Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

[X]

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended March 31, 2020

 

[  ]

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period                      to                     

Commission File Number: 0-26486

 

 

Auburn National Bancorporation, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

   Delaware    63-0885779  
  

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 
  

100 N. Gay Street

Auburn, Alabama 36830

(334) 821-9200

 
  

 

(Address and telephone number of principal executive offices)

 

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

 

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 and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

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 Act).    Yes  ☐    No  ☒

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, par value $0.01    AUBN    Nasdaq Global Market

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class      Outstanding at May 7, 2020
Common Stock, $0.01 par value per share      3,566,146 shares

 

 


Table of Contents

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

INDEX

 

PART I. FINANCIAL INFORMATION   PAGE

 

Item 1   Financial Statements  
         Consolidated Balance Sheets (Unaudited) as of March 31, 2020 and December 31, 2019   3
    Consolidated Statements of Earnings (Unaudited) for the quarters ended March 31, 2020 and 2019   4
    Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the quarters ended March 31, 2020 and 2019   5
    Consolidated Statements of Stockholders’ Equity (Unaudited) for the quarters ended March 31, 2020 and 2019   6
    Consolidated Statements of Cash Flows (Unaudited) for the quarters ended March 31, 2020 and 2019   7
    Notes to Consolidated Financial Statements (Unaudited)   8
Item 2   Management’s Discussion and Analysis of Financial Condition and Results of Operations   25
    Table 1 – Explanation of Non-GAAP Financial Measures   43
    Table 2 – Selected Quarterly Financial Data   44
    Table 3 – Average Balances and Net Interest Income Analysis – for the quarters ended March 31, 2020 and 2019   45
    Table 4 – Loan Portfolio Composition   46
    Table 5 – Allowance for Loan Losses and Nonperforming Assets   47
    Table 6 – Allocation of Allowance for Loan Losses   48
    Table 7 – CDs and Other Time Deposits of $100,000 or more   49
Item 3   Quantitative and Qualitative Disclosures About Market Risk   50
Item 4   Controls and Procedures   50
PART II. OTHER INFORMATION  
Item 1   Legal Proceedings   50
Item 1A   Risk Factors   50
Item 2   Unregistered Sales of Equity Securities and Use of Proceeds   53
Item 3   Defaults Upon Senior Securities   53
Item 4   Mine Safety Disclosures   53
Item 5   Other Information   54
Item 6   Exhibits   54


Table of Contents

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

 

(Dollars in thousands, except share data)    March 31,
2020
    December 31,
2019
 

 

 

Assets:

    

Cash and due from banks

   $ 13,002     $ 15,172    

Federal funds sold

     29,651       25,944    

Interest-bearing bank deposits

     52,053       51,327    

 

 

Cash and cash equivalents

     94,706       92,443    

 

 

Securities available-for-sale

     280,435       235,902    

Loans held for sale

     1,563       2,202    

Loans, net of unearned income

     443,868       460,901    

Allowance for loan losses

     (4,867     (4,386)   

 

 

Loans, net

     439,001       456,515    

 

 

Premises and equipment, net

     14,518       14,743    

Bank-owned life insurance

     18,907       19,202    

Other assets

     7,345       6,872    

 

 

Total assets

   $ 856,475     $ 827,879    

 

 

Liabilities:

    

Deposits:

    

Noninterest-bearing

   $ 205,769     $ 196,218    

Interest-bearing

     541,016       527,934    

 

 

Total deposits

     746,785       724,152    

Federal funds purchased and securities sold under agreements to repurchase

     1,375       1,069    

Accrued expenses and other liabilities

     4,752       4,330    

 

 

Total liabilities

     752,912       729,551    

 

 

Stockholders’ equity:

    

Preferred stock of $.01 par value; authorized 200,000 shares; no issued shares

     —         —    

Common stock of $.01 par value; authorized 8,500,000 shares; issued 3,957,135 shares

     39       39    

Additional paid-in capital

     3,784       3,784    

Retained earnings

     102,692       101,801    

Accumulated other comprehensive income, net

     6,403       2,059    

Less treasury stock, at cost—390,989 shares at March 31, 2020 and December 31, 2019

     (9,355     (9,355)   

 

 

Total stockholders’ equity

     103,563       98,328    

 

 

Total liabilities and stockholders’ equity

   $         856,475     $         827,879    

 

 

See accompanying notes to consolidated financial statements

 

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AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(Unaudited)

 

     Quarter ended March 31,  
(Dollars in thousands, except share and per share data)    2020      2019  

 

 

Interest income:

     

Loans, including fees

   $     5,412      $     5,727    

Securities

     

Taxable

     1,111        1,015    

Tax-exempt

     453        549    

Federal funds sold and interest bearing bank deposits

     279        352    

 

 

Total interest income

     7,255        7,643    

 

 

Interest expense:

     

Deposits

     1,041        1,021    

Short-term borrowings

     2        2    

 

 

Total interest expense

     1,043        1,023    

 

 

Net interest income

     6,212        6,620    

Provision for loan losses

     400        —      

 

 

Net interest income after provision for loan losses

     5,812        6,620    

 

 

Noninterest income:

     

Service charges on deposit accounts

     172        184    

Mortgage lending

     230        189    

Bank-owned life insurance

     398        110    

Other

     429        672    

Securities gains, net

     6        5    

 

 

Total noninterest income

     1,235        1,160    

 

 

Noninterest expense:

     

Salaries and benefits

     2,831        2,938    

Net occupancy and equipment

     597        384    

Professional fees

     258        228    

Other

     1,170        1,061    

 

 

Total noninterest expense

     4,856        4,611    

 

 

Earnings before income taxes

     2,191        3,169    

Income tax expense

     390        626    

 

 

Net earnings

   $ 1,801      $ 2,543    

 

 

Net earnings per share:

     

Basic and diluted

   $ 0.50      $ 0.70    

 

 

Weighted average shares outstanding:

     

Basic and diluted

             3,566,146                3,614,741    

 

 

See accompanying notes to consolidated financial statements

 

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AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

 

     Quarter ended March 31,  
(Dollars in thousands)    2020     2019  

 

 

Net earnings

   $ 1,801     $ 2,543    

Other comprehensive income, net of tax:

    

Unrealized net holding gain on securities

     4,349       2,396    

Reclassification adjustment for net gain on securities recognized in net earnings

     (5     (4)   

 

 

Other comprehensive income

     4,344       2,392    

 

 

Comprehensive income

   $         6,145     $         4,935    

 

 

See accompanying notes to consolidated financial statements

 

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AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(Unaudited)

 

(Dollars in thousands, except share data)    Common
Shares
Outstanding
    Common
Stock
     Additional
paid-in
capital
     Retained
earnings
    Accumulated
other
comprehensive
income (loss)
    Treasury
stock
    Total  

 

 
Quarter ended March 31, 2020

 

 

 

Balance, December 31, 2019

     3,566,146     $ 39      $ 3,784      $ 101,801     $ 2,059     $ (9,355   $ 98,328   

Net earnings

     —         —          —          1,801       —         —         1,801   

Other comprehensive income

     —         —          —          —         4,344       —         4,344   

Cash dividends paid ($0.255 per share)

     —         —          —          (910     —         —         (910)  

 

 

Balance, March 31, 2020

     3,566,146     $ 39      $ 3,784      $     102,692     $ 6,403     $ (9,355   $     103,563   

 

 

 

 
Quarter ended March 31, 2019

 

 

 

Balance, December 31, 2018

     3,643,868     $ 39      $ 3,779      $ 95,635     $ (3,763   $ (6,635   $ 89,055   

Net earnings

     —         —          —          2,543       —         —         2,543   

Other comprehensive income

     —         —          —          —         2,392       —         2,392   

Cash dividends paid ($0.25 per share)

     —         —          —          (898     —         —         (898)  

Stock repurchases

     (62,518     —          —          —         —         (2,147     (2,147)  

Sale of treasury stock

     135           —          4        —         —         —          

 

 

Balance, March 31, 2019

     3,581,485     $ 39      $     3,783      $     97,280     $     (1,371   $     (8,782   $     90,949   

 

 

See accompanying notes to consolidated financial statements

 

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AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

 

     Quarter ended March 31,  
(In thousands)    2020     2019  

 

 

Cash flows from operating activities:

    

Net earnings

   $ 1,801     $ 2,543   

Adjustments to reconcile net earnings to net cash provided by operating activities:

    

Provision for loan losses

     400       —     

Depreciation and amortization

     458       212   

Premium amortization and discount accretion, net

     446       423   

Net gain on securities available-for-sale

     (6     (5)  

Net gain on sale of loans held for sale

     (163     (86)  

Loans originated for sale

     (9,844     (5,045)  

Proceeds from sale of loans

     10,596       4,159   

Increase in cash surrender value of bank-owned life insurance

     (117     (110)  

Income recognized from death benefit on bank-owned life insurance

     (282     —     

Net (increase) decrease in other assets

     (444     181   

Net (decrease) increase in accrued expenses and other liabilities

     (1,035     276   

 

 

Net cash provided by operating activities

     1,810       2,548   

 

 

Cash flows from investing activities:

    

Proceeds from prepayments and maturities of securities available-for-sale

     9,575       10,264   

Purchase of securities available-for-sale

     (48,747     (8,974)  

Decrease in loans, net

     17,015       4,276   

Net purchases of premises and equipment

     (104     (1,446)  

Proceeds from bank-owned life insurance death benefit

     694       —     

(Increase) decrease in FHLB stock

     (9     32   

 

 

Net cash (used in) provided by investing activities

     (21,576     4,152   

 

 

Cash flows from financing activities:

    

Net increase in noninterest-bearing deposits

     9,551       10,607   

Net increase in interest-bearing deposits

     13,082       4,831   

Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase

     306       (667)  

Stock repurchases

     —         (2,147)  

Dividends paid

     (910     (898)  

 

 

Net cash provided by financing activities

     22,029       11,726   

 

 

Net change in cash and cash equivalents

     2,263       18,426   

Cash and cash equivalents at beginning of period

     92,443       65,076   

 

 

Cash and cash equivalents at end of period

   $ 94,706     $ 83,502   

 

 

Supplemental disclosures of cash flow information:

    

Cash paid during the period for:

    

Interest

   $ 1,089     $ 1,033   

Income taxes

     —         —     

Supplemental disclosure of non-cash transactions:

    

Initial recognition of operating lease right of use assets

     —         891   

Initial recognition of operating lease liabilities

     —         889   

Real estate acquired through foreclosure

     99       —     

 

 

See accompanying notes to consolidated financial statements

 

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AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

Auburn National Bancorporation, Inc. (the “Company”) provides a full range of banking services to individual and corporate customers in Lee County, Alabama and surrounding counties through its wholly owned subsidiary, AuburnBank (the “Bank”). The Company does not have any segments other than banking that are considered material.

Basis of Presentation and Use of Estimates

The unaudited consolidated financial statements in this report have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited consolidated financial statements include, in the opinion of management, all adjustments necessary to present a fair statement of the financial position and the results of operations for all periods presented. All such adjustments are of a normal recurring nature. The results of operations in the interim statements are not necessarily indicative of the results of operations that the Company and its subsidiaries may achieve for future interim periods or the entire year. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany transactions and accounts are eliminated in consolidation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include other-than-temporary impairment on investment securities, the determination of the allowance for loan losses, fair value of financial instruments, and the valuation of deferred tax assets and other real estate owned.

Revenue Recognition

On January 1, 2018, the Company implemented Accounting Standards Update (“ASU” or “updates”) 2014-09, Revenue from Contracts with Customers, codified at Accounting Standards Codification (“ASC”) 606. The Company adopted ASC 606 using the modified retrospective transition method. The majority of the Company’s revenue stream is generated from interest income on loans and deposits which are outside the scope of ASC 606.

The Company’s sources of income that fall within the scope of ASC 606 include service charges on deposits, investment services, interchange fees and gains and losses on sales of other real estate, all of which are presented as components of noninterest income. The following is a summary of the revenue streams that fall within the scope of ASC 606:

 

   

Service charges on deposits, investment services, ATM and interchange fees – Fees from these services are either transaction-based, for which the performance obligations are satisfied when the individual transaction is processed, or set periodic service charges, for which the performance obligations are satisfied over the period the service is provided. Transaction-based fees are recognized at the time the transaction is processed, and periodic service charges are recognized over the service period.

 

   

Gains on sales of other real estateA gain on sale should be recognized when a contract for sale exists and control of the asset has been transferred to the buyer. ASC 606 lists several criteria required to conclude that a contract for sale exists, including a determination that the institution will collect substantially all of the consideration to which it is entitled. In addition to the loan-to-value, the analysis is based on various other factors, including the credit quality of the borrower, the structure of the loan, and any other factors that may affect collectability.

 

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Reclassifications

Certain amounts reported in the prior period have been reclassified to conform to the current-period presentation. These reclassifications had no impact on the Company’s previously reported net earnings or total stockholders’ equity.

Subsequent Events

The Company has evaluated the effects of events and transactions through the date of this filing that have occurred subsequent to March 31, 2020. The Company does not believe there were any material subsequent events during this period that would have required further recognition or disclosure in the unaudited consolidated financial statements included in this report.

Accounting Developments

In the first quarter of 2020, the Company adopted new guidance related to the following ASUs:

 

   

ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement; and

 

   

ASU 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.

Information about these pronouncements is described in more detail below.

ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, improves the disclosure requirements on fair value measurements by eliminating the requirements to disclose (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the policy for timing of transfers between levels; and (iii) the valuation processes for Level 3 fair value measurements. This ASU also added specific disclosure requirements for fair value measurements for public entities including the requirement to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.

The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2019, and all interim periods within those fiscal years. Early adoption was permitted upon issuance of the ASU. Entities are permitted to early adopt amendments that remove or modify disclosures and delay the adoption of the additional disclosures until their effective date. The Company adopted this ASU on January 1, 2020. Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

ASU 2018- 15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include internal-use software license). This ASU requires entities to use the guidance in FASB ASC 350-40, Intangibles—Goodwill and Other—Internal Use Software, to determine whether to capitalize or expense implementation costs related to the service contract. This ASU also requires entities to (i) expense capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement; (ii) present the expense related to the capitalized implementation costs in the same line item on the income statement as fees associated with the hosting element of the arrangement; (iii) classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element; and (iv) present the capitalized implementation costs in the same balance sheet line item that a prepayment for the fees associated with the hosting arrangement would be presented.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption was permitted. The Company adopted this ASU on January 1, 2020. Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

 

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NOTE 2: BASIC AND DILUTED NET EARNINGS PER SHARE

Basic net earnings per share is computed by dividing net earnings by the weighted average common shares outstanding for the quarters ended March 31, 2020 and 2019, respectively. Diluted net earnings per share reflect the potential dilution that could occur upon exercise of securities or other rights for, or convertible into, shares of the Company’s common stock. At March 31, 2020 and 2019, respectively, the Company had no such securities or rights issued or outstanding, and therefore, no dilutive effect to consider for the diluted net earnings per share calculation.

The basic and diluted net earnings per share computations for the respective periods are presented below.

 

     Quarter ended March 31,  
(Dollars in thousands, except share and per share data)    2020      2019  

 

 

Basic and diluted:

     

Net earnings

   $ 1,801      $ 2,543  

Weighted average common shares outstanding

         3,566,146            3,614,741  

 

 

Net earnings per share

   $ 0.50      $ 0.70  

 

 

NOTE 3: SECURITIES

At March 31, 2020 and December 31, 2019, respectively, all securities within the scope of ASC 320, Investments – Debt and Equity Securities, were classified as available-for-sale. The fair value and amortized cost for securities available-for-sale by contractual maturity at March 31, 2020 and December 31, 2019, respectively, are presented below.

 

     1 year      1 to 5      5 to 10      After 10      Fair        Gross Unrealized        Amortized  
(Dollars in thousands)    or less      years      years      years      Value      Gains      Losses      Cost  

 

 

March 31, 2020

                       

Agency obligations (a)

   $     5,038        28,016        29,406        5,218        67,678        2,426        111      $ 65,363  

Agency RMBS (a)

     —          1,047        8,872        135,452        145,371        3,863        —          141,508  

State and political subdivisions

     97        1,167        6,497        59,625        67,386        2,432        60        65,014  

 

 

Total available-for-sale

   $ 5,135        30,230        44,775        200,295        280,435        8,721        171      $ 271,885  

 

 

December 31, 2019

                       

Agency obligations (a)

   $ 4,993        27,245        18,470        —          50,708        215        98      $ 50,591  

Agency RMBS (a)

     —          560        4,510        118,207        123,277        798        261        122,740  

State and political subdivisions

     —          1,355        6,166        54,396        61,917        2,104        9        59,822  

 

 

Total available-for-sale

   $ 4,993        29,160        29,146        172,603        235,902        3,117        368      $     233,153  

 

 

(a) Includes securities issued by U.S. government agencies or government-sponsored entities.

Securities with aggregate fair values of $154.3 million and $147.8 million at March 31, 2020 and December 31, 2019, respectively, were pledged to secure public deposits, securities sold under agreements to repurchase, Federal Home Loan Bank (“FHLB”) advances, and for other purposes required or permitted by law.

