UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

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

For the quarterly period ended March 31, ~~2020~~

2021

☐	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
In Company or organization)		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)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.20 par value	CIZN	NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such 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. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months (or such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒☐

Non-accelerated filer	☐☒	Smaller Reporting Company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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 ☒ No

Number of shares outstanding of each of the issuer’s classes of common stock, as of May ~~6, 2020:~~

5, 2021:


Title		Outstanding
Common Stock, $0.20 par value	~~5,590,131~~5,595,320

Table of Contents

CITIZENS HOLDING COMPANY

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	1

Item 1.	Consolidated Financial Statements	1

	Consolidated Statements of Financial Condition, as of March 31, ~~2020~~2021 (Unaudited) and December 31, ~~2019~~2020 (Audited)	1

	Consolidated Statements of Income for the Three months ended March 31, ~~2020~~2021 (Unaudited) and ~~2019~~2020 (Unaudited)	2

	Consolidated Statements of Comprehensive Income for the Three months ended March 31, ~~2020~~2021 (Unaudited) and ~~2019~~2020 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, ~~2020~~2021 (Unaudited) and ~~2019~~2020 (Unaudited)	4

	Notes to Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5355

Item 4.	Controls and Procedures	5557

PART II.	OTHER INFORMATION	58

Item 1.	Legal Proceedings	5658

Item ~~1A..~~ 1A.	Risk Factors	5658

~~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	58

*	~~None or Not Applicable~~

SIGNATURES			59

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

CITIZENS HOLDING COMPANY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share data)

   March 31,    December 31,
   2020    2019
ASSETS    (Unaudited)    (Audited)
Cash and due from banks
   $ 19,610    $ 15,937
Interest bearing deposits with other banks
   61,909    58,557
Federal funds sold
   —      1,600
Investment securities available for sale, at fair value
   482,077    464,383
Loans, net of allowance for loan losses of

$3,816 in 2020 and $3,755 in 2019
   573,163    573,312
Premises and equipment, net
   24,495    24,672
Other real estate owned, net
   3,643    3,552
Accrued interest receivable
   4,106    4,181
Cash surrender value of life insurance
   25,220    25,088
Deferred tax assets, net
   1,669    3,684
Other assets
   20,219    20,468




TOTAL ASSETS
   $ 1,216,111    $ 1,195,434




LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES

Deposits:

Noninterest-bearing demand
   $ 195,843    $ 190,406
Interest-bearing NOW and money market accounts
   410,485    369,354
Savings deposits
   87,422    83,065
Certificates of deposit
   232,138    256,171




Total deposits
   925,888    898,996
Securities sold under agreement to repurchase
   159,442    170,410
Accrued interest payable
   722    1,128
Deferred compensation payable
   9,530    9,453
Other liabilities
   1,785    2,647




Total liabilities
   1,097,367    1,082,634
SHAREHOLDERS’ EQUITY

Common stock, $0.20 par value, 22,500,000 shares authorized, 5,582,631 shares issued and outstanding at March 31, 2020 and 5,578,131 at December 31, 2019
   1,117    1,116
Additionalpaid-in capital
   18,009    17,883
Retained earnings
   94,411    94,590
Accumulated other comprehensive loss, net of tax

(expense) benefit of ($1,731) at March 31, 2020 and

$262 at December 31, 2019
   5,207    (789 )




Total shareholders’ equity
   118,744    112,800




TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
   $ 1,216,111    $ 1,195,434


	March 31,			December 31,
	2021			2020
	(Unaudited)			(Audited)
ASSETS
Cash and due from banks	$	26,667		$	16,840
Interest bearing deposits with other banks		25,009			25,468
Investment securities available for sale, at fair value		774,249			678,749
Loans, net of allowance for loan losses of $4,772 in 2021 and $4,735 in 2020		634,401			647,521
Premises and equipment, net		25,634			25,630
Other real estate owned, net		4,884			3,073
Accrued interest receivable		5,665			5,983
Cash surrender value of life insurance		25,970			25,814
Deferred tax assets, net		5,844			1,548
Identifiable intangible assets, net		13,633			13,660
Other assets		6,391			6,406

TOTAL ASSETS	$	1,548,347		$	1,450,692

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Deposits:
Non-interest bearing deposits	$	284,266		$	276,033
Interest bearing deposits		945,355			819,156

Total deposits		1,229,621			1,095,189
Securities sold under agreement to repurchase		197,709			196,272
Federal Home Loan Bank (FHLB) advances		—			25,000
Accrued interest payable		432			522
Deferred compensation payable		9,736			9,665
Other liabilities		4,369			4,496

Total liabilities		1,441,867			1,331,144
SHAREHOLDERS’ EQUITY
Common stock, $0.20 par value, 22,500,000 shares authorized, 5,587,070 shares issued and outstanding at March 31, 2021 and at December 31, 2020		1,118			1,118
Additional paid-in capital		18,176			18,134
Accumulated other comprehensive (loss) income, net of tax benefit (expense) of $3,168 at March 31, 2021 and ($1,376) at December 31, 2020		(9,528	)		4,138
Retained earnings		96,714			96,158

Total shareholders’ equity		106,480			119,548

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,548,347		$	1,450,692

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

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CITIZENS HOLDING COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in thousands, except per share data)

   (Unaudited)
   For the Three Months
   Ended March 31,
   2020    2019
INTEREST INCOME

Interest and fees on loans
   $ 7,480    $ 5,450
Interest on securities

Taxable
   1,657    2,082
Nontaxable
   340    617
Other interest
   232    235




Total interest income
   9,709    8,384
INTEREST EXPENSE

Deposits
   1,969    1,729
Other borrowed funds
   355    445




Total interest expense
   2,324    2,174




NET INTEREST INCOME
   7,385    6,210
PROVISION FOR LOAN LOSSES
   314    195




NET INTEREST INCOME AFTER

PROVISION FOR LOAN LOSSES
   7,071    6,015
OTHER INCOME

Service charges on deposit accounts
   1,049    1,097
Other service charges and fees
   773    684
Other operating income
   559    266




Total other income
   2,381    2,047




OTHER EXPENSES

Salaries and employee benefits
   4,435    3,547
Occupancy expense
   1,659    1,423
Other expense
   1,973    1,670




Total other expenses
   8,067    6,640




INCOME BEFORE PROVISION

FOR INCOME TAXES
   1,385    1,422
PROVISION FOR INCOME TAXES
   225    195




NET INCOME
   $ 1,160    $ 1,227




NET INCOME PER SHARE -Basic
   $ 0.21    $ 0.25




-Diluted
   $ 0.21    $ 0.25




DIVIDENDS PAID PER SHARE
   $ 0.24    $ 0.24


	For the Three Months
	Ended March 31,
	2021		2020
INTEREST INCOME
Interest and fees on loans	$	8,131	$	7,480
Interest on securities
Taxable		262		1,657
Nontaxable		671		340
Other interest		15		232

Total interest income		9,079		9,709
INTEREST EXPENSE
Deposits		1,266		1,969
Other borrowed funds		180		355

Total interest expense		1,446		2,324

NET INTEREST INCOME		7,633		7,385
PROVISION FOR LOAN LOSSES		87		314

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		7,546		7,071
OTHER INCOME
Service charges on deposit accounts		814		1,049
Other service charges and fees		975		773
Other operating income		1,443		559

Total other income		3,232		2,381

OTHER EXPENSES
Salaries and employee benefits		4,568		4,435
Occupancy expense		1,817		1,659
Other expense		2,083		1,973

Total other expenses		8,468		8,067

INCOME BEFORE PROVISION FOR INCOME TAXES		2,310		1,385
PROVISION FOR INCOME TAXES		413		225

NET INCOME	$	1,897	$	1,160

NET INCOME PER SHARE -Basic	$	0.34	$	0.21

-Diluted	$	0.34	$	0.21

DIVIDENDS PAID PER SHARE	$	0.24	$	0.24

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

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CITIZENS HOLDING COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

~~( Unaudited)~~

(Unaudited)

(in thousands)

   For the Three Months
   Ended March 31,
   2020 2019
Net income
   $ 1,160 $ 1,227
Other comprehensive income

Securitiesavailable-for-sale

Unrealized holding gains
   7,912 8,823
Income tax effect
   (1,974 ) (2,201 )


   5,938 6,622
Reclassification adjustment for gains included in net income
   77 —
Income tax effect
   (19 ) —


   58 —


Total other comprehensive income
   5,996 6,622


Comprehensive income
   $ 7,156 $ 7,849


	For the Three Months
	Ended March 31,
	2021			2020
Net income	$	1,897		$	1,160
Other comprehensive (loss) income
Securities available-for-sale
Unrealized holding (losses) gains		(18,735	)		7,912
Income tax effect		4,674			(1,974	)

Net unrealized (losses) gains		(14,061	)		5,938
Reclassification adjustment for gains included in net income		526			77
Income tax effect		(131	)		(19	)

Net gains included in net income		395			58

Total other comprehensive (loss) income		(13,666	)		5,996

Comprehensive (loss) income	$	(11,771	)	$	7,156

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

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CITIZENS HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

   For the Three Months
   Ended March 31,
   2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES

Net cash provided by operating activities
   $ 2,340 $ 1,978
CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from maturities and calls of securities available for sale
   74,267 8,336
Proceeds from sale of investment securities
   37,196 —
Purchases of investment securities available for sale
   (122,722 ) (63,403 )
Purchases of bank premises and equipment
   (70 ) (45 )
Decrease in federal funds sold
   1,600 —
Increase in interest bearing deposits with other banks
   (3,352 ) (19,042 )
Proceeds from sale of other real estate
   —   —
Net increase in loans
   (258 ) (18,200 )


Net cash used in investing activities
   (13,339 ) (92,354 )
CASH FLOWS FROM FINANCING ACTIVITIES

Net increase in deposits
   26,892 83,938
(Decrease) increase in securities sold under agreement to repurchase
   (10,968 ) 7,485
Proceeds from exercise of stock options
   87 —
Payment of dividends
   (1,339 ) (1,177 )


Net cash provided by financing activities
   14,672 90,246


Net increase (decrease) in cash and due from banks
   3,673 (130 )
Cash and due from banks, beginning of period
   15,937 12,592


Cash and due from banks, end of period
   $ 19,610 $ 12,462


	For the Three Months
	Ended March 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities	$	4,845		$	2,340
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of securities available for sale		77,734			74,267
Proceeds from sale of investment securities		206,125			37,196
Purchases of investment securities available for sale		(400,134	)		(122,722	)
Purchases of bank premises and equipment		(259	)		(70	)
Decrease in federal funds sold		—			1,600
Decrease (increase) in interest bearing deposits with other banks		460			(3,352	)
Proceeds from sale of other real estate owned		364			—
Net decrease (increase) in loans		11,165			(258	)

Net cash used in investing activities		(104,545	)		(13,339	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		134,432			26,892
Increase (decrease) in securities sold under agreement to repurchase		1,436			(10,968	)
Proceeds from exercise of stock options		—			87
Payment of FHLB advances		(25,000	)		—
Payment of dividends		(1,341	)		(1,339	)

Net cash provided by financing activities		109,527			14,672

Net increase in cash and due from banks		9,827			3,673
Cash and due from banks, beginning of period		16,840			15,937

Cash and due from banks, end of period	$	26,667		$	19,610

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

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CITIZENS HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of and for the three months ended March 31, ~~2020~~

2021

(Unaudited)

Note 1. Nature of Business and Summary of Significant Accounting Policies

(in thousands, except share and per share data)

Nature of Business

Citizens Holding Company (referred to herein as the “Company”) owns and operates The Citizens Bank of Philadelphia (the “Bank”). In addition to full service commercial banking, the Bank offers title insurance services through its subsidiary, Title Services LLC. As a state bank, the Bank is subject to regulations of the Mississippi Department of Banking and Consumer Finance and the Federal Deposit Insurance Company. The Company is also subject to the regulations of the Federal Reserve. The area served by the Bank is east central Mississippi, along with southern and northern counties of Mississippi and their surrounding areas. Services are provided at multiple branch offices.

Risks and Uncertainties

The outbreak of

COVID-19

has adversely impacted a broad range of industries in which the Company’s customers operate and could impair their ability to fulfill their financial obligations to the Company. The World Health Organization has declared

COVID-19

to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The spread of the outbreak has caused significant disruptions in the U.S. economy and has disrupted banking and other financial activity in the areas in which the Company operates. While there has been no material impact to the Company’s employees to date,

COVID-19

could also potentially create widespread business continuity issues for the Company.

Congress, the President, and the Federal Reserve have taken several actions designed to cushion the economic fallout. Most notably, the three separate stimulus bills, including the CARES Act, the Consolidated Appropriations Act, and the American Rescue Plan Act totaling approximately $4.8 trillion. The goal of these are to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The packages also include extensive emergency funding for hospitals and providers. In addition to the general impact of

COVID-19,

certain provisions of the these acts as well as other recent legislative and regulatory relief efforts are expected to have a material impact on the Company’s operations.

The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global response to contain

COVID-19

escalates further or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows. While it is not possible to know the full extent that the impact of

COVID-19,

and resulting measures to curtail its spread, will have on the Company’s operations, the Company is disclosing potentially material items of which it is aware.

Table of Contents

Financial position and results of operations

The Company’s fee income has been, and could continue to be, reduced due to

COVID-19. Due

to the amount of stimulus and unemployment measures from the federal government, overdraft fees continue to be reduced significantly from

pre-pandemic

levels. These reductions in fees are thought, at this time, to be temporary in conjunction with the length of the expected

COVID-19

related economic crisis.

Capital and liquidity

While the Company believes that it has sufficient capital to withstand an extended economic recession brought about by

COVID-19,

its reported and regulatory capital ratios have been adversely impacted due to loss of fee income, net interest margin compression along with the significant increase in assets from all the federal government stimulus. For a detailed discussion of the Company’s capital ratios see Capital Resources on page 43.

The Company maintains access to multiple sources of liquidity. If an extended recession caused large numbers of the Company’s deposit customers to withdraw their funds, the Company might become more reliant on volatile or more expensive sources of funding. Wholesale funding markets have remained open to us, and rates for short term funding have recently been at historically lows. If funding costs start to elevate, it could have an adverse effect on the Company’s net interest margin.

Asset valuation

Currently, the Company does not expect

COVID-19

to affect its ability to account timely for the assets on its consolidated statements of financial condition. While certain valuation assumptions and judgments will change to account for pandemic-related circumstances such as widening credit spreads, the Company does not anticipate significant changes in methodology used to determine the fair value of assets measured in accordance with GAAP.

COVID-19

could cause a decline in the Company’s stock price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause us to perform a goodwill impairment test and result in an impairment charge being recorded for that period. In the event that the Company concludes that all or a portion of its goodwill is impaired, a

non-cash

charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or regulatory capital.

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Lending operations and accommodations to borrowers

(dollar amounts in thousands)

two-year

term while PPP loans originated after June 5, 2020 have a

five-year

term and earn interest at 1%. The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. The Company currently has 394 loans with a total balance of $23,649 still outstanding at March 31, 2021. It is the Company’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government. Should those circumstances change, the Company could be required to establish additional allowance for credit loss through additional credit loss expense charged to earnings. Additionally, the Consolidated Appropriations Act of 2021 appropriated a further $

284

billion to the PPP, and permitted certain PPP borrowers to make “second draw” loans. The Company began submitting PPP applications on behalf of and originating loans to qualified small businesses under this third round of PPP in January 2021 once allowable by the SBA.

Credit

The Company has worked with customers directly affected by

COVID-19. The

Company offered short-term assistance in accordance with regulatory guidelines. However, as of March 31, 2021, the Company had no customer with deferments. While this is a positive trend, the Company makes no representations that there could not be future credit losses related to

COVID-19.

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 interim consolidated 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, ~~2020~~2021 are not necessarily indicative of the results that may be expected for any other interim period or for the year as a whole.

The interim consolidated financial statements of Citizens Holding Company (the “Company”) include the accounts of its ~~wholly-owned~~wholly owned subsidiary, The Citizens Bank of Philadelphia (the “Bank” and collectively with the Company, the ~~“Corporation”~~“Company”). In addition to full service commercial banking, the Bank offers title insurance services through its subsidiary, Title Services LLC. All significant intercompany transactions have been eliminated in consolidation.

Table of Contents

For further information and significant accounting policies of the ~~Corporation,~~Company, see the Notes to Consolidated Financial Statements of Citizens Holding Company included in the ~~Corporation’s~~Company’s Annual Report on Form

10-K

for the year ended December 31, ~~2019,~~2020, filed with the Securities and Exchange Commission on March ~~13, 2020.~~

~~Nature of Business~~

The Bank operates under a state bank charter and provides general banking services. As a state bank, the Bank is subject to regulations of the Mississippi Department of Banking and Consumer Finance and the Federal Deposit Insurance Corporation. The Company is also subject to the regulations of the Federal Reserve. The area served by the Bank is east central and southern counties of Mississippi and the surrounding areas. Services are provided at several branch offices.

12, 2021.

Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowance for loan losses and valuation of foreclosed real estate, management obtains independent appraisals for significant properties.

While management uses available information to recognize losses on loans and to value foreclosed real estate, future additions to the allowance or adjustments to the valuation may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and valuations of foreclosed real estate. Such agencies may require the Company to recognize additions to the allowance or to make adjustments to the valuation based on their judgments about information available to them at the time of their examination. Due to these factors, it is reasonably possible that the allowance for loan losses and valuation of foreclosed real estate may change materially in the near term.

