Investment Idea: Citizens Bancshares Corporation (CZBS)
Please see attached write up here as a PDF. Or read the blog post below.
Thesis
Citizens Bancshares Corporation (CZBS) is a small $93m market cap bank that is extremely overcapitalized with a strong deposit franchise trading at an estimated 2025 7x P/E, 2025 0.62x Adjusted TBV with the potential to earn 17% adjusted ROE in 2025. As a result of the $95.7m ECIP funding received a couple years ago, I believe they are poised for large increases in EPS either through M&A or buybacks that will rerate the stock to reflect its underlying value. On top of that, there are also potential catalysts such as a stock exchange uplifting or more communication with the investment community to increase investor awareness in the stock.
I believe CZBS should trade at 11x - 13x 2025 earnings, offering a potential upside of 53% - 102% or 1x - 1.48x 2025 TBV offering upside of 61% - 140% with limited downside. These upside projections don’t take into account any potential M&A or stock buybacks to increase earnings even more.
Business overview
Citizens Bancshares Corporation (CZBS) is the bank holding company for its subsidiary bank Citizens Trust Bank. Citizens Trust Bank operates 5 branches in Atlanta, 1 in Birmingham, Alabama and 1 in Eutaw, Alabama. The bank operates as your standard bank: checking and savings accounts, home mortgages and business/auto/personal loans with a focus on commercial loans. The bank operates as a Minority Depository Institution (MDI) and is a member of the Community Development Institutions Fund (CDFI) which means it services low-income communities and neighbourhoods. Here is a picture of their branch locations:
Why this opportunity exists
Low liquidity. The stock trades on the OTC pink sheets and the 30 day average volume is 1,552 shares. For total dollar value, it works out to under $100K a day and is tough to build a position for large funds. Not to mention insiders as of Dec. 31, 2023 owned just over 30% of the shares.
No analysts. There are no analysts covering the bank and no projections on what the bank could earn in any year which provides an information vacuum.
Limited company releases. The company, until last year, would release just the annual report with no quarterly press releases.
Recent bank failures in the news. The bank failures from 2023 could be weighing on investors' minds. People were scared about any deposit over the FDIC $250K threshold in any institution that was not a large money center bank.
Banks are black boxes, commodity businesses that are highly regulated and have inherent operating and financial leverage. Take your pick.
History
The bank was started in 1921 by Heman Perry, an African-American businessman, as a result of when he was denied a fitting for a pair of socks by a white business owner in Atlanta. Because of that experience, Perry and 4 other men then formed Citizens Trust Bank. Soon after the great depression, the bank was the first black-owned bank to become a part of the FDIC and the first black-owned bank to join the Federal Reserve Bank in 1948.
CZBS went public in 1999 and has made a couple of acquisitions since being public: Mutual Federal Savings Bank in 2000, Citizens Federal Savings Bank in 2003 and Peoples Bank (a branch based in Lithonia) in 2009. They were profitable during the GFC and from the data I have seen the past 20 years at least.
ECIP
The main part of the thesis is the ECIP. The Emergency Capital Investment Program (ECIP) was established in the 2021 Consolidated Appropriations Act as a way of helping low-income areas that were impacted by the COVID pandemic. Treasury injects capital into the banks in the form of preferred stock with the banks then loaning this money out to small-businesses and consumers. This program has allowed the Treasury Department to provide up to $9B of funds to CDFIs and MDIs with Ctizens’ taking on $95.7m. Bill Ackman in an interview once talked about the single greatest liability to have as a form of financing: non-cumulative, perpetual preferred stock. Below are the key financing terms of this preferred stock from my understanding of the document:
The dividend rate for the first 10 years cannot exceed 2% per year and is non-cumulative
No dividends/interest on the preferred are payable in the first 24 months
The preferred is perpetual
Annual rate won’t exceed 1.25% if loans to low/moderate borrowers have exceeded 200%-400% of the capital received. If over 400%, won’t exceed 0.5%.
The bank can buy back the preferred from Treasury under a right of first refusal based on the value determined by a third-party valuation.
Treated as Tier 1 Capital
If a bank wishes to participate in M&A, Treasury will transfer it’s preferred as long as the purchaser is another CDFI member or MDI. If not a CDFI or MDI, Treasury approval has to be given before the buy/sale can proceed.
This financing is perpetual, non-cumulative preferred stock. Which is exactly the type Bill Ackman described as the greatest liability to have. Why’s it great? Because if you miss a payment the amounts don’t add up over time and it can remain outstanding forever. If the par value is $100 once injected, I would imagine there would be a large discount to this face value as any rational investor will not purchase it for $100 for no potential dividend return and no ability to call it back. Recent transactions in this space would support that the preferred should be valued at a significant discount.
