8-K
CITIZENS HOLDING CO /MS/ (CIZN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
July 27, 2023
Date of Report (Date of earliest event reported)
CITIZENS HOLDING COMPANY
(Exact name of the registrant as specified in its charter)
| mississippi | 001-15375 | 64-0666512 |
|---|---|---|
| (State or other<br><br> <br>jurisdiction of<br><br> <br>incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 521 Main Street, Philadelphia, Mississippi | 39350 | |
| --- | --- | |
| (Address of principal executive office) | (Zip Code) |
(601) 656-4692
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, $0.20 par value | CIZN | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 2.02. Results of Operation and Financial Condition.
On July 27, 2023, Citizens Holding Company (the “Company”) issued a press release that announced the earnings for the Company for the second quarter of 2023. This press release, including accompanying financial highlights, is furnished as Exhibit 99.1 to this Form 8-K.
Item 7.01. Regulation FD Disclosure.
On July 27, 2023, the Company issued a press release that announced the earnings for the Company for the second quarter of 2023. This press release, including accompanying financial highlights, is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Exhibit 99.1 Press Release dated July 27, 2023, including financial highlights | |
| --- | |
| Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CITIZENS HOLDING COMPANY | ||
|---|---|---|
| By: | /s/ Phillip R. Branch | |
| Phillip R. Branch | ||
| Treasurer and Chief Financial Officer |
DATE: July 31, 2023
ex_552057.htm
EXHIBIT 99.1 CITIZENS HOLDING COMPANY REPORTS EARNINGS
PHILADELPHIA, Miss.—(BUSINESS WIRE)—July 27, 2023--Citizens Holding Company (the “Company”) (NASDAQ:CIZN) announced today results of operations for the three and six months ended June 30, 2023.
(in thousands, except share and per share data)
Net income for the three months ended June 30, 2023 was $300, or $0.05 per share-basic and diluted, a linked-quarter decrease of ($840), or (73.68%) from net income of $1,140, or $0.20 per share-basic and diluted. Net income also decreased ($2,241), or (88.19)% from net income of $2,541, or $0.45 per share-basic and diluted for the same quarter in 2022.
Net income for the six months ended June 30, 2023 was $1,440, or $0.26 per share-basic and diluted, a decrease of ($3,137), or (68.54%) from net income of $4,577, or $0.82 per share-basic and diluted for the same period in 2022.
“A key contributor to the decline in net income for both the three and six months ended June 30, 2023, was net interest margin compression caused by increased funding costs. The Company’s funding costs for the three and six months ended June 30, 2023, were 147 bps and 145 bps, respectively, compared to 33 bps for the three and six months ended June 30, 2022. The funding costs for the three months ended March 31, 2023 was 136 bps”, as quoted by Phillip Branch, Chief Financial Officer of the Company.
Second Quarter Highlights
| ● | Total revenues, or interest and non-interest income, for the three months ended June 30, 2023 totaled $13,422, an increase of $27, or 0.20% from the prior quarter. The increase in total revenue is primarily attributed to an increase of $206, or 2.81% in interest income on loans attributed to rising interest rates. |
|---|---|
| ● | Yields on earning assets increased 11 basis points (“bps”) to 371 bps for the three months ended June 30, 2023 compared to 360 bps for the three months ended March 31, 2023 and increased 69 bps compared to 302 bps for the three months ended June 30, 2022. |
| --- | --- |
| ● | Loans held for investment (“LHFI”) increased $7,494, or 1.32%, to $574,734 at June 30, 2023, compared to $567,240 at March 31, 2023. Loan demand continues to be moderately positive in the Company’s operating markets. |
| --- | --- |
| ● | Credit quality continues to remain solid with total non-performing assets (“NPA”) to loans at 72 bps at June 30, 2023 compared to 84 bps at June 30, 2022. Total non-performing assets decreased $12, or (0.29%), to $4,165 at June 30, 2023, compared to $4,177 at March 31, 2023, and decreased $807, or (16.23%), compared to $4,972 at June 30, 2022. |
| --- | --- |
| ● | Allowance for credit losses (“ACL”) to loans was 1.11% at June 30, 2023 compared to 1.06% in the prior quarter and 0.86% the same period a year ago. |
| --- | --- |
Chief Executive Officer (“CEO”) Commentary
Stacy Brantley, President and Chief Executive Officer of the Company, stated, “The Citizens Bank of Philadelphia (the “Bank”), the wholly-owned subsidiary of the Company, is committed to disciplined management in the face of this challenging operating environment. Rapidly rising interest rates and intense competition for deposits has resulted in an increased cost of funds and tightening net interest margin (“NIM”). While we expect deposit costs to continue to rise over the remainder of the year, we also anticipate loan yields will rise through the combination of new loan production and renewal of the loan portfolio.
