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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10–Q


(Mark One)

 

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

 

 

SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the quarterly period ended September 30, 2004

 

 

 

 

 

OR

 

 

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

 

 

SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the transition period from                to

 

 

 

 

 

Commission File No:  0 - 14535

 

 

CITIZENS BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

Georgia

58-1631302

(State or other jurisdiction of
incorporation or organization)

(IRS Employer Identification No.)

 

 

175 John Wesley Dobbs Avenue, N.E., Atlanta, Georgia

30303

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code:       (404) 659-5959

 

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.

ý  Yes    o  No.

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)                   o  Yes    ý  No.

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     o  Yes    o  No.

 

SEC 1296 (08-03)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding for each of the issuer’s classes of common stock as of the latest practicable date: 1,985,276 shares of Common Stock, $1.00 par value and 90,000 shares of Non-Voting Common Stock, $1.00 par value outstanding on September 30, 2004.

 

 



 

PART 1.  FINANCIAL INFORMATION

ITEM 1.  Financial statements

 

CITIZENS BANCSHARES CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
(In thousands, except share data)

 

 

 

2004

 

2003

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

9,576

 

$

11,694

 

Interest-bearing deposits with banks

 

314

 

108

 

Certificates of deposit

 

800

 

2,983

 

Investment securities available for sale, at fair value

 

77,572

 

97,301

 

Investment securities held to maturity, at cost

 

10,081

 

10,553

 

Other investments

 

1,848

 

2,734

 

Loans receivable, net

 

200,042

 

208,814

 

Premises and equipment, net

 

8,635

 

9,161

 

Cash surrender value of life insurance

 

8,480

 

8,150

 

Foreclosed real estate, net

 

1,418

 

2,053

 

Other assets

 

6,851

 

6,892

 

 

 

 

 

 

 

Total assets

 

$

325,617

 

$

360,443

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Noninterest-bearing deposits

 

$

57,165

 

$

55,832

 

Interest-bearing deposits

 

210,204

 

220,947

 

 

 

 

 

 

 

Total deposits

 

267,369

 

276,779

 

 

 

 

 

 

 

Accrued expenses and other liabilities

 

2,877

 

3,219

 

Federal funds purchased

 

 

4,000

 

Notes payable

 

540

 

540

 

Trust preferred securities

 

5,000

 

5,000

 

Advances from Federal Home Loan Bank

 

24,500

 

46,961

 

 

 

 

 

 

 

Total liabilities

 

300,286

 

336,499

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

Common stock - $1 par value; 15,000,000 shares authorized; 2,230,065 shares issued

 

2,230

 

2,230

 

Nonvoting common stock - $1 par value; 5,000,000 shares authorized; 90,000 issued and outstanding

 

90

 

90

 

Additional paid-in capital

 

7,443

 

7,445

 

Retained earnings

 

17,461

 

16,114

 

Treasury stock at cost, 244,789 and 249,518 shares at September 30, 2004 and December 31, 2003, respectively

 

(1,987

)

(2,025

)

Accumulated other comprehensive income, net of income taxes

 

94

 

90

 

 

 

 

 

 

 

Total stockholders’ equity

 

25,331

 

23,944

 

 

 

 

 

 

 

 

 

$

325,617

 

$

360,443

 

 

See notes to consolidated financial statements.

 

2



 

CITIZENS BANCSHARES CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited - In thousands, except per share data)

 

 

 

Three Months
Ended September 30,

 

Nine Months
Ended September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

3,691

 

$

3,681

 

$

11,576

 

$

11,104

 

Investment securities:

 

 

 

 

 

 

 

 

 

Taxable

 

668

 

592

 

2,115

 

2,020

 

Tax-exempt

 

204

 

244

 

613

 

725

 

Federal funds sold

 

 

1

 

 

10

 

Interest-bearing deposits

 

3

 

36

 

22

 

114

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

4,566

 

4,554

 

14,326

 

13,973

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

Deposits

 

692

 

747

 

2,051

 

2,491

 

Other borrowings

 

319

 

304

 

882

 

902

 

Total interest expense

 

1,011

 

1,051

 

2,933

 

3,393

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

3,555

 

3,503

 

11,393

 

10,580

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

225

 

100

 

775

 

380

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

3,330

 

3,403

 

10,618

 

10,200

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

Service charges on deposits

 

1,017

 

965

 

2,794

 

2,702

 

Gain on sales of securities

 

 

489

 

58

 

707

 

Gain on sales of assets

 

75

 

10

 

149

 

10

 

Other operating income

 

352

 

253

 

1,329

 

839

 

 

 

 

 

 

 

 

 

 

 

Total noninterest income

 

1,444

 

1,717

 

4,330

 

4,258

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

2,026

 

1,847

 

6,109

 

5,478

 

Net occupancy and equipment

 

689

 

662

 

2,005

 

1,964

 

Other operating expenses

 

1,612

 

1,907

 

4,728

 

4,612

 

 

 

 

 

 

 

 

 

 

 

Total noninterest expense

 

4,327

 

4,416

 

12,842

 

12,054

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

447

 

704

 

2,106

 

2,404

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

66

 

135

 

448

 

512

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

381

 

$

569

 

$

1,658

 

$

1,892

 

 

 

 

 

 

 

 

 

 

 

Net income per share - basic

 

$

0.18

 

$

0.27

 

$

0.80

 

$

0.91

 

 

 

 

 

 

 

 

 

 

 

Net income per share - diluted

 

$

0.18

 

$

0.27

 

$

0.80

 

$

0.91

 

 

 

 

 

 

 

 

 

 

 

Weighted average outstanding shares - basic

 

2,075

 

2,073

 

2,074

 

2,077

 

 

 

 

 

 

 

 

 

 

 

Weighted average outstanding shares - diluted

 

2,080

 

2,073

 

2,080

 

2,077

 

Dividends per common share

 

$

 

$

 

$

0.15

 

$

0.15

 

 

See notes to consolidated financial statements.

