In addition to historical information, this report contains statements that constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on managements 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, Managements Discussion and Analysis of Financial Condition and Results of Operations. Citizens Holding Company (the Company) notes that a variety of factors could cause its actual
results or experience to differ materially from the anticipated results or other expectations described or implied by such forward-looking statements. The risks and uncertainties that may affect the operation, performance, development and results of
the business of the Company and the Companys wholly-owned subsidiary, The Citizens Bank of Philadelphia, Mississippi (the Bank), include, but are not limited to, the following:
The Company undertakes no obligation to update or revise any forward-looking statements subsequent to the date on which they
are made. Please also refer to Item 1A, Risk Factors, for a detailed discussion of the risks related to the Company, the Bank in particular, and the banking industry generally.
BACKGROUND
The Company is a one-bank holding company incorporated under the laws of the State of
Mississippi on February 16, 1982. The Company is the sole shareholder of The Citizens Bank of Philadelphia (the Bank). The Company does not have any subsidiaries other than the Bank. The Company, we, or
our, as used herein, includes the Bank, unless the context otherwise requires.
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, 2019, the Bank was the largest bank headquartered in Neshoba County, Mississippi, with total assets of $1,195,261 and total deposits of $900,732. For more information regarding the assets, revenue and profits of the Company, refer
to the Consolidated Financial Statements of the Company contained in Item 8, Financial Statements and Supplementary Data. The Companys only reportable segment is the assets and cash flow of the Bank, resulting in revenues of
$44,919, operating profit of $6,277 and total assets of $1,195,261 for the Company as of December 31, 2019.
The
principal executive offices of both the Company and the Bank are located at 521 Main Street, Philadelphia, Mississippi 39350, and the main telephone number is (601) 656-4692. All references hereinafter to the
activities or operations of the Company reflect the Companys activities or operations through the Bank.
OPERATIONS
Through its ownership of the Bank, the Company engages in a wide range of commercial and personal banking activities, including
accepting demand deposits, savings and time deposit accounts, making secured and unsecured loans, issuing letters of credit, originating mortgage loans, and providing personal and corporate trust services. The Company also 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 Companys lending activities constitute the largest component of the Companys operating revenues.
Revenue from loan interest and fees made up 54.7% of gross revenues in 2019, 50.7% in 2018 and 48.3% in 2017. Loan demand has improved and loan yields are gradually increasing, both of which has contributed to this percentage increasing from 2017.
The increase in lending has been distributed among the Banks leading products, including commercial, real estate, installment (direct and indirect) and credit card loans. The Companys primary lending area is East Central and South
Mississippi, specifically Neshoba, Newton, Leake, Lamar, Forrest, Scott, Attala, Lauderdale, Oktibbeha, Lafayette, Rankin, Harrison, Jackson, Winston and Kemper counties and contiguous counties. In 2019, the Company expanded its presence on the
Mississippi Gulf Coast through the acquisition of Charter. The Company continues to look for areas of growth within the state of Mississippi and surrounding states but, occasionally the Company extends out-of-area credit to borrowers who are considered to be low risk, as defined within the Banks lending policy. The Company is not dependent upon any single customer or small group of customers, and it
has no foreign operations.
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The Companys market area has historically been rural, however, since 2008,
the Company has continued to expand into larger metropolitan areas and now serves a number of larger growth areas with Gulfport, population 71,570, Hattiesburg, population 46,251, Biloxi, population 45,568, and Meridian, population 38,602, being the
largest markets. The economy throughout Mississippi is becoming more diverse but agriculture and manufacturing continue to be the largest industries in Mississippi. For more information regarding revenue from external customers for the last three
fiscal years, attributed by geographic region, please refer to Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, which is included in the Companys Annual Report and attached as an
exhibit hereto.
The Company has historically made, and intends to continue to make, most types of real estate loans,
including, but not limited to, single and multi-family housing, farm, residential and commercial construction, and commercial real estate loans. At December 31, 2019, approximately 79.8% of the Companys loan portfolio was attributed to
real estate lending, 17.3% of the Companys loan portfolio was comprised of commercial, industrial and agricultural production loans, and consumer loans made up the remaining 2.9% of the Companys total loan portfolio.
The Companys loan personnel have the authority to extend credit under guidelines established and approved by the
Companys Board of Directors. Any aggregate credit that exceeds the authority of the loan officer is forwarded to the Boards loan committee for approval. The loan committee is composed of certain independent Company directors. All
aggregate credits that exceed the loan committees lending authority are presented to the Board of Directors for ultimate approval or denial. The loan committee not only acts as an approval body to ensure consistent application of the
Companys loan policies, but also provides valuable insight through the communication and pooling of knowledge, judgment and experience of its members.
All loans in the Companys portfolio are subject to risk based on the state of both the local and national economy. As
our footprint expands, the Companys portfolio risks are more closely aligned with the state economy. The state economy remains strong with 2019 being one of the best in recent years. The state economy is expected to slow down some but still
projected to see growth over the next couple of years. The national economy remains strong but is seeing signs of slowing. It is still uncertain how the slowing economies on the local, state and national levels will affect the Company in the future.
The Company continues to invest in technology as we understand it is necessary to compete in todays market. The
Company has the technology for consumers to perform many of the routine, transaction-related items through its online and mobile platforms. Additionally, the Company continues to build out a robust treasury management suite of products for business
banking such as remote deposit capture, ACH transactions and wire transfers. The Company is evolving with the market to ensure we continue to offer a great customer experience that they have come to expect from the Company.
EXECUTIVE OFFICERS OF THE COMPANY
Greg L. McKee, 58, has been employed by the Bank since 1984. He was named President and Chief Executive Officer of the Company
and Chief Executive Officer of the Bank in January 2003. He has served as President of the Bank since January 2002 and served as Chief Operating Officer of the Bank from January 2002 until December 31, 2002. He has also been a member of the
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Board of Directors of both the Company and the Bank since 2001. Mr. McKee served as Executive Vice-President of the Bank from 2001 to 2002, Senior Vice-President of the Bank from 2000 to
2001, Vice-President of the Bank from 1992 to 2000, Assistant Vice-President of the Bank from 1989 to 1992, and Assistant Cashier of the Bank from 1984 to 1989.
Robert T. Smith, 68, has been employed by the Bank since 1986. He has served as Senior Vice-President and Chief Financial
Officer of the Bank since January 2001. Prior to January 2001, Mr. Smith held the title of Vice-President and Controller of the Bank from 1987 until 2001 and Assistant Vice-President of the Bank from 1986 to 1987. In addition to his position
with the Bank, Mr. Smith has served as Treasurer of the Company since February 1996 and Treasurer and Chief Financial Officer since January 2001.
EMPLOYEES
The Company has no employees other than three Bank officers who provide services to the Company. These officers receive no
compensation from the Company for their services to it as their compensation is paid by the Bank. At December 31, 2019, the Bank employed 264 full-time employees and 26 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 Mississippi Department of Banking and Consumer Finance and the Federal Deposit Insurance Corporation (FDIC). The Company is a registered bank holding company within the meaning of the Bank Holding Company Act of 1956, as
amended (the BHC Act), and is subject to the supervision of the Federal Reserve Board (FRB). Certain legislation and regulations affecting the businesses of the Company and the Bank are discussed below.