Deposit retention and credit quality have been highpoints in the first half of 2023. Our strong core deposit base with minimal uninsured deposits has proven stable over the prior twelve months. Total deposits have decreased slightly by (1.33%) as of June 30, 2023, over June 30, 2022. Past due loans and NPAs are down (67.11%) and (16.23%), respectively, over the same period in 2022.
Internal restructurings of loan production and credit administration during the quarter are aimed at an improved customer experience. Investments in technology have been made to drive efficiency and improve delivery channels. Together, these efforts are focused on building our core banking franchise and delivering great service to our customers and communities.”
Financial Condition and Results of Operations
Loans and Deposits
Total loans outstanding, net of unearned income, as of June 30, 2023 totaled $574,734 compared to $567,240 at March 31, 2023 and $589,541 as of June 30, 2022.
Total deposits as of June 30, 2023 were $1,103,072 compared to $1,115,826 at March 31, 2023 and $1,117,987 as of June 30, 2022. With the pressure throughout the banking system in regards to deposits, the Company has not experienced material outflows in deposits.
Net Interest Income
Net interest income for the three months ended June 30, 2023 was $7,414, a decrease of $264, or (3.44%), compared to $7,678 for the three months ended March 31, 2023, and a decrease of $1,349, or (15.39%), compared to $8,763 for the three months ended June 30, 2022. The NIM was 2.55% for the three months ended June 30, 2023 compared to 2.56% for the three months ended March 31, 2023 and 2.78% for the same period in 2022.
The linked-quarter decrease in net interest income is primarily a result of the increase in funding cost of $391, or 11.65%, compared to the three months ended March 31, 2023 and an increase of $2,948, or 369.85%, when compared to the three months ended June 30, 2022. This increase in funding is partially offset by an increase in total interest income of $127, or 1.15%, compared to the prior quarter and an increase of $1,599, or 16.72%, when compared to the same period in 2022.
Net interest income for the six months ended June 30, 2023 decreased $1,958, or (11.48%) to $15,092 from $17,050 for the same period in 2022. The year-to-date NIM was 2.54% as of June 30, 2023 compared to 2.56% at March 31, 2023 and 2.74% for the same period in 2022.
Net interest income for the six months ended June 30, 2023 decreased compared to the prior year due to interest expense increasing $5,535, or 353.88%. This decrease is the direct result of the aggressive Federal Reserve Bank (“FRB”) interest rate hikes causing increased deposit competition. This was partially offset as loans and investment securities repriced also. Total interest income increased by $3,577, or 19.22% compared to the same period in 2022. Management expects continued pressure on NIM given the current interest rate environment.
Credit Quality
The Company’s NPAs decreased by $12, or (0.29%), to $4,165 at June 30, 2023 compared to $4,177 at March 31, 2023, and decreased $807, or (16.23%), compared to $4,972 at June 30, 2022. The primary cause of the decrease from year-over-year was due to the sale of several other real estate owned (“OREO”) properties in 2023.
Net charge-offs for the quarter were $9 with net recoveries of $63 for the six months ended June 30, 2023. Year-to-date net (recoveries)/charge-offs to average net loans were (0.01%) at June 30, 2023 compared to (0.07%) at June 30, 2022.
The provision for credit losses (“PCL”) for the three months ended June 30, 2023 was $459 compared to $6 for the linked quarter and $56 compared to June 30, 2022. The PCL was primarily driven by qualitative factor adjustments due to declining commercial real estate (“CRE”) valuations on the national scale. The Company has not observed material deterioration in local CRE valuations. The ACL to LHFI was 1.11% and 0.86% at June 30, 2023 and 2022, respectively, and 1.06% at March 31, 2023, representing a level management considers commensurate with the risk in the loan portfolio.