Bank First Capital Corporation (who received $175m ECIP) purchased Mechanics Bank Holding Company (who also received $43.5m ECIP) on January 1, 2023. When you make any type of acquisition you are required to adjust the acquiree’s balance sheet to fair market value. If you go to page 59 of Bank First’s annual report you will see the following:
They valued the ECIP preferred that Mechanics received at $9.2m for 21% of face value or a discount of 79%. Using that same discount for CZBS would result in the preferred having a true value of only $20.1m. This would mean that Treasury essentially gave CZBS $75.6m of free money (95.7 - 20.1).
Treasury also put out a release this fall that details ECIP disposition guidelines. Any bank who received ECIP funding can repurchase it back from treasury if certain lending or dividend repayment thresholds were met. Based on the formula given, CZBS could buy back the preferred stock from 7-29 cents on the dollar, depending on what dividend rate they will pay out.
There has also been a ton of M&A in the space over the past two years from banks that have received ECIP. Merchants and Marine Bancorp received $50m and went out and bought Mississippi River bank (who didn’t get any funds). Guarantee Capital Corporation got $184m and went and bought Lafayette Bancorp. who got $31m of ECIP. Both of these corporations are private so there haven’t been disclosures on how their ECIP was valued in the merger. I reached out to the firm advising to determine how the ECIP was valued on the transaction but have yet to receive a response. Capital Bancorp Inc. got $37.5m and bought Integrated Financial Holdings (who didn’t receive funding) for about $66.5m. And Southern Bancorp. got $250m in funding and is looking to buy other banks as discussed in this article here. The point is this creates a catalyst rich environment for banks who have received ECIP funding.
If you want to read more about the terms, you can click here and go to page 898. And here is a list of banks that received ECIP funds with the totals.
Deposits
CZBS has a strong deposit franchise as can be seen in the image below:
With non-interest bearing deposits making up 44% and core deposits of 86%, it allows CZBS to have an extremely low cost of deposits of 0.36% in 2023 and a 4 year average of 0.2%. This will most likely go up as rates have gone up over this period as there is usually a lag from when rates increase to when interest bearing deposits expire to be renewed at higher rates. But according to the FDIC’s Q3 2024 banking report, the cost of deposits for banks with $100m - $1B had a cost of 2.16%, which is significantly more than where CZBS deposit costs were. Even in 2022 and 2023, the FDIC report had the cost of deposits for CZBS’ competitors in the same dollar asset at 0.39% and 1.42%, respectively, which CZBS clearly beats. It also helps that a small portion of the deposits are time deposits which have gone down as a percentage of overall deposits over the past few years.
Core deposits have gone from 79% in 2020 to 86% in 2023 which is a good sign. These core deposits represent a stable source of funding and shouldn’t flee when there is turbulence in the markets. Further to this point, the bank only has one relationship that totals 5.9% of all deposits.
Going over their deposit market share, in Eutaw, Alabama, there are only two banks that operate. CZBS has 16% deposit market share and Merchant and Farmers Bank of Greene County has the remaining 84%. There has been no growth in market share for either company when compared to 5 years ago in 2019. Even if you were to go back 10 years there have been no real gains in market share or any departures or entries from other banks over the past 10 years.
CBZS' only branch in Birmingham has 0.2% deposit market share which is more expected as you move into the larger cities. Regions Bank, PNC Bank, ServisFirst and Wells Fargo make up the large majority of market share there. The 5 CZBS branches in Atlanta and the surrounding areas have the same market share, at roughly 0.24%. Deposits have fluctuated a bit over the past few years but have been range bound between $500m-$600m and sit at $576m as of Q3 2024’s press release.
Securities
CZBS classifies their entire securities portfolio as available for sale (AFS). There are no HTM or trading securities. Because their entire security portfolio is held as AFS, any unrealized gains or losses flows through the equity statement as accumulated other comprehensive income. The securities portfolio is $199m with just over half of that consisting of MBS and the rest agencies, treasuries and municipals.
Of the portfolio that isn’t in MBS, about 20% of it will have gotten repriced in 2024 with roughly another 20% repriced in the next few years. It is key for a bank’s securities portfolio to not only make up one type of security, but to have different durations of the securities that they hold. This lessens the bet on interest rate movements because if a bank purchases all of their securities at just one rate, it could take on potential unrealized losses should rates move against you (see Silicon Valley Bank) and lead to needing to raise financing. There is a total 16m unrealized loss in the securities portfolio as a result of the large increases in rates the past few years. But when you compare that to 176m of equity capital at the bank subsidiary, it does not seem like anything to worry about, especially since these will be most likely held until maturity.
The yield on the security portfolio is obviously not great in 2023 and 2022 at 2.8% and 1.78%. This should have gone up a bit in 2024 with rates up.
