CITIZENS HOLDING CO /MS/ - Quarter Report: 2019 March (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 March 31, 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 May 7, 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 March 31, 2019 (Unaudited) and December 31, 2018 (Audited)			1

Consolidated Statements of Income for the Three months ended March 31, 2019 (Unaudited) and 2018 (Unaudited)			2

Consolidated Statements of Comprehensive Income (Loss) for the Three months ended March 31, 2019 (Unaudited) and 2018 (Unaudited)			3

Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 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			41

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			46

* None or Not Applicable.

SIGNATURES			47

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

CITIZENS HOLDING COMPANY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


	March 31, 2019 (Unaudited)			December 31, 2018 (Audited)
ASSETS
Cash and due from banks	$	12,462,550		$	12,592,130
Interest bearing deposits with other banks		27,122,108			8,079,742
Investment securities available for sale, at fair value		507,791,195			444,746,454
Loans, net of allowance for loan losses of $3,559,896 in 2019 and $3,371,695 in 2018		443,909,475			425,905,093
Premises and equipment, net		19,556,205			19,717,305
Other real estate owned, net		3,440,148			3,440,148
Accrued interest receivable		4,326,455			4,165,783
Cash surrender value of life insurance		25,532,529			25,383,931
Deferred tax assets, net		4,601,116			6,633,539
Other assets		8,650,695			7,965,952

TOTAL ASSETS	$	1,057,392,476		$	958,630,077

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Deposits:
Noninterest-bearing demand	$	171,555,937		$	170,029,729
Interest-bearing NOW and money market accounts		369,049,299			298,220,430
Savings deposits		77,317,063			76,735,710
Certificates of deposit		222,237,684			211,235,641

Total deposits		840,159,983			756,221,510
Securities sold under agreement to repurchase		115,450,591			107,965,505
Accrued interest payable		650,685			470,710
Deferred compensation payable		9,135,798			9,052,972
Other liabilities		1,416,362			1,053,063

Total liabilities		966,813,419			874,763,760
SHAREHOLDERS’ EQUITY
Common stock, $0.20 par value, 22,500,000 shares authorized, 4,904,530 shares issued and outstanding at March 31, 2019 and December 31, 2018		980,906			980,906
Additional paid-in capital		4,339,843			4,298,499
Retained earnings		93,611,199			93,561,515
Accumulated other comprehensive loss, net of tax benefit of $2,776,877 at March 31, 2019 and $4,978,232 at December 31, 2018		(8,352,891	)		(14,974,603	)

Total shareholders’ equity		90,579,057			83,866,317

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,057,392,476		$	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 Ended March 31,
	2019		2018
INTEREST INCOME
Interest and fees on loans	$	5,449,535	$	4,716,419
Interest on securities
Taxable		2,082,005		2,204,959
Nontaxable		616,779		617,729
Other interest		235,106		60,284

Total interest income		8,383,425		7,599,391
INTEREST EXPENSE
Deposits		1,728,672		501,209
Other borrowed funds		445,027		293,431

Total interest expense		2,173,699		794,640

NET INTEREST INCOME		6,209,726		6,804,751
PROVISION FOR (REVERSAL OF) LOAN LOSSES		195,479		(236,773	)

NET INTEREST INCOME AFTER PROVISION FOR (REVERSAL OF) LOAN LOSSES		6,014,247		7,041,524
OTHER INCOME
Service charges on deposit accounts		1,096,692		1,143,593
Other service charges and fees		683,640		668,464
Other operating income		266,579		288,373

Total other income		2,046,911		2,100,430

OTHER EXPENSES
Salaries and employee benefits		3,546,669		3,667,857
Occupancy expense		1,422,427		1,525,379
Other expense		1,670,121		1,854,446

Total other expenses		6,639,217		7,047,682

INCOME BEFORE PROVISION FOR INCOME TAXES		1,421,941		2,094,272
PROVISION FOR INCOME TAXES		195,170		321,885

NET INCOME	$	1,226,771	$	1,772,387

NET INCOME PER SHARE -Basic	$	0.25	$	0.36

-Diluted	$	0.25	$	0.36

DIVIDENDS PAID PER SHARE	$	0.24	$	0.24

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 Ended March 31,
	2019			2018
Net income	$	1,226,771		$	1,772,387
Other comprehensive income (loss)
Securities available-for-sale
Unrealized holding gains (losses)		8,823,067			(9,416,226	)
Income tax effect		(2,201,355	)		2,349,348

		6,621,712			(7,066,878	)
Rclassification adjustment for gains included in net income		—			8,021
Income tax effect		—			(2,001	)

		—			6,020

Total other comprehensive income (loss)		6,621,712			(7,060,858	)

Comprehensive income (loss)	$	7,848,483		$	(5,288,471	)

The accompanying notes are an integral part of these financial statements.