~~Risks and Uncertainties~~

~~(in thousands, except for number of loans)~~

~~The outbreak ofCOVID-19~~ has adversely impacted a broad range of industries in which the Company’s customers operate and could impair their ability to fulfill their financial obligations to the Company. The World Health Organization has declared~~COVID-19~~ to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The spread of the outbreak has caused significant disruptions in the U.S. economy and has disrupted banking and other financial activity in the areas in which the Company operates. While there has been no material impact to the Company’s employees to date,~~COVID-19~~ ~~could also potentially create widespread business continuity issues for the Company.~~

Congress, the President, and the Federal Reserve have taken several actions designed to cushion the economic fallout. Most notably, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law at the end of March 2020 as an over $2 trillion legislative package. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The package also includes extensive emergency funding for hospitals and providers. In addition to the general impact of~~COVID-19,~~ ~~certain provisions of the CARES Act as well as other recent legislative and regulatory relief efforts are expected to have a material impact on the Company’s operations.~~

~~The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global response to containCOVID-19~~ escalates further or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows. While it is not possible to know the full extent that the impact of~~COVID-19,~~ ~~and resulting measures to curtail its spread, will have on the Company’s operations, the Company is disclosing potentially material items of which it is aware.~~

~~Financial position and results of operations~~

~~The Company’s fee income could be reduced due toCOVID-19. In~~ ~~keeping with guidance from regulators, the Company is actively working withCOVID-19~~ affected customers to waive fees from a variety of sources, such as, but not limited to, insufficient funds and overdraft fees, ATM fees, account maintenance fees, etc. These reductions in fees are thought, at this time, to be temporary in conjunction with the length of the expected~~COVID-19~~ related economic crisis. At this time, the Company is unable to project the materiality of such an impact, but recognizes the breadth of the economic impact is likely to impact its fee income in future periods.

~~The Company’s interest income could be reduced due toCOVID-19. In~~ ~~keeping with guidance from regulators, the Company is actively working withCOVID-19~~ affected borrowers to defer their payments and fees. While interest and fees will still accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, interest income and fees accrued would need to be reversed. In such a scenario, interest income in future periods could be negatively impacted. At this time, the Company is unable to project the materiality of such an impact, but recognizes the breadth of the economic impact may affect its borrowers’ ability to repay in future periods.

~~Capital and liquidity~~

~~While the Company believes that it has sufficient capital to withstand an extended economic recession brought about byCOVID-19,~~ ~~its reported and regulatory capital ratios could be adversely impacted by further credit losses and loss of fee income.~~

The Company maintains access to multiple sources of liquidity. If an extended recession caused large numbers of the Company’s deposit customers to withdraw their funds, the Company might become more reliant on volatile or more expensive sources of funding. Wholesale funding markets have remained open to us, but rates for short term funding have recently been volatile. If funding costs are elevated for an extended period of time, it could have an adverse effect on the Company’s net interest margin.

~~Asset valuation~~

~~Currently, the Company does not expectCOVID-19~~ to affect its ability to account timely for the assets on its consolidated statement of condition; however, this could change in future periods. While certain valuation assumptions and judgments will change to account for pandemic-related circumstances such as widening credit spreads, the Company does not anticipate significant changes in methodology used to determine the fair value of assets measured in accordance with GAAP.

~~COVID-19~~ could cause a further and sustained decline in the Company’s stock price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause us to perform a goodwill impairment test and result in an impairment charge being recorded for that period. In the event that the Company concludes that all or a portion of its goodwill is impaired, a~~non-cash~~ ~~charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or regulatory capital.~~

~~Processes, controls and business continuity plan~~

The Company has invoked its Board approved Pandemic Preparedness Plan that includes a remote working strategy, among other measures. The Company does not anticipate incurring additional material cost related to its continued deployment of the remote working strategy. No material operational or internal control challenges or risks have been identified to date. The Company does not anticipate significant challenges to its ability to maintain its systems and controls in light of the measures the Company has taken to prevent the spread of~~COVID-19. The~~ ~~Company does not currently face any material resource constraint through the implementation of its business continuity plans.~~

~~Lending operations and accommodations to borrowers~~

In keeping with regulatory guidance to work with borrowers during this unprecedented situation and as outlined in the CARES Act, the Company is executing a payment deferral program for its commercial lending clients that are adversely affected by the pandemic. Depending on the demonstrated need of the client, the Company is deferring either the full loan payment or the principal component of the loan payment for 60 or 90 days. As of April 30, 2020, the Company has executed 309 of these deferrals on outstanding loan balances of $148,120. In accordance with interagency guidance issued in March 2020, these short term deferrals are not considered troubled debt restructurings.

With the passage of the Paycheck Protection Program (“PPP”), administered by the Small Business Administration (“SBA”), the Company is actively participating in assisting its customers with applications for resources through the program. PPP loans have a~~two-year~~ term and earn interest at 1%. The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of April 30, 2020, the Company has closed 386 SBA PPP loans representing $38,315 in funding. It is the Company’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government. Should those circumstances change, the Company could be required to establish additional allowance for credit loss through additional credit loss expense charged to earnings.

Further, in sensitivity and service to its communities during this unprecedented time, the Company is waiving late payment and overdraft fees and has temporarily suspended collection efforts on past due loans.

~~Credit~~

~~The Company is working with customers directly affected byCOVID-19. The~~ ~~Company is prepared to offer short-term assistance in accordance with regulator guidelines. As a result of the current economic environment caused by theCOVID-19~~ virus, the Company is engaging in more frequent communication with borrowers to better understand their situation and the challenges faced, allowing it to respond proactively as needs and issues arise. Should economic conditions worsen, the Company could experience further increases in its allowance for loan losses and record additional credit loss expense. It is possible that the Company’s asset quality measures could worsen at future measurement periods if the effects of~~COVID-19~~ ~~are prolonged.~~

Adoption of New Accounting Standards

In ~~January 2017,~~December 2019, the FASB issued ~~ASU2017-04, “~~~~Intangibles—Goodwill and Other~~Accounting Standards Update
No. 2019-12,
Income Taxes (Topic ~~350)—~~740)
: Simplifying the ~~Test~~Accounting for ~~Goodwill Impairment” (“ASU2017-04”). ASU2017-04~~ ~~simplifies~~Income Taxes to simplify various aspects of the ~~accounting for goodwill impairment for all~~current guidance to promote consistent application of the standard among reporting entities by ~~requiring impairment charges to be based on the first step in the previoustwo-step~~ impairment test. Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limitedmoving certain exceptions to the amount of goodwill allocated to that reporting unit. The standard eliminates the prior requirement to calculate a goodwill impairment charge using Step 2, which requires an entity to calculate any impairment charge by comparing the implied fair value of goodwill with its carrying amount.general principles. ASU~~2017-04~~

2019-12

was effective for the Company on January 1, ~~2020~~2021 and did not have a material impact on the Company’s financial statements.

~~ASU2019-13~~ “~~Fair Value Measurement (Topic 820) – Changes in the Disclosure Requirements for Fair Value Measurement~~~~” (“ASU2019-13”)~~ removes the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 fair value measurement methodologies, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements. It also adds a requirement to disclose changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 measurements. For certain unobservable inputs, entities may disclose other quantitative information in lieu of the weighted average if the other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. ASU~~2019-13~~ ~~is effective for annual and interim periods beginning after December 15, 2019. ASU2019-13~~ ~~was effective for the Company on January 1, 2020 and did not have a material impact on the Company’s financial statements.~~

In March 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, (“the agencies”) issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by~~COVID-19.~~ ~~The interagency statement was effective immediately and impacted accounting for loan modifications. Under Accounting Standards Codification310-40,~~ “~~Receivables – Troubled Debt Restructurings by Creditors~~~~,” (“ASC310-40”),~~ a restructuring of debt constitutes a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to~~COVID-19~~ to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. This interagency guidance is expected to have a material impact on the Company’s financial statements; however, this impact cannot be quantified at this time. See Note 8 of the condensed footnotes to the consolidated financial statements for disclosure of the impact to date.

Newly Issued, But Not Yet Effective Accounting Standards

In June 2016, the FASB issued ASU

2016-13, ~~“Financial~~

“Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU

2016-13”).

ASU

2016-13

makes significant changes to the accounting for credit losses on financial instruments and disclosures about them. The new current expected credit loss (CECL) impairment model will require an estimate of expected credit losses, measured over the contractual life of an instrument, which considers reasonable and supportable forecasts of future economic conditions in addition

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to information about past events and current conditions. The standard provides significant flexibility and requires a high degree of judgment with regards to pooling financial assets with similar risk characteristics, determining the contractual terms of said financial assets and adjusting the relevant historical loss information in order to develop an estimate of expected lifetime losses. In addition, ASU

2016-13

amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration. The amendments in ASU

2016-13

are currently effective for fiscal years beginning after December 31

, 2019

, and interim periods within those years for public business entities that are SEC filers. However, in October 2019

, the FASB approved deferral of the effective date for ASU

2016-13

for certain companies. The new effective date for the Company is January 1 ~~2023.~~

, 2023

. ASU

2016-13

permits the use of estimation techniques that are practical and relevant to the Company’s circumstances, as long as they are applied consistently over time and faithfully estimate expected credit losses in accordance with the standard. The ASU lists several common credit loss methods that are acceptable such as a discounted cash flow method, loss-rate method and probability of default/loss given default (PD/LGD) method. Depending on the nature of each identified pool of financial assets with similar risk characteristics, the Company currently plans on implementing a PD/LGD method or a loss-rate method to estimate expected credit losses. The Company expects ASU

2016-13

to have a significant impact on the Company’s accounting policies, internal controls over financial reporting and footnote disclosures. The Company has assessed its data and system needs and has begun designing its financial models to estimate expected credit losses in accordance with the standard. Further development, testing and evaluation of said models is required to determine the impact that adoption of this standard will have on the financial condition and results of operations of the Company.

~~Note 2. Mergers and Acquisitions~~

~~(in thousands, except share data)~~

~~Merger with Charter Bank~~

Effective October 1, 2019, the Company completed its acquisition by merger of Charter Bank (“Charter”), in a transaction valued at approximately $19.7 million. The Company issued 666,101 shares of common stock and paid approximately $6.1 million in cash to Charter shareholders, excluding cash paid for fractional shares. At closing, Charter merged with and into the Bank, with the Bank being the surviving corporation in the merger. Operations of Charter will be included in the consolidated financial statements of the Corporation for periods subsequent to the acquisition date.

~~For further information regarding the merger with Charter, see the Notes to Consolidated Financial Statements of Citizens Holding Company included in the Corporation’s Annual Report on Form10-K~~ ~~for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 13, 2020.~~

Note 3.2. Commitments and Contingent Liabilities

(in thousands)

In the ordinary course of business, the ~~Corporation~~Company 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, ~~2020,~~2021, the ~~Corporation~~Company had entered into loan commitments with certain customers with an aggregate unused balance of ~~$86,167~~$151,662 compared to an aggregate unused balance of ~~$94,009~~$138,185 at December 31, ~~2019.~~2020. There were ~~$2,488~~$4,437 of letters of credit outstanding at March 31, ~~2020~~2021 and ~~$2,436~~$4,565 at December 31, ~~2019.~~2020. The fair value of such commitments 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~~Company does incorporate expectations about the utilization under its credit-related commitments into its asset and liability management program.

The ~~Corporation~~Company 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~~Company’s consolidated financial condition or results of operations.

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Note 4.3. Net Income per Share

(in thousands, except share and per share data)

Net income per ~~share -~~ share—basic has been computed based on the weighted average number of shares outstanding during each period. Net income per ~~share -~~ 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 and restricted stock using the treasury stock method. Net income per share was computed as follows:

For the Three Months
Ended March 31,

   2020    2019
Basic weighted average shares outstanding
   5,579,381    4,892,530
Dilutive effect of granted options
   2,030    2,598




Diluted weighted average shares outstanding
   5,581,411    4,895,128




Net income
   $ 1,160    $ 1,227
Net income per share-basic
   $ 0.21    $ 0.25
Net income per share-diluted
   $ 0.21    $ 0.25


	For the Three Months
	Ended March 31,
	2021		2020
Basic weighted average shares outstanding		5,578,820		5,579,381
Dilutive effect of granted options		994		2,030

Diluted weighted average shares outstanding		5,579,814		5,581,411

Net income	$	1,897	$	1,160
Net income per share-basic	$	0.34	$	0.21
Net income per share-diluted	$	0.34	$	0.21

Note 5.4. Equity Compensation Plans

(in thousands, except per share data)

The ~~Corporation~~Company has adopted the 2013 Incentive Compensation Plan (the “2013 Plan”), which the ~~Corporation~~Company intends to use for future equity grants to employees, directors or consultants until the termination or expiration of the 2013 Plan.

Prior to the adoption of the 2013 Plan, the ~~Corporation~~Company issued awards to directors from the 1999 Directors’ Stock Compensation Plan (the “Directors’ Plan”), which has expired.

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The following table is a summary of the stock option activity for the three months ended March 31, ~~2020:~~

   Directors’ Plan    2013 Plan
   Number
of
Shares    Weighted
Average
Exercise
Price    Number
of
Shares    Weighted
Average
Exercise
Price
Outstanding at December 31, 2019
   40,500    $ 21.49    —      $ —
Granted
   —      —      —      —
Exercised
   (4,500 )    19.18    —      —
Expired
   —      —      —      —








Outstanding at March 31, 2020
   36,000    $ 21.78    —      $ —

2021:


	Directors’ Plan				2013 Plan
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Outstanding at December 31, 2020		19,500	$	19.42		0	$	0
Granted		0		0		0		0
Exercised		0		0		0		0
Expired		0		0		0		0

Outstanding at March 31, 2021		19,500	$	19.42		0	$	0

The intrinsic value of options outstanding under the Directors’ Plan at March 31, ~~2020,~~2021, was ~~$15,480. No~~$9. NaN options were outstanding under the 2013 Plan as of March 31, ~~2020.~~

2021.

During ~~2019,~~2020, the ~~Corporation’s~~Company’s directors received restricted stock grants totaling ~~7,500~~

8,250

shares of common stock under the 2013 Plan. These grants vest over a

one-year

period ending April ~~23, 2020~~29, 2021 during which time the recipients have rights to vote the shares and to receive dividends. The grant date fair value of these shares was ~~$161,475~~ $

169

and will be expensed ratably over the~~one-year~~

one-year

vesting period.

Note 6.5. Income Taxes

(in thousands)

For the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, the Company recorded a provision for income taxes totaling ~~$225~~$413 and ~~$195,~~$225, respectively. The effective tax rate was ~~16.5%~~17.88% and ~~13.7%~~16.50% for the three months ending March 31, 2021 and 2020, ~~and 2019,~~ respectively.

The provision for income taxes includes both federal and state income taxes and differs from the statutory rate due to favorable permanent differences primarily related to tax free municipal investments.

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Note 7.6. Securities

(in thousands)

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, 2020    Amortized
Cost    Gross
Unrealized
Gains    Gross
Unrealized
Losses    Estimated
Fair Value
Securitiesavailable-for-sale

Obligations of U.S. Government agencies
   $ 44,574    $ 191    $ —      $ 44,765
Mortgage backed securities
   367,582    6,024    118    373,488
State, County, Municipals
   62,484    931    94    63,321
Other Securities
   500    3    —      503








Total
   $ 475,140    $ 7,149    $ 212    $ 482,077








December 31, 2019    Amortized
Cost    Gross
Unrealized
Gains    Gross
Unrealized
Losses    Estimated
Fair Value
Securitiesavailable-for-sale

Obligations of U.S. Government agencies
   $ 97,400    $ —      $ 289    $ 97,111
Mortgage backed securities
   308,310    640    2,050    306,900
State, County, Municipals
   59,724    708    60    60,372








Total
   $ 465,434    $ 1,348    $ 2,399    $ 464,383


March 31, 2021	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Securities available-for-sale
Obligations of U.S. Government agencies	$	11,318	$	180	$	263	$	11,235
Mortgage backed securities		609,285		999		11,468		598,816
State, County, Municipals		165,842		2,012		4,156		163,698
Other securities		500		—		—		500

Total	$	786,945	$	3,191	$	15,887	$	774,249


December 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Securities available-for-sale
Obligations of U.S. Government agencies	$	11,870	$	191	$	—	$	12,061
Mortgage backed securities		560,033		4,550		2,600		561,983
State, County, Municipals		100,823		3,410		36		104,197
Other securities		500		8		—		508

Total	$	673,226	$	8,159	$	2,636	$	678,749

At March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, securities with a carrying value of ~~$418,632~~$570,204 and ~~$413,275,~~$558,955, respectively, were pledged to secure government and public deposits and securities sold under agreement to repurchase.

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The amortized cost and estimated fair value of securities by contractual maturity at March 31, ~~2020~~2021 and December 31, ~~2019~~2020 are shown below. Actual maturities may differ from contractual maturities because issuers have the right to call or prepay certain obligations.

   March 31, 2020    December 31, 2019
   Amortized
Cost    Estimated
Fair Value    Amortized
Cost    Estimated
Fair Value
Available-for-sale

Due in one year or less
   $ 845    $ 848    $ 345    $ 345
Due after one year through five years
   38,070    38,117    89,920    89,681
Due after five years through ten years
   17,681    18,019    18,678    18,808
Due after ten years
   50,962    51,605    48,181    48,649
Residential mortgage backed securities
   320,902    326,742    259,309    258,415
Commercial mortgage backed securities
   46,680    46,746    49,001    48,485








Total
   $ 475,140    $ 482,077    $ 465,434    $ 464,383


	March 31, 2021				December 31, 2020
	Amortized		Estimated		Amortized		Estimated
Available-for-sale	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	0	$	0	$	—	$	—
Due after one year through five years		9,940		10,206		3,594		3,701
Due after five years through ten years		13,370		13,934		20,538		21,446
Due after ten years		154,350		151,293		89,061		91,619
Residential mortgage backed securities		591,951		581,017		536,215		537,027
Commercial mortgage backed securities		17,334		17,799		23,818		24,956

Total	$	786,945	$	774,249	$	673,226	$	678,749

The tables below show the ~~Corporation’s~~Company’s gross unrealized losses and fair value of

available-for-sale

investments, aggregated by investment category and length of time that individual investments were in a continuous loss position at March 31, ~~2020~~2021 and December 31, ~~2019.~~

2020.

