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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 000-25221
CITIZENS HOLDING COMPANY
(exact name of Registrant as specified in its charter)
MISSISSIPPI 64-0666512
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation of organization)
521 Main Street, Philadelphia, MS 39350
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 601-656-4692
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
------------------- -------------------------
Common Stock, $.20 par value American Stock Exchange
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 shorted 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 ( X ) NO ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at March 8, 2001
Common stock, $.20 par value 3,308,750 Shares
The aggregate market value of the voting stock held by non-affiliates of
the Registrant on March 8, 2001 was $41,529,127.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference to Part
I, II, and III of the Form 10-K report: 2000 Annual Report to Shareholders (Part
II) and the Definitive Proxy Statement dated March 29, 2001 for Registrant's
Annual Meeting of Stockholders to be held May 1, 2001 (Part III).
CITIZENS HOLDING COMPANY
FORM 10-K
INDEX
PAGE
----
PART I
ITEM 1. BUSINESS...................................................... 1
ITEM 2. PROPERTIES.................................................... 16
ITEM 3. LEGAL PROCEEDINGS............................................. 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........... 18
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS........................................... 18
ITEM 6. SELECTED FINANCIAL DATA....................................... 19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS..................................... 20
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK................................................... 20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................... 20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE...................................... 21
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............. 21
ITEM 11. EXECUTIVE COMPENSATION......................................... 21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. 21
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................. 21
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K....................................................... 21
SIGNATURES................................................................ 23
CITIZENS HOLDING COMPANY
FORM 10-K
PART I
In addition to historical information, this report contains statements
which constitute forward-looking statements and information which are based on
management's beliefs, plans, expectations, 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 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 report, including, but not limited to, statements
found in Item 1 "Business" and in Item 7 "Management's Discussion and Analysis
of Financial Condition and Results of Operations." 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
Corporation'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 Corporation
operates; (b) changes in the legislative and regulatory environment that
negatively impact the Corporation and Bank through increased operating expenses;
(c) increased competition from other financial institutions; (d) the impact of
technological advances; (e) expectations about the movement of interest rates,
including actions that may be taken by the Federal Reserve Board in response to
changing economic conditions; changes in asset quality and loan demand; (g)
expectations about overall economic strength and the performance of the
economics in the Corporation's market area and (h) other risks detailed from
time to time in the Corporation's filings with the Securities and Exchange
Commission. The Corporation does not undertake any obligation to update or
revise any forward-looking statements subsequent to the date on which they are
made.
ITEM 1. BUSINESS
BACKGROUND
Citizens Holding Company (the "Corporation") is a one-bank holding company
that holds 96.64% of the outstanding shares of The Citizens Bank of
Philadelphia, Mississippi (the "Bank"). The Corporation was incorporated under
Mississippi law on February 16, 1982, at the direction of the Board of Directors
of the Bank in order to facilitate the Bank's adoption of a one-bank holding
company structure.
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 December
31, 2000, the Bank was the largest bank headquartered in Neshoba County with
total assets of $381,557,740 and total deposits of $290,268,948.
The principal executive office for both the Corporation and the Bank is
located at 521 Main Street, Philadelphia, Mississippi 39350 and its telephone
number is (601) 656-4692. All references hereinafter to the activities or
operations of the Corporation reflect the Corporation's activities or operations
through the Bank.
OPERATIONS
The Corporation, through the Bank, engages in a wide range of commercial
and personal banking activities, including accepting demand, savings and time
deposit accounts, making secured and unsecured loans, issuing letters of credit,
originating mortgage loans, and providing personal and corporate trust services;
and provides certain services that are closely related to commercial banking
such as credit life insurance and title insurance for its loan customers.
Revenues from the Corporation's lending activities constitute the largest
component of the Corporation's operating revenues. Such lending activities
include commercial, real estate, installment (direct and indirect) and credit
card loans. The Corporation's primary lending area is East Central Mississippi,
specifically Neshoba, Newton, Leake, Scott, Attala, Lauderdale and Kemper
counties and contiguous counties. The Corporation extends out-of-area credit
only to borrowers who are considered to be low risk, and only on a very limited
basis.
