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 SeptemberJune 30, 20192020

or

 

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

 

 

For the transition period from ___________ to ___________

Commission File Number  001-36613

 

Middlefield Banc Corp.

(Exact Name of Registrant as Specified in its Charter)Commission File Number  001-36613

 

Middlefield Banc Corp.

(Exact Name of Registrant as Specified in its Charter)

Ohio

34-1585111

State or Other Jurisdiction of 

I.R.S. Employer Identification No.

Incorporation or Organization

 

 

15985 East High Street, Middlefield, Ohio

44062-0035

Address of Principal Executive Offices

Zip Code

 

 

440-632-1666

Registrant’s Telephone Number, Including Area Code

 

 

 

 

 

Registrant’s Telephone Number, Including Area Code

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

 

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, Without Par Value

MBCN

The NASDAQ Stock Market, LLC

     (NASDAQ(NASDAQ Capital Market)

 

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 X     No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes X    No ☐

 

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

 

 

Large accelerated filer ☐

Accelerated filer X

 

Non-accelerated filer ☐  

Smaller reporting company X

 

Emerging growth company ☐  

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

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

 

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

Outstanding at November 5, 2019:  3,211,713August 4, 2020:  6,378,110

 

1

 

 

MIDDLEFIELD BANC CORP.

 

INDEX

 

Part I – Financial Information

 
   

Item 1.

Financial Statements (unaudited)

   

Consolidated Balance Sheet as of SeptemberJune 30, 20192020 and December 31, 20182019 

3

   

Consolidated Statement of Income for the Three and NineSix Months ended SeptemberJune 30, 20192020 and 20182019

4

   

Consolidated Statement of Comprehensive Income for the Three and NineSix Months ended SeptemberJune 30, 20192020 and 20182019

5

   

Consolidated Statement of Changes in Stockholders' Equity for the Three and NineSix Months ended SeptemberJune 30, 20192020 and 20182019

6

   

Consolidated Statement of Cash Flows for the NineSix Months ended SeptemberJune 30, 20192020 and 20182019

8

   

Notes to Unaudited Consolidated Financial Statements

10

   

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

32

33
   

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

42

45
   

Item 4.

Controls and Procedures

43

46
   

Part II – Other Information

 
   

Item 1.

Legal Proceedings

44

47
   

Item 1a.

Risk Factors

44

47
   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

44

48
   

Item 3.

Defaults by the Company on its Senior Securities

44

48
Item 4.Mine Safety Disclosures48
Item 5.Other Information48
Item 6.Exhibits and Reports on Form 8-K49
Signatures 54
   

Item 4.

Exhibit 31.1
Mine Safety Disclosures

44

   

Item 5.

Exhibit 31.2 
Other Information

44

   

Item 6.

Exhibits and Reports on Form 8-K

45

Exhibit 32  

Signatures

50

Exhibit 31.1

Exhibit 31.2

Exhibit 32

 


2

 

 

MIDDLEFIELD BANC CORP.

CONSOLIDATED BALANCE SHEET

(Dollar amounts in thousands, except share data)

(Unaudited)

 

 

September 30,

  

December 31,

  

June 30,

 

December 31,

 
 

2019

  

2018

  

2020

  

2019

 
         

ASSETS

             

Cash and due from banks

 $118,956  $107,933  $55,766  $35,113 

Federal funds sold

  1,069   -   2,520   - 

Cash and cash equivalents

  120,025   107,933  58,286  35,113 

Equity securities, at fair value

  628   616  581  710 

Investment securities available for sale, at fair value

  105,041   98,322  112,529  105,733 

Loans held for sale

  791   597  4,151  1,220 

Loans

  999,282   992,109 

Less allowance for loan and lease losses

  7,001   7,428 

Loans:

     

Commercial real estate:

     

Owner occupied

 110,134  102,386 

Non-owner occupied

 300,577  302,180 

Multifamily

 37,604  62,028 

Residential real estate

 227,427  234,798 

Commercial and industrial

 240,096  89,527 

Home equity lines of credit

 117,196  112,248 

Construction and other

 66,015  66,680 

Consumer installment

  11,210   14,411 

Total loans

 1,110,259  984,258 

Less: allowance for loan and lease losses

  10,210   6,768 

Net loans

  992,281   984,681  1,100,049  977,490 

Premises and equipment, net

  17,182   13,003  18,962  17,874 

Goodwill

  15,071   15,071  15,071  15,071 

Core deposit intangibles

  2,141   2,397  1,890  2,056 

Bank-owned life insurance

  16,403   16,080  16,723  16,511 

Accrued interest receivable and other assets

  11,015   9,698   15,078   10,697 
         

TOTAL ASSETS

 $1,280,578  $1,248,398  $1,343,320  $1,182,475 
         

LIABILITIES

             

Deposits:

             

Noninterest-bearing demand

 $199,235  $203,410  $270,738  $191,370 

Interest-bearing demand

  107,033   92,104  136,722  107,844 

Money market

  155,419   196,685  168,842  160,826 

Savings

  182,005   222,954  218,545  192,003 

Time

  390,721   300,914   363,420   368,800 

Total deposits

  1,034,413   1,016,067  1,158,267  1,020,843 

Short-term borrowings:

             

Federal funds purchased

  -   398  -  75 

Federal Home Loan Bank advances

  92,000   90,000   20,417   5,000 

Total short-term borrowings

  92,000   90,398  20,417  5,075 

Other borrowings

  12,359   8,803  17,162  12,750 

Accrued interest payable and other liabilities

  5,893   4,840   6,779   6,032 

TOTAL LIABILITIES

  1,144,665   1,120,108   1,202,625   1,044,700 
         

STOCKHOLDERS' EQUITY

             

Common stock, no par value; 10,000,000 shares authorized, 3,647,146 and 3,630,497 shares issued; 3,211,565 and 3,244,332 shares outstanding

  86,617   85,925 

Common stock, no par value; 10,000,000 shares authorized, 7,298,829 and 7,294,792 shares issued; 6,369,467 and 6,423,630 shares outstanding

 86,722  86,617 

Retained earnings

  62,886   56,037  67,150  65,063 

Accumulated other comprehensive income (loss)

  2,157   (154)

Treasury stock, at cost; 435,581 and 386,165 shares

  (15,747)  (13,518)

Accumulated other comprehensive income

 3,761  1,842 

Treasury stock, at cost; 929,362 and 871,162 shares

  (16,938)  (15,747)

TOTAL STOCKHOLDERS' EQUITY

  135,913   128,290   140,695   137,775 
         

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $1,280,578  $1,248,398  $1,343,320  $1,182,475 

 

See accompanying notes to unaudited consolidated financial statements.

 


3

 

 

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF INCOME  

(Dollar amounts in thousands, except per share data)

(Unaudited)

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

 

Six Months Ended

 
 

September 30,

  

September 30,

  

June 30,

 

June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 

INTEREST AND DIVIDEND INCOME

                         

Interest and fees on loans

 $12,804  $11,821  $37,998  $34,109  $12,281  $12,706  $24,359  $25,194 

Interest-earning deposits in other institutions

  193   178   549   412  7  169  101  356 

Federal funds sold

  24   8   56   29  -  25  21  32 

Investment securities:

                         

Taxable interest

  206   167   599   506  206  214  363  393 

Tax-exempt interest

  613   598   1,731   1,673  634  553  1,263  1,118 

Dividends on stock

  45   57   156   169   27   53   57   111 

Total interest and dividend income

  13,885   12,829   41,089   36,898   13,155   13,720   26,164   27,204 
                 

INTEREST EXPENSE

                         

Deposits

  3,173   2,178   9,395   5,803  2,336  3,277  5,201  6,222 

Short-term borrowings

  42   296   334   764  32  79  67  292 

Other borrowings

  92   104   283   344   62   95   138   191 

Total interest expense

  3,307   2,578   10,012   6,911   2,430   3,451   5,406   6,705 
                 

NET INTEREST INCOME

  10,578   10,251   31,077   29,987  10,725  10,269  20,758  20,499 
                 

Provision for loan losses

  80   210   430   630   1,000   110   3,740   350 
                 

NET INTEREST INCOME AFTER

                

PROVISION FOR LOAN LOSSES

  10,498   10,041   30,647   29,357 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

  9,725   10,159   17,018   20,149 
                 

NONINTEREST INCOME

                         

Service charges on deposit accounts

  571   491   1,609   1,416  566  530  1,119  1,038 

Investment securities gains on sale, net

  4   -   194   -  -  190  -  190 

(Loss) gain on equity securities

  (32)  15   12   46 

Gain (loss) on equity securities

 31  (14) (129) 44 

Earnings on bank-owned life insurance

  109   108   323   318  105  109  212  214 

Gain on sale of loans

  128   43   285   164  381  98  495  157 

Other income

  325   291   1,113   807   412   386   872   788 

Total noninterest income

  1,105   948   3,536   2,751   1,495   1,299   2,569   2,431 
                 

NONINTEREST EXPENSE

                         

Salaries and employee benefits

  4,272   3,839   12,474   11,684  4,076  4,078  7,600  8,202 

Occupancy expense

  535   460   1,584   1,468  483  496  1,033  1,049 

Equipment expense

  244   262   770   696  307  291  580  526 

Data processing costs

  580   481   1,594   1,360  684  549  1,350  1,014 

Ohio state franchise tax

  262   244   782   603  281  261  549  520 

Federal deposit insurance expense

  -   150   230   450  74  100  197  230 

Professional fees

  401   346   1,235   1,118  369  403  718  834 

Advertising expense

  202   236   605   694  217  200  426  403 

Software amortization expense

  182   155   479   460  74  48  215  191 

Core deposit intangible amortization

  86   87   256   265  83  85  166  170 

Other expense

  909   832   2,646   2,702   1,041   971   2,107   1,843 

Total noninterest expense

  7,673   7,092   22,655   21,500   7,689   7,482   14,941   14,982 
                 

Income before income taxes

  3,930   3,897   11,528   10,608  3,531  3,976  4,646  7,598 

Income taxes

  661   593   1,958   1,602   565   686   639   1,297 
                 

NET INCOME

 $3,269  $3,304  $9,570  $9,006  $2,966  $3,290  $4,007  $6,301 
                 

EARNINGS PER SHARE

                         

Basic

 $1.01  $1.02  $2.95  $2.79  $0.47  $0.51  $0.63  $0.97 

Diluted

 $1.01  $1.02  $2.94  $2.78  $0.46  $0.50  $0.62  $0.97 

 

See accompanying notes to unaudited consolidated financial statements.

 


4

 

 

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Dollar amounts in thousands)

(Unaudited)

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

 

Six Months Ended

 
 

September 30,

  

September 30,

  

June 30,

 

June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 
                 

Net income

 $3,269  $3,304  $9,570  $9,006  $2,966  $3,290  $4,007  $6,301 
                 

Other comprehensive income (loss):

                

Net unrealized holding gain (loss) on available-for-sale investment securities

  883   (1,297)  3,011   (3,282)

Other comprehensive income:

         

Net unrealized holding gain on available-for-sale investment securities

 7,592  1,122  2,429  2,128 

Tax effect

  (100)  272   (547)  689   (1,594)  (236)  (510)  (447)
                 

Reclassification adjustment for investment securities gains included in net income

  (4)  -   (194)  -  -  (190) -  (190)

Tax effect

  1   -   41   -   -   40   -   40 
                 

Total other comprehensive income (loss)

  780   (1,025)  2,311   (2,593)

Total other comprehensive income

  5,998   736   1,919   1,531 
                 

Comprehensive income

 $4,049  $2,279  $11,881  $6,413  $8,964  $4,026  $5,926  $7,832 

 

See accompanying notes to unaudited consolidated financial statements.

 


5

 

 

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

 

              

Accumulated

         
              

Other

      

Total

 
  

Common Stock

  

Retained

  

Comprehensive

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Earnings

  

Income

  

Stock

  

Equity

 
                         

Balance, June 30, 2019

  3,646,497  $86,590  $60,517  $1,377  $(14,224) $134,260 
                         

Net income

          3,269           3,269 

Other comprehensive income

              780       780 

Dividend reinvestment and purchase plan

  649   27               27 

Treasury shares acquired (31,669)

                  (1,523)  (1,523)

Cash dividends ($0.28 per share)

          (900)          (900)
                         

Balance, September 30, 2019

  3,647,146  $86,617  $62,886  $2,157  $(15,747) $135,913 
              

Accumulated

         
              

Other

      

Total

 
  

Common Stock

  

Retained

  

Comprehensive

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Earnings

  

Income (Loss)

  

Stock

  

Equity

 
                         

Balance, March 31, 2020

  7,298,829  $86,722  $65,140  $(2,237) $(16,938) $132,687 
                         

Net income

          2,966           2,966 

Other comprehensive income

              5,998       5,998 

Cash dividends ($0.15 per share)

          (956)          (956)
                         

Balance, June 30, 2020

  7,298,829  $86,722  $67,150  $3,761  $(16,938) $140,695 

 

              

Accumulated

         
              

Other

      

Total

 
  

Common Stock

  

Retained

  

Comprehensive

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Earnings

  

Loss

  

Stock

  

Equity

 
                         

Balance, June 30, 2018

  3,619,843  $85,544  $51,121  $(431) $(13,518) $122,716 
                         

Net income

          3,304           3,304 

Other comprehensive loss

              (1,025)      (1,025)

Dividend reinvestment and purchase plan

  2,861   140               140 

Stock options exercised

  150   3               3 

Cash dividends ($0.28 per share)

          (905)          (905)
                         

Balance, September 30, 2018

  3,622,854  $85,687  $53,520  $(1,456) $(13,518) $124,233 
              

Accumulated

         
              

Other

      

Total

 
  

Common Stock

  

Retained

  

Comprehensive

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Earnings

  

Income

  

Stock

  

Equity

 
                         

Balance, March 31, 2019

  7,285,070  $86,437  $58,139  $641  $(13,518) $131,699 
                         

Net income

          3,290           3,290 

Other comprehensive income

              736       736 

Dividend reinvestment and purchase plan

  7,524   149               149 

Stock options exercised

  400   4               4 

Treasury shares acquired (35,494)

                  (706)  (706)

Cash dividends ($0.14 per share)

          (912)          (912)
                         

Balance, June 30, 2019

  7,292,994  $86,590  $60,517  $1,377  $(14,224) $134,260 

 

(continued on following page)

See accompanying notes to unaudited consolidated financial statements.

 


6

 

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollar amounts in thousands, except share and per share data)

(Unaudited, continued from previous page)

 

              

Accumulated

         
              

Other

      

Total

 
  

Common Stock

  

Retained

  

Comprehensive

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Earnings

  

Income (Loss)

  

Stock

  

Equity

 
                         

Balance, December 31, 2018

  3,630,497  $85,925  $56,037  $(154) $(13,518) $128,290 
                         

Net income

          9,570           9,570 

Other comprehensive income

              2,311       2,311 

Dividend reinvestment and purchase plan

  8,933   372               372 

Stock options exercised

  200   4               4 

Stock-based compensation, net

  7,516   316               316 

Treasury shares acquired (49,416)

                  (2,229)  (2,229)

Cash dividends ($0.84 per share)

          (2,721)          (2,721)
                         

Balance, September 30, 2019

  3,647,146  $86,617  $62,886  $2,157  $(15,747) $135,913 
              

Accumulated

         
              

Other

      

Total

 
  

Common Stock

  

Retained

  

Comprehensive

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Earnings

  

Income

  

Stock

  

Equity

 
                         

Balance, December 31, 2019

  7,294,792  $86,617  $65,063  $1,842  $(15,747) $137,775 
                         

Net income

          4,007           4,007 

Other comprehensive income

              1,919       1,919 

Stock-based compensation, net

  4,037   105               105 

Treasury shares acquired (58,200)

                  (1,191)  (1,191)

Cash dividends ($0.30 per share)

          (1,920)          (1,920)
                         

Balance, June 30, 2020

  7,298,829  $86,722  $67,150  $3,761  $(16,938) $140,695 

 

              

Accumulated

         
              

Other

      

Total

 
  

Common Stock

  

Retained

  

Comprehensive

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Earnings

  

Income (Loss)

  

Stock

  

Equity

 
                         

Balance, December 31, 2017

  3,603,881  $84,859  $47,431  $1,091  $(13,518) $119,863 
                         

Change in accounting principle for adoption of ASU 2016-01

          141   (141)      - 

Change in accounting principle for adoption of ASU 2018-02

          (187)  187       - 

Net income

          9,006           9,006 

Other comprehensive loss

              (2,593)      (2,593)

Dividend reinvestment and purchase plan

  8,763   441               441 

Stock options exercised

  4,650   107               107 

Stock-based compensation, net

  5,560   280               280 

Cash dividends ($0.89 per share)

          (2,871)          (2,871)
                         

Balance, September 30, 2018

  3,622,854  $85,687  $53,520  $(1,456) $(13,518) $124,233 
              

Accumulated

         
              

Other

      

Total

 
  

Common Stock

  

Retained

  

Comprehensive

  

Treasury

  

Stockholders'

 
  

Shares

  

Amount

  

Earnings

  

Income (Loss)

  

Stock

  

Equity

 
                         

Balance, December 31, 2018

  7,260,994  $85,925  $56,037  $(154) $(13,518) $128,290 
                         

Net income

         6,301         6,301 

Other comprehensive income

            1,531      1,531 

Dividend reinvestment and purchase plan

  16,568   345            345 

Stock options exercised

  400   4            4 

Stock-based compensation, net

  15,032   316            316 

Treasury shares acquired (35,494)

               (706)  (706)

Cash dividends ($0.28 per share)

         (1,821)        (1,821)
                         

Balance, June 30, 2019

  7,292,994  $86,590  $60,517  $1,377  $(14,224) $134,260 

 

See accompanying notes to unaudited consolidated financial statements.

 


7

 

 

MIDDLEFIELD BANC CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollar amounts in thousands)

(Unaudited)

 

 

Nine Months Ended

  

Six Months Ended

 
 

September 30,

  

June 30,

 
 

2019

  

2018

  

2020

  

2019

 

OPERATING ACTIVITIES

             

Net income

 $9,570  $9,006  $4,007  $6,301 

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

             

Provision for loan losses

  430   630  3,740  350 

Investment securities gains on sale, net

  (194)  -  -  (190)

Gain on equity securities

  (12)  (46)

Loss (gain) on equity securities

 129  (44)

Depreciation and amortization of premises and equipment, net

  778   694  437  524 

Software amortization expense

  479   460  215  191 

Financing lease amortization expense

  264   -  131  173 

Gain on sale of premises and equipment

 (27) - 

Amortization of premium and discount on investment securities, net

  240   317  190  176 

Accretion of deferred loan fees, net

  (557)  (690) (1,108) (429)

Amortization of core deposit intangibles

  256   265  166  170 

Stock-based compensation expense

  366   360 

Stock-based compensation (income) expense, net

 (8) 186 

Origination of loans held for sale

  (12,845)  (9,588) (21,051) (6,781)

Proceeds from sale of loans

  12,936   9,290  18,615  7,104 

Gain on sale of loans

  (285)  (164) (495) (157)

Earnings on bank-owned life insurance

  (323)  (318) (212) (214)

Deferred income tax

  117   184  (534) 183 

Net (gain) loss on other real estate owned

  (123)  5 

Increase in accrued interest receivable

  (51)  (445)

Increase in accrued interest payable

  276   126 

Net gain on other real estate owned

 (62) (106)

(Increase) decrease in accrued interest receivable

 (2,070) 66 

(Decrease) increase in accrued interest payable

 (18) 292 

Other, net

  (1,609)  (1,721)  508   (2,885)

Net cash provided by operating activities

  9,713   8,365   2,553   4,910 
         

INVESTING ACTIVITIES

             

Investment securities available for sale:

             

Proceeds from repayments and maturities

  8,571   4,340  7,745  6,851 

Proceeds from sale of securities

  12,325   -  -  11,807 

Purchases

  (24,844)  (12,998) (12,302) (17,193)

Increase in loans, net

  (7,529)  (49,467) (125,775) (6,206)

Proceeds from the sale of other real estate owned

  360   26  114  325 

Purchase of premises and equipment

  (1,420)  (1,843)

Net purchase of premises and equipment

 (646) (681)

Proceeds from the disposal of premises and equipment

 27  - 

Purchase of restricted stock

  (169)  (90)  (1,600)  (29)

Net cash used in investing activities

  (12,706)  (60,032)  (132,437)  (5,126)
         

FINANCING ACTIVITIES

             

Net increase in deposits

  18,346   135,567  137,424  35,440 

Increase (decrease) in short-term borrowings, net

  1,602   (19,403)

Repayment of other borrowings

  (245)  (20,109)

Increase (decrease) in borrowings, net

 18,744  (5,553)

Restricted stock cash portion

  (44)  -  -  (44)

Stock options exercised

  4   107  -  4 

Proceeds from dividend reinvestment and purchase plan

  372   441  -  345 

Repurchase of treasury shares

  (2,229)  -  (1,191) (706)

Cash dividends

  (2,721)  (2,871)  (1,920)  (1,821)

Net cash provided by financing activities

  15,085   93,732   153,057   27,665 
         

Increase in cash and cash equivalents

  12,092   42,065  23,173  27,449 
         

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

  107,933   39,886   35,113   107,933 
         

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 $120,025  $81,951  $58,286  $135,382 

 

See accompanying notes to unaudited consolidated financial statements.