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A summary of unrealized loss information for securities

available-for-sale,

categorized by security type follows:

March 31, 2020    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
   $ —      $ —      $ —      $ —      $ —      $ —
Mortgage backed securities
   25,319    93    5,566    25    30,885    118
State, County, Municipal
   12,380    92    651    2    13,031    94












Total
   $ 37,699    $ 185    $ 6,217    $ 27    $ 43,916    $ 212












December 31, 2019
   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
   $ 76,682    $ 217    $ 20,429    $ 72    $ 97,111    $ 289
Mortgage backed securities
   101,730    871    76,630    1,179    178,360    2,050
State, County, Municipal
   8,280    37    3,731    23    12,011    60












Total
   $ 186,692    $ 1,125    $ 100,790    $ 1,274    $ 287,482    $ 2,399


March 31, 2021	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Description of Securities	Value		Losses		Value		Losses		Value		Losses
Obligations of U.S. government agencies	$	4,705	$	263	$	0	$	0	$	4,705	$	263
Mortgage backed securities		501,437		11,468		0		0		501,437		11,468
State, County, Municipal		97,153		4,156		0		0		97,153		4,156

Total	$	603,295	$	15,887	$	0	$	0	$	603,295	$	15,887


December 31, 2020		Less than 12 months				12 months or more				Total
	��	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Description of Securities		Value		Losses		Value		Losses		Value		Losses
Mortgage backed securities		$	278,162	$	2,600	$	—	$	—	$	278,162	$	2,600
State, County, Municipal			6,541		36		—		—		6,541		36

Total		$	284,703	$	2,636	$	—	$	—	$	284,703	$	2,636

The ~~Corporation’s~~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 since purchase, mainly in the

mid-term

sector. Additionally, with mortgage rates at historical lows, all of the mortgage backed securities above are prepaying faster than expected at March 31, 2021, therefore causing the book yields to decrease and market yields to lower along with them. None of the unrealized losses disclosed in the previous table are related to credit deterioration. The ~~Corporation~~Company does not intend to sell any securities in an unrealized loss position that it holds and it is not more likely than not that the ~~Corporation~~Company will be required to sell any such security prior to the recovery of its amortized cost basis, which may be at maturity. Furthermore, even though a number of these securities have been in a continuous unrealized loss position for greater than twelve months, the Corporation is collecting principal and interest payments as scheduled. The ~~Corporation~~Company has determined that none of the securities ~~in this classification~~ were other-than-temporarily impaired at March 31, ~~2020~~2021 nor at December 31, ~~2019.~~

2020.

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Note 8.7. Non Purchased Loans

(in thousands, except number of loans)

“Purchased” loans are those acquired in any of the Company’s previous acquisitions. “Non Purchased” loans include all of the Company’s other loans. For purposes of Note 8, all references to “loans” mean non purchased loans.

The composition of net loans at March 31, ~~2020~~2021 and December 31, ~~2019~~2020 was as follows:

   March 31, 2020    December 31, 2019
Real Estate:

Land Development and Construction
   $ 78,059    $ 66,428
Farmland
   15,241    15,595
1-4 Family Mortgages
   88,400    87,631
Commercial Real Estate
   207,453    207,604




Total Real Estate Loans
   389,153    377,258
Business Loans:

Commercial and Industrial Loans
   82,207    84,611
Farm Production and Other Farm Loans
   649    683




Total Business Loans
   82,856    85,294
Consumer Loans:

Credit Cards
   1,629    1,833
Other Consumer Loans
   11,445    12,060




Total Consumer Loans
   13,074    13,893




Total Gross Loans
   485,083    476,445
Unearned Income
   (5 )    (8 )
Allowance for Loan Losses
   (3,816 )    (3,755 )




Loans, net
   $ 481,262    $ 472,682


	March 31, 2021			December 31, 2020
Real Estate:
Land Development and Construction	$	50,209		$	42,677
Farmland		14,154			15,616
1-4 Family Mortgages		91,915			94,280
Commercial Real Estate		302,306			306,875

Total Real Estate Loans		458,584			459,448
Business Loans:
Commercial and Industrial Loans (1)		111,323			115,679
Farm Production and Other Farm Loans		491			541

Total Business Loans		111,814			116,220
Consumer Loans:
Credit Cards		1,710			1,878
Other Consumer Loans		10,118			10,929

Total Consumer Loans		11,828			12,807

Total Gross Loans		582,226			588,475
Unearned Income		(1	)		(1	)
Allowance for Loan Losses		(4,772	)		(4,735	)

Loans, net	$	577,453		$	583,739

(1)	Includes PPP loans of $23,649 and $29,523 as of March 31, 2021 and December 31, 2020, respectively.

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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, segregated by class, were as follows:

   March 31, 2020    December 31, 2019
Real Estate:

Land Development and Construction
   $ 111    $ 111
Farmland
   230    232
1-4 Family Mortgages
   2,054    2,160
Commercial Real Estate
   8,966    9,082




Total Real Estate Loans
   11,361    11,585
Business Loans:

Commercial and Industrial Loans
   512    338
Farm Production and Other Farm Loans
   10    10




Total Business Loans
   522    348
Consumer Loans:

Other Consumer Loans
   58    60




Total Consumer Loans
   58    60




Total Nonaccrual Loans
   $ 11,941    $ 11,993


	March 31, 2021		December 31, 2020
Real Estate:
Land Development and Construction	$	192	$	308
Farmland		275		287
1-4 Family Mortgages		1,836		1,809
Commercial Real Estate		3,791		5,600

Total Real Estate Loans		6,094		8,004
Business Loans:
Commercial and Industrial Loans		476		413
Farm Production and Other Farm Loans		7		9

Total Business Loans		483		422
Consumer Loans:
Other Consumer Loans		26		33

Total Consumer Loans		26		33

Total Nonaccrual Loans	$	6,603	$	8,459

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An aging analysis of past due loans, segregated by class, as of March 31, ~~2020,~~2021, 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
   $ 567    $ 111    $ 678    $ 77,381    $ 78,059    $ —
Farmland
   376    —      376    14,865    15,241    —
1-4 Family Mortgages
   2,263    496    2,759    85,641    88,400    —
Commercial Real Estate
   18,676    2,890    21,566    185,887    207,453    —












Total Real Estate Loans
   21,882    3,497    25,379    363,774    389,153    —
Business Loans:

Commercial and Industrial Loans
   531    296    827    81,380    82,207    12
Farm Production and Other Farm Loans
   35    —      35    614    649    —












Total Business Loans
   566    296    862    81,994    82,856    12
Consumer Loans:

Credit Cards
   34    2    36    1,593    1,629    2
Other Consumer Loans
   117    44    161    11,284    11,445    —












Total Consumer Loans
   151    46    197    12,877    13,074    2












Total Loans
   $ 22,599    $ 3,839    $ 26,438    $ 458,645    $ 485,083    $ 14


	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	$	13	$	—	$	13	$	50,196	$	50,209	$	—
Farmland		60		75		135		14,019		14,154		0
1-4 Family Mortgages		1,083		89		1,172		90,743		91,915		—
Commercial Real Estate		184		814		998		301,308		302,306		—

Total Real Estate Loans		1,340		978		2,318		456,266		458,584		0
Business Loans:
Commercial and Industrial Loans		106		472		578		110,745		111,323		0
Farm Production and Other Farm Loans		11		—		11		480		491		—

Total Business Loans		117		472		589		111,225		111,814		0
Consumer Loans:
Credit Cards		19		10		29		1,681		1,710		10
Other Consumer Loans		40		—		40		10,078		10,118		—

Total Consumer Loans		59		10		69		11,759		11,828		10

Total Loans	$	1,516	$	1,460	$	2,976	$	579,250	$	582,226	$	10

Table of Contents

An aging analysis of past due loans, segregated by class, as of December 31, ~~2019~~2020 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
   $ 736    $ —      $ 736    $ 65,692    $ 66,428    $ —
Farmland
   171    39    210    15,385    15,595    39
1-4 Family Mortgages
   3,116    777    3,893    83,738    87,631    147
Commercial Real Estate
   8,511    2,080    10,591    197,013    207,604    18












Total Real Estate Loans
   12,534    2,896    15,430    361,828    377,258    204
Business Loans:

Commercial and Industrial Loans
   586    312    898    83,713    84,611    52
Farm Production and Other Farm Loans
   17    —      17    666    683    —












Total Business Loans
   603    312    915    84,379    85,294    52
Consumer Loans:

Credit Cards
   45    18    63    1,770    1,833    18
Other Consumer Loans
   172    42    214    11,846    12,060    —












Total Consumer Loans
   217    60    277    13,616    13,893    18












Total Loans
   $ 13,354    $ 3,268    $ 16,622    $ 459,823    $ 476,445    $ 274


	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	$	112	$	—	$	112	$	42,565	$	42,677	$	—
Farmland		183		75		258		15,358		15,616		—
1-4 Family Mortgages		1,301		246		1,547		92,733		94,280		—
Commercial Real Estate		1,407		700		2,107		304,768		306,875		—

Total Real Estate Loans		3,003		1,021		4,024		455,424		459,448		—
Business Loans:
Commercial and Industrial Loans		97		405		502		115,177		115,679		5
Farm Production and Other Farm Loans		2		—		2		539		541		—

Total Business Loans		99		405		504		115,716		116,220		5
Consumer Loans:
Credit Cards		25		9		34		1,844		1,878		9
Other Consumer Loans		66		—		66		10,863		10,929		—

Total Consumer Loans		91		9		100		12,707		12,807		9

Total Loans	$	3,193	$	1,435	$	4,628	$	583,847	$	588,475	$	14

Loans are considered impaired when, based on current information and events, it is probable that the ~~Corporation~~Company 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 all loans over $100 that are 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.

Table of Contents

Impaired loans as of March 31, 2021, segregated by class, were as follows:


	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	$	192	$	192	$	—	$	192	$	—	$	250
Farmland		35		35		—		35		—		73
1-4 Family Mortgages		1,105		1,105		—		1,105		—		1,061
Commercial Real Estate		4,157		1,463		2,501		3,964		766		4,896

Total Real Estate Loans		5,489		2,795		2,501		5,296		766	$	6,280
Business Loans:
Commercial and Industrial Loans		304		—		304		304		108	$	359

Total Business Loans		304		—		304		304		108	$	359

Total Loans	$	5,793	$	2,795	$	2,805	$	5,600	$	874	$	6,639

Impaired loans as of December 31, 2020, segregated by class, were as follows:

      Recorded    Recorded
   Unpaid    Investment    Investment    Total       Average
   Principal    With No    With    Recorded    Related    Recorded
   Balance    Allowance    Allowance    Investment    Allowance    Investment
Real Estate:

Land Development and Construction
   $ 111    $ 58    $ 53    $ 111    $ 16    $ 111
Farmland
   250    250    —      250    —      $ 251
1-4 Family Mortgages
   805    795    10    805    8    $ 822
Commercial Real Estate
   11,463    6,011    3,736    9,747    559    $ 9,768












Total Real Estate Loans
   12,629    7,114    3,799    10,913    583    $ 10,952
Business Loans:

Commercial and Industrial Loans
   433    233    200    433    94    $ 289












Total Business Loans
   433    233    200    433    94    $ 289












Total Loans
   $ 13,062    $ 7,347    $ 3,999    $ 11,346    $ 677    $ 11,241

~~Impaired loans as~~


	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	$	308	$	256	$	52	$	308	$	13	$	210
Farmland		111		111		—		111		—		182
1-4 Family Mortgages		1,016		1,012		4		1,016		1		928
Commercial Real Estate		6,021		3,323		2,504		5,827		768		7,808

Total Real Estate Loans		7,456		4,702		2,560		7,262		782	$	9,127
Business Loans:
Commercial and Industrial Loans		413		54		359		413		125	$	279

Total Business Loans		413		54		359		413		125	$	279

Total Loans	$	7,869	$	4,756	$	2,919	$	7,675	$	907	$	9,405

Table of ~~December 31, 2019, segregated by class, were as follows:~~

      Recorded    Recorded
   Unpaid    Investment    Investment    Total       Average
   Principal    With No    With    Recorded    Related    Recorded
   Balance    Allowance    Allowance    Investment    Allowance    Investment
Real Estate:

Land Development and Construction
   $ 111    $ 58    $ 53    $ 111    $ 16    $ 56
Farmland
   252    252    —      252    —      $ 261
1-4 Family Mortgages
   839    740    99    839    28    $ 996
Commercial Real Estate
   11,506    5,949    3,840    9,789    566    $ 9,337












Total Real Estate Loans
   12,708    6,999    3,992    10,991    610    $ 10,650
Business Loans:

Commercial and Industrial Loans
   144    —      144    144    72    $ 72












Total Business Loans
   144    —      144    144    72    $ 72












Total Loans
   $ 12,852    $ 6,999    $ 4,136    $ 11,135    $ 682    $ 10,722












Contents

The ~~following table presents~~Company did not have any new troubled debt restructurings ~~segregated by class:~~

      Pre-Modification    Post-Modification
March 31, 2020       Outstanding    Outstanding
   Number of
Loans    Recorded
Investment    Recorded
Investment
Commercial real estate
   3    $ 4,871    $ 2,427






Total
   3    $ 4,871    $ 2,427

      Pre-Modification    Post-Modification
December 31, 2019       Outstanding    Outstanding
   Number of    Recorded    Recorded
   Loans    Investment    Investment
Commercial real estate
   3    $ 4,871    $ 2,495






Total
   3    $ 4,871    $ 2,495

as of March 31, 2021 or December 31, 2020.

Changes in the ~~Corporation’s~~Company’s troubled debt restructurings are set forth in the table below:

   Number
of Loans    Recorded
Investment
Totals at January 1, 2019
   3    $ 2,782
Reductions due to:

Principal paydowns
      (287 )




Totals at January 1, 2020
   3    $ 2,495
Reductions due to:

Principal paydowns
      (68 )




Total at March 31, 2020
   3    $ 2,427


	Number of Loans		Recorded Investment
Totals at January 1, 2020		3	$	2,495
Reductions due to:
Principal paydowns				(382	)

Totals at December 31, 2020		3	$	2,113
Reductions due to:
Principal paydowns				(39	)
Reclassification to OREO		2		(1,788	)

Total at March 31, 2021		1	$	286

The allocated allowance for loan losses attributable to restructured loans was

$-0-

at March 31, ~~2020~~2021 and December 31, ~~2019.~~2020. The ~~Corporation~~Company had no commitments to lend additional funds on these troubled debt restructurings as of March 31, ~~2020.~~

2021.

Table of Contents

The ~~Corporation~~Company 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 follows.

Grade 1. MINIMAL RISK - These loans are without loss exposure to the ~~Corporation.~~Company. 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.~~Company. 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. This classification does not mean that the loan will incur a total or partial loss. Substandard loans may or may not be impaired.

Table of Contents

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 as 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, ~~2020.~~

2021.

The following table details the amount of gross loans, segregated by loan grade and class, as of March 31, ~~2020:~~

      Special
   Satisfactory    Mention    Substandard    Doubtful    Loss    Total
   1,2,3,4    5,6    7    8    9    Loans
Real Estate:

Land Development and Construction
   $ 75,338    $ 2,099    $ 622    $ —      $ —      $ 78,059
Farmland
   14,163    327    751    —      —      15,241
1-4 Family Mortgages
   79,860    2,346    6,168    —      26    88,400
Commercial Real Estate
   169,660    20,874    16,919    —      —      207,453












Total Real Estate Loans
   339,021    25,646    24,460    —      26    389,153
Business Loans:

Commercial and Industrial Loans
   77,968    275    3,951    13    —      82,207
Farm Production and Other Farm Loans
   636    —      3    —      10    649












Total Business Loans
   78,604    275    3,954    13    10    82,856
Consumer Loans:

Credit Cards
   1,593    —      36    —      —      1,629
Other Consumer Loans
   11,295    45    59    41    5    11,445












Total Consumer Loans
   12,888    45    95    41    5    13,074












Total Loans
   $ 430,513    $ 25,966    $ 28,509    $ 54    $ 41    $ 485,083












2021:


	Satisfactory 1,2,3,4		Special Mention 5,6		Substandard 7		Doubtful 8		Loss 9		Total Loans
Real Estate:
Land Development and Construction	$	48,774	$	785	$	650	$	—	$	—	$	50,209
Farmland		13,394		128		632		—		—		14,154
1-4 Family Mortgages		82,707		3,451		5,757		—		—		91,915
Commercial Real Estate		257,164		23,443		21,699		—		—		302,306

Total Real Estate Loans		402,039		27,807		28,738		—		—		458,584
Business Loans:
Commercial and Industrial Loans		104,909		4,443		1,966		—		5		111,323
Farm Production and Other Farm Loans		466		—		18		—		7		491

Total Business Loans		105,375		4,443		1,984		—		12		111,814
Consumer Loans:
Credit Cards		1,681		—		29		—		—		1,710
Other Consumer Loans		9,997		63		39		19		—		10,118

Total Consumer Loans		11,678		63		68		19		—		11,828

Total Loans	$	519,092	$	32,313	$	30,790	$	19	$	12	$	582,226

Table of Contents

The following table details the amount of gross loans segregated by loan grade and class, as of December 31, ~~2019:~~

      Special
   Satisfactory    Mention    Substandard    Doubtful    Loss    Total
   1,2,3,4    5,6    7    8    9    Loans
Real Estate:

Land Development and Construction
   $ 64,112    $ 1,682    $ 634    $ —      $ —      $ 66,428
Farmland
   14,533    331    731    —      —      15,595
1-4 Family Mortgages
   79,068    1,917    6,646    —      —      87,631
Commercial Real Estate
   169,270    21,266    17,068    —      —      207,604












Total Real Estate Loans
   326,983    25,196    25,079    —      —      377,258
Business Loans:

Commercial and Industrial Loans
   80,289    128    4,194    —      —      84,611
Farm Production and Other Farm Loans
   669    —      4    —      10    683












Total Business Loans
   80,958    128    4,198    —      10    85,294
Consumer Loans:

Credit Cards
   1,770    —      63    —      —      1,833
Other Consumer Loans
   11,907    59    53    41    —      12,060












Total Consumer Loans
   13,677    59    116    41    —      13,893












Total Loans
   $ 421,618    $ 25,383    $ 29,393    $ 41    $ 10    $ 476,445












2020:


	Satisfactory 1,2,3,4		Special Mention 5,6		Substandard 7		Doubtful 8		Loss 9		Total Loans
Real Estate:
Land Development and Construction	$	41,775	$	120	$	782	$	—	$	—	$	42,677
Farmland		14,801		95		720		—		—		15,616
1-4 Family Mortgages		85,203		3,210		5,867		—		—		94,280
Commercial Real Estate		258,339		35,769		12,767		—		—		306,875

Total Real Estate Loans		400,118		39,194		20,136		—		—		459,448
Business Loans:
Commercial and Industrial Loans		109,525		4,409		1,738		—		7		115,679
Farm Production and Other Farm Loans		512		—		20		—		9		541

Total Business Loans		110,037		4,409		1,758		—		16		116,220
Consumer Loans:
Credit Cards		1,845		—		33		—		—		1,878
Other Consumer Loans		10,820		43		41		25		—		10,929

Total Consumer Loans		12,665		43		74		25		—		12,807

Total Loans	$	522,820	$	43,646	$	21,968	$	25	$	16	$	588,475

Table of Contents

Note 9.8. Purchased Loans

(in thousands)

For purposes of this Note 9,8, all references to “loans” means purchased loans.