Included in other assets on the accompanying consolidated balance sheets are non-marketable equity investments. The carrying amounts of non-marketable equity investments were $1.4 million at March 31, 2020 and December 31, 2019, respectively. Non-marketable equity investments include FHLB of Atlanta Stock, Federal Reserve Bank (“FRB”) stock, and stock in a privately held financial institution.

 

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Gross Unrealized Losses and Fair Value

The fair values and gross unrealized losses on securities at March 31, 2020 and December 31, 2019, respectively, segregated by those securities that have been in an unrealized loss position for less than 12 months and 12 months or longer, are presented below.

 

     Less than 12 Months      12 Months or Longer      Total  
(Dollars in thousands)   

Fair

 

Value

    

Unrealized

 

Losses

    

Fair

 

Value

    

Unrealized

 

Losses

    

Fair

 

Value

    

Unrealized

 

Losses

 

 

 

March 31, 2020:

                 

Agency obligations

   $ 5,218        111        —          —        $ 5,218        111  

State and political subdivisions

     5,197        60        —          —          5,197        60  

 

 

Total

   $ 10,415        171        —          —        $ 10,415        171  

 

 

December 31, 2019:

                 

Agency obligations

   $ 24,734        97        4,993        1      $ 29,727        98  

Agency RMBS

     40,126        98        21,477        163        61,603        261  

State and political subdivisions

     2,741        9        —          —          2,741        9  

 

 

Total

   $       67,601        204        26,470        164      $       94,071        368  

 

 

For the securities in the previous table, the Company does not have the intent to sell and has determined it is not more likely than not that the Company will be required to sell the securities before recovery of the amortized cost basis, which may be maturity. On a quarterly basis, the Company assesses each security for credit impairment. For debt securities, the Company evaluates, where necessary, whether credit impairment exists by comparing the present value of the expected cash flows to the securities’ amortized cost basis.

In determining whether a loss is temporary, the Company considers all relevant information including:

 

   

the length of time and the extent to which the fair value has been less than the amortized cost basis;

 

   

adverse conditions specifically related to the security, an industry, or a geographic area (for example, changes in the financial condition of the issuer of the security, or in the case of an asset-backed debt security, in the financial condition of the underlying loan obligors, including changes in technology or the discontinuance of a segment of the business that may affect the future earnings potential of the issuer or underlying loan obligors of the security or changes in the quality of the credit enhancement);

 

   

the historical and implied volatility of the fair value of the security;

 

   

the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future;

 

   

failure of the issuer of the security to make scheduled interest or principal payments;

 

   

any changes to the rating of the security by a rating agency; and

 

   

recoveries or additional declines in fair value subsequent to the balance sheet date.

Agency obligations

The unrealized losses associated with agency obligations were primarily driven by increases in interest rates and not due to the credit quality of the securities. These securities were issued by U.S. government agencies or government-sponsored entities and did not have any credit losses given the explicit government guarantee or other government support.

 

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Agency RMBS

The unrealized losses associated with agency residential mortgage-backed securities (“RMBS”) were primarily driven by increases in interest rates and not due to the credit quality of the securities. These securities were issued by U.S. government agencies or government-sponsored entities and did not have any credit losses given the explicit government guarantee or other government support.

Securities of U.S. states and political subdivisions

The unrealized losses associated with securities of U.S. states and political subdivisions were primarily driven by increases in interest rates and were not due to the credit quality of the securities. Some of these securities are guaranteed by a bond insurer, but management did not rely on the guarantee in making its investment decision. These securities will continue to be monitored as part of the Company’s quarterly impairment analysis, but are expected to perform even if the rating agencies reduce the credit rating of the bond insurers. As a result, the Company expects to recover the entire amortized cost basis of these securities.

The carrying values of the Company’s investment securities could decline in the future if the financial condition of an issuer deteriorates and the Company determines it is probable that it will not recover the entire amortized cost basis for the security. As a result, there is a risk that other-than-temporary impairment charges may occur in the future.

Other-Than-Temporarily Impaired Securities

Credit-impaired debt securities are debt securities where the Company has written down the amortized cost basis of a security for other-than-temporary impairment and the credit component of the loss is recognized in earnings. At March 31, 2020 and December 31, 2019, the Company had no credit-impaired debt securities and there were no additions or reductions in the credit loss component of credit-impaired debt securities during the quarter ended March 31, 2020 and 2019, respectively.

Realized Gains and Losses

The following table presents the gross realized gains and losses on sales of securities.

 

     Quarter ended March 31,  
(Dollars in thousands)    2020      2019  

 

 

Gross realized gains

   $ 6      $  

 

 

Realized gains, net

   $ 6      $  

 

 

NOTE 4: LOANS AND ALLOWANCE FOR LOAN LOSSES

 

(In thousands)   

March 31,

 

2020

   

December 31,

 

2019

 

 

 

Commercial and industrial

   $ 56,447     $ 56,782    

Construction and land development

     32,302       32,841   

Commercial real estate:

    

Owner occupied

     48,705       48,860   

Hotel/motel

     43,249       43,719   

Multi-family

     33,190       44,839   

Other

     130,955       132,900   

 

 

Total commercial real estate

     256,099       270,318   

Residential real estate:

    

Consumer mortgage

     45,548       48,923   

Investment property

     45,462       43,652   

 

 

Total residential real estate

     91,010       92,575   

Consumer installment

     8,424       8,866   

 

 

Total loans

     444,282       461,382   

Less: unearned income

     (414     (481)  

 

 

Loans, net of unearned income

   $     443,868     $     460,901   

 

 

 

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Loans secured by real estate were approximately 85.4% of the Company’s total loan portfolio at March 31, 2020. At March 31, 2020, the Company’s geographic loan distribution was concentrated primarily in Lee County, Alabama, and surrounding areas.

In accordance with ASC 310, a portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for loan losses. As part of the Company’s quarterly assessment of the allowance, the loan portfolio is disaggregated into the following portfolio segments: commercial and industrial, construction and land development, commercial real estate, residential real estate, and consumer installment. Where appropriate, the Company’s loan portfolio segments are further disaggregated into classes. A class is generally determined based on the initial measurement attribute, risk characteristics of the loan, and an entity’s method for monitoring and determining credit risk.

The following describes the risk characteristics relevant to each of the portfolio segments and classes.

Commercial and industrial (“C&I”) — includes loans to finance business operations, equipment purchases, or other needs for small and medium-sized commercial customers. Also included in this category are loans to finance agricultural production. Generally, the primary source of repayment is the cash flow from business operations and activities of the borrower.

Construction and land development (“C&D”) — includes both loans and credit lines for the purpose of purchasing, carrying, and developing land into commercial developments or residential subdivisions. Also included are loans and credit lines for construction of residential, multi-family, and commercial buildings. Generally, the primary source of repayment is dependent upon the sale or refinance of the real estate collateral.

Commercial real estate (“CRE”) — includes loans disaggregated into three classes: (1) owner occupied, (2) multifamily and (3) other.

 

   

Owner occupied – includes loans secured by business facilities to finance business operations, equipment and owner-occupied facilities primarily for small and medium-sized commercial customers. Generally, the primary source of repayment is the cash flow from business operations and activities of the borrower, who owns the property.

 

   

Hotel/motel – includes loans for hotels and motels. Generally, the primary source of repayment is dependent upon income generated from the real estate collateral. The underwriting of these loans takes into consideration the occupancy and rental rates, as well as the financial health of the borrower.

 

   

Multi-family – primarily includes loans to finance income-producing multi-family properties. Loans in this class include loans for 5 or more unit residential property and apartments leased to residents. Generally, the primary source of repayment is dependent upon income generated from the real estate collateral. The underwriting of these loans takes into consideration the occupancy and rental rates, as well as the financial health of the borrower.

 

   

Other – primarily includes loans to finance income-producing commercial properties that are not owner occupied. Loans in this class include loans for neighborhood retail centers, medical and professional offices, single retail stores, industrial buildings, and warehouses leased to local businesses. Generally, the primary source of repayment is dependent upon income generated from the real estate collateral. The underwriting of these loans takes into consideration the occupancy and rental rates, as well as the financial health of the borrower.

Residential real estate (“RRE”) — includes loans disaggregated into two classes: (1) consumer mortgage and (2) investment property.

 

   

Consumer mortgage – primarily includes first or second lien mortgages and home equity lines of credit to consumers that are secured by a primary residence or second home. These loans are underwritten in accordance with the Bank’s general loan policies and procedures which require, among other things, proper documentation of each borrower’s financial condition, satisfactory credit history, and property value.

 

   

Investment property – primarily includes loans to finance income-producing 1-4 family residential properties. Generally, the primary source of repayment is dependent upon income generated from leasing the property securing the loan. The underwriting of these loans takes into consideration the rental rates and property value, as well as the financial health of the borrower.

 

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Consumer installment — includes loans to individuals both secured by personal property and unsecured. Loans include personal lines of credit, automobile loans, and other retail loans. These loans are underwritten in accordance with the Bank’s general loan policies and procedures which require, among other things, proper documentation of each borrower’s financial condition, satisfactory credit history, and, if applicable, property value.

The following is a summary of current, accruing past due, and nonaccrual loans by portfolio segment and class as of March 31, 2020 and December 31, 2019.

 

(In thousands)    Current      Accruing
30-89 Days
Past Due
     Accruing
Greater than
90 days
     Total
Accruing
Loans
     Non-
Accrual
     Total
Loans
 

 

 

March 31, 2020:

                 

Commercial and industrial

   $ 56,443        4        —          56,447        —        $ 56,447  

Construction and land development

     32,294        8        —          32,302        —          32,302  

Commercial real estate:

                 

 Owner occupied

     48,705        —           —          48,705        —          48,705  

 Hotel/motel

     43,249        —           —          43,249        —          43,249  

 Multi-family

     33,190        —           —          33,190        —          33,190  

 Other

     130,955        —           —          130,955        —          130,955  

 

 

  Total commercial real estate

     256,099        —           —          256,099        —          256,099  

Residential real estate:

                 

 Consumer mortgage

     44,514        922        —          45,436        112        45,548  

 Investment property

     45,462        —           —          45,462        —          45,462  

 

 

  Total residential real estate

     89,976        922        —          90,898        112        91,010  

Consumer installment

     8,401        19        —          8,420        4        8,424  

 

 

  Total

   $     443,213        953        —          444,166        116      $ 444,282  

 

 

December 31, 2019:

                 

Commercial and industrial

   $ 56,758        24        —          56,782        —        $ 56,782  

Construction and land development

     32,385        456        —          32,841        —          32,841  

Commercial real estate:

                 

 Owner occupied

     48,860        —          —          48,860        —          48,860  

 Hotel/motel

     43,719        —           —          43,719        —          43,719  

 Multi-family

     44,839        —          —          44,839        —          44,839  

 Other

     132,900        —          —          132,900        —          132,900  

 

 

  Total commercial real estate

     270,318        —          —          270,318        —          270,318  

Residential real estate:

                 

 Consumer mortgage

     47,151        1,585        —          48,736        187        48,923  

 Investment property

     43,629        23        —          43,652        —          43,652  

 

 

  Total residential real estate

     90,780        1,608        —          92,388        187        92,575  

Consumer installment

     8,802        64        —          8,866        —          8,866  

 

 

  Total

   $ 459,043        2,152        —          461,195        187      $     461,382  

 

 

Allowance for Loan Losses

The Company assesses the adequacy of its allowance for loan losses prior to the end of each calendar quarter. The level of the allowance is based upon management’s evaluation of the loan portfolio, past loan loss experience, current asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect a borrower’s ability to repay (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan loss rates, and other pertinent factors, including regulatory recommendations. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. Loans are charged off, in whole or in part, when management believes that the full collectability of the loan is unlikely. A loan may be partially charged-off after a “confirming event” has occurred, which serves to validate that full repayment pursuant to the terms of the loan is unlikely.

 

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The Company deems loans impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collection of all amounts due according to the contractual terms means that both the interest and principal payments of a loan will be collected as scheduled in the loan agreement.

An impairment allowance is recognized if the fair value of the loan is less than the recorded investment in the loan. The impairment is recognized through the allowance. Loans that are impaired are recorded at the present value of expected future cash flows discounted at the loan’s effective interest rate, or if the loan is collateral dependent, the impairment measurement is based on the fair value of the collateral, less estimated disposal costs.

The level of allowance maintained is believed by management to be adequate to absorb probable losses inherent in the portfolio at the balance sheet date. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off.

In assessing the adequacy of the allowance, the Company also considers the results of its ongoing internal and independent loan review processes. The Company’s loan review process assists in determining whether there are loans in the portfolio whose credit quality has weakened over time and evaluating the risk characteristics of the entire loan portfolio. The Company’s loan review process includes the judgment of management, the input from our independent loan reviewers, and reviews conducted by bank regulatory agencies as part of their examination process. The Company incorporates loan review results in the determination of whether or not it is probable that it will be able to collect all amounts due according to the contractual terms of a loan.

As part of the Company’s quarterly assessment of the allowance, management divides the loan portfolio into five segments: commercial and industrial, construction and land development, commercial real estate, residential real estate, and consumer installment. The Company analyzes each segment and estimates an allowance allocation for each loan segment.

The allocation of the allowance for loan losses begins with a process of estimating the probable losses inherent for each loan segment. The estimates for these loans are established by category and based on the Company’s internal system of credit risk ratings and historical loss data. The estimated loan loss allocation rate for the Company’s internal system of credit risk grades is based on its experience with similarly graded loans. For loan segments where the Company believes it does not have sufficient historical loss data, the Company may make adjustments based, in part, on loss rates of peer bank groups. At March 31, 2020 and December 31, 2019, and for the periods then ended, the Company adjusted its historical loss rates for the commercial real estate portfolio segment based, in part, on loss rates of peer bank groups.

The estimated loan loss allocation for all five loan portfolio segments is then adjusted for management’s estimate of probable losses for several “qualitative and environmental” factors. The allocation for qualitative and environmental factors is particularly subjective and does not lend itself to exact mathematical calculation. This amount represents estimated probable inherent credit losses which exist, but have not yet been identified, as of the balance sheet date, and are based upon quarterly trend assessments in delinquent and nonaccrual loans, credit concentration changes, prevailing economic conditions, changes in lending personnel experience, changes in lending policies or procedures, and other factors. These qualitative and environmental factors are considered for each of the five loan segments and the allowance allocation, as determined by the processes noted above, is increased or decreased based on the incremental assessment of these factors.

The Company regularly re-evaluates its practices in determining the allowance for loan losses. Since the fourth quarter of 2016, the Company has increased its look-back period each quarter to incorporate the effects of at least one economic downturn in its loss history. The Company believes the extension of its look-back period is appropriate due to the risks inherent in the loan portfolio. Absent this extension, the early cycle periods in which the Company experienced significant losses would be excluded from the determination of the allowance for loan losses and its balance would decrease. For the quarter ended March 31, 2020, the Company increased its look-back period to 44 quarters to continue to include losses incurred by the Company beginning with the first quarter of 2009. The Company will likely continue to increase its look-back period to incorporate the effects of at least one economic downturn in its loss history. During the first quarter of 2020, the Company adjusted certain qualitative and economic factors related to changes in economic conditions driven by the impact of the novel strain of coronavirus (“COVID-19”) and resulting higher unemployment in our primary market area. If the Company had not adjusted these qualitative and economic factors, the calculated allowance for loan losses would have decreased by approximately $400 thousand at March 31, 2020.

 

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Table of Contents

The following table details the changes in the allowance for loan losses by portfolio segment for the respective periods.

 

     March 31, 2020  
(In thousands)    Commercial and
industrial
    Construction
and land
development
     Commercial
real estate
     Residential
real estate
    Consumer
installment
    Total  

 

 

Quarter ended:

              

Beginning balance

   $ 577       569        2,289        813       138     $ 4,386   

Charge-offs

     —         —          —          —         (5     (5)  

Recoveries

     53       —          —          31       2       86   

 

 

Net recoveries (charge-offs)

     53       —          —          31       (3     81   

Provision for loan losses

     45       13        307        33       2       400   

 

 

Ending balance

   $         675       582        2,596        877       137     $         4,867   

 

 
     March 31, 2019  
(In thousands)    Commercial and
industrial
    Construction
and land
development
     Commercial
real estate
     Residential
real estate
    Consumer
installment
    Total  

 

 

Quarter ended:

              

Beginning balance

   $ 778       700        2,218        946       148     $ 4,790   

Charge-offs

     —         —          —          —         (15     (15)  

Recoveries

     18       —          —          14       1       33   

 

 

Net recoveries (charge-offs)

     18       —          —          14       (14     18  

Provision for loan losses

             (110     73        33        (30     34       —     

 

 

Ending balance

   $ 686       773        2,251        930       168     $         4,808   

 

 

The following table presents an analysis of the allowance for loan losses and recorded investment in loans by portfolio segment and impairment methodology as of March 31, 2020 and 2019.

