, 2019. This represents an increase of $65,756,131, or 7.4%, over average earning assets of $890,735,036 for the three months ended June 30, 2018. For the six months ended June 30, 2019, earning assets
averaged $943,158,101. This represents an increase of $27,217,623, or 3.0%, over average earning assets of $915,940,478 for the six months ended June 30, 2018.
Interest bearing deposits averaged $650,751,387 for the three months ended June 30, 2019. This represents an increase of $46,571,978, or 7.7%, from the
average of interest-bearing deposits of $604,179,409 for the three months ended June 30, 2018. This was due to an increase in interest-bearing NOW accounts, savings and certificates of deposit.
Other borrowed funds averaged $113,884,108 for the three months ended June 30, 2019. This represents an increase of $4,165,069, or 3.8%, over the other
borrowed funds of $109,719,039 for the three months ended June 30, 2018. This increase in other borrowed funds was due to a decrease in federal funds purchased and securities sold under agreements to repurchase for the three months ended
June 30, 2019, when compared to the three months ended June 30, 2018.
Interest bearing deposits averaged $624,414,186 for the six months ended
June 30, 2019. This represents an increase of $21,595,519, or 3.6%, from the average of interest-bearing deposits of $602,818,667 for the six months ended June 30, 2018. This was due, in large part, to an increase in interest-bearing NOW
accounts, money market accounts and certificates of deposit partially offset by a decrease in savings.
Other borrowed funds averaged $110,356,373 for the
six months ended June 30, 2019. This represents a decrease of $4,506,049, or 3.9%, over the other borrowed funds of $114,862,422 for the six months ended June 30, 2018. This decrease in other borrowed funds was due to a decrease in federal
funds purchased and FHLB advances partially offset by an increase in securities sold under agreements to repurchase for the six months ended June 30, 2019, when compared to the six months ended June 30, 2018.
Net interest income was $6,205,952 for the three months ended June 30, 2019, a decrease of $746,484 from $6,952,436 for the three months ended
June 30, 2018, primarily due to an increase in the rates paid on deposits from the same period in 2018. The changes in volume in earning assets, deposits and borrowed funds are discussed above. As for changes in interest rates in the three
months ended June 30, 2019, the yields on earning assets increased and the rates paid on deposits increased from the same period in 2018. The yield on all interest-bearing assets increased 10 basis points to 3.60% in the three months ended
June 30, 2019 from 3.50% for the same period in 2018. At the same time, the rate paid on all interest-bearing liabilities for the three months ended June 30, 2019 increased 75 basis points to 1.21% from 0.46% in the same period in 2018. 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 decrease.
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Table of Contents
Net interest income was $12,415,678 for the six months ended June 30, 2019, a decrease of $1,341,508
from $13,757,186 for the six months ended June 30, 2018, primarily due to an increase in the rates paid on deposits from the same period in 2018. The changes in volume in earning assets, deposits and borrowed funds are discussed above. As for
changes in interest rates in the six months ended June 30, 2019, the yields on earning assets increased and the rates paid on deposits increased from the same period in 2018. The yield on all interest-bearing assets increased 19 basis points to
3.66% in the six months ended June 30, 2019 from 3.47% for the same period in 2018. At the same time, the rate paid on all interest-bearing liabilities for the six months ended June 30, 2019 increased 78 basis points to 1.23% from 0.45% in
the same period in 2018. 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 decrease.
The following table shows the interest and fees and corresponding yields for loans only.
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2019
2018
2019
2018
Interest and Fees
$
5,830,411
$
4,984,492
$
11,279,946
$
9,700,911
Average Gross Loans
456,841,231
411,823,914
446,015,689
409,429,328
Annualized Yield
5.10
%
4.84
%
5.06
%
4.74
%
CREDIT LOSS EXPERIENCE
As a natural corollary to the Corporations 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 Corporations management and Board of Directors.
The Corporation charges off that portion of any loan that the
Corporations 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 borrowers financial condition. The general economic conditions in the borrowers industry influence this determination. The principal amount of any loan
that is declared a loss is charged against the Corporations allowance for loan losses.