 


8

 

 

Nine Months Ended

  

Six Months Ended

 
 

September 30,

  

June 30,

 
 

2019

  

2018

  

2020

  

2019

 

SUPPLEMENTAL INFORMATION

             
Cash paid during the year for:             

Interest on deposits and borrowings

 $9,736  $6,785  $5,424  $6,413 

Income taxes

  2,180   1,675  -  1,330 
         

Noncash operating transactions:

             

Operating lease assets added to other, net

 $(1,071) $-  $-  $(1,071)

Operating lease liabilities added to other, net

  1,071   -  -  1,071 

Noncash investing transactions:

             

Transfers from loans to other real estate owned

 $56  $76  $584  $38 

Transfer of equity securities from investment securities available for sale, at fair value

  -   (625)

Finance lease assets added to premises and equipment

  (3,801)  -  (1,010) (3,801)

Noncash financing transactions:

             

Finance lease liabilities added to borrowed funds

 $3,801  $-  $1,010  $3,801 

 

See accompanying notes to unaudited consolidated financial statements.

 


9

 

MIDDLEFIELD BANC CORP.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1 - BASIS OF PRESENTATION

 

The consolidated financial statements of Middlefield Banc Corp. ("Company") include its bank subsidiary, The Middlefield Banking Company (“MBC” or “Middlefield Bank”), and a nonbank asset resolution subsidiary EMORECO, Inc. The consolidated financial statements also include the accounts of MBC’s subsidiary, Middlefield Investments, Inc. (MI), established March 13, 2019. All significant inter-company items have been eliminated.

 

The unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to Form 10-Q10-Q and Article 10 of Regulation S-X.S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements.  The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K10-K for the year ended December 31, 2018.2019.  The interim consolidated financial statements include all adjustments (consisting of only normal recurring items) that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented.  The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year.  

 

Recently Adopted Accounting Pronouncements –

In February 2016,preparing the FASB issued ASU 2016-02, Leases (Topic 842). The standard requires lesseesfinancial statements, management is required to recognizemake estimates and assumptions that affect the assetsreported amounts and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. A short-term lease is defined as one in which (a) the lease term is 12 months or less and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reportingbalance sheet date and revenues and expenses for the period. On January 1, 2019, the Company adopted ASU 2016-02 which resulted in the recording of finance lease assets and liabilities of $3.8 million and operating lease assets and liabilities of $1.1 million on the Consolidated Balance Sheet. See Note 9 to the financial statements.Actual results could differ from those estimates.

 

Recently Issued Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13,2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments(“CECL”), which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effectedaffected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effectcumulative-effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. On October 16,In November 2019, the FASB voted to deferissued ASU 2019-10,Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This Update defers the effective date of ASU 2016-13for ASC 326, Financial Instruments – Credit Losses, forSEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies, to fiscal years beginning after December 15, 2022, andincluding interim periods within those fiscal years. Management will continue to monitor model output throughout the deferral period.

In November 2019, the FASB issued ASU 2019-11,Codification Improvements to Topic 326, Financial Instruments – Credit Losses, to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets; an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. The finaleffective dates in this Update are the same as those applicable for ASU 2019-10. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In March 2020, the FASB issued ASU 2020-3,Codification Improvements to Financial Instruments. This ASU was issued to improve and clarify various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven issues that describe the areas of improvement and the related amendments to GAAP; they are intended to make the standards easier to understand and apply and to eliminate inconsistencies, and they are narrow in scope and are not expected to significantly change practice for most entities. Among its provisions, the ASU clarifies that all entities, other than public business entities that elected the fair value option, are required to provide certain fair value disclosures under ASC 825,Financial Instruments, in both interim and annual financial statements. It also clarifies that the contractual term of a net investment in a lease under Topic 842 should be issuedthe contractual term used to measure expected credit losses under Topic 326. Amendments related to ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is not permitted before an entity’s adoption of ASU 2016-01. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in mid-November.ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Amendments related to ASU 2016-13 for entities that have adopted that guidance are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. Other amendments are effective upon issuance of this ASU. The CECL model hasCompany is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

Reclassification of Comparative Amounts

Certain comparative amounts for prior years have been completed and runs concurrently with the existing incurred loss model each month.  Management continues monitoring model output, with final assumption changes expectedreclassified to be made in the fourth quarter.conform to current-year presentations. Such reclassifications did not affect net income or retained earnings.

 


10

 

 

NOTE 2 REVENUE RECOGNITION

 

In accordance with ASC Topic 606, management determined that the primary sources of revenue, which emanate from interest income on loans and investments, along with noninterest revenue resulting from investment security gains, gains on the sale of loans, and BOLI income, are not within the scope of ASC 606. These revenue sources cumulatively comprise 92.2%92.4% of the total revenue of the Company.

 

The main types of noninterest income within the scope of the standard are as follows:

 

Service charges on deposit accounts – The Company has contracts with its deposit customers where fees are charged if the account balance falls below predetermined levels defined as compensating balances. These agreements can be cancelled at any time by either the Company or the deposit customer. Revenue from these transactions is recognized on a monthly basis as the Company has an unconditional right to the fee consideration. The Company also has transaction fees related to specific customer requests or activities that include overdraft fees, online banking fees, and other transaction fees. All of these fees are attributable to specific performance obligations of the Company where the revenue is recognized at a defined point in time, which is completion of the requested service/transaction.

 

Gains (losses) on sale of other real estate owned (OREO (“OREO”) – Gains and losses are recognized at the completion of the property sale when the buyer obtains control of the real estate and all of the performance obligations of the Company have been satisfied. Evidence of the buyer obtaining control of the asset include transfer of the property title, physical possession of the asset, and the buyer obtaining control of the risks and rewards related to the asset. In situations where the Company agrees to provide financing to facilitate the sale, additional analysis is performed to ensure that the contract for sale identifies the buyer and seller, the asset to be transferred and the payment terms, that the contract has a true commercial substance and that amounts due from the buyer are reasonable. In situations where financing terms are not reflective of current market terms, the transaction price is discounted, impacting the gain/loss and the carrying value of the asset.

 

The following table depicts the disaggregation of revenue derived from contracts with customers to depict the nature, amount, timing, and uncertainty of revenue and cash flows:

 

 

For the Three Months Ended

September 30,

  

For the Nine Months

Ended September 30,

  

For the Three Months

Ended June 30,

  

For the Six Months

Ended June 30,

 

Noninterest Income

  2019  

2018

  

2019

  

2018

  2020  

2019

  

2020

  

2019

 

(Dollar amounts in thousands)

                         
                
Service charges on deposit accounts:                 

Overdraft fees

 $201  $207  $639  $597  $122  $190  $312  $438 

ATM banking fees

  255   219   690   634  263  241  473  435 

Service charges and other fees

  115   65   280   185  181  99  334  165 

Investment securities gains on sale, net (a)

  4   -   194   -  -  190  -  190 

(Loss) gain on equity securities (a)

  (32)  15   12   46 

Gain (loss) on equity securities (a)

 31  (14) (129) 44 

Earnings on bank-owned life insurance (a)

  109   108   323   318  105  109  212  214 

Gain on sale of loans (a)

  128   43   285   164  381  98  495  157 

Revenue from investment services

 137  124  268  262 

Other income

  325   291   1,113   807   275   262   604   526 

Total noninterest income

 $1,105  $948  $3,536  $2,751  $1,495  $1,299  $2,569  $2,431 
                 

Net gain (loss) on other real estate owned

 $17  $-  $123  $(5)

Net gain on other real estate owned

 $62  $63  $62  $106 

 

(a)  Not within scope of ASC 606

 


11


NOTE 3 - STOCK-BASED COMPENSATION

 

The Company had no nonvested stock options outstanding as of SeptemberJune 30, 2019 2020 and 2018.2019.

 

Stock option activity during the ninesix months ended SeptemberJune 30, 2019 2020 is as follows:

 

      

Weighted-

 
      

average

 
      

Exercise Price

 
  

Shares

  

Per Share

 
         

Outstanding, January 1, 2019

  7,450  $17.55 

Exercised

  (200)  17.55 
         

Outstanding, September 30, 2019

  7,250  $17.55 
         

Exercisable, September 30, 2019

  7,250  $17.55 
      

Weighted-

 
      

average

 
      

Exercise Price

 
  

Shares

  

Per Share

 
         

Outstanding, January 1, 2020

  14,500  $8.78 

Exercised

  (1,000)  8.78 
         

Outstanding, June 30, 2020

  13,500  $8.78 
         

Exercisable, June 30, 2020

  13,500  $8.78 

 

The following table presents the activity during the ninesix months ended SeptemberJune 30, 2019 2020 related to awards of restricted stock:

 

      

Weighted-

 
      

average

 
      

Grant Date Fair

 
  

Units

  

Value Per Unit

 
         

Nonvested at January 1, 2019

  21,175  $41.95 

Granted

  14,565   41.90 

Vested

  (4,970)  32.40 

Nonvested at September 30, 2019

  30,770  $43.48 
         

Expected to vest as of September 30, 2019

  6,253  $39.58 
      

Weighted-

 
      

average

 
      

Grant Date Fair

 
  

Units

  

Value Per Unit

 
         

Nonvested at January 1, 2020

  61,040  $21.73 

Granted

  23,648   26.09 

Nonvested at June 30, 2020

  84,688  $22.94 
         

Expected to vest as of June 30, 2020

  1,000  $22.65 

 

The Company recognizes restricted stock forfeitures in the period they occur.

 

Share-based compensation expense of $180,000$294,000 and $0 was recognized for the three-month periods ended June 30, 2020 and 2019, respectively. Share-based compensation expense of ($113,000) and $90,000 was recognized for the three-monthsix-month periods ended SeptemberJune 30, 2019 2020 and 2018,2019, respectively. Share-based compensationThe expense of $270,000 and $226,000 was recognizedrecorded for the nine-month periodssix-month period ended SeptemberJune 30, 20192020 is the result of the decrease in the market valuations of the plans for December 31, 2019. Vesting of shares under the plan is contingent on a combination of service period and 2018, respectively.a performance condition tied to the total shareholder return on the Company’s stock. Due to the change in market conditions during the first quarter of 2020, there was a significant decrease in the probability of the achievement of the performance condition which resulted in a decrease in the liability related to the plan and a reversal of compensation expense. Since the shares of restricted stock are historically paid out at the vesting date in a combination of shares and cash, the Company has recorded a liability related to this plan which totals $416,000$581,000 and $351,000$236,000 at SeptemberJune 30, 2019 2020 and 2018,2019, respectively. When the shares vest, the amount distributed in shares is transferred to common stock and the remainder is distributed in cash.

 

Total unrecognized stock compensation cost related to nonvested share-based compensation on restricted stock as of SeptemberJune 30, 2019 2020 totals $354,000,$374,000, of which $63,000$124,000 is estimated for the rest of 2019, $139,0002020, $180,000 for 2020, $131,0002021, $63,000 for 2021,2022, and $21,000$7,000 for 2022.2023.

 


12

 

 

NOTE 4 - EARNINGS PER SHARE

 

The Company provides dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income by the average shares outstanding. Diluted earnings per share adds the dilutive effects of stock options and restricted stock to average shares outstanding.

 

The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings-per-share computation.

 

 

For the Three

  

For the Nine

 
 

Months Ended

  

Months Ended

  

For the Three

 

For the Six

 
 

September 30, 2019

  

September 30, 2019

  

Months Ended

 

Months Ended

 
          

June 30,

  

June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 
                 

Weighted-average common shares issued

  3,647,007   3,620,558   3,641,904   3,613,010  7,298,829  7,286,542  7,298,785  7,278,620 
                 

Average treasury stock shares

  (417,878)  (386,165)  (398,803)  (386,165)  (929,362)  (784,034)  (905,497)  (778,214)
                 

Weighted-average common shares and common stock equivalents used to calculate basic earnings per share

  3,229,129   3,234,393   3,243,101   3,226,845  6,369,467  6,502,508  6,393,288  6,500,406 
                 

Additional common stock equivalents (stock options and restricted stock) used to calculate diluted earnings per share

  10,404   13,933   10,318   15,454   18,651   12,438   19,297   12,644 
                 

Weighted-average common shares and common stock equivalents used to calculate diluted earnings per share

  3,239,533   3,248,326   3,253,419   3,242,299   6,388,118   6,514,946   6,412,585   6,513,050 

 

Options to purchase 7,25013,500 shares of common stock at $17.55$8.78 per share were outstanding during the three and ninesix months ended SeptemberJune 30, 2019. 2020. Also outstanding were 30,77084,688 shares of restricted stock. Nonestock, 73,147 shares of the outstanding options or restricted stockwhich were anti-dilutive.

 

Options to purchase 13,60014,500 shares of common stock at prices ranging from $17.55 to $23.00,$8.78 per share were outstanding during the three and ninesix months ended SeptemberJune 30, 2018. 2019. Also outstanding were 20,42561,334 shares of restricted stock. None of the outstanding options or restricted stock were anti-dilutive.

 

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is presented within the share premium. The reserve for the Company’s treasury shares comprises the cost of the Company’s shares held by the Company. As of SeptemberJune 30, 2019, 2020, the Company held 435,581929,362 of the Company’s shares, which is an increase of 31,669 for the quarter, and 49,416 for the nine months ended September 30, 2019,58,200 from the 386,165871,162 shares held as of December 31, 2018.2019.

 


NOTE 5 - FAIR VALUE MEASUREMENTS

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following levels:

 

Level I:

Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level II:

Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

 

13

Level II:

Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

Level III:

Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-waytwo-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

 

This hierarchy requires the use of observable market data when available.

 

The following tables present the assets measured on a recurring basis on the Consolidated Balance Sheet at their fair value by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

     

September 30, 2019

        

June 30, 2020

   

(Dollar amounts in thousands)

 

Level I

  

Level II

  

Level III

  

Total

  

Level I

  

Level II

  

Level III

  

Total

 

Assets measured on a recurring basis:

                         

U.S. government agency securities

 $-  $1,999  $-  $1,999 

Subordinated debt

  -   4,150   -   4,150  $-  $11,289  $-  $11,289 

Obligations of states and political subdivisions

  -   79,641   -   79,641  -  84,540  -  84,540 

Mortgage-backed securities in government-sponsored entities

  -   19,251   -   19,251   -   16,700   -   16,700 

Total debt securities

  -   105,041   -   105,041  -  112,529  -  112,529 

Equity securities in financial institutions

  628   -   -   628   581   -   -   581 

Total

 $628  $105,041  $-  $105,669  $581  $112,529  $-  $113,110 

 

     

December 31, 2018

        

December 31, 2019

   

(Dollar amounts in thousands)

 

Level I

  

Level II

  

Level III

  

Total

  

Level I

  

Level II

  

Level III

  

Total

 

Assets measured on a recurring basis:

                         

U.S. government agency securities

 $-  $7,471  $-  $7,471 

Subordinated debt

 $-  $4,126  $-  $4,126 

Obligations of states and political subdivisions

  -   73,093   -   73,093  -  82,977  -  82,977 

Mortgage-backed securities in government-sponsored entities

  -   17,758   -   17,758   -   18,630   -   18,630 

Total debt securities

  -   98,322   -   98,322  -  105,733  -  105,733 

Equity securities in financial institutions

  616   -   -   616   710   -   -   710 

Total

 $616  $98,322  $-  $98,938  $710  $105,733  $-  $106,443 

 

Investment Securities Available for SaleSale - The Company obtains fair values from an independent pricing service which represent quoted prices for similar assets, fair values determined by pricing models using a market approach that considers observable market data, such as interest rate volatilities, LIBOR yield curve, credit spreads and prices from market makers and live trading systems (Level II).

 

Equity Securities - Equity securities that are traded on a national securities exchange are valued at their last reported sales price as of the measurement date. Equity securities traded in the over-the-counter (“OTC”) markets and listed securities for which no sale was reported on that date are generally valued at their last reported “bid” price if held long, and last reported “ask” price if sold short. To the extent equity securities are actively traded and valuation adjustments are not applied, they are categorized in Level I of the fair value hierarchy.

 


14


The following tables present the assets measured on a nonrecurringnon-recurring basis on the Consolidated Balance Sheet at their fair value by level within the fair value hierarchy. Collateral-dependent impaired loans are carried at fair value if they have been charged down to fair value or if a specific valuation allowance has been established. A new cost basis is established at the time a property is initially recorded in OREO. OREO properties are carried at fair value if a devaluation has been taken to the property’s value at initial foreclosure or subsequent to the initial measurement. No such devaluation occurred in the ninesix months ended SeptemberJune 30, 2019.2020.

 

     

September 30, 2019

        

June 30, 2020

   

(Dollar amounts in thousands)

 

Level I

  

Level II

  

Level III

  

Total

  

Level I

  

Level II

  

Level III

  

Total

 

Assets measured on a non-recurring basis:

                         

Impaired loans

 $-  $-  $5,058  $5,058  $-  $-  $4,729  $4,729 

 

     

December 31, 2018

        

December 31, 2019

   

(Dollar amounts in thousands)

 

Level I

  

Level II

  

Level III

  

Total

  

Level I

  

Level II

  

Level III

  

Total

 

Assets measured on a non-recurring basis:

                         

Impaired loans

 $-  $-  $1,075  $1,075  $-  $-  $5,166  $5,166 

 

Impaired Loans – The Company has measured impairment on collateral-dependent impaired loans generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-partythird-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral-dependent loan is less than the carrying amount of the loan, a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the above table as a Level III measurement. If the fair value of the collateral exceeds the carrying amount of the loan, then the loan is not included in the above table as it is not currently being carried at its fair value. The fair values in the above table exclude estimated selling costs of $2.0$2.1 million and $492,000 as of SeptemberJune 30, 2019 2020 and December 31, 2018, respectively.2019.