This seven county lending area is mainly rural with Meridian, at 41,036 in
population, being the largest city. Agriculture and some light industry are a
big part of the economy of this area. The largest employer in the Corporation's
service area is the Mississippi Band of Choctaw Indians with their schools,
manufacturing plants and their main source of income, The Silverstar Casino and
Resort (the "Casino"). The Casino and its related services employs
approximately 2,500 people from the Corporation's service area.
The Corporation has in the past and intends to continue to make most types
of real estate loans, including, but not limited to, single and multi-family
housing, farm loans, residential and commercial construction loans and loans for
commercial real estate. Historically, approximately 63.3% of the
Corporation's loan portfolio has been attributed to this category of lending.
Another 15.7% of the Corporation's loan portfolio has been comprised of
commercial, industrial and agricultural production loans, with consumer loans
making up the remaining 21.0% of the total loan portfolio.
The Corporation's loan personnel have the authority to extend credit under
guidelines established and approved by the Board of Directors. Any aggregate
credit that exceeds the authority of the loan officer is forwarded to the loan
committee for approval. The loan committee is composed of various Bank
directors, including the Chairman. All aggregate credits that
exceed the loan committee's lending authority are presented to the full Board of
Directors for ultimate approval or denial. The loan committee not only acts as
an approval body to ensure consistent application of the Corporation's loan
policy, but also provides valuable insight through the communication and pooling
of knowledge, judgment and experience of its members.
Of course, all loans in the Corporation's portfolio are subject to risk
based on the economy in the Corporation's area and also that of the nation.
However, because the Corporation's local economy has been strong and
unemployment has remained at historic lows, management continues to consider
general risk levels to be low.
In addition to lending services, the Corporation provides a wide range of
personal and corporate trusts and trust-related services, which include it
serving as executor of estates, as trustee under testamentary and inter vivos
trusts and various pension and other employee benefit plans, as the guardian of
the estates of minors and incompetents, and as escrow agent under various
agreements.
The Corporation offers discount brokerage services through First Tennessee
Bank.
In 1996 the Corporation opened the Westside building in Philadelphia,
Mississippi, replacing a smaller drive-up only facility. In early 1998, the
Corporation opened a new full service facility in Kosciusko, Mississippi.
The Corporation also expanded its ability to offer its customers broader
options with their mortgage loan needs in 1999 with the acquisition of the
assets of Three D Mortgage Company, with locations in Philadelphia and
Kosciusko, Mississippi. The Corporation's Mortgage Department originates
mortgage loans that are sold to the secondary market.
Through such innovations as its VISA Checkcard program, the 24 Hour Phone
Teller and its Internet site (http://www.thecitizensbankphila.com), the
Corporation's customers have the ability to have easy and convenient access to
their funds and account balances 24 hours a day, 7 days a week. Additionally,
the Internet site enables the Corporation's customers to review their accounts
in detail, make transfers between their accounts and pay bills from anywhere in
the world.
EXECUTIVE OFFICERS
From 1978 until the present, Steve Webb has served as President and Chief
Executive Officer of the Corporation and the Bank. In addition, Mr. Webb has
served as a member of the Board of Directors of the Corporation from 1982 until
the present and of the Bank from 1970 until the present. Mr. Webb currently
serves as Chairman for the Boards of both the Corporation and the Bank.
Robert T. Smith has been employed by the Bank since 1986 and has been in
his current position of Vice-President and Controller since January of 1987. In
addition to his position with the Bank, in February of 1996, Mr. Smith was
elected to serve as Treasurer of the Corporation.
EMPLOYEES
The Corporation has no compensated employees. At December 31, 2000, the
Bank employed 144 full-time employees and 27 part-time employees. The Bank is
not a party to any collective bargaining agreements, and employee relations are
considered to be good.