 

     Collectively evaluated (1)      Individually evaluated (2)      Total  
(In thousands)    Allowance
for loan
losses
     Recorded
investment
in loans
     Allowance
for loan
losses
     Recorded
investment
in loans
     Allowance
for loan
losses
     Recorded
investment
in loans
 

 

 

March 31, 2020:

                 

Commercial and industrial

   $ 675        56,447        —          —          675        56,447  

Construction and land development

     582        32,302        —          —          582        32,302  

Commercial real estate

     2,596        256,099        —          —          2,596        256,099  

Residential real estate

     877        91,010        —          —          877        91,010  

Consumer installment

     137        8,424        —          —          137        8,424  

 

 

Total

   $ 4,867        444,282        —          —          4,867        444,282  

 

 

March 31, 2019:

                 

Commercial and industrial

   $ 686        50,898        —          —          686        50,898  

Construction and land development

     773        44,931        —          —          773        44,931  

Commercial real estate

     2,251        265,149        —          —          2,251        265,149  

Residential real estate

     930        103,631        —          —          930        103,631  

Consumer installment

     168        8,564        —          —          168        8,564  

 

 

Total

   $ 4,808        473,173        —          —          4,808        473,173  

 

 

 

(1)

Represents loans collectively evaluated for impairment in accordance with ASC 450-20, Loss Contingencies, and pursuant to amendments by ASU 2010-20 regarding allowance for non-impaired loans.

(2)

Represents loans individually evaluated for impairment in accordance with ASC 310-30, Receivables, and pursuant to amendments by ASU 2010-20 regarding allowance for impaired loans.

 

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Credit Quality Indicators

The credit quality of the loan portfolio is summarized no less frequently than quarterly using categories similar to the standard asset classification system used by the federal banking agencies. The following table presents credit quality indicators for the loan portfolio segments and classes. These categories are utilized to develop the associated allowance for loan losses using historical losses adjusted for qualitative and environmental factors and are defined as follows:

 

   

Pass – loans which are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral.

 

   

Special Mention – loans with potential weakness that may, if not reversed or corrected, weaken the credit or inadequately protect the Company’s position at some future date. These loans are not adversely classified and do not expose an institution to sufficient risk to warrant an adverse classification.

 

   

Substandard Accruing – loans that exhibit a well-defined weakness which presently jeopardizes debt repayment, even though they are currently performing. These loans are characterized by the distinct possibility that the Company may incur a loss in the future if these weaknesses are not corrected.

 

   

Nonaccrual – includes loans where management has determined that full payment of principal and interest is not expected.

 

(In thousands)    Pass      Special
Mention
     Substandard
Accruing
     Nonaccrual      Total loans  

 

 

March 31, 2020:

              

Commercial and industrial

   $ 53,875        2,326        246        —        $ 56,447   

Construction and land development

     31,392        —          910        —          32,302   

Commercial real estate:

              

Owner occupied

     47,646        910        149        —          48,705   

Hotel/motel

     43,249        —          —          —          43,249   

Multi-family

     33,190        —          —          —          33,190   

Other

     130,088        846        21        —          130,955   

 

 

Total commercial real estate

     254,173        1,756        170        —          256,099   

Residential real estate:

              

Consumer mortgage

     41,666        1,223        2,547        112        45,548   

Investment property

     44,582        514        366        —          45,462   

 

 

Total residential real estate

     86,248        1,737        2,913        112        91,010   

Consumer installment

     8,299        58        63        4        8,424   

 

 

Total

   $ 433,987        5,877        4,302        116      $ 444,282   

 

 

December 31, 2019:

              

Commercial and industrial

   $ 54,340        2,176        266        —        $ 56,782   

Construction and land development

     31,798        —          1,043        —          32,841   

Commercial real estate:

              

Owner occupied

     47,865        917        78        —          48,860   

Hotel/motel

     43,719        —          —          —          43,719   

Multi-family

     44,839        —          —          —          44,839   

Other

     132,030        849        21        —          132,900   

 

 

Total commercial real estate

     268,453        1,766        99        —          270,318   

Residential real estate:

              

Consumer mortgage

     45,247        962        2,527        187        48,923   

Investment property

     42,331        949        372        —          43,652   

 

 

Total residential real estate

     87,578        1,911        2,899        187        92,575   

Consumer installment

     8,742        60        64        —          8,866   

 

 

Total

   $         450,911        5,913        4,371        187      $         461,382   

 

 

 

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Table of Contents

Impaired loans

The following tables present details related to the Company’s impaired loans. Loans that have been fully charged-off are not included in the following tables. The related allowance generally represents the following components that correspond to impaired loans:

 

   

Individually evaluated impaired loans equal to or greater than $500,000 secured by real estate (nonaccrual construction and land development, commercial real estate, and residential real estate loans).

 

   

Individually evaluated impaired loans equal to or greater than $250,000 not secured by real estate (nonaccrual commercial and industrial and consumer installment loans).

The Company had no impaired loans at March 31, 2020. The following tables set forth certain information regarding the Company’s impaired loans that were individually evaluated for impairment at December 31, 2019.

 

     December 31, 2019  
(In thousands)    Unpaid principal
balance (1)
     Charge-offs and
payments applied
(2)
    Recorded
investment (3)
           Related allowance  

 

      

With no allowance recorded:

 

Commercial and industrial

   $ 335        (236     99       

 

 

 

 

      

Total impaired loans

   $                 335        (236     99        $ —    

 

      

 

 

 

 

(1)

Unpaid principal balance represents the contractual obligation due from the customer.

(2)

Charge-offs and payments applied represents cumulative charge-offs taken, as well as interest payments that have been applied against the outstanding principal balance subsequent to the loans being placed on nonaccrual status.

(3)

Recorded investment represents the unpaid principal balance less charge-offs and payments applied; it is shown before any related allowance for loan losses.

The following table provides the average recorded investment in impaired loans, if any, by portfolio segment, and the amount of interest income recognized on impaired loans after impairment by portfolio segment and class during the respective periods.

 

         Quarter ended March 31, 2020              Quarter ended March 31, 2019      
(In thousands)    Average
recorded
investment
     Total interest
income
recognized
     Average
recorded
investment
     Total interest
income
recognized
 

 

 

Impaired loans:

 

     

Commercial real estate:

           

 Owner occupied

   $ —        $ —        $ 78      $ 9  

 

 

 Total commercial real estate

   $ —        $ —        $ 78      $ 9  

 

 

 Total

   $ —        $ —        $ 78      $ 9  

 

 

Troubled Debt Restructurings

Impaired loans also include troubled debt restructurings (“TDRs”). On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. Section 4013 of the CARES Act, “Temporary Relief From Troubled Debt Restructurings,” provides banks the option to temporarily suspend certain requirements under ASC 340-10 TDR classifications for a limited period of time to account for the effects of COVID-19. On April 7, 2020, the Federal Reserve and the other banking agencies and regulators issued a statement, “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working With Customers Affected by the Coronavirus (Revised)” (the “Interagency Statement on COVID-19 Loan Modifications”), to encourage banks to work prudently with borrowers and to describe the agencies’ interpretation of how accounting rules under ASC 310-40, “Troubled Debt Restructurings by Creditors,” apply to certain COVID-19-related modifications. If a loan modification is eligible, a bank may elect to account for the loan under section 4013 of the CARES Act. If a loan modification is not eligible under section 4013, or if the bank elects not to account for the loan modification under section 4013, the Revised Statement includes criteria when a bank may presume a loan modification is not a TDR in accordance with ASC 310-40.

 

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The Company evaluates loan extensions or modifications not qualified under Section 4013 of the CARES Act or under the Interagency Statement on COVID-19 Loan Modifications in accordance with FASB ASC 340-10 with respect to the classification of the loan as a TDR. In the normal course of business, management may grant concessions to borrowers that are experiencing financial difficulty. A concession may include, but is not limited to, delays in required payments of principal and interest for a specified period, reduction of the stated interest rate of the loan, reduction of accrued interest, extension of the maturity date, or reduction of the face amount or maturity amount of the debt. A concession has been granted when, as a result of the restructuring, the Bank does not expect to collect, when due, all amounts owed, including interest at the original stated rate. A concession may have also been granted if the debtor is not able to access funds elsewhere at a market rate for debt with similar risk characteristics as the restructured debt. In making the determination of whether a loan modification is a TDR, the Company considers the individual facts and circumstances surrounding each modification. As part of the credit approval process, the restructured loans are evaluated for adequate collateral protection in determining the appropriate accrual status at the time of restructure.

Similar to other impaired loans, TDRs are measured for impairment based on the present value of expected payments using the loan’s original effective interest rate as the discount rate, or the fair value of the collateral, less selling costs if the loan is collateral dependent. If the recorded investment in the loan exceeds the measure of fair value, impairment is recognized by establishing a valuation allowance as part of the allowance for loan losses or a charge-off to the allowance for loan losses. In periods subsequent to the modification, all TDRs are individually evaluated for possible impairment.

The Company had no TDRs as of March 31, 2020 and December 31, 2019. There were no loans modified in a TDR during the quarters ended March 31, 2020 and 2019. For the same periods, the Company had no loans modified in a TDR within the previous 12 months for which there was a payment default.

NOTE 5: MORTGAGE SERVICING RIGHTS, NET

Mortgage servicing rights (“MSRs”) are recognized based on the fair value of the servicing rights on the date the corresponding mortgage loans are sold. An estimate of the Company’s MSRs is determined using assumptions that market participants would use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, default rates, cost to service, escrow account earnings, contractual servicing fee income, ancillary income, and late fees. Subsequent to the date of transfer, the Company has elected to measure its MSRs under the amortization method. Under the amortization method, MSRs are amortized in proportion to, and over the period of, estimated net servicing income.

The Company has recorded MSRs related to loans sold to Fannie Mae. The Company generally sells conforming, fixed-rate, closed-end, residential mortgages to Fannie Mae. MSRs are included in other assets on the accompanying consolidated balance sheets.

The Company evaluates MSRs for impairment on a quarterly basis. Impairment is determined by stratifying MSRs into groupings based on predominant risk characteristics, such as interest rate and loan type. If, by individual stratum, the carrying amount of the MSRs exceeds fair value, a valuation allowance is established. The valuation allowance is adjusted as the fair value changes. Changes in the valuation allowance are recognized in earnings as a component of mortgage lending income.

 

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The change in amortized MSRs and the related valuation allowance for the quarters ended March 31, 2020 and 2019 are presented below.

 

     Quarter ended March 31,  
(Dollars in thousands)            2020                     2019          

 

 

MSRs, net:

    

Beginning balance

   $     1,299     $ 1,441   

Additions, net

     49       41   

Amortization expense

     (99     (72)  

 

 

Ending balance

   $ 1,249     $ 1,410   

 

 

Valuation allowance included in MSRs, net:

    

Beginning of period

   $ —       $ —    

End of period

     —         —    

 

 

Fair value of amortized MSRs:

    

Beginning of period

   $ 2,111     $     2,697   

End of period

     1,917       2,591   

 

 

NOTE 6: FAIR VALUE

Fair Value Hierarchy

“Fair value” is defined by ASC 820, Fair Value Measurements and Disclosures, as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for an asset or liability at the measurement date. GAAP establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

 

   

Level 1—inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets.

 

   

Level 2—inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable for the asset or liability, either directly or indirectly.

 

   

Level 3—inputs to the valuation methodology are unobservable and reflect the Company’s own assumptions about the inputs market participants would use in pricing the asset or liability.

Level changes in fair value measurements

Transfers between levels of the fair value hierarchy are generally recognized at the end of each reporting period. The Company monitors the valuation techniques utilized for each category of financial assets and liabilities to ascertain when transfers between levels have been affected. The nature of the Company’s financial assets and liabilities generally is such that transfers in and out of any level are expected to be infrequent. For the quarter ended March 31, 2020, there were no transfers between levels and no changes in valuation techniques for the Company’s financial assets and liabilities.

 

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Assets and liabilities measured at fair value on a recurring basis

Securities available-for-sale

Fair values of securities available for sale were primarily measured using Level 2 inputs. For these securities, the Company obtains pricing from third party pricing services. These third party pricing services consider observable data that may include broker/dealer quotes, market spreads, cash flows, benchmark yields, reported trades for similar securities, market consensus prepayment speeds, credit information, and the securities’ terms and conditions. On a quarterly basis, management reviews the pricing received from the third party pricing services for reasonableness given current market conditions. As part of its review, management may obtain non-binding third party broker quotes to validate the fair value measurements. In addition, management will periodically submit pricing provided by the third party pricing services to another independent valuation firm on a sample basis. This independent valuation firm will compare the price provided by the third party pricing service with its own price and will review the significant assumptions and valuation methodologies used with management.

The following table presents the balances of the assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019, respectively, by caption, on the accompanying consolidated balance sheets by ASC 820 valuation hierarchy (as described above).

 

(Dollars in thousands)    Amount      Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
    

Significant
Unobservable
Inputs

(Level 3)

 

 

 

March 31, 2020:

           

Securities available-for-sale:

           

Agency obligations

   $ 67,678        —          67,678        —    

Agency RMBS

     145,371        —          145,371        —    

State and political subdivisions

     67,386        —          67,386        —    

 

 

Total securities available-for-sale

     280,435        —          280,435        —    

 

 

Total assets at fair value

   $         280,435        —          280,435        —    

 

 

December 31, 2019:

           

Securities available-for-sale:

           

Agency obligations

   $ 50,708        —          50,708        —    

Agency RMBS

     123,277        —          123,277        —    

State and political subdivisions

     61,917        —          61,917        —    

 

 

Total securities available-for-sale

     235,902        —          235,902        —    

 

 

Total assets at fair value

   $ 235,902        —          235,902        —    

 

 

Assets and liabilities measured at fair value on a nonrecurring basis

Loans held for sale

Loans held for sale are carried at the lower of cost or fair value. Fair values of loans held for sale are determined using quoted market secondary market prices for similar loans. Loans held for sale are classified within Level 2 of the fair value hierarchy.

Impaired Loans

Loans considered impaired under ASC 310-10-35, Receivables, are loans for which, based on current information and events, it is probable that the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. Impaired loans can be measured based on the present value of expected payments using the loan’s original effective rate as the discount rate, the loan’s observable market price, or the fair value of the collateral less selling costs if the loan is collateral dependent.

 

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The fair value of impaired loans was primarily measured based on the value of the collateral securing these loans. Impaired loans are classified within Level 3 of the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory, and/or accounts receivable. The Company determines the value of the collateral based on independent appraisals performed by qualified licensed appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Appraised values are discounted for costs to sell and may be discounted further based on management’s historical knowledge, changes in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and the customer’s business. Such discounts by management are subjective and are typically significant unobservable inputs for determining fair value. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors discussed above.

Other real estate owned

Other real estate owned (“OREO”), consisting of properties obtained through foreclosure or in satisfaction of loans, are initially recorded at the lower of the loan’s carrying amount or the fair value of collateral less costs to sell upon transfer of the loans to other real estate. Subsequently, OREO is carried at the lower of carrying value or fair value less costs to sell. Fair values are generally based on third party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes further discounted based on management’s historical knowledge, and/or changes in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and the customer’s business. Such discounts are typically significant unobservable inputs for determining fair value. In cases where the carrying amount exceeds the fair value, less costs to sell, a loss is recognized in noninterest expense.

Mortgage servicing rights, net

MSRs, net, included in other assets on the accompanying consolidated balance sheets, are carried at the lower of cost or estimated fair value. MSRs do not trade in an active market with readily observable prices. To determine the fair value of MSRs, the Company engages an independent third party. The independent third party’s valuation model calculates the present value of estimated future net servicing income using assumptions that market participants would use in estimating future net servicing income, including estimates of prepayment speeds, discount rates, default rates, cost to service, escrow account earnings, contractual servicing fee income, ancillary income, and late fees. Periodically, the Company will review broker surveys and other market research to validate significant assumptions used in the model. The significant unobservable inputs include prepayment speeds or the constant prepayment rate (“CPR”) and the weighted average discount rate. Because the valuation of MSRs requires the use of significant unobservable inputs, all of the Company’s MSRs are classified within Level 3 of the valuation hierarchy.

The following table presents the balances of the assets and liabilities measured at fair value on a nonrecurring basis as of March 31, 2020 and December 31, 2019, respectively, by caption, on the accompanying consolidated balance sheets and by FASB ASC 820 valuation hierarchy (as described above):

 

(Dollars in thousands)    Carrying
Amount
     Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)
     Other
Observable
Inputs
(Level 2)
    

Significant
Unobservable
Inputs

(Level 3)

 

 

 

March 31, 2020:

           

Loans held for sale

   $ 1,563        —          1,563        —    

Other assets (2)

     1,348        —          —          1,348    

 

 

Total assets at fair value

   $ 2,911        —          1,563        1,348    

 

 

December 31, 2019:

           

Loans held for sale

   $ 2,202        —          2,202        —    

Loans, net(1)

     99        —          —          99    

Other assets (2)

     1,299        —          —          1,299    

 

 

Total assets at fair value

   $ 3,600        —          2,202        1,398    

 

 

 

(1)

Loans considered impaired under ASC 310-10-35 Receivables. This amount reflects the recorded investment in impaired loans, net of any related allowance for loan losses

(2) 

Represents MSRs, net and other real estate owned, both of which are carried at lower of cost or estimated fair value.

 

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Quantitative Disclosures for Level 3 Fair Value Measurements

At March 31, 2020, the Company had no Level 3 assets measured at fair value on a recurring basis. For Level 3 assets measured at fair value on a non-recurring basis at March 31, 2020, the significant unobservable inputs used in the fair value measurements are presented below.

