Exhibit 99.3
CITIZENS BANCSHARES COMPANY
UNAUDITED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2022 AND DECEMBER 31, 2021
(Dollars in thousands)
| | | September 30, 2022 | | | December 31, 2021 |
| | | | | | |
| | | | | | |
Assets | | | | | | |
Cash and due from banks | | $ | 257,081 | | $ | 248,448 |
Securities available for sale | | | 228,710 | | | 208,759 |
Loans, net | | | 453,069 | | | 465,348 |
Cash surrender value of life insurance | | | 21,622 | | | 21,295 |
Premises and equipment, net | | | 14,135 | | | 14,705 |
Accrued interest receivable | | | 2,896 | | | 2,116 |
Other real estate owned | | | 6,428 | | | 7,383 |
Federal Home Loan Bank stock | | | 1,174 | | | 1,183 |
Deferred income taxes, net | | | 6,849 | | | 5,047 |
Other assets | | | 6,930 | | | 6,832 |
TOTAL ASSETS | | $ | 998,894 | | $ | 981,116 |
| | | | | | |
Liabilities and Stockholders' Equity | | | | | | |
Deposits | | | | | | |
Non-interest bearing | | $ | 211,366 | | $ | 251,586 |
NOW, money market, and savings | | | 535,285 | | | 456,384 |
Certificates of deposit | | | 122,052 | | | 135,492 |
Total deposits | | | 868,703 | | | 843,462 |
Securities sold under agreement to repurchase | | | 29,444 | | | 27,621 |
Accrued interest payable | | | 67 | | | 80 |
Other liabilities | | | 5,673 | | | 6,304 |
TOTAL LIABILITIES | | | 903,887 | | | 877,467 |
| | | | | | |
| | | | | | |
Common stock, $0.01 par value; 5,000,000 shares authorized; 2,561,600 shares issued; 2,346,915 shares outstanding September 30, 2022 and December 31, 2021, respectively | | | 26 | | | 26 |
Additional paid-in capital | | | 8,832 | | | 8,832 |
Retained earnings | | | 101,510 | | | 97,798 |
Treasury stock, at cost (September 30, 2022 and December 31, 2021, 214,685 shares) | | | (4,900) | | | (4,900) |
Accumulated other comprehensive (loss) income | | | (10,461) | | | 1,893 |
TOTAL STOCKHOLDERS' EQUITY | | | 95,007 | | | 103,649 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 998,894 | | $ | 981,116 |
CITIZENS BANCSHARES COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021
(Dollars in thousands)
| | | Nine Months ended | |||
| | | September 30, 2022 | | | September 30, 2021 |
| | | | | | |
Interest Income: | | | | | | |
Loans, including fees | | $ | 16,100 | | $ | 16,799 |
Securities | | | 3,937 | | | 2,340 |
Federal funds sold and other | | | 1,771 | | | 232 |
TOTAL INTEREST INCOME | | | 21,808 | | | 19,371 |
Interest Expense: | | | | | | |
Deposits | | | 1,414 | | | 1,280 |
Securities sold under agreement to repurchase and federal funds purchased | | | 99 | | | 28 |
Other borrowings | | | 9 | | | 473 |
TOTAL INTEREST EXPENSE | | | 1,522 | | | 1,781 |
NET INTEREST INCOME | | | 20,286 | | | 17,590 |
Provision for loan losses | | | 51 | | | (1,927) |
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES | | | 20,235 | | | 19,517 |
Noninterest income: | | | | | | |
Service charges and fees | | | 2,210 | | | 1,912 |
Wealth Management fees | | | 1,613 | | | 1,730 |
Net gain on sale of securities | | | - | | | 1,835 |
Net gain on sale of premises and equipment | | | 72 | | | 35 |
Net gain on sale of other real estate | | | 43 | | | - |
Increase in cash surrender value of life insurance | | | 327 | | | 827 |
Other income | | | 3,381 | | | 2,782 |
TOTAL NONINTEREST INCOME | | | 7,646 | | | 9,121 |
Noninterest expense: | | | | | | |
Salaries and employee benefits | | | 10,743 | | | 10,624 |
Occupancy | | | 3,590 | | | 3,826 |
FDIC assessments | | | 235 | | | 310 |
Expenses on other real estate owned | | | 132 | | | 502 |
Professional fees | | | 527 | | | 377 |
Telephone, postage, and delivery | | | 583 | | | 675 |
Advertising and marketing | | | 283 | | | 225 |
Office supplies | | | 93 | | | 107 |
Other operating expense | | | 3,894 | | | 4,422 |
TOTAL NONINTEREST EXPENSE | | | 20,080 | | | 21,068 |
INCOME BEFORE INCOME TAXES | | | 7,801 | | | 7,570 |
Income Taxes | | | 1,743 | | | 1,572 |
NET INCOME | | $ | 6,058 | | $ | 5,998 |
CITIZENS BANCSHARES COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021
(Dollars in thousands)
| | | Nine months ended | |||
|
| | September 30, 2022 |
| | September 30, 2021 |
| | | | | | |
Net Income | | $ | 6,058 | | $ | 5,998 |
Other comprehensive income (loss): | | |
| | |
|
Unrealized holding losses arising during the period before tax | | | (16,448) | | | (3,476) |
Tax benefit related to other comprehensive loss | | | 4,094 | | | 865 |
Other comprehensive loss, net of tax | | | (12,354) | | | (2,611) |
Comprehensive (Loss) Income | | $ | (6,296) | | $ | 3,387 |