Loans
A large portion of CBZS loan portfolio is commercial loans in the Atlanta and Birmingham areas. These are more risky than plain vanilla residential mortgage loans but come with higher yields. They make up 71% of the total loan portfolio. This also comes with some upside as focusing on the commercial aspect really allows the bank to develop strong relationships as can be seen with the amount of core deposits.
As a barometer for the end markets that CZBS operates in, here are some demographics of the two main cities. Birmingham has a population of 201,068 with an average income of $70,418 and average home value of $283,377. Followed by Atlanta and surrounding metro area of a population of 6,399,274 with Atlanta one of the top 15 fastest growing MSAs in the US and having 14 of the Fortune 500 companies residing there, which ranks as the 4th highest city with Fortune 500 companies. The average income is $123,829 with an average home value of $445,077. Atlanta’s population has increased from 2020 to 2023 by 3%. The unemployment rate in Atlanta is 3.9%.
The yield on the loan portfolio in 2023 was 6%, up from the prior years as rates have gone up.
While we don’t know the loan yields in 2024, the company has provided the total number of loans outstanding at Q3, 2024 to be $417m.
The quality of the loans is something to keep an eye on as the NPL ratio (non-performing loans over 90 days to gross loans) has gone from 0.36% in 2022 to 2.04% as of Dec. 31, 2023. The loan loss reserve ratio (which is the allowance for loan losses as a % of total loans) has gone from 0.88% to 2%. CZBS is currently adequately reserved for the amount of their non-performing loans with a reserve coverage ratio of 98%. If non-performing loans increase when the numbers from 2024 are released, they may need to reserve a bit more, decreasing future earnings.
Capital & Liquidity
As of the most recent Q3 2024 press release, CZBS has a robust capital position with a Tier 1 capital ratio of 40% and a CET1 of 15%. This provides the bank with a large equity cushion should there be volatility in the banking sector or their end markets that causes losses.
CZBS’ liquidity should be the envy of every bank. On Dec. 31, 2023, they had access to cash of $142m and could sell their security portfolio for $199m (assuming no security portfolio growth since then) for combined liquidity of $341m. This would fund 59% of their current deposit base, if there was a potential run. Not to mention that the bank has a $138.2m remaining availability LOC from the FHLB and $92.2m borrowing availability from the Fed discount window. Taking these borrowings into account as well, this would fund 99% of the deposits. Not sure many banks are able to say they can fund almost all of their potential deposit withdrawals like that.
Management/Board/Shareholders
CZBS is led by CEO Cynthia Day who became CEO in 2012 and has been with the bank since 2003. When she took over as CEO the stock was roughly $4/share and she has delivered a 22% CAGR price performance since. A lot of that has come from the most recent few years. She owns 3.25% of the bank and also sits on the board of Aaron’s Inc. and Primerica. Ray Robinson has been the chairman of the board since 2003. He owns 0.76% of the company which is a little low for being on the board for over 20 years but it almost represents 1% of the company. The Herman Russell Estate and several of his children own roughly 24% of the company combined. Herman Russell was an entrepreneur and big in the Atlanta real estate space and bought a stake in the bank a few decades ago. The CFO Samuel Cox owns 2.81%
Overall there is good skin in the game from top insiders and the board. They control a combined 31% of the company and there are also other board members that own 0.5%-3% stakes.
Management has done a good job of receiving a bunch of low cost capital at once and not immediately just loaning it out or spending it on acquisitions. It shows that they are thoughtful and have a good culture in place which is extremely important for a bank.
Financials
CZBS, as of the most recent quarter, had an efficiency ratio of 50%, NIM of 4.81% and net income of $911K. There isn’t a ton of disclosure in the earnings releases. The last 9 months CZBS has earned $8.4m with results of Q4 2024 not yet reported and EPS has gone from 4.5/share in 2022 to 6.1/share in 2023. From a free cash flow perspective, in 2023 the company did $16.2m (NI + deprec. + loss provisions - capex) which works out to $8/share. Removing loss provisions from the equation, free cash flow per share was $6.4/share.
The bank operated as a mediocre bank at best the past few years earning low ROE averages of 7% and ROA of 1%, which is decent but not great. Recently, the bank has seen earnings inflect as a result of the ECIP funding from Treasury as well as +$20m of other low cost preferred stock from big money banks that came in the past couple of years. Book value per share was just under $30/share as of Dec. 31, 2023 but that is not accounting for if the preferred is marked at fair value (see valuation section below).
Management has been buying back stock the past few years rather aggressively. They’ve reduced share count by 12% just from 2022 with more shares to most likely be repurchased in the future. Every share repurchase below intrinsic value is extremely accretive to the remaining shareholders.