 

3



 

CITIZENS BANCSHARES CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(In thousands)

 

 

 

September 30,

 

 

 

2004

 

2003

 

 

 

(Unaudited)

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

1,658

 

$

1,892

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Provision for loan losses

 

775

 

380

 

Depreciation

 

807

 

836

 

Amortization and accretion, net

 

860

 

1,126

 

Provision for deferred income taxes

 

55

 

(166

)

Gain on sale of assets and investments

 

(207

)

(717

)

Change in other assets

 

(350

)

672

 

Change in accrued expenses and other liabilities

 

(341

)

(1,562

)

 

 

 

 

 

 

Net cash provided by operating activities

 

3,257

 

2,461

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

Proceeds from calls and maturities of investment securities held to maturity

 

453

 

530

 

Proceeds from sales and maturities of investment securities available for sale

 

28,679

 

45,247

 

Purchases of investment securities held to maturity

 

 

(7,229

)

Purchases of investment securities available for sale

 

(9,423

)

(38,236

)

Net change in other investments

 

886

 

92

 

Net change in loans receivable

 

7,027

 

5,195

 

Increase in cash surrender value of life insurance

 

(98

)

(1,006

)

Net cash and cash equivalents acquired from CFS Bancshares

 

 

2,612

 

Net proceeds from the sale of foreclosed properties

 

1,543

 

 

Purchases of premises and equipment, net

 

(272

)

(457

)

Net change in interest bearing deposits with banks

 

(206

)

10,852

 

Net change in certificates of deposit

 

2,183

 

46

 

 

 

 

 

 

 

Net cash provided by investing activities

 

30,772

 

17,646

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

Net change in deposits

 

(9,410

)

(14,681

)

Sale of treasury stock

 

38

 

20

 

Principal payments on debt

 

 

(200

)

Net change in advances from Federal Home Loan Bank

 

(22,461

)

(2,739

)

Decrease in federal funds sold

 

(4,000

)

 

Net change in additional paid-in-capital

 

(2

)

 

Dividends paid

 

(311

)

(312

)

 

 

 

 

 

 

Net cash used in financing activities

 

(36,146

)

(17,912

)

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(2,117

)

2,195

 

 

 

 

 

 

 

Cash and and cash equivalents, beginning of period

 

11,694

 

11,117

 

 

 

 

 

 

 

Cash and and cash equivalents at end of period

 

$

9,577

 

$

13,312

 

 

 

 

 

 

 

Supplemental disclosures of cash paid during the period for:

 

 

 

 

 

Interest

 

$

3,039

 

$

3,384

 

 

 

 

 

 

 

Income taxes

 

$

638

 

$

628

 

 

 

 

 

 

 

Supplemental disclosures of noncash transactions:

 

 

 

 

 

Change in unrealized gain (loss) on investment securities available for sale, net of taxes

 

$

4

 

$

(571

)

 

See notes to consolidated financial statements.

 

4



 

CITIZENS BANCSHARES CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

 

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

Citizens Bancshares Corporation (the “Company”) is a holding company that provides a full range of commercial banking and mortgage brokerage services to individual and corporate customers in metropolitan Atlanta and Columbus, Georgia, and in Birmingham and Eutaw, Alabama, through its wholly owned subsidiary, Citizens Trust Bank (the “Bank”).  The Bank operates under a state charter and serves its customers through eight full-service branches in metropolitan Atlanta, Georgia, one full-service branch in Columbus, Georgia, two full-service branches in Birmingham, Alabama, and one full-service branch in Eutaw, Alabama.

 

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q.  Accordingly, certain disclosures required by generally accepted accounting principles are not included herein. These interim statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2003.  The results of operations for the interim periods reported herein are not necessarily representative of the results expected for the full 2004 fiscal year.

 

The consolidated financial statements of the Company for the three and nine month periods ended September 30, 2004 and 2003 are unaudited.  In the opinion of management, all adjustments necessary for a fair presentation of the financial position and results of operations and cash flows for the nine month periods have been included.  All adjustments are of a normal recurring nature.  All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Accounting Policies

 

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which often require the judgment of management in the selection and application of certain accounting principles and methods.  Reference is made to the accounting policies of the Company described in the notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.  The Company has followed those policies in preparing this report.  Management believes that the quality and reasonableness of its most critical policies enable the fair presentation of its financial position and of its results of operations.

 

Recently Issued Accounting Standards

 

No recent authoritative pronouncements that affect accounting, reporting, and disclosure of financial information by us have occurred during the quarter ending September 30, 2004, other than the items described below.

 

In March 2004, the FASB issued an exposure draft on “Share-Based Payment”.  The proposed Statement addresses the accounting for transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the

 

5



 

fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments.  This proposed Statement would eliminate the ability to account for share-based compensation transactions using APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and generally would require instead that such transactions be accounted for using a fair-value-based method.  This Statement, if approved, was scheduled to be effective for awards that are granted, modified, or settled in fiscal years beginning after a) December 15, 2004 for public entities and nonpublic entities that used the fair-value-based method of accounting under the original provisions of Statement 123 for recognition or pro forma disclosure purposes and b) December 15, 2005 for all other nonpublic entities. On October 16, 2004, the FASB delayed the effective date of this proposal by six months and anticipates it will be effective for by the third quarter of 2005. Retrospective application of this Statement is not permitted.  The adoption of this Statement, if approved, could have an impact on the Company’s financial position or results of operations.

 

In March 2004, the Securities and Exchange Commission staff released Staff Accounting Bulletin (SAB) No. 105, “Application of Accounting Principles to Loan Commitments.” This SAB disallows the inclusion of expected future cash flows related to the servicing of a loan in the determination of the fair value of a loan commitment. Further, no other internally developed intangible asset should be recorded as part of the loan commitment derivative. Recognition of intangible assets would only be appropriate in a third-party transaction, such as a purchase of a loan commitment or in a business combination. The SAB is effective for all loan commitments entered into after March 31, 2004, but does not require retroactive adoption for loan commitments entered into on or before March 31, 2004. Adoption of this SAB did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

 

In March 2004, the FASB approved certain additional provisions of the Emerging Issues Task Force (EITF) Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”, including measurement guidance for evaluating whether an “other than temporary impairment” has occurred for marketable securities and cost method investments.  Additional disclosures are also required for cost method investments, effective at the end of the current fiscal year. The guidance for determining the amount of impairment was scheduled to be effective for periods ending after June 15, 2004, but has been delayed indefinitely pending implementation guidance by the FASB. The adoption of this EITF is not expected to have a material effect on the Company’s Consolidated Financial Statements.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

 

6



 

2.  STOCK BASED COMPENSATION

 

The Company’s as reported and pro forma information, including stock-based compensation expense as if the fair-value based method had been applied, is illustrated in the following table (in thousands):

 

 

 

For the three months
ended September 30,

 

For the nine months ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

As reported net income available to common stockholders

 

$

381

 

$

569

 

$

1,658

 

$

1,892

 

Less: stock-based compensation expense determined under fair value method, net of tax

 

(8

)

(4

)

(22

)

(12

)

 

 

 

 

 

 

 

 

 

 

Pro forma net income

 

$

373

 

$

565

 

$

1,636

 

$

1,880

 

 

 

 

 

 

 

 

 

 

 

As reported earnings per share

 

$

0.18

 

$

0.27

 

$

0.80

 

$

0.91

 

Pro forma earnings per share

 

$

0.18

 

$

0.27

 

$

0.79

 

$

0.91

 

As reported earnings per diluted share

 

$

0.18

 

$

0.27

 

$

0.80

 

$

0.91

 

Pro forma earnings per diluted share

 

$

0.18

 

$

0.27

 

$

0.79

 

$

0.91

 

 

Compensation expense in the pro forma disclosures is not indicative of future amounts, as options vest over several years and additional grants could be made each year.