 

(Dollars in thousands)

   Carrying
    Amount    
         Valuation Technique          Significant
Unobservable Input
     Range     Weighted
Average
      of Input    
 

March 31, 2020:

             

Other real estate owned

   $ 99        Appraisal        Appraisal discount        10.0 -10.0     10.0 %   

Mortgage servicing rights, net

         1,249        Discounted cash flow        Prepayment Speed or CPR        13.0 -17.4     14.7 %   
           Discount rate        10.0 -12.0     10.0 %   

 

 

December 31, 2019:

             

Impaired loans

   $ 99        Appraisal        Appraisal discounts          10.0 %   

Mortgage servicing rights, net

     1,299        Discounted cash flow        Prepayment Speed or CPR          11.6 %   
           Discount rate          10.0 %   

 

 

Fair Value of Financial Instruments

ASC 825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practicable to estimate that value. The assumptions used in the estimation of the fair value of the Company’s financial instruments are explained below. Where quoted market prices are not available, fair values are based on estimates using discounted cash flow analyses. Discounted cash flows can be significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The following fair value estimates cannot be substantiated by comparison to independent markets and should not be considered representative of the liquidation value of the Company’s financial instruments, but rather are a good-faith estimate of the fair value of financial instruments held by the Company. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements.

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

Loans, net

Fair values for loans were calculated using discounted cash flows. The discount rates reflected current rates at which similar loans would be made for the same remaining maturities. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments. The fair value of loans was measured using an exit price notion.

Loans held for sale

Fair values of loans held for sale are determined using quoted secondary market prices for similar loans.

Time Deposits

Fair values for time deposits were estimated using discounted cash flows. The discount rates were based on rates currently offered for deposits with similar remaining maturities.

 

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The carrying value, related estimated fair value, and placement in the fair value hierarchy of the Company’s financial instruments at March 31, 2020 and December 31, 2019 are presented below. This table excludes financial instruments for which the carrying amount approximates fair value. Financial assets for which fair value approximates carrying value included cash and cash equivalents. Financial liabilities for which fair value approximates carrying value included noninterest-bearing demand deposits, interest-bearing demand deposits, and savings deposits. Fair value approximates carrying value in these financial liabilities due to these products having no stated maturity. Additionally, financial liabilities for which fair value approximates carrying value included overnight borrowings such as federal funds purchased and securities sold under agreements to repurchase.

 

                   Fair Value Hierarchy  
(Dollars in thousands)    Carrying
amount
     Estimated
fair value
     Level 1
inputs
     Level 2
inputs
     Level 3
Inputs
 

 

 

March 31, 2020:

              

Financial Assets:

              

Loans, net (1)

   $             439,001      $             433,758      $             —        $ —        $             433,758    

Loans held for sale

     1,563        1,614        —          1,614        —    

Financial Liabilities:

              

Time Deposits

   $ 166,974      $ 168,375      $  —        $             168,375      $ —    

 

 

December 31, 2019:

              

Financial Assets:

              

Loans, net (1)

   $ 456,515      $ 453,705      $ —        $ —        $ 453,705    

Loans held for sale

     2,202        2,251        —          2,251        —    

Financial Liabilities:

              

Time Deposits

   $ 167,199      $ 168,316      $ —        $ 168,316      $ —    

 

 

 

(1)

Represents loans, net of unearned income and the allowance for loan losses. The fair value of loans was measured using an exit price notion.

 

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

The following discussion and analysis is designed to provide a better understanding of various factors related to the results of operations and financial condition of the Company and the Bank. This discussion is intended to supplement and highlight information contained in the accompanying unaudited condensed consolidated financial statements and related notes for the quarters ended March 31, 2020 and 2019, as well as the information contained in our Annual Report on Form 10-K for the year ended December 31, 2019.

Special Notice Regarding Forward-Looking Statements

Certain of the statements made in this discussion and analysis and elsewhere, including information incorporated herein by reference to other documents, are “forward-looking statements” within the meaning of, and subject to, the protections of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, achievements, or financial condition of the Company to be materially different from future results, performance, achievements, or financial condition expressed or implied by such forward-looking statements. You should not expect us to update any forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:

 

   

the effects of future economic, business, and market conditions and changes, domestic and foreign, including seasonality;

 

   

the significant disruptive effects of the COVID-19 pandemic, and local, state, national and international economic activity, including decreases in gross domestic product (“GDP”) and increases in unemployment;

 

   

governmental monetary and fiscal policies, generally, and reductions of market interest rates, injections of liquidity by the Federal Reserve federal lending and market support programs and facilities, government spending and aid to businesses and consumers as a result of the COVID-19 pandemic, and its effects and public health and economic activity;

 

   

the effects of public health, economic activity and measures taken to restore public health in light of the COVID-19 pandemic;

 

   

legislative and regulatory changes, including the CARES Act, changes in banking, securities, and tax laws, regulations and rules and their application by our regulators, including capital and liquidity requirements, and changes in the scope and cost of FDIC insurance, including temporary other changes to address the effects of the COVID-19 pandemic and stabilize and stimulate the economy;

 

   

changes in accounting policies, rules, and practices;

 

   

the risks of changes in interest rates on the levels, composition, and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and interest sensitive assets and liabilities, and the risks and uncertainty of the amounts realizable;

 

   

changes in borrower credit risks and payment behaviors, especially in light of the economic effects of COVID-19;

 

   

changes in the availability and cost of credit and capital in the financial markets, and the types of instruments that may be included as capital for regulatory purposes;

 

   

changes in the prices, values, and sales volumes of residential and commercial real estate;

 

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the effects of competition from a wide variety of local, regional, national, and other providers of financial, investment, and insurance services, including the disruptive effects of financial technology and other competitors who are not subject to the same regulations as the Company and the Bank;

 

   

the failure of assumptions and estimates underlying the establishment of allowances for possible loan and other asset impairments, losses, valuations of assets and liabilities and other estimates, including the timing and effect of the implementation of the current expected credit losses model to financial instruments, and the significant changes in economic conditions, unemployment and GDP resulting from the COVID-19 pandemic, and local, state and national health orders regarding shelter in place that result in workplace shutdowns, supply chain failures and economic and personal disruption;

 

   

the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions;

 

   

changes in our technology or products that may be more difficult, costly, or less effective than anticipated;

 

   

our business continuity planning, and changes in the ways we communicate with, and provide services to our customers, implemented during the COVID-19 pandemic;

 

   

the effects of war, or other conflicts, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions;

 

   

cyber attacks and data breaches that may compromise our systems or customers’ information, including increased fraud during the COVID-19 pandemic;

 

   

the failure of assumptions and estimates, as well as differences in, and changes to, economic, market, and credit conditions, including changes in borrowers’ credit risks and payment behaviors from those used in our loan portfolio stress tests and other evaluations, including price and market volatility and liquidity issues resulting from the COVID-19 pandemic;

 

   

the risk that our deferred tax assets, if any, could be reduced if estimates of future taxable income from our operations and tax planning strategies are less than currently estimated, and sales of our capital stock could trigger a reduction in the amount of net operating loss carry-forwards, if any, that we may be able to utilize for income tax purposes; and

 

   

other factors and information in this report and other filings that we make with the SEC under the Exchange Act, including our Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent quarterly and current reports. See Part II, Item 1A. “RISK FACTORS”.

All written or oral forward-looking statements that are made by or attributable to us are expressly qualified in their entirety by this cautionary notice. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made.

Business

The Company was incorporated in 1990 under the laws of the State of Delaware and became a bank holding company after it acquired its Alabama predecessor, which was a bank holding company established in 1984. The Bank, the Company’s principal subsidiary, is an Alabama state-chartered bank that is a member of the Federal Reserve System and has operated continuously since 1907. Both the Company and the Bank are headquartered in Auburn, Alabama. The Bank conducts its business primarily in East Alabama, including Lee County and surrounding areas. The Bank operates 8 full-service branches in Auburn, Opelika, Notasulga, and Valley, Alabama. The Bank also operates loan production offices in Auburn and Phenix City, Alabama.

 

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Summary of Results of Operations

 

     Quarter ended March 31,  
(Dollars in thousands, except per share data)        2020              2019      

 

 

Net interest income (a)

   $ 6,332      $ 6,766    

Less: tax-equivalent adjustment

     120        146    

 

 

Net interest income (GAAP)

     6,212        6,620    

Noninterest income

     1,235        1,160    

 

 

Total revenue

     7,447        7,780    

Provision for loan losses

     400        —    

Noninterest expense

     4,856        4,611    

Income tax expense

     390        626    

 

 

Net earnings

   $             1,801      $             2,543    

 

 

Basic and diluted earnings per share

   $ 0.50      $ 0.70    

 

 
(a)

Tax-equivalent. See “Table 1—Explanation of Non-GAAP Financial Measures.”

Financial Summary

The Company’s net earnings were $1.8 million for the first quarter of 2020, compared to $2.5 million for the first quarter of 2019. Basic and diluted earnings per share were $0.50 per share for the first quarter of 2020, compared to $0.70 per share for the first quarter of 2019.

Net interest income (tax-equivalent) was $6.3 million for the first quarter of 2020, a 6% decrease compared to $6.8 million for the first quarter of 2019. This decrease was primarily due to loan payoffs and recent declines in market interest rates. Average loans were down 5% to $451.2 million in the first quarter of 2020, compared to $477.3 million in the first quarter of 2019. The Company’s net interest margin (tax-equivalent) decreased to 3.23% in the first quarter of 2020, compared to 3.54% for the first quarter of 2019 as yields on earning assets declined.

At March 31, 2020, the Company’s allowance for loan losses was $4.9 million, or 1.10% of total loans, compared to $4.4 million, or 0.95% of total loans, at December 31, 2019 and $4.8 million, or 1.02% of total loans, at March 31, 2019. The provision for loan losses was $0.4 million for the first quarter of 2020, compared to no provision for loan losses during the first quarter of 2019. The increase in the provision for loan losses was related to changes in economic conditions driven by the impact of COVID-19 and resulting higher unemployment in our primary market area. The provision for loan losses is based upon various estimates and judgements, including the absolute level of loans, loan growth, credit quality and the amount of net charge-offs.

Noninterest income was $1.2 million for the first quarter of 2020 and 2019, respectively. For the first quarter of 2020, noninterest income included $0.3 million in non-taxable death benefits from bank-owned life insurance and a $0.3 million pre-tax gain from an insurance recovery in the first quarter of 2019.

Noninterest expense was $4.9 million for the first quarter of 2020 compared to $4.6 million for the first quarter of 2019. The increase was primarily due to $0.2 million of various expenses related to the redevelopment of the Company’s headquarters in downtown Auburn, including revised depreciation estimates and temporary relocation costs. The Company expects it will incur additional expense in 2020 related to this redevelopment project.

Income tax expense was $0.4 million and $0.6 million for the first quarter of 2020 and 2019, respectively, reflecting an effective tax rate of 17.80% and 19.75%, respectively. This change was primarily due to a decrease in the level of earnings before taxes relative to tax-exempt sources of income. The Company’s effective income tax rate is principally impacted by tax-exempt earnings from the Company’s investments in municipal securities and bank-owned life insurance.

The Company paid cash dividends of $0.255 per share in the first quarter of 2020, an increase of 2% from the same period of 2019. At March 31, 2020, the Bank’s regulatory capital ratios were well above the minimum amounts required to be “well capitalized” under current regulatory standards with a total risk-based capital ratio of 18.72%, a tier 1 leverage ratio of 11.17% and a common equity tier 1 (“CET1”) ratio of 17.77% at March 31, 2020.

 

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COVID-19 Impact Assessment

In December 2019, COVID-19 was first reported in China and has since spread to a number of other countries, including the United States. In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a National Public Health Emergency. The COVID-19 pandemic has severely restricted the level of economic activity in our markets. In response to the COVID-19 pandemic, the state of Alabama, and of most other states, have taken preventative or protective actions to prevent the spread of the virus, including imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego their time outside of their homes, and causing temporary closures of businesses that have been deemed to be non-essential. Auburn University, a major source of economic activity in Lee County, went to remote instruction on March 16, 2020, which will continue for the summer session.

COVID-19 has significantly affected local state, national and global health and economic activity and its future effects are uncertain and will depend on various factors, including, among others, the duration and scope of the pandemic, the development of COVID-19 testing and contact tracing, effective drug treatments and vaccines, together with governmental, regulatory and private sector responses. COVID-19 has had significant effects on the economy, financial markets and our employees, customers and vendors. Our business, financial condition and results of operations generally rely upon the ability of our borrowers to make deposits and repay their loans, the value of collateral underlying our secured loans, market value, stability and liquidity and demand for loans and other products and services we offer, all of which are affected by the pandemic.

We have implemented a number of procedures in response to the pandemic to support the safety and well-being of our employees, customers and shareholders

 

   

We believe our business continuity plan has worked to provide essential banking services to our communities and customers, while protecting our employees’ health. As part of our efforts to exercise social distancing in accordance with the guidelines of the Centers for Disease Control, starting March 23, we limited branch lobby service to appointment only while continuing to operate our branch drive-thru facilities and automated teller machines (“ATMs”). We continue to provide services through our online and other electronic channels. In addition, we established remote work access to help employees stay at home where job duties permit.

 

   

We have changed our Annual Shareholders’ Meeting from a physical meeting to a virtual meeting. The date and time are unchanged, but shareholders that wish to participate may access web portals and live streams of the Annual Shareholders’ Meeting;

 

   

We are focused on servicing the financial needs of our commercial and consumer clients with extensions and deferrals to loan customers effected by COVID-19, provided such customers were not more than 30 days past due at the time of the request; and

 

   

We have chosen to participate in the CARES Act Paycheck Protection Program that will provide government guaranteed and forgivable loans to our customers. Through April 30, 2020, we had 389 applications approved by the SBA totaling over $35 million in loans for our customers, which will help support close to 5,500 employees in our markets. We believe these loans and our participation in the program is good for our customers and the communities we serve. We are evaluating the Federal Reserve’s Main Street Lending Program, which has been announced, but has not started.

We continue to closely monitor this pandemic, and are working to continue our services during the pandemic and to address developments as those occur. Our results of operations for the quarter ended March 31, 2020, and our financial condition at that date reflect only the initial effects of the pandemic, and may not be indicative of future results or financial conditions.

CRITICAL ACCOUNTING POLICIES

The accounting and financial reporting policies of the Company conform with U.S. GAAP and with general practices within the banking industry. In connection with the application of those principles, we have made judgments and estimates which, in the case of the determination of our allowance for loan losses, our assessment of other-than-temporary impairment, recurring and non-recurring fair value measurements, the valuation of other real estate owned, and the valuation of deferred tax assets, were critical to the determination of our financial position and results of operations. Other policies also require subjective judgment and assumptions and may accordingly impact our financial position and results of operations.

 

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Allowance for Loan Losses

The Company assesses the adequacy of its allowance for loan losses prior to the end of each calendar quarter. The level of the allowance is based upon management’s evaluation of the loan portfolio, past loan loss experience, current asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect a borrower’s ability to repay (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan loss rates, and other pertinent factors, including regulatory recommendations. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. Loans are charged off, in whole or in part, when management believes that the full collectability of the loan is unlikely. A loan may be partially charged-off after a “confirming event” has occurred, which serves to validate that full repayment pursuant to the terms of the loan is unlikely.

The Company deems loans impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collection of all amounts due according to the contractual terms means that both the interest and principal payments of a loan will be collected as scheduled in the loan agreement.

An impairment allowance is recognized if the fair value of the loan is less than the recorded investment in the loan. The impairment is recognized through the allowance. Loans that are impaired are recorded at the present value of expected future cash flows discounted at the loan’s effective interest rate, or if the loan is collateral dependent, the impairment measurement is based on the fair value of the collateral, less estimated disposal costs.

The level of allowance maintained is believed by management to be adequate to absorb probable losses inherent in the portfolio at the balance sheet date. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off.

In assessing the adequacy of the allowance, the Company also considers the results of its ongoing internal and independent loan review processes. The Company’s loan review process assists in determining whether there are loans in the portfolio whose credit quality has weakened over time and evaluating the risk characteristics of the entire loan portfolio. The Company’s loan review process includes the judgment of management, the input from our independent loan reviewers, and reviews that may have been conducted by bank regulatory agencies as part of their examination process. The Company incorporates loan review results in the determination of whether or not it is probable that it will be able to collect all amounts due according to the contractual terms of a loan.

As part of the Company’s quarterly assessment of the allowance, management divides the loan portfolio into five segments: commercial and industrial, construction and land development, commercial real estate, residential real estate, and consumer installment. The Company analyzes each segment and estimates an allowance allocation for each loan segment.

The allocation of the allowance for loan losses begins with a process of estimating the probable losses inherent for each loan segment. The estimates for these loans are established by category and based on the Company’s internal system of credit risk ratings and historical loss data. The estimated loan loss allocation rate for the Company’s internal system of credit risk grades is based on its experience with similarly graded loans. For loan segments where the Company believes it does not have sufficient historical loss data, the Company may make adjustments based, in part, on loss rates of peer bank groups. At March 31, 2020 and December 31, 2019, and for the periods then ended, the Company adjusted its historical loss rates for the commercial real estate portfolio segment based, in part, on loss rates of peer bank groups.

