Edgar Filing: CITIZENS HOLDING CO /MS/

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-15375

CITIZENS HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Mississippi

64-0666512

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)


521 Main Street, Philadelphia, MS		39350
(Address of principal executive offices)		(Zip Code)

601-656-4692

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

Number of shares outstanding of each of the issuer’s classes of common stock, as of May 8, 2015:


Title		Outstanding
Common Stock, $0.20 par value		4,877,614

CITIZENS HOLDING COMPANY

INTERIM FINANCIAL STATEMENTS FOR QUARTER ENDED MARCH 31, 2015

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements.	1

	Consolidated Statements of Condition March 31, 2015 (Unaudited) and December 31, 2014 (Audited)	1

	Consolidated Statements of Income Three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited)	2

	Consolidated Statements of Comprehensive Income Three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows Three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited)	4

	Notes to Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	42

Item 4.	Controls and Procedures.	45

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings.*

Item 1A.	Risk Factors.	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.*

Item 3.	Defaults Upon Senior Securities.*

Item 4.	Mine Safety Disclosures.*

Item 5.	Other Information.*

Item 6.	Exhibits.	48

*	None or Not Applicable

SIGNATURES		49

PART I. FINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS.

CITIZENS HOLDING COMPANY

CONSOLIDATED STATEMENTS OF CONDITION


	March 31, 2015 (Unaudited)			December 31, 2014 (Audited)
ASSETS

Cash and due from banks	$	21,474,689		$	22,405,730
Interest bearing deposits with other banks		36,005,356			61,481,223
Investment securities held to maturity, at amortized cost		197,764,661			206,817,169
Investment securities available for sale, at fair value		225,988,455			179,745,130
Loans, net of allowance for loan losses of $6,625,822 in 2015 and $6,542,326 in 2014		399,527,209			384,417,508
Premises and equipment, net		19,013,819			19,240,230
Other real estate owned, net		3,490,295			4,051,561
Accrued interest receivable		4,598,261			3,869,937
Cash value of life insurance		22,501,940			22,347,601
Intangible assets, net		3,149,657			3,149,657
Other assets		12,549,038			13,534,935


TOTAL ASSETS	$	946,063,380		$	921,060,681


LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES
Deposits:
Noninterest-bearing demand	$	144,043,398		$	145,729,932
Interest-bearing NOW and money market accounts		288,968,188			268,567,815
Savings deposits		64,045,789			60,253,788
Certificates of deposit		219,716,488			221,542,359

Total deposits		716,773,863			696,093,894

Securities sold under agreement to repurchase		117,114,240			114,426,770
Federal Home Loan Bank advances		20,000,000			20,000,000
Accrued interest payable		182,387			190,717
Deferred compensation payable		7,325,707			7,209,694
Other liabilities		1,124,617			1,281,820

Total liabilities		862,520,814			839,202,895

SHAREHOLDERS’ EQUITY
Common stock; $.20 par value, 22,500,000 shares authorized, 4,877,614 shares outstanding at March 31, 2015 and December 31, 2014		975,482			975,482
Additional paid-in capital		3,884,717			3,861,717
Retained earnings		86,372,901			85,901,207
Accumulated other comprehensive loss, net of tax benefit of $4,575,070 in 2015 and $5,283,048 in 2014		(7,690,534	)		(8,880,620	)


Total shareholders’ equity		83,542,566			81,857,786


TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	946,063,380		$	921,060,681

The accompanying notes are an integral part of these financial statements.

CITIZENS HOLDING COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	For the Three Months
	Ended March 31,
	2015		2014
INTEREST INCOME
Loans, including fees	$	5,007,560	$	5,043,910
Investment securities		2,668,472		2,896,969
Other interest		30,039		5,049


Total interest income		7,706,071		7,945,928

INTEREST EXPENSE
Deposits		432,153		418,296
Other borrowed funds		319,031		310,563


Total interest expense		751,184		728,859


NET INTEREST INCOME		6,954,887		7,217,069

PROVISION FOR LOAN LOSSES		184,176		361,368


NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		6,770,711		6,855,701

OTHER INCOME
Service charges on deposit accounts		886,784		929,731
Other service charges and fees		531,853		484,437
Other income		333,108		369,312


Total other income		1,751,745		1,783,480


OTHER EXPENSES
Salaries and employee benefits		3,355,303		3,355,837
Occupancy expense		1,299,494		973,062
Other operating expense		1,832,177		2,039,964


Total other expenses		6,486,974		6,368,863


INCOME BEFORE PROVISION FOR INCOME TAXES		2,035,482		2,270,318

PROVISION FOR INCOME TAXES		441,936		473,165


NET INCOME	$	1,593,546	$	1,797,153


NET INCOME PER SHARE -Basic	$	0.33	$	0.37


-Diluted	$	0.33	$	0.37


DIVIDENDS PAID PER SHARE	$	0.23	$	0.22

The accompanying notes are an integral part of these financial statements.

CITIZENS HOLDING COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	For the Three Months
	Ended March 31,
	2015			2014

Net income	$	1,593,546		$	1,797,153

Other comprehensive income

Securities available-for-sale
Unrealized holding gains		954,036			9,518,544
Income tax effect		(355,856	)		(3,550,417	)

		598,180			5,968,127

Securities transferred from available-for-sale to held-to-maturity
Amortization of net unrealized losses during the period		944,029			—
Income tax effect		(352,122	)		—

		591,907			—


Total other comprehensive income		1,190,087			5,968,127


Comprehensive income	$	2,783,633		$	7,765,280

The accompanying notes are an integral part of these financial statements.

CITIZENS HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Three Months
	Ended March 31,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES

Net cash provided by operating activities	$	1,448,541		$	1,322,675

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of securities available for sale		11,369,636			968,065
Proceeds from maturities and calls of securities held to maturity		10,000,000			—
Purchases of investment securities available for sale		(56,842,228	)		—
Purchases of bank premises and equipment		(24,149	)		(676,990	)
Increase (decrease) in interest bearing deposits with other banks		25,475,867			(100,548	)
Proceeds from sale of other real estate		626,440			47,434
Redemption of Federal Home Loan Bank Stock		150,700			—
Net (increase) decrease in loans		(15,381,437	)		1,849,358


Net cash used by investing activities		(24,625,171	)		2,087,319

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		20,679,970			32,434,926
Net change in securities sold under agreement to repurchase		2,687,470			(17,949,056	)
Increase in Federal Home Loan Bank advances		—			10,000,000
Decrease in federal funds purchased		—			(22,900,000	)
Payment of dividends		(1,121,851	)		(1,073,075	)


Net cash (used by) provided by financing activities		22,245,589			512,795


Net (decrease) increase in cash and due from banks		(931,041	)		3,922,789

Cash and due from banks, beginning of period		22,405,730			16,040,195


Cash and due from banks, end of period	$	21,474,689		$	19,962,984

The accompanying notes are an integral part of these financial statements.

CITIZENS HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of and for the three months ended March 31, 2015

(Unaudited)

Note 1.

Basis of Presentation

These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The interim consolidated financial statements are unaudited and reflect all adjustments and reclassifications, which, in the opinion of management, are necessary for a fair presentation of the results of operations and financial condition as of and for the interim periods presented. All adjustments and reclassifications are of a normal and recurring nature. Results for the period ended March 31, 2015 are not necessarily indicative of the results that may be expected for any other interim periods or for the year as a whole.

The interim consolidated financial statements of Citizens Holding Company include the accounts of its wholly-owned subsidiary, The Citizens Bank of Philadelphia (the “Bank” and collectively with Citizens Holding Company, the “Corporation”). All significant intercompany transactions have been eliminated in consolidation.

For further information and significant accounting policies of the Corporation, see the Notes to Consolidated Financial Statements of Citizens Holding Company included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 13, 2015.

Note 2.

Commitments and Contingent Liabilities

In the ordinary course of business, the Corporation enters into commitments to extend credit to its customers. The unused portion of these commitments is not reflected in the accompanying financial statements. As of March 31, 2015, the Corporation had entered into loan commitments with certain customers with an aggregate unused balance of $45,660,580 compared to an aggregate unused balance of $50,242,705 at December 31, 2014. There was $2,664,480 of letters of credit outstanding at March 31, 2015 and $2,855,480 at December 31, 2014. The fair value of such contracts is not considered material because letters of credit and loan commitments often are not used in their entirety, if at all, before they expire. The balances of such letters and commitments should not be used to project actual future liquidity requirements. However, the Corporation does incorporate expectations about the level of draws under its credit-related commitments into its asset and liability management program.

The Corporation is a party to lawsuits and other claims that arise in the ordinary course of business, all of which are being vigorously contested. In the regular course of business, management evaluates estimated losses or costs related to litigation, and provisions are made for anticipated losses whenever management believes that such losses are probable and can be reasonably estimated. At the present time, management believes, based on the advice of legal counsel, that the final resolution of pending legal proceedings will not likely have a material impact on the Corporation’s consolidated financial condition or results of operations.

Note 3.