 

3.  INTANGIBLE ASSETS

 

Finite lived intangible assets of the Company represent deposit assumption premiums recorded upon the purchase of certain assets and liabilities from other financial institutions.  Deposit assumption premiums are amortized over seven years, the estimated average lives of the deposit bases acquired, using the straight-line method and are included within other assets on the Consolidated Balance Sheets.

 

The Company applies a fair value-based impairment test to the carrying value of goodwill on an annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have been incurred.

 

7



 

The following table presents information about the Company’s intangible assets at (in thousands):

 

 

 

September 30, 2004

 

December 31, 2003

 

 

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

 

 

 

 

 

 

 

 

 

 

Unamortized intangible asset:

 

 

 

 

 

 

 

 

 

Goodwill

 

$

362

 

$

 

$

362

 

$

 

 

 

 

 

 

 

 

 

 

 

Amortized intangible assets:

 

 

 

 

 

 

 

 

 

Core deposit intangibles

 

$

2,836

 

$

1,688

 

$

2,836

 

$

1,385

 

 

The following table presents information about aggregate amortization expense (in thousands):

 

 

 

For the 3
months ended
September 30,
2004

 

For the 9
months ended
September 30,
2004

 

For the 3
months ended
September 30,
2003

 

For the 9
months ended
September 30,
2003

 

 

 

 

 

 

 

 

 

 

 

Aggregate amortization expense of core deposit intangibles:

 

$

 101

 

$

 303

 

$

 101

 

$

 286

 

 

 

 

 

 

 

 

 

 

 

Estimated aggregate amortization expense of core deposit intangibles for the years ending December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

 

$

 405

 

 

 

 

 

 

 

2005

 

$

 405

 

 

 

 

 

 

 

2006

 

$

 405

 

 

 

 

 

 

 

2007

 

$

 112

 

 

 

 

 

 

 

2008 and thereafter

 

$

124

 

 

 

 

 

 

 

 

4.  COMPREHENSIVE INCOME

 

Comprehensive income includes: (1) reported net income and (2) unrealized gains and losses on marketable securities.  The following table shows our comprehensive income for the three and nine month periods ended September 30, 2004 and 2003 (in thousands):

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

381

 

$

569

 

$

1,658

 

$

1,892

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

1,102

 

(1,325

)

4

 

(571

)

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

$

1,483

 

$

(756

)

$

1,662

 

$

1,321

 

 

8



 

5.  NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE

 

Basic and diluted net income per common and potential common share has been calculated based on the weighted average number of shares outstanding.  The following schedule reconciles the numerator and denominator of the basic and diluted net income per common and potential common share for the nine months ended September 30, 2004 and 2003 (in thousands, except per share data):

 

 

 

Net Income

 

Shares

 

Per Share

 

 

 

(Numerator)

 

(Denominator)

 

Amount

 

 

 

 

 

 

 

 

 

Three Months ended September 30, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

381

 

2,075

 

$

0.18

 

Effect of dilutive securities: options to purchase common shares

 

 

5

 

$

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

381

 

2,080

 

$

0.18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months ended September 30, 2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

569

 

2,073

 

$

0.27

 

Effect of dilutive securities: options to purchase common shares

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

569

 

2,073

 

$

0.27

 

 

 

 

 

 

 

 

 

Nine Months ended September 30, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1,658

 

2,074

 

$

0.80

 

Effect of dilutive securities: options to purchase common shares

 

 

6

 

$

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

1,658

 

2,080

 

$

0.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months ended September 30, 2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1,892

 

2,077

 

$

0.91

 

Effect of dilutive securities: options to purchase common shares

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

1,892

 

2,077

 

$

0.91

 

 

RECLASSIFICATIONS

 

Certain 2003 amounts have been reclassified to conform to the 2004 presentation.

 

9



 

ITEM 2.                                                                                                                                                                              MANAGEMENT’S DISCUSSION AND ANALYSIS

 

INTRODUCTION

 

Citizens Bancshares Corporation (the “Company”) is a holding company that provides a full range of commercial banking and mortgage brokerage services to individuals and corporate customers in its primary market areas, metropolitan Atlanta and Columbus, Georgia, and Birmingham and Eutaw, Alabama through its wholly owned subsidiary, Citizens Trust Bank (the “Bank”).  The Bank is a member of the Federal Reserve System and operates under a state charter.  The Company serves its customers through 12 full-service branches in Georgia and Alabama.

 

Forward Looking Statements

 

In addition to historical information, this report on Form 10-Q may contain forward-looking statements. For this purpose, any statements contained herein, including documents incorporated by reference, that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties. Without limiting the foregoing, the words “believe,” “anticipates,” “plan,” expects,” and similar expressions are intended to identify forward-looking statements.

 

Forward-looking statements are based on current management expectations and, by their nature, are subject to risk and uncertainties because of the possibility of changes in underlying factors and assumptions. Actual conditions, events or results could differ materially from those contained in or implied by such forward-looking statements for a variety of reasons, including: sharp and/or rapid changes in interest rates; significant changes in the economic scenario from the current anticipated scenario which could materially change anticipated credit quality trends and the ability to generate loans and gather deposits; significant delay in or inability to execute strategic initiatives designed to grow revenues and/or control expenses; unanticipated issues during the integration of acquisitions; and significant changes in accounting, tax or regulatory practices or requirements. The Company undertakes no obligation to, nor does it intend to, update forward-looking statements to reflect circumstances or events that occur after the date hereof or to reflect the occurrence of unanticipated events.

 

The following discussion is of the Company’s financial condition as of September 30, 2004 and the changes in the financial condition and results of operations for the three and nine month periods ended September 30, 2004 and 2003.