The following is a summary of purchased loans:

   March 31, 2020    December 31, 2019
Real Estate:

Land Development and Construction
   $ 13,029    $ 14,722
Farmland
   504    510
1-4 Family Mortgages
   32,157    35,952
Commercial Real Estate
   30,789    32,436




Total Real Estate Loans
   76,479    83,620
Business Loans:

Commercial and Industrial Loans
   12,903    14,153
Farm Production and Other Farm Loans
   871    884




Total Business Loans
   13,774    15,037
Consumer Loans:

Credit Cards
   —      —
Other Consumer Loans
   1,648    1,973




Total Consumer Loans
   1,648    1,973




Total Purchased Loans
   $ 91,901    $ 100,630


	March 31, 2021		December 31, 2020
Real Estate:
Land Development and Construction	$	5,606	$	6,153
Farmland		476		520
1-4 Family Mortgages		20,089		23,306
Commercial Real Estate		23,273		24,237

Total Real Estate Loans		49,444		54,216
Business Loans:
Commercial and Industrial Loans		6,176		7,871
Farm Production and Other Farm Loans		518		755

Total Business Loans		6,694		8,626
Consumer Loans:
Other Consumer Loans		810		940

Total Consumer Loans		810		940

Total Purchased Loans	$	56,948	$	63,782

Table of Contents

Period-end,

non-accrual

loans, segregated by class, were as follows:


	March 31, 2021		December 31, 2020
Real Estate:
1-4 Family Mortgages	$	170	$	73

Total Real Estate Loans		170		73
Business Loans:
Commercial and Industrial Loans		16		18

Total Business Loans		16		18
Consumer Loans:
Other Consumer Loans		0		14

Total Consumer Loans		0		14

Total Nonaccrual Loans	$	186	$	105

Table of Contents

An age analysis of past due loans, segregated by class of loans, as of March 31, ~~2020,~~2021, is 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
   $ 610    $ —      $ 610    $ 12,419    $ 13,029    $ —
Farmland
   167    —      167    337    504    —
1-4 Family Mortgages
   189    53    242    31,915    32,157    —
Commercial Real Estate
   17    4    21    30,768    30,789    —












Total Real Estate Loans
   983    57    1,040    75,439    76,479    —
Business Loans:

Commercial and Industrial Loans
   74    —      74    12,829    12,903    —
Farm Production and Other Farm Loans
   —      —      —      871    871    —












Total Business Loans
   74    —      74    13,700    13,774    —
Consumer Loans:

Credit Cards
   —      —      —      —      —      —
Other Consumer Loans
   32    —      32    1,616    1,648    —












Total Consumer Loans
   32    —      32    1,616    1,648    —












Total Loans
   $ 1,089    $ 57    $ 1,146    $ 90,755    $ 91,901    $ —


	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	$	—	$	—	$	—	$	5,606	$	5,606	$	—
Farmland		—		—		—		476		476		—
1-4 Family Mortgages		—		162		162		19,927		20,089		39
Commercial Real Estate		—		—		—		23,273		23,273		—

Total Real Estate Loans		—		162		162		49,282		49,444		39
Business Loans:
Commercial and Industrial Loans		48		—		48		6,128		6,176		—
Farm Production and Other Farm Loans		—		—		—		518		518		—

Total Business Loans		48		—		48		6,646		6,694		—
Consumer Loans:
Other Consumer Loans		18		—		18		792		810		—

Total Consumer Loans		18		—		18		792		810		—

Total Loans	$	66	$	162	$	228	$	56,720	$	56,948	$	39

Table of Contents

An age analysis of past due loans, segregated by class of loans, as of December 31, ~~2019,~~2020, is as follows:

                  Accruing
      Loans             Loans
   Loans    90 or more             90 or more
   30-89 Days    Days    Total Past    Current    Total    Days
   Past Due    Past Due    Due Loans    Loans    Loans    Past Due
Real Estate:

Land Development and Construction
   $ 528    $ —      $ 528    $ 14,194    $ 14,722    $ —
Farmland
   —      —      —      510    510    —
1-4 Family Mortgages
   444    —      444    35,508    35,952    —
Commercial Real Estate
   603    —      603    31,833    32,436    —












Total Real Estate Loans
   1,575    —      1,575    82,045    83,620    —
Business Loans:

Commercial and Industrial Loans
   379    3    382    13,771    14,153    —
Farm Production and Other Farm Loans
   —      —      —      884    884    —












Total Business Loans
   379    3    382    14,655    15,037    —
Consumer Loans:

Credit Cards
   —      —      —      —      —      —
Other Consumer Loans
   49    8    57    1,916    1,973    —












Total Consumer Loans
   49    8    57    1,916    1,973    —












Total Loans
   $ 2,003    $ 11    $ 2,014    $ 98,616    $ 100,630    $ —


	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	$	332	$	—	$	332	$	5,821	$	6,153	$	—
Farmland		—		—		—		520		520		—
1-4 Family Mortgages		401		—		401		22,905		23,306		—
Commercial Real Estate		0		—		0		24,237		24,237		—

Total Real Estate Loans		733		—		733		53,483		54,216		—
Business Loans:
Commercial and Industrial Loans		849		0		849		7,022		7,871		—
Farm Production and Other Farm Loans		—		—		—		755		755		—

Total Business Loans		849		0		849		7,777		8,626		—
Consumer Loans:
Other Consumer Loans		35		0		35		905		940		—

Total Consumer Loans		35		0		35		905		940		—

Total Loans	$	1,617	$	0	$	1,617	$	62,165	$	63,782	$	—

Table of Contents

The following table details the amount of gross loans by loan grade, which are consistent with the Company’s loan grades, and class as of March 31, ~~2020:~~

      Special
   Satisfactory    Mention    Substandard    Doubtful    Loss    Total
   1,2,3,4    5,6    7    8    9    Loans
Real Estate:

Land Development and Construction
   $ 12,163    $ 780    $ 86    $ —      $ —      $ 13,029
Farmland
   504    —      —      —      —      504
1-4 Family Mortgages
   29,975    1,516    666    —      —      32,157
Commercial Real Estate
   28,956    1,546    287    —      —      30,789












Total Real Estate Loans
   71,598    3,842    1,039    —      —      76,479
Business Loans:

Commercial and Industrial Loans
   11,999    588    316    —      —      12,903
Farm Production and Other Farm Loans
   871    —      —      —      —      871












Total Business Loans
   12,870    588    316    —      —      13,774
Consumer Loans:

Credit Cards
   —      —      —      —      —      —
Other Consumer Loans
   1,615    33    —      —      —      1,648












Total Consumer Loans
   1,615    33    —      —      —      1,648












Total Loans
   $ 86,083    $ 4,463    $ 1,355    $ —      $ —      $ 91,901












2021:


	Satisfactory 1,2,3,4		Special Mention 5,6		Substandard 7		Doubtful 8		Loss 9		Total Loans
Real Estate:
Land Development and Construction	$	4,832	$	754	$	20	$	—	$	—	$	5,606
Farmland		315		161		—		—		—		476
1-4 Family Mortgages		17,532		1,870		687		—		—		20,089
Commercial Real Estate		21,704		1,286		283		—		—		23,273

Total Real Estate Loans		44,383		4,071		990		—		—		49,444
Business Loans:
Commercial and Industrial Loans		5,612		441		123		—		—		6,176
Farm Production and Other Farm Loans		518		—		—		—		—		518

Total Business Loans		6,130		441		123		—		—		6,694
Consumer Loans:
Other Consumer Loans		741		23		45		—		1		810

Total Consumer Loans		741		23		45		—		1		810

Total Loans	$	51,254	$	4,535	$	1,158	$	—	$	1	$	56,948

The following table details the amount of gross loans by loan grade, which are consistent with the Company’s loan grades, and class as of December 31, ~~2019:~~

      Special
   Satisfactory    Mention    Substandard    Doubtful    Loss    Total
   1,2,3,4    5,6    7    8    9    Loans
Real Estate:

Land Development and Construction
   $ 13,890    $ 789    $ 43    $ —      $ —      $ 14,722
Farmland
   510    —      —      —      —      510
1-4 Family Mortgages
   33,737    1,535    680    —      —      35,952
Commercial Real Estate
   30,780    1,656    —      —      —      32,436












Total Real Estate Loans
   78,917    3,980    723    —      —      83,620
Business Loans:

Commercial and Industrial Loans
   13,545    608    —      —      —      14,153
Farm Production and Other Farm Loans
   884    —      —      —      —      884












Total Business Loans
   14,429    608    —      —      —      15,037
Consumer Loans:

Credit Cards
   —      —      —      —      —      —
Other Consumer Loans
   1,937    36    —      —      —      1,973












Total Consumer Loans
   1,937    36    —      —      —      1,973












Total Loans
   $ 95,283    $ 4,624    $ 723    $ —      $ —      $ 100,630

2020:


	Satisfactory 1,2,3,4		Special Mention 5,6		Substandard 7		Doubtful 8			Loss 9		Total Loans
Real Estate:
Land Development and Construction	$	5,364	$	766	$	23	$	—		$	—	$	6,153
Farmland		357		163		—		—			—		520
1-4 Family Mortgages		21,116		1,655		535		—			—		23,306
Commercial Real Estate		22,469		1,484		284		—			—		24,237

Total Real Estate Loans		49,306		4,068		842		—			—		54,216
Business Loans:
Commercial and Industrial Loans		7,121		397		353		—			—		7,871
Farm Production and Other Farm Loans		755		—		—		—			—		755

Total Business Loans		7,876		397		353		—			—		8,626
Consumer Loans:
Other Consumer Loans		862		29		35		—			14		940
									��
Total Consumer Loans		862		29		35		—			14		940

Total Loans	$	58,044	$	4,494	$	1,230	$	—		$	14	$	63,782

Table of Contents

Loans purchased in business combinations that exhibited, at the date of acquisition, evidence of deterioration of the credit quality since origination, such that it was probable that all contractually required payments would not be collected, were as follows:

   March 31, 2020    December 31, 2019
Real Estate:

Land Development and Construction
   $ 36    $ 43
Farmland
   —      —
1-4 Family Mortgages
   692    706
Commercial Real Estate
   4    —




Total Real Estate Loans
   732    749




Total PCD Loans
   $ 732    $ 749


	March 31, 2021		December 31, 2020
Real Estate:
Land Development and Construction	$	6	$	8
1-4 Family Mortgages		—		25

Total Real Estate Loans		6		33

Business Loans:
Commercial and Industrial Loans		307		305

Total Business Loans		307		305
Total Purchased Credit Deteriorated Loans	$	313	$	338

Non-accrual

loans of ~~$82~~

$-0-

and ~~$33~~25 are included in the

1-4

Family Mortgages at March 31, ~~2020~~2021 and December 31, ~~2019 and $4 are included in Commercial Real Estate at March 31, 2020.~~

2020, respectively.

The following table presents the fair value of loans determined to be impaired at the time of acquisition:

   Total Purchased Credit Deteriorated Loans
Contractually-required principal
   $ 993
Nonaccretable difference
   (68 )


Cash flows expected to be collected
   925
Accretable yield
   (36 )


Fair Value
   $ 889

~~Changes in the accretable yield of loans purchased with deteriorated credit quality were as follows:~~

Balance at January 1, 2020
   $ (16 )
Additions through acquisition
   —
Reclasses from nonaccretable difference
   (13 )
Accretion
   5
Charge-off
   —


Balance at March 31, 2020
   $ (24 )


	Total Purchased Credit Deteriorated Loans
Contractually-required principal	$	993
Nonaccretable difference		(68	)

Cash flows expected to be collected		925
Accretable yield		(36	)

Fair Value	$	889

There were

loans classified as TDRs purchased as part of the acquisition of Charter.

Table of Contents

The following table presents the fair value of loans purchased from Charter as of the October 1, 2019 acquisition date:


	October 1, 2019
At acquisition date:
Contractually-required principal	$	104,127
Nonaccretable difference		(68	)
Cash flows expected to be collected		104,059
Accretable yield		(394	)

Fair Value	$	103,665

Note ~~10.~~9. Allowance for Loan Losses

(in thousands)

The allowance for loan losses is 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 are adjusted when necessary.

Table of Contents

The following table details activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2021:


March 31, 2021	Real Estate			Business Loans		Consumer		Total
Beginning Balance, January 1, 2021	$	3,885		$	611	$	239	$	4,735
Provision for loan losses		33			22		32		87
Chargeoffs		31			31		35		97
Recoveries		36			3		8		47

Net (recoveries) chargeoffs		(5	)		28		27		50

Ending Balance	$	3,923		$	605	$	244	$	4,772

Period end allowance allocated to:
Loans individually evaluated for impairment	$	766		$	108	$	—	$	874
Loans collectively evaluated for impairment		3,157			497		244		3,898

Ending Balance, March 31, 2021	$	3,923		$	605	$	244	$	4,772

The following table details activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2020:

   Real
Estate    Business
Loans    Consumer    Total
March 31, 2020

Beginning Balance, January 1, 2020
   $ 3,075    $ 371    $ 309    $ 3,755
Provision for loan losses
   184    3    127    314
Chargeoffs
   222    23    55    300
Recoveries
   14    24    9    47








Net (recoveries) chargeoffs
   208    (1 )    46    253








Ending Balance
   $ 3,051    $ 375    $ 390    $ 3,816








Period end allowance allocated to:

Loans individually evaluated for impairment
   $ 582    $ 95    $ —      $ 677
Loans collectively evaluated for impairment
   2,469    280    390    3,139








Ending Balance, March 31, 2020
   $ 3,051    $ 375    $ 390    $ 3,816


March 31, 2020	Real Estate		Business Loans			Consumer		Total
Beginning Balance, January 1, 2020	$	3,075	$	371		$	309	$	3,755
Provision for loan losses		184		3			127		314
Chargeoffs		222		23			55		300
Recoveries		14		24			9		47

Net (recoveries) chargeoffs		208		(1	)		46		253

Ending Balance	$	3,051	$	375		$	390	$	3,816

Period end allowance allocated to:
Loans individually evaluated for impairment	$	582	$	95		$	—	$	677
Loans collectively evaluated for impairment		2,469		280			390		3,139

Ending Balance, March 31, 2020	$	3,051	$	375		$	390	$	3,816

Table of Contents

The ~~following table details activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2019:~~

   Real
Estate    Business
Loans    Consumer    Total
March 31, 2019

Beginning Balance, January 1, 2019
   $ 2,845    $ 222    $ 305    $ 3,372
Provision for loan losses
   (63 )    99    159    195
Chargeoffs
   —      12    25    37
Recoveries
   12    4    14    30








Net (recoveries) chargeoffs
   (12 )    8    11    7








Ending Balance
   $ 2,794    $ 313    $ 453    $ 3,560








Period end allowance allocated to:

Loans individually evaluated for impairment
   $ 417    $ 5    $ —      $ 422
Loans collectively evaluated for impairment
   2,377    308    453    3,138








Ending Balance, March 31, 2019
   $ 2,794    $ 313    $ 453    $ 3,560

~~The Corporation’s~~Company’s recorded investment in loans as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 related to each balance in the allowance for possible loan losses by portfolio segment and disaggregated on the basis of the ~~Corporation’s~~Company’s impairment methodology was as ~~follows (in thousands):~~

   Real
Estate    Business
Loans    Consumer    Total
March 31, 2020

Loans individually evaluated for specific impairment
   $ 10,913    $ 433    $ —      $ 11,346
Loans collectively evaluated for general impairment
   453,987    96,197    14,722    564,906
Acquired with deteriorated credit quality
   732    —      —      732








   $ 465,632    $ 96,630    $ 14,722    $ 576,984








   Real
Estate    Business
Loans    Consumer    Total
December 31, 2019

Loans individually evaluated for specific impairment
   $ 10,991    $ 144    $ —      $ 11,135
Loans collectively evaluated for general impairment
   449,138    100,187    15,866    565,191
Acquired with deteriorated credit quality
   749    —      —      749








   $ 460,878    $ 100,331    $ 15,866    $ 577,075








follows:


March 31, 2021	Real Estate		Business Loans		Consumer		Total
Loans individually evaluated for specific impairment	$	5,296	$	304	$	—	$	5,600
Loans collectively evaluated for general impairment		502,726		117,897		12,638		633,261
Acquired with deteriorated credit quality		6		307		—		313

	$	508,028	$	118,508	$	12,638	$	639,174


December 31, 2020	Real Estate		Business Loans		Consumer		Total
Loans individually evaluated for specific impairment	$	7,262	$	413	$	—	$	7,675
Loans collectively evaluated for general impairment		506,368		124,128		13,748		644,244
Acquired with deteriorated credit quality		33		305		—		338

	$	513,663	$	124,846	$	13,748	$	652,257

Table of Contents

Note ~~11.~~10. Premises and Equipment

(in thousands)

The Company leases certain premises and equipment under operating leases. At March 31, ~~2020,~~2021, the Company had lease liabilities and ~~ROU~~

Right-of-Use

(“ROU”) assets totaling ~~$690 thousand~~$2,630 related to these leases. Lease liabilities and ROU assets are reflected in other liabilities and other assets, respectively. For the three months ended March 31, ~~2020,~~2021, the weighted average remaining lease term for operating leases was ~~1.1 years~~1 year and the weighted average discount rate used in the measurement of operating lease liabilities was ~~3.3%~~3.19%.