SUPERVISION AND REGULATION
The Bank is chartered under the banking laws of the State of Mississippi
and is subject to the supervision of, and is regularly examined by, the
Department of Banking and Consumer Finance and the FDIC. The Corporation is a
registered bank holding company within the meaning of the Bank Holding Company
Act ("BHC Act"), and is subject to the supervision of the Federal Reserve Board
("FRB"). Certain legislation and regulations affecting the businesses of the
Corporation and the Bank are discussed below.
General.
The FRB requires the Corporation to maintain certain levels of capital. The
FRB also has the authority to take enforcement action against any bank holding
company that commits any unsafe or unsound practice, violates certain laws,
regulations, or conditions imposed in writing by the FRB.
Capital Standards.
The FRB, FDIC and other federal banking agencies have established risk-
based capital adequacy guidelines intended to provide a measure of capital
adequacy that reflects the degree of risk associated with a bank's operations.
A banking organization's risk-based capital ratios are obtained by dividing
its qualifying capital by its total risk-adjusted assets and off-balance sheet
items. Since December 31, 1992, the federal banking agencies have required a
minimum ratio of qualifying total capital to risk-adjusted assets and off-
balance sheet items of 8%, and a minimum ratio of Tier 1 capital to risk-
adjusted assets and off-balance sheet items of 4%.
In addition to the risk-based guidelines, federal banking regulators
require banking organizations to maintain a minimum amount of Tier 1 capital to
total assets, referred to as the leverage ratio. For a banking organization
rated in the highest of the five categories used by regulators to rate banking
organizations, the minimum leverage ratio of Tier 1 capital to total assets is
3%.
Prompt Corrective Action and Other Enforcement Mechanisms.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") requires each federal banking agency to take prompt corrective action
to resolve the problems of insured depository institutions, including but not
limited to those that fall below one or more of the prescribed minimum capital
ratios. The law requires each federal banking agency to promulgate regulations
defining the following five categories in which an insured depository
institution will be placed, based on the level of its capital ratios: well-
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized. The Corporation and Bank are
classified as well capitalized under these guidelines.
Safety and Soundness Standards.
FDICIA also implemented certain specific restrictions on transactions and
required the regulators to adopt overall safety and soundness standards for
depository institutions related to internal control, loan underwriting and
documentation, and asset growth. Among other things, FDICIA limits the interest
rates paid on deposits by undercapitalized institutions, the use of brokered
deposits and the aggregate extension of credit by a depository institution to an
executive officer, director, principal shareholder or related interest, and
reduces deposit insurance coverage for deposits offered by undercapitalized
institutions for deposits by certain employee benefits accounts.
Restrictions on Dividends and Other Distributions.
The power of the board of directors of an insured depository institution to
declare a cash dividend or other distribution with respect to capital is subject
to statutory and regulatory restrictions which limit the amount available for
such distribution depending upon the earnings, financial condition and cash
needs of the institution, as well as general business conditions.
The Corporation's ability to pay dividends depends in large part on the
ability of the Bank to pay dividends to the Corporation. Certain provisions of
state law restrict the payment of dividends by a Mississippi state bank. In
addition, the Bank must obtain the prior approval of the Mississippi Department
of Banking and Consumer Finance for the payment of any dividend.
FDIC Insurance Assessments.
The FDIC has established several mechanisms to increase funds to protect
deposits insured by the Bank Insurance Fund ("BIF") and the Savings Association
Insurance Fund ("SAIF"), both of which are administered by the FDIC. The Bank's
deposits are insured through BIF except for those deposits the Bank acquired
from the Resolution Trust Corporation in April, 1994. This acquisition
consisted of one branch of the former Security Federal Savings
and Loan in Kosciusko, Mississippi, and these deposits remain insured through
SAIF.
Interstate Banking and Branching.
On September 29, 1994, the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Act") was signed into law. The
Interstate Act effectively permits nationwide banking.