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Table of Contents
The Corporations 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 Corporations 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 Corporations 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.
The following table summarizes the Corporations allowance for loan losses for
the dates indicated:
Quarter Ended
June 30,
2019
Year Ended
December 31,
2018
Amount of
Increase
(Decrease)
Percent of
Increase
(Decrease)
BALANCES:
Gross Loans
$
465,754,828
$
429,322,113
$
36,432,715
8.49
%
Allowance for Loan Losses
3,821,473
3,371,695
449,778
13.34
%
Nonaccrual Loans
11,156,736
9,838,870
1,317,866
13.39
%
Ratios:
Allowance for loan losses to gross loans
0.82
%
0.79
%
Net loans charged off (recovered) to allowance for loan losses
0.28
%
-0.55
%
The provision for loan losses for the three months ended June 30, 2019 was $264,819, an increase of $175,857 from the
provision for loan losses of $88,962 for the same period in 2018. The provision for loan losses for the six months ended June 30, 2019 was $460,298, an increase of $608,109 from the reversal of provision for loan losses of $147,811 for the same
period in 2018. The change in the Corporations loan loss provisions for the three and six months ended June 30, 2019 is a result of managements assessment of inherent loss in the loan portfolio, including the impact caused by
current local, national and international economic conditions coupled with an increase in loan demand. The Corporations 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 increased during this period due to new loans being added to nonaccrual status in excess of the amount of payments received and
loans charged off.
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Table of Contents
For the three months ended June 30, 2019, net loan losses charged to the allowance for loan losses
totaled $3,242, an increase of $216,789 from the $213,547 recovered in the same period in 2018. The increase was primarily due to a significant charge-off during the first quarter of 2018.
For the six months ended June 30, 2019, net loan losses charged to the allowance for loan losses totaled $10,520, an increase of $167,053 from the
$156,533 recovered in the same period in 2018. The increase was primarily due to a significant charge-off during the first quarter of 2018.
Management reviews quarterly with the Corporations 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 six months ended June 30, 2019 that have not been charged off. Management also believes that the
Corporations allowance will be adequate to absorb probable losses inherent in the Corporations loan portfolio. However, it remains possible that additional provisions for loan loss may be required.
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 June 30, 2019 was $2,072,178, a decrease of $6,232, or 0.3%, from
$2,078,410 in the same period in 2018. Service charges on deposit accounts were $1,046,255 in the three months ended June 30, 2019, compared to $1,067,260 for the same period in 2018. Other service charges and fees increased by $52,615, or
2.5%, to $769,668 in the three months ended June 30, 2019, compared to $717,053 for the same period in 2018. Other operating income not derived from service charges or fees decreased $37,842, or 12.9% to $256,255 in the three months ended
June 30, 2019, compared to $294,097 for the same period in 2018. This decrease was due mainly to an increase in losses from security sales due to strategic investment decisions and a decrease in mortgage loan origination income from long-term
mortgage loans originated for sale in the secondary market partially offset by an increase in 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 six months ended June 30, 2019 was $4,119,089, a decrease of $59,751, or 1.4%, from $4,178,840 in
the same period in 2018. Service charges on deposit accounts were $2,142,947 in the six months ended June 30, 2019, compared to $2,210,853 for the same period in 2018. Other service charges and fees increased by $67,791, or 4.9%, to $1,453,308
in the six months ended June 30, 2019, compared to $1,385,517 for the same period in 2018. Other operating income not derived from service charges or fees decreased $59,636, or 10.2% to $522,834 in the six months ended June 30, 2019,
compared to $582,470 for the same period in 2018. This decrease was due mainly to an increase in losses from security sales due to strategic investment decisions and a decrease in mortgage loan origination income from long-term mortgage loans
originated for sale in the secondary market partially offset by an increase in other income.