Lease costs were as follows:

   Three Months Ended
   March 31, 2020
(in thousands)
Operating lease cost
   $ 92
Short-term lease cost
   6
Variable lease cost
   —


   $ 98


(in thousands)	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Operating lease cost	$	117	$	92
Short-term lease cost		6		6
Variable lease cost		0—		—

	$	123	$	98

There were no sale and leaseback transactions, leverage leases or lease transactions with related parties during the three months ended March 31, ~~2020.~~

2021.

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is as follows:

   Three Months Ended
   March 31, 2020
(in thousands)
Lease payments due:

Within one year
   $ 348
After one year but within two years
   306
After two years but within three years
   60
After three year but within four years
   —
After four years but within five years
   —
After five years
   —


Total undiscounted cash flows
   714
Discount on cash flows
   (24 )


Total lease liability
   $ 690


(in thousands)	Three Months Ended March 31, 2021
Lease payments due:
Within one year	$	2,218
After one year but within two years		121
After two years but within three years		63
After three year but within four years		64
After four years but within five years		65
After five years		123

Total undiscounted cash flows		2,654
Discount on cash flows		(24	)

Total lease liability	$	2,630

Table of Contents

Note ~~12. Goodwill and~~11. Other Intangible Assets

(in thousands)

~~The carrying amount of goodwill for the three months ended March 31, 2020 were as follows:~~

   Total
Balance at January 1, 2020
   $ 13,103
Measurement period adjustment to goodwill from Charter acquisition
   27


Balance at March 31, 2020
   $ 13,130

The following table provides a summary of finite-lived intangible assets as of the dates presented:

   March 31, 2020    December 31, 2019
Core deposit intangible
   $ 739    $ 766
Accumulated amortization
   (27 )    (27 )




Total finite-lived intangible assets
   $ 712    $ 739


	March 31, 2021			December 31, 2020
Core deposit intangible	$	630		$	739
Accumulated amortization		(27	)		(109	)

Total finite-lived intangible assets	$	603		$	630

Core deposit intangible amortization expense for the ~~three month periods~~period ended March 31, ~~2020~~2021 and ~~2019~~period ended December 31, 2020 was $27 and~~$-0-,~~ $109, respectively. The estimated amortization expense of finite-lived intangible assets for the ~~fived~~five succeeding fiscal years is summarized as follows:

Year ending December 31,
   Amount
2020
   $ 82
2021
   109
2022
   109
2023
   109
2024
   109
Thereafter
   194


   $ 712


Year ending December 31,	Amount
2021	$	82
2022		109
2023		109
2024		109
2025		109
Thereafter		85

	$	603

Table of Contents

Note ~~13.~~12. Shareholders’ Equity

(in thousands, except share data)

The following summarizes the activity in the capital structure of the Company:

            Accumulated
   Number       Additional    Other
   of Shares    Common    Paid-In    Comprehensive Retained
   Issued    Stock    Capital    Income (Loss) Earnings Total
Balance, January 1, 2020
   5,578,131    $ 1,116    $ 17,883    $ (789 ) $ 94,590 $ 112,800
Net income
   —      —      —      —   1,160 1,160
Dividends paid ($0.24 per share)
   —      —      —      —   (1,339 ) (1,339 )
Options exercised
   4,500    1    86    —   —   87
Restricted stock granted
   —      —      —      —   —   —
Stock compensation expense
   —      —      40    —   —   40
Other comprehensive income, net
   —      —      —      5,996 —   5,996








Balance, March 31, 2020
   5,582,631    $ 1,117    $ 18,009    $ 5,207 $ 94,411 $ 118,744

            Accumulated
   Number       Additional    Other
   of Shares    Common    Paid-In    Comprehensive Retained
   Issued    Stock    Capital    Income (Loss) Earnings Total
Balance, January 1, 2019
   4,904,530    $ 981    $ 4,298    $ (14,975 ) $ 93,562 $ 83,866
Net income
   —      —      —      —   1,227 1,227
Dividends paid ($0.24 per share)
   —      —      —      —   (1,177 ) (1,177 )
Options exercised
   —      —      —      —   —   —
Restricted stock granted
   —      —      —      —   —   —
Stock compensation expense
   —      —      41    —   —   41
Other comprehensive income, net
   —      —      —      6,622 —   6,622








Balance, March 31, 2019
   4,904,530    $ 981    $ 4,339    $ (8,353 ) $ 93,612 $ 90,579


	Number of Shares Issued		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total
Balance, January 1, 2021		5,587,070	$	1,118	$	18,134	$	4,138		$	96,158		$	119,548
Net income		—		—		—		—			1,897			1,897
Dividends paid ($0.24 per share)		—		—		—		—			(1,341	)		(1,341	)
Options exercised		—		—		—		—			—			—
Restricted stock granted		—		—		—		—			—			—
Stock compensation expense		—		—		42		—			—			42
Other comprehensive loss, net		—		—		—		(13,666	)		—			(13,666	)

Balance, March 31, 2021		5,587,070	$	1,118	$	18,176	$	(9,528)		$	96,714		$	106,480


	Number of Shares Issued		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings			Total
Balance, January 1, 2020		5,578,131	$	1,116	$	17,883	$	(789)	$	94,590		$	112,800
Net income		—		—		—		—		1,160			1,160
Dividends paid ($0.24 per share)		—		—		—		—		(1,339	)		(1,339	)
Options exercised		4,500		1		86		—		—			87
Restricted stock granted		—		—		—		—		—			—
Stock compensation expense		—		—		40		—		—			40
Other comprehensive income, net		—		—		—		5,996		—			5,996

Balance, March 31, 2020		5,582,631	$	1,117	$	18,009	$	5,207	$	94,411		$	118,744

Note ~~14.~~13. Fair Value of Financial Instruments

(in thousands)

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 (unadjusted) in active markets for identical assets or liabilities;

Level 2		Inputs other than quoted prices in active markets for identical assets and liabilities included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active; or

Level 3		Unobservable inputs for an asset or liability, such as discounted cash flow models or valuations.

Table of Contents

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 were measured at fair value on a recurring basis as of March 31, ~~2020:~~

      Fair Value Measurements Using:
   Quoted Prices
   in Active    Significant
   Markets for    Other    Significant
   Identical    Observable    Unobservable
   Assets    Inputs    Inputs
   (Level 1)    (Level 2)    (Level 3)    Totals
Securities available for sale

Obligations of U.S.

Government Agencies
   $ —      $ 44,765    $ —      $ 44,765
Mortgage-backed securities
   —      373,488    —      373,488
State, county and municipal obligations
   —      63,321    —      63,321
Other securities
   503    —      —      503








Total
   $ 503    $ 481,574    $ —      $ 482,077








2021:


	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	$	—	$	11,235	$	—	$	11,235
Mortgage-backed securities		—		598,816		—		598,816
State, county and municipal		—		163,698		—		163,698
Other securities		—		500		—		500

Total	$	—	$	774,249	$	—	$	774,249

The following table presents assets and liabilities that were measured at fair value on a recurring basis as of December 31, ~~2019:~~

      Fair Value Measurements Using:
   Quoted Prices
   in Active    Significant
   Markets for    Other    Significant
   Identical    Observable    Unobservable
   Assets    Inputs    Inputs
   (Level 1)    (Level 2)    (Level 3)    Totals
Securities available for sale

Obligations of U.S. Government Agencies
   $ —      $ 97,111    $ —      $ 97,111
Mortgage-backed securities
   —      306,900    —      306,900
State, county and municipal obligations
   —      60,372    —      60,372








Total
   $ —      $ 464,383    $ —      $ 464,383

2020:


	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	$	—	$	12,061	$	—	$	12,061
Mortgage-backed securities		—		561,983		—		561,983
State, county and municipal		—		104,197		—		104,197
Other securities		—		508		—		508

Total	$	—	$	678,749	$	—	$	678,749

The ~~Corporation~~Company recorded no0 gains or losses in earnings for the period ended March 31, ~~2020~~2021 or December 31, ~~2019~~2020 that were attributable to the change in unrealized gains or losses relating to assets still held at the reporting date.

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Impaired Loans

Loans considered impaired are reserved for at the time the loan is identified as impaired taking into account the fair value of the collateral less estimated selling costs. Collateral may be real estate and/or business assets including but not limited to, equipment, inventory and accounts receivable. The fair value of real estate is determined based on appraisals by qualified licensed appraisers. The fair value of the business assets is generally based on amounts reported on the business’s financial statements. Appraised and reported values may be adjusted based on management’s historical knowledge, changes in market conditions from the time of valuation and management knowledge of the client and the client’s business. Since not all valuation inputs are observable, these nonrecurring fair value determinations are classified Level 3. The unobservable inputs may vary depending on the individual assets with the fair value of real estate based on appraised value being the predominant approach. The Company reviews the certified appraisals for appropriateness and adjusts the value downward to consider selling, closing and liquidation costs, which typically approximates 25% of the appraised value. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors previously identified.

Other real estate owned

OREO is primarily comprised of real estate acquired in partial or full satisfaction of loans. OREO is recorded at its estimated fair value less estimated selling and closing costs at the date of transfer, with any excess of the related loan balance over the fair value less expected selling costs charged to the allowance for loan losses. Subsequent changes in fair value are reported as adjustments to the carrying amount and are recorded against earnings. The Company outsources the valuation of OREO with material balances to third party appraisers. The Company reviews the third-party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically approximate 25% of the appraised value.

For assets measured at fair value on a nonrecurring basis during ~~2020~~2021 that were still held on the ~~Corporation’s~~Company’s balance sheet at March 31, ~~2020,~~2021, the following table provides the hierarchy level and the fair value of the related assets:

   Quoted Prices
   in Active    Significant
   Markets for    Other    Significant
   Identical    Observable    Unobservable
   Assets    Inputs    Inputs
   (Level 1)    (Level 2)    (Level 3)    Totals
Impaired loans
   $ —      $ —      $ 254    $ 254








Total
   $ —      $ —      $ 254    $ 254


	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Totals
Impaired loans	$	—	$	—	$	109	$	109
Other real estate owned		—		—		42		42

Total	$	—	$	—	$	151	$	151

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The following table presents information as of March 31, ~~2020~~2021 about significant unobservable inputs (Level 3) used in the valuation of assets and liabilities measured at fair value on a nonrecurring basis:

         Significant Unobservable    Range of
Financial instrument
   Fair Value    Valuation Technique    Inputs    Inputs
Impaired loans
   $ 254    Appraised value of collateral less    Estimated costs to sell    25 %
      estimated costs to sell

Financial instrument

Fair Value

Valuation Technique

Significant Unobservable Inputs

Range of
Inputs

Impaired loans

109

Appraised value of collateral less

estimated costs to sell

Estimated costs to sell

OREO

Appraised value of collateral less

estimated costs to sell

Estimated costs to sell

For assets measured at fair value on a nonrecurring basis during ~~2019~~2020 that were still held on the ~~Corporation’s~~Company’s balance sheet at December 31, ~~2019,~~2020, 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	$	—	$	—	$	2,013	$	2,013

Total	$	—	$	—	$	2,013	$	2,013

Impaired loans, whose fair value was remeasured during the period, with a carrying value of ~~$390~~$118 and ~~$5,003~~$2,920 had an allocated allowance for loan losses of ~~$136~~$9 and ~~$427~~$907 at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, 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.

After monitoring the carrying amounts for subsequent declines or impairments after foreclosure, management determined that a fair value adjustment to OREO in the amount of $16 and

$-0-

was necessary and recorded during the three-month period ended March 31, ~~2020~~2021 and the year ended December 31, ~~2019.~~

2020, respectively.

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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.

The following represents the carrying value and estimated fair value of the ~~Corporation’s~~Company’s financial instruments at March 31, ~~2020:~~

         Fair Value Measurements Using:
      Quoted Prices
      in Active    Significant
      Markets for    Other    Significant    Total
   Carrying    Identical    Observable    Unobservable    Fair
March 31, 2020    Value    Assets    Inputs    Inputs    Value
      (Level 1)    (Level 2)    (Level 3)
Financial assets

Cash and due from banks
   $ 19,610    $ 19,610    $ —      $ —      $ 19,610
Interest bearing deposits with banks
   61,909    61,909    —      —      61,909
Securitiesavailable-for-sale
   482,077    503    481,574    —      482,077
Net loans
   573,163    —      —      566,944    566,944
Financial liabilities Deposits
   $ 925,888    $ 693,750    $ 234,138    $ —      $ 927,888
Securities sold under agreement to repurchase
   159,442    159,442    —      —      159,442

2021:


March 31, 2021	Carrying Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total Fair Value
			(Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and due from banks	$	26,667	$	26,667	$	—	$	—	$	26,667
Interest bearing deposits with banks		25,009		25,009		—		—		25,009
Securities available-for-sale		774,249		0		774,249		—		774,249
Net loans		634,401		—		—		628,207		628,207
Financial liabilities
Deposits	$	1,229,621	$	972,079	$	258,733	$	—	$	1,230,812
Securities sold under agreement to repurchase		197,709		197,709		—		—		197,709

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The following represents the carrying value and estimated fair value of the ~~Corporation’s~~Company’s financial instruments at December 31, ~~2019:~~

         Fair Value Measurements Using:
      Quoted Prices
      in Active    Significant
      Markets for    Other    Significant    Total
   Carrying    Identical    Observable    Unobservable    Fair
December 31, 2019    Value    Assets    Inputs    Inputs    Value
      (Level 1)    (Level 2)    (Level 3)
Financial assets

Cash and due from banks
   $ 15,937    $ 15,937    $ —      $ —      $ 15,937
Federal funds sold
   1,600    1,600    —      —      1,600
Interest bearing deposits with banks
   58,557    58,557    —      —      58,557
Securitiesavailable-for-sale
   464,383    —      464,383    —      464,383
Net loans
   573,312    —      —      569,640    569,640
Financial liabilities Deposits
   $ 898,996    $ 642,825    $ 258,100    $ —      $ 900,925
Securities sold under agreement to repurchase
   170,410    170,410    —      —      170,410
2020:


December 31, 2020	Carrying Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total Fair Value
			(Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and due from banks	$	16,840	$	16,840	$	—	$	—	$	16,840
Interest bearing deposits with banks		25,468		25,468		—		—		25,468
Securities available-for-sale		678,749		—		678,749		—		678,749
Net loans		647,521		—		—		638,362		638,362
Financial liabilities
Deposits	$	1,095,189	$	861,552	$	234,909	$	—	$	1,096,461
Securities sold under agreement to repurchase		196,272		196,272		—		—		196,272
Federal Home Loan Bank advances		25,000		25,000		—		—		25,000

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~~ITEM 2.~~

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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

(in thousands, except share and per share data)

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form

10-Q ~~(the~~

(the “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. The ~~Corporation~~Company 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 business of Citizens Holding Company (the “Company”) and the Company’s wholly-owned subsidiary, The Citizens Bank of Philadelphia, Mississippi (the “Bank” and collectively with the Company, the ~~“Corporation”~~“Company”), include, but are not limited to, the following:

expectations about the movement of interest rates, including actions that may be taken by the Federal Reserve Board in response to changing economic conditions;

adverse changes in asset quality and loan demand, and the potential insufficiency of the allowance for loan losses and our ability to foreclose on delinquent mortgages;

the risk of adverse changes in business conditions in the banking industry generally and in the specific markets in which the Company operates including, but not limited to, the ~~negative impacts~~effects of the emergence of widespread health emergencies or pandemics, including the duration of the

COVID-19

pandemic and ~~disruptions resulting from~~its impact on the ~~recent outbreak~~Company’s and its customers’ business, results of~~COVID-19;~~

operations, asset quality and financial condition;

extensive regulation, changes in the legislative and regulatory environment that negatively impact the Company and the Bank through increased operating expenses and the potential for regulatory enforcement actions, claims, or litigation;

increased competition from other financial institutions and the risk of failure to achieve our business strategies;

events affecting our business operations, including the effectiveness of our risk management framework, the accuracy of our estimates, our reliance on third party vendors, the risk of security breaches and potential fraud, and the impact of technological advances;

our ability to maintain sufficient capital and to raise additional capital when needed;

our ability to maintain adequate liquidity to conduct business and meet our obligations;

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events affecting our ability to compete effectively and achieve our strategies, such as the risk of failure to achieve the revenue increases expected to result from our acquisitions, branch additions and in new product and service offerings, our ability to control expenses and our ability to attract and retain skilled people;

events that adversely affect our reputation, and the resulting potential adverse impact on our business operations;

risks arising from owning our common stock, such as the volatility and trading volume, our ability to pay dividends, the regulatory limitations on stock ownership, and provisions in our governing documents that may make it more difficult for another party to obtain control of us; and

other risks detailed from

time-to-time

in the Company’s filings with the Securities and Exchange Commission.