CITIZENS HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Three Months Ended March 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities	$	1,978,070		$	2,567,892
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of securities available for sale		8,335,984			10,181,801
Proceeds from sale of investment securities		—			14,752,618
Purchases of investment securities available for sale		(63,402,575	)		—
Purchases of bank premises and equipment		(45,304	)		(32,732	)
Decrease in interest bearing deposits with other banks		(19,042,366	)		(18,592,714	)
Proceeds from sale of other real estate		—			667,253
Net increase in loans		(18,199,861	)		(2,929,881	)

Net cash (used in) provided by investing activities		(92,354,122	)		4,046,345
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		83,938,473			64,941,584
Net change in securities sold under agreement to repurchase		7,485,086			(43,654,076	)
Increase in federal funds purchased		—			(1,500,000	)
Repayment of Federal Home Loan Bank advances		—			(30,000,000	)
Payment of dividends		(1,177,087	)		(1,174,729	)

Net cash used in (provided by) financing activities		90,246,472			(11,387,221	)

Net decrease in cash and due from banks		(129,580	)		(4,772,984	)
Cash and due from banks, beginning of period		12,592,130			17,962,990

Cash and due from banks, end of period	$	12,462,550		$	13,190,006

The accompanying notes are an integral part of these financial statements.

CITIZENS HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of and for the three months ended March 31, 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 March 31, 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 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 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 balance sheet 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 effective for fiscal years beginning after December 31, 2019, and interim periods within those years for public business entities that are SEC filers. The Company will adopt ASU 2016-13 on January 1, 2020. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018, however, the Company does not currently plan to early adopt the ASU. 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. 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 March 31, 2019, the Corporation had entered into loan commitments

with certain customers with an aggregate unused balance of $61,031,088 compared to an aggregate unused balance of $58,835,208 at December 31, 2018. There were $2,474,810 of letters of credit outstanding at March 31, 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 3. 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
	Ended March 31,
	2019		2018
Basic weighted average shares outstanding		4,892,530		4,882,705
Dilutive effect of granted options		2,598		5,802

Diluted weighted average shares outstanding		4,895,128		4,888,507

Net income	$	1,226,771	$	1,772,387
Net income per share-basic	$	0.25	$	0.36
Net income per share-diluted	$	0.25	$	0.36

Note 4. 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 three months ended March 31, 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		—		—		—		—

Outstanding at March 31, 2019		52,500	$	21.55		—	$	—

The intrinsic value of options outstanding under the Directors’ Plan at March 31, 2019, was $69,810. No options were outstanding under the 2013 Plan as of March 31, 2019.

During 2018, 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 25, 2019 during which time the recipients have rights to vote the shares and to receive dividends. The grant date fair value of these shares was $165,375 and will be recognized over the one-year vesting period at a cost of $13,781 per month less deferred taxes of $3,438 per month.

Note 5. Income Taxes

For the three months ended March 31, 2019 and 2018, the Company recorded a provision for income taxes totaling $195 thousand and $322 thousand, respectively. The provision for income taxes includes both federal and state income taxes and differs from the statutory rate due to favorable permanent differences. The effective tax rate was 13.7% and 15.4% for the three months ending March 31, 2019 and 2018, respectively.

Note 6. 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:


			Gross		Gross
March 31, 2019	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
Securities available-for-sale
Obligations of U.S.
Government agencies	$	98,911,462	$	—	$	1,606,054	$	97,305,408
Mortgage backed securities		314,839,147		157,919		7,760,156		307,236,910
State, County, Municipals		105,170,354		220,375		2,141,852		103,248,877

Total	$	518,920,963	$	378,294	$	11,508,062	$	507,791,195


			Gross		Gross
December 31, 2018	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		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 March 31, 2019 and December 31, 2018, securities with a carrying value of $358,290,412 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 March 31, 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.


	March 31, 2019				December 31, 2018
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Available-for-sale
Due in one year or less	$	2,639,867	$	2,642,681	$	1,875,288	$	1,877,665
Due after one year through five years		91,046,162		89,695,181		91,948,838		89,121,194
Due after five years through ten years		36,403,442		35,989,164		32,801,788		31,718,293
Due after ten years		73,992,345		72,227,259		78,330,873		74,655,149
Residential mortgage backed securities		245,120,416		239,721,466		187,776,954		179,235,806
Commercial mortgage backed securities		69,718,731		67,515,444		71,965,548		68,138,347

Total	$	518,920,963	$	507,791,195	$	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 March 31, 2019 and December 31, 2018.