Net Income per Share

Net income per share - basic has been computed based on the weighted average number of shares outstanding during each period. Net income per share - diluted has been computed based on the weighted average number of shares outstanding during each period plus the dilutive effect of outstanding stock options using the treasury stock method. Net income per share was computed as follows:


	For the Three Months
	Ended March 31,
	2015		2014

Basic weighted average shares outstanding		4,876,114		4,870,114
Dilutive effect of granted options		599		450


Diluted weighted average shares outstanding		4,876,713		4,870,564


Net income	$	1,593,546	$	1,797,153
Net income per share-basic	$	0.33	$	0.37
Net income per share-diluted	$	0.33	$	0.37

Note 4.

Equity Compensation Plans

Prior to the adoption of the 2013 Plan, as defined below, the Corporation utilized two stock-based compensation plans, the 1999 Directors’ Stock Compensation Plan (the “Directors’ Plan”) for directors, and prior to its expiration, the 1999 Employees’ Long-Term Incentive Plan (the “Employees’ Plan”) for employees.

The following table is a summary of the stock option activity for the three months ended March 31, 2015.


	Directors’ Plan				Employees’ Plan					2013 Plan
			Weighted					Weighted				Weighted
	Number		Average		Number			Average		Number		Average
	of		Exercise		of			Exercise		of		Exercise
	Shares		Price		Shares			Price		Shares		Price

Outstanding at December 31, 2014		96,000	$	21.23		46,500		$	22.14		—	$	—
Granted		—		—		—			—		—		—
Exercised		—		—		—			—		—		—
Expired		—		—		(22,000	)		21.05		—		—


Outstanding at March 31, 2015		96,000	$	21.23		24,500		$	23.13		—	$	—

The intrinsic value of options granted under the Directors’ Plan at March 31, 2015, was $3,840, the intrinsic value of options granted under the Employees’ Plan at March 31, 2015, was $480, and since there were no options granted under the 2013 Plan, the intrinsic value for the 2013 Plan is $0 for a total intrinsic value at March 31, 2015, of $4,320.

The Corporation has adopted the 2013 Incentive Compensation Plan (the “2013 Plan”), which the Corporation intends to use for all future equity grants to employees, directors or consultants until the termination or expiration of the 2013 Plan. During the quarter ended March 31, 2014, the Corporation’s directors received restricted stock grants totaling 7,500 shares of common stock. These grants vested over a one-year period ending March 13, 2015 during which time the recipients had rights to vote the shares and to receive dividends. The grant date fair value of these shares was $138,000 and was recognized over the one year restriction period at a cost of $11,500 per month less deferred taxes of $4,290 per month.

Note 5.

Income Taxes

The income tax topic of the Accounting Standards Codification (“ASC”) defines the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing authority. This topic also provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any related interest and penalties, and includes guidance concerning accounting for income tax uncertainties in interim periods. As of March 31, 2015, the Corporation had no unrecognized tax benefits related to federal and state income tax matters. Therefore, the Corporation does not anticipate any material increase or decrease in the effective tax rate during 2015 relative to any tax positions taken. It is the Corporation’s policy to recognize interest or penalties related to income tax matters in income tax expense.

The Corporation files a consolidated United States federal income tax return. The Corporation is currently open to audit under the statute of limitations by the Internal Revenue Service for all tax years after 2011. The Corporation’s consolidated state income tax returns are also open to audit under the statute of limitations for the same period.

Note 6.

Securities

The amortized cost and estimated fair value of securities available-for-sale and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:


March 31, 2015	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Securities available-for-sale
Obligations of U.S. Government agencies	$	67,999,518	$	12,513	$	800,489	$	67,211,542
Mortgage-backed securities		66,069,711		867,567		413,071		66,524,207
State, County, Municipals		86,628,987		3,109,851		331,074		89,407,764
Other investments		2,983,535		—		138,593		2,844,942

Total	$	223,681,751	$	3,989,931	$	1,683,227	$	225,988,455


December 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Securities available-for-sale
Obligations of U.S. Government agencies	$	77,996,980	$	—	$	2,035,905	$	75,961,075
Mortgage-backed securities		12,501,990		824,844		—		13,326,834
State, County, Municipals		84,896,091		3,048,489		360,082		87,584,498
Other investments		2,997,401		—		124,678		2,872,723

Total	$	178,392,462	$	3,873,333	$	2,520,665	$	179,745,130

During the quarter ended June 30, 2014, the Corporation transferred securities with an amortized cost of $222,322,423 from available-for-sale to held-to-maturity. This transfer was completed after consideration of the Corporation’s ability and intent to hold these securities to maturity.

The fair value of the securities transferred as of the date of transfer was $205,260,985 with a net unrealized loss of $17,061,438. In accordance with ASC 320-10-35-16, the discount on each security that resulted from this transfer is amortized over the remaining lives of the individual securities. Any unrealized holding losses on the date of the transfer are not recognized in net income but remain in accumulated other comprehensive loss. In accordance with ASC 320-10-15-10d, the unrealized loss amounts in accumulated other comprehensive loss are amortized simultaneously against interest income as the discount is accreted on the transferred securities. There is no effect on net income as the discount accretion offsets the accumulated other comprehensive loss amortization.

The amortized cost and estimated fair value of securities held-to-maturity and the corresponding amounts of gross unrecognized gains and losses were as follows:


March 31, 2015	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Securities held-to-maturity
Obligations of U.S. Government agencies	$	197,764,661	$	12,781,952	$	—	$	210,546,613

Total	$	197,764,661	$	12,781,952	$	—	$	210,546,613


December 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Securities held-to-maturity
Obligations of U.S. Government agencies	$	206,817,169	$	9,928,269	$	—	$	216,745,438

Total	$	206,817,169	$	9,928,269	$	—	$	216,745,438

The amortized cost and estimated fair value of securities by contractual maturity at March 31, 2015 and December 31, 2014 are shown below. Actual maturities may differ from contractual maturities because issuers have the right to call or prepay certain obligations.


	March 31, 2015				December 31, 2014
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Available-for-sale

Due in one year or less	$	8,019,077	$	8,123,850	$	3,619,965	$	3,644,097
Due after one year through five years		11,316,260		11,624,394		11,886,005		12,165,884
Due after five years through ten years		70,843,803		71,430,278		73,014,502		72,750,584
Due after ten years		133,502,611		134,809,933		89,871,990		91,184,565


Total	$	223,681,751	$	225,988,455	$	178,392,462	$	179,745,130


Held-to-maturity

Due after five years through ten years	$	27,646,986	$	29,014,440	$	27,599,235	$	28,395,635
Due after ten years		170,117,675		181,532,173		179,217,934		188,349,803


Total	$	197,764,661	$	210,546,613	$	206,817,169	$	216,745,438

The tables below show the Corporation’s gross unrealized losses and fair value of available-for-sale and held-to-maturity investments, aggregated by investment category and length of time that individual investments were in a continuous loss position at March 31, 2015 and December 31, 2014.

A summary of unrealized loss information for securities available-for-sale, categorized by security type follows (in thousands):


March 31, 2015	Less than 12 months				12 months or more				Total
Description of Securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

Obligations of U. S. Government agencies	$	—	$	—	$	56,703	$	800	$	56,703	$	800
Mortgage backed securities		48,742		413		—		—		48,742		413
State, County, Municipal		1,392		8		12,560		323		13,952		331
Other investments		—		—		2,845		139		2,845		139


Total	$	50,134	$	421	$	72,108	$	1,262	$	122,242	$	1,683


December 31, 2014	Less than 12 months				12 months or more				Total
Description of Securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

Obligations of U. S. Government agencies	$	—	$	—	$	75,961	$	2,036	$	75,961	$	2,036
Mortgage backed securities		—		—		—		—		—		—
State, County, Municipal		697		3		14,980		357		15,677		360
Other investments		—		—		2,873		125		2,873		125


Total	$	697	$	3	$	93,814	$	2,518	$	94,511	$	2,521

The Company’s unrealized losses on its Obligations of United States Government agencies, Mortgage backed securities and State, County and Municipal bonds are the result of an upward trend in interest rates, mainly in the mid-term sector. None of the unrealized losses disclosed in the previous table are related to credit deterioration. The Company has determined that none of the securities in this classification are other-than-temporarily impaired at March 31, 2015 or at December 31, 2014.

The Company’s unrealized loss on other investments relates to an investment in a pooled trust preferred security. The decline in value of the pooled trust preferred security is related to the deterioration of the markets for these types of securities brought about by the lowered credit ratings and past deferrals and defaults of the underlying issuing financial institutions. The Company owns a senior tranche of this security and therefore has a higher degree of which future deferrals and defaults would be required before the cash flow for the Company’s tranche is negatively impacted. The Company does not intend to sell this security and it is not more likely than not that the Company will be required to sell at a price less than amortized cost prior to maturity. Given these factors, the Company does not consider the investment to be other-than-temporarily impaired at March 31, 2015 or December 31, 2014.

Note 7.