The estimated loan loss allocation for all five loan portfolio segments is then adjusted for management’s estimate of probable losses for several “qualitative and environmental” factors. The allocation for qualitative and environmental factors is particularly subjective and does not lend itself to exact mathematical calculation. This amount represents estimated probable inherent credit losses which exist, but have not yet been identified, as of the balance sheet date, and are based upon quarterly trend assessments in delinquent and nonaccrual loans, credit concentration changes, prevailing economic conditions, changes in lending personnel experience, changes in lending policies or procedures, and other influencing factors. These qualitative and environmental factors are considered for each of the five loan segments and the allowance allocation, as determined by the processes noted above, is increased or decreased based on the incremental assessment of these factors.

 

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The Company regularly re-evaluates its practices in determining the allowance for loan losses. Since the fourth quarter of 2016, the Company has increased its look-back period each quarter to incorporate the effects of at least one economic downturn in its loss history. The Company believes the extension of its look-back period is appropriate due to the risks inherent in the loan portfolio. Absent this extension, the early cycle periods in which the Company experienced significant losses would be excluded from the determination of the allowance for loan losses and its balance would decrease. For the quarter ended March 31, 2020, the Company increased its look-back period to 44 quarters to continue to include losses incurred by the Company beginning with the first quarter of 2009. The Company will likely continue to increase its look-back period to incorporate the effects of at least one economic downturn in its loss history. During the first quarter of 2020, the Company adjusted certain qualitative and economic factors related to changes in economic conditions driven by the impact of COVID-19 and resulting higher unemployment in our primary market area. If the Company had not adjusted these qualitative and economic factors, the calculated allowance for loan losses would have decreased by approximately $400 thousand at March 31, 2020.

Assessment for Other-Than-Temporary Impairment of Securities

On a quarterly basis, management makes an assessment to determine whether there have been events or economic circumstances to indicate that a security on which there is an unrealized loss is other-than-temporarily impaired. For debt securities with an unrealized loss, an other-than-temporary impairment write-down is triggered when (1) the Company has the intent to sell a debt security, (2) it is more likely than not that the Company will be required to sell the debt security before recovery of its amortized cost basis, or (3) the Company does not expect to recover the entire amortized cost basis of the debt security. If the Company has the intent to sell a debt security or if it is more likely than not that it will be required to sell the debt security before recovery, the other-than-temporary write-down is equal to the entire difference between the debt security’s amortized cost and its fair value. If the Company does not intend to sell the security or it is not more likely than not that it will be required to sell the security before recovery, the other-than-temporary impairment write-down is separated into the amount that is credit related (credit loss component) and the amount due to all other factors. The credit loss component is recognized in earnings and is the difference between the security’s amortized cost basis and the present value of its expected future cash flows. The remaining difference between the security’s fair value and the present value of future expected cash flows is due to factors that are not credit related and is recognized in other comprehensive income, net of applicable taxes.

Fair Value Determination

U.S. GAAP requires management to value and disclose certain of the Company’s assets and liabilities at fair value, including investments classified as available-for-sale and derivatives. ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value measurements. For more information regarding fair value measurements and disclosures, please refer to Note 6, Fair Value, of the consolidated financial statements that accompany this report.

Fair values are based on active market prices of identical assets or liabilities when available. Comparable assets or liabilities or a composite of comparable assets in active markets are used when identical assets or liabilities do not have readily available active market pricing. However, some of the Company’s assets or liabilities lack an available or comparable trading market characterized by frequent transactions between willing buyers and sellers. In these cases, fair value is estimated using pricing models that use discounted cash flows and other pricing techniques. Pricing models and their underlying assumptions are based upon management’s best estimates for appropriate discount rates, default rates, prepayments, market volatility, and other factors, taking into account current observable market data and experience.

These assumptions may have a significant effect on the reported fair values of assets and liabilities and the related income and expense. As such, the use of different models and assumptions, as well as changes in market conditions, could result in materially different net earnings and retained earnings results.

 

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Other Real Estate Owned

OREO consists of properties obtained through foreclosure or in satisfaction of loans and is reported at the lower of cost or fair value of collateral, less estimated costs to sell at the date acquired, with any loss recognized as a charge-off through the allowance for loan losses. Additional OREO losses for subsequent valuation adjustments are determined on a specific property basis and are included as a component of other noninterest expense along with holding costs. Any gains or losses on disposal of OREO are also reflected in noninterest expense. Significant judgments and complex estimates are required in estimating the fair value of OREO, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility. As a result, the net proceeds realized from sales transactions could differ significantly from appraisals, comparable sales, and other estimates used to determine the fair value of other OREO.

Deferred Tax Asset Valuation

A valuation allowance is recognized for a deferred tax asset if, based on the weight of available evidence, it is more-likely-than-not that some portion or the entire deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of taxable income over the last three years and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that we will realize the benefits of these deductible differences at March 31, 2020. The amount of the deferred tax assets considered realizable, however, could be reduced if estimates of future taxable income are reduced.

Under the CARES Act, net operating losses arising in tax years beginning after December 31, 2017, and before January 1, 2021 may be carried back to each of the five tax years preceding the tax year of such loss. Since the enactment of the Tax Cuts and Jobs Act, net operating losses generally could not be carried back but could be carried forward indefinitely. Further, the Tax Cuts and Jobs Act limited net operating loss absorption to 80% of taxable income. The CARES Act temporarily removes the 80% limitation, reinstating it for tax years beginning after 2020.

RESULTS OF OPERATIONS

Average Balance Sheet and Interest Rates

 

     Quarter ended March 31,  
     2020     2019  
     Average      Yield/     Average      Yield/  
(Dollars in thousands)    Balance      Rate     Balance      Rate  

 

  

 

 

   

 

 

 

Loans and loans held for sale

     $     452,155        4.81     $     478,059        4.86

Securities - taxable

     196,422        2.27     171,543        2.40

Securities - tax-exempt

     60,895        3.78     68,481        4.12

 

  

 

 

   

 

 

 

Total securities

     257,317        2.63     240,024        2.89

Federal funds sold

     29,758        1.26     21,404        2.37

Interest bearing bank deposits

     49,378        1.52     36,676        2.51

 

  

 

 

   

 

 

 

Total interest-earning assets

     788,608        3.76     776,163        4.07

 

  

 

 

   

 

 

 

Deposits:

          

NOW

     149,344        0.51     132,358        0.54

Savings and money market

     220,909        0.46     220,311        0.41

Time Deposits

     167,447        1.44     177,186        1.43

 

  

 

 

   

 

 

 

Total interest-bearing deposits

     537,700        0.78     529,855        0.78

Short-term borrowings

     1,361        0.50     1,974        0.49

 

  

 

 

   

 

 

 

Total interest-bearing liabilities

     539,061        0.78     531,829        0.78

 

  

 

 

   

 

 

 

Net interest income and margin (tax-equivalent)

   $ 6,332        3.23   $ 6,766        3.54

 

  

 

 

   

 

 

 

 

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Net Interest Income and Margin

Net interest income (tax-equivalent) was $6.3 million for the first quarter of 2020 compared to $6.8 million for the first quarter of 2019. This decrease was due to a decline in the Company’s net interest margin (tax-equivalent).

The tax-equivalent yield on total interest-earning assets decreased by 31 basis points to 3.76% in the first quarter of 2020 compared to the first quarter of 2019. The decline in our earning asset yields was primarily driven by loan payoffs and decreases in market interest rates.

The cost of total interest-bearing liabilities was 0.78% for the first quarter of 2020 and 2019.

The Company continues to deploy various asset liability management strategies to manage its risk to interest rate fluctuations. The Company’s net interest margin could continue to experience pressure due to reduced earning asset yields and increased competition for quality loan opportunities. Management anticipates the Company’s net interest income and margin will likely continue to decrease in 2020 compared to 2019 as the Company’s ability to lower its deposit costs will likely continue to lag the current decrease in earning asset yields.

Provision for Loan Losses

The provision for loan losses represents a charge to earnings necessary to provide an allowance for loan losses that management believes, based on its processes and estimates, should be adequate to provide for the probable losses on outstanding loans. The provision for loan losses was $0.4 million for the first quarter of 2020, compared to no provision for loan losses for the first quarter of 2019. The increase in the provision for loan losses was related to changes in economic conditions driven by the impact of COVID-19 and resulting higher unemployment in our primary market area. The provision for loan losses is based upon various factors, including the absolute level of loans, loan growth, the credit quality, and the amount of net charge-offs or recoveries.

Based upon its assessment of the loan portfolio, management adjusts the allowance for loan losses to an amount it believes should be appropriate to adequately cover its estimate of probable losses in the loan portfolio. The Company’s allowance for loan losses as a percentage of total loans was 1.10% at March 31, 2020, compared to 0.95% at December 31, 2019. While the policies and procedures used to estimate the allowance for loan losses, as well as the resulting provision for loan losses charged to operations, are considered adequate by management and are reviewed from time to time by our regulators, they are based on estimates and judgments and are therefore approximate and imprecise. Factors beyond our control (such as conditions in the local and national economy, local real estate markets, or industries) may have a material adverse effect on our asset quality and the adequacy of our allowance for loan losses resulting in significant increases in the provision for loan losses.

Noninterest Income

 

     Quarter ended March 31,  
(Dollars in thousands)    2020      2019  

 

 

Service charges on deposit accounts

   $ 172      $ 184    

Mortgage lending income

     230        189    

Bank-owned life insurance

     398        110    

Securities gains, net

     6        5    

Other

     429        672    

 

 

Total noninterest income

   $         1,235      $         1,160    

 

 

The Company’s income from mortgage lending was primarily attributable to the (1) origination and sale of new mortgage loans and (2) servicing of mortgage loans. Origination income, net, is comprised of gains or losses from the sale of the mortgage loans originated, origination fees, underwriting fees, and other fees associated with the origination of loans, which are netted against the commission expense associated with these originations. The Company’s normal practice is to originate mortgage loans for sale in the secondary market and to either sell or retain the associated MSRs when the loan is sold.

MSRs are recognized based on the fair value of the servicing right on the date the corresponding mortgage loan is sold. Subsequent to the date of transfer, the Company has elected to measure its MSRs under the amortization method. Servicing fee income is reported net of any related amortization expense.

 

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MSRs are also evaluated for impairment on a quarterly basis. Impairment is determined by grouping MSRs by common predominant characteristics, such as interest rate and loan type. If the aggregate carrying amount of a particular group of MSRs exceeds the group’s aggregate fair value, a valuation allowance for that group is established. The valuation allowance is adjusted as the fair value changes. An increase in mortgage interest rates typically results in an increase in the fair value of the MSRs while a decrease in mortgage interest rates typically results in a decrease in the fair value of MSRs.

The following table presents a breakdown of the Company’s mortgage lending income.

 

     Quarter ended March 31,  
(Dollars in thousands)    2020      2019  

 

 

Origination income, net

   $ 163      $ 86    

Servicing fees, net

     67        103    

 

 

Total mortgage lending income

   $ 230      $ 189    

 

 

The increase in mortgage lending income was primarily due to an increase in the level of refinance activity. The Company’s income from mortgage lending typically fluctuates as mortgage interest rates change and is primarily attributable to the origination and sale of new mortgage loans.

Income from bank-owned life insurance increased primarily due to $0.3 million in non-taxable death benefits received in the first quarter of 2020. The assets that support these policies are administered by the life insurance carriers and the income we receive (i.e. increases or decreases in the cash surrender value of the policies) on these policies is dependent upon the returns the insurance carriers are able to earn on the underlying investments that support these policies. Earnings on these policies are generally not taxable.

The decrease in other noninterest income was primarily due to a $0.3 million pre-tax gain from an insurance recovery received in the first quarter of 2019.

Noninterest Expense

 

     Quarter ended March 31,  
(Dollars in thousands)    2020      2019  

 

 

Salaries and benefits

   $ 2,831      $ 2,938    

Net occupancy and equipment

     597        384    

Professional fees

     258        228    

Other

     1,170        1,061    

 

 

Total noninterest expense

   $ 4,856      $ 4,611    

 

 

The decrease in salaries and benefits expense was primarily due to lower incentive accruals.

The increase in net occupancy and equipment expense was primarily due to $0.2 million of various expenses related to the redevelopment of the Company’s headquarters in downtown Auburn. This amount includes revised depreciation estimates and other temporary relocation costs.

Income Tax Expense

Income tax expense was $0.4 million and $0.6 million for the first quarter of 2020 and 2019 reflecting an effective tax rate of 17.80% and 19.75%, respectively. This change was primarily due to a decrease in the level of earnings before taxes relative to tax-exempt sources of income. The Company’s effective income tax rate is principally impacted by tax-exempt earnings from the Company’s investments in municipal securities and bank-owned life insurance.

 

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BALANCE SHEET ANALYSIS

Securities

Securities available-for-sale were $280.4 million at March 31, 2020 compared to $235.9 million at December 31, 2019. This increase reflects an increase in the amortized cost basis of securities available-for-sale of $38.7 million, and an increase of $5.8 million in the fair value of securities available-for-sale. The increase in the amortized cost basis of securities available-for-sale was primarily attributable to management allocating more funding to the investment portfolio as the loan portfolio declined. The increase in the fair value of securities was primarily due to a decrease in long-term interest rates. The average annualized tax-equivalent yields earned on total securities were 2.63% in 2020 and 2.89% in 2019.

Loans

 

     2020     2019  
     First     Fourth     Third     Second     First  
(In thousands)    Quarter     Quarter     Quarter     Quarter     Quarter  

 

 

Commercial and industrial

   $ 56,447       56,782       52,288       54,307       50,898   

Construction and land development

     32,302       32,841       41,599       45,395       44,931   

Commercial real estate

     256,099       270,318       267,346       268,500       265,149   

Residential real estate

     91,010       92,575       95,215       99,292       103,631   

Consumer installment

     8,424       8,866       9,148       9,091       8,564   

 

 

Total loans

     444,282       461,382       465,596       476,585       473,173   

Less: unearned income

     (414     (481     (488     (524     (523)  

 

 

Loans, net of unearned income

   $ 443,868       460,901       465,108       476,061       472,650   

 

 

Total loans, net of unearned income, were $443.9 million at March 31, 2020, a decrease of $17.0 million, or 4%, from $460.9 million at December 31, 2019. The decrease was primarily due to pay-downs in commercial real estate loans of $14.2 million and residential real estate of $1.6 million. Four loan categories represented the majority of the loan portfolio at March 31, 2020: commercial real estate (58%), residential real estate (21%), construction and land development (7%) and commercial and industrial (13%). Approximately 19% of the Company’s commercial real estate loans were classified as owner-occupied at March 31, 2020.

Within the residential real estate portfolio segment, the Company had junior lien mortgages of approximately $11.2 million, or 2% of total loans, at March 31, 2020, compared to $10.8 million, or 3% of total loans, at December 31, 2019. For residential real estate mortgage loans with a consumer purpose, $0.3 million required interest-only payments at March 31, 2020, compared to $0.8 million at December 31, 2019. The Company’s residential real estate mortgage portfolio does not include any option ARM loans, subprime loans, or any material amount of other high-risk consumer mortgage products.

The average yield earned on loans and loans held for sale was 4.81% in the first quarter of 2020 and 4.86% in the first quarter of 2019.

The specific economic and credit risks associated with our loan portfolio include, but are not limited to, the effects of current economic conditions, including the COVID-19 pandemic’s effects, on our borrowers’ cash flows, real estate market sales volumes, valuations, availability and cost of financing properties, real estate industry concentrations, competitive pressures from a wide range of other lenders, deterioration in certain credits, interest rate fluctuations, reduced collateral values or non-existent collateral, title defects, inaccurate appraisals, financial deterioration of borrowers, fraud, and any violation of applicable laws and regulations.

The Company attempts to reduce these economic and credit risks through its loan-to-value guidelines for collateralized loans, investigating the creditworthiness of borrowers and monitoring borrowers’ financial position. Also, we have established and periodically review, lending policies and procedures. Banking regulations limit a bank’s credit exposure by prohibiting unsecured loan relationships that exceed 10% of its capital; or 20% of capital, if loans in excess of 10% of capital are fully secured. Under these regulations, we are prohibited from having secured loan relationships in excess of approximately $19.7 million. Furthermore, we have an internal limit for aggregate credit exposure (loans outstanding plus unfunded commitments) to a single borrower of $17.7 million. Our loan policy requires that the Loan Committee of the Board of Directors approve any loan relationships that exceed this internal limit. At March 31, 2020, the Bank had no relationships exceeding these limits.

 

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We periodically analyze our commercial loan portfolio to determine if a concentration of credit risk exists in any one or more industries. We use classification systems broadly accepted by the financial services industry in order to categorize our commercial borrowers. Loan concentrations to borrowers in the following classes exceeded 25% of the Bank’s total risk-based capital at March 31, 2020 (and related balances at December 31, 2019).

 

     March 31,      December 31,  
(In thousands)    2020      2019  

 

 

Lessors of 1 to 4 family residential properties

   $     45,462      $     43,652    

Hotel/motel

     43,249        43,719    

Shopping centers

     34,037        30,407    

Multi-family residential properties

     33,190        44,839    

Office buildings

     25,552        29,548    

 

 

Supplemental COVID-19 Industry Exposure

We have identified certain commercial sectors with enhanced risk resulting from the impact of COVID-19. See table below for a summary of loans outstanding for these sectors at March 31, 2020.