Except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statements subsequent to the date of this Quarterly Report, or if earlier, the date on which such statements were made.

Management’s discussion and analysis is intended to provide greater insight into the results of operations and the financial condition of the ~~Corporation.~~Company. The following discussion should be read in conjunction with the consolidated financial statements and notes appearing elsewhere in this Quarterly Report.

All dollar amounts appearing in this section of our Quarterly Report are in thousands unless otherwise notes or the context otherwise requires.

OVERVIEW

The Company is a

one-bank

holding company incorporated under the laws of the State of Mississippi on February 16, 1982. The Company is the sole shareholder of the Bank. The Company does not have any direct subsidiaries other than the Bank.

The Bank was opened on February 8, 1908 as The First National Bank of Philadelphia. In 1917, the Bank surrendered its national charter and obtained a state charter, at which time the name of the Bank was changed to The Citizens Bank of Philadelphia, Mississippi. At March 31, ~~2020,~~2021, the Bank was the largest bank headquartered in Neshoba County, Mississippi, with total assets of ~~$1,216~~$1,548,056 and total deposits of ~~$927,645.~~$1,231,805. In addition to full service commercial banking, the Bank offers title insurance services through its subsidiary, Title Services LLC. All significant intercompany transactions have been eliminated in consolidation. The principal executive offices of both the Company and the Bank are located at 521 Main Street, Philadelphia, Mississippi 39350, and the main telephone number is (601)

656-4692.

All references hereinafter to the activities or operations of the Company reflect the Company’s activities or operations through the Bank.

LIQUIDITY

The ~~Corporation~~Company 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~~Company at March 31, ~~2020,~~2021, was ~~21.67%~~29.78% and at December 31, ~~2019,~~2020, was ~~24.87%~~22.06%. The ~~decrease~~increase was due to an increase in ~~deposits~~available for sale securities at March 31, ~~2020.~~2021 due to increased deposits as a result of the

COVID-19

savings trend along with record financial stimulus. Management believes it maintains adequate liquidity for the ~~Corporation’s~~Company’s current needs.

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The ~~Corporation’s~~Company’s primary source of liquidity is customer deposits, which were ~~$925,888~~$1,229,621 at March 31, ~~2020,~~2021, and ~~$898,996~~$1,095,189 at December 31, ~~2019.~~2020. Other sources of liquidity include investment securities, the ~~Corporation’s~~Company’s line of credit with the Federal Home Loan Bank (“FHLB”) and federal funds lines with correspondent banks. The ~~Corporation~~Company had ~~$482,077~~$774,249 invested in

available-for-sale

investment securities at March 31, ~~2020,~~2021, and ~~$464,383~~$678,749 at December 31, ~~2019. This increase was due~~2020. The Company’s deposit growth during the

COVID-19

pandemic, has outpaced loan growth and therefore, the excess funds were invested in securities to ~~purchases coupled with an increase in~~help the ~~market value~~profitability of the ~~Corporation’s investment securities portfolio in excess of paydowns, maturities, sales and calls.~~

Company.

The ~~Corporation~~Company also had ~~$61,909~~$25,009 in interest bearing deposits at other banks at March 31, ~~2020~~2021 and ~~$58,557~~$25,468 at December 31, ~~2019.~~2020. The ~~Corporation~~Company had secured and unsecured federal funds lines with correspondent banks in the amount of $45,000 at both March 31, ~~2020~~2021 and December 31, ~~2019.~~2020. In addition, the ~~Corporation~~Company has the ability to draw on its line of credit with the FHLB. At March 31, ~~2020,~~2021, the ~~Corporation~~Company had unused and available ~~$223,047~~$207,835 of its line of credit with the FHLB and at December 31, ~~2019,~~2020, the ~~Corporation~~Company had unused and available ~~$177,592~~$167,285 of its line of credit with the FHLB. The increase in the amount available under the ~~Corporation’s~~Company’s line of credit with the FHLB from the end of ~~2019~~2020 to March 31, ~~2020,~~2021, was the result of an increase in the amount of loans eligible for the collateral pool securing the ~~Corporation’s~~Company’s line of credit with the FHLB. The ~~Corporation~~Company had federal funds purchased of

$-0-

as of March 31, ~~2020~~2021 and December 31, ~~2019.~~2020. The ~~Corporation~~Company may purchase federal funds from correspondent banks on a temporary basis to meet short term funding needs.

When the ~~Corporation~~Company has more funds than it needs for its reserve requirements or short-term liquidity needs, the ~~Corporation~~Company increases its investment portfolio, increases the balances in interest bearing due from bank 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

Total shareholders’ equity was ~~$118,744~~$106,480 at March 31, ~~2020,~~2021, as compared to ~~$112,800~~$119,548 at December 31, ~~2019.~~2020. The ~~increase~~decrease in shareholders’ equity was the result of ~~a decrease in~~ the accumulated other comprehensive loss brought about by the investment securities market value adjustment partially offset by ~~dividends paid~~earnings in excess of ~~earnings.~~ dividends paid.

The market value adjustment, which was an increase due to general market conditions, specifically the decrease in medium term interest rates, caused an increase in the market price of the Corporation’s investment portfolio.

~~The Corporation~~Company paid aggregate cash dividends in the amount of ~~$1,339,~~$1,341, or $0.24 per share, during the three-month period ended March 31, ~~2020~~2021 compared to ~~$1,177,~~$1,339, or $0.24 per share, for the same period in ~~2019.~~

2020.

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Quantitative measures established by federal regulations to ensure capital adequacy require the ~~Corporation~~Company 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, ~~2020,~~2021, the ~~Corporation~~Company meets all capital adequacy requirements to which it is subject and according to these requirements the ~~Corporation~~Company is considered to be well capitalized.

         Minimum Capital
      Minimum Capital Requirement to be
      Requirement to be Adequately
   Actual Well Capitalized Capitalized
   Amount    Ratio Amount    Ratio Amount    Ratio
March 31, 2020

Citizens Holding Company Tier 1 leverage ratio
   $ 98,695    8.30 % $ 59,432    5.00 % $ 47,546    4.00 %
Common Equity tier 1 capital ratio
   98,695    13.82 % 77,262    6.50 % 53,489    4.50 %
Tier 1 risk-based capital ratio
   98,695    13.82 % 57,147    8.00 % 42,861    6.00 %
Total risk-based capital ratio
   102,510    14.35 % 71,434    10.00 % 57,147    8.00 %
December 31, 2019

Citizens Holding Company Tier 1 leverage ratio
   $ 98,733    8.33 % $ 59,270    5.00 % $ 47,416    4.00 %
Common Equity tier 1 capital ratio
   98,733    13.86 % 77,051    6.50 % 53,343    4.50 %
Tier 1 risk-based capital ratio
   98,733    13.86 % 56,972    8.00 % 42,729    6.00 %
Total risk-based capital ratio
   102,488    14.39 % 71,215    10.00 % 56,972    8.00 %


	Actual					Minimum Capital Requirement to be Well Capitalized					Minimum Capital Requirement to be Adequately Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
March 31, 2021
Citizens Holding Company
Tier 1 leverage ratio	$	102,303		6.93	%	$	73,852		5.00	%	$	59,082		4.00	%
Common Equity tier 1 capital ratio		102,303		11.96	%		96,007		6.50	%		66,467		4.50	%
Tier 1 risk-based capital ratio		102,303		11.96	%		68,450		8.00	%		51,338		6.00	%
Total risk-based capital ratio		107,075		12.51	%		85,563		10.00	%		68,450		8.00	%
December 31, 2020
Citizens Holding Company
Tier 1 leverage ratio	$	101,640		7.22	%	$	70,344		5.00	%	$	56,275		4.00	%
Common Equity tier 1 capital ratio		101,640		12.55	%		91,448		6.50	%		63,310		4.50	%
Tier 1 risk-based capital ratio		101,640		12.55	%		64,780		8.00	%		48,585		6.00	%
Total risk-based capital ratio		106,375		13.14	%		80,975		10.00	%		64,780		8.00	%

The Dodd-Frank Act requires the Federal Reserve Bank (“FRB”), the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance ~~Corporation~~Company (“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 replaced 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 Company and the Bank began to comply with the final Basel III rules, which became effective on January 1, 2019. Among other things, the final Basel III rules impact regulatory capital ratios of banking organizations in the following manner:

Create a 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%.

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In addition, the final Basel III rules subject banking organizations to certain limitations on capital distributions and discretionary bonus payments to executive officers if the organization does not maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of its total risk-weighted assets. The effect of the capital conservation buffer increases the minimum common equity Tier 1 capital ratio to 7%, the minimum Tier 1 risk-based capital ratio to 8.5% and the minimum total risk-based capital ratio to 10.5% for banking organizations seeking to avoid the limitations on capital distributions and discretionary bonus payments to executive officers.

The 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, ~~2020,~~2021, the Company and the Bank met all capital adequacy requirements under Basel III. The changes to the calculation of risk-weighted assets required by Basel III did not have a material impact on the ~~Corporation’s~~Company’s capital ratios as presented.

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RESULTS OF OPERATIONS

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

   For the Three Months
   Ended March 31,
   2020    2019
Interest Income, including fees
   $ 9,709    $ 8,384
Interest Expense
   2,324    2,174




Net Interest Income
   7,385    6,210
Provision for loan losses
   314    195




Net Interest Income after

Provision for loan losses
   7,071    6,015
Other Income
   2,381    2,047
Other Expense
   8,067    6,640




Income Before Provision For

Income Taxes
   1,385    1,422
Provision for Income Taxes
   225    195




Net Income
   $ 1,160    $ 1,227




Net Income Per share - Basic
   $ 0.21    $ 0.25




Net Income Per Share - Diluted
   $ 0.21    $ 0.25


	For the Three Months
	Ended March 31,
	2021		2020
Interest Income, including fees	$	9,079	$	9,709
Interest Expense		1,446		2,324

Net Interest Income		7,633		7,385
Provision for loan losses		87		314

Net Interest Income after
Provision for loan losses		7,546		7,071
Other Income		3,232		2,381
Other Expense		8,468		8,067

Income Before Provision For
Income Taxes		2,310		1,385
Provision for Income Taxes		413		225

Net Income	$	1,897	$	1,160

Net Income Per share - Basic	$	0.34	$	0.21

Net Income Per Share-Diluted	$	0.34	$	0.21

See Note 43 to the ~~Corporation’s~~Company’s Consolidated Financial Statements for an explanation regarding the ~~Corporation’s~~Company’s calculation of Net Income Per Share - basic and - diluted.

Annualized return on average equity (“ROE”) was ~~4.11%~~6.45% for the three months ended March 31, ~~2020,~~2021, and ~~5.70%~~4.11% for the corresponding period in ~~2019.~~2020. The ~~decrease~~increase in ROE for the three months ended March 31, ~~2020~~2021 was caused by the increase in ~~equity balances~~earnings and a decrease in ~~net~~accumulated other comprehensive income (“AOCI “) compared to the same period in ~~2019.~~

2020.

Book value per share ~~increased~~decreased to ~~$21.27~~$19.09 at March 31, ~~2020,~~2021, compared to ~~$20.22~~$21.43 at December 31, ~~2019.~~2020. The ~~increase~~decrease in book value per share ~~reflects an increase~~is directly attributable to the decrease in ~~the fair value of the Corporation’s investment securities partially offset by dividends in excess of earnings.~~shareholders’ equity discussed above. Average assets for the three months ended March 31, ~~2020~~2021 were ~~$1,202,483~~$1,490,670 compared to ~~$1,164,570~~$1,336,513 for the year ended December 31, ~~2019.~~2020. This increase was due mainly to an increase in loans and investment

~~securities.~~

securities partially offset by a decrease in interest bearing deposits with other banks.

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NET INTEREST INCOME / NET INTEREST MARGIN

~~One~~

The main component of the ~~Corporation’s~~Company’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~~primary concerns in managing net interest ~~margin~~income are the volume, mix and repricing of assets and liabilities.

Net interest income was ~~2.72%~~$7,633 for the three months ended March 31, ~~2020~~2021, respectively, as compared to ~~2.74%~~$7,385 for the same respective time period in 2020. The annualized net interest margin was 2.32% for the three months ended March 31, 2021 compared to 2.72% for the corresponding period of ~~2019.~~2020. The decrease in net interest margin for the three months ended March 31, ~~2020,~~2021, when compared to the same period in ~~2019,~~2020, was ~~overall minimal as yields~~mainly due to the historical low mortgage interest rates increasing prepayments on ~~earning assets and rates~~mortgage-backed securities. Prepayments on ~~interest bearing liabilities~~mortgage-backed securities decreased ~~proportionally, as detailed below. Earning assets averaged $1,109,562~~the yield on taxable securities by 139 basis points (“bps”) to 19 bps at March 31, 2021 compared to 158 bps in 2020. However, the Company was able to offset this decline in yield on mortgage-backed securities by lowering the cost of cost funds to 53 bps for the three months ended March 31, 2021 compared to 105 bps for the same period in 2020. ~~This represents~~

The following table sets forth average balance sheet data, including all major categories of interest-earning assets and interest-bearing liabilities, together with the interest earned or interest paid and the average yield or average rate paid on each such category for the periods presented:

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TABLE 1 - AVERAGE BALANCE SHEETS AND INTEREST RATES


	Three Months Ended March 31,
	Average Balance				Income/Expense				Average Yield/Rate
	2021		2020		2021		2020		2021			2020
Loans:
Loans, net of unearned (1)	$	652,783	$	574,030	$	8,173	$	7,489		5.01	%		5.22	%
Investment Securities
Taxable		545,923		418,685		262		1,657		0.19	%		1.58	%
Tax-exempt		128,612		61,013		899		458		2.80	%		3.00	%

Total Investment Securities		674,535		479,698		1,161		2,115		0.17	%		0.44	%
Federal Funds Sold and Other		51,206		52,838		15		218		0.12	%		1.65	%

Total Interest Earning Assets (1)(2)		1,378,524		1,106,566		9,349		9,822		2.71	%		3.55	%

Non-Earning Assets		112,146		95,917

Total Assets	$	1,490,670	$	1,202,483

Deposits:
Interest-bearing Demand
Deposits (3)	$	513,117	$	402,535	$	518	$	914		0.40	%		0.91	%
Savings		107,314		84,656		27		32		0.10	%		0.15	%
Time		242,861		243,748		721		1,023		1.19	%		1.68	%

Total Deposits		863,292		730,939		1,266		1,969		0.15	%		0.27	%
Borrowed Funds
Short-term Borrowings		212,849		158,480		180		355		0.34	%		0.90	%
Long-term Borrowings		—		— `		—		—		0.00	%		0.00	%

Total Borrowed Funds		212,849		158,480		180		355		0.34	%		0.90	%

Total Interest-Bearing Liabilities (3)		1,076,141		889,419		1,446		2,324		0.53	%		1.05	%
Non-Interest Bearing Liabilities
Demand Deposits		269,051		184,734
Other Liabilities		27,866		15,385
Shareholders’ Equity		117,612		112,945

Total Liabilities and Shareholders’ Equity	$	1,490,670	$	1,202,483

Interest Rate Spread										2.19	%		2.51	%

Net Interest Margin					$	7,903	$	7,498		2.32	%		2.72	%

Less
Tax Equivalent Adjustment						270		113

Net Interest Income					$	7,633	$	7,385

(1)	Overdrafts, while not considered an earning asset, are included in Loans, net of unearned in the average volume calculation due to the immaterial impact on the yield.

(2)	Earnings Assets in the table above does include the dividend paying stock of the Federal Home Loan Bank.

(3)	Demand deposits are not included in the average volume calculation as they are not interest bearing liabilities. They are included within the non-interest bearing liabilities section above.

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The average balances of nonaccruing assets are included in the tables above. Interest income and weighted average yields on

tax-exempt

loans and securities have been computed on a fully tax equivalent basis assuming a federal tax rate of 21% and a state tax rate of 3.95%, which is net of federal tax benefit.

Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes in volume, mix and pricing decisions. External factors include changes in market interest rates, competition and the shape of the interest rate yield curve. For the three months ended March 31, 2021, as compared to the respective corresponding period in 2020, growth in the Company’s loan portfolio was the largest contributing factor to the increase in net interest income over these periods. Also, the Company’s continued efforts to reprice deposits at lower rates has helped offset the yield decline in taxable securities that has been hampered by the low interest rate environment resulting from the Federal Reserve Board’s decreases to the target federal funds rate during the

COVID-19

pandemic. Overall, margin compression continues due to the

low-rate

environment and the economy slowly recovering due to the pandemic. Management believes by continuing to reprice interest-bearing liabilities as they mature, continued focus on loan growth, and changing the investment mix will increase the net interest margin.

The following table sets forth a summary of ~~$179,885, or 19.3%, over average earning assets of $929,677~~the changes in interest earned, on a tax equivalent basis, and interest paid resulting from changes in volume and rates for the Company for the three months ended March 31, ~~2019.~~

Interest bearing deposits averaged $731,470 for the three months ended March 31, 2020. This represents an increase of $97,486, or 15.4%, from the average of interest-bearing deposits of $633,984 for the three months ended March 31, 2019. This was due to an increase in interest-bearing NOW and money market accounts, savings and certificates of deposit.