 

Critical Accounting Policies

 

In response to the Securities and Exchange Commission’s (“SEC”) Release No. 33-8040, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, the Company has identified the following as the most critical accounting policies upon which its financial status depends.  The critical policies were determined by considering accounting policies that involve the most complex or subjective decisions or assessments.  The Company’s most critical accounting policies relate to:

 

Investment Securities - The Company classifies investments in one of three categories based on management’s intent upon purchase: held to maturity securities which are reported at amortized cost, trading securities which are reported at fair value with unrealized holding gains and losses included in earnings, and available for sale securities which are recorded at fair value with unrealized holding gains and losses included as a component of accumulated other

 

10



 

comprehensive income.  The Company had no investment securities classified as trading securities during 2004 or 2003.

 

Premiums and discounts on available for sale and held to maturity securities are amortized or accreted using a method which approximates a level yield.

 

Gains and losses on sales of investment securities are recognized upon disposition, based on the adjusted cost of the specific security.  A decline in market value of any security below cost that is deemed other than temporary is charged to earnings resulting in the establishment of a new cost basis for the security.

 

Loans  - Loans are reported at principal amounts outstanding less unearned income and the allowance for loan losses.  Interest income on loans is recognized on a level-yield basis. Loan fees and certain direct origination costs are deferred and amortized over the estimated terms of the loans using the level-yield method.  Discounts on loans purchased are accreted using the level-yield method over the estimated remaining life of the loan purchased.

 

Allowance for Loan Losses - The Company provides for estimated losses on loans receivable when any significant and permanent decline in value occurs.  These estimates for losses are based, not only on individual assets and their related cash flow forecasts, sales values, and independent appraisals, but also on the volatility of certain real estate markets, and the concern for disposing of real estate in distressed markets.  For loans that are pooled for purposes of determining the necessary provisions, estimates are based on loan types, history of charge-offs, and other delinquency analyses.  Therefore, the value used to determine the provision for losses is subject to the reasonableness of these estimates.  The adequacy of the allowance for loan losses is reviewed on a monthly basis by management and the Board of Directors.  On a quarterly basis a comprehensive review of the adequacy of the allowance for loan losses is performed.  This assessment is made in the context of historical losses as well as existing economic conditions, and individual concentrations of credit.  Loans are charged against the allowance when, in the opinion of management, such loans are deemed uncollectible and subsequent recoveries are added to the allowance.

 

A description of other accounting policies are summarized in Note 1, Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.  The Company has followed those policies in preparing this report.

 

FINANCIAL CONDITION

 

Citizens Bancshares Corporation’s total assets at September 30, 2004 were $325,617,000, a decrease of $34,826,000 or 10% compared to $360,443,000 at December 31, 2003. This decrease is due to the planned effort of the Company’s management to reposition the Company’s balance sheet, reduce its exposure to interest rate risk and benefit from continuing interest rate increases.  The Company may take advantage of additional opportunities as they arise to further improve asset yields and/or reduce long-term funding costs during the fiscal year.

 

At September 30, 2004, the Company maintained a balance of cash and due from banks of $9,576,000 representing a decrease of $2,118,000 from December 31, 2003.  Interest bearing deposits with banks increased to $314,000 from $108,000 at December 31, 2003.  Certificates of Deposit decreased $2,183,000 as the Company’s commitment in the Community Development Financial Institution Program (the CDFI) expires.  The CDFI program required the Company to place

 

11



 

certificates of deposit in other CDFI institutions to fund economic development in local communities.  The Company is not renewing these certificates of deposit as they mature.

 

Investment securities classified as available for sale and held to maturity also decreased $19,729,000 and $472,000, respectively, since December 31, 2003.  In March 2004, the Company sold approximately $11,400,000 of investments available for sale for a gain of $58,000 to restructure and reduce the interest rate risk of its investment portfolio.  The remaining decrease in investments available for sale is attributed to called securities and pay-downs of mortgage-backed securities in the investment portfolio.

 

Loans receivable, net decreased $8,772,000 to $200,042,000 for the period ended September 30, 2004 compared to $208,814,000 at December 31, 2003.  In June 2004, the Company sold approximately $2,400,000 of its mortgage loan portfolio in its effort to reduce the interest rate risk and improve asset quality.  The Company broke even on the sale of those mortgage loans.

 

Total liabilities decreased $36,213,000 to $300,286,000 at September 30, 2004 compared to $336,499,000 at December 31, 2003. Total deposits, a component of total liabilities, decreased $9,410,000 from $276,779,000 at December 31, 2003 to $267,369,000 at September 30, 2004.  The decrease in deposits is partially attributed to a planned decline in interest-bearing deposits with governmental customers.  The Company elected not to renew several certificates of deposit due to the required collateralization of the deposits in the form of pledged investment securities.  By not renewing some of its governmental deposits, the Company mitigated its exposure to rising interest rates by reducing its investment portfolio and effectively, its cost of funds by relying more on deposits acquired through the open market.  Another significant component of total liabilities, advances from Federal Home Loan Bank decreased $22,461,000 to $24,500,000 at September 30, 2004 compared to $46,961,000 at December 31, 2003.

 

INVESTMENT SECURITIES

 

The Company invests a portion of its assets in U.S. treasury bills and notes, U.S. government sponsored agency securities, mortgage backed bonds, as well as certain equity securities.  At September 30, 2004 and December 31, 2003, the Company’s investment securities portfolio represented approximately 27% and 31% of total assets, respectively.

 

Investment securities available for sale are summarized as follows (in thousands):

 

At September 30, 2004

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

9,902

 

$

42

 

$

4

 

$

9,940

 

State, county, and municipal securities

 

13,093

 

518

 

3

 

$

13,608

 

Mortgage-backed securities

 

53,035

 

145

 

286

 

$

52,894

 

Equity securities (1)

 

1,400

 

 

270

 

1,130

 

Totals

 

$

77,430

 

$

705

 

$

563

 

$

77,572

 

 

12



 

At December 31, 2003

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

14,820

 

$

95

 

$

8

 

$

14,907

 

State, county, and municipal securities

 

13,602

 

450

 

14

 

14,038

 

Mortgage-backed securities

 

67,343

 

241

 

397

 

67,187

 

Equity securities (1)

 

1,400

 

 

231

 

1,169

 

Totals

 

$

97,165

 

$

786

 

$

650

 

$

97,301

 

 


(1) The equity securities represent agency dividends received deduction (DRD) preferred stock issued by FNMA and FHLMC.  These securities are callable at par, the interest rates reprice periodically and the interest earned is 70 percent tax free.

