ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
(Address of Principal Executive Office) |
(Zip Code) |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Class | Outstanding at March 5, 2021 | |
Common stock, $.20 par value |
• | 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 and our ability to foreclose on delinquent mortgages; |
• | the risk of adverse changes in business conditions in the banking industry generally and in the specific markets in which the Corporation operates including, but not limited to, the negative impacts and disruptions resulting from the COVID-19 pandemic; |
• | extensive regulation, changes in the legislative and regulatory environment that negatively impact the Company and the Bank through increased operating expenses and the potential for regulatory enforcement actions, claims, or litigation; |
• | increased competition from other financial institutions and the risk of failure to achieve our business strategies; |
• | events affecting our business operations, including the effectiveness of our risk management framework, the accuracy of our estimates, 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 affecting our ability to compete effectively and achieve our strategies, such as the risk of failure to achieve the revenue increases expected to result from our acquisitions, branch additions and in new product and service offerings, our ability to control expenses and our ability to attract and retain skilled people; |
• | events that adversely affect our reputation, and the resulting potential adverse impact on our business operations; |
• | risks arising from owning our common stock, such as the volatility and trading volume, our ability to pay dividends, the regulatory limitations on stock ownership, and provisions in our governing documents that may make it more difficult for another party to obtain control of us; and |
• | other risks detailed from time-to-time |
ITEM 1. | BUSINESS. |
• | Create a new requirement to maintain a ratio of common equity Tier 1 capital to total risk-weighted assets of not less than 4.5%; |
• | Increase the minimum leverage 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%. |
ITEM 1A. | RISK FACTORS. |
1 |
We would anticipate to see any heavily impacted industries by the pandemic in which the Bank has material credit exposure, including any retail, hospitality, and oil and gas industries, etc. |
• | Tier 1 Common Equity. |
• | Tier 1 Capital Ratio. |
• | Total Capital Ratio. |
• | Leverage Ratio – Base. |
• | Leverage Ratio – Supplemental. off-balance sheet exposures. |
• | potential exposure to unknown or contingent liabilities of the target company; |
• | exposure to potential asset quality issues of the target company; |
• | difficulty and expense of integrating the operations and personnel of the target company; |
• | potential disruption to the Company’s business; |
• | potential diversion of management’s time and attention; |
• | the possible loss of key employees and customers of the target company; |
• | difficulty in estimating the value of the target company; and |
• | potential changes in banking or tax laws or regulations that may affect the target company. |
• | actual or anticipated variations in quarterly results of operations; |
• | recommendations by securities analysts; |
• | operating and stock performance of other companies that to be peers; |
• | perceptions in the marketplace regarding the Company or its competitors; |
• | new technology used, or services offered, by competitors; |
• | significant acquisitions or business combinations involving the Company or its competitors; |
• | failure to integrate acquisitions or realize anticipated benefits from acquisitions; |
• | changes in government regulations; and |
• | volatility affecting the financial markets in general. |
ITEM 1B. | UNRESOLVED STAFF COMMENTS. |
ITEM 2. | PROPERTIES. |
NAME OF OFFICE |
LOCATION/ TELEPHONE NUMBER |
BANKING FUNCTIONS OFFERED | ||
Main Office | 521 Main Street | Full Service; | ||
Philadelphia, Mississippi | 24 Hour Teller | |||
(601) 656-4692 |
||||
Eastside Branch | 599 East Main Street | Full Service; | ||
Philadelphia, Mississippi | 24 Hour Teller | |||
(601) 656-4976 |
||||
Westside Branch | 912 West Beacon Street | Full Service; | ||
Philadelphia, Mississippi | 24 Hour Teller | |||
(601) 656-4978 |
||||
Northside Branch | 802 Pecan Avenue | Deposits; | ||
Philadelphia, Mississippi | 24 Hour Teller | |||
(601) 656-4977 |
||||
Union Branch | 502 Bank Street | Full Service | ||
Union, Mississippi | ||||
(601) 774-9231 |
||||
Carthage Branch | 301 West Main Street | Full Service | ||
Carthage, Mississippi |
||||
(601) 267-4525 |
||||
Flowood Branch | 2845 Lakeland Drive | Deposits; Loans | ||
Flowood, Mississippi | ||||
(601) 992-7688 |
||||
Ridgeland Branch | 320 Highway 51 North | Deposits; Loans | ||
Ridgeland, Mississippi | ||||
(601) 9519-4020 | ||||
Sebastopol Branch | 24 Pine Street | Full Service; | ||
Sebastopol, Mississippi | 24-Hour Teller | |||
(601) 625-7447 |
DeKalb Branch | 176 Main Avenue | Full Service | ||
DeKalb, Mississippi | ||||
(601) 743-2115 |
||||
Kosciusko Branch | 775 North Jackson Avenue | Full Service; | ||
Kosciusko, Mississippi | 24-hour Teller | |||
(662) 289-4356 |
||||
Scooba Branch | 27597 Highway 16 East | Full Service | ||