Liquidity and Capital
Given the events within the banking industry over the past few months, investment securities portfolios, interest rate risk, liquidity and capital have become much more in focus for the Company’s management team and Board, regulators and investors. As a result of this, the Company is providing additional information on our liquidity and capital position as of June 30, 2023 to disclose the more traditional and stable nature of the Company’s banking model.
The Company currently has limited reliance on the wholesale funding market. The Company had $4,000 in overnight Federal Funds borrowings at June 30, 2023 as compared to $-0- at March 31, 2023 and June 30, 2022. The Company currently has capacity to borrow $190,000 from the Federal Home Loan Bank of Dallas (“FHLB”), approximately $150,000 to $200,000 in brokered deposit availability and $50,000 in availability with our correspondent Fed Funds lines. Additionally, management has applied and been approved to utilize the Bank Term Funding Program of the FRB or the Company could provide additional collateral to the FHLB to increase the capacity there, should those avenues be needed.
The Company and the Bank, remain in a strong capital position and well-capitalized. A comparison of the various regulatory ratios for the Company and the Bank are noted below:
| June 30, 2023 | March 31, 2023 | June 30, 2022 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Citizens Holding Company | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Tier 1 leverage ratio | 8.17 | % | 8.01 | % | 7.72 | % | |||
| Common Equity tier 1 capital ratio | 8.17 | % | 8.01 | % | 7.72 | % | |||
| Tier 1 risk-based capital ratio | 13.50 | % | 13.57 | % | 12.71 | % | |||
| Total risk-based capital ratio | 14.28 | % | 14.33 | % | 13.32 | % | |||
| The Citizens Bank | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Tier 1 leverage ratio | 9.48 | % | 9.29 | % | 8.98 | % | |||
| Common Equity tier 1 capital ratio | 9.48 | % | 9.29 | % | 8.98 | % | |||
| Tier 1 risk-based capital ratio | 15.53 | % | 15.75 | % | 14.80 | % | |||
| Total risk-based capital ratio | 16.30 | % | 16.50 | % | 15.40 | % |
Noninterest Income
Noninterest income decreased for the three months ended June 30, 2023, by $100, or (4.25%) compared to the three months ended March 31, 2023, and decreased by $500 or (18.11%) compared to the same period in 2022.
The decrease quarter-over-quarter is primarily due to other noninterest income decreasing $111, or (26.94%), primarily driven by a one-time $70 loan recovery on a fully written off loan relationship.
The decrease from the same period in 2022 is primarily driven by a decrease in secondary market mortgage loan origination directly attributable to the rise in mortgage rates throughout late 2022 that have remained higher in 2023.
Noninterest Expense
Noninterest expense increased for the three months ended June 30, 2023 by $255, or 2.92%, compared to the three months ended March 31, 2023 and increased by $564, or 6.69%, compared to the same period in 2022.
The linked quarter increase is primarily being driven by an overall rise in costs associated with the implementation of new technologies and the rising costs of technology-related vendor contracts as a whole.
The increase from the same six months ended June 30, 2023 period in 2022 is attributable to an increase in salaries and employee benefits of $554, or 6.25%. This is being driven by the tight labor market environment coupled with several strategic hires during the year.
Other noninterest expense for the six months ended June 30, 2023 period increased by $236, or 5.36%, due to the aforementioned overall rise in technology-related costs and costs associated with the Chief Executive Officer transition in January of 2023.
Dividends
The Company paid aggregate cash dividends in the amount of $2,244 or $0.40 per share, during the six-month period ended June 30, 2023 compared to $2,688, or $0.48 per share, for the same period in 2022.
The Company made the strategic decision to reduce the dividend for the second quarter of 2023 with the belief that this decision was the most prudent allocation of capital given the current economic environment. At $0.16 per share, the Company’s dividend yield is approximately 5% which reflects the Company’s continued commitment to returning shareholder value.