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Table of Contents
The following is a detail of the other major income classifications that were included in other operation
income on the income statement:
For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
Other operating income
2019
2018
2019
2018
BOLI Income
$
120,000
$
124,435
$
246,000
$
250,435
Mortgage Loan Origination Income
58,571
99,767
106,599
172,290
Income from security sales, net
(54,149
)
3,026
(54,149
)
11,047
Other Income
131,833
66,869
224,384
148,698
Total Other Income
$
256,255
$
294,097
$
522,834
$
582,470
OTHER EXPENSES
Other expenses include salaries and employee benefits, occupancy and equipment, and other operating expenses. Aggregate
non-interest expenses for the three months ended June 30, 2019 and 2018 were $6,323,049 and $6,947,889, respectively, a decrease of $624,840 or 9.0%. Salaries and benefits decreased to $3,469,724 for the
three months ended June 30, 2019, from $3,675,422 for the same period in 2018. Occupancy expense increased by $48,240, or 3.4%, to $1,409,862 for the three months ended June 30, 2019, compared to $1,361,622 for the same period of 2018.
Other operating expenses decreased by $467,382, or 24.5%, to $1,443,463 for the three months ended June 30, 2019, compared to $1,910,845 for the same period of 2018. This decrease was mainly due to a refund of prepaid postage and cost
containment throughout the Company partially offset by an increase in one-time legal and consulting fees related to the acquisition of Charter.
Other expenses include salaries and employee benefits, occupancy and equipment, and other operating expenses. Aggregate
non-interest expenses for the six months ended June 30, 2019 and 2018 were $12,962,266 and $13,995,570, respectively, a decrease of $1,033,304 or 7.4%. Salaries and benefits decreased to $7,016,393 for
the six months ended June 30, 2019, from $7,343,279 for the same period in 2018. Occupancy expense decreased by $54,712, or 1.9%, to $2,832,289 for the six months ended June 30, 2019, compared to $2,887,001 for the same period of 2018.
Other operating expenses decreased by $651,706, or 17.3%, to $3,113,584 for the six months ended June 30, 2019, compared to $3,765,290 for the same period of 2018.
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The following is a detail of the major expense classifications that make up the other operating expense line
item in the income statement:
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
Other Operating Expense
2019
2018
2019
2018
Advertising
$
124,641
$
170,471
$
303,296
$
326,517
Office Supplies
236,127
248,306
453,374
491,382
Legal and Audit Fees
279,982
135,512
413,270
244,869
Telephone expense
121,718
152,173
233,776
277,006
Postage and Freight
(447,286
)
152,151
(298,164
)
289,068
Loan Collection Expense
1,638
3,120
9,674
16,822
Other Losses
24,822
66,152
31,599
233,426
Regulatory and related expense
83,960
98,306
168,877
193,353
Debit Card/ATM expense
142,758
113,382
263,643
222,383
Travel and Convention
63,729
62,666
100,509
112,014
Other expenses
811,374
708,606
1,433,730
1,358,450
Total Other Expense
$
1,443,463
$
1,910,845
$
3,113,584
$
3,765,290
The Corporations efficiency ratio for the three months ended June 30, 2019 was 81.46%, compared to 77.65% for the
same period in 2018. For the six months ended June 30, 2019 and 2018, the Corporations efficiency ratio was 79.95%, compared to 76.07% for the same period in 2018. The efficiency ratio is the ratio of
non-interest expenses divided by the sum of net interest income (on a fully tax equivalent basis) and non-interest income.
