8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

January 24, 2014

Date of Report (Date of earliest event reported)

CITIZENS HOLDING COMPANY

(Exact name of the registrant as specified in its charter)

MISSISSIPPI	001-15375	64-0666512
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

521 Main Street, Philadelphia, Mississippi	39350
(Address of principal executive office)	(Zip Code)

(601) 656-4692

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 2.02. Results of Operation and Financial Condition.

On January 24, 2014, Citizens Holding Company (the “Company”) issued a press release that announced the earnings for the Company for the fourth quarter of 2013. This press release, including accompanying financial highlights, is furnished as Exhibit 99.1 to this Form 8-K.

Item 7.01. Regulation FD Disclosure.

On January 24, 2014, the Company issued a press release that announced the earnings for the Company for the fourth quarter of 2013. This press release, including accompanying financial highlights, is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release dated January 24, 2014, including financial highlights

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 hereunto duly authorized.

CITIZENS HOLDING COMPANY
	BY:	/s/ Robert T. Smith
		Robert T. Smith
		Treasurer and Chief Financial Officer

DATE: January 24, 2014

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated January 24, 2014, including financial highlights

EX-99.1

EXHIBIT 99.1

CITIZENS HOLDING COMPANY REPORTS EARNINGS

PHILADELPHIA, Miss.—(BUSINESS WIRE)—January 24, 2014—Citizens Holding Company (NASDAQ:CIZN) announced today results of operations for the three and twelve months ended December 31, 2013.

Net income for the three months ended December 31, 2013 was $2.122 million, or $0.44 per share-basic and diluted, up from $1.740 million, or $0.34 per share-basic and $0.33 per share-diluted for the same quarter in 2012. Net interest income for the third quarter of 2013, after the provision for loan losses for the quarter, was $6.846 million, approximately 3.0% higher than the same period in 2012, due to a decrease in interest expense. The provision for loan losses for the three months ended December 31, 2013 was $375 thousand compared to $218 thousand for the same period in 2012. The increase in the provision reflects management’s estimate of inherent losses in the loan portfolio including the impact of current local and national economic conditions. The net interest margin decreased to 3.65% in the fourth quarter of 2013 from 3.74% in the same period in 2012 primarily because of the decrease in yields on earning assets was greater than the decline in rates paid on interest bearing deposits.

Non-interest income decreased in the fourth quarter of 2013 by $292 thousand, or 12.6%, while non-interest expenses decreased $570 thousand, or 8.5%, compared to the same period in 2012. The decrease in non-interest income was due primarily to a decrease in other income offset partially by an increase in service charges on deposit accounts and other service charges and fees. Non-interest expenses decreased due to a $286 thousand decrease in other operating expense and a $101 thousand decrease in salaries and benefits and a $183 thousand decrease in occupancy expense. The decrease in other operating expense was due mainly as a result of lower regulatory and related costs.

Net income for the twelve months ended December 31, 2013 increased 5.4% to $7.150 million, or $1.47 per share-basic and diluted, from $6.784 million, or $1.40 per share-basic and $1.39 per-share diluted, for the twelve months ended December 31, 2012. Net interest income for the twelve months ended December 31, 2013, after the provision for loan losses, decreased 4.8% to $25.831 million from $27.133 million for the same period in 2012. Net interest margin for the twelve months ended December 31, 2013, decreased to 3.59% in 2013 from 3.93% in the same period in 2012. The provision for loan losses for the twelve months ended December 31, 2013 was $2.204 million compared to the provision of $1.546 million in 2012. The increase in the provision reflects management’s assessment of inherent losses in the loan portfolio including the impact caused by current local and national economic conditions.

Non-interest income increased by $414 thousand, or 5.6%, and non-interest expense decreased by $1.373, or 5.3%, for the twelve months ended December 31, 2013 when compared to the same period in 2012. The increase in non-interest income was primarily due to an increase in service charges from deposit accounts and other service charges and fees. Non-interest expense decreased primarily due to a decrease in other operating expenses of $654 thousand, salaries and

benefits in the amount of $626 thousand and occupancy expenses in the amount of $92 thousand. The decrease in other operating expense was due mainly as a result of lower regulatory and related costs.

Total assets as of December 31, 2013 decreased to $873.069 million, down $7.771 million, or 0.9%, when compared to December 31, 2012. Deposits increased by $12.081 million, or 1.9%, and loans, net of unearned income increased by $23.292 million, or 6.3%, when compared to December 31, 2012. The increase in loans, net of unearned, was due to improving loan demand in excess of repayments of existing loans. Non-performing assets increased by $472 thousand to $19.874 million at December 31, 2013 as compared to December 31, 2012, because of an increase in loans 90 days or more past due and still accruing interest partially offset by decreases in non-accrual loans and other real estate owned.