General.
The current regulatory environment for financial institutions includes substantial enforcement activity by the federal and
state banking agencies, and other state and federal law enforcement agencies, reflecting an increase in activity over prior years. This environment entails significant increases in compliance requirements and associated costs. The FRB requires the
Company to maintain certain levels of capital and to file an annual report with the FRB. The FRB also has the authority to conduct examinations of the Company and the Bank and to take enforcement action against any bank holding company that engages
in any unsafe or unsound practice or that violates certain laws, regulations, or conditions imposed in writing by the FRB.
Financial Reform.
The Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, (Dodd- Frank Act) made extensive changes
in the regulation of financial institutions. There are many provisions in the Dodd-Frank Act mandating regulators to adopt new regulations and conduct studies upon which future regulation may be based, a number of which still have not been
implemented. It is anticipated that these rules and enforcement by the Banks regulators will continue to evolve through regulatory amendments, informal interpretations, and enhanced enforcement in the future. Congress and the President have
announced proposed reforms and changes to the Dodd-Frank Act, and it is uncertain how the Dodd- Frank Act provisions may be modified or the ultimate impact any such modifications may have to our business operations.
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In November 2017, a bipartisan group of U.S. Senators, led by Senate Banking
Committee Chairman, introduced the Economic Growth, Regulatory Relief and Consumer Protection Act (the Economic Growth Act). The Economic Growth Act, signed into law on May 24, 2019, provides relief from certain regulatory
requirements under the Dodd-Frank Act. Generally, the Economic Growth Act addressed the following areas: the threshold at which banks are classified as systemically important financial institutions (SIFIs), and therefore subject to stricter
oversight; targeted relief from Dodd-Frank Act requirements for smaller banks; capital formation; mortgage lending; student borrower debt and provisions addressing veterans, consumers and homeowners. While we expect the Economic Growth Act to have
an overall positive impact on our business going forward, we continue to evaluate its impact on our business and that impact remains uncertain.
Capital Standards.
The FRB, FDIC and other federal banking agencies have established risk-based capital adequacy guidelines. These guidelines are
intended to provide a measure of a banks capital adequacy that reflects the degree of risk associated with a banks operations.
A banking organizations 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%. At December 31, 2019, the Companys
ratio of qualifying total capital to risk-adjusted assets and off-balance sheet items was 14.39%, and its ratio of Tier 1 capital to risk-adjusted assets and off-balance
sheet items was 13.86%.
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 4%. The Companys leverage ratio at December 31, 2019 was 8.33%.
The Dodd-Frank Act requires the FRB, the Office of the Comptroller of the Currency (OCC) and the FDIC to adopt
regulations imposing a continuing floor on the risk-based capital requirements. In December 2010, the Basel Committee released a final framework for a strengthened set of capital requirements, known as Basel III. In July
2013, each of the U.S. federal banking agencies adopted final rules relevant to us: (1) the Basel III regulatory capital reforms; and (2) the standardized approach of Basel II for non-core
banks and bank holding companies, such as the Bank and the Company. The capital framework under Basel III will replace the existing regulatory capital rules for all banks, savings associations and U.S. bank holding companies with greater than
$500 million in total assets, and all savings and loan holding companies.
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Beginning January 1, 2015, the Bank began to comply with the Basel III rules,
although the rules were not fully phased-in until January 1, 2019. Among other things, the final Basel III rules impact regulatory capital ratios of banking organizations in the following manner:
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Create a new requirement to maintain a ratio of common equity Tier 1 capital to total risk-weighted assets of
not less than 4.5%;
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Increase the minimum leverage ratio to 4% for all banking organizations (currently 3% for certain banking
organizations);
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Increase the minimum Tier 1 risk-based capital ratio from 4% to 6%; and
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Maintain the minimum total risk-based capital ratio at 8%.
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In addition, the Basel III rules will subject a banking organization to certain limitations on capital distributions and
discretionary bonus payments to executive officers if the organization does not maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of its total risk-weighted assets. The capital conservation buffer
increases the minimum common equity Tier 1 capital ratio to 7%, the minimum Tier 1 risk-based capital ratio to 8.5% and the minimum total risk-based capital ratio to 10.5% for banking organizations seeking to avoid the limitations on capital
distributions and discretionary bonus payments to executive officers.
The Basel III rules also changed the capital
categories for insured depository institutions for purposes of prompt corrective action. Under the rules, to be well capitalized, an insured depository institution must maintain a minimum common equity Tier 1 capital ratio of at least 6.5%, a Tier 1
risk-based capital ratio of at least 8%, a total risk-based capital ratio of at least 10.0%, and a leverage capital ratio of at least 5%. In addition, the Basel III rules established more conservative standards for including an instrument in
regulatory capital and imposed certain deductions from and adjustments to the measure of common equity Tier 1 capital.
Management believes that, as of December 31, 2019, the Company and the Bank met all capital adequacy requirements under
Basel III. Management will continue to monitor these and any future proposals submitted by the Companys and Banks regulators.
Prompt Corrective Action and Other Enforcement Mechanisms.
The Federal Deposit Insurance Corporation Improvement Act of 1991, as amended (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 Company and the Bank are classified as well capitalized under the guidelines promulgated by the FRB and the FDIC.
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 and for deposits by certain employee benefits accounts.
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Restrictions on Dividends and Other Distributions.
The Companys ability to pay dividends depends in large part on the ability of the Bank to pay dividends to the Company.
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 federal 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 approval of the Mississippi Department of Banking and Consumer Finance is also required prior to the Bank paying
dividends. The departments regulations limit dividends to earned surplus in excess of three times the Banks capital stock. At December 31, 2019, the maximum amount available for transfer from the Bank to the Company in the form of a
dividend was approximately $101,119, or 92.6% of the Banks consolidated net assets.
FRB regulations limit the
amount the Bank may loan to the Company unless those loans are collateralized by specific obligations. At December 31, 2019, the maximum amount available for transfer from the Bank in the form of loans was $10,900, or 10% of the Banks
consolidated net assets. The Bank does not have any outstanding loans with the Company.
FDIC Insurance
Assessments.
The FDIC insures the deposits of federally insured banks up to prescribed statutory limits for each
depositor, through the Deposit Insurance Fund (DIF) and safeguards the safety and soundness of the banking and thrift industries. The amount of FDIC assessments paid by each insured depository institution is based on its relative risk of
default as measured by regulatory capital ratios and other supervisory factors.
The FDICs deposit insurance premium
assessment is based on an institutions average consolidated total assets minus average tangible equity.
We are
generally unable to control the amount of premiums that we are required to pay for FDIC insurance. At least semi-annually, the FDIC will update its loss and income projections for the DIF and, if needed, will increase or decrease assessment rates,
following notice-and-comment rulemaking, if required. If there are additional bank or financial institution failures or if the FDIC otherwise determines to increase
assessment rates, the Bank may be required to pay higher FDIC insurance premiums. Any future increases in FDIC insurance premiums may have a material and adverse effect on our earnings.