Other borrowed funds averaged $158,424 for the three months ended March 31, 2020. This represents an increase of $51,635, or 48.4%, over the other borrowed funds of $106,789 for the three months ended March 31, 2019. This increase in other borrowed funds was due to an increase in securities sold under agreements to repurchase for the three months ended March 31, 2020, when2021 compared to the ~~three months ended March 31, 2019.~~

Net interest income was $7,385 for the three months ended March 31, 2020, an increase of $1,175 from $6,210 for the three months ended March 31, 2019, primarily due to an increase in the loan volume from the same respective period in ~~2019. The changes~~ 2020:

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TABLE 2 - VOLUME/RATE ANALYSIS

(in volume in earning assets, deposits and borrowed funds are discussed above. As for changes in interest rates in the three months ended March 31, 2020, the yields on earning assets decreased and the rates paid on deposits decreased from the same period in 2019. The yield on all interest-bearing assets decreased 11 basis points to 3.56% in the three months ended March 31, 2020 from 3.67% for the same period in 2019. At the same time, the rate paid on all interest-bearing liabilities for the three months ended March 31, 2020 decreased 14 basis points to 1.05% from 1.19% in the same period in 2019. 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.

thousands)

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

   For the Three Months
   Ended March 31,
   2020 2019
Interest and Fees
   $ 7,480 $ 5,450
Average Gross Loans
   574,755 435,070
Annualized Yield
   5.21 % 5.01 %


	Three Months Ended March 31, 2021 2021 Change from 2020
	Volume			Rate			Total
INTEREST INCOME
Loans	$	1,027			(343	)	$	684
Taxable Securities		504			(1,899	)		(1,395	)
Non-Taxable Securities		491			(66	)		425
Federal Funds Sold and Other		(7	)		(196	)		(203	)

TOTAL INTEREST INCOME	$	2,016		$	(2,505	)	$	(489	)

INTEREST EXPENSE
Interest-bearing demand deposits	$	251			(508	)		(257	)
Savings Deposits		9			(11	)		(2	)
Time Deposits		(4	)		(299	)		(303	)
Short-term borrowings		122			(297	)		(175	)

TOTAL INTEREST EXPENSE	$	378		$	(1,114	)		(737	)

NET INTEREST INCOME	$	1,638		$	(1,390	)	$	248

CREDIT LOSS EXPERIENCE

As a natural corollary to the ~~Corporation’s~~Company’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~~Company attempts to minimize its credit risk exposure by use of thorough loan application and approval procedures.

The ~~Corporation~~Company 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~~Company’s management and Board of Directors.

The ~~Corporation~~Company charges off that portion of any loan that the ~~Corporation’s~~Company’s management and Board of Directors 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~~Company’s allowance for loan losses.

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The ~~Corporation’s~~Company’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. The Board of Directors 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~~Company’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~~Company’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~~Company 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~~Company’s allowance for loan losses for the dates indicated:

   Quarter Ended Year Ended Amount of    Percent of
   March 31, December 31, Increase    Increase
   2020 2019 (Decrease)    (Decrease)
BALANCES:

Gross Loans
   $ 576,984 $ 577,075 $ (91 )    -0.02 %
Allowance for Loan Losses
   3,816 3,755 61    1.62 %
Nonaccrual Loans
   11,941 11,993 (52 )    -0.43 %
Ratios:

Allowance for loan losses to gross loans
   0.66 % 0.65 %
Net loans charged off (recovered) to allowance for loan losses
   6.63 % 5.06 %


	Quarter Ended March 31, 2021			Year Ended December 31, 2020			Amount of Increase (Decrease)			Percent of Increase (Decrease)
BALANCES:
Gross Loans	$	639,174		$	652,257		$	(13,083	)		-2.01	%
Allowance for Loan Losses		4,772			4,735			37			0.78	%
Nonaccrual Loans		6,789			8,484			(1,695	)		-19.98	%
Ratios:
Allowance for loan losses to gross loans		0.75	%		0.73	%
Net loans charged off to allowance for loan losses		1.05	%		10.67	%

The provision for loan losses for the three months ended March 31, ~~2020~~2021 was ~~$314, an increase~~$87, a decrease of ~~$119~~$227 from the provision for loan losses of ~~$195~~$314 for the same period in ~~2019.~~2020. The change in the ~~Corporation’s~~Company’s loan loss ~~provisions~~provision for the three months ended March 31, ~~2020~~2021 is a result of management’s assessment of inherent loss in the loan portfolio, including the impact ~~caused by current~~of the vaccine distribution and improvement in the local and national ~~and international economic conditions~~unemployment rate coupled with ~~an increase~~a decrease in loan ~~demand. As a result of~~demand from the~~COVID-19~~ ~~virus, the Corporation increased the allowance for loan losses qualitatively, specifically related to exposures that we felt were more“at-risk”~~ ~~than others, including hotels, restaurants and retail real estate.~~ prior quarter. The ~~Corporation’s~~Company’s model used to calculate the provision is based on the percentage of historical charge-offs, increased for certain qualitative factors within the regulatory framework, applied to the current loan balances by loan segment and specific reserves applied to certain impaired loans. Nonaccrual loans decreased during this period due to payments received and loans charged off in excess of new loans being added to nonaccrual status.

For the three months ended March 31, ~~2020,~~2021, net loan losses charged to the allowance for loan losses totaled ~~$253, an increase~~$50, a decrease of ~~$246~~$203 from the $7$253 charged off in the same period in ~~2019. The decrease was primarily due to one significantcharge-off~~ ~~during the first quarter~~2020.

Table of ~~2020.~~

Contents

Management reviews quarterly with the ~~Corporation’s~~Company’s 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, ~~2020~~2021 that have not been charged off. Management also believes that the ~~Corporation’s~~Company’s allowance will be adequate to absorb probable losses inherent in the ~~Corporation’s~~Company’s loan portfolio. However, it remains possible that additional provisions for loan loss may be required. ~~We are working with customers directly affected byCOVID-19.~~ ~~We have been and continue to be prepared to offer short-term assistance in accordance with regulator guidelines. As a result of the current economic environment caused by theCOVID-19~~ ~~virus, we are engaging in more frequent communications with borrowers to better understand their situation and challenges faced, allowing us to proactively respond as needs and issues arise.~~

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, ~~2020~~2021 was ~~$2,381,~~$3,232, an increase of ~~$334,~~$851, or ~~16.3%~~35.74%, from ~~$2,047~~$2,381 in the same period in ~~2019.~~2020. Service charges on deposit accounts were ~~$1,049~~$814 in the three months ended March 31, ~~2020,~~2021, compared to ~~$1,097~~$1,049 for the same period in ~~2019. Other~~2020. In correlation with the national trend of increased savings due to the uncertainty surrounding the pandemic and continued programs offered to our customers by the federal government, there has been a decrease in overdraft income when compared to the same period in 2020 which is the primary driver behind the reduction in service charges ~~and~~on deposit accounts. Offsetting the decline in overdraft income, interchange fees increased by ~~$89,~~$206, or ~~13.0%~~30.16%, to ~~$773~~$889 in the three months ended March 31, ~~2020,~~2021, compared to ~~$684~~$683 for the same period in ~~2019.~~2020. Other operating income not derived from service charges or fees increased ~~$293,~~$851, or ~~110.2%~~35.74% to ~~$559~~$1,443 in the three months ended March 31, ~~2020,~~2021, compared to ~~$266~~$559 for the same period in ~~2019.~~2020. This increase was primarily due to two reasons, (1) an increase in gains from security sales due to strategic investment decisions and (2) an increase in mortgage loan origination ~~income due to a decrease in long-term mortgage rates.~~

income.

The following is a detail of the other major income classifications that were included in other operation income on the income statement:

   For the Three Months
   Ended March 31,
Other operating income
   2020    2019
BOLI Income
   $ 106    $ 126
Mortgage Loan Origination Income
   247    48
Income from security sales, net
   77    —
Other Income
   129    92




Total Other Income
   $ 559    $ 266


	For the Three Months Ended March 31,
Other operating income	2021		2020
BOLI Income	$	130	$	106
Mortgage Loan Origination Income		395		252
Income from security sales, net		526		77
Other Income		392		124

Total Other Income	$	1,443	$	559

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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, 2021 and 2020 were $8,468 and ~~2019 were~~ $8,067, ~~and $6,640,~~ respectively, an increase of ~~$1,426~~$401 or ~~21.5%~~4.97%. ~~Salaries and benefits~~Occupancy expense increased by $158, or 9.52%, to ~~$4,435~~$1,817 for the three months ended March 31, ~~2020, from $3,547~~2021, compared to $1,659 for the same period of 2020. The increases in ~~2019. Occupancy~~occupancy expense is related to the Company’s continued investment in customer facing and internal technology. Other operating expenses increased by ~~$236,~~$110, or ~~16.6%~~5.58%, to ~~$1,659~~$2,083 for the three months ended March 31, ~~2020,~~2021, compared to ~~$1,423~~$1,973 for the same period of ~~2019. Other operating expenses increased by $302, or 18.1%, to $1,973 for the three months ended March 31, 2020, compared to $1,670 for the same period of 2019.~~2020. This increase was mainly due to an increase in ~~legal and consulting fees, advertising, office supplies and telephone expense.~~

regulatory related expenses.

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

   For the Three Months
   Ended March 31,
Other Operating Expense
   2020    2019
Advertising
   $ 204    $ 179
Office Supplies
   292    217
Professional Fees
   258    133
Telephone expense
   158    112
Postage and Freight
   141    149
Loan Collection Expense
   23    8
Regulatory and related expense
   66    84
Debit Card/ATM expense
   135    121
Travel and Convention
   53    37
Other expenses
   643    630




Total Other Expense
   $ 1,973    $ 1,670


	For the Three Months Ended March 31,
Other Operating Expense	2021		2020
Advertising	$	141	$	204
Office Supplies		249		292
Professional Fees		237		258
Telephone expense		155		158
Postage and Freight		169		141
Loan Collection Expense		54		23
Regulatory and related expense		235		66
Debit Card/ATM expense		168		135
Travel and Convention		26		53
Other expenses		649		643

Total Other Expense	$	2,083	$	1,973

The ~~Corporation’s~~Company’s efficiency ratio for the three months ended March 31, ~~2020~~2021 was ~~84.74%~~76.12%, compared to ~~76.34%~~84.74% for the same period in ~~2019.~~2020. 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.

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BALANCE SHEET ANALYSIS

         Amount of    Percent of
   March 31,    December 31,    Increase    Increase
   2020    2019    (Decrease)    (Decrease)
Cash and Due From Banks
   $ 19,610    $ 15,937    $ 3,673    23.05 %
Interest Bearing deposits with

Other Banks
   61,909    58,557    3,352    5.72 %
Investment Securities
   482,077    464,383    17,694    3.81 %
Loans, net
   573,163    573,312    (149 )    -0.03 %
Premises and Equipment
   24,495    24,672    (177 )    -0.72 %
Total Assets
   1,216,111    1,195,434    20,677    1.73 %
Total Deposits
   925,888    898,996    26,892    2.99 %
Total Shareholders’ Equity
   118,744    112,800    5,944    5.27 %


	March 31, 2021		December 31, 2020		Amount of Increase (Decrease)			Percent of Increase (Decrease)
Cash and Due From Banks	$	26,667	$	16,840	$	9,827			58.36	%
Interest Bearing deposits with Other Banks		25,009		25,468		(459	)		-1.80	%
Investment Securities		774,249		678,749		95,500			14.07	%
Loans, net		634,401		647,521		(13,120	)		-2.03	%
Premises and Equipment		25,634		25,630		4			0.02	%
Total Assets		1,548,347		1,450,692		97,655			6.73	%
Total Deposits		1,229,621		1,095,189		134,432			12.27	%
Total Shareholders’ Equity		106,480		119,548		(13,068	)		-10.93	%

CASH AND CASH EQUIVALENTS

Cash and due from banks, which consist of cash, balances at correspondent banks and items in process of collection, balance at March 31, ~~2020~~2021 was ~~$19,610,~~$51,676, which was an increase of ~~$3,673~~$9,368 from the balance of ~~$15,937~~$42,308 at December 31, ~~2019. The increase was due to an increase in the balances being held at the Company’s branches due to uncertainty around theCOVID-19~~ ~~pandemic.~~

2020.

INVESTMENT SECURITIES

The ~~Corporation’s~~Company’s investment securities portfolio primarily consists of United States agency debentures, mortgage-backed securities and obligations of states, counties and municipalities. The ~~Corporation’s~~Company’s investments securities portfolio at March 31, ~~2020~~2021 increased by ~~$17,694,~~$95,500, or ~~3.8%~~14.07%, to ~~$482,077~~$774,249 from ~~$464,383~~$678,749 at December 31, ~~2019. This~~2020. As previously discussed, this increase was due to ~~sales, maturities, paydowns and calls~~a large excess in liquidity as customers continue to save excess ~~of purchases and increases in~~funds due to the ~~market value of~~uncertainty around the ~~Corporation’s investment securities portfolio.~~

pandemic along with financial stimulus provided by the Federal government.

LOANS

The ~~Corporation’s~~Company’s loan balance decreased by ~~$149,~~$13,120, or ~~0.3%~~(2.03%), during the three months ended March 31, ~~2020,~~2021, to ~~$573,163~~$634,401 from ~~$573,312~~$647,521 at December 31, ~~2019.~~2020. The decrease was primarily due to two reasons: (1) Loan ~~demand,~~competition continues to be strong in our operating regions, especially in land development and construction ~~commercial and industrial,~~ and commercial real estate categories ~~remained strong during~~resulting in large payoffs and (2) payoffs of the ~~three months ended March 31, 2020 but competition for available~~PPP loans ~~continued~~that were provided to customers. While loan demand continues to be strong ~~during that period. Additionally,~~in certain sectors, the uncertainty surrounding the~~COVID-19~~ pandemic has put a lot of projects on hold in other sectors in the near term. NoAdditionally, no material changes were made to the loan products offered by the ~~Corporation~~Company during this period.

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PREMISES AND EQUIPMENT

During the three months ended March 31, ~~2020,~~2021, the ~~Corporation’s~~Company’s premises and equipment ~~decreased~~increased by ~~$177,~~$4, or ~~0.7%~~0.02%, to ~~$24,495~~$25,634 from ~~$24,672~~$25,630 at December 31, ~~2019. The increase was due to the purchase of a piece of property for expansion partially offset by depreciation expense.~~

2020.

DEPOSITS

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

         Amount of    Percent of
   March 31,    December 31,    Increase    Increase
   2020    2019    (Decrease)    (Decrease)
Noninterest-Bearing Deposits
   $ 195,843    $ 190,406    $ 5,437    2.86 %
Interest-Bearing Deposits
   410,485    369,354    41,131    11.14 %
Savings Deposits
   87,422    83,065    4,357    5.25 %
Certificates of Deposit
   232,138    256,171    (24,033 )    -9.38 %








Total deposits
   $ 925,888    $ 898,996    $ 26,892    2.99 %

~~Noninterest-bearing, interest-bearing and savings~~


	March 31, 2021		December 31, 2020		Amount of Increase (Decrease)		Percent of Increase (Decrease)
Noninterest-Bearing Deposits	$	284,266	$	276,033	$	8,233		2.98	%
Interest-Bearing Deposits		574,706		480,987		93,719		19.48	%
Savings Deposits		113,107		104,532		8,575		8.20	%
Certificates of Deposit		257,542		233,637		23,905		10.23	%

Total deposits	$	1,229,621	$	1,095,189	$	134,432		12.27	%

All deposit accounts increased during the three months ended March 31, ~~2020 while certificates of deposit decreased slightly.~~2021. As previously discussed, the

COVID-19

savings trend along with record financial stimulus is creating a large increase in deposits. Management continually monitors the interest rates on ~~loan and~~time deposit products to ensure that the ~~Corporation~~Company is managing liquidity in line with ~~the rates dictated by the market and~~ our asset and liability management objectives. These rate adjustments impact deposit balances.

OFF-BALANCE

SHEET ARRANGEMENTS

Please refer to Note 3 to the consolidated financial statements included in this Quarterly Report for a discussion of the nature and extent of the ~~Corporation’s~~Company’s

off-balance

sheet arrangements, which consist solely of commitments to fund loans and letters of credit.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Asset/Liability Management and Interest Rate Risk

The principal objective of our asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while maximizing net income and preserving adequate levels of liquidity and capital. The Board of Directors of the Bank has oversight of our asset and liability management function, which is managed by our Chief Financial Officer. Our Chief Financial Officer meets with our senior executive management team regularly to review, among other things, the sensitivity of our assets and liabilities to market rate changes, local and national market conditions and market interest rates. That group also reviews our liquidity, capital, deposit mix, loan mix and investment positions.

As a financial institution, our primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the fair value of all interest earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair values.

We manage our exposure to interest rates primarily by structuring our balance sheet in the ordinary course of business. We do not typically enter into derivative contracts for the purpose of managing interest rate risk, but we may elect to do so should the situation warrant. Based upon the nature of our operations, we are not subject to material foreign exchange or commodity price risk. We do not own any trading assets.

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We use an interest rate risk simulation model to test the interest rate sensitivity of net interest income and the balance sheet. Instantaneous parallel rate shift scenarios are modeled and utilized to evaluate risk and establish exposure limits for acceptable changes in projected net interest margin. These scenarios, known as rate shocks, simulate an instantaneous change in interest rates and use various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment and replacement of asset and liability cash flows. We also analyze the economic value of equity as a secondary measure of interest rate risk. This is a complementary measure to net interest income where the calculated value is the result of the fair value of assets less the fair value of liabilities. The economic value of equity is a longer-term view of interest rate risk because it measures the present value of all future cash flows. The impact of changes in interest rates on this calculation is analyzed for the risk to our future earnings and is used in conjunction with the analyses on net interest income.