Interstate branching by consolidation of banks was permitted beginning
June 1, 1997, except in states that have passed legislation prior to that date
"opting-out" of interstate branching. If a state opted-out prior to June 1,
1997, then banks located in that state may not participate in interstate
branching. Effective May 1, 1997, Mississippi "opted in" to the interstate
branching provision of the Interstate Act.
Community Reinvestment Act.
The revised CRA regulations emphasize an assessment of actual performance
rather than of the procedures followed by a bank, to evaluate compliance with
the CRA. Overall CRA compliance continues to be rated across a four-point scale
from "outstanding" to "substantial noncompliance", and continues to be a factor
in review of applications to merger, establishment of new branches or formation
of bank holding companies. Different evaluation methods are used depending on
the asset size of the bank.
The FDIC examined the Bank on March 12, 1997 and again most recently on
June 1, 1999, for its performance under the CRA. The Bank was rated
Satisfactory during both of these examinations. No discriminatory practices or
illegal discouragement of applications were found.
Impact of Monetary Policies.
Banking is a business that depends on interest rate differentials. In
general, the difference between the interest paid by a bank on its deposits and
other borrowings, and the interest rate earned by banks on loans, securities and
other interest-earning assets comprises the major source of banks' earnings.
Thus, the earnings and growth of banks are subject to the influence of economic
conditions generally, both domestic and foreign, and also to the monetary and
fiscal policies of the United States and its agencies. The nature and timing of
any future changes in such policies and their impact on the Corporation cannot
be predicted.
COMPETITION
The banking business is a highly competitive business. The Corporation's
market area consists principally of Neshoba, Newton, Leake, Scott, Attala,
Lauderdale and Kemper Counties in Mississippi, although the Corporation also
competes with other financial institutions in those counties and in surrounding
counties in Mississippi in obtaining deposits and providing many types of
financial services. The Corporation competes with larger regional banks for the
business of companies located in the Corporation's market area. A healthy
economy, such as the Corporation's market area is experiencing, invites certain
challenges, especially that of competition.
All financial institutions today are faced with the challenge of competing
for customers' deposits, and the Bank is no exception. The Bank competes with
savings and loan associations, credit unions, production credit associations and
federal land banks and with finance companies, personal loan companies, money
market funds and other non-depository financial intermediaries. Many of these
financial institutions have resources many times greater than those of the
Corporation. In addition, new financial intermediaries such as money-market
mutual funds and large retailers are not subject to the same regulations and
laws that govern the operation of traditional depository institutions.
Recent changes in federal and state law have resulted in, and are expected
to continue to result in, increased competition. The reductions in legal
barriers to the acquisition of banks by out-of-state bank holding companies
resulting from implementation of the Interstate Act and other recent and
proposed changes are expected to continue to further stimulate competition in
the markets in which the Corporation operates, although it is not possible to
predict the extent or timing of such increased competition.
Currently, there are approximately fourteen different financial
institutions in the Corporation's market area competing for the same customer
base. Despite these challenges, the Corporation has not only been able to
maintain its market share, but has actually increased its share in recent years.