 

The following tables present additional quantitative information about assets measured at fair value on a nonrecurringnon-recurring basis and for which the Company uses Level III inputs to determine fair value:

 

 

Quantitative Information about Level III Fair Value Measurements

 

Quantitative Information about Level III Fair Value Measurements

 

(Dollar amounts in thousands)

(Dollar amounts in thousands)

 

 

 

 

 

 

  

(Dollar amounts in thousands)

 

 

 

 

Range (Weighted

 

Fair Value Estimate

  Valuation Techniques Unobservable Input  Range (Weighted Average) 

Fair Value Estimate

 Valuation TechniquesUnobservable Input Average) 

September 30, 2019

            

June 30, 2020

         

Impaired loans

 $5,058 

Appraisal of collateral (1)

 

Appraisal adjustments (2)

 40.3%to55.6%(54.4%) $4,729 

Appraisal of collateral (1)

Appraisal adjustments (2)

 29.8%to46.2%(34.7%)

 

 

Quantitative Information about Level III Fair Value Measurements

 

Quantitative Information about Level III Fair Value Measurements

 

(Dollar amounts in thousands)

(Dollar amounts in thousands)

 

 

 

 

 

 

  

(Dollar amounts in thousands)

 

 

 

 

Range (Weighted

 

Fair Value Estimate

  Valuation Techniques Unobservable Input Range (Weighted Average) 

Fair Value Estimate

 Valuation TechniquesUnobservable Input Average) 

December 31, 2018

            

December 31, 2019

         

Impaired loans

 $1,075 

Appraisal of collateral (1)

 

Appraisal adjustments (2)

  0%to100.0%(40.6%) $5,166 

Appraisal of collateral (1)

Appraisal adjustments (2)

 40.3%to47.4%(41.8%)

 

 

(1)(1)

Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level III inputs which are not identifiable, less any associated allowance.

 

(2)(2)

Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

 


15


The estimated fair value of the Company’s financial instruments not recorded at fair value on a recurring basis is as follows:

 

 

September 30, 2019

  

June 30, 2020

 
 

Carrying

              

Total

  

Carrying

       

Total

 
 

Value

  

Level I

  

Level II

  

Level III

  

Fair Value

  

Value

  

Level I

  

Level II

  

Level III

  

Fair Value

 
 

(Dollar amounts in thousands)

  

(Dollar amounts in thousands)

 

Financial assets:

                               

Cash and cash equivalents

 $120,025  $120,025  $-  $-  $120,025  $58,286  $58,286  $-  $-  $58,286 

Loans held for sale

  791   -   791   -   791  4,151  -  4,151  -  4,151 

Net loans

  992,281   -   -   988,336   988,336  1,100,049  -  -  1,100,623  1,100,623 

Bank-owned life insurance

  16,403   16,403   -   -   16,403  16,723  16,723  -  -  16,723 

Federal Home Loan Bank stock

  3,848   3,848   -   -   3,848  5,448  5,448  -  -  5,448 

Accrued interest receivable

  3,684   3,684   -   -   3,684  5,541  5,541  -  -  5,541 
                     

Financial liabilities:

                               

Deposits

 $1,034,413  $643,692  $-  $393,068  $1,036,760  $1,158,267  $794,847  $-  $369,173  $1,164,020 

Short-term borrowings

  92,000   92,000   -   -   92,000  20,417  20,417  -  -  20,417 

Other borrowings

  12,359   -   -   12,405   12,405  17,162  -  -  13,211  13,211 

Accrued interest payable

  1,020   1,020   -   -   1,020  899  899  -  -  899 

 

 December 31, 2018  December 31, 2019 
 

Carrying

              

Total

  

Carrying

       

Total

 
 

Value

  

Level I

  

Level II

  

Level III

  

Fair Value

  

Value

  

Level I

  

Level II

  

Level III

  

Fair Value

 
 

(Dollar amounts in thousands)

  

(Dollar amounts in thousands)

 

Financial assets:

                               

Cash and cash equivalents

 $107,933  $107,933  $-  $-  $107,933  $35,113  $35,113  $-  $-  $35,113 

Loans held for sale

  597   -   597   -   597  1,220  -  1,220  -  1,220 

Net loans

  984,681   -   -   973,124   973,124  977,490  -  -  974,213  974,213 

Bank-owned life insurance

  16,080   16,080   -   -   16,080  16,511  16,511  -  -  16,511 

Federal Home Loan Bank stock

  3,679   3,679   -   -   3,679  3,848  3,848  -  -  3,848 

Accrued interest receivable

  3,633   3,633   -   -   3,633  3,471  3,471  -  -  3,471 
                     

Financial liabilities:

                               

Deposits

 $1,016,067  $715,153  $-  $298,891  $1,014,044  $1,020,843  $652,043  $-  $371,193  $1,023,236 

Short-term borrowings

  90,398   90,398   -   -   90,398  5,075  5,075  -  -  5,075 

Other borrowings

  8,803   -   -   8,827   8,827  12,750  -  -  12,783  12,783 

Accrued interest payable

  744   744   -   -   744  917  917  -  -  917 

 

All financial instruments included in the above tables, with the exception of net loans, deposits, and other borrowings, are carried at cost, which approximates the fair value of the instrument.

 


16


NOTE 6 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

The following table presents the changes in accumulated other comprehensive income (loss) (“AOCI”) by component net of tax for the three and ninesix months ended SeptemberJune 30, 2019 2020 and 2018,2019, respectively:

 

(Dollars in thousands) 

Accumulated Other

Comprehensive

Income (Loss)

(a)

 

Balance as of June 30, 2019

 $1,377 

Other comprehensive income

  783 

Amount reclassified from accumulated other comprehensive income

  (3)

Balance at September 30, 2019

 $2,157 
     
     

Balance as of December 31, 2018

 $(154)

Other comprehensive income

  2,464 

Amount reclassified from accumulated other comprehensive income

  (153)

Balance at September 30, 2019

 $2,157 
(Dollars in thousands) 

Unrealized gains/(losses)

on available-for-sale

securities (a)

 

Balance as of March 31, 2020

 $(2,237)

Other comprehensive income

  5,998 

Balance at June 30, 2020

 $3,761 
     

Balance as of December 31, 2019

 $1,842 

Other comprehensive income

  1,919 

Balance at June 30, 2020

 $3,761 

 

(Dollars in thousands)  

Accumulated Other

Comprehensive

Income (Loss)

(a)

 

Balance as of June 30, 2018

 $(431)

Other comprehensive loss

  (1,025)

Balance at September 30, 2018

 $(1,456)
     
     

Balance as of December 31, 2017

 $1,091 

Other comprehensive loss

  (2,593)

Change in accounting principle, ASC 2016-01 (b)

  (141)

Change in accounting principle, ASC 2018-02 (b)

  187 

Period change

  (2,547)

Balance at September 30, 2018

 $(1,456)
(Dollars in thousands) 

Unrealized gains/(losses)

on available-for-sale

securities (a)

 

Balance as of March 31, 2019

 $641 

Other comprehensive income

  886 

Amount reclassified from accumulated other comprehensive income

  (150)

Period change

  736 

Balance at June 30, 2019

 $1,377 
     

Balance as of December 31, 2018

 $(154)

Other comprehensive income

  1,681 

Amount reclassified from accumulated other comprehensive income

  (150)

Period change

  1,531 

Balance at June 30, 2019

 $1,377 

 

(a)

All amounts are net of tax. Amounts in parentheses indicate debits to AOCI.

 

(b)(a)

ReclassificationsAll amounts are the resultnet of the adoption of ASUs 2016-01 and 2018-02 effective for the Company beginning January 1, 2018. The reclassifications are presented within the Consolidated Statement of Changestax. Amounts in Stockholders’ Equity for the affected transitional periods.parentheses indicate debits to AOCI.

 

The following tables present significant amounts reclassified from or to each component of AOCI:

 

 

Amounts Reclassified from Accumulated Other

 

Affected Line Item in

 Comprehensive Income 

the Statement Where

(Dollars in thousands) 

Amounts Reclassified from Accumulated Other Comprehensive Income
For the Three Months Ended

 

Affected Line Item in

the Statement Where

Net Income is

 For the Three and Six Months Ended 

Net Income is

Details about other comprehensive income

 

September 30, 2019

  

September 30, 2018

 

Presented

 

June 30, 2020

  

June 30, 2019

 

Presented

Unrealized gains on available-for-sale securities (a)

              
 $4  $- 

Investment securities gains on sale, net

 $-  $190 

Investment securities gains on sale, net

  (1)  - 

Income taxes

  -   (40)

Income taxes

 $3  $-   $-  $150  

(a)

For unrealized gains on available-for-sale securities, amounts in parentheses indicate expenses and other amounts indicate income.

 


17


(Dollars in thousands)

 

Amount Reclassified from Accumulated Other Comprehensive Income
For the Nine Months Ended

 

Affected Line Item in

the Statement Where

Net Income is

Details about other comprehensive income

 

September 30, 2019

  

September 30, 2018

 

Presented

Unrealized gains on available-for-sale securities (a)

         
  $194  $- 

Investment securities gains on sale, net

   (41)  - 

Income taxes

  $153  $-  

(a)

For unrealized gains on available-for-sale securities, amounts in parentheses indicate expenses and other amounts indicate income.

NOTE 7 INVESTMENT AND EQUITY SECURITIES

 

The amortized cost and fair values of investment securities available for sale are as follows:

 

 

September 30, 2019

  

June 30, 2020

 
     

Gross

  

Gross

        

Gross

 

Gross

   
 

Amortized

  

Unrealized

  

Unrealized

  

Fair

  

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(Dollar amounts in thousands)

 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 
                 

U.S. government agency securities

 $2,000  $-  $(1) $1,999 

Subordinated debt

  4,000   150   -   4,150  $11,050  $239  $-  $11,289 

Obligations of states and political subdivisions:

                         

Taxable

  500   3   -   503  500  2  -  502 

Tax-exempt

  76,816   2,322   -   79,138  80,155  3,883  -  84,038 

Mortgage-backed securities in government-sponsored entities

  19,102   267   (118)  19,251   16,063   637   -   16,700 

Total

 $102,418  $2,742  $(119) $105,041  $107,768  $4,761  $-  $112,529 

 

 

December 31, 2018

  

December 31, 2019

 
     

Gross

  

Gross

        

Gross

 

Gross

   
 

Amortized

  

Unrealized

  

Unrealized

  

Fair

  

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(Dollar amounts in thousands)

 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 
                 

U.S. government agency securities

 $7,442  $90  $(61) $7,471 

Subordinated debt

 $4,000  $126  $-  $4,126 

Obligations of states and political subdivisions:

                         

Taxable

  502   10   -   512  500  1  -  501 

Tax-exempt

  72,387   667   (473)  72,581  80,436  2,065  (25) 82,476 

Mortgage-backed securities in government-sponsored entities

  18,185   88   (515)  17,758   18,465   274   (109)  18,630 

Total

 $98,516  $855  $(1,049) $98,322  $103,401  $2,466  $(134) $105,733 

 

The Company recognized a net gain (loss) gains on equity investments of ($32,000)$31,000 and $12,000,($129,000), respectively, for the three and ninesix months ended SeptemberJune 30, 2019. 2020. The Company recognized a net gains(loss) gain on equity investments of $15,000($14,000) and $46,000,$44,000, respectively, for the three and ninesix months ended SeptemberJune 30, 2018. 2019. No net gains or losses on sold equity securities were realized during these periods.


 

The amortized cost and fair value of debt securities at SeptemberJune 30, 2019, 2020, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

 

Amortized

  

Fair

  

Amortized

 

Fair

 

(Dollar amounts in thousands)

 

Cost

  

Value

  

Cost

  

Value

 
         

Due in one year or less

 $5,094  $5,109  $3  $3 

Due after one year through five years

  1,276   1,296  887  911 

Due after five years through ten years

  15,267   15,592  22,176  22,713 

Due after ten years

  80,781   83,044   84,702   88,902 

Total

 $102,418  $105,041  $107,768  $112,529 

 

18

Proceeds from the sales of investment securities and the gross realized gains and losses are as follows:

 

(Dollar amounts in thousands) 

For the Three Months

Ended September 30,

  

For the Nine Months

Ended September 30,

 
(Dollars amounts in thousands) 

For the Three Months Ended June 30,

  

For the Six Months Ended June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 

Proceeds from sales

 $518  $-  $12,325  $-  $-  $11,807  $-  $11,807 

Gross realized gains

  4   -   227   -  -  223  -  223 

Gross realized losses

  -   -   (33)  -  -  (33) -  (33)

There were no securities sold during the six months ended June 30, 2020.

 

Investment securities with an approximate carrying value of $62.6$53.6 million and $63.5$55.6 million at SeptemberJune 30, 2019 2020 and December 31, 2018, 2019, respectively, were pledged to secure deposits and for other purposes as required by law.

 

The following tables showtable shows the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.

 

  

September 30, 2019

 
  

Less than Twelve Months

  

Twelve Months or Greater

  

Total

 
      

Gross

      

Gross

      

Gross

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 

(Dollar amounts in thousands)

 

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 
                         

U.S. government agency securities

 $-  $-  $1,999  $(1) $1,999  $(1)

Mortgage-backed securities in government-sponsored entities

  -   -   9,275   (118)  9,275   (118)

Total

 $-  $-  $11,274  $(119) $11,274  $(119)

 

December 31, 2018

  

December 31, 2019

 
 

Less than Twelve Months

  

Twelve Months or Greater

  

Total

  

Less than Twelve Months

  

Twelve Months or Greater

  

Total

 
     

Gross

      

Gross

      

Gross

    

Gross

   

Gross

   

Gross

 
 

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

(Dollar amounts in thousands)

 

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 
                         

U.S. government agency securities

 $-  $-  $4,105  $(61) $4,105  $(61)

Obligations of states and political subdivisions:

                                     

Tax-exempt

  20,451   (286)  11,053   (187)  31,504   (473) $4,324  $(25) $-  $-  $4,324  $(25)

Mortgage-backed securities in government-sponsored entities

  2,068   (9)  12,257   (506)  14,325   (515)  1,409   (2)  8,223   (107)  9,632   (109)

Total

 $22,519  $(295) $27,415  $(754) $49,934  $(1,049) $5,733  $(27) $8,223  $(107) $13,956  $(134)

 

There were 14no securities in a gross unrealized loss position at June 30, 2020.

There were no securities considered temporarily impaired at SeptemberJune 30, 2019.2020.


 

On a quarterly basis, the Company performs an assessment to determine whether there have been any events or economic circumstances indicating that a security with an unrealized loss has suffered other-than-temporary impairment (“OTTI”). A debt security is considered impaired if the fair value is less than its amortized cost basis at the reporting date. The Company assesses whether the unrealized loss is other than temporary.

 

OTTI losses are recognized in earnings when the Company has the intent to sell the debt security or it is more likely than not that it will be required to sell the debt security before recovery of its amortized cost basis. However, even if the Company does not expect to sell a debt security, it must evaluate expected cash flows to be received and determine if a credit loss has occurred.

 

An unrealized loss is generally deemed to be other than temporary and a credit loss is deemed to exist if the present value of the expected future cash flows is less than the amortized cost basis of the debt security. As a result, the credit loss of an OTTI is recorded as a component of investment securities gains (losses) in the accompanying Consolidated Statement of Income, while the remaining portion of the impairment loss is recognized in other comprehensive income, provided the Company does not intend to sell the underlying debt security and it is “more likely than not” that the Company will not have to sell the debt security prior to recovery.

 

Debt securities issued by U.S. government agencies, U.S. government-sponsored enterprises, and state and political subdivisions accounted for 96%90% of the total available-for-sale portfolio as of SeptemberJune 30, 2019 2020 and no credit losses are expected, given the explicit and implicit guarantees provided by the U.S. federal government and the lack of prolonged unrealized loss positions within the obligations of the state and political subdivisions security portfolio. The Company considers the following factors in determining whether a credit loss exists and the period over which the debt security is expected to recover:

 

 

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

19

 

Changes in the near-term prospects of the underlying collateral of a security such as changes in default rates, loss severity given default and significant changes in prepayment assumptions;

The level of cash flows generated from the underlying collateral supporting the principal and interest payments of the debt securities; and

 

The level of cash flows generated from the underlying collateral supporting the principal and interest payments of the debt securities; and

Any adverse change to the credit conditions and liquidity of the issuer, taking into consideration the latest information available about the overall financial condition of the issuer, credit ratings, recent legislation and government actions affecting the issuer’s industry and actions taken by the issuer to deal with the present economic climate.

 

For the ninesix months ended SeptemberJune 30, 2019 2020 and 2018,2019, there were no available-for-sale debt securities with an unrealized loss that suffered OTTI. Management does not believe any individual unrealized loss as of SeptemberJune 30, 2019 2020 or December 31, 2018 2019 represented an other-than-temporary impairment. The unrealized losses on debt securities are primarily the result of interest rate changes. These conditions will not prohibit the Company from receiving its contractual principal and interest payments on these debt securities. The fair value of these debt securities is expected to recover as payments are received on these securities and they approach maturity. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

 


NOTE 8 - LOANS AND RELATED ALLOWANCE FOR LOAN AND LEASE LOSSES

Major classifications of loans are summarized as follows (in thousands):

  

September 30,

  

December 31,

 
  

2019

  

2018

 
         

Commercial and industrial

 $85,861  $83,857 

Real estate - construction

  57,564   56,731 

Real estate - mortgage:

        

Residential

  347,739   336,487 

Commercial

  492,914   498,247 

Consumer installment

  15,204   16,787 
   999,282   992,109 

Less: Allowance for loan and lease losses

  (7,001)  (7,428)
         

Net loans

 $992,281  $984,681 

The amounts above include deferred loan origination costs of $1.4 million and $1.6 million at September 30, 2019 and December 31, 2018.

 

The Company’s primary business activity is with customers located within its local Northeastern Ohio trade area, eastern Geauga County, and contiguous counties. The Company also serves the central Ohio market with offices in Dublin, Plain City, Powell, Sunbury, Westerville, and Powell,Westerville, Ohio. Commercial, residential, consumer, and agricultural loans are granted. Although the Company has a diversified loan portfolio, loans outstanding to individuals and businesses are dependent upon the local economic conditions in the Company’s immediate trade area.

 

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding unpaid principal balances net of the allowance for loan and lease losses. Interest income is recognized on the accrual method. The accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions, the borrower’s financial condition is such that collection of interest is doubtful. Interest payments received on nonaccrual loans are applied against the unpaid principal balance until accrual status is restored.

 

Loan origination fees and certain direct loan origination costs are deferred with the net amount amortized over the contractual life of the loan as an adjustment of the related loan’s yield.