Valuation
The great thing with all of the acquisitions in the banking sector is that the public companies have to release merger proxies and do shareholder presentations outlining multiples paid for similar banks which means you can see relevant bank comps. I mentioned earlier that Capital Bancorp Inc. bought Integrated Financial Holdings in 2024 and we can see in their shareholder presentation and merger proxy relevant comps for CZBS. Relevant bank comparables who have between $200m and $800m in assets on average trade at 0.89x TBV and 7.3x LTM earnings. However, higher quality comps are at 1.00x TBV and 10x earnings. If you look at the recent transactions page for similar banks, the median banks are bought for 1.48x TBV, 14 times earnings and 5.5x core deposit premiums. I would argue CZBS is now an above average bank based on profitability, ROE’s (when adjusting for FMV of preferred), ROA’s and their efficiency ratio and should trade in line with at least the median recent transaction comps. So what is CZBS worth? Based on earnings, tangible book and core deposit premiums, a whole lot more than where they trade today.
Earnings Multiple
Below are my earnings projections for 2025. It is extremely conservative in my opinion and doesn’t take into consideration any potential merger or share buybacks. The returns would increase should any of those two occur.
In a base case it should trade up 61% and a more bullish 111% if given an appropriate multiple, while downside is protected in a bear scenario. On a base case today it is trading at 7x 2025 earnings.
Tangible Book Value
Looking at TBVs, I believe the investment is strongly protected to the downside. The low range of using adjusted tangible book value when marking the preferred to fair market value is 49% upside while on the higher end projecting out to 2025 gives upside of 140%.
Core Deposits Premium
Using a core deposit premium approach and a standard 10% premium while keeping shares outstanding the same, the value is $105. Just more than a double using today's numbers.
All three methods show the asymmetry in the stock price today compared to where it should be trading.
Catalysts
Buybacks - Buying back shares below intrinsic value from where the bank should trade and is worth is extremely accretive and a good use of capital.
M&A - Purchasing another bank to drive increased earnings growth will force the market to eventually value the bank to fair value.
Share uplisting - Relisting the shares from the pink sheets onto a recognizable exchange would allow for greater share volume and price discovery to occur. It would also reduce the restrictions placed on the company when investors are looking to purchase CBZS on the pink sheets.
Increased dividends - Any increase in return of capital should increase the stock price, provided it's a smart use of the capital.
Using excess liquidity to fund more loan growth and expand - This would potentially increase earnings if loaned conservatively.
Retiring the ECIP preferred below par - Crystallizing the gain on the money received would see dramatically improved tangible book values in the financials as well as ROE/ROA visibility.
Risks/Bear Thesis
Recession could cause losses on loans. - This is true for any bank and we can take solace from the fact that CZBS was profitable during the GFC and has been for years. Although they are bigger now with more loans, they are currently adequately provisioned. Atlanta is also growing its population and has a great demographic in terms of jobs and unemployment rates which support future real estate price increases. If we take their current loans of 459m and assume 10% have problems with 30% loss of principal, this would mean a $14m loss. Based on the current projected earnings power in 2025 of $18.8m, the company would still clear a few million in profit. Not to mention the current equity position of $176m.
Large increases/decreases in rates could shock the bank - CZBS has withstood a large shock already. The Fed raised rates in 2022 from zero to 5% in 17 months. CZBS remained and remains profitable. Their security portfolio has proper duration less the MBS portion and the portfolio only took a hit of $16m in 2023 and that loss should be reduced some by the current decreases in rates.
Run on the bank or banks - While the odds are extremely low, CZBS is EXTREMELY liquid and would be able to fund almost all withdrawals if there was a run.
Continues to languish in the pink sheets. - While possible, CZBS management and board seem to be shareholder friendly with large stakes in the company so I trust they will do what is right for all shareholders if it means uplisting or not. Your downside is well protected in this case anyways.
Recent earnings inflection is not sustainable. - They received extremely low cost of capital at a fixed rate for as long as they want. This new injection is what will and continue to allow them to increase their earnings. Even if it is all put into treasuries yielding greater than 2%.
Management destroys value by buying a bank. - While any investment carries the risk of management doing something foolish with a bunch of cash, CZBS has made a couple of acquisitions before in its history. Insiders also have skin in the game which means the alignment with outside shareholders is there.
The stocks have already run up a ton, the trade is over. - While true they have run up a bunch, it doesn’t mean they are not undervalued today and looking forward. CZBS has yet to deploy the capital they received in a large manner. Based on my analysis, the bank still remains undervalued today.
Conclusion
Purchasing CBZS today provides an opportunity to buy a bank that is overcapitalized and undervalued, with a strong management team that has many options to significantly increase shareholder value. If it were to trade at recent comparable transactions of 10x - 13x earnings the upside would be 53% - 102% and on similar TBV multiples of 1x - 1.48x upside would be 49% - 140%.