A summary of unrealized loss information for securities available-for-sale, categorized by security type follows (in thousands):


March 31, 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	$	—	$	—	$	97,305,408	$	1,606,054	$	97,305,408	$	1,606,054
Mortgage backed securities		40,619,235		231,534		233,209,022		7,528,622		273,828,257		7,760,156
State, County, Municipal		—		—		80,467,294		2,141,852		80,467,294		2,141,852

Total	$	40,619,235	$	231,534	$	410,981,724	$	11,276,528	$	451,600,959	$	11,508,062


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 March 31, 2019 nor at December 31, 2018.

Note 7. Loans

The composition of net loans (in thousands) at March 31, 2019 and December 31, 2018 was as follows:


	March 31, 2019			December 31, 2018
Real Estate:
Land Development and Construction	$	47,492		$	41,134
Farmland		17,264			14,498
1-4 Family Mortgages		86,828			88,747
Commercial Real Estate		203,883			203,595

Total Real Estate Loans		355,467			347,974
Business Loans:
Commercial and Industrial Loans		77,585			66,421
Farm Production and Other Farm Loans		829			907

Total Business Loans		78,414			67,328
Consumer Loans:
Credit Cards		1,603			1,648
Other Consumer Loans		12,015			12,372

Total Consumer Loans		13,618			14,020

Total Gross Loans		447,499			429,322
Unearned Income		(30	)		(45	)
Allowance for Loan Losses		(3,560	)		(3,372	)

Loans, net	$	443,909		$	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:


	March 31, 2019		December 31, 2018
Real Estate:
Land Development and Construction	$	113	$	—
Farmland		196		200
1-4 Family Mortgages		1,996		1,831
Commercial Real Estate		7,503		7,612

Total Real Estate Loans		9,808		9,643
Business Loans:
Commercial and Industrial Loans		91		76
Farm Production and Other Farm Loans		31		31

Total Business Loans		122		107
Consumer Loans:
Other Consumer Loans		88		89

Total Consumer Loans		88		89

Total Nonaccrual Loans	$	10,018	$	9,839

An aging analysis of past due loans (in thousands), segregated by class, as of March 31, 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	$	82	$	54	$	136	$	47,356	$	47,492	$	—
Farmland		438		15		453		16,811		17,264		—
1-4 Family Mortgages		1,945		334		2,279		84,549		86,828		—
Commercial Real Estate		773		3,047		3,820		200,063		203,883		10

Total Real Estate Loans		3,238		3,450		6,688		348,779		355,467		10
Business Loans:
Commercial and Industrial Loans		1,758		19		1,777		75,808		77,585		—
Farm Production and Other Farm Loans		5		—		5		824		829		—

Total Business Loans		1,763		19		1,782		76,632		78,414		—
Consumer Loans:
Credit Cards		31		10		41		1,562		1,603		10
Other Consumer Loans		161		17		178		11,837		12,015		—

Total Consumer Loans		192		27		219		13,399		13,618		10

Total Loans	$	5,193	$	3,496	$	8,689	$	438,810	$	447,499	$	20

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 March 31, 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	$	56.50
Farmland		266		266		—		266		—		267.50
1-4 Family Mortgages		817		727		90		817		24		985
Commercial Real Estate		10,479		5,113		3,649		8,762		375		8,823

Total Real Estate Loans		11,675		6,165		3,793		9,958		417		10,132
Business Loans:
Commercial and Industrial Loans		5		—		5		5		5		3

Total Business Loans		5		—		5		5		5		3

Total Loans	$	11,680	$	6,165	$	3,798	$	9,963	$	422	$	10,135

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
March 31, 2019			Outstanding		Outstanding
	Number of		Recorded		Recorded
	Loans		Investment		Investment
Commercial real estate		3	$	4,871	$	2,748

Total		3	$	4,871	$	2,748


			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				(34	)

Total at March 31, 2019		3	$	2,748

The allocated allowance for loan losses attributable to restructured loans was $174,274 at March 31, 2019 and December 31, 2018. The Corporation had no remaining availability under commitments to lend additional funds on these troubled debt restructurings as of March 31, 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 March 31, 2019.