Other BHC Act Provisions.
The BHC Act requires a bank holding company to obtain the prior approval of the FRB before acquiring direct or indirect
ownership or control of more than 5% of the voting shares of any bank that is not already majority-owned by such bank holding company. The BHC Act provides that the FRB shall not approve any acquisition, merger or consolidation that would result in
a monopoly or that would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking. The FRB also will not approve any other transactions in which the effect might be to substantially lessen
competition or in any manner be a restraint on trade, unless the anti-competitive effects of the proposed transaction are clearly outweighed by the public interest in the probable effect of the transaction in meeting the convenience and needs of the
community to be served.
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The BHC Act also prohibits a bank holding company, with certain exceptions, from
engaging in or from acquiring direct or indirect control of more than 5% of the voting shares of any company engaged in non-banking activities. The principal exception to this rule is for engaging in or
acquiring shares of a company whose activities are found by the FRB to be so closely related to banking or managing banks as to be a proper incident thereto. In making such determinations, the FRB is required to consider whether the performance of
such activities by a bank holding company or its subsidiaries can reasonably be expected to produce benefits to the public such as greater convenience, increased competition or gains in efficiency of resources that outweigh the risks of possible
adverse effects such as decreased or unfair competition, conflicts of interest or unsound banking practices.
The BHC Act
prohibits the acquisition by a bank holding company of more than 5% of the outstanding voting shares of a bank located outside the state in which the operations of its banking subsidiaries are principally conducted, unless such an acquisition is
specifically authorized by statute of the state in which the bank to be acquired is located.
The Company and the Bank are
subject to certain restrictions imposed by the Federal Reserve Act and the Federal Deposit Insurance Act on any extensions of credit to the Company or the Bank, on investments in the stock or other securities of the Company or the Bank, and on
taking such stock or other securities as collateral for loans of any borrower.
The BHC Act was amended in 2000 by the
Gramm-Leach-Bliley Financial Services Modernization Act of 1999 to permit financial holding companies to engage in a broader range of nonbanking financial activities, such as underwriting and selling insurance, providing financial or
investment advice, and dealing and making markets in securities and merchant banking. In order to qualify as a financial holding company, the Company must declare to the FRB its intention to become a financial holding company and certify that the
Bank meets the capitalization management requirements and that it has at least a satisfactory rating under the Community Reinvestment Act of 1997, as amended (the CRA). To date, we have not elected to become a financial holding company.
Community Reinvestment Act.
The CRA requires the assessment by the appropriate regulatory authority of a financial institutions record in meeting the
credit needs of the local community, including low and moderate-income neighborhoods. The regulations promulgated under CRA emphasize an assessment of actual performance in meeting local credit needs, rather than of the procedures followed by a bank
to evaluate compliance with the CRA. CRA compliance is also a factor in evaluations of proposed mergers, acquisitions and applications to open new branches or facilities. Overall CRA compliance is rated across a four-point scale from
outstanding to substantial noncompliance. Different evaluation methods are used depending on the asset size of the bank.
The FDIC examined the Bank on July 12, 2016 for its performance under the CRA. The Bank was rated Satisfactory during this
examination. No discriminatory practices or illegal discouragement of applications were found.
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Consumer Protection.
The Bank is subject to a number of federal and state consumer protection laws. These laws provide substantive consumer rights
and subject the Bank to substantial regulatory oversight. Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys
fees. Federal bank regulators, state attorneys general and state and local consumer protection agencies may also seek to enforce consumer protection requirements and obtain these and other remedies, including regulatory sanctions, customer
rescission rights, action by the state and local attorneys general in each jurisdiction in which our bank subsidiary operates and civil money penalties. Failure to comply with consumer protection requirements may also result in the Banks
failure to obtain any required bank regulatory approval for merger or acquisition transactions the Bank may wish to pursue or its prohibition from engaging in such transactions even if approval is not required.
Anti-Money Laundering Efforts.
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(USA PATRIOT Act) requires financial institutions to establish anti-money laundering programs and due diligence policies, procedures and controls with respect to bank accounts involving foreign individuals and certain foreign banks, and
to avoid establishing and maintaining accounts in the United States for, or on the behalf of, foreign banks that do not have a physical presence in any country. We believe that we are in compliance with the requirements of the USA PATRIOT Act.
Corporate Governance.
The Sarbanes-Oxley Act of 2002 (Sarbanes Act) requires publicly traded companies, such as the Company, to adhere to
several directives designed to prevent corporate misconduct. As a result, additional duties have been placed on officers, directors, auditors and attorneys of public companies. The Sarbanes Act requires certifications regarding financial statement
accuracy and internal control adequacy by the chief executive officer and the chief financial officer to accompany periodic reports filed with the Securities and Exchange Commission (SEC). The Sarbanes Act also accelerates insider
reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended, restricts certain executive officer and director transactions, imposes new obligations on corporate audit committees and provides for enhanced review by
the SEC.
The Dodd-Frank Act mandated a number of new requirements with respect to corporate governance. The legislation
requires publicly traded companies to give stockholders a non-binding vote on executive compensation at least every three years and on so-called golden
parachute payments in connection with approvals of mergers and acquisitions. The Dodd-Frank Act also authorizes the SEC to promulgate rules that would allow stockholders to nominate their own candidates using a companys proxy materials.
Additionally, the Dodd-Frank Act directs the federal banking regulators to promulgate rules prohibiting excessive compensation paid to executives of depository institutions and their holding companies with assets in excess of $1.0 billion,
regardless of whether the company is publicly traded. The Dodd-Frank Act gives the SEC authority to prohibit broker discretionary voting on elections of directors and executive compensation matters.
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Impact of Monetary Policies.
Banking is a business that substantially 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 including the FRB. The nature and timing of any future changes in such policies
and their impact on the Company cannot be predicted.
Future Legislation.
Various legislation affecting financial institutions and the financial industry is from time to time introduced in Congress.
Such legislation may change banking statutes and our operating environment in substantial and unpredictable ways and could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance
depending upon whether any of this potential legislation will be enacted, and if enacted, the effect that it or any implementing regulations, would have on the financial condition or our results of operations. With the proposals to alter the
Dodd-Frank Act and the evolution of the CFPB, the nature and extent of future legislative and regulatory changes affecting financial institutions continues to be very unpredictable.
COMPETITION
The banking business is highly competitive. The Companys primary market area is East Central, South and North
Mississippi, specifically Neshoba, Newton, Leake, Lamar, Forrest, Scott, Attala, Lauderdale, Oktibbeha, Lafayette, Rankin, Harrison, Jackson, Winston and Kemper counties and contiguous counties. In 2019, the Company expanded its presence on the
Mississippi Gulf Coast through the acquisition of Charter. The Company continues to look for areas of growth in the state of Mississippi and surrounding states but, occasionally the Company extends out-of-area credit to borrowers who are considered to be low risk, as defined within the Banks lending policy. The Company competes with local, regional and national financial institutions in these
counties and in surrounding counties in Mississippi in obtaining deposits, lending activities and providing many types of financial services. The Company also competes with larger regional banks for the business of companies located in the
Companys market area.
