-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MwkFH8hXlI6R16mzRgG4hSXm0vxrCZGqjzMwMFCsG5i8A9HtwpRbu06Ucuvh3ouh GuprfID9VLQS2+MyoX/WeQ== 0000899243-02-001211.txt : 20020423 0000899243-02-001211.hdr.sgml : 20020423 ACCESSION NUMBER: 0000899243-02-001211 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020423 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS HOLDING CO /MS/ CENTRAL INDEX KEY: 0001075706 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640666512 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15375 FILM NUMBER: 02617882 BUSINESS ADDRESS: STREET 1: P O BOX 209 CITY: PHILADELPHIA STATE: MS ZIP: 39350 BUSINESS PHONE: 6016564692 MAIL ADDRESS: STREET 1: P O BOX 209 CITY: PHILADELPHIA STATE: MS ZIP: 39350 8-K 1 d8k.txt CURRENT REPORT DATED 4/23/2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 April 23, 2002 Date of Report (Date of earliest event reported) CITIZENS HOLDING COMPANY (Exact name of the registrant as specified in its charter) MISSISSIPPI 001-15375 64-0666512 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 521 Main Street, Philadelphia, Mississippi 39350 (Address of principal executive office) (Zip Code) (601) 656-4692 (Registrant's telephone number, including area code) Item 7. Financial Statement and Exhibits. (a) Exhibits Exhibit 99.1 Press Release dated April 23, 2002 Item 9. Regulation FD Disclosure. On April 23, 2002, Citizens Holding Company (the "Company") issued a press release that announced the earnings for the Company for the first quarter of 2002. The press release announcing this acquisition is attached as Exhibit 99.1. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CITIZENS HOLDING COMPANY BY: /s/ Robert T. Smith ------------------------------------ Robert T. Smith Treasurer (Chief Financial Officer) DATE: April 23, 2002 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Press Release dated April 23, 2002 EX-99.1 3 dex991.txt PRESS RELEASE EXHIBIT 99.1 CITIZENS HOLDING COMPANY EARNINGS FOR 2002 UP 12.4% PHILADELPHIA, Miss.--(BUSINESS WIRE)--April 23, 2002--Citizens Holding Company (Amex:CIZ) announced today results of operations for the three months ended March 31, 2002. Net income for the three months ended March 31, 2002 increased 12.4% to $1.545 million, or $0.31 per share-basic and diluted, compared to $1.374 million, or $0.28 per share-basic and $0.27 per share-diluted for the same quarter last year. Net interest income, after the provision for loan losses for the quarter, was approximately 22.8% higher compared to same quarter last year. The net interest margin increased to 4.61% in the first quarter of 2002 from 4.32% in the same period in 2001. Non-interest income grew 12.2% as a result of increased fee income on deposit accounts and other fee income. Non-interest expenses increased as a result of personnel and occupancy costs and amortization expense associated with the Forest and Decatur, Mississippi branches acquired in July 2001, and normal costs increases related to growth of the bank. Total assets as of March 31, 2002 increased $32.6 million, or 7.6%, compared to December 31, 2001. Deposits increased $31.8 million, or 8.8%, as many customers have turned to bank deposits as a more attractive investment. Loans during this period grew $8.9 million, or 3.4%. Steve Webb, Chairman, President and CEO stated, "We are pleased with the increase in net income for the first quarter of 2002. The acquisitions of the Forest and Decatur Branches are complete and they have contributed to the increases in net income along with the improvements in our net interest margin." Adjusted for the three for two split of January 2, 2002, the Company's dividend of $0.12 per share for the first quarter of 2002 represents an increase of 44.6% over the dividends paid in the first quarter of 2001. Citizens Holding Company (the "Company") is a one-bank holding company and the parent company of The Citizens Bank of Philadelphia, both headquartered in Philadelphia, Mississippi. The Bank currently has sixteen banking locations in seven counties in East Central Mississippi. In addition to full service commercial banking, the Company offers mortgage loans, title insurance services through its subsidiary, Title Services, LLC, and a full range of Internet banking services including online banking, bill pay and cash management services for businesses. Internet services are available at the Bank web site, www.thecitizensbankphila.com. Citizens Holding Company stock is listed on the American Stock Exchange and is traded under the symbol CIZ. The Company's transfer agent is American Stock Transfer & Trust Company. This release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this release regarding the Company's financial position, results of operations, business strategies, plans, objectives and expectations for future operations, are forward looking statements. The Company can give no assurances that the assumptions upon which such forward-looking statements are based will prove to have been correct. Such forward-looking statements are subject to certain risks, uncertainties and assumptions. The risks and uncertainties that may affect the operation, performance, development and results of the Company's and the bank's business include, but are not limited to, the following: (a) the risk of adverse changes in business conditions in the banking industry generally and in the specific markets in which the Company operate; (b) changes in the legislative and regulatory environment that negatively impact the Company and bank through increased operating expenses; (c) increased competition from other financial institutions; (d) the impact of technological advances; (e) expectations about the movement of interest rates, including actions that may be taken by the federal Reserve Board in response to changing economic conditions; (f) changes in asset quality and loan demand; (g) expectations about overall economic strength and the performance of the economics in the Company's market area and (h) other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. Should one or more of these risks materialize, or should any such underlying assumptions prove to be significantly different, actual results may vary significantly from those anticipated, estimated, projected or expected. Citizens Holding Company Financial Highlights (amounts in thousands, except per share data) (Unaudited) Three Months and Year-to-Date Ended March 31 2002 2001 -------------------------- Interest income and fees $7,030 $7,267 Interest expense 2,465 3,620 -------------------------- Net interest income 4,565 3,647 Provision for loan losses 234 120 Net interest income after provision for loan losses 4,331 3,527 Non-interest income 1,006 897 Non-interest expense 3,043 2,416 ----------------------------- Net income before taxes 2,294 2,008 Income taxes 749 634 ----------------------------- Net income $1,545 $1,374 ============================= Earnings per share - basic $ 0.31 $ 0.28 ============================= Earnings per share - diluted $ 0.31 $ 0.27 ============================= Average shares outstanding-basic 4,963,125 4,963,125 Average shares outstanding-diluted 4,995,035 4,973,516 As of As of March 31, December 31, 2002 2001 -------------------------------- Balance Sheet Data: Total assets $459,815 $427,213 Total earning assets 416,415 394,315 Loans net of unearned 273,194 264,278 Allowance for loan losses -3,375 -3,375 Total deposits 391,092 359,309 Long term borrowings 16,521 14,629 Shareholders' equity 47,952 47,182 Book value per share $ 9.66 $ 9.51 Dividends paid $ 0.120 $ 0.383 Average Balance Sheet Data: Total assets $441,147 $403,881 Total earning assets 406,904 361,520 Loans net of unearned 269,881 255,185 Total deposits 372,272 327,536 Long term borrowings 16,633 14,815 Shareholders' equity 48,331 47,664 Non-performing assets: Non-accrual loans 1,080 419 Loans 90+ days past due 2,290 2,918 Other real estate owned 577 340 Net charge-off as a percentage average loans 0.09% 0.42% Performance Ratios: Return on average assets 1.40% 1.41% Return on average equity 12.79% 11.98% Net interest margin (tax equivalent) 4.61% 4.32% Contact: Citizens Holding Company, Philadelphia Robert T. Smith, 601/656-4692 Rsmith@netdoor.com -----END PRIVACY-ENHANCED MESSAGE-----