 

Investment securities held to maturity are summarized as follows (in thousands):

 

At September 30, 2004

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

3,000

 

$

2

 

$

16

 

$

2,986

 

State, county, and municipal securities

 

5,390

 

229

 

 

5,619

 

Mortgage-backed securities

 

1,691

 

5

 

31

 

1,665

 

 

 

 

 

 

 

 

 

 

 

Totals

 

$

10,081

 

$

236

 

$

47

 

$

10,270

 

 

At December 31, 2003

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

3,000

 

$

9

 

$

23

 

$

2,986

 

State, county, and municipal securities

 

5,549

 

213

 

 

5,762

 

Mortgage-backed securities

 

2,004

 

10

 

35

 

1,979

 

 

 

 

 

 

 

 

 

 

 

Totals

 

$

10,553

 

$

232

 

$

58

 

$

10,727

 

 

13



 

LOANS

 

Loans outstanding, by classification, are summarized as follows (in thousands):

 

 

 

September 30,

 

December 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Commercial, financial, and agricultural

 

$

13,623

 

$

16,919

 

Installment

 

6,517

 

13,342

 

Real estate - mortgage

 

133,872

 

135,194

 

Real estate - construction

 

19,011

 

15,381

 

Other

 

31,069

 

32,379

 

 

 

204,092

 

213,215

 

Less:

Net deferred loan fees

 

532

 

589

 

 

Allowance for loan losses

 

3,108

 

3,240

 

 

Discount on loans acquired

 

410

 

572

 

 

 

 

 

 

 

Loans receivable, net

 

$

200,042

 

$

208,814

 

 

NONPERFORMING ASSETS

 

Nonperforming assets include nonperforming loans, real estate acquired through foreclosure, and repossessed assets.  Nonperforming loans consist of loans that are past due with respect to principal or interest more than 90 days or have been placed on nonaccrual status.

 

With the exception of the loans included within nonperforming assets in the table below, management is not aware of any loans classified for regulatory purposes as loss, doubtful, substandard, or special mention that have not been disclosed which (1) represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity, or capital resources, or (2) represent any information on material credits which management is aware that causes management to have serious doubts as to the abilities of such borrowers to comply with the loan repayment terms.

 

Nonperforming assets decreased by $2,840,000 to $5,690,000 at September 30, 2004 from $8,530,000 at December 31, 2003.  Nonperforming assets represents 2.78% of loans, net of unearned income, discounts, and real estate acquired through foreclosure at September 30, 2004 as compared to 3.98% at December 31, 2003.  Improved monitoring and oversight of loans have contributed to this decline.

 

14



 

The table below presents a summary of the Company’s nonperforming assets at September 30, 2004 and December 31, 2003.

 

 

 

September 30,

 

December 31,

 

 

 

2004

 

2003

 

 

 

(in thousands, except
financial ratios)

 

 

 

 

 

 

 

Nonperforming assets:

 

 

 

 

 

Nonperforming loans:

 

 

 

 

 

Nonaccrual loans

 

$

4,272

 

$

6,477

 

Past-due loans of 90 days or more

 

 

 

Nonperforming loans

 

4,272

 

6,477

 

 

 

 

 

 

 

Real estate acquired through foreclosure

 

1,418

 

2,053

 

Total nonperforming assets

 

$

5,690

 

$

8,530

 

 

 

 

 

 

 

Ratios:

 

 

 

 

 

Nonperforming loans to loans, net of unearned income and discount on loans

 

2.10

%

3.05

%

 

 

 

 

 

 

Nonperforming assets to loans, net of unearned income, discounts, and real estate acquired through foreclosure

 

2.78

%

3.98

%

 

 

 

 

 

 

Nonperforming assets to total assets

 

1.75

%

2.37

%

 

 

 

 

 

 

Allowance for loan losses to nonperforming loans

 

72.75

%

50.02

%

 

 

 

 

 

 

Allowance for loan losses to nonperforming assets

 

54.62

%

37.98

%

 

15



 

ALLOWANCE FOR LOAN LOSSES

 

The allowance for loan losses is primarily available to absorb losses inherent in the loan portfolio. Credit exposures deemed uncorrectable are charged against the allowance for loan losses. Recoveries of previously charged-off amounts are credited to the allowance for loan losses.

 

The Company provides for estimated losses on loans receivable when any significant and permanent decline in value occurs.  These estimates for losses are based on individual assets and their cash flow forecasts, sales values, independent appraisals, the volatility of certain real estate markets, and concern for disposing of real estate in distressed markets.  For loans that are pooled for purposes of determining the necessary provisions, estimates are based on loan types, history of charge-offs, and other delinquency analyses.  Therefore, the value used to determine the provision for losses is subject to the reasonableness of these estimates. The adequacy of the allowance for loan losses is reviewed on a monthly basis by management and the Board of Directors.  On a quarterly basis a comprehensive review of the adequacy of allowance for loan losses is performed.  This assessment is made in the context of historical losses as well as existing economic conditions, and individual concentrations of credit.

 

Loans are charged against the allowance when, in the opinion of management, such loans are deemed uncollectible and subsequent recoveries are added to the allowance.  For the nine month period ended September 30, 2004 provisions for loan losses totaled $775,000 compared to $380,000 for the same period in 2003.

 

The allowance for loan losses at September 30, 2004 was approximately $3,108,000, representing 1.53% of total loans, net of unearned income and discounts compared to approximately $3,240,000 at December 31, 2003, which also represented 1.53% of total loans, net of unearned income and discounts.

 

Management believes the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions, particularly in the metropolitan Atlanta area. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

 

A substantial portion of the Company’s loan portfolio is secured by real estate in the metropolitan Atlanta market, including a concentration of loans to churches and convenience stores.  The Company’s outstanding church loans were approximately $49.5 million at September 30, 2004 and $51.1 million at December 31, 2003.  The Company’s loans to area convenience stores were approximately $24.9 million at September 30, 2004 and $27.3 million at December 31, 2003.  Accordingly, the ultimate collectability of the substantial portion of the Company’s loan portfolio is susceptible to changes in market conditions in the metropolitan Atlanta area.