During 2013, the Company paid dividends totaling $0.88 per share.

Citizens Holding Company (the “Company”) is a one-bank holding company and the parent company of The Citizens Bank of Philadelphia (the “Bank”), both headquartered in Philadelphia, Mississippi. The Bank currently has twenty-two banking locations in ten counties in East Central and South Mississippi and has a loan production office in Biloxi, Mississippi. In addition to full service commercial banking, the Bank offers mortgage loans, title insurance services through its subsidiary, Title Services, LLC, and a full range of Internet banking services including online banking, bill pay and cash management services for businesses. Internet services are available at the Bank’s web site, www.thecitizensbankphila.com. Citizens Holding Company stock is listed on the NASDAQ Global Market and is traded under the symbol CIZN. The Company’s transfer agent is American Stock Transfer & Trust Company. Information about Citizens Holding Company may be obtained by accessing its corporate website at www.citizensholdingcompany.com.

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this release regarding the Company’s financial position, results of operations, business strategies, plans, objectives and expectations for future operations, are forward looking statements. The Company can give no assurances that the assumptions upon which such forward-looking statements are based will prove to have been correct. Forward-looking statements speak only as of the date they are made. The Company does not undertake a duty to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions. The risks and uncertainties that may affect the operation, performance, development and results of the Company’s and the Bank’s business include, but are not limited to, the following: (a) the risk of adverse changes in business conditions in the banking industry generally and in the specific markets in which the Company operates; (b) changes in the legislative and regulatory environment that negatively impact the Company and Bank through increased operating expenses; (c) increased competition from other financial institutions; (d) the impact of technological advances; (e) expectations about the movement of interest rates, including actions that may be taken by the Federal Reserve Board in response to changing economic conditions;

(f) changes in asset quality and loan demand; (g) expectations about overall economic strength and the performance of the economics in the Company’s market area; and (h) other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Should one or more of these risks materialize, or should any such underlying assumptions prove to be significantly different, actual results may vary significantly from those anticipated, estimated, projected or expected.

Citizens Holding Company

Financial Highlights

(amounts in thousands, except share and per share data)

	Three Months Ending December 31,				Twelve Months Ending December 31,
	2013		2012		2013		2012
Interest income and fees	$	8,059	$	8,210	$	32,116	$	34,388
Interest expense		838		1,344		4,081		5,709
Net interest income		7,221		6,866		28,035		28,679
Provision for loan losses		375		218		2,204		1,546
Net interest income after provision for loan losses		6,846		6,648		25,831		27,133
Non-interest income		2,023		2,315		7,816		7,402
Non-interest expense		6,173		6,743		24,727		26,100
Net income before taxes		2,696		2,220		8,920		8,435
Income taxes		574		480		1,770		1,651
Net income	$	2,122	$	1,740	$	7,150	$	6,784
Earnings per share - basic	$	0.44	$	0.34	$	1.47	$	1.40
Earnings per share - diluted	$	0.44	$	0.33	$	1.47	$	1.39
Dividends Paid	$	0.22	$	0.22	$	0.88	$	0.88
Average shares outstanding-basic		4,870,114		4,861,411		4,868,089		4,856,584
Average shares outstanding-diluted		4,870,293		4,863,577		4,869,593		4,864,844

	As of December 31, 2013			As of December 31, 2012
Period End Balance Sheet Data:
Total assets	$	873,069		$	880,840
Total earning assets		784,592			802,219
Loans, net of unearned income		392,183			368,891
Allowance for loan losses		8,077			6,954
Total deposits		654,630			642,549
Long-term borrowings		33,626			68,674
Shareholders’ equity		66,266			88,869
Book value per share		13.61			18.28
Period End Average Balance Sheet Data:
Total assets		882,285			842,456
Total earning assets		801,549			766,663
Loans, net of unearned income		371,200			374,286
Total deposits		650,931			592,723
Long-term borrowings		58,192			72,553
Shareholders’ equity		79,458			87,972
Period End Non-performing Assets:
Non-accrual loans		13,592			14,142
Loans 90+ days past due and accruing		2,085			578
Other real estate owned		4,197			4,682
	As of December 31, 2013			As of December 31, 2012
Period End Net charge-offs as a percentage of average net loans		0.29	%		0.34	%
Period End Performance Ratios:
Return on average assets(1)		0.81	%		0.81	%
Return on average equity(1)		9.00	%		7.71	%
Period Ending Net Interest
Margin (tax equivalent)(1)		3.59	%		3.93	%

⁽¹⁾  Annualized

Contact:

Citizens Holding Company, Philadelphia

Robert T. Smith, 601/656-4692

rsmith@tcbphila.com