ITEM 2. PROPERTIES
The Corporation, through the Bank, currently operates from its main office in
downtown Philadelphia, and from 13 additional branches in Neshoba, Newton,
Leake, Scott, Attala, Lauderdale and Kemper counties, all located in
Mississippi. Information about these branches is set forth in the table below:
BANKING
LOCATION/ FUNCTIONS
NAME OF OFFICE TELEPHONE NUMBER OFFERED
Main Office 521 Main Street Full Service
Philadelphia, Mississippi Trust
(601) 656-4692
Eastside Branch 585 East Main Street Drive-up
Philadelphia, Mississippi
(601) 656-4976
Westside Branch 912 West Beacon Street Full Service
Philadelphia, Mississippi 24 Hour Teller
(601) 656-4978
Northside Branch 720 Pecan Avenue Deposits
Philadelphia, Mississippi 24 Hour Teller
(601) 656-4977
Pearl River Branch 110 Choctaw Town Center Full Service
Philadelphia, Mississippi 24 Hour Teller
(601) 656-4971
Union Branch Corner of Horne & Bank Full Service
Union, Mississippi
(601) 774-9231
Carthage Main Office 219 West Main Street Full Service
Carthage, Mississippi
(601) 267-4525
Crossroads Branch Intersection of Hwys 35 & 16 Drive-up
Carthage, Mississippi
(601) 267-4525
Madden Branch Highway 488 Deposits
Madden, Mississippi
(601) 267-7366
Sebastopol Branch Main Street Loans
Sebastopol, Mississippi Deposits
(601) 625-7447
BANKING
LOCATION/ FUNCTIONS
NAME OF OFFICE TELEPHONE NUMBER OFFERED
DeKalb Branch Corner of Main & Bell Full Service
DeKalb, Mississippi
(601) 743-2115
Kosciusko Branch 775 North Jackson Avenue Full Service
Kosciusko, Mississippi 24-hour Teller
(601) 289-4356
Scooba Branch 1048 Johnston Street Full Service
Scooba, Mississippi
(601) 476-8431
Meridian Branch 2209 E Hwy 45 North Loans
Meridian, Mississippi Deposits
(601) 693-8367
The Bank owns its main office and its branch offices, except for the Pearl
River Branch Office and the Meridian Branch Office, which are leased. The main
office facility, originally occupied in 1966, is used solely by the Corporation
and the Bank. This facility contains approximately 20,000 square feet and
houses the executive offices and all operations related departments of the
Corporation. The other branches range in size from nearly 4,000 square feet to
1,000 square feet.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings, other than routine
litigation incidental to their business, to which the Corporation or the Bank is
a party or which any of its property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to the Corporation's shareholders during
the fourth quarter of 2000.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
MARKET PRICE.
The Corporation's Common Stock is traded on the American Stock Exchange
("AMEX") under the symbol "CIZ." The stock began trading on the AMEX on October
19, 1999 and prior to that date was sold by private transactions between
parties. At December 31, 2000, the Common Stock's closing price was $17.00.
Dividends Declared
1999 High Low (per common share)
- ---------------------------------------------------------------------------------------
January - March N/A N/A 0.00
April - June N/A N/A 0.15
July - September N/A N/A 0.00
October - December 29.25 21.00 0.17
Dividends Declared
2000 High Low (per common share)
- ---------------------------------------------------------------------------------------
January - March 20.50 16.75 0.10
April - June 16.75 15.19 0.10
July - September 18.00 16.13 0.10
October - December 17.38 16.38 0.125
On March 9, 2001, the shares of Common Stock were held of record by
approximately 466 shareholders.
DIVIDENDS
Dividends for 2000 totaled $.425 per share compared to $.32 in 1999 and
$.24 in 1998. These dividends reflect a 33% increase in 2000 over 1999 and a
33% increase in 1999 over 1998.
The Corporation declares dividends on a quarterly basis in March, June,
September and December with payment following at the end of the month in which
the dividend was declared.
Funds for the payment by the Corporation of cash dividends are obtained
from dividends received by the Corporation from the Bank. Accordingly, the
declaration and payment of
dividends by the Corporation depend upon the Bank's earnings and financial
condition, general economic conditions, compliance with regulatory requirements,
and other factors.