 

16



 

The following table summarizes loans, changes in the allowance for loan losses arising from loans charged off, recoveries on loans previously charged off by loan category, and additions to the allowance which have been charged to operating expense as of and for the nine month period ended September 30, 2004 (amount in thousands, except financial ratios):

 

 

 

2004

 

 

 

 

 

Loans, net of unearned income and discounts

 

$

203,150

 

 

 

 

 

Average loans, net of unearned income, discounts and the allowance for loan losses

 

$

209,425

 

 

 

 

 

Allowance for loans losses at the beginning of period

 

$

3,240

 

 

 

 

 

Loans charged off:

 

 

 

Commercial, financial, and agricultural

 

919

 

Real estate - loans

 

324

 

Installment loans to individuals

 

151

 

Total loans charged off

 

1,394

 

 

 

 

 

Recoveries of loans previously charged off:

 

 

 

Commercial, financial, and agricultural

 

166

 

Real estate - loans

 

94

 

Installment loans to individuals

 

227

 

Total loans recovered

 

487

 

 

 

 

 

Net loans charged off

 

907

 

 

 

 

 

Additions to allowance for loan losses charged to operating expense

 

775

 

 

 

 

 

Allowance for loan losses at period end

 

$

3,108

 

 

 

 

 

Ratio of net loans charged off to average loans, net of unearned income, discounts, and the allowance for loan losses

 

0.43

%

 

 

 

 

Ratio of allowance for loan losses to loans, net of unearned income and discounts

 

1.53

%

 

17



 

DEPOSITS

 

Deposits are the Company’s primary source of funding loan growth.  Total deposits for the nine month period ended September 30, 2004 decreased by 3.4% or $9,410,000 to $267,369,000.  Noninterest-bearing deposits increased by $1,333,000 or 2.4%, while interest-bearing deposits decreased by $10,743,000 or 4.9%.  The decrease in total deposits is primarily attributed to Corporate and Governmental customers who make significant monthly deposits and withdrawals based on their budgetary needs and the Company’s decision to not renew several governmental customer deposits.

 

The following is a summary of interest-bearing deposits (in thousands):

 

 

 

September 30,

 

December 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

NOW and money market accounts

 

$

55,354

 

$

54,840

 

Savings accounts

 

43,970

 

43,524

 

Time deposits of $100,000 or more

 

65,739

 

77,187

 

Other time deposits

 

45,141

 

45,396

 

 

 

$

210,204

 

$

220,947

 

 

OTHER BORROWED FUNDS

 

While the Company continues to emphasize funding earning asset growth through deposits, the Company has relied on other borrowings as a supplemental funding source.  Other borrowings consist of Federal Home Loan Bank (the “FHLB”) advances and short-term borrowings.  The Bank had outstanding advances from the FHLB of $24,500,000 at September 30, 2004 and $46,961,000 at December 31, 2003.   The following advances are collateralized by a blanket lien on the Company’s 1-4 family mortgage loans.

 

Maturity

 

Callable

 

Type

 

September 30, 2004

 

December 31, 2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 2010

 

Quarterly

 

Fixed

 

5.82

%

$

10,000,000

 

5.82

%

$

10,000,000

 

July 2005

 

Daily

 

Variable

 

2.15

%

9,500,000

 

1.15

%

36,961,000

 

September 2006

 

Monthly

 

Variable

 

1.83

%

5,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Principal Outstanding

 

 

 

 

 

 

 

$

24,500,000

 

 

 

$

46,961,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Rate at Period End

 

 

 

 

 

3.58

%

 

 

1.24

%

 

 

 

The Company had an unsecured note payable of approximately $540,000 at September 30, 2004 and December 31, 2003.  The note bears interest at the lender’s prime rate minus 50 basis points.

 

During 2002, The Company issued $5 million of pooled trust preferred securities through one issuance by a wholly owned subsidiary grantor trust, Citizens (GA) Statutory Trust I (the “Trust”). The trust preferred securities accrue and pay distributions periodically at an annual rate as provided in the indentures of the London Interbank Offered Rate plus 3.45%. The Trust used the net proceeds from the offering to purchase a like amount of Junior Subordinated Debentures (the “Debentures”) of the

 

18



 

Company. The trust preferred securities are redeemable upon the maturity of the Debentures on June 26, 2032, or upon earlier redemption as provided in the indentures beginning June 26, 2007.  The Company has the right to redeem the Debentures in whole or in part or after specific dates, at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date.  At September 30, 2004, the interest rate on the trust preferred securities was 5.04%.

 

RESULTS OF OPERATIONS

 

Net Interest Income:

 

Net interest income is the principal component of a financial institution’s income stream and represents the difference, or spread, between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds.  Fluctuations in interest rates as well as volume and mix changes in earning assets and interest bearing liabilities can materially impact net interest income.

 

For the nine months ended September 30, 2004, the Company’s net interest income increased 8% or $813,000 to $11,393,000 compared to $10,580,000 for the nine months ended September 30, 2003.  Total interest income increased $353,000 or 3% to $14,326,000 for the nine months ended September 30, 2004 compared to $13,973,000 for the nine months ended September 30, 2003.  This increase is attributed to interest income on loans which increased $472,000 partially offset by: 1) a decrease of $17,000 in investment income resulting from the bank’s decision to reposition the investment portfolio; 2) a decrease of $10,000 in federal funds sold; and 3) a decrease of $92,000 in interest bearing deposits.  In addition, total interest expense decreased $460,000 as the Company lowered its funding cost by reducing the outstanding balances of interest-bearing deposits and other borrowings over the nine month comparative periods ended September 30, 2004 and 2003.

 

Net interest income increased $52,000 or 1% for the three month period ended September 30, 2004 as compared with the same period of the previous year.  The increase in net interest income resulted primarily from the decrease of $55,000 or 7% in interest expense on deposits for the three month comparative periods ended September 30, 2004 and 2003.  For the three month period ending September 30, 2004, average interest-bearing deposits decreased $10,882,000 to $202,849,000.  Interest expense paid on other borrowings increased $15,000 due to an increase in the weighted average interest rate paid on borrowings over the comparative three month periods ended September 30, 2004 and 2003.  As a result of repositioning its investment portfolio to reduce interest rate risk and to benefit from the increase in interest rates, interest income on investment securities increased $36,000 for the three month period ended September 30, 2004.

 

Provision for loan losses

 

The provision for loan losses for the three months ended September 30, 2004 was $225,000 compared to $100,000 for the same period in 2003.  The allowance for loan losses and the resulting provision for loan losses are based on changes in the size and character of the Company’s loan portfolio, changes in nonperforming and past due loans, the existing risk of individual loans, concentrations of loans to specific borrowers or industries, and economic conditions.  For the nine months ended September 30, 2004, the loan loss provision was $775,000 compared to $380,000 for the same period last year.  The increase in the loan loss provision is primarily due to weaknesses experienced in the Company’s commercial real estate sector during the nine months period which includes churches and convenient stores.  Also during the nine month period, the Company charged-off

 

19



 

the remaining $919,000 of a $2.2 million loan that was in default at December 31, 2003.  Management believes that the allowance for loans at September 30, 2004 is adequate.