The following table details the amount of gross loans (in thousands), segregated by loan grade and class, as of March 31, 2019:


			Special
	Satisfactory		Mention		Substandard		Doubtful		Loss		Total
	1,2,3,4		5,6		7		8		9		Loans
Real Estate:
Land Development and Construction	$	45,746	$	1,073	$	673	$	—	$	—	$	47,492
Farmland		15,942		346		976		—		—		17,264
1-4 Family Mortgages		77,791		1,902		7,120		—		15		86,828
Commercial Real Estate		168,873		21,879		13,131		—		—		203,883

Total Real Estate Loans		308,352		25,200		21,900		—		15		355,467
Business Loans:
Commercial and Industrial Loans		75,626		225		1,734		—		—		77,585
Farm Production and Other Farm Loans		798		—		31		—		—		829

Total Business Loans		76,424		225		1,765		—		—		78,414
Consumer Loans:
Credit Cards		1,562		—		41		—		—		1,603
Other Consumer Loans		11,830		62		72		51		—		12,015

Total Consumer Loans		13,392		62		113		51		—		13,618

Total Loans	$	398,168	$	25,487	$	23,778	$	51	$	15	$	447,499

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 three months ended March 31, 2019:


	Real			Business
March 31, 2019	Estate			Loans		Consumer		Total
Beginning Balance, January 1, 2019	$	2,844,681		$	221,841	$	305,173	$	3,371,695
Provision for (reversal of) loan losses		(62,733	)		99,457		158,755		195,479
Chargeoffs		—			12,178		24,940		37,118
Recoveries		11,600			4,340		13,900		29,840

Net chargeoffs (recoveries)		(11,600	)		7,838		11,040		7,278

Ending Balance	$	2,793,548		$	313,460	$	452,888	$	3,559,896

Period end allowance allocated to:
Loans individually evaluated for impairment	$	417,033		$	5,084	$	—	$	422,117
Loans collectively evaluated for impairment		2,376,515			308,376		452,888		3,137,779

Ending Balance, March 31, 2019	$	2,793,548		$	313,460	$	452,888	$	3,559,896

The following table details activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2018:


	Real			Business
March 31, 2018	Estate			Loans			Consumer			Total
Beginning Balance, January 1, 2018	$	2,151,715		$	346,781		$	520,732		$	3,019,228
(Reversal of) provision for loan losses		(65,925	)		(150,889	)		(19,959	)		(236,773	)
Chargeoffs		83,045			15,347			30,845			129,237
Recoveries		45,114			861			26,248			72,223

Net chargeoffs (recoveries)		37,931			14,486			4,597			57,014

Ending Balance	$	2,047,859		$	181,406		$	496,176		$	2,725,441

Period end allowance allocated to:
Loans individually evaluated for impairment	$	459,359		$	—		$	—		$	459,359
Loans collectively evaluated for impairment		1,588,500			181,406			496,176			2,266,082

Ending Balance, March 31, 2018	$	2,047,859		$	181,406		$	496,176		$	2,725,441

The Corporation’s recorded investment in loans as of March 31, 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):


	Real		Business
March 31, 2019	Estate		Loans		Consumer		Total
Loans individually evaluated for specific impairment	$	9,958	$	5	$	—	$	9,963
Loans collectively evaluated for general impairment		345,509		78,409		13,618		437,536

	$	355,467	$	78,414	$	13,618	$	447,499


	Real		Business
December 31, 2018	Estate		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 8. Premises and Equipment

The Company lease certain premises and equipment under operating leases. At March 31, 2019, the Company had lease liabilities and ROU assets totaling $1,086 million related to these leases. Lease liabilities and ROU assets are reflected in other liabilities and other assets, respectively. For the three months ended March 31, 2019, the weighted average remaining lease term for operating leases was 1.6 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
	March 31, 2019
(in thousands)
Operating lease cost	$	96
Short-term lease cost		6
Variable lease cost		—

	$	102

There were no sale and leaseback transactions, leverage leases or lease transactions with related parties during the three months ended March 31, 2019.

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is as follows:


	Three Months Ended
	March 31, 2019
(in thousands)
Lease payments due:
Within one year	$	362
After one year but within two years		362
After two years but within three years		320
After three year but within four years		76
After four years but within five years		25
After five years		—

Total undiscounted cash flows		1,145
Discount on cash flows		(59	)

Total lease liability	$	1,086

Note 9. Shareholders’ Equity

The following summarizes the activity in the capital structure of the Company:


	Number				Additional		Accumulated 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


							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

Note 10. 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 March 31, 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	$	—	$	97,305,408	$	—	$	97,305,408
Mortgage-backed securities		—		307,236,910		—		307,236,910
State, county and municipal obligations		—		103,248,877		—		103,248,877

Total	$	—	$	507,791,195	$	—	$	507,791,195

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 following table reports the activity in assets measured at fair value on a recurring basis using significant unobservable inputs:


	Fair Value Measurements Using:
	Significant Unobservable Inputs
	(Level 3)
	Structured Financial Product
	As of March 31,
	2019		2018
Beginning Balance	$	—	$	3,074,227
Principal payments received		—		—
Unrealized (loss) gains included in other comprehensive income		—		8,630

Ending Balance	$	—	$	3,082,857

The Corporation recorded no gains or losses in earnings for the period ended March 31, 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 March 31, 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	$	—	$	—	$	3,376,414	$	3,376,414

Total	$	—	$	—	$	3,376,414	$	3,376,414

The following table presents information as of March 31, 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

3,376,414

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 Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable 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 $3,376,414 and $3,364,538 had an allocated allowance for loan losses of $422,117 and $401,347 at March 31, 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 three-month period ended March 31, 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 March 31, 2019:


			Fair Value Measurements Using:
March 31, 2019	Carrying Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total Fair Value
			(Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and due from banks	$	12,462,550	$	12,462,550	$	—	$	—	$	12,462,550
Interest bearing deposits with banks		27,122,108		27,122,108		—		—		27,122,108
Securities available-for-sale		507,791,195		—		507,791,195		—		507,791,195
Net loans		443,909,475		—		—		439,516,508		439,516,508
Financial liabilities
Deposits	$	840,159,983	$	617,922,299	$	223,144,296	$	—	$	841,066,595
Securities Sold under
Agreement to Repurchase		115,450,591		115,450,591		—		—		115,450,591

The following represents the carrying value and estimated fair value of the Corporation’s financial instruments at December 31, 2018:


			Fair Value Measurements Using:
December 31, 2018	Carrying Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total Fair 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

•

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 March 31, 2019, the Bank was the largest bank headquartered in Neshoba County, Mississippi, with total assets of $1,057.392 million and total deposits of $840.160 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 March 31, 2019, was 31.66% and at December 31, 2018, was 21.34%. The increase was due to an increase in short-term marketable assets at March 31, 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 $840,159,983 at March 31, 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 $507,791,195 invested in available-for-sale investment securities at March 31, 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 $27,122,108 in interest bearing deposits at other banks at March 31, 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 March 31, 2019 and December 31, 2018. In addition, the Corporation has the ability to draw on its line of credit with the FHLB. At March 31, 2019, the Corporation had unused and available $172,312,015 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 March 31, 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 $-0- as of March 31, 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 $90,579,057 at March 31, 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 $1,177,087, or $0.24 per share, during the three-month period ended March 31, 2019 compared to $1,174,729, or $0.24 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 March 31, 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
						Minimum Capital					Requirement to be
						Requirement to be					Adequately
	Actual					Well Capitalized					Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
March 31, 2019
Citizens Holding Company
Tier 1 leverage ratio	$	95,782		9.55	%	$	50,167		5.00	%	$	40,133		4.00	%
Common Equity tier 1 capital ratio		95,782		9.55	%		65,217		6.50	%		45,150		4.50	%
Tier 1 risk-based capital ratio		95,782		16.54	%		46,320		8.00	%		34,740		6.00	%
Total risk-based capital ratio		99,342		17.16	%		57,900		10.00	%		46,320		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		9.93	%		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 March 31, 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 March 31,
	2019		2018
Interest Income, including fees	$	8,383,425	$	7,599,391
Interest Expense		2,173,699		794,640

Net Interest Income		6,209,726		6,804,751
Provision for (reversal of) loan losses		195,479		(236,773	)

Net Interest Income after
Provision for (reversal of) loan losses		6,014,247		7,041,524
Other Income		2,046,911		2,100,430
Other Expense		6,639,217		7,047,682

Income Before Provision For
Income Taxes		1,421,941		2,094,272
Provision for Income Taxes		195,170		321,885

Net Income	$	1,226,771	$	1,772,387

Net Income Per share - Basic	$	0.25	$	0.36

Net Income Per Share-Diluted	$	0.25	$	0.36

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 5.70% for the three months ended March 31, 2019, and 8.03% for the corresponding period in 2018. The decrease in ROE for the three months ended March 31, 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 $18.47 at March 31, 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 three months ended March 31, 2019 were $1,006,484,037 compared to $971,893,427 for the year ended December 31, 2018. This increase was due mainly to an increase in loans, available-for-sale securities and 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 2.72% for the quarter ended March 31, 2019 compared to 3.03% for the corresponding period of 2018. The decrease in net interest margin for the three months ended March 31, 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 $929,676,890 for the three months ended March 31, 2019. This represents an increase of $20,603,983, or 2.3%, over average earning assets of $909,072,907 for the three months ended March 31, 2018.