CITIZENS BANCSHARES COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021
(Dollars in thousands)
| | | For the nine months ended September 30, 2021 | |||||||||||||||
|
| | | |
| Additional | |
| | | | | | | Accumulated Other | | | Total |
|
| | Common | |
| Paid-In | |
| Retained | |
| Treasury | |
| Comprehensive | |
| Stockholders' |
|
| | Stock | |
| Capital | |
| Earnings | |
| Stock | |
| Income (Loss) | |
| Equity |
| | | | | | | | | | | | | | | | | | |
BALANCE AS OF DECEMBER 31, 2020 | | $ | 26 | | $ | 8,832 | | $ | 91,083 | | $ | (4,900) | | $ | 5,578 | | $ | 100,619 |
Net Income | | | - | | | - | | | 5,998 | | | - | | | - | | | 5,998 |
Other comprehensive loss | | | - | | | - | | | - | | | - | | | (2,611) | | | (2,611) |
BALANCE AS OF SEPTEMBER 30, 2021 | | $ | 26 | | $ | 8,832 | | $ | 97,081 | | $ | (4,900) | | $ | 2,967 | | $ | 104,006 |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | For the nine months ended September 30, 2022 | |||||||||||||||
|
| | | |
| Additional | |
| | | | | | | Accumulated Other | | | Total |
|
| | Common | |
| Paid-In | |
| Retained | |
| Treasury | |
| Comprehensive | |
| Stockholders' |
|
| | Stock | |
| Capital | |
| Earnings | |
| Stock | |
| Income (Loss) | |
| Equity |
| | | | | | | | | | | | | | | | | | |
BALANCE AS OF DECEMBER 31, 2021 | | $ | 26 | | $ | 8,832 | | $ | 97,798 | | $ | (4,900) | | $ | 1,893 | | $ | 103,649 |
Net Income | | | - | | | - | | | 6,058 | | | - | | | - | | | 6,058 |
Other comprehensive loss | | | - | | | - | | | - | | | - | | | (12,354) | | | (12,354) |
Dividend | | | - | | | - | | | (2,346) | | | - | | | - | | | (2,346) |
BALANCE AS OF SEPTEMBER 30, 2022 | | $ | 26 | | $ | 8,832 | | $ | 101,510 | | $ | (4,900) | | $ | (10,461) | | $ | 95,007 |
CITIZENS BANCSHARES COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW
NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021
(Dollars in thousands)
| | | Nine months ended | |||
| | | September 30, | |||
| | | 2022 |
| | 2021 |
| | | | | | |
Cash Flows From Operating Activities: | | | | | | |
Net Income | | $ | 6,058 | | $ | 5,998 |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Depreciation | | | 966 | | | 1,084 |
Provision for loan losses | | | 51 | | | (1,927) |
Net gain on sale of other real estate | | | (43) | | | - |
Write down on other real estate | | | - | | | 350 |
Amortization of core deposit intangible | | | 44 | | | 44 |
Net gain on sale of premises and equipment | | | (72) | | | (35) |
Amortization of deferred loan origination costs, net of fees | | | (40) | | | (946) |
Net amortization of securities | | | 521 | | | 267 |
Net gain on sale of securities | | | - | | | (1,835) |
Increase in cash surrender value of life insurance | | | (327) | | | (326) |
Gain on redemption of life insurance | | | - | | | 822 |
Deferred income taxes | | | 2,292 | | | 954 |
Net increase in accrued interest receivable and other assets | | | (922) | | | (1,308) |
Net decrease in accrued interest payable and other liabilities | | | (644) | | | (380) |
Net cash provided by operating activities | | | 7,884 | | | 2,762 |
| | | | | | |
Cash flows from investing activities: | | |
| | |
|
Securities available for sale: | | | | | | |
Purchases | | | (55,651) | | | - |
Maturities, prepayments, and calls | | | 18,731 | | | 22,393 |
Proceeds from sales | | | - | | | 21,790 |
Net decrease in loans | | | 12,270 | | | 32,309 |
Proceeds from sales of other real estate | | | 998 | | | - |
Net change in Federal Home Loan Bank stock | | | 9 | | | (109) |
Purchase of premises and equipment | | | (470) | | | (590) |
Proceeds from sale of premises and equipment | | | 144 | | | 2,867 |
Net cash (used in) provided by investing activities | | | (23,969) | | | 78,660 |
| | | | | | |
Cash flows from financing activities: | | |
| | |
|
Net increase in deposits | | | 25,241 | | | 33,887 |
Net increase in securities sold under agreement to repurchase | | | 1,823 | | | 823 |
Repayment of note payable | | | - | | | (12,500) |
Dividends paid on common stock | | | (2,346) | | | - |
Net cash provided by financing activities | | | 24,718 | | | 22,210 |
| | | | | | |
Net increase in cash and due from banks | | $ | 8,633 | | $ | 103,632 |
| | | | | | |
| | | | | | |
Beginning cash and due from banks | | | 248,448 | | | 196,163 |
| | | | | | |
Ending cash and due from banks | | $ | 257,081 | | $ | 299,795 |
| | | | | | |
| | | | | | |
| | | | | | |
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Supplemental Information | | |
| | |
|
Interest paid | | $ | 1,535 | | $ | 1,697 |
Income taxes paid, net | | | 828 | | | 228 |