Loans

The composition of net loans (in thousands) at March 31, 2015 and December 31, 2014 is as follows:


	March 31, 2015			December 31, 2014

Real Estate:
Land Development and Construction	$	42,887		$	43,233
Farmland		25,868			26,463
1-4 Family Mortgages		106,177			104,170
Commercial Real Estate		159,484			151,746

Total Real Estate Loans		334,416			325,612

Business Loans:
Commercial and Industrial Loans		45,576			38,333
Farm Production and Other Farm Loans		1,081			1,035

Total Business Loans		46,657			39,368

Consumer Loans:
Credit Cards		974			1,075
Other Consumer Loans		24,781			25,440

Total Consumer Loans		25,755			26,515


Total Gross Loans		406,828			391,495

Unearned income		(675	)		(535	)
Allowance for loan losses		(6,626	)		(6,542	)


Loans, net	$	399,527		$	384,418

Loans are considered to be past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status, when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on non-accrual status regardless of whether such loans are considered past due. When interest accruals are discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Period-end, non-accrual loans (in thousands), segregated by class, were as follows:


	March 31, 2015		December 31, 2014

Real Estate:
Land Development and Construction	$	582	$	92
Farmland		208		222
1-4 Family Mortgages		2,110		1,905
Commercial Real Estate		9,910		9,444

Total Real Estate Loans		12,810		11,663

Business Loans:
Commercial and Industrial Loans		141		70

Total Business Loans		141		70

Consumer Loans:
Other Consumer Loans		93		133

Total Consumer Loans		93		133


Total Non-Accrual Loans	$	13,044	$	11,854

An aging analysis of past due loans (in thousands), segregated by class, as of March 31, 2015, was as follows:


	Loans 30-89 Days Past Due		Loans 90 or more Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or more Days Past Due
Real Estate:
Land Development and Construction	$	296	$	320	$	616	$	42,271	$	42,877	$	—
Farmland		316		70		386		25,482		25,868		70
1-4 Family Mortgages		4,600		632		5,232		100,945		106,177		93
Commercial Real Estate		2,393		4,585		6,978		152,506		159,484		51

Total Real Estate Loans		7,605		5,607		13,212		321,204		334,416		214

Business Loans:
Commercial and Industrial Loans		156		—		231		45,345		45,576		—
Farm Production and Other Farm Loans		—		—		—		1,081		1,081		—

Total Business Loans		156		—		231		46,426		46,657		—

Consumer Loans:
Credit Cards		30		2		32		942		974		2
Other Consumer Loans		668		2		670		24,111		24,781		1

Total Consumer Loans		698		4		702		25,053		25,755		3


Total Loans	$	9,059	$	5,686	$	14,145	$	392,683	$	406,828	$	215

An aging analysis of past due loans (in thousands), segregated by class, as of December 31, 2014 was as follows:


	Loans 30-89 Days Past Due		Loans 90 or more Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or more Days Past Due
Real Estate:
Land Development and Construction	$	578	$	—	$	578	$	42,655	$	43,233	$	—
Farmland		889		17		906		25,557		26,463		—
1-4 Family Mortgages		4,606		837		5,443		98,727		104,170		131
Commercial Real Estate		2,211		4,471		6,682		145,064		151,746		724

Total Real Estate Loans		8,284		5,325		13,609		312,003		325,612		855


Business Loans:
Commercial and Industrial Loans		115		3		118		38,215		38,333		3
Farm Production and other Farm Loans		22		—		22		1,013		1,035		—

Total Business Loans		137		3		140		39,228		39,368		3


Consumer Loans:
Credit Cards		27		6		33		1,042		1,075		6
Other Consumer Loans		1,179		53		1,232		24,208		25,440		16

Total Consumer Loans		1,206		59		1,265		25,250		26,515		22


Total Loans	$	9,627	$	5,387	$	15,014	$	376,481	$	391,495	$	880

Loans are considered impaired when, based on current information and events, it is probable the Corporation will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. In determining which loans to evaluate for impairment, management looks at past due loans, bankruptcy filings and any situation that might lend itself to cause a borrower to be unable to repay the loan according to the original agreement terms. If a loan is determined to be impaired and the collateral is deemed to be insufficient to fully repay the loan, a specific reserve will be established. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans or portions thereof, are charged-off when deemed uncollectible.

Impaired loans (in thousands) as of March 31, 2015 and December 31, 2014, segregated by class, are as follows:


March 31, 2015	Unpaid Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Real Estate:
Land Development and Construction	$	582	$	495	$	87	$	582	$	87	$	339
Farmland		758		93		665		758		108		1,323
1-4 Family Mortgages		2,755		1,897		858		2,755		143		2,973
Commercial Real Estate		9,909		1,670		8,239		9,909		1,667		10,412

Total Real Estate Loans		14,004		4,155		9,849		14,004		2,005		15,047

Business Loans:
Commercial and Industrial Loans		141		106		35		141		25		110

Total Business Loans		141		106		35		141		25		110

Consumer Loans:
Other Consumer Loans		93		93		—		93		—		111

Total Consumer Loans		93		93		—		93		—		111


Total Loans	$	14,238	$	4,354	$	9,884	$	14,238	$	2,030	$	15,268


December 31, 2014	Unpaid Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
Real Estate:
Land Development and Construction	$	92	$	—	$	92	$	92	$	92	$	114
Farmland		798		104		694		798		108		575
1-4 Family Mortgages		2,554		1,685		869		2,554		143		2,210
Commercial Real Estate		9,444		895		8,549		9,444		1,642		9,169

Total Real Estate Loans		12,888		2,684		10,204		12,888		1,985		12,068


Business Loans:
Commercial and Industrial Loans		70		30		40		70		40		1,147
Farm Production and other Farm Loans		—		—		—		—		—		—

Total Business Loans		70		30		40		70		40		1,147


Consumer Loans:
Other Consumer Loans		121		121		—		121		—		120

Total Consumer Loans		121		121		—		121		—		120


Total Loans	$	13,079	$	2,835	$	10,244	$	13,079	$	2,025	$	13,335

The following table presents troubled debt restructurings (in thousands, except for number of loans), segregated by class:


March 31, 2015	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Commercial real estate		4	$	6,850	$	4,648


Total		4	$	6,850	$	4,648


December 31, 2014	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Commercial real estate		4	$	6,850	$	4,741


Total		4	$	6,850	$	4,741

Changes in the Corporation’s troubled debt restructurings (in thousands, except for number of loans) are set forth in the table below:


	Number of Loans		Recorded Investment
Totals at January 1, 2015		4	$	4,741
Reductions due to:
Principal paydowns				(93	)


Total at March 31, 2015		4	$	4,648

The allocated allowance for loan losses attributable to restructured loans was $174,274 at March 31, 2015 and December 31, 2014. The Corporation had no remaining availability under commitments to lend additional funds on these troubled debt restructuring as of March 31, 2015.

The Corporation utilizes a risk grading matrix to assign a risk grade to each of its loans when originated and is updated as factors related to the strength of the loan changes. Loans are graded on a scale of 1 to 9. A description of the general characteristics of the 9 risk grades is as follows.

Grade 1. MINIMAL RISK - These loans are without loss exposure to the Corporation. This classification is reserved for only the best, well secured loans to borrowers with significant capital strength, low leverage, stable earnings and growth and other readily available financing alternatives. This type of loan would also include loans secured by a program of the government.

Grade 2. MODEST RISK - These loans include borrowers with solid credit quality and moderate risk of loss. These loans may be fully secured by certificates of deposit with another reputable financial institution, or secured by readily marketable securities with acceptable margins.

Grade 3. AVERAGE RISK - This is the rating assigned to the majority of the loans held by the Corporation. This includes loans with average loss exposure and average overall quality. These loans should liquidate through possessing adequate collateral and adequate earnings of the borrower. In addition, these loans are properly documented and are in accordance with all aspects of the current loan policy.

Grade 4. ACCEPTABLE RISK - Borrower generates sufficient cash flow to fund debt service but most working asset and capital expansion needs are provided from external sources. Profitability and key balance sheet ratios are usually close to peers but one or more may be higher than peers.

Grade 5. MANAGEMENT ATTENTION - Borrower has significant weaknesses resulting from performance trends or management concerns. The financial condition of the borrower has taken a negative turn and may be temporarily strained. Cash flow is weak but cash reserves remain adequate to meet debt service. Management weakness is evident.

Grade 6. OTHER LOANS ESPECIALLY MENTIONED (OLEM) - Loans in this category are fundamentally sound but possess some weaknesses. OLEM loans have potential weaknesses which may, if not checked or corrected, weaken the asset or inadequately protect the bank’s credit position at some future date. These loans have an identifiable weakness in credit, collateral, or repayment ability but there is no expectation of loss.

Grade 7. SUBSTANDARD ASSETS - Assets classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets classified as substandard must have a well-defined weakness based upon objective evidence. Assets classified as substandard are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. The possibility that liquidation would not be timely requires a substandard classification even if there is little likelihood of total loss.

Grade 8. DOUBTFUL - A loan classified as doubtful has all the weaknesses of a substandard classification and the added characteristic that the weakness makes collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable or

improbable. The possibility of loss is extremely high, but because of certain important and reasonable specific pending factors which may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined. A doubtful classification could reflect the fact that the primary source of repayment is gone and serious doubt exists as to the quality of a secondary source of repayment.