ITEM 6. SELECTED FINANCIAL DATA
FIVE YEAR SUMMARY OF CONSOLIDATED STATEMENTS AND RELATED STATISTICS
(amounts in Thousands, Except Percent and Per Share Data)
2000 1999 1998 1997 1996
--------------------------------------------------------------------------------
SUMMARY OF EARNINGS
- ----------------------------------------------
Total interest income $ 28,638 $ 25,476 $ 23,956 $ 21,588 $ 20,369
Total interest expense 14,064 10,974 10,860 9,659 8,684
Provision for loan losses 918 849 846 740 791
Non-interest income 3,285 3,122 2,897 2,990 2,686
Non-interest expense 8,772 8,360 7,948 7,046 6,665
Income tax expense 2,635 2,793 2,487 2,561 2,407
Net Income 5,534 5,621 4,712 4,490 4,394
Per Share Data
Earnings-basic and diluted $ 1.67 $ 1.70 $ 1.42 $ 1.36 $ 1.33
Cash dividends 0.425 0.32 0.24 0.17 0.15
Book value at year end 13.11 11.35 10.72 9.44 8.09
SELECTED YEAR END ACTUAL BALANCES
- ----------------------------------------------
Loans, net of unearned income $252,022 $234,349 $211,349 $194,304 $177,005
Allowance for possible loan losses -3,325 -3,100 -2,900 -2,700 -2,500
Investment securities 103,533 102,451 91,539 67,292 72,472
Total assets 382,800 362,790 334,232 286,634 270,679
Deposits 289,908 284,462 282,242 248,984 229,443
Long term borrowings 10,000 10,000 10,000 0 33
Shareholders' equity 43,377 37,546 35,455 31,220 26,758
SELECTED YEAR END AVERAGE BALANCES
- ----------------------------------------------
Loans, net of unearned income $244,307 $221,165 $202,228 $186,843 $168,542
Allowance for possible loan losses -3,198 -2,974 -2,701 -2,523 -2,342
Investment securities 102,325 97,219 79,401 70,023 76,138
Total assets 374,439 347,613 314,896 279,961 271,241
Deposits 290,704 288,176 268,514 242,459 238,358
Long term borrowings 10,000 10,000 7,630 3 35
Shareholders' equity 40,701 37,603 33,513 28,920 24,610
SELECTED RATIOS
- ----------------------------------------------
Return on average assets 1.48% 1.62% 1.50% 1.60% 1.62%
Return on average equity 13.60% 14.95% 14.08% 15.24% 17.77%
Dividend payout 25.41% 18.84% 16.85% 12.52% 11.29%
Equity to year end assets 11.33% 10.35% 10.61% 10.89% 9.89%
Total risk-based capital to
risk-adjusted assets 18.88% 18.52% 18.13% 17.02% 15.84%
Leverage capital ratio 11.61% 11.06% 10.61% 10.46% 9.43%
Efficiency ratio 47.20% 45.48% 48.01% 45.56% 45.29%
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information on the Management's Discussion and Analysis of Financial
Condition and Results of Operations as of December 31, 2000, 1999, and 1998,
required by this Item 7 can be found under the headings "Management's Discussion
and Analysis" and "Consolidated Financial Statements" in the 2000 Annual Report
to Shareholders, a copy of which is filed as an Exhibit to this Annual Report on
Form 10-K. Such information is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information on the Quantitative and Qualitative Disclosures about Market
Risk, required by this Item 7A can be found under the headings "Quantitative and
Qualitative Disclosures about Market Risk" in the 2000 Annual Report to
Shareholders, a copy of which is filed as an Exhibit to this Annual Report on
Form 10-K. Such information is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information on Financial Statements and Supplementary Data required by this
Item 8 can be found under the headings "Management's Discussion and Analysis",
"Consolidated Financial Statements" and "Quarterly Financial Trends" in the 2000
Annual Report to Shareholders, a copy of which is filed as an Exhibit to this
Annual Report of Form 10-K. Such information is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the Directors and Executive Officers of the
Registrant required by this Item 10 can be found under the headings "Section
16(a) Beneficial Ownership Reporting Compliance", "Board of Directors", and
Executive Compensation" in the Corporation's Definitive Proxy Statement dated
March 29, 2001, relating to its 2001 Annual Meeting of Shareholders. Such
information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding the Executive Compensation paid by the Registrant