 

Noninterest income:

 

Noninterest income consists of revenues generated from a broad range of financial services and activities, including fee-based services, and profits and commissions earned through securities and insurance sales.  In addition, gains and losses realized from the sale of investment portfolio securities and sales of assets are included in noninterest income. For the nine month period ended September 30, 2004, noninterest income totaled $4,330,000, an increase of $72,000 or 2% compared to the nine month period ended September 30, 2003.  This increase is attributed to a $490,000 increase in other operating income which includes a $262,000 recovery of fraudulent items written-off in 2001, a $139,000 increase in gains on sale of assets and an increase of $92,000 in deposits and service fees, partially offset by a $649,000 decrease in gains on sale of securities.

 

Noninterest income totaled $1,444,000 for the three month period ended September 30, 2004, a decrease of $273,000 or 16% compared with the same period ended September 30, 2003.  This decrease is attributed to a $489,000 reduction in gains on the sale of securities partially offset by a $52,000 increase in deposit and service fee income, a $65,000 increase in gains from the sale of assets and a $99,000 increase in other non-interest income.

 

Noninterest expense:

 

Noninterest expense totaled $12,842,000 for the nine month period ended September 30, 2004, an increase of $788,000 or 7% compared to the same period last year.  The increase, in large part, is due to salaries and employees benefits, and other operating expenses.

 

Salaries and employee benefits increased $631,000 or 12% for the nine month period ended September 30, 2004 compared to the same period in 2003.  Average full-time equivalent employees for the nine month period were 167 at September 30, 2004 compared to 157 at September 30 2003.  This increase in full-time equivalent employees is primarily the result of the acquisition of a financial institution in February 2003.  For the three month period ending September 30, 2004, salaries and employee benefits increased $179,000 or 10%.  These increases are due to the hiring of several loan officers to market commercial loans at the Alabama Division.  Commercial lending products are new to the Company’s customers in the Alabama market.  As a result of the additional staffing in the Alabama and retail divisions, the average full-time equivalent employees for the three month ending September 30, 2004 was 170 compared to 163 at September 30, 2003.

 

Other operating expenses increased $116,000 or 3% to $4,728,000 for the nine month period ended September 30, 2004 compared to $4,612,000 for the nine month period ending September 30, 2003.   This increase is due in large part to Other Real Estate write-downs of $202,000 and higher collection costs resulting from management’s aggressive collection efforts. For the three month period ended September 30, 2004, other operating expenses decreased $295,000 when compared to the same period ended September 30, 2003.  This decrease is primarily the result of a $250,000 jury award for which the Company recorded a contingent loss in September 2003.  The Company is appealing this judgment.

 

20



 

INTEREST RATE SENSITIVITY MANAGEMENT

 

Interest rate sensitivity management involves managing the potential impact of interest rate movements on net interest income within acceptable levels of risk.  The Company seeks to accomplish this by structuring the balance sheet so that repricing opportunities exist for both assets and liabilities in equivalent amounts and time intervals.  Imbalances in these repricing opportunities at any point in time constitute a financial institution’s interest rate risk.  The Company’s ability to reprice assets and liabilities in the same dollar amounts and at the same time minimizes interest rate risk.

 

One method of measuring the impact of interest rate sensitivity is the cumulative gap analysis.  The difference between interest rate sensitive assets and interest rate sensitive liabilities at various time intervals is referred to as the gap.  The Company is liability sensitive on a short-term basis as reflected in the following table.  Generally, a net liability sensitive position indicates that there would be a negative impact on net interest income in an increasing rate environment.  However, interest rate sensitivity gap does not necessarily indicate the impact of general interest rate movements on the net interest margin, since all interest rates and yields do not adjust at the same velocity and the repricing of various categories of assets and liabilities is subject to competitive pressures and the needs of the Company’s customers.  In addition, various assets and liabilities indicated as repricing within the same period may in fact reprice at different times within such period and at different rates. The following table shows the contractual maturities of all investment securities at September 30, 2004.  Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.  For conservative purposes, the Company has included demand deposits such as NOW, money market, and savings accounts in the three month category.  However, the actual repricing of these accounts may extend beyond twelve months.  The interest rate sensitivity gap is only a general indicator of potential effects of interest rate changes on net interest income.

 

The following table sets forth the distribution of the repricing of the Company’s interest rate sensitive assets and interest rate sensitive liabilities as of September 30, 2004.

 

21



 

 

 

Cumulative amounts as of September 30, 2004
Maturing and repricing within

 

 

 

3
Months

 

3 to 12
Months

 

1 to 5
Years

 

Over
5 Years

 

Total

 

 

 

(amounts in thousands, except ratios)

 

Interest-sensitive assets:

 

 

 

 

 

 

 

 

 

 

 

Investments

 

$

481

 

$

2,468

 

$

20,228

 

$

64,476

 

$

87,653

 

Certificates of deposit

 

 

100

 

700

 

 

800

 

Loans

 

73,262

 

6,808

 

67,550

 

56,472

 

204,092

 

Interest-bearing deposits with other banks

 

314

 

 

 

 

314

 

Total interest-sensitive assets

 

$

74,057

 

$

9,376

 

$

88,478

 

$

120,948

 

$

292,859

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-sensitive liabilities:

 

 

 

 

 

 

 

 

 

 

 

Deposits (a)

 

$

134,787

 

$

55,522

 

$

19,764

 

131

 

$

210,204

 

Notes payable

 

540

 

 

 

 

540

 

Trust preferred securities

 

 

 

5,000

 

 

5,000

 

Other borrowings

 

14,500

 

 

 

10,000

 

24,500

 

Total interest-sensitive liabilities

 

$

149,827

 

$

55,522

 

$

24,764

 

$

10,131

 

$

240,244

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-sensitivity gap

 

$

(75,770

)

$

(46,146

)

$

63,714

 

$

110,817

 

$

52,615

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative interest-sensitivity gap to total interest-sensitive assets

 

(25.87

)%

(41.63

)%

(19.87

)%

17.97

%

17.97

%

 


(a) Savings, Now, and money market deposits totaling  $99,234 are included in the maturing in 3 months classification.

 

LIQUIDITY

 

Liquidity is the ability of the Company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the Company’s ability to meet the day-to-day cash flow requirements of its customers, whether they are depositors wishing to withdraw funds or borrowers requiring funds to meet their credit needs.  Without proper liquidity management, the Company would not be able to perform the primary function of a financial intermediary and would, therefore, not be able to meet the needs of the communities it serves.  Additionally, the Bank holding company requires cash for various operating needs including: dividends paid to shareholders; business combinations; capital injections to its subsidiaries; the servicing of debt; and the payment of general corporate expenses.