Grade 9. LOSS - Loans classified loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may occur in the future. Also included in this classification is the defined loss portion of loans rated substandard assets and doubtful assets.

These internally assigned grades are updated on a continual basis throughout the course of the year and represent management’s most updated judgment regarding grades at March 31, 2015.

The following table details the amount of gross loans (in thousands), segregated by loan grade and class, as of March 31, 2015:


Grades	Satisfactory 1, 2, 3, 4		Special Mention 5, 6		Substandard 7		Doubtful 8		Loss 9		Total Loans
Real Estate:
Land Development and Construction	$	40,822	$	218	$	1,847	$	—	$	—	$	42,887
Farmland		23,325		862		1,680		—		—		25,868
1-4 Family Mortgages		88,749		5,139		12,289		—		—		106,177
Commercial Real Estate		132,616		13,723		13,145		—		—		159,484

Total Real Estate Loans		285,513		19,942		28,961		—		—		334,416

Business Loans:
Commercial and Industrial Loans		45,102		237		237		—		—		45,576
Farm Production and Other Farm Loans		1,081		—		—		—		—		1,081

Total Business Loans		46,183		237		237		—		—		46,657

Consumer Loans:
Credit Cards		972		—		2		—		—		974
Other Consumer Loans		24,260		181		308		32		—		24,781

Total Consumer Loans		25,232		181		310		32		—		25,755


Total Loans	$	356,928	$	20,360	$	29,508	$	32	$	—	$	406,828

The following table details the amount of gross loans (in thousands) segregated by loan grade and class, as of December 31, 2014:


Grades	Satisfactory 1, 2, 3, 4		Special Mention 5, 6		Substandard 7		Doubtful 8		Loss 9		Total Loans
Real Estate:
Land Development and Construction	$	41,431	$	424	$	1,378	$	—	$	—	$	43,233
Farmland		23,993		708		1,762		—		—		26,463
1-4 Family Mortgages		86,969		5,351		11,850		—		—		104,170
Commercial Real Estate		126,881		13,558		11,307		—		—		151,746

Total Real Estate Loans		279,274		20,041		26,297		—		—		325,612


Business Loans:
Commercial and Industrial Loans		37,890		232		211		—		—		38,333
Farm Production and other Farm Loans		1,035		0		—		—		—		1,035

Total Business Loans		38,925		232		211		—		—		39,368


Consumer Loans:
Credit Cards		1,069		—		6		—		—		1,075
Other Consumer Loans		24,889		177		358		16		—		25,440

Total Consumer Loans		25,958		177		364		16		—		26,515


Total Loans	$	344,157	$	20,450	$	26,872	$	16	$	—	$	391,495

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio.

The allowance on the majority of the loan portfolio is calculated using a historical chargeoff percentage applied to the current loan balances by loan segment. This historical period is the average of the previous twenty quarters with the most current quarters weighted more heavily to show the effect of the most recent chargeoff activity. This percentage is also adjusted for economic factors such as local unemployment and general business conditions, both local and nationwide.

The group of loans that are considered to be impaired are individually evaluated for possible loss and a specific reserve is established to cover any loss contingency. Loans that are determined to be a loss with no benefit of remaining in the portfolio are charged off to the allowance. These specific reserves are reviewed periodically for continued impairment and adequacy of the specific reserve and adjusted when necessary.

The following table details activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2015:


	Real			Business
March 31, 2015	Estate			Loans			Consumer		Total

Beginning Balance, January 1, 2015	$	5,202,151		$	873,815		$	466,360	$	6,542,326

Provision for possible loan losses		(70,244	)		161,169			93,251		184,176

Chargeoffs		95,199			—			56,127		151,326

Recoveries		32,298			3,974			14,374		50,646


Net Chargeoffs		62,901			(3,974	)		41,753		100,680


Ending Balance	$	5,069,006		$	1,038,958		$	517,858	$	6,625,822


Period end allowance allocated to:
Loans individually evaluated for impairment	$	2,005,196		$	25,000		$	—	$	2,030,196

Loans collectively evaluated for impairment		3,063,810			1,013,958			517,858		4,595,626


Ending Balance, March 31, 2015	$	5,069,006		$	1,038,958		$	517,858	$	6,625,822

The following table details activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2014:


	Real		Business
March 31, 2014	Estate		Loans		Consumer			Total

Beginning Balance, January 1, 2014	$	4,705,753	$	2,767,409	$	604,337		$	8,077,499

Provision for possible loan losses		239,280		139,578		(17,490	)		361,368

Chargeoffs		61,040		22,760		35,540			119,340

Recoveries		15,155		2,283		24,607			42,045


Net Chargeoffs		45,885		20,477		10,933			77,295


Ending Balance, March 31, 2014	$	4,899,148	$	2,886,510	$	575,914		$	8,361,572


Period end allowance allocated to:
Loans individually evaluated for impairment	$	1,075,733	$	1,560,619	$	—		$	2,636,352

Loans collectively evaluated for impairment		3,823,415		1,325,891		575,914			5,725,220


Ending Balance, March 31, 2014	$	4,899,148	$	2,886,510	$	575,914		$	8,361,572

The Corporation’s recorded investment in loans as of March 31, 2015 and December 31, 2014 related to each balance in the allowance for possible loan losses by portfolio segment and disaggregated on the basis of the Corporation’s impairment methodology was as follows (in thousands):


	Real		Business
March 31, 2015	Estate		Loans		Consumer		Total

Loans individually evaluated for specific impairment	$	14,004	$	141	$	93	$	14,238

Loans collectively evaluated for general impairment		320,412		46,516		25,662		392,590


	$	334,416	$	46,657	$	25,755	$	406,828


	Real		Business
December 31, 2014	Estate		Loans		Consumer		Total

Loans individually evaluated for specific impairment	$	12,888	$	70	$	121	$	13,079

Loans collectively evaluated for general impairment		312,724		39,298		26,394		378,416


	$	325,612	$	39,268	$	26,515	$	391,495

Note 8.

Fair Value of Financial Instruments

The fair value topic of the ASC establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. This topic clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. This topic also requires disclosure about how fair value was determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:


Level 1		Quoted prices in active markets for identical assets or liabilities;

Level 2		Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or

Level 3		Unobservable inputs, such as discounted cash flow models or valuations.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table presents assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2015:


	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Totals
Securities available for sale
Obligations of U.S. Government Agencies	$	—	$	67,211,542	$	—	$	67,211,542
Mortgage-backed securities		—		66,524,207		—		66,524,207
State, county and municipal obligations		—		89,407,764		—		89,407,764
Other investments		—		—		2,844,942		2,844,942

Total	$	—	$	223,143,513	$	2,844,942	$	225,988,455

The following table presents assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2014:


	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Totals
Securities available for sale
Obligations of U.S. Government Agencies	$	—	$	75,961,075	$	—	$	75,961,075
Mortgage-backed securities		—		13,326,834		—		13,326,834
State, county and municipal obligations		—		87,584,498		—		87,584,498
Other investments		—		—		2,872,723		2,872,723

Total	$	—	$	176,872,407	$	2,872,723	$	179,745,130

The following table reports the activity for 2015 in assets measured at fair value on a recurring basis using significant unobservable inputs.


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Structured Financial Product

Balance at January 1, 2015	$	2,872,723

Principal payments received		(15,731	)
Unrealized losses included in other comprehensive income		(12,050	)


Balance at March 31, 2015	$	2,844,942

The Corporation recorded no gains or losses in earnings for the period that were attributable to the change in unrealized gains or losses relating to assets still held at the reporting date.

For assets measured at fair value on a nonrecurring basis during 2015 that were still held in the balance sheet at March 31, 2015, the following table provides the hierarchy level and the fair value of the related assets:


	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Totals

Impaired loans	$	—	$	—	$	7,665,735	$	7,665,735
Other real estate owned		—		—		—		—


Total	$	—	$	—	$	7,665,735	$	7,665,735

For assets measured at fair value on a nonrecurring basis during 2014 that were still held in the balance sheet at December 31, 2014, the following table provides the hierarchy level and the fair value of the related assets:


	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Totals

Impaired loans	$	—	$	—	$	8,782,923	$	8,782,923
Other real estate owned		—		—		645,468		645,468


Total	$	—	$	—	$	9,428,391	$	9,428,391

Impaired loans with a carrying value of $11,021,776 and $10,243,082 had an allocated allowance for loan losses of $2,030,196 and $2,024,754 at March 31, 2015 and December 31, 2014, respectively. The allocated allowance is based on the carrying value of the impaired loan and the fair value of the underlying collateral less estimated costs to sell.

Other real estate owned (“OREO”) acquired during the three-month period ended March 31, 2015, and recorded at fair value, less costs to sell, was $87,560, none of which was acquired and sold during this period. There were no writedowns during the period on properties owned. OREO acquired during 2014 and recorded at fair value, less costs to sell, was $2,874,173. Additional writedowns during 2014 on OREO acquired in previous years was $694,207.

The financial instruments topic of the ASC requires disclosure of financial instruments’ fair values, as well as the methodology and significant assumptions used in estimating fair values. In cases where quoted market prices are not available, fair values are based on estimates using

present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The financial instruments topic of the ASC excludes certain financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Corporation and may not be indicative of amounts that might ultimately be realized upon disposition or settlement of those assets and liabilities.