Interest bearing deposits averaged $633,961,993 for the three months ended March 31, 2019. This represents a increase of $31,084,110, or 5.2%, from the average of interest bearing deposits of $602,877,883 for the three months ended March 31, 2018. This was due, in large part, to a increase in interest-bearing NOW accounts and certificates of deposit partially offset by an decrease in savings and money market accounts.

Other borrowed funds averaged $106,789,440 for the three months ended March 31, 2019. This represents a decrease of $13,252,844, or 11.0%, over the other borrowed funds of $120,042,284 for the three months ended March 31, 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 three months ended March 31, 2019, when compared to the three months ended March 31, 2018.

Net interest income was $6,209,726 for the three months ended March 31, 2019, a decrease of $595,025 from $6,804,751 for the three months ended March 31, 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 March 31, 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 23 basis points to 3.67% in the three months ended March 31, 2019 from 3.44% for the same period in 2018. At the same time, the rate paid on all interest-bearing liabilities for the three months ended March 31, 2019 increased 75 basis points to 1.19% from 0.44% 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 increase.

The following table shows the interest and fees and corresponding yields for loans only.


	For the Three Months
	Ended March 31,
	2019			2018
Interest and Fees	$	5,449,535		$	4,716,419
Average Gross Loans		435,069,864			407,008,135
Annualized Yield		5.01	%		4.64	%

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			Year Ended			Amount of		Percent of
	March 31,			December 31,			Increase		Increase
	2019			2018			(Decrease)		(Decrease)
BALANCES:
Gross Loans	$	447,499,786		$	429,322,113		$	18,177,673		4.23	%
Allowance for Loan Losses		3,559,896			3,371,695			188,201		5.58	%
Nonaccrual Loans		10,017,647			9,838,870			178,777		1.82	%
Ratios:
Allowance for loan losses to gross loans		0.80	%		0.79	%
Net loans charged off (recovered) to allowance for loan losses		0.20	%		-0.55	%

The provision for loan losses for the three months ended March 31, 2019 was $195,479, an increase of $432,252 from the reversal of provision for loan losses of $236,773 for the same period in 2018. The change in the Corporation’s loan loss provisions for the three months ended March 31, 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 March 31, 2019, net loan losses charged to the allowance for loan losses totaled $7,278, a decrease of $49,736 from the $57,014 charged off in the same period in 2018. The decrease 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 three months ended March 31, 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 March 31, 2019 was $2,046,911, a decrease of $53,519, or 2.5%, from $2,100,430 in the same period in 2018. Service charges on deposit accounts were $1,096,692 in the three months ended March 31, 2019, compared to $1,143,593 for the same period in 2018. Other service charges and fees decreased by $15,176, or 2.3%, to $683,640 in the three months ended March 31, 2019, compared to $668,464 for the same period in 2018. Other operating income not derived from service charges or fees decreased $21,795, or 7.6% to $266,578 in the three months ended March 31, 2019, compared to $288,373 for the same period in 2018. This decrease was due mainly to a decrease in income from security sales and a decrease in mortgage loan origination income from long-term mortgage loans originated for sale to 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 March 31,
Other operating income	2019		2018
BOLI Income	$	126,000	$	126,000
Mortgage Loan Origination Income		48,028		72,523
Income from security sales, net		—		8,021
Other Income		92,551		81,829

Total Other Income	$	266,579	$	288,373

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 March 31, 2019 and 2018 were $6,639,217 and $7,047,682, respectively, a decrease of $408,465 or 5.8%. Salaries and benefits decreased to $3,546,669 for the three months ended March 31, 2019, from $3,667,857 for the same period in 2018. Occupancy expense decreased by $102,952, or 6.7%, to $1,422,427 for the three months ended March 31, 2019, compared to $1,525,379 for the same period of 2018. Other operating expenses decreased by $184,325, or 10.0%, to $1,670,121 for the three months ended March 31, 2019, compared to $1,854,446 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 March 31,
Other Operating Expense	2019		2018
Advertising	$	178,655	$	156,046
Office Supplies		217,247		243,076
Legal and Audit Fees		133,288		211,854
Telephone expense		112,058		124,833
Postage and Freight		149,122		136,917
Loan Collection Expense		8,036		13,702
Other Losses		6,777		167,274
Regulatory and related expense		84,917		95,047
Debit Card/ATM expense		120,885		109,001
Travel and Convention		36,780		49,348
Other expenses		622,356		547,348

Total Other Expense	$	1,670,121	$	1,854,446

The Corporation’s efficiency ratio for the three months ended March 31, 2019 was 76.34%, compared to 74.47% 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