 


The following tables summarize the primary segments of the loan portfolio and allowance for loan and lease losses (in thousands):

 

          

Real Estate - Mortgage

         

September 30, 2019

 

Commercial and

industrial

  

Real estate- construction

  

Residential

  

Commercial

  

Consumer

installment

  

Total

 

Loans:

                        

Individually evaluated for impairment

 $1,457  $-  $1,780  $11,261  $1  $14,499 

Collectively evaluated for impairment

  84,404   57,564   345,959   481,653   15,203   984,783 

Total loans

 $85,861  $57,564  $347,739  $492,914  $15,204  $999,282 

June 30, 2020

 

Impairment Evaluation

 
  

Individually

  

Collectively

  

Total Loans

 

Loans:

            

Commercial real estate:

            

Owner occupied

 $3,486  $106,648  $110,134 

Non-owner occupied

  14,685   285,892   300,577 

Multifamily

  -   37,604   37,604 

Residential real estate

  1,259   226,168   227,427 

Commercial and industrial

  1,127   238,969   240,096 

Home equity lines of credit

  347   116,849   117,196 

Construction and other

  -   66,015   66,015 

Consumer installment

  -   11,210   11,210 

Total

 $20,904  $1,089,355  $1,110,259 

 

          

Real Estate - Mortgage

         

December 31, 2018

 

Commercial and

industrial

  

Real estate- construction

  

Residential

  

Commercial

  

Consumer

installment

  

Total

 

Loans:

                        

Individually evaluated for impairment

 $2,570  $-  $1,970  $9,533  $2  $14,075 

Collectively evaluated for impairment

  81,287   56,731   334,517   488,714   16,785   978,034 

Total loans

 $83,857  $56,731  $336,487  $498,247  $16,787  $992,109 
20

 

December 31, 2019

 

Impairment Evaluation

 
  

Individually

  

Collectively

  

Total Loans

 

Loans:

            

Commercial real estate:

            

Owner occupied

 $3,474  $98,912  $102,386 

Non-owner occupied

  7,084   295,096   302,180 

Multifamily

  -   62,028   62,028 

Residential real estate

  1,278   233,520   234,798 

Commercial and industrial

  882   88,645   89,527 

Home equity lines of credit

  351   111,897   112,248 

Construction and other

  -   66,680   66,680 

Consumer installment

  1   14,410   14,411 

Total

 $13,070  $971,188  $984,258 

The amounts above include net deferred loan origination costs of $4.7 million and $1.3 million at June 30, 2020 and December 31, 2019, respectively. The net deferred loan origination costs at June 30, 2020 include $4.0 million of unearned deferred fees from PPP loans.

June 30, 2020

 

Ending Allowance Balance Attributable to Loans:

 
  

Individually

Evaluated

for

Impairment

  

Collectively

Evaluated

for

Impairment

  

Total

Allocation

 

Loans:

            

Commercial real estate:

            

Owner occupied

 $10  $1,028  $1,038 

Non-owner occupied

  1,874   3,285   5,159 

Multifamily

  -   291   291 

Residential real estate

  22   1,145   1,167 

Commercial and industrial

  43   1,062   1,105 

Home equity lines of credit

  27   1,176   1,203 

Construction and other

  -   236   236 

Consumer installment

  -   11   11 

Total

 $1,976  $8,234  $10,210 

 

          

Real Estate - Mortgage

         

September 30, 2019

 

Commercial

and industrial

  

Real estate-

construction

  

Residential

  

Commercial

  

Consumer

installment

  

Total

 

Allowance for loan and lease losses:

                        

Ending allowance balance attributable to loans:

                     

Individually evaluated for impairment

 $3  $-  $33  $670  $-  $706 

Collectively evaluated for impairment

  386   99   1,640   4,046   124   6,295 

Total ending allowance balance

 $389  $99  $1,673  $4,716  $124  $7,001 
21


          

Real Estate - Mortgage

         

December 31, 2018

 

Commercial

and industrial

  

Real estate-

construction

  

Residential

  

Commercial

  

Consumer

installment

  

Total

 

Allowance for loan and lease losses:

                        

Ending allowance balance attributable to loans:

                     

Individually evaluated for impairment

 $667  $-  $43  $643  $1  $1,354 

Collectively evaluated for impairment

  302   100   1,538   4,008   126   6,074 

Total ending allowance balance

 $969  $100  $1,581  $4,651  $127  $7,428 

 

December 31, 2019

 

Ending Allowance Balance Attributable to Loans:

 
  

Individually

Evaluated

for

Impairment

  

Collectively

Evaluated

for

Impairment

  

Total

Allocation

 

Loans:

            

Commercial real estate:

            

Owner occupied

 $45  $756  $801 

Non-owner occupied

  582   2,800   3,382 

Multifamily

  -   340   340 

Residential real estate

  28   698   726 

Commercial and industrial

  3   453   456 

Home equity lines of credit

  2   930   932 

Construction and other

  -   103   103 

Consumer installment

  -   28   28 

Total

 $660  $6,108  $6,768 

 

The Company’s loan portfolio is segmented to a level that allows management to monitor risk and performance. The portfolio is segmented into Commercial Real Estate (“CRE”) which is further segmented into Owner Occupied (“CRE OO”), Non-owner Occupied (“CRE NOO”), and Multifamily Residential, Residential Real Estate (“RRE”), Commercial and Industrial (“C&I”), Real EstateHome Equity Lines of Credit (“HELOC”), Construction Real Estate - Mortgage which is further segmented into Residential and Commercial Real EstateOther (“CRE”Construction”), and Consumer Installment Loans. The commercial real estate loan segments consist of loans made for the purpose of financing the activities of commercial real estate owners and operators. The residential real estate and HELOC loan segments consist of loans made for the purpose of financing the activities of residential homeowners. The C&I loan segment consists of loans made for the purpose of financing the activities of commercial customers. The residential mortgage loan segment consistsAlthough PPP loans are included with C&I loans, the nature of PPP loans made fordiffers considerably from the purposerest of financing the activities of residential homeowners. The commercial mortgage loan segment consists of loans made for the purpose of financing the activities of commercial real estate owners and operators.category. The consumer loan segment consists primarily of installment loans and overdraft lines of credit connected with customer deposit accounts. The increases in the allowance for loan loss for the ResidentialCRE, RRE, C&I, HELOC, and Commercial mortgageConstruction portfolios were partially offset by decreasesa decrease in the allowance for the C&I, Real Estate Constructions, and Consumer Installment portfolios.

 

Management evaluates individual loans in all of the commercial segments for possible impairment based on guidance established by the Board of Directors. Loans are considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in evaluating impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The Company does not separately evaluate individual consumer and residential mortgage loans for impairment, unless such loans are part of a larger relationship that is impaired, or the loan was modified in a troubled debt restructuring.


 

Once the determination has been made that a loan is impaired, the determination of whether a specific allocation of the allowance is necessary is measured by comparing the recorded investment in the loan to the fair value of the loan using one of the following methods: (a) the present value of expected future cash flows discounted at the loan’s effective interest rate; (b) the loan’s observable market price; or (c) the fair value of the collateral less selling costs. The method is selected on a loan-by-loan basis. The evaluation of the need and amount of a specific allocation of the allowance and whether a loan can be removed from impairment status is made on a quarterly basis. The Company’s policy for recognizing interest income on impaired loans does not differ from its overall policy for interest recognition.

 

22

The following tables present impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary (in thousands):

 

September 30, 2019

 

Impaired Loans

 
  

Recorded

Investment

  Unpaid
Principal
Balance
  

Related

Allowance

 

With no related allowance recorded:

            

Commercial and industrial

 $1,308  $2,059  $- 

Real estate - mortgage:

            

Residential

  1,126   1,406   - 

Commercial

  2,561   2,561   - 

Consumer installment

  1   1   - 

Total

 $4,996  $6,027  $- 
             

With an allowance recorded:

            

Commercial and industrial

 $149  $149  $3 

Real estate - mortgage:

            

Residential

  654   703   33 

Commercial

  8,700   8,710   670 

Total

 $9,503  $9,562  $706 
             

Total:

            

Commercial and industrial

 $1,457  $2,208  $3 

Real estate - mortgage:

            

Residential

  1,780   2,109   33 

Commercial

  11,261   11,271   670 

Consumer installment

  1   1   - 

Total

 $14,499  $15,589  $706 

June 30, 2020

 

Impaired Loans

 
      

Unpaid

     
  

Recorded

  Principal  

Related

 
  

Investment

  Balance  

Allowance

 

With no related allowance recorded:

            

Commercial real estate:

            

Owner occupied

 $3,028  $3,033  $- 

Non-owner occupied

  7,538   7,538   - 

Residential real estate

  781   908   - 

Commercial and industrial

  659   1,148   - 

Home equity lines of credit

  179   189   - 

Total

 $12,185  $12,816  $- 
             

With an allowance recorded:

            

Commercial real estate:

            

Owner occupied

 $458  $458  $10 

Non-owner occupied

  7,147   7,147   1,874 

Residential real estate

  478   478   22 

Commercial and industrial

  468   468   43 

Home equity lines of credit

  168   168   27 

Total

 $8,719  $8,719  $1,976 
             

Total:

            

Commercial real estate:

            

Owner occupied

 $3,486  $3,491  $10 

Non-owner occupied

  14,685   14,685   1,874 

Residential real estate

  1,259   1,386   22 

Commercial and industrial

  1,127   1,616   43 

Home equity lines of credit

  347   357   27 

Total

 $20,904  $21,535  $1,976 

 


23


December 31, 2018

 

Impaired Loans

 
  

Recorded

  

Unpaid

Principal

  

Related

 
  

Investment

  Balance  

Allowance

 

With no related allowance recorded:

            

Commercial and industrial

 $207  $413  $- 

Real estate - mortgage:

            

Residential

  1,306   1,462   - 

Commercial

  1,867   2,186   - 

Total

 $3,380  $4,061  $- 
             

With an allowance recorded:

            

Commercial and industrial

 $2,363  $3,013  $667 

Real estate - mortgage:

            

Residential

  664   715   43 

Commercial

  7,666   7,676   643 

Consumer installment

  2   2   1 

Total

 $10,695  $11,406  $1,354 
             

Total:

            

Commercial and industrial

 $2,570  $3,426  $667 

Real estate - mortgage:

            

Residential

  1,970   2,177   43 

Commercial

  9,533   9,862   643 

Consumer installment

  2   2   1 

Total

 $14,075  $15,467  $1,354 
 

December 31, 2019

 

Impaired Loans

 
      

Unpaid

     
  

Recorded

  Principal  

Related

 
  

Investment

  Balance  

Allowance

 

With no related allowance recorded:

            

Commercial real estate:

            

Owner occupied

 $1,772  $1,772  $- 

Non-owner occupied

  3,845   3,845   - 

Residential real estate

  759   829   - 

Commercial and industrial

  747   1,524   - 

Home equity lines of credit

  220   228   - 

Consumer installment

  1   1   - 

Total

 $7,344  $8,199  $- 
             

With an allowance recorded:

            

Commercial real estate:

            

Owner occupied

 $1,702  $1,713  $45 

Non-owner occupied

  3,239   3,239   582 

Residential real estate

  519   569   28 

Commercial and industrial

  135   135   3 

Home equity lines of credit

  131   131   2 

Total

 $5,726  $5,787  $660 
             

Total:

            

Commercial real estate:

            

Owner occupied

 $3,474  $3,485  $45 

Non-owner occupied

  7,084   7,084   582 

Residential real estate

  1,278   1,398   28 

Commercial and industrial

  882   1,659   3 

Home equity lines of credit

  351   359   2 

Consumer installment

  1   1   - 

Total

 $13,070  $13,986  $660 

 

The tables above include troubled debt restructuring totaling $3.2 million and $3.6 million as of SeptemberJune 30, 2019 2020 and $4.4 million as of December 31, 2018.2019, respectively. The amounts allocated within the allowance for losses for troubled debt restructurings was $40,000$37,000 and $459,000$33,000 at SeptemberJune 30, 2019 2020 and December 31, 2018, 2019, respectively.

 

24

The following tables present the average balance and interest income by class, recognized on impaired loans (in thousands):

 

  

For the Three Months Ended

September 30, 2019

  

For the Nine Months Ended

September 30, 2019

 
  

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Average

Recorded

Investment

  

Interest

Income

Recognized

 
                 

Commercial and industrial

 $1,786  $20  $1,992  $44 

Real estate - construction

  -   -   810   - 

Real estate - mortgage:

                

Residential

  1,782   14   1,847   38 

Commercial

  11,344   95   10,317   286 

Consumer installment

  2   -   2   - 

Total

 $14,914  $129  $14,968  $368 
  

For the Three Months Ended June 30, 2020

  

For the Six Months Ended June 30, 2020

 
  

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Average

Recorded

Investment

  

Interest

Income

Recognized

 
                 

Commercial real estate:

                

Owner occupied

 $3,459  $32  $3,464  $65 

Non-owner occupied

  10,864   209   9,604   258 

Residential real estate

  1,206   14   1,230   25 

Commercial and industrial

  1,019   11   973   21 

Home equity lines of credit

  347   2   348   4 

Consumer installment

  1   -   1   - 

Total

 $16,896  $268  $15,620  $373 

 


  

For the Three Months Ended

September 30, 2018

  

For the Nine Months Ended

September 30, 2018

 
  

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Average

Recorded

Investment

  

Interest

Income

Recognized

 
                 

Commercial and industrial

 $2,984  $32  $4,620  $100 

Real estate - construction

  -   -   11   - 

Real estate - mortgage:

                

Residential

  2,574   18   2,672   49 

Commercial

  6,132   50   6,123   151 

Consumer installment

  3   -   3   - 

Total

 $11,693  $100  $13,429  $300 
  

For the Three Months Ended June 30, 2019

  

For the Six Months Ended June 30, 2019

 
  

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Average

Recorded

Investment

  

Interest

Income

Recognized

 
                 

Commercial real estate:

                

Owner occupied

 $3,819  $35  $4,014  $72 

Non-owner occupied

  6,419   50   5,989   100 

Residential real estate

  1,716   15   1,761   27 

Commercial and industrial

  1,970   23   2,170   45 

Home equity lines of credit

  104   -   109   - 

Construction and other

  1,620   -   1,080   - 

Consumer installment

  2   -   2   - 

Total

 $15,650  $123  $15,125  $244 

 

Management uses a nine-pointnine-point internal risk-rating system to monitor the credit quality of the overall loan portfolio. The firstfive categories are considered not criticized and are aggregated as Pass rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but have potential weaknesses, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are considered Substandard. Any portion of a loan that has been charged off is placed in the Loss category.  

 

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Company has a structured loan-rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as payment delinquency, bankruptcy, repossession, or death, occurs to raise awareness of a possible credit quality event.  The Company’s Commercial Loan Officers are responsible for the timely and accurate risk rating of the loans in their portfolios at origination and on an ongoing basis.  The Credit Department performs an annual review of all commercial relationships with loan balances of $500,000 or greater.  Confirmation of the appropriate risk grade is included in the review on an ongoing basis.  The Company engages an external consultant to conduct loan reviews on a semiannual basis. Generally, the external consultant reviews commercial relationships greater than $250,000 and criticized relationships greater than $150,000.  Detailed reviews, including plans for resolution, are performed on criticized loans on at least a quarterly basis.  Loans in the Special Mention and Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.

 

25

The primary risk of commercial and industrial loans is related to deterioration in the cash flow of the business that may result in the liquidation of the business assets securing the loan. C&I loans are, by nature, secured by less substantial collateral than real estate-secured loans. The primary risk of real estate construction loans is potential delays and disputes during the completion process. The primary risk of residential real estate loans is current economic uncertainties along with the slow recovery in the housing market.uncertainties. The primary risk of commercial real estate loans is loss of income of the owner or occupier of the property and the inability of the market to sustain rent levels. Consumer installment loans historically have experienced higher delinquency rates. Consumer installments are typically secured by less substantial collateral than other types of credits.

 


The following tables present the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk-rating system (in thousands):

 

      

Special

          

Total

 

September 30, 2019

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loans

 
                     

Commercial and industrial

 $78,163  $4,585  $3,113  $-  $85,861 

Real estate - construction

  57,564   -   -   -   57,564 

Real estate - mortgage:

                    

Residential

  342,571   989   4,179   -   347,739 

Commercial

  474,166   7,043   11,705   -   492,914 

Consumer installment

  15,195   -   9   -   15,204 

Total

 $967,659  $12,617  $19,006  $-  $999,282 
      

Special

          

Total

 

June 30, 2020

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loans

 
                     

Commercial real estate:

                    

Owner occupied

 $103,644  $3,042  $3,448  $-  $110,134 

Non-owner occupied

  270,678   3,749   26,150   -   300,577 

Multifamily

  37,604   -   -   -   37,604 

Residential real estate

  224,316   410   2,701   -   227,427 

Commercial and industrial

  235,535   2,658   1,903   -   240,096 

Home equity lines of credit

  115,617   -   1,579   -   117,196 

Construction and other

  66,015   -   -   -   66,015 

Consumer installment

  11,191   -   19   -   11,210 

Total

 $1,064,600  $9,859  $35,800  $-  $1,110,259 

 

      

Special

          

Total

 

December 31, 2018

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loans

 
                     

Commercial and industrial

 $77,002  $4,572  $2,283  $-  $83,857 

Real estate - construction

  55,397   1,334   -   -   56,731 

Real estate - mortgage:

                    

Residential

  332,475   553   3,459   -   336,487 

Commercial

  483,516   6,617   8,114   -   498,247 

Consumer installment

  16,776   -   11   -   16,787 

Total

 $965,166  $13,076  $13,867  $-  $992,109 
      

Special

          

Total

 

December 31, 2019

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loans

 
                     

Commercial real estate:

                    

Owner occupied

 $95,518  $3,951  $2,917  $-  $102,386 

Non-owner occupied

  292,192   3,038   6,950   -   302,180 

Multifamily

  62,028   -   -   -   62,028 

Residential real estate

  231,633   420   2,745   -   234,798 

Commercial and industrial

  84,136   3,619   1,772   -   89,527 

Home equity lines of credit

  111,354   -   894   -   112,248 

Construction and other

  66,680   -   -   -   66,680 

Consumer installment

  14,398   -   13   -   14,411 

Total

 $957,939  $11,028  $15,291  $-  $984,258 

 

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due.

 

Nonperforming assets are nonaccrual loans including nonaccrual troubled debt restructurings (“TDR”), loans 90 days or more past due, EMORECO assets, other real estate owned, and repossessed assets. A loan is classified as nonaccrual when, in the opinion of management, there are serious doubts about collectability of interest and principal. Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions, the borrower’s financial condition is such that collection of principal and interest is doubtful.  Payments received on nonaccrual loans are applied against the principal balance.