All financial institutions, including the Company, compete for customers deposits. The
Company also competes with savings and loan associations, credit unions, production credit associations, federal land banks, finance companies, personal loan companies, money market funds and other
non-depository financial intermediaries. Many of these financial institutions have resources significantly greater than those of the Company. In addition, 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. The Company believes it benefits from a good reputation in the community and from the significant length of
time it has provided needed banking services to its customers. Also, as a locally owned financial institution, the Company believes it is able to respond to the needs of the community with services tailored to the particular demands of its
customers. Furthermore, as a local institution, the Company believes it can provide such services faster than a larger institution not based in the Companys market area.
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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 Dodd-Frank Act and other banking laws and regulations are expected to continue to further stimulate competition in the markets in which the Company operates, although it is not possible to predict the extent or timing of such increased
competition.
Currently, there are approximately forty different financial institutions in the Companys market
competing for the same customer base. According to the FDICs Summary of Deposits that is collected as of June 30 each year, the Companys market share in its market area was approximately 5.51% at June 30, 2019. The Company
competes in its market for loan and deposit products, along with many of the other services required by todays banking customer, on the basis of availability, quality and pricing. The Company believes it is able to compete favorably in its
markets, in terms of both the rates the Company offers and the level of service that the Company provides to its customers.
AVAILABILITY OF INFORMATION
The Companys Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments thereto, along with other information about the Company, are available, free of charge, on our website,
http://www.citizensholdingcompany.com. The information contained on our website is not incorporated into this report. Upon request, the Company will provide to any record holder or beneficial holder of its shares a copy of such reports
without charge. Requests should be made to Robert T. Smith, Treasurer and Chief Financial Officer, Citizens Holding Company, 521 Main Street, Philadelphia, Mississippi 39350.
In addition to the other information contained in or incorporated by reference into this report and the exhibits hereto, the following risk
factors should be considered carefully in evaluating the Companys business. The risks disclosed below, either alone or in combination, could materially adversely affect the business, prospects, financial condition or results of operations of
the Company and/or the Bank. Additional risks not presently known to the Company, or that the Company currently deems immaterial, may also adversely affect the Companys business, financial condition or results of operations.
Risks Related To The Companys Business and Industry
The Company is subject to interest rate risk.
One of the most important aspects of managements efforts to sustain long-term profitability for the Company is the
management of interest rate risk. Managements goal is to maximize net interest income within acceptable levels of interest-rate risk and liquidity.
The Companys assets and liabilities are principally financial in nature and the resulting earnings thereon are subject
to significant variability due to the timing and extent to which the Company can reprice the yields on interest-earning assets and the costs of interest bearing liabilities as a result of changes in market interest rates. Interest rates in the
financial markets affect the Companys decisions on pricing its assets and liabilities, which impacts net interest income, an
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important cash flow stream for the Company. As a result, a substantial part of the Companys risk-management activities is devoted to managing interest-rate risk. Currently, the Company does
not have any significant risks related to foreign currency exchange, commodities or equity risk exposures.
The
Companys earnings and cash flows are largely dependent upon the net interest income of the Company. Net interest income is the difference between interest earned on assets, such as loans and securities, and the cost of interest-bearing
liabilities, such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond the Companys control, including general economic conditions and policies of various governmental and regulatory agencies and,
in particular, the FRB. Changes in monetary policy, including changes in interest rates, could influence not only the interest the Company receives on loans and securities and the amount of interest the Company pays on deposits and borrowings, but
such changes could also affect (i) the Companys ability to originate loans and obtain deposits, which could reduce the amount of fee income generated; (ii) the fair value of the Companys financial assets and liabilities; and
(iii) the average duration of the Companys mortgage-backed securities portfolio. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, the
Companys net interest income could be adversely affected, which in turn could negatively affect its earnings. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the
interest rates paid on deposits and other borrowings.
Although management believes it has implemented effective asset and
liability management strategies to reduce the potential effects of changes in interest rates on the results of operations of the Company, any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on
the Companys financial condition and results of operations. For the reasons set forth above, an increase in interest rates generally as a result of such a credit rating downgrade could adversely affect out net interest income levels, thereby
resulting in reduced earnings, and reduce loan demand. Volatility in interest rates may also result in disintermediation, which is the flow of funds away from financial institutions into direct investments, such as United States Government and
Agency securities and other investment vehicles, including mutual funds, which generally pay higher rates of return than financial institutions because of the absence of federal insurance premiums and reserve requirements. Disintermediation could
also result in material adverse effects on the Companys financial condition and results of operations.
A discussion
of the policies and procedures used to identify, assess and manage certain interest rate risk is set forth in Item 7A, Quantitative and Qualitative Disclosures about Market Risk.
The Company is subject to lending risk.
There are inherent risks associated with the Companys lending activities. These risks include, among other things, the
impact of changes in interest rates and changes in the economic conditions in the markets where the Company operates as well as those across the United States. Increases in interest rates or weakening economic conditions could adversely impact the
ability of borrowers to repay outstanding loans or the value of the collateral securing these loans.
As of
December 31, 2019, approximately 73.1% of the Companys loan portfolio consisted of commercial, construction and commercial real estate loans. These types of loans are generally viewed as having more risk of default than residential real
estate loans or consumer loans due primarily to the large amounts loaned to individual borrowers. Because the loan portfolio contains a
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significant number of commercial, construction and commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase
in non-performing loans. An increase in non-performing loans could result in a net loss of earnings from these loans, an increase in the provision for possible loan
losses and an increase in loan charge-offs, all of which could have a material adverse effect on the Companys financial condition and results of operations.
Delays in the Companys ability to foreclose on delinquent mortgage loans may negatively impact our business.
Because the Bank originates loans secured by real estate, the Bank may have to foreclose on the collateral property to protect
its investment and may thereafter own and operate such property, in which case the Company is exposed to the risks inherent in the ownership of real estate. The amount realized after a default is dependent upon factors outside of the Companys
control, including, but not limited to:
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general or local economic conditions;
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environmental cleanup liability;
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operating expenses of the mortgaged properties;
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supply of and demand for rental units or properties;
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ability to obtain and maintain adequate occupancy of the properties;
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governmental rules, regulations and fiscal policies; and
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Certain expenses associated with the ownership of real estate, principally real estate taxes, insurance, and maintenance
costs, may adversely affect the net proceeds received from the real estate, if any. The ability to mitigate the losses on defaulted loans depends upon the ability to promptly foreclose upon the collateral after an appropriate cure period. Any delay
in the foreclosure process adversely affects us by increasing the expenses related to carrying such real estate and exposes us to losses as a result of potential additional declines in the value of such collateral. As a result, the increased cost of
owning and operating such real estate may exceed the rental income earned from the real estate (if any), the Company may have to advance additional funds to protect our investment or the Company may be required to dispose of the real estate at a
loss.