Citizens Holding Company
Financial Highlights
(amounts in thousands, except share and per share data)
| For the Three Months Ended | For the Six Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | March 31, | June 30, | June 30, | June 30, | |||||||
| 2023 | 2023 | 2022 | 2023 | 2022 | |||||||
| INTEREST INCOME | |||||||||||
| Loans, including fees | $ | 7,529 | $ | 7,323 | $ | 6,639 | $ | 14,852 | $ | 13,036 | |
| Investment securities | 3,334 | 3,370 | 2,884 | 6,704 | 5,528 | ||||||
| Other interest | 296 | 339 | 37 | 635 | 50 | ||||||
| 11,159 | 11,032 | 9,560 | 22,191 | 18,614 | |||||||
| INTEREST EXPENSE | |||||||||||
| Deposits | 2,450 | 1,820 | 528 | 4,270 | 1,084 | ||||||
| Other borrowed funds | 1,294 | 1,534 | 269 | 2,828 | 480 | ||||||
| 3,745 | 3,354 | 797 | 7,099 | 1,564 | |||||||
| NET INTEREST INCOME | 7,414 | 7,678 | 8,763 | 15,092 | 17,050 | ||||||
| PCL | 459 | 6 | 56 | 465 | 149 | ||||||
| NET INTEREST INCOME AFTER PCL | 6,955 | 7,672 | 8,707 | 14,627 | 16,901 | ||||||
| NONINTEREST INCOME | |||||||||||
| Service charges on deposit accounts | 890 | 914 | 967 | 1,804 | 1,912 | ||||||
| Other service charges and fees | 1,072 | 1,037 | 1,094 | 2,109 | 2,119 | ||||||
| Other noninterest income | 301 | 412 | 702 | 713 | 1,265 | ||||||
| 2,263 | 2,363 | 2,763 | 4,626 | 5,296 | |||||||
| NONINTEREST EXPENSE | |||||||||||
| Salaries and employee benefits | 4,710 | 4,695 | 4,412 | 9,405 | 8,851 | ||||||
| Occupancy expense | 1,856 | 1,845 | 1,711 | 3,701 | 3,486 | ||||||
| Other noninterest expense | 2,431 | 2,201 | 2,309 | 4,632 | 4,396 | ||||||
| 8,996 | 8,741 | 8,432 | 17,737 | 16,733 | |||||||
| NET INCOME BEFORE TAXES | 222 | 1,294 | 3,038 | 1,516 | 5,464 | ||||||
| INCOME TAX EXPENSE | (78 | ) | 154 | 497 | 76 | 887 | |||||
| NET INCOME | $ | 300 | $ | 1,140 | $ | 2,541 | $ | 1,440 | $ | 4,577 | |
| Earnings per share - basic | $ | 0.05 | $ | 0.20 | $ | 0.45 | $ | 0.26 | $ | 0.82 | |
| Earnings per share - diluted | $ | 0.05 | $ | 0.20 | $ | 0.45 | $ | 0.26 | $ | 0.82 | |
| Dividends paid | $ | 0.16 | $ | 0.24 | $ | 0.24 | $ | 0.40 | $ | 0.48 | |
| Average shares outstanding - basic | 5,601,213 | 5,595,320 | 5,592,782 | 5,598,299 | 5,589,958 | ||||||
| Average shares outstanding - diluted | 5,601,213 | 5,595,320 | 5,592,782 | 5,598,501 | 5,589,958 |
| For the Period Ended, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| June 30, | March 31, | June 30, | |||||||
| 2023 | 2023 | 2022 | |||||||
| Period End Balance Sheet Data: | |||||||||
| Total assets | $ | 1,289,339 | $ | 1,289,469 | $ | 1,299,081 | |||
| Total earning assets | 1,165,419 | 1,174,575 | 1,182,127 | ||||||
| Loans, net of unearned income | 574,734 | 567,240 | 589,541 | ||||||
| Allowance for credit losses | 6,397 | 6,017 | 5,046 | ||||||
| Securities held-to maturity, at amortized cost | 396,931 | 402,237 | - | ||||||
| Securities available for sale, at fair value | 196,866 | 201,740 | 563,796 | ||||||
| Total deposits | 1,103,072 | 1,115,826 | 1,117,987 | ||||||
| Securities sold under agreement to repurchase | 109,526 | 98,532 | 124,162 | ||||||
| Short-term borrowings | 4,000 | - | - | ||||||
| Long-term debt | 18,000 | 18,000 | 18,000 | ||||||
| Shareholders' equity | 40,142 | 41,124 | 25,926 | ||||||
| Book value per share | 7.17 | 7.35 | 4.64 | ||||||
| Period End Average Balance Sheet Data: | |||||||||
| Total assets | 1,320,107 | 1,336,480 | 1,343,566 | ||||||
| Total earning assets | 1,196,971 | 1,218,404 | 1,242,569 | ||||||
| Loans, net of unearned income | 574,005 | 582,169 | 584,959 | ||||||
| Securities held-to-maturity, at amortized cost | 402,341 | 404,719 | - | ||||||
| Securities available for sale, at fair value | 199,737 | 201,328 | 628,137 | ||||||
| Total deposits | 1,114,384 | 1,114,446 | 1,130,989 | ||||||
| Securities sold under agreement to repurchase | 129,521 | 142,853 | 94,915 | ||||||
| Short-term borrowings | 4,442 | 8,014 | 7,791 | ||||||