 

The primary source of liquidity for the Bank holding company is dividends from the Bank. The amount of dividends paid by the Bank to the Company is limited by various banking regulatory agencies.  The Georgia Department of Banking and Finance regulates dividend payments and must approve payments that exceed 50% of the Bank’s net income for the prior year. The total dividends that could be paid by the Bank to the Company in 2004 without prior regulatory approval is approximately $970,000, of which it paid $311,000 during the second quarter.  Also, the Company has access to various capital markets. The Company does not anticipate any liquidity requirements in the near future that it will not be able to meet.

 

Asset and liability management functions not only serve to assure adequate liquidity in order to meet the needs of the Company’s customers, but also to maintain an appropriate balance between interest-sensitive assets and interest-sensitive liabilities so that the Company can earn a return that meets the

 

22



 

investment requirements of its shareholders.  Daily monitoring of the sources and uses of funds is necessary to maintain an acceptable cash position that meets both requirements.

 

The asset portion of the balance sheet provides liquidity primarily through loan principal repayments, maturities of investment securities and, to a lesser extent, sales of investment securities available for sale.  Other short-term investments such as federal funds sold and maturing interest bearing deposits with other banks are additional sources of liquidity funding.

 

The liability portion of the balance sheet provides liquidity through various customers’ interest bearing and noninterest bearing deposit accounts. Federal funds purchased and other short-term borrowings are additional sources of liquidity and, basically, represent the Company’s incremental borrowing capacity. These sources of liquidity are short-term in nature and are used as necessary to fund asset growth and meet short-term liquidity needs.

 

CAPITAL RESOURCES

 

Stockholders’ equity increased $1,387,000 for the nine months ended September 30, 2004, primarily due to the changes in retained earnings.  Retained earnings increased by $1,347,000 to $17,461,000 due to net earnings of $1,658,000 during the nine month period, reduced by dividends of $311,000 paid in the second quarter.  In May 2004, the Company approved cash dividends of $0.15 per share to be paid to shareholders on record as of April 12, 2004.

 

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total and Tier 1 capital to risk weighted assets, and Tier 1 capital to average assets.  As of September 30, 2004, the Bank’s total and Tier 1 capital to risk weighted assets and Tier 1 to average assets were 15%, 13%, and 9% respectively, compared with 14%, 13% and 8% respectively, at December 31, 2003.  As of September 30, 2004, the Company met all capital adequacy requirements to which it is subject.

 

OTHER INFORMATION

 

Effective September 28, 2004, Citizens Bancshares Corporation elected to change its designation from a Financial Holding Company to a Bank Holding Company. The Financial Holding Company was created under the Title I of the Gramm-Leach-Bliley Act (“GLB Act”), but the Company had not exercised any powers exclusive to a Financial Holding Company.  Management has determined that being designated as a Bank Holding Company better supports the future strategy for the Company.

 

23



 

ITEM 3.                             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk is the risk of loss from adverse changes in market prices and interest rates.  Our market risk arises principally from interest rate risk inherent in our lending, deposit, and borrowing activities.  Although we manage certain other risks, such as credit quality and liquidity risk, in the normal course of business we consider interest rate risk to be our most significant market risk and the risk that could potentially have the largest material effect on our financial condition and results of operations.  We do not maintain a trading portfolio or deal in international instruments, and therefore, other types of market risks, such as foreign currency risk and commodity price risk, do not arise in the normal course of our business activities.

 

Quantitative information about the Company’s market risk at September 30, 2004 is as follows (in thousands):

 

 

 

2004

 

 

 

Carrying

 

Estimated

 

Down

 

Up

 

 

 

Value

 

Fair Value

 

100 bp

 

100 bp

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

Interest-bearing deposits with banks

 

$

314

 

$

314

 

%

%

Certificates of deposit

 

800

 

800

 

 

 

Investment securities

 

87,653

 

87,842

 

1.89

 

(3.46

)

Loans receivable, net

 

204,092

 

203,194

 

1.51

 

(1.74

)

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

210,204

 

201,599

 

1.47

 

(1.35

)

Notes payable

 

540

 

540

 

 

 

Advances from Federal Home Loan Bank

 

24,500

 

25,405

 

2.16

 

(2.05

)

Trust preferred securities

 

5,000

 

5,063

 

 

 

 

The Company has adopted an asset/liability management program to monitor the Company’s interest rate sensitivity and to ensure that the Company is competitive in the loan and deposit markets.  Management seeks to manage the relationship between interest-sensitive assets and liabilities in order to protect against wide interest rate fluctuations, including those resulting from inflation.  The Company has not entered into any derivative financial instruments such as futures, forwards, swaps or options.  Additionally, refer to our interest rate sensitivity management and liquidity disclosures within Part 1, Item 2, of this Form 10-Q.

 

ITEM 4.                             CONTROLS AND PROCEDURES

 

Based on the evaluation of our disclosure controls and procedures conducted at the end of the period covered by this report, the Company’s Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2004 in timely alerting them to material information required to be included in our reports filed with or furnished to the Securities and Exchange Commission.  There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter

 

24



 

ended September 30, 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II.  OTHER INFORMATION

 

ITEM 1.          LEGAL PROCEEDINGS

 

The Company is not aware of any material pending legal proceedings to which the Company or its subsidiary is a party or to which any of their property is subject.

 

ITEM 2.          CHANGES IN SECURITIES

 

On October 12, 2004, the Company issued 1,322 shares of unregistered stock which was purchased pursuant to the Company’s Employee Stock Purchase Plan at a price of $8.49 per share.  Also, on this date, the Company issued 1,158 shares of unregistered stock upon the exercise of options by senior management.  These shares were issued at $7.00 per share pursuant to the applicable option agreement with senior management.

 

ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4.          SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

 

None

 

ITEM 5.          OTHER INFORMATION

 

None

 

ITEM 6.          EXHIBITS

 

Exhibit 31

 

Section 302 Certification by the Company’s executive officers with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

 

Exhibit 32

 

Section 906 Certification pursuant to Section 1350 of Chapter 63 of Title 18 U.S.C. by the Company’s executive officers with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

 

25



 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CITIZENS BANCSHARES CORPORATION

 

 

Date:   November 15, 2004

By:

/s/ James E. Young

 

 

James E. Young

 

President and Chief Executive Officer

 

 

Date:   November 15, 2004

By:

/s/ Willard C. Lewis

 

 

Willard C. Lewis

 

Senior Executive Vice President and

 

Chief Operating Officer

 

 

Date:  November 15, 2004

By:

/s/ Samuel J. Cox

 

 

Samuel J. Cox

 

Senior Vice President and Chief Financial Officer

 

26