The allowance for possible loan losses may be insufficient.
Although the Company tries to maintain diversification within its loan portfolio in order to minimize the effect of economic
conditions within a particular industry, management also maintains an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense, to absorb probable credit losses inherent in the entire loan
portfolio. The appropriate level of the allowance is based on managements quarterly analysis of the loan portfolio and represents an amount that management deems adequate to provide for inherent losses, including collective impairment. Among
other considerations in establishing the allowance for loan losses, management considers economic conditions reflected within industry segments, the unemployment rate in the Companys markets, loan segmentation and historical losses that are
inherent in the loan portfolio.
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The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires management to make significant estimates of current
credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and
outside of the Companys control, may require an increase in the allowance for loan losses.
In addition, bank
regulatory agencies periodically review the allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if
charge-offs in future periods exceed the allowance for loan losses, the Company will need additional provisions to increase the allowance for loan losses. Any increases in the allowance for loan losses will result in a decrease in net income and,
possibly, capital, and may have a material adverse effect on the Companys financial condition and results of operations. A discussion of the policies and procedures related to managements process for determining the appropriate level of
the allowance for loan losses is set forth in Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations.
The Company depends on the accuracy and completeness of information about customers and counterparties.
In deciding whether to extend credit or enter into other transactions, the Company often relies on information furnished by or
on behalf of customers and counterparties, including financial statements, credit reports and other financial information. The Company may also rely on representations of those customers, counterparties or other third parties, such as independent
auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse impact on the Companys business and, in
turn, its financial condition and results of operations.
The Company is subject to environmental liability risk associated with lending activities.
A significant portion of the loan portfolio is secured by real property. During the ordinary course of business,
the Company may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Company may be
liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Company to incur substantial expenses and may materially reduce the affected propertys value or limit the ability of the
Company to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Companys exposure to environmental liability. Although management
has policies and procedures to perform an environmental review during the loan application process and also before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards.
The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Companys financial condition and results of operations.
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The Company is subject to risk from adverse economic conditions.
Our operations and profitability are impacted by general business and economic conditions in the State of Mississippi, and the
United States. These conditions include recession, short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry
and finance, and the strength of the U.S. economy and the local economies in which we operate, all of which are beyond our control. A deterioration in economic conditions could result in an increase in loan delinquencies and nonperforming assets,
decreases in loan collateral values and a decrease in demand for our products and services, among other things, any of which could have a material adverse impact on our financial condition and results of operations.
The FRB has implemented significant economic strategies that have impacted interest rates, inflation, asset values, and the shape of the yield curve,
and currently is transitioning from many years of easing to what may be a new period of tightening.
In recent
years, the FRB has begun to gradually unwind the remaining domestic monetary policy initiatives as the economy continues to recover. During 2019, the FRB lowered the target federal funds rate by 25 bps in August, September and October, bringing the
current range to 1.50 to 1.75 percent. This development, along with the U.S. governments credit and deficit concerns and international economic considerations, could cause interest rates and borrowing costs to rise, which may negatively
impact our ability to access the debt markets on favorable terms. Other significant monetary strategies could be implemented in the future including, in particular, so-called tightening strategies. FRB
strategies can, and often are intended to, affect the domestic money supply, inflation, interest rates, and the shape of the yield curve. Effects on the yield curve often are most pronounced at the short end of the curve, which is of particular
importance to us and other banks. Risks associated with interest rates and the yield curve are discussed in this Item 1A under the caption The Company is subject to interest rate risk. Such strategies also can affect the United States.
and world-wide financial systems in ways that may be difficult to predict.
The profitability of the Company depends significantly on economic
conditions in the State of Mississippi.
The Companys success depends primarily on the general economic
conditions of the State of Mississippi and the specific local markets in which it operates. Unlike larger national or other regional banks that are more geographically diversified, the Company provides banking and financial services to customers
primarily in East Central and South Mississippi. The local economic conditions in this area have a significant impact on the demand for the Companys products and services, as well as the ability of its customers to repay loans, the value of
the collateral securing loans and the stability of its deposit funding sources.
The Company is subject to extensive government regulation and
supervision.
The Company and the Bank are subject to extensive federal and state regulation and supervision.
Banking regulations are primarily intended to protect depositors funds, federal deposit insurance funds and the banking system as a whole, and not the economic or other interests of shareholders. These regulations affect the Companys and
the Banks lending practices, capital structure, investment practices, dividend policy and growth, among other things. Changes to statutes,
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regulations or regulatory policies, including changes in interpretation or implementation of the foregoing, could affect the Company or the Bank in substantial and unpredictable ways. Such
changes could subject the Company to additional costs, limit the types of financial services and products it may offer or increase the ability of non-banks to offer competing financial services and products,
among other things.
Under regulatory capital adequacy guidelines and other regulatory requirements, the Company and the
Bank must meet guidelines that include quantitative measures of assets, liabilities and certain off-balance sheet items, subject to qualitative judgments by regulators about components, risk weightings and
other factors. If the Company fails to meet these minimum capital guidelines and other regulatory requirements, its financial condition would be materially and adversely affected. The Companys failure to maintain the status of well
capitalized under its regulatory framework could affect the confidence of its customers in the Company, thus compromising the Companys competitive position. In addition, failure to maintain the status of well capitalized
under the Companys regulatory framework or well managed under regulatory examination procedures could compromise the Companys status as a bank holding company and related eligibility for a streamlined review process for
acquisition proposals.
The Company is also subject to laws, regulations and standards relating to corporate governance
and public disclosure, including the Sarbanes Act, the Dodd Frank Act and SEC regulations. These laws, regulations and standards are subject to varying interpretations in many cases, and as a result, their application in practice may evolve over
time as guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. The Company is
committed to maintaining high standards of corporate governance and public disclosure. As a result, the Companys efforts to comply with evolving laws, regulations and standards have resulted in, and are likely to continue to result in,
increased expenses and a diversion of management time and attention.
Failure to comply with laws, regulations or policies
could also result in sanctions by regulatory agencies and/or civil money penalties, which could have a material adverse effect on the Companys business, prospects, financial condition and results of operations. While the Company has policies
and procedures designed to prevent any such violations, it cannot assure that such violations will be prevented. The information under the heading Supervision and Regulation in Item 1, Business, and Note 16, Regulatory
Matters to the Consolidated Financial Statements of the Company in Item 8, Financial Statements and Supplementary Data, provides more information regarding the regulatory environment in which the Company and the Bank operate
including descriptions of the laws, regulations or policies applicable to us.
We are subject to claims and litigation.
From time to time, customers and others make claims and take legal action pertaining to our performance of our
responsibilities. Whether customer claims and legal action related to our performance of our responsibilities are founded or unfounded, or if such claims and legal actions are not resolved in a manner favorable to us, they may result in significant
financial liability and/or adversely affect the market perception of us and our products and services, as well as impact customer demand for those products and services. Any financial liability or reputation damage could have a material adverse
effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.