					Amount of			Percent of
	March 31,		December 31,		Increase			Increase
	2019		2018		(Decrease)			(Decrease)
Cash and Due From Banks	$	12,462,550	$	12,592,130	$	(129,580	)		-1.03	%
Interest Bearing deposits with Other Banks		27,122,108		8,079,742		19,042,366			235.68	%
Investment Securities		507,791,195		444,746,454		63,044,741			14.18	%
Loans, net		443,909,475		425,905,093		18,004,382			4.23	%
Premises and Equipment		19,556,205		19,717,305		(161,100	)		-0.82	%
Total Assets		1,057,392,476		958,630,077		98,762,399			10.30	%
Total Deposits		840,159,983		756,221,510		83,938,473			11.10	%
Total Shareholders’ Equity		90,579,057		83,866,317		6,712,740			8.00	%

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 March 31, 2019 was $12,462,550, which was a decrease of $129,580 from the balance of $12,592,130 at December 31, 2018. The decrease was due to a decrease in the balances at correspondent banks due to a decrease 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 March 31, 2019 increased by $63,044,741, or 14.2%, to $507,791,195 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 $18,004,382, or 4.2%, during the three months ended March 31, 2019, to $443,909,475 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 three months ended March 31, 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 three months ended March 31, 2019, the Corporation’s premises and equipment decreased by $161,100, or 0.8%, to $19,556,205 from $19,717,305 at December 31, 2018. The decrease was due to depreciation expense exceeding the amount of property and equipment purchased during the period.

DEPOSITS

The following table shows the balance and percentage change in the various deposits:


					Amount of		Percent of
	March 31,		December 31,		Increase		Increase
	2019		2018		(Decrease)		(Decrease)
Noninterest-Bearing Deposits	$	171,555,937	$	170,029,729	$	1,526,208		0.90	%
Interest-Bearing Deposits		369,049,299		298,220,430		70,828,869		23.75	%
Savings Deposits		77,317,063		76,735,710		581,353		0.76	%
Certificates of Deposit		222,237,684		211,235,641		11,002,043		5.21	%

Total deposits	$	840,159,983	$	756,221,510	$	83,938,473		11.10	%

Non-interest-bearing, interest-bearing, savings and certificates of deposits increased during the three months ended March 31, 2019. 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.

CONTRACTUAL OBLIGATIONS

There have been no material changes outside of the ordinary course of the Corporation’s business to the contractual obligations set forth in Note 12 to the Corporation’s financial statements contained in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The following discussion of operations outlines specific risks that could affect the Corporation’s ability to compete, change the Corporation’s risk profile or eventually impact the Corporation’s financial condition or results. The risks the Corporation faces generally are similar to those experienced, to varying degrees, by all financial services companies.

The Corporation’s strategies and its management’s ability to react to changing competitive and economic environments have historically enabled the Corporation to compete effectively and manage risks to acceptable levels. The Corporation has outlined potential risks below that it presently believes could be important; however, other risks may prove to be important in the future. New risks may emerge at any time and the Corporation cannot predict with certainty all potential developments that could affect the Corporation’s financial condition or results of operation. The following discussion highlights potential risks, which could intensify over time or shift dynamically in a way that might change the Corporation’s risk profile.

Competition Risks

The market in which the Corporation competes is saturated with community banks seeking to provide a service-oriented banking experience to individuals and businesses compared with what the Corporation believes is the more rigid and less friendly environment found in larger banks. This requires the Corporation to offer most, if not all, of the products and conveniences that are offered by the larger banks, but with a service differentiation. In doing so, it is imperative that the Corporation identify the lines of business that the Corporation can excel in, prudently utilize the Corporation’s available capital to acquire the people and platforms required thereof, and execute on these strategies.

Credit Risks

Like all lenders, the Corporation faces the risk that the Corporation’s customers may not repay their loans and that the realizable value of collateral may be insufficient to avoid a loss of principal. In the Corporation’s business, some level of credit loss is unavoidable and overall levels of credit loss can vary over time. The Corporation’s ability to manage credit risk depends

primarily upon the Corporation’s ability to assess the creditworthiness of customers and the value of collateral, including real estate. The Corporation controls credit risk by diversifying the Corporation’s loan portfolio and managing its composition, and by recording and managing an allowance for expected loan losses in accordance with applicable accounting rules. At the end of March 31, 2019, the Corporation had approximately $3.6 million of available reserves to cover such losses. The models and approaches the Corporation uses to originate and manage loans are regularly reviewed, if necessary or advisable, updated to consider changes in the competitive environment, in real estate prices and other collateral values, and in the economy, among other things, based on the Corporation’s experience originating loans and servicing loan portfolios.