The following represents the carrying value and estimated fair value of the Corporation’s financial instruments at March 31, 2015, and December 31, 2014:


			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant		Total
	Carrying		Identical		Observable		Unobservable		Fair
March 31, 2015	Value		Assets		Inputs		Inputs		Value
			(Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and due from banks	$	21,474,689	$	21,474,689	$	—	$	—	$	21,474,689
Interest bearing deposits with banks		36,005,356		36,005,356		—		—		36,005,356
Securities held-to-maturity		197,764,661				210,546,613				210,546,613
Securities available-for-sale		225,988,455		—		223,143,513		2,844,942		225,988,455
Net loans		399,527,209		—		—		401,946,436		401,946,436

Financial liabilities
Deposits	$	716,773,863	$	497,057,375	$	—	$	219,942,297	$	716,999,672
Federal Home Loan Bank advances		20,000,000		—		—		20,837,189		20,837,189
Securities Sold under Agreement to Repurchase		117,114,240		117,114,240		—		—		117,114,240


			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant		Total
	Carrying		Identical		Observable		Unobservable		Fair
December 31, 2014	Value		Assets		Inputs		Inputs		Value
			(Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and due from banks	$	22,405,730	$	22,405,730	$	—	$	—	$	22,405,730
Interest bearing deposits with banks		61,481,223		61,481,223		—		—		61,481,223
Securities available-for-sale		179,745,130		—		176,872,407		2,872,723		179,745,130
Securities held-to-maturity		206,817,168		—		216,745,438		—		216,745,438
Net loans		384,417,508		—		—		386,206,117		386,206,117

Financial liabilities
Deposits	$	696,093,894	$	474,551,535	$	—	$	221,685,000	$	696,236,535
Federal Home Loan Bank advances		20,000,000		—		—		20,804,047		20,804,047
Securities Sold under Agreement to Repurchase		114,426,770		114,426,770		—		—		114,426,770

The fair value estimates, methods and assumptions used by the Corporation in estimating its fair value disclosures for financial statements were as follows:

Cash and Due from Banks and Interest Bearing Deposits with Banks

The carrying amounts reported in the balance sheet for these instruments approximate fair value because of their immediate and shorter-term maturities, which are considered to be three months or less when purchased.

Securities Held-to-Maturity

Securities held-to-maturity consists of debt securities such as obligations of states and other political subdivisions. Where quoted market prices in active markets are available, securities are classified within Level 1 of the fair value hierarchy. If quoted prices from active markets are not available, fair values are based on quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active, or model-based valuation techniques where all significant assumptions are observable in the market. Such instruments are classified within Level 2 of the fair value hierarchy. When assumptions used in model-based valuation techniques are not observable in the market, the assumptions used by management reflect estimates of assumptions used by other market participants in determining fair value. When there is limited transparency around the inputs to the valuation, the instruments are classified within Level 3 of the fair value hierarchy.

Securities Available-for-Sale

Fair values for investment securities are based on quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments (Level 2). When neither quoted prices nor comparable instruments are available, unobservable inputs are needed to form an expected future cash flow analysis to establish fair values (Level 3).

The Corporation owns certain beneficial interests in one collateralized debt obligation secured by community bank trust preferred securities. These interests do not trade in a liquid market, and therefore, market quotes are not a reliable indicator of their ultimate realizability. The Corporation utilizes a discounted cash flow model using inputs of (1) market yields of trust-preferred securities as the discount rate and (2) expected cash flows which are estimated using assumptions related to defaults, deferrals and prepayments to determine the fair values of these beneficial interests. Many of the factors that adjust the timing and extent of cash flows are based on judgment and not directly observable in the markets. Therefore, these fair values are classified as Level 3 valuations for accounting and disclosure purposes. Since observable transactions in these securities are extremely rare, the Corporation uses assumptions that a market participant would use in valuing these instruments. These assumptions primarily include cash flow estimates and market discount rates. The cash flow estimates are sensitive to the assumptions related to the ability of the issuers to pay the underlying trust preferred securities according to their terms. The market discount rates depend on transactions, which are rare given the lack of interest of investors in these types of beneficial interests.

Net Loans

For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for other loans (i.e., commercial real estate and rental property mortgage loans, commercial and industrial loans, financial institution loans, and agricultural loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

Deposits

The fair values for demand deposits, NOW and money market accounts and savings accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts for variable-rate, fixed-term money market accounts and time deposits approximate their fair values at the reporting date. Fair values for fixed-rate time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Federal Home Loan Bank (FHLB) Borrowings

The fair value of FHLB advances is based on a discounted cash flow analysis.

Securities Sold Under Agreement to Repurchase

Due to the short term nature of these instruments, which is generally three months or less, the carrying amount is equal to the fair value.

Off-Balance Sheet Instruments

The fair value of commitments to extend credit and letters of credit are estimated using fees currently charged to enter into similar agreements. The fees associated with these financial instruments are not material.

CITIZENS HOLDING COMPANY

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD LOOKING STATEMENTS

In addition to historical information, this Quarterly Report contains statements that constitute forward-looking statements and information 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, which are based on management’s beliefs, plans, expectations and 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 Quarterly 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 Quarterly Report, including, but not limited to, statements found in Item 1, “Notes to Consolidated Financial Statements” and in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Corporation notes that a variety of factors could cause the actual results or experience to differ materially from the anticipated results or other expectations described or implied by such forward-looking statements. The risks and uncertainties that may affect the operation, performance, development and results of the Corporation’s business include, but are not limited to, the following: (a) the risk of adverse changes in business conditions in the banking industry generally and in the specific markets in which the Corporation operates; (b) changes in the legislative and regulatory environment that negatively impact the Corporation 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 economies in the Corporation’s market area; and (h) other risks detailed from time to time in the Corporation’s filings with the Securities and Exchange Commission. The Corporation does not undertake any obligation to update or revise any forward-looking statements subsequent to the date on which they are made.

Management’s discussion and analysis is intended to provide greater insight into the results of operations and the financial condition of Citizens Holding Company and its wholly owned subsidiary, The Citizens Bank of Philadelphia (the “Bank,” and collectively with Citizens Holding Company, the “Corporation”). The following discussion should be read in conjunction with the consolidated financial statements and notes appearing elsewhere in this Quarterly Report.

LIQUIDITY

The Corporation has an asset and liability management program that assists management in maintaining net interest margins during times of both rising and falling interest rates and in maintaining sufficient liquidity. A measurement of liquidity is the ratio of net deposits and short-term liabilities divided by the sum of net cash, short-term investments and marketable assets. This measurement for liquidity of the Corporation at March 31, 2015, was 39.13% and at December 31, 2014, was 37.72%, which increased due to an increase in short term marketable assets at March 31, 2015. Management believes it maintains adequate liquidity for the Corporation’s current needs.

The Corporation’s primary source of liquidity is customer deposits, which were $716,773,863 at March 31, 2015, and $696,093,894 at December 31, 2014. Other sources of liquidity include investment securities, the Corporation’s line of credit with the Federal Home Loan Bank (“FHLB”) and federal funds lines with correspondent banks. The Corporation had $225,988,455 invested in available-for-sale investment securities at March 31, 2015, and $179,745,130 at December 31, 2014. The Corporation also had $36,005,356 in interest bearing deposits at other banks at March 31, 2015 and $61,481,223 at December 31, 2014. The decrease in interest bearing deposits was the result of funds being invested in longer term investments. The Corporation had secured and unsecured federal funds lines with correspondent banks in the amount of $45,000,000 at March 31, 2015 and December 31, 2014. In addition, the Corporation has the ability to draw on its line of credit with the FHLB. At March 31, 2015, the Corporation had unused and available $134,521,334 of its line of credit with the FHLB and at December 31, 2014, the Corporation had unused and available $142,313,563 of its line of credit with the FHLB. The decrease in the amount available under the Corporation’s line of credit with the FHLB from the end of 2014 to March 31, 2015, was the result of a decrease in the amount of loans eligible for the collateral pool. The Corporation had $0 in federal funds purchased as of March 31, 2015 and December 31, 2014. The Corporation usually purchases funds from correspondent banks on a temporary basis to meet short term funding needs.

When the Corporation has more funds than it needs for its reserve requirements or short-term liquidity needs, the Corporation increases its investment portfolio, increases the balances in interest bearing due from accounts or sells federal funds. It is management’s policy to maintain an adequate portion of its portfolio of assets and liabilities on a short-term basis to insure rate flexibility and to meet loan funding and liquidity needs. When deposits decline or do not grow sufficiently to fund loan demand, management will seek funding either through federal funds purchased or advances from the FHLB.

CAPITAL RESOURCES

The total shareholders’ equity was $83,542,566 at March 31, 2015, as compared to $81,857,786 at December 31, 2014. The reason for the increase in shareholders’ equity was the decrease in the accumulated other comprehensive loss brought about by the investment securities market value adjustment as well as the increase in the amount of earnings in excess of dividends paid. The market value increase was due to general market conditions, specifically the decrease in medium term interest rates, which caused an increase in the market price of the investment portfolio.