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The Company operates in a highly competitive industry and market area.
The Company faces substantial competition in all areas of its operations from a variety of different competitors, many of which
are larger and have more financial resources. Such competitors primarily include national, regional and community banks within the various markets in which the Company operates. The Company also faces competition from many other types of financial
institutions, including savings and loans, credit unions, finance companies, brokerage firms, insurance companies, factoring companies and other financial intermediaries. The information under the heading Competition in Item 1,
Business, provides more information regarding the competitive conditions in the Companys markets.
The
Companys industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial
holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible
for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of the Companys competitors have fewer regulatory constraints
and may have lower cost structures. Additionally, many of the Companys competitors have substantially greater resources than the Company, including higher total assets and capitalization, greater access to capital markets and a broader
offering of financial services.
The Companys ability to compete successfully depends on a number of factors,
including, among other things:
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the ability to develop, maintain and build upon long-term customer relationships based on top quality service,
high ethical standards and safe, sound assets.
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the ability to expand the Companys market position.
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the scope, relevance and pricing of products and services offered to meet customer needs and demands.
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the rate at which the Company introduces new products and services relative to its competitors.
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customer satisfaction with the Companys and the Banks level of service.
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industry and general economic trends.
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Failure to perform in any of these areas could significantly weaken the Companys competitive position, which could
adversely affect its growth and profitability, which, in turn, could have a material adverse effect on the Companys financial condition and results of operations.
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We are subject to a variety of operational risks, including the risk of fraud or theft by employees, which
may adversely affect our business and results of operations.
We are exposed to many types of operational risks,
including liquidity risk, credit risk, market risk, interest rate risk, legal and compliance risk, strategic risk, information security risk, and reputational risk. We are also reliant upon our employees, and our operations are subject to the risk
of fraud, theft or malfeasance by our employees. We have established processes and procedures intended to identify, measure, monitor, report and analyze these risks, however, there are inherent limitations to our risk management strategies as there
may exist, or develop in the future, risks that we have not appropriately anticipated, monitored or identified. If our risk management framework proves ineffective, we could suffer unexpected losses, we may have to expend resources detecting and
correcting the failure in our systems and we may be subject to potential claims from third parties and government agencies. We may also suffer severe reputational damage. Any of these consequences could adversely affect our business, financial
condition or results of operations. In particular, the unauthorized disclosure, misappropriation, mishandling or misuse of personal, non-public, confidential or proprietary information of customers could
result in significant regulatory consequences, reputational damage and financial loss.
Our risk management policies and procedures may not be fully
effective in identifying or mitigating risk exposure in all market environments or against all types of risk, including employee misconduct.
We have devoted significant resources to develop our risk management policies and procedures and will continue to do so.
Nonetheless, our policies and procedures to identify, monitor and manage risks may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk. Many of our methods of managing risk and exposures are
based upon our use of observed historical market behavior or statistics based on historical models. During periods of market volatility or due to unforeseen events, the historically derived correlations upon which these methods are based may not be
valid. As a result, these methods may not predict future exposures accurately, which could be significantly greater than what our models indicate. This could cause us to incur investment losses or cause our hedging and other risk management
strategies to be ineffective. Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that are publicly available or otherwise accessible to us, which may not always
be accurate, complete, up-to-date or properly evaluated.
Moreover, we are subject to the risks of errors and misconduct by our employees and advisors, such as fraud, non-compliance with policies, recommending transactions that are not suitable, and improperly using or disclosing confidential information. These risks are difficult to detect in advance and deter, and could harm
our business, results of operations or financial condition. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events, and
these policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk. Insurance and other traditional risk-shifting tools may be held by or available to us in order to
manage certain exposures, but they are subject to terms such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency.
The Company may be subject to more stringent capital and liquidity requirements which would adversely affect its net income and future growth.
The Dodd-Frank Act applies the same leverage and risk-based capital requirements that apply to insured depository
institutions to most bank holding companies, which, among other things, will change the way in which hybrid securities, such as trust preferred securities, are treated for purposes of determining a bank holding companys regulatory capital. In
2011, the federal banking agencies
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published a final rule regarding minimum leverage and risk-based capital requirements for banks and bank holding companies consistent with the requirements of Section 171 of the Dodd-Frank
Act. For a more detailed description of the minimum capital requirements see Supervision and Regulation Capital Standards. The Dodd-Frank Act also increased regulatory oversight, supervision and examination of banks, bank holding
companies and their respective subsidiaries by the appropriate regulatory agency. These requirements, and any other new regulations, could adversely affect the Companys ability to pay dividends, or could require the Company to reduce business
levels or to raise capital, including in ways that may adversely affect the Companys results of operations or financial condition.
In addition, in 2010, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee on Banking
Supervision, announced agreement on the calibration and phase-in arrangements for a strengthened set of capital requirements, known as Basel III. In 2013, regulators adopted enhancements to United States.
capital standards based on Basel III. The revised standards create a new emphasis on Tier 1 common equity, modify eligibility criteria for regulatory capital instruments, and modify the methodology for calculating risk-weighted assets. The revised
standards require the following:
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Tier 1 Common Equity. For all supervised financial institutions, including the Company and the Bank,
the ratio of Tier 1 common equity to risk-weighted assets (Tier 1 Common Equity Capital ratio) must be at least 4.5%. To be well capitalized the Tier 1 Common Equity Capital ratio must be at least 6.5%. If a capital
conservation buffer of an additional 2.5% above the minimum 4.5% (or 7% overall) is not maintained, special restrictions would apply to capital distributions, such as dividends and stock repurchases, and on certain compensatory bonuses. Tier 1
common equity capital consists of core components of Tier 1 capital: common stock plus retained earnings net of goodwill, other intangible assets, and certain other required deduction items.
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Tier 1 Capital Ratio. For all banking organizations, including the Bank, the ratio of Tier 1 capital to
risk-weighted assets must be at least 6%. The threshold is raised from the prior 4%, and the risk-weighting method is changed as mentioned above. To be well capitalized the Tier 1 capital ratio must be at least 8%.
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Total Capital Ratio. For all supervised financial institutions, including the Company and the Bank, the
ratio of total capital to risk-weighted assets must be at least 8%. Although this threshold is unchanged from prior requirements, as mentioned above the method for risk-weighting assets has been changed. As a result of that method change, many banks
could have experienced a reduction in this ratio if the change had been effective immediately when the rules were adopted.
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Leverage Ratio Base. For all banking organizations, including the Bank, the leverage ratio must
be at least 4%. To be well capitalized the leverage ratio must be at least 5%.
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Leverage Ratio Supplemental. For the largest internationally active banking organizations, not
including the Bank, a minimum supplementary leverage ratio must be maintained that takes into account certain off-balance sheet exposures.
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The revised standards took effect on January 1, 2015 for the Company and the
Bank. The capital conservation buffer requirement is subject to a phase-in period.