 

     Portfolio Segment                
(In thousands)    Commercial and
industrial
     Construction
and land
development
     Commercial
real estate
     Total      % of Total
Loans
 

 

 

March 31, 2020:

              

Hotel/motel

   $ 755        7,293        43,249      $ 51,297        12

Shopping centers

     25        —          34,037        34,062        8  

Retail, excluding shopping centers

     435        826        18,413        19,674        4  

Restaurants

     566        —          14,089        14,655        3  

 

 

Total

   $     1,781        8,119        109,788      $     119,688        27

 

 

In light of recent disruptions in economic conditions caused by the coronavirus disease, the financial regulators have issued statements encouraging banks to work constructively, in accordance with safe and sound banking practices, with borrowers affected by the virus in our community. Upon demonstrating the need for payment relief, the bank will work with qualified borrowers to determine the most appropriate deferral option. For residential mortgage and consumer loans the borrower may elect to defer payments for up to three months. Interest continues to accrue and the amount due at maturity increases. Commercial real estate, commercial, and small business borrowers may elect to defer payments for up to three months or pay scheduled interest payments for a six-month period. The bank recognizes that a combination of the payment relief options may be prudent dependent on a borrower’s business type. Through April 30, 2020 we have granted loan payment deferrals or payments of interest only on loans totaling $43.3 million, or 10% of total loans. Based on current requests, we expect the number of modifications or deferrals to continue to increase in the second quarter of 2020. The table below provides information concerning the composition of these COVID-19 modifications through April 30, 2020.

COVID-19 Modifications through April 30, 2020

 

(In thousands)    Balance      % of Portfolio
Modified
 

 

 

Commercial and industrial

   $ 939        2

Construction and land development

     58        —    

Commercial real estate

         37,639        15  

Residential real estate

     4,557        5  

Consumer installment

     118        1  

 

 

Total

   $ 43,311        10

 

 

Section 4013 of the CARES Act provides that a qualified loan modification is exempt by law from classification as a Troubled Debt Restructuring pursuant to U.S. Generally Accepted Accounting Principles (GAAP). In addition, the Interagency Statement on COVID-19 Loan Modifications provides more limited circumstances in which a loan modification is not subject to classification as a Troubled Debt Restructuring.

 

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Allowance for Loan Losses

The Company maintains the allowance for loan losses at a level that management believes appropriate to adequately cover the Company’s estimate of probable losses inherent in the loan portfolio. The allowance for loan losses was $4.9 million at March 31, 2020 compared to $4.4 million at December 31, 2019, which management believed to be adequate at each of the respective dates. The judgments and estimates associated with the determination of the allowance for loan losses are described under “Critical Accounting Policies.”

A summary of the changes in the allowance for loan losses and certain asset quality ratios for the first quarter of 2020 and the previous four quarters is presented below.

 

     2020     2019  
     First     Fourth     Third     Second     First  
(Dollars in thousands)        Quarter             Quarter             Quarter             Quarter             Quarter      

 

 

Balance at beginning of period

   $ 4,386       4,807       4,851       4,808       4,790    

Charge-offs:

          

Commercial and industrial

     —         (236     (128     —         —      

Residential real estate

     —         (5     (1     —         —      

Consumer installment

     (5     (20     (2     (1     (15)   

 

 

Total charge-offs

     (5     (261     (131     (1     (15)   

Recoveries

     86       90       87       44       33    

 

 

Net recoveries (charge-offs)

     81       (171     (44     43       18    

Provision for loan losses

     400       (250     —         —         —      

 

 

Ending balance

   $     4,867       4,386       4,807       4,851       4,808    

 

 

as a % of loans

     1.10     0.95       1.03       1.02       1.02    

as a % of nonperforming loans

     4,196     2,345       2,763       3,703       2,845    

Net (recoveries) charge-offs as % of average loans (a)

     (0.07 )%      0.15       0.04       (0.04     (0.02)   

 

 

(a) Net (recoveries) charge-offs are annualized.

As described under “Critical Accounting Policies,” management assesses the adequacy of the allowance prior to the end of each calendar quarter. The level of the allowance is based upon management’s evaluation of the loan portfolios, past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan loss rates, and other pertinent factors. This evaluation is inherently subjective as it requires various material estimates and judgments, including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. The ratio of our allowance for loan losses to total loans outstanding was 1.10% at March 31, 2020, compared to 0.95% at December 31, 2019. In the future, the allowance to total loans outstanding ratio will increase or decrease to the extent the factors that influence our quarterly allowance assessment, including COVID-19 effects, in their entirety either improve or weaken. In addition, our regulators, as an integral part of their examination process, will periodically review the Company’s allowance for loan losses, and may require the Company to make additional provisions to the allowance for loan losses based on their judgment about information available to them at the time of their examinations.

Our allowance for loan losses is expected to increase as the cumulative effects of the COVID0-19 pandemic affect our customers for a longer period and are more fully realized as a result.

 

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Nonperforming Assets

The Company had $0.2 million in nonperforming assets at March 31, 2020 and December 31, 2019, respectively.

The table below provides information concerning total nonperforming assets and certain asset quality ratios for the first quarter of 2020 and the previous four quarters.

 

     2020     2019  
     First     Fourth      Third      Second      First  
(Dollars in thousands)        Quarter             Quarter              Quarter              Quarter              Quarter      

 

 

Nonperforming assets:

             

Nonaccrual loans

   $ 116       187        174        131        169    

Other real estate owned

     99       —          —          303        172    

 

 

Total nonperforming assets

   $         215       187        174        434        341    

 

 

as a % of loans and other real estate owned

     0.05     0.04        0.04        0.09        0.07    

as a % of total assets

     0.03     0.02        0.02        0.05        0.04    

Nonperforming loans as a % of total loans

     0.03     0.04        0.04        0.03        0.04    

 

 

The table below provides information concerning the composition of nonaccrual loans for the first quarter of 2020 and the previous four quarters.

 

     2020      2019  
     First      Fourth      Third      Second      First  
(In thousands)        Quarter              Quarter              Quarter              Quarter              Quarter      

 

 

Nonaccrual loans:

              

Residential real estate

     112        187        174        131        169    

Consumer installment

     4        —          —          —          —      

 

 

Total nonaccrual loans

   $         116        187        174        131        169    

 

 

The Company discontinues the accrual of interest income when (1) there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected or (2) the principal or interest is 90 days or more past due, unless the loan is both well-secured and in the process of collection. At March 31, 2020, the Company had $0.1 million in loans on nonaccrual status compared to $0.2 million at December 31, 2019.

At March 31, 2020 and December 31, 2019, respectively, there were no loans 90 days or more past due and still accruing.

The table below provides information concerning the composition of OREO for the first quarter of 2020 and the previous four quarters.

 

     2020      2019  
     First      Fourth      Third      Second      First  
(In thousands)        Quarter              Quarter              Quarter              Quarter              Quarter      

 

 

Other real estate owned:

              

Residential

   $ 99        —          —          303        172    

 

 

Total other real estate owned

   $         99        —          —          303        172    

 

 

Potential Problem Loans

Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of a borrower has caused management to have serious doubts about the borrower’s ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by the Federal Reserve, the Company’s primary regulator, for loans classified as substandard, excluding nonaccrual loans. Potential problem loans, which are not included in nonperforming assets, amounted to $4.3 million, or 1.0% of total loans at March 31, 2020, and $4.4 million, or 0.9% of total loans at December 31, 2019.

 

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The table below provides information concerning the composition of potential problem loans for the first quarter of 2020 and the previous four quarters.

 

     2020      2019  
     First      Fourth      Third      Second      First  
(In thousands)        Quarter              Quarter              Quarter              Quarter              Quarter      

 

 

Potential problem loans:

              

Commercial and industrial

   $ 246        266        500        590        570    

Construction and land development

     910        1,043        660        681        719    

Commercial real estate

     170        99        102        105        338    

Residential real estate

     2,913        2,899        3,460        3,621        3,724    

Consumer installment

     63        64        45        51        130    

 

 

Total potential problem loans

   $         4,302        4,371        4,767        5,048        5,481    

 

 

At March 31, 2020, approximately $0.4 million, or 8% of total potential problem loans were past due at least 30 days, but less than 90 days.

The following table is a summary of the Company’s performing loans that were past due at least 30 days, but less than 90 days, for the first quarter of 2020 and the previous four quarters.

 

     2020      2019  
     First      Fourth      Third      Second      First  
(In thousands)        Quarter              Quarter              Quarter              Quarter              Quarter      

 

 

Performing loans past due 30 to 89 days:

              

Commercial and industrial

   $ 4        24        53        109        428  

Construction and land development

     8        456        449        351        152  

Residential real estate

     922        1,608        94        214        339  

Consumer installment

     19        64        21        8        8  

 

 

Total

   $         953        2,152        617        682        927  

 

 

Deposits

Total deposits were $746.8 million at March 31, 2020, compared to $724.2 million at December 31, 2019. Noninterest-bearing deposits were $205.8 million, or 27.6% of total deposits, at March 31, 2020, compared to $196.2 million, or 27.1% of total deposits at December 31, 2019.

The average rate paid on total interest-bearing deposits was 0.78% in the first quarter of 2020 and 2019, respectively.

Other Borrowings

Other borrowings consist of short-term borrowings and long-term debt. Short-term borrowings generally consist of federal funds purchased and securities sold under agreements to repurchase with an original maturity less than one year. The Bank had available federal funds lines totaling $41.0 million with none outstanding at March 31, 2020, and at December 31, 2019, respectively. Securities sold under agreements to repurchase totaled $1.4 million at March 31, 2020, compared to $1.1 million at December 31, 2019.

The average rate paid on short-term borrowings was 0.50% in the first quarter of 2020 compared to 0.49% in the first quarter of 2019.

The Company had no long-term debt at March 31, 2020 and December 31, 2019.

CAPITAL ADEQUACY

The Company’s consolidated stockholders’ equity was $103.6 million and $98.3 million as of March 31, 2020 and December 31, 2019, respectively. The increase from December 31, 2019 was primarily driven by net earnings of $1.8 million and other comprehensive income due to the change in unrealized gains on securities available-for-sale, net of tax of $4.3 million, partially offset by cash dividends paid of $0.9 million.

 

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On January 1, 2015, the Company and Bank became subject to the rules of the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes. The new rules included the implementation of a new capital conservation buffer that is added to the minimum requirements for capital adequacy purposes. The capital conservation buffer was subject to a three year phase-in period that began on January 1, 2016 and was fully phased-in on January 1, 2019 at 2.5%. A banking organization with a conservation buffer of less than the required amount will be subject to limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. At March 31, 2020, the Bank’s ratio was sufficient to meet the fully phased-in conservation buffer.

Effective March 20, 2020, the Federal Reserve and the other federal banking regulators adopted an interim final rule that amended the capital conservation buffer. The new rule revises the definition of “eligible retained income” for purposes of the maximum payout ratio to allow banking organizations to more freely use their capital buffers to promote lending and other financial intermediation activities, by making the limitations on capital distributions more gradual. The eligible retained income is now the greater of (i) net income for the four preceding quarters, net of distributions and associated tax effects not reflected in net income; and (ii) the average of all net income over the preceding four quarters. The interim final rule only affects the capital buffers, and banking organizations were encouraged to make prudent capital distribution decisions.

The Federal Reserve has treated us as a “small bank holding company’ under the Federal Reserve’s policy. Accordingly, our capital adequacy is evaluated at the Bank level, and not for the Company and its consolidated subsidiaries. The Bank’s tier 1 leverage ratio was 11.17%, CET1 risk-based capital ratio was 17.77%, tier 1 risk-based capital ratio was 17.77%, and total risk-based capital ratio was 18.72% at March 31, 2020. These ratios exceed the minimum regulatory capital percentages of 5.0% for tier 1 leverage ratio, 6.5% for CET1 risk-based capital ratio, 8.0% for tier 1 risk-based capital ratio, and 10.0% for total risk-based capital ratio to be considered “well capitalized.” The Bank’s capital conservation buffer was 10.72% at March 31, 2020.

MARKET AND LIQUIDITY RISK MANAGEMENT

Management’s objective is to manage assets and liabilities to provide a satisfactory, consistent level of profitability within the framework of established liquidity, loan, investment, borrowing, and capital policies. The Bank’s Asset Liability Management Committee (“ALCO”) is charged with the responsibility of monitoring these policies, which are designed to ensure an acceptable asset/liability composition. Two critical areas of focus for ALCO are interest rate risk and liquidity risk management.

Interest Rate Risk Management

In the normal course of business, the Company is exposed to market risk arising from fluctuations in interest rates. ALCO measures and evaluates interest rate risk so that the Bank can meet customer demands for various types of loans and deposits. Measurements used to help manage interest rate sensitivity include an earnings simulation model and an economic value of equity (“EVE”) model.

Earnings simulation. Management believes that interest rate risk is best estimated by our earnings simulation modeling. Forecasted levels of earning assets, interest-bearing liabilities, and off-balance sheet financial instruments are combined with ALCO forecasts of market interest rates for the next 12 months and other factors in order to produce various earnings simulations and estimates. To help limit interest rate risk, we have guidelines for earnings at risk which seek to limit the variance of net interest income from gradual changes in interest rates. For changes up or down in rates from management’s flat interest rate forecast over the next 12 months, policy limits for net interest income variances are as follows:

 

   

+/- 20% for a gradual change of 400 basis points

   

+/- 15% for a gradual change of 300 basis points

   

+/- 10% for a gradual change of 200 basis points

   

+/- 5% for a gradual change of 100 basis points

At March 31, 2020, our earnings simulation model indicated that we were in compliance with the policy guidelines noted above.

 

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Economic Value of Equity. EVE measures the extent that the estimated economic values of our assets, liabilities, and off-balance sheet items will change as a result of interest rate changes. Economic values are estimated by discounting expected cash flows from assets, liabilities, and off-balance sheet items, which establishes a base case EVE. In contrast with our earnings simulation model, which evaluates interest rate risk over a 12 month timeframe, EVE uses a terminal horizon which allows for the re-pricing of all assets, liabilities, and off-balance sheet items. Further, EVE is measured using values as of a point in time and does not reflect any actions that ALCO might take in responding to or anticipating changes in interest rates, or market and competitive conditions. To help limit interest rate risk, we have stated policy guidelines for an instantaneous basis point change in interest rates, such that our EVE should not decrease from our base case by more than the following:

 

   

45% for an instantaneous change of +/- 400 basis points

   

35% for an instantaneous change of +/- 300 basis points

   

25% for an instantaneous change of +/- 200 basis points

   

15% for an instantaneous change of +/- 100 basis points

At March 31, 2020, our EVE model indicated that we were in compliance with the policy guidelines noted above.

Each of the above analyses may not, on its own, be an accurate indicator of how our net interest income will be affected by changes in interest rates. Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates, and other economic and market factors, including market perceptions. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types of assets and liabilities may lag behind changes in general market rates. In addition, certain assets, such as adjustable rate mortgage loans, have features (generally referred to as “interest rate caps and floors”) which limit changes in interest rates. Prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the maturity of certain instruments. The ability of many borrowers to service their debts also may decrease during periods of rising interest rates or economic stress, which may differ across industries and economic sectors. ALCO reviews each of the above interest rate sensitivity analyses along with several different interest rate scenarios in seeking satisfactory, consistent levels of profitability within the framework of the Company’s established liquidity, loan, investment, borrowing, and capital policies.

The Company may also use derivative financial instruments to improve the balance between interest-sensitive assets and interest-sensitive liabilities, and as a tool to manage interest rate sensitivity while continuing to meet the credit and deposit needs of our customers. From time to time, the Company may enter into interest rate swaps to facilitate customer transactions and meet their financing needs. These interest rate swaps qualify as derivatives, but are not designated as hedging instruments. At March 31, 2020 and December 31, 2019, the Company had no derivative contracts designated as part of a hedging relationship to assist in managing its interest rate sensitivity.

Liquidity Risk Management

Liquidity is the Company’s ability to convert assets into cash equivalents in order to meet daily cash flow requirements, primarily for deposit withdrawals, loan demand and maturing obligations. Without proper management of its liquidity, the Company could experience higher costs of obtaining funds due to insufficient liquidity, while excessive liquidity can lead to a decline in earnings due to the cost of foregoing alternative higher-yielding investment opportunities.

Liquidity is managed at two levels. The first is the liquidity of the Company. The second is the liquidity of the Bank. The management of liquidity at both levels is essential, because the Company and the Bank are separate and distinct legal entities with different funding needs and sources, and each are subject to regulatory guidelines and requirements. The Company depends upon dividends from the Bank for liquidity to pay its operating expenses, debt obligations and dividends. The Bank’s payment of dividends depends on its earnings, liquidity, capital and the absence of any regulatory restrictions.

The primary source of funding and liquidity for the Company has been dividends received from the Bank. If needed, the Company could also issue common stock or other securities. Primary uses of funds by the Company include dividends paid to stockholders and stock repurchases.