Financing, Funding and Liquidity Risks

One of the most important aspects of management’s efforts to sustain long-term profitability for the Corporation is the management of interest rate risk. Management’s goal is to maximize net interest income within acceptable levels of interest-rate risk and liquidity.

The Corporation’s assets and liabilities are principally financial in nature and the resulting earnings thereon are subject to significant variability due to the timing and extent to which the Corporation can reprice the yields on interest-earning assets and the costs of interest bearing liabilities as a result of changes in market interest rates. Interest rates in the financial markets affect the Corporation’s decisions on pricing its assets and liabilities, which impacts net interest income, an important cash flow stream for the Corporation. As a result, a substantial part of the Corporation’s risk-management activities are devoted to managing interest-rate risk. Currently, the Corporation does not have any significant risks related to foreign currency exchange, commodities or equity risk exposures.

Interest Rate and Yield Curve Risks

A significant portion of the Corporation’s business involves borrowing and lending money. Accordingly, changes in interest rates directly impact the Corporation’s revenues and expenses, and potentially could compress the Corporation’s net interest margin. The Corporation actively manages its balance sheet to control the risks of a reduction in net interest margin brought about by ordinary fluctuations in rates.

Like all financial services companies, the Corporation faces the risk of abnormalities in the yield curve. The yield curve shows the interest rates applicable to short and long term debt. The curve is steep when short-term rates are much lower than long-term rates, it is flat when short-term rates are equal, or nearly equal, to long-term rates, and it is inverted when short-term rates exceed long-term rates. A flat or inverted yield curve tends to decrease net interest margin, as funding costs increase relative to the yield on assets. Currently, the yield curve is flat.

Regulatory and Legal Risks

The Corporation operates in a heavily regulated industry and therefore is subject to many banking, deposit, and consumer lending laws as well as the rules and regulations promulgated by the FDIC, FRB, Securities and Exchange Commission and the NASDAQ stock market. Failure to comply with applicable regulations could result in financial or operational penalties. In

addition, efforts to comply with applicable regulations may increase the Corporation’s costs and/or limit the Corporation’s ability to pursue certain business opportunities. Federal and state regulations significantly limit the types of activities in which the Corporation, as a financial institution, may engage. In addition, the Corporation is subject to a wide array of other regulations that govern other aspects of how the Corporation conducts business, such as in the areas of employment and intellectual property. Federal and state legislative and regulatory authorities occasionally consider changing these regulations or adopting new ones. Such actions could limit the amount of interest or fees the Corporation can charge, could restrict the Corporation’s ability to collect loans or realize on collateral or could materially affect us in other ways. Additional federal and state consumer protection regulations could also expand the privacy protections afforded to customers of financial institutions, restricting the Corporation’s ability to share or receive customer information and increasing the Corporation’s costs. In addition, changes in accounting rules can significantly affect how the Corporation records and reports assets, liabilities, revenues, expenses and earnings.

The Corporation also faces litigation risks from customers (individually or in class actions) and from federal or state regulators. Litigation is an unavoidable part of doing business, and the Corporation manages those risks through internal controls, personnel training, insurance, litigation management, the Corporation’s compliance and ethics processes and other means. However, the commencement, outcome and magnitude of litigation cannot be predicted or controlled with any certainty.

Accounting Estimate Risks

The preparation of the Corporation’s consolidated financial statements in conformity with GAAP requires management to make significant estimates that affect the financial statements. The Corporation’s most critical estimate is the level of the allowance for credit losses. However, other estimates occasionally become highly significant, especially in volatile situations such as litigation and other loss contingency matters. Estimates are made at specific points in time as actual events unfold, estimates are adjusted accordingly. Due to the inherent nature of these estimates, it is possible that, at some time in the future, the Corporation may significantly increase the allowance for credit losses or sustain credit losses that are significantly higher than the provided allowance, or the Corporation may make some other adjustment that will differ materially from the estimates that the Corporation previously made.

Expense Control

Expenses and other costs directly affect the Corporation’s earnings. The Corporation’s ability to successfully manage expenses is important to its long-term profitability. Many factors can influence the amount of the Corporation’s expenses, as well as how quickly they grow. As the Corporation’s businesses change or expand, additional expenses can arise from asset purchases, structural reorganization, evolving business strategies, and changing regulations, among other things. The Corporation manages expense growth and risk through a variety of means, including actual versus budget management, imposition of expense authorization, and procurement coordination and processes.

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 March 31, 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 March 31, 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

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: May 10, 2019