Aggregate cash dividends in the amount of $1,121,851, or $0.23 per share, have been paid during the three-month period ended March 31, 2015.

Quantitative measures established by federal regulations to ensure capital adequacy require the Corporation to maintain minimum amounts and ratios of Total and Tier 1 capital (primarily common stock and retained earnings, less goodwill) to risk weighted assets, and of Tier 1 capital to average assets. Management believes that as of March 31, 2015, the Corporation meets all capital adequacy requirements to which it is subject.


	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Actions Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio

As of March 31, 2015
Total Capital (to Risk-Weighted Assets)	$	92,660,543		17.52	%	$	42,302,280		>8.00	%	$	52,877,850		>10.00	%

Tier 1 Capital (to Risk-Weighted Assets)		86,050,613		16.27	%		21,151,140		>4.00	%		31,726,710		>6.00	%

Tier 1 Capital (to Average Assets)		86,050,613		9.31	%		36,959,829		>4.00	%		46,199,786		>5.00	%

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 early 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.

Beginning January 1, 2015 the Bank was required to comply with the final Basel III rules, although the rules will not be fully phased-in until January 1, 2019. Among other things, the final Basel III rules will impact regulatory capital ratios of banking organizations in the following manner, when fully phased in:

•

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%;

•

Increase the minimum leverage capital ratio to 4% for all banking organizations (currently 3% for certain banking organizations);

•

Increase the minimum Tier 1 risk-based capital ratio from 4% to 6%; and Maintain the minimum total risk-based capital ratio at 8%.

In addition, the final Basel III rules, when fully phased in, will subject a banking organization to certain limitations on capital distributions and discretionary bonus payments to executive officers if the organization did 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 effect of the capital conservation buffer, when fully phased in, will be to increase 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 final Basel III rules also changed the capital categories for insured depository institutions for purposes of prompt corrective action. Under the final 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 final 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 March 31, 2015, the Company and the Bank would meet all capital adequacy requirements under Basel III and the banking agencies’ proposals on a fully phased-in basis if such requirements were currently effective. The changes to the calculation of risk-weighted assets did not have a material impact on the Company’s capital ratios as presented. Management will continue to monitor these and any future proposals submitted by the Company’s and Bank’s regulators.

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated, certain items in the consolidated statements of income of the Corporation and the related changes between those periods:


	For the Three Months Ended March 31,
	2015		2014

Interest Income, including fees	$	7,706,071	$	7,945,928
Interest Expense		751,184		728,859


Net Interest Income		6,954,887		7,217,069
Provision for Loan Losses		184,176		361,368


Net Interest Income after
Provision for Loan Losses		6,770,711		6,855,701
Other Income		1,751,745		1,783,480
Other Expense		6,486,974		6,368,863


Income Before Provision For
Income Taxes		2,035,482		2,270,318
Provision for Income Taxes		441,936		473,165


Net Income	$	1,593,546	$	1,797,153


Net Income Per share - Basic	$	0.33	$	0.37


Net Income Per Share-Diluted	$	0.33	$	0.37

See Note 3 to the Corporation’s Consolidated Financial Statements for an explanation regarding the Corporation’s calculation of Net Income Per Share - basic and - diluted.

Annualized return on average equity (“ROE”) was 7.69% for the three months ended March 31, 2015, and 10.48% for the corresponding period in 2014. The decrease in ROE was caused by a increase in average equity that occurred as a result of the decrease in accumulated other comprehensive loss and lower earnings in the quarter ended March 31, 2015 when compared to the same period in 2014.

The book value per share increased to $17.13 at March 31, 2015, compared to $16.78 at December 31, 2014. The increase in book value per share reflects the decrease in other comprehensive loss due to the increase in fair value of the Corporation’s investment securities in addition to the amount of earnings in excess of dividends. Average assets for the three months ended March 31, 2015, were $927,524,263 compared to $884,687,654 for the year ended December 31, 2014.

NET INTEREST INCOME / NET INTEREST MARGIN

One component of the Corporation’s earnings is net interest income, which is the difference between the interest and fees earned on loans and investments and the interest paid for deposits and borrowed funds. The net interest margin is net interest income expressed as a percentage of average earning assets.

The annualized net interest margin was 3.42% for the three months ended March 31, 2015 compared to 3.65% for the corresponding period of 2014. The decrease in net interest margin for the three months ended March 31, 2015, when compared to the same period in 2014, was the result of the decrease in yields on earning assets exceeding the decrease in rates paid on deposits and borrowed funds, as detailed below. Earning assets averaged $845,624,309 for the three months ended March 31, 2015. This represents an increase of $58,063,231, or 7.4%, over average earning assets of $787,561,078 for the three months ended March 31, 2014. The increase in average earning assets for the three months ended March 31, 2015, is the result of an increase in investment securities, interest-bearing balances with other banks and loans.

Interest bearing deposits averaged $560,245,440 for the three months ended March 31, 2015. This represents an increase of $18,530,562, or 3.4%, from the average of interest bearing deposits of $541,714,878 for the three months ended March 31, 2014. This was due, in large part, to an increase in interest-bearing NOW, money market accounts and savings accounts partially offset by a decrease in certificates of deposit.

Other borrowed funds averaged $135,076,234 for the three months ended March 31, 2015. This represents an increase of $2,077,519, or 1.6%, over the other borrowed funds of $132,998,715 for the three months ended March 31, 2014. This increase in other borrowed funds was due to a $39,423,200 increase in the securities sold under agreement to repurchase, a $57,903 decrease in the Agribusiness Enterprise Loan Liability, a $4,787,778 decrease in Federal Funds Purchased and a decrease in the FHLB advances of $32,500,000 for the three months ended March 31, 2015, when compared to the three months ended March 31, 2014.

Net interest income was $6,954,887 for the three months ended March 31, 2015, a decrease of $262,182 from $7,217,069 for the three months ended March 31, 2014, primarily due to a decrease in rate partially offset by an increase in earning assets. The changes in volume in earning assets and in deposits and in borrowed funds are discussed above. As to changes in rate in the three months ended March 31, 2015, the rates paid on earning assets decreased more than the yield on deposits and borrowed funds decreased from the same period in 2014. The yield on all interest bearing assets decreased 23 basis points to 3.78% in the three months ended March 31, 2015 from 4.01% for the same period in 2014. At the same time, the rate paid on all interest bearing liabilities for the three months ended March 31, 2015 of 0.44% remained the same as the same period in 2014. As longer term interest bearing assets and liabilities mature and reprice, management believes that the yields on interest bearing assets and rates on interest bearing liabilities will both increase.

The following table shows the interest and fees and corresponding yields for loans only.


	For the Three Months Ended March 31,
	2015			2014
Interest and Fees	$	5,007,560		$	5,043,910
Average Gross Loans		401,228,249			390,300,188
Annualized Yield		4.99	%		5.17	%

The decrease in interest rates in the three months ended March 31, 2015, reflects the decrease in all loan interest rates for both new and refinanced loans in the period.

CREDIT LOSS EXPERIENCE

As a natural corollary to the Corporation’s lending activities, some loan losses are to be expected. The risk of loss varies with the type of loan being made and the overall creditworthiness of the borrower over the term of the loan. The degree of perceived risk is taken into account in establishing the structure of, and interest rates and security for, specific loans and for various types of loans. The Corporation attempts to minimize its credit risk exposure by use of thorough loan application and approval procedures.

The Corporation maintains a program of systematic review of its existing loans. Loans are graded for their overall quality. Those loans, which management determines require further monitoring and supervision, are segregated and reviewed on a regular basis. Significant problem loans are reviewed monthly by the Corporation’s Board of Directors.

The Corporation charges off that portion of any loan that management has determined to be a loss. A loan is generally considered by management to represent a loss, in whole or in part, when exposure beyond the collateral value is apparent, servicing of the unsecured portion has been discontinued or collection is not anticipated based on the borrower’s financial condition. The general economic conditions in the borrower’s industry influence this determination. The principal amount of any loan that is declared a loss is charged against the Corporation’s allowance for loan losses.

The Corporation’s allowance for loan losses is designed to provide for loan losses that can be reasonably anticipated. The allowance for loan losses is established through charges to operating expenses in the form of provisions for loan losses. Actual loan losses or recoveries are charged or credited to the allowance for loan losses. Management determines the amount of the allowance. Among the factors considered in determining the allowance for loan losses are the current financial condition of the Corporation’s borrowers and the value of security, if any, for their loans. Estimates of future economic conditions and their impact on various industries and individual borrowers are also taken into consideration, as are the Corporation’s historical loan loss experience and reports of banking regulatory authorities. As these estimates, factors and evaluations are primarily judgmental, no assurance can be given as to whether the Corporation will sustain loan losses in excess or below its allowance or that subsequent evaluation of the loan portfolio may not require material increases or decreases in such allowance.