 

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Primary sources of funding for the Bank include customer deposits, other borrowings, repayment and maturity of securities, sales of securities, and the sale and repayment of loans. The Bank has access to federal funds lines from various banks and borrowings from the Federal Reserve discount window. In addition to these sources, the Bank may participate in the FHLB’s advance program to obtain funding for its growth. Advances include both fixed and variable terms and may be taken out with varying maturities. At March 31, 2020, the Bank had a remaining available line of credit with the FHLB of $248.0 million. At March 31, 2020, the Bank also had $41.0 million of available federal funds lines with none outstanding. Primary uses of funds include repayment of maturing obligations and growing the loan portfolio.

Management believes that the Company and the Bank have adequate sources of liquidity to meet all their respective known contractual obligations and unfunded commitments, including loan commitments and reasonable borrower, depositor, and creditor requirements over the next twelve months.

Off-Balance Sheet Arrangements, Commitments, Contingencies and Contractual Obligations

At March 31, 2020, the Bank had outstanding standby letters of credit of $1.5 million and unfunded loan commitments outstanding of $55.7 million. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements. If needed to fund these outstanding commitments, the Bank could liquidate federal funds sold or a portion of securities available-for-sale, or draw on its available credit facilities.

Mortgage lending activities

Since 2009, we have primarily sold residential mortgage loans in the secondary market to Fannie Mae while retaining the servicing of these loans. The sale agreements for these residential mortgage loans with Fannie Mae and other investors include various representations and warranties regarding the origination and characteristics of the residential mortgage loans. Although the representations and warranties vary among investors, they typically cover ownership of the loan, validity of the lien securing the loan, the absence of delinquent taxes or liens against the property securing the loan, compliance with loan criteria set forth in the applicable agreement, compliance with applicable federal, state, and local laws, among other matters.

As of March 31, 2020, the unpaid principal balance of residential mortgage loans, which we have originated and sold, but retained the servicing rights was $269.0 million. Although these loans are generally sold on a non-recourse basis, we may be obligated to repurchase residential mortgage loans or reimburse investors for losses incurred (make whole requests) if a loan review reveals a potential breach of seller representations and warranties. Upon receipt of a repurchase or make whole request, we work with investors to arrive at a mutually agreeable resolution. Repurchase and make whole requests are typically reviewed on an individual loan by loan basis to validate the claims made by the investor and to determine if a contractually required repurchase or make whole event has occurred. We seek to reduce and manage the risks of potential repurchases, make whole requests, or other claims by mortgage loan investors through our underwriting and quality assurance practices and by servicing mortgage loans to meet investor and secondary market standards.

The Company was not required to repurchase any loans during the first quarter of 2020 as a result of representation and warranty provisions contained in the Company’s sale agreements with Fannie Mae, and had no pending repurchase or make-whole requests at March 31, 2020.

We service all residential mortgage loans originated and sold by us to Fannie Mae. As servicer, our primary duties are to: (1) collect payments due from borrowers; (2) advance certain delinquent payments of principal and interest; (3) maintain and administer any hazard, title, or primary mortgage insurance policies relating to the mortgage loans; (4) maintain any required escrow accounts for payment of taxes and insurance and administer escrow payments; and (5) foreclose on defaulted mortgage loans or take other actions to mitigate the potential losses to investors consistent with the agreements governing our rights and duties as servicer.

The agreement under which we act as servicer generally specifies a standard of responsibility for actions taken by us in such capacity and provides protection against expenses and liabilities incurred by us when acting in compliance with the respective servicing agreements. However, if we commit a material breach of our obligations as servicer, we may be subject to termination if the breach is not cured within a specified period following notice. The standards governing servicing and the possible remedies for violations of such standards are determined by servicing guides issued by Fannie Mae as well as the contract provisions established between Fannie Mae and the Bank. Remedies could include repurchase of an affected loan.

 

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Although repurchase and make whole requests related to representation and warranty provisions and servicing activities have been limited to date, it is possible that requests to repurchase mortgage loans or reimburse investors for losses incurred (make whole requests) may increase in frequency if investors more aggressively pursue all means of recovering losses on their purchased loans. As of March 31, 2020, we do not believe that this exposure is material due to the historical level of repurchase requests and loss trends, in addition to the fact that 99% of our residential mortgage loans serviced for Fannie Mae were current as of such date. We maintain ongoing communications with our investors and will continue to evaluate this exposure by monitoring the level and number of repurchase requests as well as the delinquency rates in our investor portfolios.

Section 4021 of the CARES Act allows borrowers under 1-to-4 family residential mortgage loans sold to Fannie Mae to request forbearance to the servicer after affirming that such borrower is experiencing financial hardships during the COVID-19 emergency. Such forbearance will be up to 180 days, subject to up to a 180 day extension. During forbearance, no fees, penalties or interest shall be charged beyond those applicable if all contractual payments were fully and timely paid. Except for vacant or abandoned properties, Fannie Mae servicers may not initiate foreclosures on similar procedures or related evictions or sales until May 17, 2020. The Bank sells mortgage loans to Fannie Mae and services these on an actual/actual basis. As a result, the Bank is not obligated to make any advances to Fannie Mae on principal and interest on such mortgage loans where the borrower is entitled to forbearance.

Effects of Inflation and Changing Prices

The consolidated financial statements and related consolidated financial data presented herein have been prepared in accordance with U.S. GAAP and practices within the banking industry which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.

CURRENT ACCOUNTING DEVELOPMENTS

The following ASUs have been issued by the FASB but are not yet effective.

 

   

ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments;

Information about these pronouncements is described in more detail below.

ASU 2016-13, Financial Instruments—Credit Losses (Topic 326):—Measurement of Credit Losses on Financial Instruments, amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, the new standard eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses using a broader range of information regarding past events, current conditions and forecasts assessing the collectability of cash flows. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however the new standard will require that credit losses be presented as an allowance rather than as a write-down. The new guidance affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash.For public business entities, the new guidance was originally effective for annual and interim periods in fiscal years beginning after December 15, 2019. The Company has developed an implementation team that is following a general timeline. The team has been working with an advisory consultant, with whom a third-party software license has been purchased. The Company’s preliminary evaluation indicates the provisions of ASU No. 2016-13 are expected to impact the Company’s consolidated financial statements, in particular the level of the reserve for credit losses. The Company is continuing to evaluate the extent of the potential impact and expects that portfolio composition and economic conditions at the time of adoption will be a factor. On October 16, 2019, the FASB approved a previously issued proposal granting smaller reporting companies a postponement of the required implementation date for ASU 2016-13. The Company will now be required to implement the new standard in January 2023, with early adoption permitted in any period prior to that date.

 

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Table 1 – Explanation of Non-GAAP Financial Measures

In addition to results presented in accordance with U.S. generally accepted accounting principles (GAAP), this quarterly report on Form 10-Q includes certain designated net interest income amounts presented on a tax-equivalent basis, a non-GAAP financial measure, including the presentation and calculation of the efficiency ratio.

The Company believes the presentation of net interest income on a tax-equivalent basis provides comparability of net interest income from both taxable and tax-exempt sources and facilitates comparability within the industry. Although the Company believes these non-GAAP financial measures enhance investors’ understanding of its business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented below.

 

     2020      2019  
     First      Fourth      Third      Second      First  
(in thousands)        Quarter              Quarter              Quarter              Quarter              Quarter      

 

 

Net interest income (GAAP)

   $ 6,212        6,280        6,567        6,597        6,620  

Tax-equivalent adjustment

     120        126        140        145        146  

 

 

Net interest income (Tax-equivalent)

   $ 6,332        6,406        6,707        6,742        6,766  

 

 

 

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Table 2 - Selected Quarterly Financial Data

 

     2020     2019  
(Dollars in thousands, except per share amounts)   

First

Quarter

    Fourth
Quarter
    Third
Quarter
     Second
Quarter
    First
Quarter
 

 

 

Results of Operations

           

Net interest income (a)

   $ 6,332       6,406       6,707        6,742       6,766  

Less: tax-equivalent adjustment

     120       126       140        145       146  

 

 

Net interest income (GAAP)

     6,212       6,280       6,567        6,597       6,620  

Noninterest income

     1,235       2,458       991        885       1,160  

 

 

Total revenue

     7,447       8,738       7,558        7,482       7,780  

Provision for loan losses

     400       (250     —          —         —    

Noninterest expense

     4,856       5,633       4,824        4,629       4,611  

Income tax expense

     390       671       527        546       626  

 

 

Net earnings

   $ 1,801       2,684       2,207        2,307       2,543  

 

 

Per share data:

           

Basic and diluted net earnings

   $ 0.50       0.76       0.62        0.64       0.70  

Cash dividends declared

     0.26       0.25       0.25        0.25       0.25  

Weighted average shares outstanding:

           

Basic and diluted

     3,566,146       3,566,146       3,568,287        3,577,409       3,614,741  

Shares outstanding, at period end

           3,566,146       3,566,146       3,566,146        3,571,828       3,581,485  

Book value

   $ 29.04       27.57       27.12        26.34       25.39  

Common stock price

           

High

   $ 59.99       53.90       47.38        39.55       39.43  

Low

     24.11       40.00       32.33        31.06       30.61  

Period end:

     41.98       53.00       47.38        33.50       39.43  

To earnings ratio

     16.66       19.49       18.08        13.19       15.71  

To book value

     145     192       175        127       155  

Performance ratios:

           

Return on average equity

     7.24     10.86       9.25        10.00       11.31  

Return on average assets

     0.86     1.30       1.06        1.12       1.23  

Dividend payout ratio

     51.00     32.89       40.32        39.06       35.71  

Asset Quality:

           

Allowance for loan losses as a % of:

           

Loans

     1.10     0.95       1.03        1.02       1.02  

Nonperforming loans

     4,196     2,345       2,763        3,703       2,845  

Nonperforming assets as a % of:

           

Loans and other real estate owned

     0.05     0.04       0.04        0.09       0.07  

Total assets

     0.03     0.02       0.02        0.05       0.04  

Nonperforming loans as a % of total loans

     0.03     0.04       0.04        0.03       0.04  

Annualized net (recoveries) charge-offs as % of average loans

     (0.07 )%      0.15       0.04        (0.04     (0.02

Capital Adequacy: (c)

           

CET 1 risk-based capital ratio

     17.77     17.28       17.06        16.26       16.17  

Tier 1 risk-based capital ratio

     17.77     17.28       17.06        16.26       16.17  

Total risk-based capital ratio

     18.72     18.12       17.96        17.14       17.06  

Tier 1 leverage ratio

     11.17     11.23       11.22        11.14       10.87  

Other financial data:

           

Net interest margin (a)

     3.23     3.27       3.41        3.50       3.54  

Effective income tax rate

     17.80     20.00       19.28        19.14       19.75  

Efficiency ratio (b)

     64.17     63.55       62.67        60.69       58.18  

Selected average balances:

           

Securities

   $ 257,317       249,106       247,114        243,784       240,024  

Loans, net of unearned income

     451,210       469,579       472,747        473,281       477,335  

Total assets

     838,725       827,684       829,761        821,706       827,143  

Total deposits

     734,047       723,557       729,608        725,263       732,539  

Total stockholders’ equity

     99,560       98,887       95,400        92,272       89,934  

Selected period end balances:

           

Securities

   $ 280,435       235,902       251,152        248,813       241,287  

Loans, net of unearned income

     443,868       460,901       465,108        476,061       472,650  

Allowance for loan losses

     4,867       4,386       4,807        4,851       4,808  

Total assets

     856,475       828,570       824,963        839,178       835,014  

Total deposits

     746,785       724,152       723,071        740,501       739,631  

Total stockholders’ equity

     103,563       98,328       96,720        94,065       90,949  

 

 

(a) Tax-equivalent. See “Table 1 - Explanation of Non-GAAP Financial Measures.”

(b) Efficiency ratio is the result of noninterest expense divided by the sum of noninterest income and tax-equivalent net interest income.

(c) Regulatory capital ratios presented are for the Company’s wholly-owned subsidiary, AuburnBank.

 

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Table 3 - Average Balances and Net Interest Income Analysis

 

         Quarter ended March 31,  
        

 

2020

         2019  
(Dollars in thousands)       

Average

 

Balance

    

Interest

 

Income/

 

Expense

    

Yield/

 

Rate

        

Average

 

Balance

    

Interest

 

Income/

 

Expense

    

Yield/

 

Rate

 

 

    

 

 

      

 

 

 

Interest-earning assets:

                     

Loans and loans held for sale (1)

  $      452,155       $ 5,412        4.81   $      478,059       $ 5,727        4.86

Securities - taxable

       196,422         1,111        2.27        171,543         1,015        2.40

Securities -tax-exempt (2)

       60,895         573        3.78        68,481         695        4.12

 

    

 

 

      

 

 

 

Total securities

       257,317         1,684        2.63        240,024         1,710        2.89

Federal funds sold

       29,758         93        1.26        21,404         125        2.37

Interest bearing bank deposits

       49,378         186        1.52        36,676         227        2.51

 

    

 

 

      

 

 

 

Total interest-earning assets

       788,608       $ 7,375        3.76        776,163       $ 7,789        4.07

Cash and due from banks

       14,184                 14,622         

Other assets

       35,933                 36,358         

 

    

 

 

            

 

 

       

Total assets

  $      838,725            $      827,143         

 

    

 

 

            

 

 

       

Interest-bearing liabilities:

                     

Deposits:

                     

NOW

  $      149,344       $ 188        0.51   $      132,358       $ 175        0.54

Savings and money market

       220,909         253        0.46        220,311         222        0.41

Time deposits

       167,447         600        1.44        177,186         624        1.43

 

      

 

 

 

Total interest-bearing deposits

       537,700         1,041        0.78        529,855         1,021        0.78

Short-term borrowings

       1,361         2        0.50        1,974         2        0.49

 

    

 

 

      

 

 

 

Total interest-bearing liabilities

       539,061       $ 1,043        0.78        531,829       $ 1,023        0.78

Noninterest-bearing deposits

       196,347                 202,684         

Other liabilities

       3,757                 2,696         

Stockholders’ equity

       99,560                 89,934         

 

    

 

 

            

 

 

       

Total liabilities and stockholders’ equity

  $      838,725            $      827,143         

 

    

 

 

            

 

 

       

Net interest income and margin (tax-equivalent)

        $     6,332            3.23         $     6,766            3.54

 

       

 

 

         

 

 

 

(1) Average loan balances are shown net of unearned income and loans on nonaccrual status have been included in the computation of average balances.

(2) Yields on tax-exempt securities have been computed on a tax-equivalent basis using a federal income tax rate of 21%.

 

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Table 4 - Loan Portfolio Composition

 

            2020     2019  
            First     Fourth     Third     Second     First  
(In thousands)           Quarter     Quarter     Quarter     Quarter     Quarter  

 

 

Commercial and industrial

   $          56,447       56,782       52,288       54,307       50,898   

Construction and land development

        32,302       32,841       41,599       45,395       44,931   

Commercial real estate

        256,099       270,318       267,346       268,500       265,149   

Residential real estate

        91,010       92,575       95,215       99,292       103,631   

Consumer installment

        8,424       8,866       9,148       9,091       8,564   

 

 

Total loans

        444,282       461,382       465,596       476,585       473,173   

Less: unearned income

        (414     (481     (488     (524     (523

 

 

Loans, net of unearned income

        443,868           460,901           465,108               476,061               472,650   

Less: allowance for loan losses

        (4,867     (4,386     (4,807     (4,851     (4,808

 

 

Loans, net

   $              439,001       456,515       460,301       471,210       467,842   

 

 

 

 

 

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Table 5 - Allowance for Loan Losses and Nonperforming Assets

 

            2020     2019  
(Dollars in thousands)           First
Quarter
    Fourth
Quarter
    Third
Quarter
    Second
Quarter
    First
Quarter
 

 

 

Allowance for loan losses:

             

Balance at beginning of period

     $        4,386       4,807       4,851       4,808       4,790  

Charge-offs:

             

Commercial and industrial

        —         (236     (128     —         —    

Residential real estate

        —         (5     (1     —         —    

Consumer installment

        (5     (20     (2     (1     (15)  

 

 

Total charge-offs

        (5     (261     (131     (1     (15)  

Recoveries

        86       90       87       44       33  

 

 

Net recoveries (charge-offs)

        81       (171     (44     43       18  

Provision for loan losses

        400       (250     —         —         —    

 

 

Ending balance

     $        4,867       4,386       4,807       4,851       4,808  

 

 

as a % of loans

        1.10     0.95       1.03       1.02       1.02  

as a % of nonperforming loans

        4,196     2,345               2,763       3,703       2,845  

Net (recoveries) charge-offs as % of avg. loans (a)

        (0.07 )%      0.15       0.04       (0.04     (0.02

 

 

Nonperforming assets:

             

Nonaccrual loans

     $        116       187       174       131       169  

Other real estate owned

        99       —         —                 303               172  

 

 

Total nonperforming assets

     $        215       187       174       434       341  

 

 

as a % of loans and other real estate owned

        0.05         0.04       0.04       0.09       0.07  

as a % of total assets

        0.03     0.02       0.02       0.05       0.04  

Nonperforming loans as a % of total loans

        0.03     0.04       0.04       0.03       0.04  

Accruing loans 90 days or more past due

     $        —         —         94       —         —    

 

 

(a) Net (recoveries) charge-offs are annualized.