Future increases in minimum capital requirements could adversely affect the Companys net income. Furthermore, the
Companys failure to comply with the minimum capital requirements could result in regulators taking formal or informal actions against the Company which could restrict future growth or operations.
Negative perceptions or publicity could damage our reputation among existing and potential customers, investors, employees and advisors.
Our reputation is one of our most important assets. Our ability to attract and retain customers, investors, employees and
advisors is highly dependent upon external perceptions of our company. Damage to our reputation could cause significant harm to our business and prospects and may arise from numerous sources, including litigation or regulatory actions, failing to
deliver minimum standards of service and quality, compliance failures, any perceived or actual weakness in our financial strength or liquidity, technological, cybersecurity, or other security breaches resulting in improper disclosure of client or
employee personal information, unethical behavior and the misconduct of our employees, advisors and counterparties. Negative perceptions or publicity regarding these matters could damage our reputation among existing and potential customers,
investors, employees and advisors. Adverse developments with respect to our industry may also, by association, negatively impact our reputation or result in greater regulatory or legislative scrutiny or litigation against us. In addition, the SEC
and other federal and state regulators have increased their scrutiny of potential conflicts of interest. It is possible that potential or perceived conflicts could give rise to litigation or enforcement actions. It is possible also that the
regulatory scrutiny of, and litigation in connection with, conflicts of interest will make our clients less willing to enter into transactions in which such a conflict may occur and will adversely affect our businesses.
The Company may be required to pay significantly higher FDIC premiums in the future.
The FDIC insures deposits at FDIC insured financial institutions, including the Bank. The FDIC charges the insured financial
institutions premiums to maintain the Deposit Insurance Fund at an adequate level. The FDIC may increase these rates and impose additional special assessments in the future, which could have a material adverse effect on future earnings.
The Companys controls and procedures may fail or be circumvented.
Management regularly reviews and updates the Companys internal control over financial reporting, disclosure controls and
procedures and corporate governance policies and procedures. Any system of controls, however well designed and operated, has inherent limitations, including the possibility that a control can be circumvented or overridden, and misstatements due to
error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to
the Companys adherence to financial reporting, disclosure and corporate governance policies and procedures.
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The Company may be adversely affected by the soundness of other financial institutions.
Financial institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. The Company has
exposure to many different industries and counterparties, and routinely executes transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients.
Many of these transactions expose the Company to credit risk in the event of a default by a counterparty or client. In addition, the Companys credit risk may be exacerbated when the collateral held by the Company cannot be realized or is
liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due to the Company. Any such losses could have a material adverse effect on the Companys financial condition and results of operations.
The Company relies on third party vendors for a number of key components of its business.
The Company contracts with a number of third party vendors to support its infrastructure. Many of these vendors are large
national companies who are dominant in their area of expertise and would be difficult to quickly replace. Failures of certain vendors to provide services could adversely affect the Companys ability to deliver products and services to its
customers, disrupting its business and causing it to incur significant expense. External vendors also present information security risks.
Slower
than anticipated growth in new branches and new product and service offerings could result in reduced income.
The
Company has placed a strategic emphasis on expanding its branch network and product offerings. Executing this strategy carries risks of slower than anticipated growth both in new branches and new products. New branches and products require a
significant investment of both financial and personnel resources. Lower than expected loan and deposit growth in new investments can decrease anticipated revenues and net income generated by those investments and opening new branches and introducing
new products could result in more additional expenses than anticipated and divert resources from current core operations.
The Company is
substantially dependent on dividends from the Bank for its revenues.
The Company is a separate and distinct legal
entity from the Bank, and it receives substantially all of its revenue from dividends from the Bank. These dividends are the principal source of funds to pay dividends on its common stock and interest and principal on debt. Various federal and state
laws and regulations limit the amount of dividends that the Bank may pay to the Company. In the event the Bank is unable to pay dividends to the Company, it may not be able to pay obligations or pay dividends on the Companys common stock. The
inability to receive dividends from the Bank could have a material adverse effect on the Companys business, prospects, financial condition and results of operations. The information under the heading Supervision and Regulation in
Item 1, Business, provides a discussion about the restrictions governing the Banks ability to transfer funds to the Company.
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Potential acquisitions may disrupt the Companys business and dilute shareholder value.
From time-to-time, the Company evaluates merger
and acquisition opportunities and conducts due diligence activities related to possible transactions with other financial institutions. As a result, merger or acquisition discussions and, in some cases, negotiations may take place, and future
mergers or acquisitions involving cash, debt or equity securities may occur at any time. Acquiring other banks, businesses or branches involves various risks commonly associated with acquisitions, including, among other things:
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potential exposure to unknown or contingent liabilities of the target company;
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exposure to potential asset quality issues of the target company;
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difficulty and expense of integrating the operations and personnel of the target company;
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potential disruption to the Companys business;
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potential diversion of managements time and attention;
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the possible loss of key employees and customers of the target company;
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difficulty in estimating the value of the target company; and
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potential changes in banking or tax laws or regulations that may affect the target company.
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In addition, acquisitions typically involve the payment of a premium over book and market values, and,
therefore, some dilution of the Companys tangible book value and net income per common share may occur in connection with any future transaction. Furthermore, failure to realize the expected revenue increases, cost savings, increases in
geographic or product presence, or other projected benefits from an acquisition could have a material adverse effect on the Companys business, prospects, financial condition and results of operations.
The Company may not be able to attract and retain skilled people.
The Companys success depends in part on its ability to retain key executives and to attract and retain additional
qualified personnel who have experience both in sophisticated banking matters and in operating a bank of the Companys size. Competition for such personnel is strong in the banking industry, and the Company may not be successful in attracting
or retaining the personnel it requires. The unexpected loss of one or more of the Companys key personnel could have a material adverse impact on its business because of their skills, knowledge of the Companys markets, years of industry
experience and the difficulty of promptly finding qualified replacements. The Company expects to effectively compete in this area by offering financial packages that are competitive within the industry.
The Companys information systems may experience an interruption or breach in security. Evolving technologies and the need to protect against and
react to cybersecurity risks and electronic fraud requires significant resources.
The Company relies heavily on
communications and information systems to conduct its business. Furthermore, the Bank provides its customers the ability to bank online. The secure transmission of confidential information over the internet is a critical element of online banking.
The Company needs to invest in information technology to keep pace with technology changes, and while the Company invests amounts it believes will be adequate, it may fail to invest adequate amounts such that the efficiency of information technology
systems fails to meet operational needs. Any failure, interruption or breach in security of these systems could result in failures or disruptions in its customer relationship management, general ledger, deposit, loan and other systems. While the
Company has policies and procedures designed to prevent or limit the effect of the failure, interruption
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or security breach of the Companys information systems, there can be no assurance that any such failures, interruptions or security breaches will be prevented, and if they occur, that they
will be adequately addressed. Additionally, to the extent the Company relies on third party vendors to perform or assist operational functions, the challenge of managing the associated risks becomes more difficult. The occurrence of any failures,
interruptions or security breaches of the Companys information systems could damage its reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny, or expose it to civil litigation and possible
financial liability, any of which could have a material adverse effect on the financial condition and results of operations of the Company.