The following table summarizes the Corporation’s allowance for loan losses for the dates indicated:


	Quarter Ended March 31, 2015			Year Ended December 31, 2014			Amount of Increase (Decrease)		Percent of Increase (Decrease)

BALANCES:
Gross Loans	$	406,827,720		$	391,494,584		$	15,333,136		3.92	%
Allowance for Loan Losses		6,625,822			6,542,326			83,496		1.28	%
Nonaccrual Loans		13,044,155			11,854,274			1,189,881		10.04	%
Ratios:
Allowance for loan losses to gross loans		1.63	%		1.67	%
Net loans charged off to allowance for loan losses		1.52	%		37.58	%

The provision for loan losses for the three months ended March 31, 2015, was $184,176, a decrease of $177,192 from the $361,368 provision for the same period in 2014. The change in our loan loss provisions for the three months is a result of management’s assessment of inherent loss in the loan portfolio, including the impact caused by current local, national and international economic conditions. The Corporation’s model used to calculate the provision is based on the percentage of historical charge-offs applied to the current loan balances by loan segment and specific reserves applied to certain impaired loans. Nonaccrual loans increased during this period due to the amount of new loans being added to the list exceeded payments received.

For the three months ended March 31, 2015, net loan losses charged to the allowance for loan losses totaled $100,680, an increase of $23,386 from the $77,295 charged off in the same period in 2014.

Management reviews quarterly with the Board of Directors the adequacy of the allowance for loan losses. The loan loss provision is adjusted when specific items reflect a need for such an adjustment. Management believes that there were no material loan losses during the three months ended March 31, 2015 that have not been charged off. Management also believes that the Corporation’s allowance will be adequate to absorb probable losses inherent in the Corporation’s loan portfolio. However, in light of overall economic conditions in the Corporation’s geographic area, the nation and internationally, as a whole, it is possible that additional provisions for loan loss may be required.

OTHER INCOME

Other income includes service charges on deposit accounts, wire transfer fees, safe deposit box rentals and other revenue not derived from interest on earning assets. Other income for the three months ended March 31, 2015 was $1,751,745, a decrease of $31,735, or 1.8%, from the same period in 2014. Service charges on deposit accounts decreased by $42,947, or 4.6%, to $886,784 in the three months ended March 31, 2015, compared to $929,731 for the same period in 2014. Other service charges and fees increased by $47,416, or 9.8%, to $531,853 in the three months ended March 31, 2015, compared to the same period in 2014. The decrease in other income was the result of a decrease in demand for these services and not a direct result of fee changes.

The following is a detail of the other major income classifications that are included in Other Income on the income statement:


	Three months Ended March 31,
Other Income	2015		2014

BOLI Insurance	$	144,000	$	144,000
Mortgage Loan Origination Income		104,154		69,419
Other Income		84,954		155,893


Total Other Income	$	333,108	$	369,312

OTHER EXPENSES

Other expenses include salaries and employee benefits, occupancy and equipment, and other operating expenses. Aggregate non-interest expenses for the three months ended March 31, 2015 and 2014 were $6,486,974 and $6,368,863, respectively, an increase of $118,111, or 1.9%, from 2014 to 2015. Salaries and benefits decreased slightly to $3,355,303 for the three months ended March 31, 2015, from $3,355,837 for the same period in 2014. Occupancy expense increased by $326,432, or 33.5%, to $1,299,494 for the three months ended March 31, 2015, when compared to the same period of 2014. This increase is due in part to an increase in equipment rental and service contracts due in part to the opening of two full service branches. Other operating expenses decreased by $207,787 to $1,832,177 for the three months ended March 31, 2015, when compared to the same period of 2014. This decrease is due mainly to lower loan collection costs, supply costs and insurance costs. A detail of the major expense classifications is set forth below.

The following is a detail of the major expense classifications that make up the other operating expense line item in the income statement:


	Three months ended March 31,
Other Operating Expense	2015		2014

Advertising		209,423		151,984
Office Supplies		158,251		177,855
Legal and Audit Fees		199,887		154,926
Telephone expense		106,431		108,436
Postage and Freight		114,248		122,391
Loan Collection Expense		47,327		69,860
Other Losses		165,254		234,338
Regulatory and related expense		188,180		191,586
Debit Card/ATM expense		339,328		312,862
Travel and Convention		65,693		41,385
Other expenses		238,155		474,341


Total Other Expense	$	1,832,177	$	2,039,964

The Corporation’s efficiency ratio for the three months ended March 31, 2015, was 72.51% compared to the 68.65% for the same period in 2014. The efficiency ratio is the ratio of non-interest expenses divided by the sum of net interest income (on a fully tax equivalent basis) and non-interest income.

BALANCE SHEET ANALYSIS


	March 31, 2015		December 31, 2014		Amount of Increase (Decrease)			Percent of Increase (Decrease)

Cash and Due From Banks	$	21,474,689	$	22,405,730	$	(931,041	)		-4.16	%
Interest Bearing deposits with Other Banks		36,005,356		61,481,223		(25,475,867	)		-41.44	%
Investment Securities		423,753,116		386,562,299		37,190,817			9.62	%
Loans, net		399,527,209		384,417,508		15,109,701			3.93	%
Premises and Equipment		19,013,819		19,240,230		(226,411	)		-1.18	%
Total Assets		946,063,380		921,060,681		25,002,699			2.71	%

Total Deposits		716,773,863		696,093,894		20,679,969			2.97	%

Total Stockholders’ Equity		83,542,566		81,857,786		1,684,780			2.06	%

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash, balances at correspondent banks and items in process of collection. The balance at March 31, 2015 was $21,474,689, a decrease of $931,041 from the balance of $22,405,730 at December 31, 2014, due to a decrease in the balances at correspondent banks due to a decrease in the amount of the month ending cash letter.

INVESTMENT SECURITIES

The investment securities portfolio primarily consists of United States agency debentures, mortgage-backed securities and obligations of states, counties and municipalities. Investments at March 31, 2015, increased by $37,190,817, or 9.6%, to $423,753,116 from $386,562,299 at December 31, 2014. This increase is due to changes in the market value of the securities portfolio and by additional purchases of investment securities.

LOANS

The loan balance increased by $15,109,701 during the three months ended March 31, 2015, to $399,527,209 from $384,417,508 at December 31, 2014. Loan demand, especially in business loan and consumer loan categories, strengthened and competition for available loans continued to be strong during the three months ended March 31, 2015. No material changes were made to the loan products offered by the Corporation during this period.

PREMISES AND EQUIPMENT

During the three months ended March 31, 2015, premises and equipment decreased by $226,411, or 1.2%, to $19,013,819 when compared to $19,240,230 at December 31, 2014. The decrease was due to depreciation expense exceeding the amount of property and equipment added for the period.

DEPOSITS

The following table shows the balance and percentage change in the various deposits:


	March 31, 2015		December 31, 2014		Amount of Increase (Decrease)			Percent of Increase (Decrease)

Noninterest-Bearing Deposits	$	144,043,398	$	145,729,932	$	(1,686,534	)		-1.16	%
Interest-Bearing Deposits		288,968,188		268,567,815		20,400,373			7.60	%
Savings Deposits		64,045,789		60,253,788		3,792,001			6.29	%
Certificates of Deposit		219,716,488		221,542,359		(1,825,871	)		-0.82	%


Total Deposits	$	716,773,863	$	696,093,894	$	20,679,969			2.97	%

Interest-bearing deposits and savings increased while certificates of deposit and noninterest-bearing deposits decreased during the three months ended March 31, 2015. Management continually monitors the interest rates on loan and deposit products to ensure that the Corporation is in line with the rates dictated by the market and our asset and liability management. These rate adjustments impact deposit balances.

OFF-BALANCE SHEET ARRANGEMENTS

Refer to Note 2 to the consolidated financial statements included in this Quarterly Report for a discussion of the nature and extent of the Corporation’s off-balance sheet arrangements, which consist solely of commitments to fund loans and letters of credit.

CONTRACTUAL OBLIGATIONS

There have been no material changes outside of the ordinary course of the Corporation’s business to the contractual obligations set forth in Note 12 to the Corporation’s financial statements contained in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The following discussion outlines specific risks that could affect the Corporation’s ability to compete, change the Corporation’s risk profile or eventually impact the Corporation’s financial results. The risks the Corporation faces generally are similar to those experienced, to varying degrees, by all financial services companies.

The Corporation’s strategies and its management’s ability to react to changing competitive and economic environments have historically enabled the Corporation to compete effectively and manage risks to acceptable levels. The Corporation has outlined potential risks below that it presently believes could be important; however, other risks may prove to be important in the future. New risks may emerge at any time and the Corporation cannot predict with certainty all potential developments that could affect the Corporation’s financial performance. The following discussion highlights potential risks, which could intensify over time or shift dynamically in a way that might change the Corporation’s risk profile.

Competition Risks

The market in which the Corporation competes is saturated with community banks seeking to provide a service-oriented banking experience to individuals and businesses compared with what the Corporation believes is the more rigid and less friendly environment found in larger banks. This requires the Corporation to offer most, if not all, of the products and conveniences that are offered by the larger banks with a service differentiation. In doing so, it is imperative that the Corporation identify the lines of business that the Corporation can excel in, prudently utilize the Corporation’s available capital to acquire the people and platforms required thereof, and execute on the strategy.