 

26

The following tables present the aging of the recorded investment in past-due loans by class of loans (in thousands):

 

      

30-59 Days

  

60-89 Days

  

90 Days+

  

Total

  

Total

 

September 30, 2019

 

Current

  

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

 
                         

Commercial and industrial

 $84,689  $623  $190  $359  $1,172  $85,861 

Real estate - construction

  57,564   -   -   -   -   57,564 

Real estate - mortgage:

                        

Residential

  343,400   1,813   358   2,168   4,339   347,739 

Commercial

  486,821   1,796   8   4,289   6,093   492,914 

Consumer installment

  15,179   14   11   -   25   15,204 

Total

 $987,653  $4,246  $567  $6,816  $11,629  $999,282 
      

30-59 Days

  

60-89 Days

  

90 Days+

  

Total

  

Total

 

June 30, 2020

 

Current

  

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

 
                         

Commercial real estate:

                        

Owner occupied

 $108,989  $-  $350  $795  $1,145  $110,134 

Non-owner occupied

  295,729   -   742   4,106   4,848   300,577 

Multifamily

  37,604   -   -   -   -   37,604 

Residential real estate

  223,820   1,539   893   1,175   3,607   227,427 

Commercial and industrial

  239,836   160   -   100   260   240,096 

Home equity lines of credit

  116,818   189   50   139   378   117,196 

Construction and other

  60,524   5,491   -   -   5,491   66,015 

Consumer installment

  10,977   -   1   232   233   11,210 

Total

 $1,094,297  $7,379  $2,036  $6,547  $15,962  $1,110,259 

 


      

30-59 Days

  

60-89 Days

  

90 Days+

  

Total

  

Total

 

December 31, 2018

 

Current

  

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

 
                         

Commercial and industrial

 $82,770  $288  $213  $586  $1,087  $83,857 

Real estate - construction

  56,731   -   -   -   -   56,731 

Real estate - mortgage:

                        

Residential

  331,379   2,612   1,083   1,413   5,108   336,487 

Commercial

  496,597   664   -   986   1,650   498,247 

Consumer installment

  16,768   19   -   -   19   16,787 

Total

 $984,245  $3,583  $1,296  $2,985  $7,864  $992,109 
      

30-59 Days

  

60-89 Days

  

90 Days+

  

Total

  

Total

 

December 31, 2019

 

Current

  

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

 
                         

Commercial real estate:

                        

Owner occupied

 $101,264  $64  $-  $1,058  $1,122  $102,386 

Non-owner occupied

  298,941   -   -   3,239   3,239   302,180 

Multifamily

  62,028   -   -   -   -   62,028 

Residential real estate

  232,518   1,439   34   807   2,280   234,798 

Commercial and industrial

  88,965   190   66   306   562   89,527 

Home equity lines of credit

  111,792   274   29   153   456   112,248 

Construction and other

  66,680   -   -   -   -   66,680 

Consumer installment

  13,378   622   216   195   1,033   14,411 

Total

 $975,566  $2,589  $345  $5,758  $8,692  $984,258 

 

The following tables present the recorded investment in nonaccrual loans and loans past due over 89 days and still on accrual by class of loans (in thousands):

 

September 30, 2019

 

Nonaccrual

  

90+ Days Past

Due and Accruing

 
         

Commercial and industrial

 $868  $- 

Real estate - construction

  -   - 

Real estate - mortgage:

        

Residential

  4,732   - 

Commercial

  4,450   - 

Consumer installment

  3   - 

Total

 $10,053  $- 
      

90+ Days Past Due

 

June 30, 2020

 

Nonaccrual

  and Accruing 
         

Commercial real estate:

        

Owner occupied

 $1,266  $- 

Non-owner occupied

  4,106   - 

Residential real estate

  2,646   - 

Commercial and industrial

  519   - 

Home equity lines of credit

  1,021   - 

Consumer installment

  245   - 

Total

 $9,803  $- 

 

December 31, 2018

 

Nonaccrual

  

90+ Days Past

Due and Accruing

 
         

Commercial and industrial

 $996  $91 

Real estate - construction

  -   - 

Real estate - mortgage:

        

Residential

  2,731   754 

Commercial

  2,864   100 

Consumer installment

  4   - 

Total

 $6,595  $945 
27

 
      

90+ Days Past Due

 

December 31, 2019

 

Nonaccrual

  and Accruing 
         

Commercial real estate:

        

Owner occupied

 $1,162  $- 

Non-owner occupied

  3,289   - 

Residential real estate

  2,576   - 

Commercial and industrial

  946   - 

Home equity lines of credit

  709   - 

Consumer installment

  197   - 

Total

 $8,879  $- 

 

Interest income that would have been recorded had these loans not been placed on nonaccrual status was $295,000$128,000 for the ninethree months ended SeptemberJune 30, 2019 2020 and $456,000$47,000 for the three months ended December 31, 2019. Interest income that would have been recorded had these loans not been placed on nonaccrual status was $228,000 for the six months ended June 30, 2020 and $342,000 for the year ended December 31, 2018.2019.

 

An allowance for loan and lease losses (“ALLL”) is maintained to absorb losses from the loan portfolio.  The ALLL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience, and the amount of nonperforming loans.

 

The Company’s methodology for determining the ALLL is based on the requirements of ASC Section 310-10-35310-10-35 for loans individually evaluated for impairment (discussed above) and ASC Subtopic 450-20450-20 for loans collectively evaluated for impairment, as well as the Interagency Policy Statement on the Allowance for Loan and Lease Losses and other bank regulatory guidance. The total of the two components represents the Company’s ALLL. Management also performs impairment analyses on TDRs, which may result in specific reserves.


 

Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate.  For general allowances, historical loss trends are used in the estimation of losses in the current portfolio.  These historical loss amounts are modified by other qualitative factors.

 

The classes described above, which are based on the purpose code assigned to each loan, provide the starting point for the ALLL analysis.  Management tracks the historical net charge-off activity at the call code level. The historical charge-off factor was calculated using the last twelve consecutive historical quarters.

 

Management has identified a number of additional qualitative factors which it uses to supplement the historical charge-off factor because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience. The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory, and governmental sources are: national and local economic trends and conditions; levels of and trends in delinquency rates and nonaccrual loans; trends in volumes and terms of loans; effects of changes in lending policies; experience, ability, and depth of lending staff; value of underlying collateral; and concentrations of credit from a loan type, industry and geographic standpoint.

 

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALLL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALLL.

 

28

The following tables summarize the primary segments of the loan portfolio and the activity within those segments (in thousands):

 

  

Commercial

and industrial

  

Real estate-

construction

  

Real estate- residential mortgage

  

Real estate- commercial mortgage

  

Consumer

installment

  

Total

 

ALLL balance at December 31, 2018

 $969  $100  $1,581  $4,651  $127  $7,428 

Charge-offs

  (393)  -   (517)  (31)  (110)  (1,051)

Recoveries

  55   57   72   3   7   194 

Provision

  (242)  (58)  537   93   100   430 

ALLL balance at September 30, 2019

 $389  $99  $1,673  $4,716  $124  $7,001 
  

For the six months ended June 30, 2020

 
  

Allowance for Loan and Lease Losses

 
  

Balance

              

Balance

 
  

December 31, 2019

  

Charge-offs

  

Recoveries

  

Provision

  

June 30, 2020

 

Loans:

                    

Commercial real estate:

                    

Owner occupied

 $801  $(50) $14  $273  $1,038 

Non-owner occupied

  3,382   -   74   1,703   5,159 

Multifamily

  340   -   -   (49)  291 

Residential real estate

  726   (51)  30   462   1,167 

Commercial and industrial

  456   (170)  239   580   1,105 

Home equity lines of credit

  932   (54)  16   309   1,203 

Construction and other

  103   -   34   99   236 

Consumer installment

  28   (391)  11   363   11 

Total

 $6,768  $(716) $418  $3,740  $10,210 

 

  

For the six months ended June 30, 2019

 
  

Allowance for Loan and Lease Losses

 
  

Balance

              

Balance

 
  

December 31, 2018

  

Charge-offs

  

Recoveries

  

Provision

  

June 30, 2019

 

Loans:

                    

Commercial real estate:

                    

Owner occupied

 $1,315  $(32) $2  $(419) $866 

Non-owner occupied

  2,862   -   -   726   3,588 

Multifamily

  474   -   -   (62)  412 

Residential real estate

  761   -   39   (53)  747 

Commercial and industrial

  969   (355)  40   (115)  539 

Home equity lines of credit

  820   (138)  7   247   936 

Construction and other

  100   -   45   (48)  97 

Consumer installment

  127   (88)  6   74   119 

Total

 $7,428  $(613) $139  $350  $7,304 

 

  

Commercial

and industrial

  

Real estate-

construction

  

Real estate- residential mortgage

  

Real estate- commercial mortgage

  

Consumer

installment

  

Total

 

ALLL balance at December 31, 2017

 $999  $313  $1,760  $4,036  $82  $7,190 

Charge-offs

  (284)  -   (119)  (111)  (138)  (652)

Recoveries

  167   46   76   -   37   326 

Provision

  274   (258)  (12)  483   143   630 

ALLL balance at September 30, 2018

 $1,156  $101  $1,705  $4,408  $124  $7,494 

  

Commercial

and industrial

  

Real estate-

construction

  

Real estate-

residential

mortgage

  

Real estate-

commercial

mortgage

  

Consumer

installment

  

Total

 

ALLL balance at June 30, 2019

 $539  $90  $1,681  $4,875  $119  $7,304 

Charge-offs

  (38)  -   (378)  -   (22)  (438)

Recoveries

  16   11   26   1   1   55 

Provision

  (128)  (2)  344   (160)  26   80 

ALLL balance at September 30, 2019

 $389  $99  $1,673  $4,716  $124  $7,001 

  

Commercial

and industrial

  

Real estate-

construction

  

Real estate-

residential

mortgage

  

Real estate-

commercial

mortgage

  

Consumer

installment

  

Total

 

ALLL balance at June 30, 2018

 $1,180  $89  $1,743  $4,361  $129  $7,502 

Charge-offs

  (275)  -   (45)  -   (3)  (323)

Recoveries

  28   28   47   -   2   105 

Provision

  223   (16)  (40)  47   (4)  210 

ALLL balance at September 30, 2018

 $1,156  $101  $1,705  $4,408  $124  $7,494 
  

For the three months ended June 30, 2020

 
  

Allowance for Loan and Lease Losses

 
  

Balance

              

Balance

 
  

March 31, 2020

  

Charge-offs

  

Recoveries

  

Provision

  

June 30, 2020

 

Loans:

                    

Commercial real estate:

                    

Owner occupied

 $1,099  $(50) $11  $(22) $1,038 

Non-owner occupied

  4,364   -   -   795   5,159 

Multifamily

  386   -   -   (95)  291 

Residential real estate

  1,164   (5)  -   8   1,167 

Commercial and industrial

  716   (109)  132   366   1,105 

Home equity lines of credit

  1,240   (41)  12   (8)  1,203 

Construction and other

  254   -   17   (35)  236 

Consumer installment

  21   (3)  2   (9)  11 

Total

 $9,244  $(208) $174  $1,000  $10,210 

 


29

 
  

For the three months ended June 30, 2019

 
  

Allowance for Loan and Lease Losses

 
  

Balance

              

Balance

 
  

March 31, 2019

  

Charge-offs

  

Recoveries

  

Provision

  

June 30, 2019

 

Loans:

                    

Commercial real estate:

                    

Owner occupied

 $830  $-  $1  $35  $866 

Non-owner occupied

  2,857   -   -   731   3,588 

Multifamily

  492   -   -   (80)  412 

Residential real estate

  773   -   30   (56)  747 

Commercial and industrial

  586   (9)  24   (62)  539 

Home equity lines of credit

  832   (48)  3   149   936 

Construction and other

  748   -   23   (674)  97 

Consumer installment

  88   (41)  5   67   119 

Total

 $7,206  $(98) $86  $110  $7,304 

 

The provision fluctuations during the nine-monthsix-month period ended SeptemberJune 30, 2020 allocated to:

a $2.2 million increase in all lending categories’ qualitative factors during the second quarter of 2020 due to the economic uncertainty resulting from the COVID-19 pandemic.

non-owner occupied portfolio are due to the increase of specific reserves for two relationships totaling $1.3 million.

commercial and industrial loans are due to growth in loan volume along with an allocation for the PPP loans in the amount of $423,000.

The provision fluctuations during the six-month period ended June 30, 2019 allocated to:

 

commercial and industrial loans are due to the charge-off of a large relationship of $336,000 from a previous reserve of $358,000 in the first quarter.

 

residential portfolioreal estate and home equity lines of credit loans are due to charge-offs and portfolio growthgrowth.

 

commercial real estatenon-owner occupied loans are due to the reclassification of a large construction loan, with a first quarter reserve of $661,000, to commercial real estate.from construction and other.

 

The provision fluctuations during the three-monththree-month period ended SeptemberJune 30, 2019 2020 allocated to:

non-owner occupied portfolio are due to the increase of specific reserves for two relationships totaling $776,000.

 

commercial and industrial loans and commercial real estate loans are due to decreasesgrowth in loan volume within these portfolios duringalong with an allocation for the quarter.PPP loans in the amount of $423,000.

The provision fluctuation during the three-month period ended June 30, 2019 allocated to:

 

residential portfolionon-owner occupied loans are due to the reclassification of a strong growth in this portfolio during thelarge construction loan, with a first quarter reserve of $661,000, from construction and other.

 

TDR describes loans on which the bank has granted concessions for reasons related to the customer’s financial difficulties. Such concessions may include one or more of the following:

reduction in the interest rate to below-market rates

extension of repayment requirements beyond normal terms

reduction of the principal amount owed

reduction of accrued interest due

acceptance of other assets in full or partial payment of a debt

In each case, the concession is made due to deterioration in the borrower’s financial condition, and the new terms are less stringent than those required on a new loan with similar risk.

On April 7, 2020, federal banking regulators issued a revised interagency statement that included guidance on their approach for the accounting of loan modifications in light of the economic impact of the COVID-19 pandemic. The guidance interprets current accounting standards and indicates that a lender can conclude that a borrower is not experiencing financial difficulty if short-term modifications are made in response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant related to the loans in which the borrower is less than 30 days past due on its contractual payments at the time a modification program is implemented. The agencies confirmed in working with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs.

30

The following tables summarize troubled debt restructurings (in thousands):

 

  

For the Three Months Ended

 
  

September 30, 2019

 
  

Number of Contracts

  

Pre-Modification

  

Post-Modification

 

 

 

Term

          Outstanding Recorded  Outstanding Recorded 
Troubled Debt Restructurings Modification  

Other

  

Total

  Investment  Investment 

Residential real estate

  -   1   1  $38  $38 

  

For the Nine Months Ended

 
  

September 30, 2019

 
  

Number of Contracts

  

Pre-Modification

  

Post-Modification

 

 

 

Term

          Outstanding Recorded  Outstanding Recorded 
Troubled Debt Restructurings Modification  

Other

  

Total

  Investment  Investment 

Residential real estate

  -   2   2  $123  $178 

  

For the Three Months Ended

 
  

September 30, 2018

 
  

Number of Contracts

  

Pre-Modification

  

Post-Modification

 

 

 

Term

          Outstanding Recorded  Outstanding Recorded 
Troubled Debt Restructurings Modification  

Other

  

Total

  Investment  Investment 

Residential real estate

  1   -   1  $86  $86 

 

For the Nine Months Ended

  

For the Six Months Ended

 
 

September 30, 2018

  

June 30, 2020

 
 

Number of Contracts

  

Pre-Modification

  

Post-Modification

  

Number of Contracts

 

Pre-Modification

 

Post-Modification

 

 

Term

          Outstanding Recorded  Outstanding Recorded  

Term

     Outstanding Recorded Outstanding Recorded 
Troubled Debt Restructurings Modification  

Other

  

Total

  Investment  Investment  Modification  

Other

  

Total

  Investment  Investment 

Residential real estate

  2   2   4  $261  $261  1  -  1  $39  $39 

Commercial and industrial

 2  -  2  118  117 

 

 

The following table summarizes TDR modifications within the previous 12 months for which there was a payment default during the nine-month period ended September 30, 2018 (in thousands):

 

For the Nine Months Ended

  

For the Three and Six Months Ended

 
 

September 30, 2018

  

June 30, 2019

 

Troubled Debt Restructurings

subsequently defaulted

 

Number of

Contracts

  

Recorded

Investment

 
 

Number of Contracts

 

Pre-Modification

 

Post-Modification

 

 

Term

     Outstanding Recorded Outstanding Recorded 
Troubled Debt Restructurings Modification 

Other

 

Total

 Investment Investment 

Residential real estate

  1  $20  -  1  1  $85  $140 

 

There were no troubled debt restructurings during the three-month period ended June 30, 2020.

There were no subsequent defaults of troubled debt restructurings for the three-monththree-month periods ended SeptemberJune 30, 2020 and June 30, 2019, and September 30, 2018, or for the nine-month periodsix-month periods ended SeptemberJune 30, 2020 and June 30, 2019.

 


NOTE NOTE 9LEASESTOCK SPLIT DISCLOSURE COMMITMENTS

The Company leases six of its branch locations. As of September 30, 2019, net assets recorded under leases amounted to $4.5 million and have remaining lease terms of 1 year to 6 years. As of September 30, 2019, finance lease assets included in premises and equipment, net, totaled $3.5 million and operating lease assets included in accrued interest receivable and other assets on the Consolidated Balance Sheet totaled $943,000. As of September 30, 2019, finance lease obligations included in other borrowings totaled $3.6 million and operating lease obligations included in accrued interest payable and other liabilities on the Consolidated Balance Sheet totaled $945,000.

 

On April 17, 2019, the Company purchased a building to relocate the Mantua branch which is and has been at a leased location as of September 30, 2019. The relocation is planned for 2020, and the Company entered into an amended lease agreement with the Mantua lessor which does not exceed 12 months. As such, the lease for the Mantua location is not considered a capitalized lease as of September 30, 2019.

Lease costs incurred are as follows:

  

For the Three

  

For the Nine

 
  

Months Ended

  

Months Ended

 
  

September 30, 2019

  

September 30, 2019

 

Lease Costs:

        

Finance lease cost:

        

Amortization of right-of-use asset

 $91  $264 

Interest Expense

  31   100 

Other

  10   25 

Operating lease cost

  52   178 

Total lease cost

 $184  $567 

The following table displays the weighted-average term and discount rates for both operating and finance leases outstanding as of September 30, 2019:

  

Operating

  

Finance

 

Weighted-average term (years)

  1.9   4.6 

Weighted-average discount rate

  2.9%  3.4%


The following table displays the undiscounted cash flows due related to operating and finance leases as of September 30, 2019, along with a reconciliation to the discounted amount recorded on the September 30, 2019 balance sheet:

  

Operating

  

Finance

 

Undiscounted cash flows due within:

        

2019

 $56  $100 

2020

  226   411 

2021

  210   424 

2022

  211   431 

2023

  211   431 

2024 and thereafter

  339   2,792 

Total undiscounted cash flows

  1,253   4,589 
         

Impact of present value discount

  (310)  (1,051)
         

Amount reported on balance sheet

 $943  $3,538 

On September 11, 2019, the Company entered into a lease agreement for a new branch to be located in Plain City, Ohio. The commencement date of the lease is November 1, 2019, and the estimated value of the related right-of-use asset and liability to be recorded at this time is $571,000. This lease is expected to be classified as a finance lease included in premises and equipment, net, on the Consolidated Balance Sheet. The Company has no other purchase obligations for leases executed but not yet recorded.

NOTE 10 – SUBSEQUENT EVENT

On October 9, 2019, the Board of Directors of Middlefield Banc Corp. authorized a two-for-onetwo-for-one stock split. Each shareholder of record at the close of business on October 25, 2019, will receive received one additional share for every outstanding share held on the record date. The additional shares are payablewere paid on November 8, 2019. As a result, the number of outstanding sharesall share and treasury shares will increase to approximately 6.4 million shares and 871,000 shares, respectively. The basic earnings per share determined asinformation have been retroactively adjusted to reflect the stock split.

With respect to the June 30, 2020 and 2019 financial statements, the effect of Septemberthe stock split on June 30, 2019 is $2.95amounts was recognized retroactively in the stockholders’ equity accounts in the Consolidated Balance Sheets, and in all share data in the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations. The effect of the stock split on per share amounts and would have been approximately $1.48 per share had this stock split occurred priorweighted average common shares outstanding for the three and six months ended June 30, 2019 is as follows:

  

For the three months ended

  

For the six months ended

 
  

June 30, 2019

  

June 30, 2019

 

Restated net income per common share - basic

 $0.51  $0.97 

Restated net income per common share - diluted

 $0.50  $0.97 

Restated weighted-average common shares issued

  7,286,542   7,278,620 

Restated average treasury stock shares

  784,034   778,214 

Restated average shares outstanding - basic

  6,502,508   6,500,406 

Restated stock options and restricted stock

  12,438   12,644 

Restated average shares outstanding - diluted

  6,514,946   6,513,050 

Restated period ending shares outstanding

  6,485,170   6,485,170 

Restated treasury shares outstanding

  807,824   807,824 

31

NOTE 10RISKS AND UNCERTAINTIES

COVID-19 Update

The following table provides information with respect to Septemberour commercial loans by type at June 30, 2019.2020 that management considers to be at the highest exposure to risk related to the COVID-19 pandemic.

