CITIZENS HOLDING CO /MS/ - Quarter Report: 2019 June (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company

Emerging growth company

10-Q

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

☐	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

(Registrant’s 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.

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 issuer’s classes of common stock, as of August 6, 2019:


Title			Outstanding
Common Stock, $0.20 par value			4,912,030

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.	Management’s 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			46

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.

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.

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.

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.

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 Corporation’s 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.

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 Company’s 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 Company’s 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

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 Company’s 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 Company’s 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 Company’s financial statements.

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 Company’s 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 Charter’s 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 Corporation’s 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:


	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 Corporation’s 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.

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.


	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 Corporation’s 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 Corporation’s 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.

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 management’s 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.

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

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

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.

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

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 Corporation’s 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.

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 RISK—These 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 RISK—These 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 RISK—This 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 RISK—Borrower 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 ATTENTION—Borrower 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 bank’s 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 ASSETS—Assets 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.

Grade 8. DOUBTFUL—A 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. LOSS—Loans 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 management’s 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

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 management’s 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.

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

The Corporation’s 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 Corporation’s 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.

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


								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.

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.

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 business’s financial statements. Appraised and reported values may be adjusted based on management’s historical knowledge, changes in market conditions from the time of valuation and management knowledge of the client and the client’s 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 Corporation’s 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

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

For assets measured at fair value on a nonrecurring basis during 2018 that were still held on the Corporation’s 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.

The following represents the carrying value and estimated fair value of the Corporation’s 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 Corporation’s 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

ITEM 2.

MANAGEMENT’S 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 management’s 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 Company’s 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 Company’s 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

•

risks relating to the merger of Charter with and into the Bank, including the risks relating to merger outlined in the Company’s registration statement on Form S-4 filed with the Securities and Exchange Commission;

•

other risks detailed from time-to-time in the Company’s 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.

Management’s 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 Company’s 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 Corporation’s current needs.

The Corporation’s 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 Corporation’s 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 Corporation’s 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 Corporation’s 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 Corporation’s 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 management’s policy to maintain an adequate portion of its portfolio of assets and liabilities on a short-term basis to insure rate flexibility and to meet loan funding and liquidity needs. 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 Corporation’s 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.


						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.

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 Corporation’s 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:


	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 share—Basic	$	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 Corporation’s Consolidated Financial Statements for an explanation regarding the Corporation’s calculation of Net Income Per Share—basic and—diluted.

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 Corporation’s 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 Corporation’s earnings is net interest income, which is the difference between the interest and fees earned on loans and investments and the interest paid for deposits and borrowed funds. The net interest margin is net interest income expressed as a percentage of average earning assets.

The annualized net interest margin was 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.

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 Corporation’s lending activities, some loan losses are to be expected. The risk of loss varies with the type of loan being made and the 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 Corporation’s management and Board of Directors.

The Corporation charges off that portion of any loan that the Corporation’s 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 borrower’s financial condition. The general economic conditions in the borrower’s industry influence this determination. The principal amount of any loan that is declared a loss is charged against the Corporation’s allowance for loan losses.

The Corporation’s allowance for loan losses is designed to provide for loan losses 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 Corporation’s borrowers and the value of security, if any, for their loans. Estimates of future economic conditions and their impact on various industries and individual borrowers are also taken into consideration, as are the Corporation’s historical loan loss experience and reports of banking regulatory authorities. 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 Corporation’s 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 Corporation’s loan loss provisions for the three and six months ended June 30, 2019 is a result of management’s 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 Corporation’s 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.

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 Corporation’s 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 Corporation’s allowance will be adequate to absorb probable losses inherent in the Corporation’s 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.

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.

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 Corporation’s 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 Corporation’s 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.

INVESTMENT SECURITIES

The Corporation’s investment securities portfolio primarily consists of United States agency debentures, mortgage-backed securities and obligations of states, counties and municipalities. The Corporation’s 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 Corporation’s investment securities portfolio in excess of maturities, paydowns, sales and calls.

LOANS

The Corporation’s 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 Corporation’s 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.

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 Corporation’s 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.

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.

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 Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Corporation’s 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 Corporation’s 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 Corporation’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

ITEM 1A.

RISK FACTORS.

The Corporation’s 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 “Management’s 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 Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018, the Corporation’s 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 Corporation’s business, financial condition and results of operations in the future.

There have been no material changes to the risk factors as disclosed in the Corporation’s Annual Report on Form 10-K for the Corporation’s 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.

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