Scooba, Mississippi | ||||
(662) 476-8431 |
||||
Meridian Eastgate Branch | 1825 Highway 39 North | Full Service; | ||
Meridian, Mississippi | 24-Hour Teller | |||
(601) 693-8367 |
||||
Decatur Branch | 15330 Highway 15 South | Full Service; | ||
Decatur, Mississippi | 24-Hour Teller | |||
(601) 635-2321 |
||||
Forest Branch | 247 Woodland Drive North | Full Service; | ||
Forest, Mississippi | 24-Hour Teller | |||
(601) 469-3424 |
||||
Louisville Main Branch | 100 East Main Street | Full Service; | ||
Louisville, MS | 24 Hour Teller | |||
(662) 773-6261 |
||||
Louisville Industrial Branch | 803 South Church Street | Drive-Up | ||
Louisville, MS | ||||
(662) 773-6261 |
||||
Noxapater Branch | 45 East Main Street | Deposits | ||
Noxapater, MS | ||||
(662) 724-4261 |
||||
Starkville Branch | 201 Highway 12 West | Full Service; | ||
Starkville, MS 39759 | 24 Hour Teller | |||
(662) 323-4210 |
||||
Collinsville Branch | 9065 Collinsville Road | Full Service; | ||
Collinsville, MS 39325 | 24 Hour Teller | |||
(601) 626-7608 |
||||
Meridian Broadmoor | 5015 Highway 493 | Full Service; | ||
Meridian, MS 39305 | 24 Hour Teller | |||
(601) 581-1541 |
Hattiesburg | 6222 Highway 98 West | Full Service | ||
Hattiesburg, MS 39402 | 24 Hour Teller | |||
(601) 264-4425 |
||||
Biloxi Lemoyne | 15309 Lemoyne Boulevard | Full Service; | ||
Biloxi, MS 39532 | 24 Hour Teller | |||
(228) 207-2343 |
||||
Biloxi Cedar Lake | 1830 Popps Ferry Road | Full Service | ||
Biloxi, MS 39532 | 24 Hour Teller | |||
(228) 594-6913 |
||||
Oxford Branch | 902 Sisk Avenue, | Full Service | ||
Suite E | 24 Hour Teller | |||
Oxford, MS 38655 | ||||
Gulfport Branch | 12008 Hwy 49 | Full Service | ||
Gulfport, MS 39503 | 24 Hour Teller | |||
(228) 831-3535 |
||||
Ocean Springs Branch | 2702 Bienville Blvd | Full Service | ||
Ocean Springs, MS 39564 | 24 Hour Teller | |||
(228) 875-3933 |
||||
Pascagoula Branch | 1519 Jackson Ave | Full Service | ||
Pascagoula, MS 39567 | 24 Hour Teller | |||
(228) 762-3330 |
ITEM 3. | LEGAL PROCEEDINGS. |
ITEM 4. | MINE SAFETY DISCLOSURES. |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
ITEM 6. | SELECTED FINANCIAL DATA. |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
ITEM 9A. | CONTROLS AND PROCEDURES. |
ITEM 9B. | OTHER INFORMATION. |
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
ITEM 11. | EXECUTIVE COMPENSATION. |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
Plan category |
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights |
(b) Weighted-average exercise price of outstanding options, warrants and rights |
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a)) | |||
Equity compensation plans approved by security holders (1) |
19,500 | $19.42 | 270,000 | |||
Equity compensation plans not approved by security holders |
-0- |
$ 0.00 |
-0- | |||
Total |
19,500 | $19.42 | 270,000 |
(1) |
Consists of the 1999 Directors’ Stock Compensation Plan and the 2013 Incentive Compensation Plan. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES. |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) | Financial Statements |
1. | Consolidated Financial Statements and Supplementary Information for years ended December 31, 2018, 2019 and 2020, which include the following: |
(i) | Report of Independent Registered Public Accounting Firm (Financial Statements and Internal Control) |
(ii) | Management’s Assessment of Internal Control over Financial Reporting |
(iii) | Consolidated Statements of Condition |
(iv) | Consolidated Statements of Income |
(v) | Consolidated Statements of Comprehensive Income |
(vi) | Consolidated Statements of Changes in Stockholders’ Equity |
(vii) | Consolidated Statements of Cash Flows |
(viii) | Notes to Consolidated Financial Statements |
2. | Financial Statement Schedules |
None. |
3. | Exhibits required by Item 601 of Regulation S-K |
† | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K |
+ | Filed herewith |
++ | Furnished herewith |
± | As updated on Citizens Holding Company’s website, http://www.citizensholdingcompany.com |
ITEM 16. | FORM 10-K SUMMARY. |
CITIZENS HOLDING COMPANY | ||||||
Date: March 12, 2021 | By: /s/ Greg McKee | |||||
Greg McKee | ||||||
President and Chief Executive Officer |
SIGNATURES | CAPACITIES | DATE | ||
/s/ Greg McKee |
Director, President and | March 12, 2021 | ||
Greg McKee | Chief Executive Officer | |||
(Principal Executive Officer) | ||||
/s/ Phillip R. Branch |
Treasurer, Chief Financial | March 12, 2021 | ||
Phillip R. Branch | Officer | |||
(Principal Financial & Accounting Officer) | ||||
/s/ Craig Dungan |
Director | March 12, 2021 | ||
Craig Dungan, MD | ||||
/s/ Don L. Fulton |
Director | March 12, 2021 | ||
Don L. Fulton | ||||
/s/ Donald L. Kilgore |
Director | March 12, 2021 | ||
Donald L. Kilgore | ||||
/s/ David A. King |
Director | March 12, 2021 | ||
David A. King | ||||
/s/ Herbert A. King |
Chairman of the Board | March 12, 2021 | ||
Herbert A. King | ||||
/s/ Adam Mars |
Director | March 12, 2021 | ||
Adam Mars |
/s/ David P. Webb |
Director | March 12, 2021 | ||
David P. Webb | ||||
/s/ Jane Crosswhite |
Director | March 12, 2021 | ||
Jane Crosswhite | ||||
/s/ Terrell E. Winstead |
Director | March 12, 2021 | ||
Terrell E. Winstead | ||||
/s/ Gregory E. Cronin |
Director | March 12, 2021 | ||
Gregory E. Cronin |