At Risk Loans at June 30, 2020

 

Loan Type

 

Number of

Loans

  

Balance
(in thousands)

  

% of Total

Loans

 

Retail

  270  $195,550   17.6%

Multifamily & Residential NOO

  354   120,697   10.9%

Ambulatory Care, Nursing/Rehabilitation and Social Assistance

  218   81,491   7.3%

Hospitality and tourism

  58   44,923   4.1%

Restaurant/food service/bar

  136   24,938   2.2%

Other

  219   20,208   1.8%

Total

  1,255  $487,807   43.9%

The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020, and authorized the Small Business Administration (“SBA”) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (“PPP”). As a qualified SBA lender, we were automatically authorized to originate PPP loans.

As of June 30, 2020, we approved 1,343 applications for up to $142.7 million of loans under the PPP.

As of June 30, 2020, we modified 362 loans aggregating $214.8 million primarily consisting of the deferral of principal and interest payments and the extension of the maturity date for up to three months.

Details with respect to actual commercial loan deferrals are as follows:

 

Type

 

Number of

Loans

  

Balance
(in thousands)

  

% of Total

Loans

 

Retail

  58  $89,438   8.1%

Hospitality and tourism

  23   35,700   3.2%

Ambulatory Care, Nursing/Rehabilitation and Social Assistance

  10   22,456   2.0%

Multifamily & Residential NOO

  16   7,628   0.7%

Restaurant/food service/bar

  10   5,216   0.5%

Other

  245   54,379   4.9%

Total

  362  $214,817   19.4%

An eligible business can apply for a PPP loan up to the greater of: (1) 2.5 times its average monthly payroll costs; or (2) $10.0 million. PPP loans will have: (a) an interest rate of 1.0%, (b) a two-year loan term to maturity; and (c) principal and interest payments deferred for six months from the date of disbursement. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employee and compensation levels of the business are maintained and 75% of the loan proceeds are used for payroll expenses, with the remaining 25% of the loan proceeds used for other qualifying expenses.

 


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As of June 30, 2020, PPP loan amounts that could be forgiven under this provision are as follows:

 

  

Number of

Loans

  

Loan Balance
(in thousands)

 

> $2 million

  6  $14,774 

$350,000 - $2 million

  92   69,361 

$150,000 - $350,000

  96   20,768 

< $150,000

  1,108   36,397 

Total

  1,302  $141,300 

Since the opening of the PPP, several larger banks have been subject to litigation regarding the process and procedures that those banks used in processing applications for the PPP. Middlefield Bank may be exposed to the risk of similar litigation, from both customers and non-customers that approached the bank regarding PPP loans, regarding the process and procedures used in processing applications for the PPP. If any such litigation is filed against Middlefield Bank and is not resolved in a manner favorable to Middlefield Bank, it may result in significant financial liability or adversely affect Middlefield Bank’s reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation could have a material adverse impact on our business, financial condition and results of operations.

Middlefield Bank also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by Middlefield Bank, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by Middlefield Bank, the SBA may deny its liability under the 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 Middlefield Bank.

COVID-19 Loan Forbearance Programs. Section 4013 of the CARES Act provides that banks may elect not to categorize a loan modification as a TDR if the loan modification is (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date on which the national emergency concerning the novel coronavirus disease (COVID–19) outbreak declared by the President on March 13, 2020, under the National Emergencies Act terminates, or (B) December 31, 2020. According to the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) issued by the federal bank regulatory agencies on April 7, 2020, short-term loan modifications not otherwise eligible under Section 4013 that are made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. See Note 8 of the financial statements for additional disclosure of TDRs at June 30, 2020.

 

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

 

The following management’sManagement’s discussion and analysis (MD&A) provideprovides further detail to the financial condition and results of operations of the Company. The MD&A should be read in conjunction with the notes and financial statements presented in this report.

 

The information contained or incorporated by reference in this report on Form 10-Q contains forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors, including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature, extent, and timing of government actions and reforms; and extended disruption of vital infrastructure.infrastructure and the potential impact of the COVID-19 pandemic. All forward-looking statements included in this report on Form 10-Q are based on information available at the time of the report. Middlefield Banc Corp. assumes no obligation to update any forward-looking statement.

 

CHANGES IN FINANCIAL CONDITION

 

General. The Company’s total assets ended the SeptemberJune 30, 20192020 quarter at $1.28$1.34 billion, an increase of $32.2$160.8 million from December 31, 2018.2019. For the same time period, cash and cash equivalents increased $12.1$23.2 million, or 11.2%66.0%, while net loans increased $7.6$122.6 million, or 0.8%12.5%. Total liabilities increased $24.6$157.9 million or 2.2%15.1%, while stockholders’ equity increased $7.6$2.9 million, or 5.9%2.1%.

 

Cash and cash equivalents. Cash and cash equivalents increased $12.1$23.2 million, or 11.2%66.0%, to $120.0$58.3 million at SeptemberJune 30, 20192020 from $107.9$35.1 million at December 31, 2018.2019. Deposits from customers into savings and checking accounts, loan and securities repayments, and proceeds from borrowed funds typically increase these accounts. Decreases result from customer withdrawals, new loan originations, purchases of investment securities and repayments of borrowed funds.    

 

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The Company will continue to hold elevated levels of cash and cash equivalents to meet the demands of customers during the economic downturn. The Company monitors cash and cash equivalents on a daily basis to ensure adequate liquidity positions are maintained.    

Investment securities. Investment securities available for sale on SeptemberJune 30, 20192020 totaled $105.0$112.5 million, an increase of $6.7$6.8 million, or 6.8%6.4%, from $98.3$105.7 million at December 31, 2018.2019. During this period, the Company recorded repayments, calls, and maturities of $8.6$7.8 million and a net unrealized holding gain through AOCI of $2.4 million. Securities purchased were $24.8$12.3 million, and there were no sales of securities were $12.3 million.for the six months ended June 30, 2020. The Company recorded $194,000$129,000 in gains on sales of investment securities and $12,000 in gainslosses on equity securities as of SeptemberJune 30, 20192020 on the Company’s Consolidated Statement of Income and Consolidated Statement of Cash Flows. The gainloss on equity securities is the result of remeasurements of fair value of the equity securities held during this nine-monthsix-month period. Included

Periodically, management reviews the entire municipal bond portfolio to assess credit quality. Each security held in this portfolio is assessed on attributes that have historically influenced default incidence in the Company’s available-for-sale investmentmunicipal market, such as: sector, security, impairment filing, timeliness of disclosure, external credit assessment(s), credit spread, state, vintage, and underwriter. Municipal bonds compose 75% of the overall portfolio. While these investments have historically proven to have extremely low credit risk, the current economic environment may pose a threat to the cash flows of these governmental entities. The March 31, 2020 review shows portfolio credit quality to be strong with 99.5% of the portfolio having an assigned investment-grade rating or secured by an escrow of US government or agency securities, as80% of September 30, 2019the portfolio is an investmenteither pre-refunded or rated in the subordinated debtbroad rating categories of an Ohio-based community bankAA or AAA. While not included in the amountassessment of $4.0 million atthe credit quality of portfolio holdings, 17.6% benefit from a bond insurance policy, which provides an annual interest rateadditional layer of 6%.payment support for the securities.

 

Loans receivable.receivable. The loans receivable category consists primarily of single-family mortgage loans used to purchase or refinance personal residences located within the Company’s market area, commercial and industrial loans, home equity lines of credit, and commercial real estate loans used to finance properties that are used in the borrowers’ businesses, or to finance investor-owned rental properties, and, to a lesser extent, construction and consumer loans. The portfolio is well disbursed, geographically, with the fourfive branches in the central Ohio market comprising 24.0%23.6% of the Company’s total loans. Since December 31, 2017, however, 79.4% of all loan growth has come from the central Ohio footprint. Net loans receivable increased $7.6$122.6 million, or 0.8%12.5%, to $992.3 million$1.10 billion as of SeptemberJune 30, 20192020 from $984.7$977.5 million at December 31, 2018 due to loan growth targeted in the mid-single digits.2019. Included in the total increase for loans receivable were increases in the residential real estate, commercial and industrial, CRE owner occupied, and real estate-constructionhome equity lines of credit portfolios of $11.3$150.6 million, or 3.3%168.2%, $2.0$7.8 million, or 2.4%7.6%, and $833,000,$5.0 million, or 1.5%4.4%, respectively. This increase is net of decreases in the construction and other, CRE non-owner occupied, consumer installment, and commercialresidential real estate, and CRE multifamily portfolios of $665,000, or 1.0%, $1.6 million, or 9.4%0.5%, $3.2 million, or 22.2%, $7.4 million, or 3.1%, and $5.3$24.4 million, or 1.1%39.4%, respectively. The increase in the commercial and industrial portfolio includes the PPP loans issued as of June 30, 2020 of $142.7 million.

 

The Company’s Mortgage Banking operation generates loans for sale to the Federal Home Loan Mortgage Corporation (“Freddie Mac”). Loans held for sale on SeptemberJune 30, 20192020 totaled $791,000,$4.2 million, an increase of $194,000,$2.9 million, or 32.5%240.2%, from December 31, 2018.2019. This increase is the result of more saleable loans being fundedheld at quarter end. The Company recorded proceeds from the sale of $18.6 million of these loans of $12.9 million and $285,000for $495,000 in gains on sale of loans as of SeptemberJune 30, 20192020 on the Company’s Consolidated Statement of Cash Flows.


 

The federal banking regulators have issued guidance for those institutions which are deemed to have concentrations in commercial real estate lending. Pursuant to the supervisory criteria contained in the guidance for identifying institutions with a potential commercial real estate concentration risk, institutions which have (1) total reported loans for construction, land development, and other land acquisitions which represent 100% or more of an institution’s total risk-based capital; or (2) total commercial real estate loans representing 300% or more of the institution’s total risk-based capital and the institution’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months are identified as having potential commercial real estate concentration risk. Institutions which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios, and may be required to hold higher levels of capital. The Company, like many community banks, has a concentration in commercial real estate loans, and the Company has experienced growth in its commercial real estate portfolio in recent years. At SeptemberJune 30, 20192020 non-owner-occupied commercial real estate loans (including construction, land and land development loans) represent 351.5%295.5% of total risk-based capital. Construction, land and land development loans represent 46.0%46.1% of total risk-based capital. Management has extensive experience in commercial real estate lending, and has implemented and continues to maintain heightened risk management procedures, and strong underwriting criteria with respect to its commercial real estate portfolio. Loan monitoring practices include but are not limited to periodic stress testing analysis to evaluate changes to cash flows, owing to interest rate increases and declines in net operating income. Nevertheless, we may be required to maintain higher levels of capital as a result of our commercial real estate concentrations, which could require us to obtain additional capital, and may adversely affect shareholder returns. The Company has an extensive capital planning policy, which includes proformapro forma projections including stress testing within which the Board of Directors has established internal minimum targets for regulatory capital ratios that are in excess of well-capitalized ratios.

 

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The Company monitors daily fluctuations in unused commitments as a means of identifying potentially material drawdowns on existing lines of credit. At June 30, 2020, unused line of credit commitments is unchanged from December 31, 2019.

Allowance for Loan and Lease Losses and Asset Quality.Quality. The allowance for loan and lease losses decreased $427,000,increased $3.4 million, or 5.7%50.9%, to $7.0$10.2 million at SeptemberJune 30, 20192020 from $7.4$6.8 million at December 31, 2018.2019. For the three months ended SeptemberJune 30, 2019,2020, net loan charge-offs totaled $383,000,$34,000, or 0.15%0.01% of average loans, compared to net charge-offs of $218,000, or 0.09% of average loans,$12,000 for the same period in 2018.2019. To maintain the allowance for loan and lease losses, the Company recorded a provision for loan loss of $80,000$1.0 million in the three-month period ended SeptemberJune 30, 2019.2020. For the ninesix months ended SeptemberJune 30, 2019,2020, net loan charge-offs totaled $857,000,$298,000, or 0.11%0.06% of average loans, compared to net charge-offs of $326,000,$474,000, or 0.05%,0.10% of average loans, for the same period in 2018.2019. To maintain the allowance for loan and lease losses, the Company recorded a provision for loan loss of $430,000$3.7 million in the nine-monthsix-month period ended SeptemberJune 30, 2019. Also for this period, the2020. The ratio of the allowance for loan and lease losses to nonperforming loans was 69.64%,104.2% for the three-month period ended June 30, 2020, compared to 102.83%68.1% for the same period in the prior year. This is due to nonperformingan increase in impaired loans and the allowance being well secured and not requiring specific reserves as of September 30, 2019. Duringadjusted to address the nineeconomic slowdown during the six months ended SeptemberJune 30, 2019, one central Ohio2020. See additional discussions on the provision for loan of $3.2 million negatively affected nonperforming loans.  The reserve for this credit is $614,000. The issue is isolated to this particular borrower and it is not indicative of a trend in the market, portfolio, or an issue in underwriting. Offsetting this amount is a reserve reduction of $358,000 due to a charge off of $336,000, as well as a reserve reduction of $435,000 from the payoff of one impaired commercial real estate loan.losses section below.

 

Management analyzes the adequacy of the allowance for loan and lease losses regularly through reviews of the performance of the loan portfolio considering economic conditions, changes in interest rates and the effect of such changes on real estate values, and changes in the amount and composition of the loan portfolio. The allowance for loan and lease losses is a significant estimate that is particularly susceptible to changes in the near term. Management’s analysis includes a review of all loans designated as impaired, historical loan loss experience, the estimated fair value of the underlying collateral, economic conditions, current interest rates, trends in the borrower’s industry and other factors that management believes warrant recognition in providing for an appropriate allowance for loan and lease losses. Future additions or reductions to the allowance for loan and lease losses will be dependent on these factors. Additionally, the Company uses an outside party to conduct an independent review of commercial and commercial real estate loans that is designed to validate management conclusions of risk ratings and the appropriateness of the allowance allocated to these loans. The Company uses the results of this review to help determine the effectiveness of policies and procedures and to assess the adequacy of the allowance for loan and lease losses allocated to these types of loans. Management believes the allowance for loan and lease losses is appropriately stated at SeptemberJune 30, 2019.2020. Based on the variables involved and management’s judgments about uncertain outcomes, the determination of the allowance for loan and lease losses is considered a critical accounting policy.

 

Goodwill. The Company considers the negative economic impact resulting from the COVID-19 shutdowns to be a triggering event necessitating a mid-cycle analysis for impairment. Based on the analysis performed as of March 31, 2020, the Company determined that goodwill was not impaired.

Accrued Interest Receivable and Other Assets. Accrued interest receivable and other assets increased $4.4 million, or 41.0%, to $15.1 million at June 30, 2020 from $10.7 million at December 31, 2019. Income receivable on loans has increased $2.1 million as a result of the COVID-19 payment deferral program. Also included in this increase are increases in FHLB stock owned of $1.6 million, other real estate owned of $532,000, and an increase in the holding company franchise tax asset of $551,000.


35

 

Nonperforming assets. Nonperforming assets include nonaccrual loans, loans 90 days or more past due, other real estate owned, and repossessed assets. Real estate owned is written down to fair value at its initial recording and continually monitored for changes in fair value. A loan is classified as nonaccrual when, in the opinion of management, there are serious doubts about collectability of interest and principal. Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions, the borrower’s financial condition is such that collection of principal and interest is doubtful. Payments received on nonaccrual loans are applied against principal until doubt about collectability ceases.

 

 Asset Quality History  

Asset Quality History

 
            

(Dollar amounts in thousands)

 

September 30, 2019

  

June 30, 2019

  

March 31, 2019

  

December 31, 2018

  

September 30, 2018

  

June 30, 2020

  

March 31, 2020

  

December 31, 2019

  

September 30, 2019

  

June 30, 2019

 
                     

Nonperforming loans

 $10,053  $10,729  $10,472  $7,540  $7,288  $9,803  $8,405  $8,879  $10,053  $10,729 

Other real estate owned

  89   89               687   456   155   89   89 
                     

Nonperforming assets

 $10,142  $10,818  $10,598  $7,810  $7,545  $10,490  $8,861  $9,034  $10,142  $10,818 
                     

Allowance for loan and lease losses

  7,001   7,304   7,206   7,428   7,494  10,210  9,244  6,768  7,001  7,304 
                     

Ratios:

                               

Nonperforming loans to total loans

  1.01%  1.07%  1.04%  0.76%  0.75% 0.88% 0.84% 0.90% 1.01% 1.07%

Nonperforming assets to total assets

  0.79%  0.84%  0.83%  0.63%  0.63% 0.78% 0.73% 0.76% 0.79% 0.84%

Allowance for loan and lease losses to total loans

  0.70%  0.73%  0.72%  0.75%  0.77% 0.92% 0.93% 0.69% 0.70% 0.73%

Allowance for loan and lease losses to nonperforming loans

  69.64%  68.08%  68.81%  98.51%  102.83% 104.15% 109.98% 76.22% 69.64% 68.08%

 

Nonperforming loans exclude TDRs that are performing in accordance with their terms over a prescribed period of time. TDRs are those loans which the Company, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. The Company has 2625 TDRs accruing interest with a balance of $3.0$2.8 million as of SeptemberJune 30, 2019.2020. A TDR that yields a market interest rate at the time of restructuring and is in compliance with its modified terms is no longer reported as a TDR in calendar years after the year in which the restructuring took place. To be in compliance with its modified terms, a loan that is a TDR must not be in nonaccrual status and must be current or less than 30 days past due on its contractual principal and interest payments under the modified repayment terms. Nonperforming loans secured by real estate totaled $9.2$9.1 million as of SeptemberJune 30, 2019,2020, an increase of $3.6$1.3 million from $5.6$7.8 million at December 31, 2018.2019.

 

A major factor in determining the appropriateness of the allowance for loan and lease losses is the type of collateral which secures the loans. Of the total nonperforming loans at SeptemberJune 30, 2019, 91.9%2020, 93.3% were secured by real estate. Although this does not insure against all losses, real estate typically provides for at least partial recovery, even in a distressed-sale and declining-value environment. The Company’s objective is to minimize the future loss exposure of the Company.

 

The allowance for loan and lease losses to total loans ratio decreasedincreased from 0.75%0.69% as of December 31, 20182019 to 0.70%0.92% as of SeptemberJune 30, 2019.2020.

 

Deposits. The Company considers various sources when evaluating funding needs, including but not limited to deposits, which are a significant source of funds, totaling $1.03$1.16 billion or 90.8%103.9% of the Company’s total average funding sources at SeptemberJune 30, 2019.2020. Total deposits increased $18.3$137.4 million, or 1.8%13.5%, at SeptemberJune 30, 20192020 from $1.02 billion at December 31, 2018.2019. The total increase in deposits is the net of increases in time and interest-bearingnoninterest-bearing demand deposits, of $89.8 million, or 29.8%, and $14.9 million, or 16.2%, respectively, and decreases in noninterest-bearinginterest-bearing demand deposits, savings, and money market deposits of $4.2$79.4 million, or 2.1%41.5%, $40.9$28.9 million, or 18.4%26.8%, $26.5 million, or 13.8%, and $41.3$8.0 million, or 21.0%5.0%, respectively, and a decrease in time deposits of $5.4 million, or 1.5%, at SeptemberJune 30, 2019.2020, as some maturing certificates are not being renewed in the current low interest rate environment. Included in the net increase are $58.8 million of new PPP deposits. The Company uses certain non-core funding instruments in order to grow the balance sheet and maintain liquidity. These deposits, either from a broker or a listing service, were $144.4$54.9 million at SeptemberJune 30, 2019,2020, as compared to $148.8$117.1 million at December 31, 2018. The expansion of net interest margin in the third quarter of 2019 is largely the result of the use of these deposits.2019.