The
Company continually encounters technological change.
The Companys industry is continually undergoing rapid
technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs. The Companys
future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Companys
operations. Many of the Companys competitors have substantially greater resources to invest in technological improvements. The Company may not be able to effectively implement new technology-driven products and services or be successful in
marketing these products and services to its customers. Failure to successfully keep pace with technological change affecting the Companys industry could have a material adverse impact on its business and, in turn, the Companys financial
condition and results of operations.
The operational functions of business counterparties may experience similar disruptions that could adversely
impact us and over which the Company may have limited or no control.
Over the course of the past few years,
companies such as major retailers have experienced data systems incursions reportedly resulting in the thefts of credit and debit card information, online account information, and other financial data of tens of millions of the retailers
customers. Retailer incursions affect cards issued and deposit accounts maintained by many banks, including the Bank. Although the Bank systems are not breached in retailer incursions, these events can cause the Bank to reissue a significant number
of cards and take other costly steps to avoid significant theft loss to the Bank and its customers. Other possible points of incursion or disruption not within the Banks control include internet service providers, electronic mail portal
providers, social media portals, distant-server (cloud) service providers, electronic data security providers, telecommunications companies, and smart phone manufacturers.
Consumers may decide not to use banks to complete their financial transactions.
While the Company continually attempts to use technology to offer new products and services, at the same time, technology and
other changes are allowing parties to complete financial transactions that historically have involved banks through alternative methods. For example, consumers can now maintain funds in brokerage accounts, mutual funds or use electronic payment
methods such as Apple Pay or PayPal, that would have historically been held as bank deposits. Consumers can also complete transactions such as paying bills or transferring funds directly without the assistance of banks. The process of eliminating
banks as intermediaries, known as disintermediation, could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost deposits
as a source of funds could have a material adverse effect on the Companys financial condition and results of operations.
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Severe weather, natural disasters, acts of war or terrorism and other external events could significantly
impact the Companys business.
The Bank has branches along the coast of Mississippi that are subject to risks
from hurricanes from time to time. Severe weather, natural disasters, acts of war or terrorism, and other adverse external events could have a significant impact on the ability of the Company to conduct business. Such events could affect the
stability of the Companys deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue or cause the Company to incur
additional expenses. The occurrence of any such event could have a material adverse effect on the Companys business, prospects, financial condition and results of operations.
The Company is subject to Accounting Estimate Risks.
The preparation of the Companys consolidated financial statements in conformity with generally accepted accounting
principles requires management to make significant estimates that affect the financial statements. The Companys most critical estimate is the level of the allowance for credit losses. However, other estimates occasionally become highly
significant, especially in volatile situations such as litigation and other loss contingency matters. Estimates are made at specific points in time; as actual events unfold, estimates are adjusted accordingly. Due to the inherent nature of these
estimates, it is possible that, at some time in the future, the Company may significantly increase the allowance for credit losses or sustain credit losses that are significantly higher than the provided allowance, or the Company may make some other
adjustment that will differ materially from the estimates that the Company makes today.
Expense Control could have an effect on the Companys
earnings.
Expenses and other costs directly affect the Companys earnings. The Companys ability
to successfully manage expenses is important to its long-term profitability. Many factors can influence the amount of the Companys expenses, as well as how quickly they grow. As the Companys businesses change or expand, additional
expenses can arise from asset purchases, structural reorganization, evolving business strategies, and changing regulations, among other things. The Company manages expense growth and risk through a variety of means, including actual versus budget
management, imposition of expense authorization, and procurement coordination and processes.
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Risks Associated With the Companys Common Stock
The Companys stock price can be volatile.
Stock price volatility may make it more difficult for you to sell your common stock when you want and at prices you find
attractive. The Companys stock price can fluctuate significantly in response to a variety of factors including, among other things:
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actual or anticipated variations in quarterly results of operations;
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recommendations by securities analysts;
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operating and stock price performance of other companies that investors deem comparable to the Company;
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news reports relating to trends, concerns and other issues in the banking and financial services industry;
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perceptions in the marketplace regarding the Company or its competitors;
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new technology used, or services offered, by competitors;
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significant acquisitions or business combinations, strategic partnerships, joint ventures or capital
commitments by or involving the Company or its competitors;
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failure to integrate acquisitions or realize anticipated benefits from acquisitions;
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changes in government regulations; and
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geopolitical conditions such as acts or threats of terrorism or military conflicts.
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Additionally, general market fluctuations, industry factors and general economic and political conditions and events, such as
economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause the Companys stock price to decrease regardless of operating results.
The trading volume in the Companys common stock is less than that of other larger bank holding companies.
The Companys common stock is listed for trading on NASDAQ Global Market. The average daily trading volume in the
Companys common stock is low, generally less than that of many of its competitors and other larger bank holding companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence
in the marketplace of willing buyers and sellers of the Companys common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which the Company has no control.
Given the lower trading volume of the Companys common stock, significant sales of the Companys common stock, or the expectation of these sales, could cause volatility in the price of the Companys common stock.
An investment in the Companys common stock is not an insured deposit.
The Companys common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any deposit
insurance fund or by any other public or private entity. Investment in the Companys common stock is inherently risky for the reasons described in this Risk Factors section and elsewhere in this report and is subject to the same
market forces that affect the price of common stock in any company. As a result, if you acquire the Companys common stock, you may lose some or all of your investment.
Issuing additional shares of our common stock to acquire other banks, bank holding companies, financial holding companies and/or insurance agencies may
result in dilution for existing shareholders and may adversely affect the market price of our stock.
We may issue,
in the future, shares of our common stock to acquire additional banks, bank holding companies, and other businesses related to the financial services industry that may complement our organizational structure. Resales of substantial amounts of common
stock in the
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public market and the potential of such sales could adversely affect the prevailing market price of our common stock and impair our ability to raise additional capital through the sale of equity
securities. We may be required to pay an acquisition premium above the fair market value of acquired assets for acquisitions. Paying this acquisition premium, in addition to the dilutive effect of issuing additional shares, may also adversely affect
the prevailing market price of our common stock.
We may issue debt or equity securities or securities convertible into equity securities, any of
which may be senior to our common stock as to distributions and in liquidation, which could negatively affect the value of our common stock.
In the future, we may attempt to increase our capital resources by entering into debt or debt-like financing that is unsecured
or secured by all or up to all of our assets, or by issuing additional debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, preferred stock or
securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of our debt and preferred securities would receive a distribution of our available assets before distributions to the holders
of our common stock. Because any decision to incur debt or issue securities in future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future
offerings and debt financings. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future.
The Companys Articles of Incorporation and Bylaws, as well as certain banking laws, may have an anti-takeover effect.
Provisions of the Companys Articles of Incorporation and Bylaws, which are exhibits to this Annual Report on Form 10-K, and the federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire the Company, even if doing so would be perceived to be beneficial to the
Companys shareholders. The combination of these provisions impedes a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of the Companys
common stock.