The following table summarizes the simulated change in net interest income assuming a static balance sheet versus unchanged rates as of March 31, ~~2020~~2021 and December 31, ~~2019:~~

   March 31, 2020 December 31, 2019
   Following Months Following Months
   12 months 13-24 12 months 13-24
+400 basis points
   24.4 % 32.7 % 6.4 % 20.9 %
+300 basis points
   22.3 % 27.6 % 6.3 % 17.5 %
+200 basis points
   18.3 % 20.7 % 5.7 % 13.3 %
+100 basis points
   11.8 % 11.4 % 3.0 % 7.0 %
Flat rates
   —   —   —   —
-100 basis points
   -7.0 % -7.4 % -7.3 % -7.5 %
-200 basis points
   -8.0 % -7.5 % -14.5 % -15.1 %

2020:


	March 31, 2021						December 31, 2020
	Following			Months			Following			Months
	12 months			13-24			12 months			13-24
+400 basis points		-16.7	%		-12.3	%		9.1	%		8.9	%
+300 basis points		-10.6	%		-6.7	%		10.7	%		8.4	%
+200 basis points		-5.4	%		-2.1	%		11.6	%		7.3	%
+100 basis points		-1.0	%		1.0	%		10.9	%		5.3	%
Flat rates		—			—			—			—
-100 basis points		-9.5	%		-9.3	%		-12.2	%		-9.0	%
-200 basis points		-14.1	%		-13.8	%		-19.8	%		-19.9	%

The following table presents the change in our economic value of equity as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, assuming immediate parallel shifts in interest rates:

   Economic Value of Equity at Risk (%)
   March 31, 2020 December 31, 2019
+400 basis points
   30.9 % 7.1 %
+300 basis points
   32.4 % 8.0 %
+200 basis points
   29.6 % 7.8 %
+100 basis points
   17.9 % 5.4 %
Flat rates
   —   —
-100 basis points
   -27.1 % -18.5 %
-200 basis points
   -46.7 % -42.3 %


	Economic Value of Equity at Risk (%)
	March 31, 2021			December 31, 2020
+400 basis points		-26.2	%		11.3	%
+300 basis points		-18.4	%		18.8	%
+200 basis points		-10.5	%		24.6	%
+100 basis points		-3.4	%		21.9	%
Flat rates		—			—
-100 basis points		-16.5	%		-29.4	%
-200 basis points		-38.6	%		-43.1	%

Table of Contents

Many assumptions are used to calculate the impact of interest rate fluctuations. Actual results may be significantly different than our projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. The computations of interest rate risk shown above do not include actions that our management may undertake to manage the risks in response to anticipated changes in interest rates, and actual results may also differ due to any actions taken in response to the changing rates.

As part of our asset/liability management strategy, our management has emphasized the origination of shorter duration loans as well as variable rate loans to limit the negative exposure to a rate increase. We also desire to acquire deposit transaction accounts, particularly noninterest or low ~~interest bearing~~interest-bearing

non-maturity

deposit accounts, whose cost is less sensitive to changes in interest rates.

ITEM 4. CONTROLS AND PROCEDURES.

The management of the Company, 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, as amended, 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 Company’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, ~~2020~~2021 (the end of the period covered by this Quarterly Report).

There were no changes to the Company’s internal control over financial reporting that occurred in the three months ended March 31, ~~2020,~~2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

~~ITEM 1.~~

~~LEGAL PROCEEDINGS.~~

ITEM 1. LEGAL PROCEEDINGS.

~~ITEM 1A.~~

~~RISK FACTORS.~~

ITEM 1A. RISK FACTORS.

The ~~Corporation’s~~Company’s business, ~~futurefinancial~~future

financial condition and results of operations are subject to a number of factors, risks and uncertainties, which are disclosed in Item 1A, “Risk Factors,” in Part I of our Annual Report on Form

10-K

for the year ended December 31, ~~2019,~~2020, which the ~~Corporation~~Company filed with the Securities and Exchange Commission on March ~~13, 2020.~~12, 2021. Additional information regarding some of those risks and uncertainties is contained in the notes to the ~~condensed~~ consolidated financial statements appearing in Part I, Item 1 of this Quarterly Report, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in Part I, Item 2 of this Quarterly Report and in “Quantitative and Qualitative Disclosures About Market Risk” appearing in Part I, Item 3 of this Quarterly Report. The risks and uncertainties disclosed in the ~~Corporation’s~~Company’s Annual Report on Form

10-K

for the year ended December 31, ~~2019,~~2020, the ~~Corporation’s~~Company’s quarterly reports on Form

10-Q

and other reports and forms filed with the SEC are not necessarily all of the risks and uncertainties that may affect the ~~Corporation’s~~Company’s business, financial condition and results of operations in the future.

~~The outbreak of the novel coronavirus(“COVID-19”)~~ ~~could adversely affect the Corporation’s business, financial condition, and results of operations.~~

~~The ongoingCOVID-19~~ ~~global and national health emergency has caused significant disruption in the international and United States economies and financial markets. As a result, theCOVID-19~~ ~~pandemic could have an adverse effect on the Corporation’s business, financial condition and results of operations. The spread ofCOVID-19~~ has caused illness, quarantines, reduction in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability. Additionally, in response to the~~COVID-19~~ pandemic, the state government of Mississippi, where all of the Bank’s branch offices and the Corporation’s principal executive office are located, and the governments of most other states, have taken preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego activities outside of their homes, and ordering temporary closures of businesses that have been deemed to be~~non-essential.~~ These restrictions and other consequences of the pandemic have resulted in a significant number of layoffs and furloughs of employees nationwide and in the regions in which the Bank operates. The ultimate effects of~~COVID-19~~ on the broader economy and the markets that the Bank serves are not known. Moreover, the Federal Reserve has taken action to lower the Federal Funds rate, which may negatively affect the Corporation’s interest income and, therefore, earnings, financial condition and results of operation. Additional impacts of~~COVID-19~~ ~~on the Corporation’s business could be widespread and material, and may include, or exacerbate, among other consequences, the following:~~

~~employees contractingCOVID-19;~~

~~a work stoppage, forced quarantine, or other interruption of the Corporation’s business;~~

~~unavailability of key personnel necessary to conduct the Corporation’s business activities;~~

~~sustained closures of the Bank’s branch lobbies or the offices of the Bank’s customers;~~

~~declines in demand for loans and other banking services and products;~~

~~reduced consumer spending due to both job losses and other effects attributable to the pandemic;~~

~~unprecedented volatility in United States financial markets;~~

~~volatile performance of the Corporation’s investment securities portfolio;~~

~~decline in the credit quality of the Bank’s loan portfolio, owing to the effects ofCOVID-19~~ ~~in the markets the Bank serves, leading to a need to increase the Corporation’s allowance for loan losses;~~

~~declines in value of collateral for loans, including real estate collateral;~~

~~declines in the net worth and liquidity of borrowers and loan guarantors, impairing their ability to honor commitments to us; and~~

~~declines in demand resulting from businesses being deemed to be“non-essential”~~ ~~by governments in the markets the Bank serves, and from“non-essential”~~ ~~and “essential” businesses suffering adverse effects from reduced levels of economic activity in the Corporation’s markets.~~

These factors, together or in combination with other events or occurrences that may not yet be known or anticipated, may materially and adversely affect the Company’s business, financial condition and results of operations.

~~The ongoingCOVID-19~~ ~~pandemic has resulted in meaningfully lower stock prices for many companies, as well as the trading prices for many other securities. The further spread of theCOVID-19~~ outbreak, as well as ongoing or new governmental, regulatory and private sector responses to the pandemic, may materially disrupt banking and other economic activity generally and in the areas in which the Bank operates. This could result in further decline in demand for the Bank’s banking products and services, and could negatively impact, among other things, our liquidity, regulatory capital and growth strategy of the Corporation.

The Corporation is taking precautions to protect the safety and well-being of its employees and customers. However, no assurance can be given that the steps being taken will be adequate or deemed to be appropriate, nor can the Corporation predict the level of disruption which will occur to employee’s ability to provide customer support and service. If the Corporation is unable to recover from a business disruption on a timely basis, its business, financial condition and results of operations could be materially and adversely affected. The Corporation may also incur additional costs to remedy damages caused by such disruptions, which could further adversely affect its business, financial condition and results of operations.

Since the Bank is a participating lender in the SBA Paycheck Protection Program (“PPP”), the Company and the Bank are subject to additional risks of litigation from the Bank’s clients or other parties regarding the Bank’s processing of loans for the PPP.

On March 27, 2020, President Trump signed the CARES Act, which included a $349 billion loan program administered through the SBA referred to as the PPP. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. The Bank is participating as a lender in the PPP. The PPP opened on April 3, 2020; however, because of the short timeframe between the passing of the CARES Act and the opening of the PPP, there is some ambiguity in the laws, rules and guidance regarding the operation of the PPP, which exposes the Company to risks relating to noncompliance with the PPP. Since the opening of the PPP, several other larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP. The Company and the Bank may be exposed to the risk of litigation, from both clients and~~non-clients~~ that approached the Bank regarding PPP loans, regarding its process and procedures used in processing applications for the PPP. If any such litigation is filed against the Company or the Bank and is not resolved in a manner favorable to the Company or the Bank, it may result in significant financial liability or adversely affect the Company’s reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP related litigation could have a material adverse impact on our business, financial condition and results of operations.

~~ITEM 6.~~

~~EXHIBITS.~~

~~Exhibits~~

ITEM 6. EXHIBITS.


Exhibits

31(a)		Certification of the Chief Executive Officer pursuant to Rule13a-14(a)/15d-14(a).

31(b)		Certification of the Chief Financial Officer pursuant to Rule13a-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		Financial Statements submitted in XBRL format.

Table of Contents

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~~ Phillip R. Branch
~~Robert T. Smith~~Phillip R. Branch
Treasurer and Chief Financial Officer
(Principal Financial Officer and Chief
Accounting Officer)

DATE: May ~~8, 2020~~7, 2021


	For the Three Months Ended March 31,
	2020		2019
Basic weighted average shares outstanding		5,579,381		4,892,530
Dilutive effect of granted options		2,030		2,598

Diluted weighted average shares outstanding		5,581,411		4,895,128

Net income	$	1,160	$	1,227
Net income per share-basic	$	0.21	$	0.25
Net income per share-diluted	$	0.21	$	0.25


	March 31, 2020				December 31, 2019
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Available-for-sale
Due in one year or less	$	845	$	848	$	345	$	345
Due after one year through five years		38,070		38,117		89,920		89,681
Due after five years through ten years		17,681		18,019		18,678		18,808
Due after ten years		50,962		51,605		48,181		48,649
Residential mortgage backed securities		320,902		326,742		259,309		258,415
Commercial mortgage backed securities		46,680		46,746		49,001		48,485

Total	$	475,140	$	482,077	$	465,434	$	464,383


	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	$	567	$	111	$	678	$	77,381	$	78,059	$	—
Farmland		376		—		376		14,865		15,241		—
1-4 Family Mortgages		2,263		496		2,759		85,641		88,400		—
Commercial Real Estate		18,676		2,890		21,566		185,887		207,453		—

Total Real Estate Loans		21,882		3,497		25,379		363,774		389,153		—
Business Loans:
Commercial and Industrial Loans		531		296		827		81,380		82,207		12
Farm Production and Other Farm Loans		35		—		35		614		649		—

Total Business Loans		566		296		862		81,994		82,856		12
Consumer Loans:
Credit Cards		34		2		36		1,593		1,629		2
Other Consumer Loans		117		44		161		11,284		11,445		—

Total Consumer Loans		151		46		197		12,877		13,074		2

Total Loans	$	22,599	$	3,839	$	26,438	$	458,645	$	485,083	$	14


			Recorded		Recorded
	Unpaid		Investment		Investment		Total				Average
	Principal		With No		With		Recorded		Related		Recorded
	Balance		Allowance		Allowance		Investment		Allowance		Investment
Real Estate:
Land Development and Construction	$	111	$	58	$	53	$	111	$	16	$	111
Farmland		250		250		—		250		—	$	251
1-4 Family Mortgages		805		795		10		805		8	$	822
Commercial Real Estate		11,463		6,011		3,736		9,747		559	$	9,768

Total Real Estate Loans		12,629		7,114		3,799		10,913		583	$	10,952
Business Loans:
Commercial and Industrial Loans		433		233		200		433		94	$	289

Total Business Loans		433		233		200		433		94	$	289

Total Loans	$	13,062	$	7,347	$	3,999	$	11,346	$	677	$	11,241


			Pre-Modification		Post-Modification
March 31, 2020			Outstanding		Outstanding
	Number of Loans		Recorded Investment		Recorded Investment
Commercial real estate		3	$	4,871	$	2,427

Total		3	$	4,871	$	2,427


	Number of Loans		Recorded Investment
Totals at January 1, 2019		3	$	2,782
Reductions due to:
Principal paydowns				(287	)

Totals at January 1, 2020		3	$	2,495
Reductions due to:
Principal paydowns				(68	)

Total at March 31, 2020		3	$	2,427


			Special
	Satisfactory		Mention		Substandard		Doubtful		Loss		Total
	1,2,3,4		5,6		7		8		9		Loans
Real Estate:
Land Development and Construction	$	75,338	$	2,099	$	622	$	—	$	—	$	78,059
Farmland		14,163		327		751		—		—		15,241
1-4 Family Mortgages		79,860		2,346		6,168		—		26		88,400
Commercial Real Estate		169,660		20,874		16,919		—		—		207,453

Total Real Estate Loans		339,021		25,646		24,460		—		26		389,153
Business Loans:
Commercial and Industrial Loans		77,968		275		3,951		13		—		82,207
Farm Production and Other Farm Loans		636		—		3		—		10		649

Total Business Loans		78,604		275		3,954		13		10		82,856
Consumer Loans:
Credit Cards		1,593		—		36		—		—		1,629
Other Consumer Loans		11,295		45		59		41		5		11,445

Total Consumer Loans		12,888		45		95		41		5		13,074

Total Loans	$	430,513	$	25,966	$	28,509	$	54	$	41	$	485,083


											Accruing
			Loans								Loans
	Loans		90 or more								90 or more
	30-89 Days		Days		Total Past		Current		Total		Days
	Past Due		Past Due		Due Loans		Loans		Loans		Past Due
Real Estate:
Land Development and Construction	$	528	$	—	$	528	$	14,194	$	14,722	$	—
Farmland		—		—		—		510		510		—
1-4 Family Mortgages		444		—		444		35,508		35,952		—
Commercial Real Estate		603		—		603		31,833		32,436		—

Total Real Estate Loans		1,575		—		1,575		82,045		83,620		—
Business Loans:
Commercial and Industrial Loans		379		3		382		13,771		14,153		—
Farm Production and Other Farm Loans		—		—		—		884		884		—

Total Business Loans		379		3		382		14,655		15,037		—
Consumer Loans:
Credit Cards		—		—		—		—		—		—
Other Consumer Loans		49		8		57		1,916		1,973		—

Total Consumer Loans		49		8		57		1,916		1,973		—

Total Loans	$	2,003	$	11	$	2,014	$	98,616	$	100,630	$	—


Balance at January 1, 2020	$	(16	)
Additions through acquisition		—
Reclasses from nonaccretable difference		(13	)
Accretion		5
Charge-off		—

Balance at March 31, 2020	$	(24	)


	Three Months Ended
	March 31, 2020
(in thousands)
Operating lease cost	$	92
Short-term lease cost		6
Variable lease cost		—

	$	98


	Total
Balance at January 1, 2020	$	13,103
Measurement period adjustment to goodwill from Charter acquisition		27

Balance at March 31, 2020	$	13,130


							Accumulated
	Number				Additional		Other
	of Shares		Common		Paid-In		Comprehensive			Retained
	Issued		Stock		Capital		Income (Loss)			Earnings			Total
Balance, January 1, 2020		5,578,131	$	1,116	$	17,883	$	(789	)	$	94,590		$	112,800
Net income		—		—		—		—			1,160			1,160
Dividends paid ($0.24 per share)		—		—		—		—			(1,339	)		(1,339	)
Options exercised		4,500		1		86		—			—			87
Restricted stock granted		—		—		—		—			—			—
Stock compensation expense		—		—		40		—			—			40
Other comprehensive income, net		—		—		—		5,996			—			5,996

Balance, March 31, 2020		5,582,631	$	1,117	$	18,009	$	5,207		$	94,411		$	118,744


			Fair Value Measurements Using:
	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Totals
Securities available for sale
Obligations of U.S.
Government Agencies	$	—	$	44,765	$	—	$	44,765
Mortgage-backed securities		—		373,488		—		373,488
State, county and municipal obligations		—		63,321		—		63,321
Other securities		503		—		—		503

Total	$	503	$	481,574	$	—	$	482,077


											Minimum Capital
						Minimum Capital					Requirement to be
						Requirement to be					Adequately
	Actual					Well Capitalized					Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
March 31, 2020
Citizens Holding Company Tier 1 leverage ratio	$	98,695		8.30	%	$	59,432		5.00	%	$	47,546		4.00	%
Common Equity tier 1 capital ratio		98,695		13.82	%		77,262		6.50	%		53,489		4.50	%
Tier 1 risk-based capital ratio		98,695		13.82	%		57,147		8.00	%		42,861		6.00	%
Total risk-based capital ratio		102,510		14.35	%		71,434		10.00	%		57,147		8.00	%
December 31, 2019
Citizens Holding Company Tier 1 leverage ratio	$	98,733		8.33	%	$	59,270		5.00	%	$	47,416		4.00	%
Common Equity tier 1 capital ratio		98,733		13.86	%		77,051		6.50	%		53,343		4.50	%
Tier 1 risk-based capital ratio		98,733		13.86	%		56,972		8.00	%		42,729		6.00	%
Total risk-based capital ratio		102,488		14.39	%		71,215		10.00	%		56,972		8.00	%


	Quarter Ended			Year Ended			Amount of			Percent of
	March 31,			December 31,			Increase			Increase
	2020			2019			(Decrease)			(Decrease)
BALANCES:
Gross Loans	$	576,984		$	577,075		$	(91	)		-0.02	%
Allowance for Loan Losses		3,816			3,755			61			1.62	%
Nonaccrual Loans		11,941			11,993			(52	)		-0.43	%
Ratios:
Allowance for loan losses to gross loans		0.66	%		0.65	%
Net loans charged off (recovered) to allowance for loan losses		6.63	%		5.06	%