BALANCE SHEET ANALYSIS
June 30,
2019
December 31,
2018
Amount of
Increase
(Decrease)
Percent of
Increase
(Decrease)
Cash and Due From Banks
$
21,754,884
$
12,592,130
$
9,162,754
72.77
%
Interest Bearing deposits with Other Banks
1,193,764
8,079,742
(6,885,978
)
-85.23
%
Investment Securities
483,906,292
444,746,454
39,159,838
8.80
%
Loans, net
461,914,254
425,905,093
36,009,161
8.45
%
Premises and Equipment
20,169,558
19,717,305
452,253
2.29
%
Total Assets
1,034,030,940
958,630,077
75,400,863
7.87
%
Total Deposits
794,858,320
756,221,510
38,636,810
5.11
%
Total Shareholders Equity
96,136,323
83,866,317
12,270,006
14.63
%
CASH AND CASH EQUIVALENTS
Cash and due from banks, which consist of cash, balances at correspondent banks and items in process of collection, balance at June 30, 2019 was
$21,754,884, which was an increase of $9,162,754 from the balance of $12,592,130 at December 31, 2018. The increase was due to an increase in the balances at correspondent banks due to a increase in the amount of checks drawn on other banks in
the normal process of clearing funds between these banks.
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Table of Contents
INVESTMENT SECURITIES
The Corporations investment securities portfolio primarily consists of United States agency debentures, mortgage-backed securities and obligations of
states, counties and municipalities. The Corporations investments securities portfolio at June 30, 2019 increased by $39,159,838, or 8.8%, to $483,906,292 from $444,746,454 at December 31, 2018. This increase was due to purchases and
increases in the market value of the Corporations investment securities portfolio in excess of maturities, paydowns, sales and calls.
LOANS
The Corporations loan balance
increased by $36,009,161, or 8.5%, during the six months ended June 30, 2019, to $461,914,254 from $425,905,093 at December 31, 2018. Loan demand, especially in land development and construction, commercial and industrial, and commercial
real estate categories, strengthened during the six months ended June 30, 2019 but competition for available loans continued to be strong during that period. No material changes were made to the loan products offered by the Corporation during
this period.
PREMISES AND EQUIPMENT
During
the six months ended June 30, 2019, the Corporations premises and equipment increased by $452,253, or 2.3%, to $20,169,558 from $19,717,305 at December 31, 2018. The increase was due to the purchase of a piece of property for
expansion partially offset by depreciation expense.
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Table of Contents
DEPOSITS
The following table shows the balance and percentage change in the various deposits:
June 30, 2019
December 31,
2018
Amount of
Increase
(Decrease)
Percent of
Increase
(Decrease)
Noninterest-Bearing Deposits
$
165,655,475
$
170,029,729
$
(4,374,254
)
-2.57
%
Interest-Bearing Deposits
331,589,279
298,220,430
33,368,849
11.19
%
Savings Deposits
77,686,521
76,735,710
950,811
1.24
%
Certificates of Deposit
219,927,045
211,235,641
8,691,404
4.11
%
Total deposits
$
794,858,320
$
756,221,510
$
38,636,810
5.11
%
Interest-bearing, savings and certificates of deposits increased during the six months ended June 30, 2019 while
noninterest-bearing deposits decreased slightly. 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.
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
Corporations off-balance sheet arrangements, which consist solely of commitments to fund loans and letters of credit.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Asset/Liability Management and Interest Rate Risk
The
principal objective of our asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while maximizing net income and preserving adequate levels of
liquidity and capital. The Board of Directors of the Bank has oversight of our asset and liability management function, which is managed by our Chief Financial Officer. Our Chief Financial Officer meets with our senior executive management team
regularly to review, among other things, the sensitivity of our assets and liabilities to market rate changes, local and national market conditions and market interest rates. That group also reviews our liquidity, capital, deposit mix, loan mix and
investment positions.
As a financial institution, our primary component of market risk is interest rate volatility. Fluctuations in interest rates will
ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the fair value of all interest earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest
rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair values.
We manage our exposure to interest rates primarily by structuring our balance sheet in the ordinary course of business. We do not typically enter into
derivative contracts for the purpose of managing interest rate risk, but we may elect to do so should the situation warrant. Based upon the nature of our operations, we are not subject to material foreign exchange or commodity price risk. We do not
own any trading assets.