 

Borrowed funds. The Company uses short-term and long-term borrowings as another source of funding for asset growth and liquidity needs. These borrowings primarily include FHLB advances, junior subordinated debt, short-term borrowings from other banks, and federal funds purchased. Short-term borrowings increased $1.6$15.3 million or 1.8%, to $92.0$20.4 million as of SeptemberJune 30, 2019.2020. Other borrowings increased $3.6$4.4 million, or 40.4%34.6%, to $12.4$17.2 million as of SeptemberJune 30, 20192020 from $8.8$12.8 million as of December 31, 2018. This increase is mainly due to the adoption of ASU 2016-02, “Leases (Topic 842)” effective January 1, 2019, which resulted in the recording of financial lease liabilities in the amount of $2.7 million (see Note 9). This quarter, the Company tested its ability to shift off balance sheet liquidity to the balance sheet by borrowing an advance of $80.0 million for one day.2019.

36

 

Stockholders’ equity. Stockholders’ equity increased $7.6$2.9 million, or 5.9%2.1%, to $135.9$140.7 million at SeptemberJune 30, 20192020 from $128.3$137.8 million at December 31, 2018.2019. This growthincrease was the result of increases in retained earnings of $2.1 million, AOCI of $1.9 million, and common stock of $6.8 million, $2.3 million, and $692,000, respectively.$105,000. This increase is net of an increase in treasury stock of $2.2$1.2 million, or 16.5%7.6%, to $15.7$16.9 million as of SeptemberJune 30, 2019,2020, from $13.5$15.7 million as of December 31, 2018.2019. The change in retained earnings is due to the year-to-date net income offset by dividends paid, the change in AOCI is due to fair value adjustments of available-for-sale securities, the change in common stock is due to regular stock grants and dividend reinvestment and purchase plan distributions, and the change in treasury stock is due to the Company repurchasing 49,41658,200 of its outstanding shares during the ninesix months ended SeptemberJune 30, 2019.2020.

The Company suspended its stock repurchase program as a result of the economic slowdown and the focus on capital preservation. The suspension will continue until economic clarity arises and the Company is certain it is the best use of capital.

 

RESULTS OF OPERATIONS

 

General. Net income for the three months ended SeptemberJune 30, 2019,2020, was $3.3$3.0 million, a $35,000,$324,000, or 1.1%9.8%, decrease from the amount earned during the same period in 2018.2019. Diluted earnings per share for the quarter decreased to $1.01,$0.46, compared to $1.02$0.50 from the same period in 2018.2019. Net income for the ninesix months ended SeptemberJune 30, 2019,2020, was $9.6$4.0 million, a $564,000,$2.3 million, or 6.3%36.4%, increasedecrease from the amount earned during the same period in 2018.2019. Diluted earnings per share for this nine-monthsix-month period increaseddecreased to $2.94,$0.62, compared to $2.78 for$0.97 from the same period in 2018.2019.

 

The Company’s annualized return on average assets (“ROA”) and return on average equity (“ROE”) for the quarter were 1.07%0.90% and 9.41%8.56%, respectively, compared with 1.13%1.09% and 10.33%9.79% for the same period in 2018.2019. The Company’s ROA and ROE for the nine-monthsix-month period were 1.06%0.78% and 9.52%5.79%, respectively, compared with 1.06%1.05% and 9.73%9.58% for the same period in 2018.2019.

 

Net interest income. Net interest income, the primary source of revenue for the Company, is determined by the interest rate spread, which is defined as the difference between income on earning assets and the cost of funds supporting those assets, and the relative amounts of interest-earning assets and interest-bearing liabilities. Management periodically adjusts the mix of assets and liabilities, as well as the rates earned or paid on those assets and liabilities, in order to manage and improve net interest income. The level of interest rates and changes in the amount and composition of interest-earning assets and liabilities affect the Company’s net interest income. Management’s goal is to maintain a balance between steady net interest income growth and the risks associated with interest rate fluctuations.

 

Net interest income for the three months ended SeptemberJune 30, 20192020 totaled $10.6$10.7 million, an increase of 3.2%4.4% from that reported in the comparable period of 2018.2019. The net interest margin was 3.72%3.49% for the thirdsecond quarter of 2019, no change2020, a decrease from the 3.72%3.65% reported for the same quarter of 2018. Net interest income for the nine months ended September 30, 2019 totaled $31.1 million, an increase of 3.6% from that reported in the comparable period of 2018. The net interest margin was 3.69% for the nine-month period ended September 30, 2019, down from the 3.77% reported for the comparable period of 2018.2019. The decline in the net interest margin is attributable to a 3956 basis points increasepoint decrease in total interest bearing liabilitiesloans receivable yield along with a 198 basis point decrease in the yield on interest-earning deposits with other banks. This decline was partially offset by an increase in average loan balances of 24$89.8 million or 9.0%. PPP loans reduced the net interest margin for the second quarter by 10 basis points from the first quarter of 2020. Net interest income for the six months ended June 30, 2020 totaled $20.8 million, an increase of 1.3% from that reported in the comparable period of 2019. The net interest margin was 3.56% for the six-month period ended June 30, 2020, a decrease from the 3.67% reported for the comparable period of 2019. The decline in the net interest margin is attributable to a 35 basis point decrease in loans receivable yield along with a 152 basis point decrease in the yield on total interest earning assets for the nine-month period ended September 30, 2019. Netinterest-earning deposits with other banks. This decline was partially offset by an increase in average loan balances of $36.7 million or 3.7%. The Company’s net interest margin continuesmay be subject to compare favorablyfurther decline as a result of the abrupt decrease in interest rates during the first quarter of 2020, the reduced interest income on floating-rate commercial loans, and the business disruptions caused by the COVID-19 pandemic. As the Company is in an asset-sensitive position, reductions in market interest rates have a negative impact on margin as the Company’s interest-earning assets reprice faster than its interest-bearing liabilities. Much of our asset-sensitivity is due to peercommercial and strengthenedconsumer loans that have variable interest rates. Both loan types have floor rates. The benefit of these floors will become more evident in future quarters if the Federal Reserve maintains short-term interest rates at the low level established in March 2020. For the three months ended SeptemberJune 30, 2019, as2020, the decrease in yield on interest-earning deposits with other banks led to a result of$213,000 decline in interest income. The $565,000 overall decrease in interest income was offset by a $1.0 million decrease in interest expense. For the six months ended June 30, 2020, the decrease in yield on interest-earning deposits repricing faster than assets.with other banks led to a $320,000 decline in interest income. The $1.0 million overall decrease in interest income was offset by a $1.3 million decrease in interest expense.

 

Interest and dividend income. Interest and dividend income increased $1.1 million,decreased $565,000, or 8.2%4.1%, for the three months ended SeptemberJune 30, 2019, compared to the same period in the prior year. This is mainly attributable to an increase in interest and fees on loans of $983,000. Interest and dividend income increased $4.2 million, or 11.4%, for the nine months ended September 30, 2019, compared to the same period in the prior year. This is mainly attributable to an increase in interest and fees on loans of $3.9 million.

Interest and fees earned on loans receivable increased $983,000, or 8.3%, for the three months ended September 30, 2019,2020, compared to the same period in the prior year. This is attributable to an increasea decrease in average loan balancesinterest and fees on loans of $38.6 million, accompanied by a 20 basis point increase in the average yield to 5.09%.$425,000. Interest and fees earned on loans receivable increased $3.9dividend income decreased $1.0 million, or 11.4%3.8%, for the ninesix months ended SeptemberJune 30, 2019,2020, compared to the same period in the prior year. This is attributable to a decrease in interest and fees on loans of $835,000.

37

Interest and fees earned on loans receivable decreased $425,000, or 3.3%, for the three months ended June 30, 2020, compared to the same period in the prior year. This is attributable to a 56 basis point decrease in the average yield to 4.53%, partially offset by an increase in average loan balances of $59.8 million, accompanied by$89.8 million. Interest and fees earned on loans receivable decreased $835,000, or 3.3%, for the six months ended June 30, 2020, compared to the same period in the prior year. This is attributable to a 2335 basis point increasedecrease in the average yield to 5.08%.4.73%, partially offset by an increase in average loan balances of $36.7 million. The increase in the average loan balance is due in part to the issuance of PPP loans in 2020, the related income of which was $927,000 as of June 30, 2020.

 

Net interest earned on securities increased by $54,000$73,000 for the three months ended SeptemberJune 30, 20192020 when compared to the same period in the prior year. The average balance of investment securities increased $4.4$8.7 million, or 4.3%8.8%, while the 3.80%3.76% yield on the investment portfolio increased by 136 basis points, from 3.67%3.70%, for the same period in the prior year. Net interest earned on securities increased by $151,000$115,000 for the ninesix months ended SeptemberJune 30, 20192020 when compared to the same period in the prior year. The average balance of investment securities increased $4.2$8.6 million, or 4.4%8.7%, while the 3.80%3.69% yield on the investment portfolio increaseddecreased by 132 basis points, from 3.67%3.71%, for the same period in the prior year.

 


 

Interest expense. Interest expense increased $729,000,decreased $1.0 million, or 28.3%29.6%, for the three months ended SeptemberJune 30, 2019,2020, compared to the same period in the prior year. The increasedecrease is attributable to increasesa decrease in the average balancesbalance of certificates of deposit,deposits of $40.7 million, or 10.4%, and is further attributable to decreases of 214, 48, 47, and 35 basis points in short-term borrowings, savings, money market deposits, and interest-bearing demand deposits of $103.1 million, or 35.4%, $10.0 million, or 6.8%, and $3.6 million, or 3.6%, respectively. This increase was accompanied by increases in costs of 115, 44, 34, and 2 basis points for the average balances of short-term borrowings, money market deposits, certificates of deposit, and interest-bearing demand deposits respectively. The overallcost. This decrease was partially offset by an increase in deposits was utilized to pay down short-term borrowings, the average balance of which decreased by $51.2short-term borrowings of $42.6 million, or 90.9%319.2%. Interest expense increased $3.1decreased $1.3 million, or 44.9%19.4%, for the ninesix months ended SeptemberJune 30, 2019,2020, compared to the same period in the prior year. The increasedecrease is attributable to increasesdecreases in the average balances of certificates of deposit, money market deposits, and interest-bearing demand deposits of $91.4 million, or 33.0%, $24.1 million, or 16.5%, and $5.0 million, or 5.3%, respectively. This increase was accompanied by increases in costs of 58, 55, 47, 37, 14, and 3 basis points for the average balances of money market deposits and savings deposits of $15.8 million, or 8.9%, and $10.6 million, or 5.3%, respectively. This decrease is further attributable to decreases in costs of 204, 90, 40, 33, and 21 basis points in short-term borrowings, certificates of deposit, other borrowings, savings, money market deposits, and interest-bearing demandcertificates of deposits respectively. The overallcosts. This decrease was partially offset by an increase in deposits was utilized to pay down short-term borrowings and other borrowings, the average balance of which decreased by $34.9short-term borrowings of $11.0 million, or 66.0%,45.2%.

The decreases in costs were primarily due to decreasing interest rates on all deposit products in response to the unprecedented decrease in the targeted federal funds rate in March 2020. The COVID-19 pandemic could result in lower levels of deposits in future periods, which could decrease our average interest-bearing deposits for the remainder of 2020. Also, as a result of the reductions in the targeted federal funds interest rate, as well as the impact of the COVID-19 pandemic, we expect that our net interest income and $5.2 million, or 28.3%, respectively.   net interest margin could decrease in future periods.

 

Provision for loan losses. The provision for loan losses represents the charge to income necessary to adjust the allowance for loan and lease losses to an amount that represents management’s assessment of the estimated probable incurred credit losses inherent in the loan portfolio. Each quarter, management performs a review of estimated probable incurred credit losses in the loan portfolio. Based on this review, a provision for loan losses of $80,000$1.0 million was recorded for the quarter ended SeptemberJune 30, 2019, a decrease2020, an increase of $130,000, or 61.9%,$890,000 from the quarter ended SeptemberJune 30, 2018.2019. A provision for loan losses of $430,000$3.7 million was recorded for the nine-monthsix-month period ended SeptemberJune 30, 2019, a decrease2020, an increase of $200,000, or 31.7%,$3.4 million from the same period in 2018. 2019. The Company remains confident in the conservative and disciplined approach to credit and risk management. However, the economic challenges caused by the COVID-19 crisis has an immediate impact on credit quality.

At June 30, 2020, we considered the effect of the economic shutdown to combat COVID-19 on our borrowers and local economy. Although stimulus and mitigation efforts are expected to reduce the impact, we believe a 20 basis point increase to the economic qualitative factor was warranted. Most of the increased provision is the result of increases to the current economic condition’s qualitative factors. The impact of those increases for the six months ended June 30, 2020 is (in thousands):

Commercial real estate:

    

Owner occupied

 $191 

Non-owner occupied

  542 

Multifamily

  63 

Residential real estate

  458 

Commercial and industrial

  646 

Home equity lines of credit

  228 

Construction and other

  112 

Consumer installment

  8 

Total

 $2,248 

38

Nonperforming loans were $10.0$9.8 million, or 1.01%.88%, of total loans at SeptemberJune 30, 20192020 compared with $7.3$10.7 million, or 0.75%1.07%, at SeptemberJune 30, 2018.2019. For the three months ended SeptemberJune 30, 2019,2020, net loan charge-offs totaled $383,000,$34,000, or 0.15%0.01% of average loans, compared to net charge-offs of $218,000, or 0.09% of average loans,$12,000, for the thirdsecond quarter of 2018.2019. For the ninesix months ended SeptemberJune 30, 2019,2020, net loan charge-offs totaled $857,000,$298,000, or 0.11%0.06% of average loans, compared to net charge-offs of $326,000,$474,000, or 0.05%,0.10% of average loans, for the same period in 2018.2019.

 

Noninterest income. Noninterest income increased $157,000,$196,000, or 16.6%15.1%, for the three months ended SeptemberJune 30, 20192020 over the comparable 20182019 period. This increase was the result of increasesan increase in gains on sale of loans of $283,000, or 288.8%, partially offset by a decrease in investment securities gains on sale, net, of $190,000. The increase in gains on sale of loans is due to an increase in refinancing of mortgages due to a decrease in rates. Noninterest income increased $138,000, or 5.7%, during the six months ended June 30, 2020 over the comparable 2019 period. This increase was the result of an increase in gains on sale of loans of $338,000, or 215.3%, partially offset by decreases in investment securities gains on sale, net, and in service chargesgains on deposit accountsequity securities (Note 7) of $85,000, or 197.7%,$190,000, and $80,000, or 16.3%,$173,000, respectively. The increase in gains on sale of loans is due to an increase in saleable loans being sold during the quarter, and the increasethis time period. The decrease in service charges on deposit accounts is due to an increase in fees assessed for statement printing services. Noninterest income increased $785,000, or 28.5%, for the nine months ended September 30, 2019 over the comparable 2018 period. This increase was the result of an increase in other income, investment securities gains on sale and service charges on deposit accounts of $306,000, $194,000, and $193,000, respectively. The increase in other income is due to increases in revenue from investment services and income received from recoveries on acquired student loans.no available-for-sale securities being sold during the second quarter of 2020.

 

Noninterest expense.  Noninterest expense of $7.7 million for the thirdsecond quarter 20192020 was 8.2%2.8%, or $581,000,$207,000, higher than the thirdsecond quarter of 2018. Salaries and employee benefits and data2019.  Data processing costs and other expenses increased $433,000,$135,000, or 11.3%24.6%, and $99,000,$70,000, or 20.6%7.2%, respectively. These increases were offset by a decrease in federal deposit insurance expense of $150,000, or 100.0%. The salary increase is mostly due to annual pay adjustments and an increase in employees.  The increase in data processing costs is due to new and increased costs of processing agreements.  The decreaseincrease in federal deposit insuranceother expense is due to the Company being determined to be eligible for small bank assessment credits.increases in directors' fees, miscellaneous loan expenses, sundry gains and losses, and pandemic response-related expenses.  Noninterest expense of $22.7$14.9 million for the nine-monthsix-month period ended SeptemberJune 30, 20192020 was 5.4%0.3%, or $1.2 million, higher$41,000, lower than the same period in 2018. Salaries and employee benefits, data2019.  Data processing costs and Ohio state franchise tax,other expense increased $790,000,$336,000, or 6.8%, $234,000, or 17.2%33.1%, and $179,000,$264,000, or 29.7%14.3%, respectively.  These increases were offset by decreasesa decrease in federal deposit insurance expensesalaries and advertising expenseemployee benefits of $220,000,$602,000, or 48.9%, and $89,000, or 12.8%, respectively. The salary increase is mostly due to annual pay adjustments and an increase in employees.7.3%.  The increase in data processing costs is due to new and increased costs of processing agreements, and the increase in Ohio state franchise taxother expense is due to increases in miscellaneous loan expenses, postage, sundry gains and losses, and fewer offsetting gains on sales of OREO properties.  The decrease in salary expense is due to the increasevaluation adjustment for share-based compensation liability (see Note 3), as well as a decrease in the Company’s franchise value.   profit sharing expense recorded.

 

Provision for income taxes. The Company recognized $661,000$565,000 in income tax expense, which reflected an effective tax rate of 16.8%16.0% for the three months ended SeptemberJune 30, 2019,2020, as compared to $593,000$686,000 with an effective tax rate of 15.2%17.3% for the comparable 20182019 period. The Company recognized $2.0 million$639,000 in income tax expense, which reflected an effective tax rate of 17.0%13.8% for the ninesix months ended SeptemberJune 30, 2019,2020, as compared to $1.6$1.3 million with an effective tax rate of 15.1%17.1% for the comparable 20182019 period. The decrease in the effective tax rate is due to the reduction of net income.

 


39

 

Average Balance Sheet and Yield/Rate Analysis. The following table sets forth, for the periods indicated, information concerning the total dollar amounts of interest income from interest-earning assets and the resultant average yields, the total dollar amounts of interest expense on interest-bearing liabilities and the resultant average costs, net interest income, interest rate spread and the net interest margin earned on average interest-earning assets. For purposes of this table, average balances are calculated using monthly averages and the average loan balances include nonaccrual loans and exclude the allowance for loan and lease losses, and interest income includes accretion of net deferred loan fees. Yields on tax-exempt securities and loans (tax exempt for federal income tax purposes) are shown on a fully tax-equivalent basis utilizing a federal tax rate of 21%. Yields and rates have been calculated on an annualized basis utilizing monthly interest amounts.