required by this Item 11 can be found under the headings "Executive
Compensation" and "Compensation of the Board of Directors" in the Corporation's
Definitive Proxy Statement dated March 29, 2001, relating to its 2001 Annual
Meeting of Shareholders. Such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding Security Ownership of Certain Beneficial Owners and
Management can be found under the headings "Stock Ownership of Directors and
Executive Officers" and "Ownership of Certain Beneficial Owners" in the
Corporation's Definitive Proxy Statement dated March 29, 2001, relating to its
2001 Annual Meeting of Shareholders. Such information is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding Certain Relationships and Related Transactions can be
found under the headings "Indebtedness of Related Parties" and "Interests of the
Board of Directors" in the Corporation's Definitive Proxy Statement dated March
29, 2001, relating to its 2001 Annual Meeting of Shareholders. Such information
is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements
Consolidated Financial Statements and Supplementary Information for
years ended December 31, 1998, 1999 and 2000, which include the
following:
(i) Independent Auditor's Report
(ii) Consolidated Statements of Financial Condition
(iii) Consolidated Statements of Income
(iv) Consolidated Statements of Comprehensive Income
(v) Consolidated Statements of Changes in Shareholders' Equity
(vi) Consolidated Statements of Cash Flows
(vii) Notes to Consolidated Financial Statements
(b) Reports on Form 8-K.
None.
(c) Exhibits required by Item 601 of Regulation S-K
3(i) Amended Articles of Incorporation of the Corporation *
3(ii) Amended and Restated Bylaws of the Corporation *
4 Rights Agreement between Citizens Holding Company *
and The Citizens Bank of Philadelphia, Mississippi
10 Directors' Deferred Compensation Plan - Form of Agreement *
10(a) Citizens Holding Company 1999 Directors' Stock *
Compensation Plan
10(b) Citizens Holding Company 1999 Employees' Long-Term *
Incentive Plan
13 2000 Annual Report to Shareholders
21 Subsidiaries of Registrant *
27 Financial Data Schedule
* Filed as an exhibit to the Form 10 Registration Statement of the
Corporation (File No. 000-25221) filed on December 30, 1998 and incorporated
herein by reference, and also filed as an exhibit to Amendment No. 1 to Form 10
Registration Statement of the Corporation (File No. 000-25221) filed on June 21,
1999 and incorporated herein by reference.
(d) Financial Statement Schedules.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
By: /s/ Steve Webb
---------------------
STEVE WEBB
CHAIRMAN, CHIEF EXECUTIVE
OFFICER, PRESIDENT AND DIRECTOR
By: /s/ Robert T. Smith
---------------------
ROBERT T. SMITH
TREASURER
DATE: March 21, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
SIGNATURES CAPACITIES DATE
/s/ Don L. Fulton Director March 21, 2001
/s/ William M. Mars Director March 21, 2001
/s/ W. W. Dungan Director March 21, 2001
/s/ George R. Mars Director March 21, 2001
/s/ Steve Webb Director, President and March 21, 2001
Chief Executive Officer
/s/ David A. King Director March 21, 2001
EXHIBIT INDEX
3(i) Amended Articles of Incorporation of the Corporation *
3(ii) Amended and Restated Bylaws of the Corporation *
4 Rights Agreement between Citizens Holding Company *
and The Citizens Bank of Philadelphia, Mississippi
10 Directors' Deferred Compensation Plan - Form of Agreement *
10(a) Citizens Holding Company 1999 Directors' Stock *
Compensation Plan
10(b) Citizens Holding Company 1999 Employees' Long-Term *
Incentive Plan
13 2000 Annual Report to Shareholders
21 Subsidiaries of Registrant *
* Filed as an exhibit to the Form 10 Registration Statement of the
Corporation (File No. 000-25221) filed on December 30, 1998 and
incorporated herein by reference, and also filed as an exhibit to Amendment
No. 1 to Form 10 Registration Statement of the Corporation (File
No. 000-25221) filed on June 21, 1999 and incorporated herein by reference.