Credit Risks

Like all lenders, the Corporation faces the risk that the Corporation’s customers may not repay their loans and that the realizable value of collateral may be insufficient to avoid a loss of principal. In the Corporation’s business, some level of credit loss is unavoidable and overall levels of credit loss can vary over time. The Corporation’s ability to manage credit risk depends primarily upon the Corporation’s ability to assess the creditworthiness of customers and the value of collateral, including real estate. The Corporation controls credit risk by diversifying the Corporation’s loan portfolio and managing its composition, and by recording and managing an allowance for expected loan losses in accordance with applicable accounting rules. At the end of March 31, 2015, the Corporation had approximately $6.6 million of available reserves to cover such losses. The models and approaches the Corporation uses to originate and manage loans are regularly updated to take into account changes in the competitive environment, in real estate prices and other collateral values, and in the economy, among other things, based on the Corporation’s experience originating loans and servicing loan portfolios.

Financing, Funding and Liquidity Risks

One of the most important aspects of management’s efforts to sustain long-term profitability for the Corporation is the management of interest rate risk. Management’s goal is to maximize net interest income within acceptable levels of interest-rate risk and liquidity.

The Corporation’s 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 Corporation 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 Corporation’s decisions on pricing its assets and liabilities, which impacts net interest income, an important cash flow stream for the Corporation. As a result, a substantial part of the Corporation’s risk-management activities are devoted to managing interest-rate risk. Currently, the Corporation does not have any significant risks related to foreign currency exchange, commodities or equity risk exposures.

Interest Rate and Yield Curve Risks

A significant portion of the Corporation’s business involves borrowing and lending money. Accordingly, changes in interest rates directly impact the Corporation’s revenues and expenses, and potentially could compress the Corporation’s net interest margin. The Corporation actively manages its balance sheet to control the risks of a reduction in net interest margin brought about by ordinary fluctuations in rates.

Like all financial services companies, the Corporation faces the risks of abnormalities in the yield curve. The yield curve simply shows the interest rates applicable to short and long term debt. The curve is steep when short-term rates are much lower than long-term rates, it is flat when short-term rates are equal, or nearly equal, to long-term rates, and it is inverted when short-term rates exceed long-term rates. Historically, the yield curve is positively sloped. A flat or inverted yield curve tends to decrease net interest margin, as funding costs increase relative to the yield on assets. Currently, the yield curve is positively sloped.

Regulatory and Legal Risks

The Corporation operates in a heavily regulated industry and therefore is subject to many banking, deposit, and consumer lending as well as the rules and regulations promulgated by the Securities and Exchange Commission and the NASDAQ. Failure to comply with applicable regulations could result in financial, structural, and operational penalties. In addition, efforts to comply with applicable regulations may increase the Corporation’s costs and, or limit the Corporation’s ability to pursue certain business opportunities. Federal and state regulations significantly limit the types of activities in which the Corporation, as a financial institution, may engage. In addition, the Corporation is subject to a wide array of other regulations that govern other aspects of how the Corporation conducts business, such as in the areas of employment and intellectual property. Federal and state legislative and regulatory authorities occasionally consider changing these regulations or adopting new ones. Such actions could limit the amount of interest or fees the Corporation can charge, could restrict the Corporation’s ability to collect

loans or realize on collateral or could materially affect us in other ways. Additional federal and state consumer protection regulations also could expand the privacy protections afforded to customers of financial institutions, restricting the Corporation’s ability to share or receive customer information and increasing the Corporation’s costs. In addition, changes in accounting rules can significantly affect how the Corporation records and reports assets, liabilities, revenues, expenses and earnings.

The Corporation also faces litigation risks from customers (individually or in class actions) and from federal or state regulators. Litigation is an unavoidable part of doing business, and the Corporation manages those risks through internal controls, personnel training, insurance, litigation management, the Corporation’s compliance and ethics processes and other means. However, the commencement, outcome and magnitude of litigation cannot be predicted or controlled with any certainty.

Accounting Estimate Risks

The preparation of the Corporation’s consolidated financial statements in conformity with GAAP requires management to make significant estimates that affect the financial statements. The Corporation’s 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 Corporation may significantly increase the allowance for credit losses or sustain credit losses that are significantly higher than the provided allowance, or the Corporation may make some other adjustment that will differ materially from the estimates that the Corporation makes today.

Expense Control

Expenses and other costs directly affect the Corporation’s earnings. The Corporation’s ability to successfully manage expenses is important to its long-term profitability. Many factors can influence the amount of the Corporation’s expenses, as well as how quickly they grow. As the Corporation’s businesses change or expand, additional expenses can arise from asset purchases, structural reorganization, evolving business strategies, and changing regulations, among other things. The Corporation manages expense growth and risk through a variety of means, including actual versus budget management, imposition of expense authorization, and procurement coordination and processes.

ITEM 4.

CONTROLS AND PROCEDURES.

The management of the Corporation, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Corporation’s management as appropriate to allow timely decision regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that such disclosure controls and procedures were effective as of March 31, 2015 (the end of the period covered by this Quarterly Report on Form 10-Q).

There were no changes to the Corporation’s internal control over financial reporting that occurred in the three months ended March 31, 2015, that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A.

RISK FACTORS.

The Corporation is supplementing the risk factors that appear in Part I, Item 1A., “Risk Factors,” of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on March 13, 2015, to include the following:

Changes in interest rates could make it difficult to maintain our current interest income spread and could result in reduced earnings.

Our earnings are largely derived from net interest income, which is interest income and fees earned on loans and investments, less interest paid on deposits and other borrowings. Interest rates are highly sensitive to many factors that are beyond the control of our management, such as general economic conditions and the policies of various governmental and regulatory authorities. An unanticipated rapid decrease or increase in interest rates could have an adverse effect on the spreads between the interest rates earned on assets and the rates of interest paid on liabilities, and therefore on the level of net interest income. Further, substantially higher interest rates generally reduce loan demand and may result in slower loan growth than previously experienced.

Recently adopted changes to capital requirements for bank holding companies and depository institutions may negatively impact the Corporation’s results of operations.

In July 2013, the Federal Reserve Board and the FDIC approved final rules that substantially amend the regulatory risk-based capital rules applicable to the Corporation. The final rules implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act.

Under these recently adopted rules, the leverage and risk-based capital ratios of bank holding companies may not be lower than the leverage and risk-based capital ratios for insured depository institutions. The final rules implementing the Basel III regulatory capital reforms became effective as to the Corporation on January 1, 2015 and include new minimum risk-based capital and leverage ratios. Moreover, these rules refine the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to bank holding companies and banks subject to the rules are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 risk-based capital ratio of 6% (increased from 4%); (iii) a total risk-based capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The rules also establish a “capital conservation buffer” of 2.5% (to be phased in over three years) above the new regulatory minimum capital ratios, and result in the following minimum ratios once the capital conservation buffer is fully phased in: (i) a common equity Tier 1 risk-based capital ratio of 7.0%; (ii) a Tier 1 risk-based capital ratio of 8.5%; and (iii) a total risk-based capital ratio of 10.5%. The capital conservation buffer requirement is to be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital levels fall below the buffer amounts. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

The application of these more stringent capital requirements to the Corporation could, among other things, result in lower returns on invested capital, require the raising of additional capital, and result in regulatory actions if the Corporation was to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in connection with the implementation of the final rules regarding Basel III could result in the Corporation having to lengthen the term of their funding, restructure their business models and/or increase their holdings of liquid assets. Implementation of changes to asset risk weightings for risk-based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy and could limit the Corporation’s ability to make distributions, including paying dividends or buying back shares.

ITEM 6.

EXHIBITS.

Exhibits


31(a)		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31(b)		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32(a)		Certification of the Chief Executive Officer pursuant to 18 U.S.C. § 1350.

32(b)		Certification of the Chief Financial Officer pursuant to 18 U.S.C. § 1350.

101		The following financial information from Citizens Holding Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the SEC on May 11, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Condition as of March 31, 2015 (Unaudited) and December 31, 2014 (Audited); (ii) the Consolidated Statements of Income for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited); (iii) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited); (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited); and (v) Notes to Consolidated Financial Statements, tagged as blocks of text (Unaudited).

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, thereunto duly authorized.


CITIZENS HOLDING COMPANY

BY:		/s/ Greg L. McKee
Greg L. McKee
President and Chief Executive Officer
(Principal Executive Officer)

BY:		/s/ Robert T. Smith
Robert T. Smith
Treasurer and Chief Financial Officer
(Principal Financial Officer and Chief Accounting Officer)

DATE:		May 8, 2015

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

31(a)		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)

31(b)		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)

32(a)		Certification of the Chief Executive Officer pursuant to 18 U.S.C. §1350.

32(b)		Certification of the Chief Financial Officer pursuant to 18 U.S.C. §1350.

101		The following financial information from Citizens Holding Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the SEC on May 11, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Condition as of March 31, 2015 (Unaudited) and December 31, 2014 (Audited); (ii) the Consolidated Statements of Income for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited); (iii) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited); (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 2015 (Unaudited) and 2014 (Unaudited); and (v) Notes to Consolidated Financial Statements, tagged as blocks of text (Unaudited).