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Table of Contents
We use an interest rate risk simulation model to test the interest rate sensitivity of net interest income
and the balance sheet. Instantaneous parallel rate shift scenarios are modeled and utilized to evaluate risk and establish exposure limits for acceptable changes in projected net interest margin. These scenarios, known as rate shocks, simulate an
instantaneous change in interest rates and use various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment and replacement of asset and
liability cash flows. We also analyze the economic value of equity as a secondary measure of interest rate risk. This is a complementary measure to net interest income where the calculated value is the result of the fair value of assets less the
fair value of liabilities. The economic value of equity is a longer-term view of interest rate risk because it measures the present value of all future cash flows. The impact of changes in interest rates on this calculation is analyzed for the risk
to our future earnings and is used in conjunction with the analyses on net interest income.
The following table summarizes the simulated change in net
interest income assuming a static balance sheet versus unchanged rates as of June 30, 2019 and December 31, 2018:
June 30, 2019
December 31, 2018
Following
12 months
Months
13-24
Following
12 months
Months
13-24
+400 basis points
0.5
%
9.7
%
-3.6
%
6.2
%
+300 basis points
2.8
%
9.9
%
-1.8
%
5.7
%
+200 basis points
4.5
%
9.2
%
-0.4
%
4.9
%
+100 basis points
3.2
%
5.6
%
0.5
%
3.2
%
Flat rates
-100 basis points
-8.5
%
-7.6
%
-1.7
%
-1.1
%
-200 basis points
-16.2
%
-17.2
%
-11.5
%
-9.5
%
The following table presents the change in our economic value of equity as of June 30, 2019 and December 31, 2018,
assuming immediate parallel shifts in interest rates:
Economic Value of Equity at Risk (%)
June 30, 2019
December 31, 2018
+400 basis points
1.9
%
-5.3
%
+300 basis points
4.7
%
-3.0
%
+200 basis points
6.2
%
-1.2
%
+100 basis points
4.6
%
-0.1
%
Flat rates
-100 basis points
-17.6
%
-9.4
%
-200 basis points
-40.7
%
-27.1
%
Many assumptions are used to calculate the impact of interest rate fluctuations. Actual results may be significantly different
than our projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. The computations of interest rate risk shown above do not include actions that our management may
undertake to manage the risks in response to anticipated changes in interest rates, and actual results may also differ due to any actions taken in response to the changing rates.
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Table of Contents
As part of our asset/liability management strategy, our management has emphasized the origination of shorter
duration loans as well as variable rate loans to limit the negative exposure to a rate increase. We also desire to acquire deposit transaction accounts, particularly noninterest or low interest bearing
non-maturity deposit accounts, whose cost is less sensitive to changes in interest rates.
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 Commissions rules and forms, including ensuring that such information is accumulated and communicated to the Corporations 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 June 30, 2019 (the end of the period covered by this
Quarterly Report).
There were no changes to the Corporations internal control over financial reporting that occurred in the three months ended
June 30, 2019, that have materially affected, or are reasonably likely to materially affect, the Corporations internal control over financial reporting.
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Table of Contents
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 Corporations consolidated financial condition or results of
operations.
ITEM 1A.
RISK FACTORS.
The Corporations business, future financial 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 Form 10-K for the year ended December 31, 2018, which the Corporation filed with the Securities and Exchange
Commission on March 15, 2019. 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
Managements 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 Corporations Annual Report on Form 10-K for the year ended December 31, 2018, the Corporations quarterly
reports on Form 10-Q and other reports filed with the SEC are not necessarily all of the risks and uncertainties that may affect the Corporations business, financial condition and results of operations
in the future.
There have been no material changes to the risk factors as disclosed in the Corporations Annual Report on Form 10-K for the Corporations year ended December 31, 2018.
ITEM 6.
EXHIBITS.
Exhibits
2.1
Agreement and Plan of Merger, dated as of May
21, 2019, by and among Citizens Holding Company, The Citizens Bank of Philadelphia and Charter Bank (incorporated by reference to Exhibit 2.1 to Form 8-K filed by Citizens Holding Company on May 21, 2019)
31(a)
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
31(b)
Certification of the Chief Financial Officer pursuant to Rule 13a-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.
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Table of Contents
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: August 9, 2019
46
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.