| Long-term debt | 18,000 | 18,000 | 18,000 | ||||||
| Shareholders' equity | 39,659 | 39,693 | 79,467 | ||||||
| Period End Non-performing Assets: | |||||||||
| Non-accrual loans | 2,996 | 2,993 | 3,580 | ||||||
| Loans 90+ days past due and accruing | 160 | 5 | 64 | ||||||
| Other real estate owned | 1,009 | 1,179 | 1,328 | ||||||
| As of | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, | March 31, | June 30, | |||||||
| 2023 | 2023 | 2022 | |||||||
| Year to Date Credit Performance Ratios: | |||||||||
| Non-performing assets to loans | 0.72 | % | 0.74 | % | 0.84 | % | |||
| ACL to loans | 1.11 | % | 1.06 | % | 0.86 | % | |||
| ACL to non-performing loans | 202.70 | % | 200.70 | % | 138.47 | % | |||
| Net (recoveries)/charge-offs to average net loans | -0.01 | % | -0.01 | % | -0.07 | % | |||
| Year to Date Performance Ratios: | |||||||||
| Return on average assets^(1)^ | 0.22 | % | 0.34 | % | 0.68 | % | |||
| Return on average equity^(1)^ | 7.26 | % | 11.49 | % | 11.52 | % | |||
| Year to Date Net Interest | |||||||||
| Margin (tax equivalent)^(1)^ | 2.54 | % | 2.56 | % | 2.74 | % | |||
| ^(1)^ Annualized | |||||||||
| --- |
Citizens Holding Company is a one-bank holding company and the parent company of the Bank, both headquartered in Philadelphia, Mississippi. The Bank currently has twenty-seven banking locations in fourteen counties throughout the state of Mississippi. In addition to full service commercial banking, the Company offers mortgage loans, title insurance services through third party partnerships and a full range of Internet banking services including online banking, bill pay and cash management services for businesses. Internet services are available at the Bank web site, www.thecitizensbankphila.com. Citizens Holding Company stock is listed on the NASDAQ Global Market and is traded under the symbol CIZN. The Company's transfer agent is American Stock Transfer & Trust Company. Investor relations information may be obtained at the corporate website, https://www.thecitizensbankphila.com/investor-relations.
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this release regarding the Company’s financial position, results of operations, business strategies, plans, objectives and expectations for future operations, are forward looking statements. The Company can give no assurances that the assumptions upon which such forward-looking statements are based will prove to have been correct. Forward-looking statements speak only as of the date they are made. The Company does not undertake a duty to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions. The risks and uncertainties that may affect the operation, performance, development and results of the Company’s and the Bank’s business include, but are not limited to, the following: (a) the risk of adverse changes in business conditions in the banking industry generally and in the specific markets in which the Company operates; (b) our ability to mitigate our risk exposures; (c) changes in the legislative and regulatory environment that negatively impact the Company and Bank through increased operating expenses; (d) increased competition from other financial institutions; (e) the impact of technological advances; (f) expectations about the movement of interest rates, including actions that may be taken by the Federal Reserve Board in response to changing economic conditions; (g) changes in asset quality and loan demand; (h) expectations about overall economic strength and the performance of the economics in the Company’s market area; and (i) other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Should one or more of these risks materialize or should any such underlying assumptions prove to be significantly different,
actual results may vary significantly from those anticipated, estimated, projected or expected.
Contact:
Citizens Holding Company, Philadelphia
Phillip R. Branch, 601/656-4692
Phillip.branch@thecitizensbank.bank