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 11, 2022 | |
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. |
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. |
• | 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 Philadelphia, Mississippi (601) 656-4692 |
Full Service; 24 Hour Teller | ||
Eastside Branch |
599 East Main Street Philadelphia, Mississippi (601) 656-4976 |
Full Service; 24 Hour Teller | ||
Westside Branch |
912 West Beacon Street Philadelphia, Mississippi (601) 656-4978 |
Full Service; 24 Hour Teller | ||
Northside Branch |
802 Pecan Avenue Philadelphia, Mississippi (601) 656-4977 |
Deposits; 24 Hour Teller | ||
Union Branch |
502 Bank Street Union, Mississippi (601) 774-9231 |
Full Service | ||
Carthage Branch |
301 West Main Street Carthage, Mississippi (601) 267-4525 |
Full Service | ||
Flowood Branch |
2845 Lakeland Drive Flowood, Mississippi (601) 992-7688 |
Deposits; Loans | ||
Ridgeland Branch |
320 Highway 51 North Ridgeland, Mississippi (601) 9519-4020 |
Deposits; Loans | ||
Sebastopol Branch |
24 Pine Street Sebastopol, Mississippi (601) 625-7447 |
Full Service; 24-Hour Teller |
DeKalb Branch |
176 Main Avenue DeKalb, Mississippi (601) 743-2115 |
Full Service | ||
Kosciusko Branch |
775 North Jackson Avenue Kosciusko, Mississippi (662) 289-4356 |
Full Service; 24-hour Teller | ||
Scooba Branch |
27597 Highway 16 East Scooba, Mississippi (662) 476-8431 |
Full Service | ||
Meridian Eastgate Branch |
1825 Highway 39 North Meridian, Mississippi (601) 693-8367 |
Full Service; 24-Hour Teller | ||
Decatur Branch |
15330 Highway 15 South Decatur, Mississippi (601) 635-2321 |
Full Service; 24-Hour Teller | ||
Forest Branch |
247 Woodland Drive North Forest, Mississippi (601) 469-3424 |
Full Service; 24-Hour Teller | ||
Louisville Main Branch |
100 East Main Street Louisville, MS (662) 773-6261 |
Full Service; 24 Hour Teller | ||
Louisville Industrial Branch |
803 South Church Street Louisville, MS (662) 773-6261 |
Drive-Up | ||
Noxapater Branch |
45 East Main Street Noxapater, MS (662) 724-4261 |
Deposits | ||
Starkville Branch |
201 Highway 12 West Starkville, MS 39759 (662) 323-4210 |
Full Service; 24 Hour Teller | ||
Collinsville Branch |
9065 Collinsville Road Collinsville, MS 39325 (601) 626-7608 |
Full Service; 24 Hour Teller | ||
Meridian Broadmoor |
5015 Highway 493 Meridian, MS 39305 (601) 581-1541 |
Full Service; 24 Hour Teller |
Hattiesburg |
6222 Highway 98 West Hattiesburg, MS 39402 (601) 264-4425 |
Full Service 24 Hour Teller | ||
Biloxi Lemoyne |
15309 Lemoyne Boulevard Biloxi, MS 39532 (228) 207-2343 |
Full Service; 24 Hour Teller | ||
Biloxi Cedar Lake |
1830 Popps Ferry Road Biloxi, MS 39532 (228) 594-6913 |
Full Service 24 Hour Teller | ||
Oxford Branch |
902 Sisk Avenue, Suite E Oxford, MS 38655 |
Full Service 24 Hour Teller | ||
Gulfport Branch |
12008 Hwy 49 Gulfport, MS 39503 (228) 831-3535 |
Full Service 24 Hour Teller | ||
Ocean Springs Branch |
2702 Bienville Blvd Ocean Springs, MS 39564 (228) 875-3933 |
Full Service 24 Hour Teller | ||
Pascagoula Branch |
1519 Jackson Ave Pascagoula, MS 39567 (228) 762-3330 |
Full Service 24 Hour Teller |
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 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. |
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) |
9,000 | $ | 18.76 | 270,000 | ||||||||
Equity compensation plans not approved by security holders |
-0- |
$ | 0.00 | -0- |
||||||||
Total |
9,000 | $ | 8.76 | 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, 2019, 2020 and 2021, 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, https://www.thecitizensbankphila.com/investor-relations/ |
ITEM 16. | FORM 10-K SUMMARY. |
CITIZENS HOLDING COMPANY | ||||
Date: March 11, 2022 | By: | /s/ Greg McKee | ||
Greg McKee | ||||
President and Chief Executive Officer |
SIGNATURES | CAPACITIES | DATE | ||
/s/ Greg McKee | Director, President and Chief Executive Officer | March 11, 2022 | ||
Greg McKee | (Principal Executive Officer) |
|||
/s/ Phillip R. Branch | Treasurer, Chief Financial Officer | March 11, 2022 | ||
Phillip R. Branch | (Principal Financial & Accounting Officer) |
|||
/s/ Craig Dungan | Director | March 11, 2022 | ||
Craig Dungan, MD | ||||
/s/ Jason R. Voyles | Director | March 11, 2022 | ||
Jason R. Voyles | ||||
/s/ Donald L. Kilgore | Director | March 11, 2022 | ||
Donald L. Kilgore | ||||
/s/ David A. King | Director | March 11, 2022 | ||
David A. King | ||||
/s/ Herbert A. King | Chairman of the Board | March 11, 2022 | ||
Herbert A. King | ||||
/s/ Adam Mars | Director | March 11, 2022 | ||
Adam Mars |
/s/ David P. Webb | Director | March 11, 2022 | ||
David P. Webb | ||||
/s/ Jane Crosswhite | Director | March 11, 2022 | ||
Jane Crosswhite | ||||
/s/ Terrell E. Winstead | Director | March 11, 2022 | ||
Terrell E. Winstead | ||||
/s/ Gregory E. Cronin | Director | March 11, 2022 | ||
Gregory E. Cronin |