 

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Table 6 - Allocation of Allowance for Loan Losses

 

          2020      2019  
          First Quarter             Fourth Quarter             Third Quarter             Second Quarter             First Quarter  
(Dollars in thousands)         Amount      %*             Amount      %*             Amount      %*             Amount      %*             Amount      %*  

 

 

Commercial and industrial

   $      675        12.7      $          577        12.3      $          685        11.2      $          726        11.4      $          686        10.8  

Construction and land development

        582        7.3           569        7.1           730        8.9           781        9.5           773        9.5  

Commercial real estate

        2,596        57.6           2,289        58.6           2,354        57.4           2,287        56.4           2,251        56.0  

Residential real estate

        877        20.5           813        20.1           890        20.5           904        20.8           930        21.9  

Consumer installment

        137        1.9           138        1.9           148        2.0           153        1.9           168        1.8  

 

 

Total allowance for loan losses

   $      4,867         $          4,386         $          4,807         $          4,851         $          4,808     

 

 

* Loan balance in each category expressed as a percentage of total loans.

 

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Table 7 - CDs and Other Time Deposits of $100,000 or More

 

(Dollars in thousands)    March 31, 2020  

 

 

Maturity of:

  

3 months or less

   $ 7,155    

Over 3 months through 6 months

     21,589    

Over 6 months through 12 months

     28,723    

Over 12 months

     50,680    

 

 

Total CDs and other time deposits of $100,000 or more

   $             108,147    

 

 

 

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ITEM 3.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by ITEM 3 is set forth in ITEM 2 under the caption “MARKET AND LIQUIDITY RISK MANAGEMENT” and is incorporated herein by reference.

 

ITEM 4.

 CONTROLS AND PROCEDURES

The Company, with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation and as of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to allow timely decisions regarding disclosure in its reports that the Company files or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. There have been no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

 

ITEM 1.

 LEGAL PROCEEDINGS

In the normal course of its business, the Company and the Bank are, from time to time, involved in legal proceedings. The Company’s and Bank’s management believe there are no pending or threatened legal, governmental, or regulatory proceedings that, upon resolution, are expected to have a material adverse effect upon the Company’s or the Bank’s financial condition or results of operations. See also, Part I, Item 3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

 

ITEM 1A.

 RISK FACTORS

In addition to the other information set forth in this report and the risk factors discussed below, you should carefully consider the factors discussed in Part I, Item 1A. “RISK FACTORS” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which could materially affect our business, financial condition or future results. The risks described in our annual report on Form 10-K and below are not the only the risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results in the future.

The COVID-19 pandemic is expected to continue to adversely affect our business, financial condition and results of operations. The ultimate effects of the pandemic on our business, financial condition and results of operations will depend on the severity, scope and duration of the pandemic, its cumulative economic effects, and the effectiveness of governmental actions in response to the pandemic.

The ongoing COVID-19 national health emergency has significantly disrupted the United States and international economies and financial markets. Through March 31, 2020, the pandemic’s effects on us have been relatively small, but we expect that the COVID-19 pandemic and its effects will adversely affect our business, financial condition and results of operations in future periods. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability. The State of Alabama and many other states have taken preventative and protective actions, such as imposing restrictions on travel, business operations, public gatherings, advising or requiring individuals to limit or forego their time outside of their homes, and ordering temporary closures of non-essential businesses. The travel, hospitality and food and beverage industries, restaurants and auto manufacturers, and their suppliers have been severely affected. A significant number of layoffs, furloughs of employees, as well as mandated remote work have occurred in these and other industries, including government offices, schools and universities. Auburn University is holding virtual classes only from March 16, 2020 through the Summer Session. Hyundai’s Montgomery plant and Kia’s West Point, Georgia plants have been shut and are scheduled to reopen in early May 2020.

 

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The ultimate effects of the COVID-19 pandemic on the economy, generally, our markets, and on us cannot be predicted. The timing and effects of the COVID-19 pandemic on our business, results of operations and financial condition may include, among various other consequences, the following. These effects depend on the severity, scope and duration of the pandemic, its cumulative economic effects, and the effectiveness of healthcare; business and governmental actions addressing to the pandemic’s effects.

 

   

Employees’ health could be adversely affected, necessitating their recovery away from work;

 

   

Unavailability of key personnel necessary to conduct our business activities;

 

   

Our operating effectiveness may be reduced as our employees work from home or suffer from the COVID-19 virus;

 

   

Shelter in place, or other restrictions and interruptions of our business and contact with our customers;

 

   

Sustained closures of our branch lobbies or the offices of our customers;

 

   

Declines in demand for loans and other banking services and products, and reduced interchange fees on payment cards ;

 

   

Reduced consumer spending due to both job losses, health concerns and required practices, such as social distancing and shelter in place, attributable to the COVID-19 pandemic;

 

   

Reduced interchange revenue from reduced retail sales, travel and payment card usage, generally;

 

   

Significant volatility in United States financial markets and our investment securities portfolio, including credit concerns over state, county and municipal securities;

 

   

Our growth has been slowed, and may slow further, or our asset size may decline;

 

   

Reduced economic activity and reduced customer income and cash flows from normal business and employment could reduce the amounts of our deposits, increase deposit costs, and adversely affect our liquidity, financial condition and results of operations;

 

   

Declines in the credit quality of our loan portfolio, owing to the effects of the COVID-19 pandemic in the markets we serve, leading to increased provisions for loan losses and increases in our allowance for possible credit losses;

 

   

Declines in the value of collateral for loans, including real estate collateral, especially in industries such as travel and hospitality;

 

   

Declines in the net worth and liquidity of borrowers, impairing their ability to pay timely their loan obligations to us;

 

   

Decreases in market interest rates that are expected to reduce our net interest income and our profitability;

 

   

Loan deferrals and loan modifications, including those mandated by law, or which are encouraged by our regulators, may increase our expense and risks of collectability, reduce our cash flows and liquidity and adversely affect our results of operations and financial condition;

 

   

Our waiver of various fees and service charges to support our customers and communities will adversely affect our results of operation and our liquidity and financial position;

 

   

The COVID-19 pandemic may change customer financial behaviors and payment practices. Electronic banking could become more popular with less customers doing business at our offices;

 

   

Certain of our assets, including loans and securities, may become impaired, which would adversely affect our results of operation and financial condition;

 

   

Reductions in income or losses will adversely affect our capital and growth of capital, including our capital for bank regulatory purposes;

 

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Losses or reductions in net income may adversely affect the growth or amount of dividends we can pay on our common stock;

 

   

The effects of government fiscal and monetary policies on the economy and financial stability, generally, and on our business, results of operations and financial condition cannot be predicted;

 

   

The restoration of financial stability and economic growth may depend on the health care system developing and deploying COVID-19 testing and contact tracing, and drugs that better address COVID-19, and vaccines to prevent COVID-19, which promote consumer and employee health and confidence in the economy.

These factors, together or in combination with other events or occurrences that are unknown or anticipated, may materially and adversely affect our business, financial condition and results of operations.

Our stock price may reflect securities market conditions

The ongoing COVID-19 pandemic has resulted in substantial securities market losses, especially for bank stocks and has, and may continue to, adversely affect the market of our common stock. The spread, intensification and duration of COVID-19 outbreak, as well as the effectiveness of governmental, fiscal and monetary policies, and regulatory responses to the pandemic, further affect the financial markets and the market prices for securities generally, and the market prices for bank stocks, including our common stock.

The COVID-19 global pandemic could result in deterioration of asset quality and an increase in credit losses.

Many businesses have or will have lower revenues and cash flows and many consumers will have lower income. These could result in an inability to repay loans timely in full, reduce our asset quality and reduce our deposits. Loan modifications and payment deferrals may also increase our credit risks. Our business, results of operations, liquidity and financial condition could be adversely affected.

The COVID-19 pandemic has resulted in increased operational risks.

The COVID-19 pandemic has resulted in heightened operational risks. Much of our workforce has been working remotely, and increased levels of remote access create additional cybersecurity risk and opportunities for cybercriminals to exploit vulnerabilities. Cybercriminals may increase their attempts to compromise business and consumer emails, including an increase in phishing attempts, and fraudulent vendors or other parties may view the pandemic as an opportunity to prey upon consumers and businesses during this time. This could result in increased fraud losses to us or our clients. The increase in online and remote banking activities may also increase the risk of fraud against our customers. State and local orders and regulations regarding the conduct of in-person business operations have affected and may continue to affect our ability to operate at normal levels and to restore operations to their pre-pandemic level for an unknown period of time. Separately, our third-party service providers have also been affected by the pandemic. To date, these disruptions have not been material and we have developed solutions to these disruptions, but we may experience additional disruption in the future, which could adversely affect our business, results of operations and financial condition.

The COVID-19 global pandemic may continue to cause uncertainty in markets and may result in an increase in our cost of funds.

The COVID-19 global pandemic has caused a great amount of uncertainty in markets, causing credit markets to seize and forcing companies, including our clients, to seek liquidity in the face of uncertain future cash flows. To the extent the clients’ funds are not used as working capital and not placed on deposit with us, we could be faced with funding draws of committed lending facilities, along with requests for new credit facilities from our clients. As clients use deposit balances to fund their businesses, this may put funding pressure on us, which may cause us to pay higher rates than normal for deposits and other funding.

 

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As a participating lender in the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”), the Bank is subject to additional risks of litigation from the Bank’s customers or other parties regarding the Bank’s processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guaranties.

The CARES Act and the PPP Enhancement Act included an approximately $659 billion loan for the PPP administered through by the SBA and the U.S. Department of the Treasury. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved PPP lenders, 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. As of April 23, 2020, we have secured funding of approximately 250 loans totaling approximately $30 million though the PPP program. On or about April 16, 2020, the SBA notified lenders that the $349 billion earmarked for the PPP was exhausted. Congress approved approximately $310 billion of additional funding for the PPP on April 24, 2020. 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. We may be exposed to the risk of litigation, from both customers and non-customers that approached the Bank regarding PPP loans, regarding its procedures used in processing applications for the PPP. If any such litigation is filed against the Bank and is not resolved favorably to the Bank, it may result in financial liability or adversely affect our reputation. 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 effect on our business, financial condition and results of operations.

The Bank also has credit risk on PPP loans, if the SBA determines deficiencies in the manner in which PPP loans were originated, funded or serviced by the Bank, such as an issue with the eligibility of a borrower to receive a PPP loan, including those related to the ambiguity in the laws, rules and guidance regarding the PPP’s operation. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there were one or more deficiencies in the manner in which the PPP loan was originated, funded, or serviced by the Company, the SBA may deny its liability under the PPP loan guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from the Company. Similar issues may also result in the denial of forgiveness of PPP loans, which would adversely affect and could result in losses, including possible bankruptcies, which may expose us to further costs and potential losses.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company’s repurchases of its common stock during the first quarter of 2020 were as follows:

 

Period    Total Number of  
Shares Purchased  
   Average Price  
Paid per Share  
   Total Number of
Shares Purchased as  
Part of Publicly
Announced Plans or  
Programs
   Approximate Dollar  
Value of Shares that  
May Yet Be
Purchased Under the  
Plans or Programs (1)  

January 1 - January 31, 2020

       —        $           —          —        $         2,279,285

February 1 - February 29, 2020

       —          —          —          2,279,285

March 1 - March 31, 2020

       —          —          —          2,279,285

Total

       —          —          —          2,279,285

(1) On January 15, 2019 the Company adopted a $5 million stock repurchase program which the company had $2.3 million remaining.

On March 10, 2020, the Company adopted a new $5 million stock repurchase program that became effective April 1, 2020.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

53


Table of Contents
ITEM 5.

 OTHER INFORMATION

Not applicable.

 

ITEM 6.

 EXHIBITS

 

Exhibit    

Number    

                                            Description
3.1    Certificate of Incorporation of Auburn National Bancorporation, Inc. and all amendments thereto.*
3.2    Amended and Restated Bylaws of Auburn National Bancorporation, Inc., adopted as of November 13, 2007. **
31.1    Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant To Section  302 of the Sarbanes-Oxley Act of 2002, by Robert W. Dumas, Chairman, President and Chief Executive Officer.
31.2    Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant To Section  302 of the Sarbanes-Oxley Act of 2002, by David A. Hedges, Executive Vice President and Chief Financial Officer.
32.1    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002, by Robert W. Dumas, Chairman, President and Chief Executive Officer.***
32.2    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002, by David A. Hedges, Executive Vice President and Chief Financial Officer.***
101.INS    XBRL Instance Document
101.SCH    XBRL Taxonomy Extension Schema Document
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB    XBRL Taxonomy Extension Label Linkbase Document
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document

 

*

Incorporated by reference from Registrant’s Form 10-Q dated June 30, 2002.

 

**

Incorporated by reference from Registrant’s Form 10-K dated March 31, 2008.

 

***

The certifications attached as exhibits 32.1 and 32.2 to this quarterly report on Form 10-Q are “furnished” to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

54


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.

 

     

AUBURN NATIONAL BANCORPORATION, INC.

(Registrant)

Date:             May 8, 2020                                   By:          /s/ Robert W. Dumas                            
      Robert W. Dumas
      Chairman, President and CEO
Date:             May 8, 2020                                   By:          /s/ David A. Hedges                            
      David A. Hedges
      Executive Vice President and Chief Financial Officer
EX-31.1

AUBURN NATIONAL BANCORPORATION, INC AND SUBSIDIARIES

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Robert W. Dumas, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Auburn National Bancorporation, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 8, 2020
/s/ Robert W. Dumas
Chairman, President and Chief Executive Officer
EX-31.2

AUBURN NATIONAL BANCORPORATION, INC AND SUBSIDIARIES

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, David A. Hedges, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Auburn National Bancorporation, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2020

 

/s/ David A. Hedges
Executive Vice President and Chief Financial Officer
EX-32.1

AUBURN NATIONAL BANCORPORATION, INC AND SUBSIDIARIES

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Auburn National Bancorporation, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2020, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Robert W. Dumas, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 8, 2020

 

/s/ Robert W. Dumas

Robert W. Dumas

Chairman, President and Chief Executive Officer

EX-32.2

AUBURN NATIONAL BANCORPORATION, INC AND SUBSIDIARIES

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Auburn National Bancorporation, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2020, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, David A. Hedges, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 8, 2020

 

/s/ David A. Hedges
David A. Hedges
Executive Vice President and Chief Financial Officer
v3.20.1
Consolidated Balance Sheets (Parentheticals) - $ / shares
Mar. 31, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Preferred stock par value $ 0.01 $ 0.01
Authorized shares, preferred 200,000 200,000
Issued shares, preferred 0 0
Common stock par value $ 0.01 $ 0.01
Authorized shares, common 8,500,000 8,500,000
Issued shares, common 3,957,135 3,957,135
Treasury stock, shares held 390,989 390,989
v3.20.1
Consolidated Statements of Stockholders' Equity (Parentheticals) - $ / shares
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement of Stockholders' Equity (Parentheticals)    
Cash dividends paid per share $ 0.255 $ 0.25
v3.20.1
Mortgage Servicing Rights, Net (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Servicing Asset at Amortized Value, Balance [Roll Forward]    
Servicing Asset at Amortized Cost, Beginning $ 1,299 $ 1,441
Servicing Asset at Amortized Value, Additions 49 41
Servicing Asset at Amortized Value, Amortization 99 72
Servicing Asset at Amortized Cost, Ending 1,249 1,410
Valuation Allowance for Impairment of Recognized Servicing Assets, Balance [Abstract]    
Valuation Allowance for Impairment of Recognized Servicing Assets, Beginning Balance 0 0
Valuation Allowance for Impairment of Recognized Servicing Assets, Ending Balance 0 0
Servicing Asset at Amortized Value, Fair Value [Abstract]    
Servicing Asset at Amortized Value, Fair Value, Beginning 2,111 2,697
Servicing Asset at Amortized Value, Fair Value, Ending $ 1,917 $ 2,591
v3.20.1
Loan Credit Quality Analysis (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Mar. 31, 2019
Financing Receivable, Recorded Investment [Line Items]      
Financing Receivable, Recorded Investment, Pass $ 433,987 $ 450,911  
Financing Receivable, Recorded Investment, Special Mention 5,877 5,913  
Financing Receivable Recorded Investment, Substandard Accruing 4,302 4,371  
Financing Receivable, Recorded Investment, Nonaccrual Status 116 187  
Loans and Leases Receivable, Gross, Carrying Amount 444,282 461,382 $ 473,173
Commercial and Industrial Loans [Member]      
Financing Receivable, Recorded Investment [Line Items]      
Financing Receivable, Recorded Investment, Pass 53,875 54,340  
Financing Receivable, Recorded Investment, Special Mention 2,326 2,176  
Financing Receivable Recorded Investment, Substandard Accruing 246 266  
Financing Receivable, Recorded Investment, Nonaccrual Status 0 0  
Loans and Leases Receivable, Gross, Carrying Amount 56,447 56,782 50,898
Construction And Land Development Loans [Member]      
Financing Receivable, Recorded Investment [Line Items]      
Financing Receivable, Recorded Investment, Pass 31,392 31,798  
Financing Receivable, Recorded Investment, Special Mention 0 0  
Financing Receivable Recorded Investment, Substandard Accruing 910 1,043  
Financing Receivable, Recorded Investment, Nonaccrual Status 0 0  
Loans and Leases Receivable, Gross, Carrying Amount 32,302 32,841 44,931
Commercial Real Estate Owner Occupied Loans [Member]