 

 

For the Three Months Ended September 30,

  

For the Three Months Ended June 30,

 
 

2019

  

2018

  

2020

  

2019

 
              
 

Average

      

Average

  

Average

      

Average

  

Average

   

Average

 

Average

   

Average

 

(Dollars in thousands)

 

Balance

  

Interest

  

Yield/Cost

  

Balance

  

Interest

  

Yield/Cost

  

Balance

  

Interest

  

Yield/Cost

  

Balance

  

Interest

  

Yield/Cost

 

Interest-earning assets:

                         

Loans receivable (3)

 $998,183  $12,804   5.09% $959,576  $11,821   4.89% $1,092,095  $12,281  4.53% $1,002,346  $12,706  5.09%

Investment securities (3)

  104,878   819   3.80%  100,518   765   3.67% 107,765  840  3.76% 99,022  767  3.70%

Interest-earning deposits with other banks (4)

  44,925   262   2.31%  49,517   243   1.95%  58,541   34   0.23%  44,747   247   2.21%

Total interest-earning assets

  1,147,986   13,885   4.86%  1,109,611   12,829   4.65% 1,258,401   13,155  4.27% 1,146,115   13,720  4.86%

Noninterest-earning assets

  60,261           53,237           62,976        61,267      

Total assets

 $1,208,247          $1,162,848          $1,321,377       $1,207,382      

Interest-bearing liabilities:

                         

Interest-bearing demand deposits

 $104,212  $103   0.39% $100,605  $94   0.37% $129,917  $112  0.35% $98,929  $88  0.36%

Money market deposits

  157,691   568   1.43%  147,702   367   0.99% 164,434  381  0.93% 159,705  558  1.40%

Savings deposits

  196,187   337   0.68%  214,300   366   0.68% 198,967  104  0.21% 195,451  336  0.69%

Certificates of deposit

  394,381   2,165   2.18%  291,251   1,351   1.84% 350,298  1,739  2.00% 390,997  2,295  2.35%

Short-term borrowings

  5,156   42   3.23%  56,348   296   2.08% 55,973  32  0.23% 13,354  79  2.37%

Other borrowings

  12,397   92   2.94%  12,512   104   3.30%  15,615   62   1.60%  12,489   95   3.05%

Total interest-bearing liabilities

  870,024   3,307   1.51%  822,718   2,578   1.24% 915,204   2,430  1.07% 870,925   3,451  1.59%

Noninterest-bearing liabilities:

                         

Noninterest-bearing demand deposits

  197,015          $210,746          262,575       198,234      

Other liabilities

  3,365           2,519          4,311       3,387      

Stockholders' equity

  137,843           126,865           139,287        134,836      

Total liabilities and stockholders' equity

 $1,208,247          $1,162,848          $1,321,377       $1,207,382      

Net interest income

     $10,578          $10,251         $10,725       $10,269    

Interest rate spread (1)

          3.35%          3.41%      3.20%      3.27%

Net interest margin (2)

          3.72%          3.72%      3.49%      3.65%

Ratio of average interest-earning assets to average interest-bearing liabilities

          131.95%          134.87%      137.50%      131.60%

 



(1) Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(2) Net interest margin represents net interest income as a percentage of average interest-earning assets.

(3) Tax-equivalent adjustments to calculate the yield on tax-exempt securities and loans were $185$190 and  $164$168 for the three months ended SeptemberJune 30, 20192020 and 2018,2019, respectively.

(4) Includes dividends received on restricted stock.

 


40

 

Analysis of Changes in Net Interest Income. The following table analyzes the changes in interest income and interest expense, between the three-month periods ended SeptemberJune 30, 20192020 and 2018,2019, in terms of: (1) changes in volume of interest-earning assets and interest-bearing liabilities and (2) changes in yields and rates. The table reflects the extent to which changes in the Company’s interest income and interest expense are attributable to changes in rate (change in rate multiplied by prior period volume), changes in volume (changes in volume multiplied by prior period rate) and changes attributable to the combined impact of volume/rate (change in rate multiplied by change in volume). The changes attributable to the combined impact of volume/rate are allocated on a consistent basis between the volume and rate variances.

 

 

2019 versus 2018

  

2020 versus 2019

 
             
 

Increase (decrease) due to

  

Increase (decrease) due to

 

(Dollars in thousands)

 

Volume

  

Rate

  

Total

  

Volume

  

Rate

  

Total

 
             

Interest-earning assets:

                   

Loans receivable

 $476  $507  $983  $1,136  $(1,561) $(425)

Investment securities

  40   14   54  80  (7) 73 

Interest-earning deposits with other banks

  (23)  42   19   76   (289)  (213)

Total interest-earning assets

  493   563   1,056   1,292   (1,857)  (565)
             
             

Interest-bearing liabilities:

                   

Interest-bearing demand deposits

  3   6   9  28  (4) 24 

Money market deposits

  25   176   201  16  (193) (177)

Savings deposits

  (31)  2   (29) 6  (238) (232)

Certificates of deposit

  478   336   814  (238) (318) (556)

Short-term borrowings

  (269)  15   (254) 251  (298) (47)

Other borrowings

  (1)  (11)  (12)  24   (57)  (33)

Total interest-bearing liabilities

  205   524   729   87   (1,108)  (1,021)
             
             

Net interest income

 $288  $39  $327  $1,205  $(749) $456 

 


41

 

Average Balance Sheet and Yield/Rate Analysis. The following table sets forth, for the periods indicated, information concerning the total dollar amounts of interest income from interest-earning assets and the resultant average yields, the total dollar amounts of interest expense on interest-bearing liabilities and the resultant average costs, net interest income, interest rate spread and the net interest margin earned on average interest-earning assets. For purposes of this table, average balances are calculated using monthly averages and the average loan balances include nonaccrual loans and exclude the allowance for loan and lease losses, and interest income includes accretion of net deferred loan fees. Yields on tax-exempt securities and loans (tax exempt for federal income tax purposes) are shown on a fully tax-equivalent basis utilizing a federal tax rate of 21%. Yields and rates have been calculated on an annualized basis utilizing monthly interest amounts.

 

 

For the Nine Months Ended September 30,

 
 

2019

  

2018

  

For the Six Months Ended June 30,

 
              

2020

  

2019

 
 

Average

      

Average

  

Average

      

Average

  

Average

   

Average

 

Average

   

Average

 

(Dollars in thousands)

 

Balance

  

Interest

  

Yield/Cost

  

Balance

  

Interest

  

Yield/Cost

  

Balance

  

Interest

  

Yield/Cost

  

Balance

  

Interest

  

Yield/Cost

 

Interest-earning assets:

                         

Loans receivable (3)

 $1,000,291  $37,998   5.08% $940,468  $34,109   4.85% $1,038,064  $24,359  4.73% $1,001,344  $25,194  5.08%

Investment securities (3)

  100,461   2,330   3.80%  96,222   2,179   3.67% 106,829  1,626  3.69% 98,253  1,511  3.71%

Interest-earning deposits with other banks (4)

  44,985   761   2.26%  44,207   610   1.84%  50,129   179   0.72%  45,015   499   2.24%

Total interest-earning assets

  1,145,737   41,089   4.86%  1,080,897   36,898   4.62% 1,195,022   26,164  4.47% 1,144,612   27,204  4.85%

Noninterest-earning assets

  60,695           53,388           63,990        60,912      

Total assets

 $1,206,432          $1,134,285          $1,259,012       $1,205,524      

Interest-bearing liabilities:

                         

Interest-bearing demand deposits

 $100,822  $263   0.35% $95,784  $231   0.32% $121,804  229  0.38% $96,594  $160  0.33%

Money market deposits

  170,544   1,880   1.47%  146,420   981   0.90% 161,221  934  1.17% 176,970  1,313  1.50%

Savings deposits

  199,829   1,090   0.73%  215,165   941   0.58% 191,052  331  0.35% 201,650  753  0.75%

Certificates of deposit

  368,540   6,162   2.24%  277,145   3,650   1.76% 362,082  3,707  2.06% 355,620  3,996  2.27%

Short-term borrowings

  17,967   334   2.49%  52,893   764   1.93% 35,390  67  0.38% 24,372  292  2.42%

Other borrowings

  13,114   283   2.89%  18,282   344   2.52%  14,159   138   1.96%  13,473   191   2.86%

Total interest-bearing liabilities

  870,816   10,012   1.54%  805,689   6,911   1.15% 885,708   5,406  1.23% 868,679   6,705  1.56%

Noninterest-bearing liabilities:

                         

Noninterest-bearing demand deposits

  196,871           201,994          228,993       199,332      

Other liabilities

  4,369           2,904          5,024       4,870      

Stockholders' equity

  134,376           123,698           139,287        132,643      

Total liabilities and stockholders' equity

 $1,206,432          $1,134,285          $1,259,012       $1,205,524      

Net interest income

     $31,077          $29,987         $20,758       $20,499    

Interest rate spread (1)

          3.32%          3.47%      3.24%      3.29%

Net interest margin (2)

          3.69%          3.77%      3.56%      3.67%

Ratio of average interest-earning assets to average interest-bearing liabilities

          131.57%          134.16%      134.92%      131.76%

 



(1) Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(2) Net interest margin represents net interest income as a percentage of average interest-earning assets.

(3) Tax-equivalent adjustments to calculate the yield on tax-exempt securities and loans were $523$379 and  $461$338 for the ninesix months ended SeptemberJune 30, 20192020 and 2018,2019, respectively.

(4) Includes dividends received on restricted stock.

 


42

 

Analysis of Changes in Net Interest Income. The following table analyzes the changes in interest income and interest expense, between the nine-monthsix-month periods ended SeptemberJune 30, 20192020 and 2018,2019, in terms of: (1) changes in volume of interest-earning assets and interest-bearing liabilities and (2) changes in yields and rates. The table reflects the extent to which changes in the Company’s interest income and interest expense are attributable to changes in rate (change in rate multiplied by prior period volume), changes in volume (changes in volume multiplied by prior period rate) and changes attributable to the combined impact of volume/rate (change in rate multiplied by change in volume). The changes attributable to the combined impact of volume/rate are allocated on a consistent basis between the volume and rate variances.

 

 

2019 versus 2018

  

2020 versus 2019

 
             
 

Increase (decrease) due to

  

Increase (decrease) due to

 

(Dollars in thousands)

 

Volume

  

Rate

  

Total

  

Volume

  

Rate

  

Total

 
             

Interest-earning assets:

                   

Loans receivable

 $2,170  $1,719  $3,889  $928  $(1,763) $(835)

Investment securities

  116   35   151  158  (43) 115 

Interest-earning deposits with other banks

  11   140   151   57   (377)  (320)

Total interest-earning assets

  2,297   1,894   4,191   1,143   (2,183)  (1,040)
             
             

Interest-bearing liabilities:

                   

Interest-bearing demand deposits

  12   20   32  41  28  69 

Money market deposits

  162   737   899  (117) (262) (379)

Savings deposits

  (67)  216   149  (40) (382) (422)

Certificates of deposit

  1,204   1,308   2,512  73  (362) (289)

Short-term borrowings

  (504)  74   (430) 133  (358) (225)

Other borrowings

  (97)  36   (61)  10   (63)  (53)

Total interest-bearing liabilities

  710   2,391   3,101   100   (1,399)  (1,299)
             
             

Net interest income

 $1,587  $(497) $1,090  $1,043  $(784) $259 

43

 

LIQUIDITYLIQUIDITY

 

Management's objective in managing liquidity is maintaining the ability to continue meeting the cash flow needs of banking customers, such as borrowings or deposit withdrawals, as well as the Company’s own financial commitments. The principal sources of liquidity are net income, loan payments, maturing and principal reductions on securities and sales of securities available for sale, federal funds sold and cash and deposits with banks. The Company introducedoffers a new line of retail deposit products during the second quarter of 2019. These products were created to more closely align with customer expectations while expanding the Company’s core funding base. Along with its liquid assets, the Company has additional sources of liquidity available to ensure that adequate funds are available as needed. These include, but are not limited to, the purchase of federal funds, the ability to borrow funds under line of credit agreements with correspondent banks and a borrowing agreement with the Federal Home Loan Bank of Cincinnati (the “FHLB”), and the adjustment of interest rates to obtain depositors. Management believes the Company has the capital adequacy, profitability and reputation to meet the current and projected needs of its customers.

 

At June 30, 2020, additional borrowing capacity at the FHLB was $383.3 million, as compared to $273.4 million at December 31, 2020. This increase was the result of collateralizing additional assets. For the ninesix months ended SeptemberJune 30, 2019,2020, wholesale funding decreased $52.2 million. The Company also has the option of borrowing from the Federal Reserve discount window with any assets not currently pledged elsewhere. Management believes that the combination of high levels of potentially liquid assets, cash flows from operations, and additional borrowing capacity provided Middlefield Bank with strong liquidity as of June 30, 2020. Management plans to continually monitor liquidity in future periods to look for signs of stress resulting from the COVID-19 pandemic.

For the six months ended June 30, 2020, the adjustments to reconcile net income to net cash from operating activities consisted mainly of depreciation and amortization of premises and equipment and software, the provision for loan losses, net amortization of securities, earnings on bank-owned life insurance, accretion of net deferred loan fees, and net changes in other assets and liabilities. For a more detailed illustration of sources and uses of cash, refer to the Condensed Consolidated Statements of Cash Flows.


 

INFLATION

 

Substantially all of the Company's assets and liabilities relate to banking activities and are monetary in nature. The consolidated financial statements and related financial data are presented in accordance with GAAP. GAAP currently requires the Company to measure the financial position and results of operations in terms of historical dollars, with the exception of securities available for sale, impaired loans and other real estate loans that are measured at fair value. Changes in the value of money due to rising inflation can cause purchasing power loss.

 

Management's opinion is that movements in interest rates affect the financial condition and results of operations to a greater degree than changes in the rate of inflation. It should be noted that interest rates and inflation do affect each other, but do not always move in correlation with each other. The Company's ability to match the interest sensitivity of its financial assets to the interest sensitivity of its liabilities in its asset/liability management may tend to minimize the effect of changes in interest rates on the Company's performance.

 

REGULATORY MATTERS

 

The Company is subject to the regulatory requirements of the Federal Reserve System as a bank holding company. The bank subsidiary is subject to regulations of the Federal Deposit Insurance Corporation (“FDIC”) and the Ohio Division of Financial Institutions.

 

The Federal Reserve Board and the FDIC have extensive authority to prevent and to remedy unsafe and unsound practices and violations of applicable laws and regulations by institutions and holding companies. The agencies may assess civil money penalties, issue cease-and-desist or removal orders, seek injunctions, and publicly disclose those actions. In addition, the Ohio Division of Financial Institutions possesses enforcement powers to address violations of Ohio banking law by Ohio-chartered banks.

 

44

 

REGULATORY CAPITAL REQUIREMENTS

 

Financial institution regulators have established guidelines for minimum capital ratios for banks, thrifts and bank and thrift holding companies. The net unrealized gain or loss on available-for-sale securities is generally not included in computing regulatory capital. In order to avoid limitations on capital distributions, including dividend payments, Middlefield Bank and the Company must each hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The implementation of the capital ratio buffer began January 1, 2016 at the 0.625% level and has been fully phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reached 2.5% on January 1, 2019). Within the tabular presentation that follows is the adequately capitalized ratio plus capital conservation buffer that includes the fully phased-in 2.50% buffer.

 

Middlefield Bank and the Company met each of the well-capitalized ratio guidelines at SeptemberJune 30, 2019.2020. The following table indicates the capital ratios for Middlefield Bank and Company at SeptemberJune 30, 20192020 and December 31, 2018.2019.

 

 

As of June 30, 2020

 
 

As of September 30, 2019

    

Tier 1 Risk

 

Common

 

Total Risk

 
 

Leverage

  

Tier 1 Risk

Based

  

Common

Equity Tier 1

  

Total Risk

Based

  

Leverage

  Based  Equity Tier 1  Based 

The Middlefield Banking Company

  9.97%  11.68%  11.68%  12.37% 9.64% 11.13% 11.13% 12.04%

Middlefield Banc Corp.

  10.46%  12.24%  11.45%  12.93% 10.28% 11.34% 10.63% 12.24%

Adequately capitalized ratio

  4.00%  6.00%  4.50%  8.00% 4.00% 6.00% 4.50% 8.00%

Adequately capitalized ratio plus fully phased-in capital conservation buffer

  4.00%  8.50%  7.00%  10.50% 4.00% 8.50% 7.00% 10.50%

Well-capitalized ratio (Bank only)

  5.00%  8.00%  6.50%  10.00% 5.00% 8.00% 6.50% 10.00%

 


  

As of December 31, 2019

 
      

Tier 1 Risk

  

Common

  

Total Risk

 
  

Leverage

  Based  Equity Tier 1  Based 

The Middlefield Banking Company

  10.35%  12.12%  12.12%  12.79%

Middlefield Banc Corp.

  10.23%  12.56%  11.77%  13.23%

Adequately capitalized ratio

  4.00%  6.00%  4.50%  8.00%

Adequately capitalized ratio plus fully phased-in capital conservation buffer

  4.00%  8.50%  7.00%  10.50%

Well-capitalized ratio (Bank only)

  5.00%  8.00%  6.50%  10.00%

 

  

As of December 31, 2018

 
  

Leverage

  

Tier 1 Risk

Based

  

Common

Equity Tier 1

  

Total Risk

Based

 

The Middlefield Banking Company

  9.60%  11.09%  11.09%  11.83%

Middlefield Banc Corp.

  10.26%  11.83%  11.03%  12.57%

Adequately capitalized ratio

  4.00%  6.00%  4.50%  8.00%

Adequately capitalized ratio plus fully phased-in capital conservation buffer

  4.00%  8.50%  7.00%  10.50%

Well-capitalized ratio (Bank only)

  5.00%  8.00%  6.50%  10.00%

While we believe that Middlefield Bank is well prepared to weather the COVID-19 global pandemic, Middlefield Bank’s regulatory capital ratios could be adversely affected by credit losses and other adverse consequences associated with the pandemic.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

ASSET AND LIABILITY MANAGEMENT

 

The primary objective of the Company’s asset and liability management function is to maximize the Company’s net interest income while simultaneously maintaining an acceptable level of interest rate risk given the Company’s operating environment, capital and liquidity requirements, performance objectives and overall business focus. The principal determinant of the exposure of the Company’s earnings to interest rate risk is the timing difference between the re-pricing or maturity of interest-earning assets and the re-pricing or maturity of interest-bearing liabilities. The Company’s asset and liability management policies are designed to decrease interest rate sensitivity primarily by shortening the maturities of interest-earning assets while at the same time extending the maturities of interest-bearing liabilities. The Board of Directors of the Company continues to believe in a strong asset/liability management process in order to insulate the Company from material and prolonged increases in interest rates.

 

The Company’s Board of Directors has established an Asset and Liability Management Committee consisting of outside directors and senior management. This committee, which meets quarterly, generally monitors various asset and liability management policies and strategies.

45

 

Interest Rate Sensitivity Simulation Analysis

 

The Company engages an external consultant to facilitate income simulation modeling on a quarterly basis. This modeling measures interest rate risk and sensitivity. The Asset and Liability Management Committee of the Company believes the various rate scenarios of the simulation modeling enable the Company to more accurately evaluate and manage the exposure of interest rate fluctuations on net interest income, the yield curve, various loan and mortgage-backed security prepayments, and deposit decay assumptions.

 

Earnings simulation modeling and assumptions about the timing and volatility of cash flows are critical in net portfolio equity valuation analysis. Particularly important are the assumptions driving mortgage prepayments and expected attrition of the core deposit portfolios. These assumptions are based on the Company’s historical experience and industry standards and are applied consistently across all rate risk measures.

 

The Company has established the following guidelines for assessing interest rate risk:

 

Net interest income simulation (“NII”) - Projected net interest income over the next twelve months will not be reduced by more than 10% given a gradual shift (i.e., over 12 months) in interest rates of up to 200 basis points (+ or -) and assuming no balance sheet growth.

 

Portfolio equity simulation - Portfolio equity is the net present value of the Company’s existing assets and liabilities. The Company uses an Economic Value of Equity (“EVE”) analysis which shows the estimated changes in portfolio equity taking certain long-term shock rates into consideration. Given a 200 basis point immediate and permanent increase in market interest rates, portfolio equity may not correspondingly decrease or increase by more than 20% of stockholders’ equity. Given a 100 basis point immediate and permanent decrease in market interest rates, portfolio equity may not correspondingly decrease or increase by more than 10% of stockholders’ equity.

 


The following table presents the simulated impact of a 200 basis point upward or 100 basis point downward shift of market interest rates on net interest income, and the change in portfolio equity. This analysis was done assuming the interest-earning asset and interest-bearing liability levels at SeptemberJune 30, 20192020 and December 31, 20182019 remained constant. The impact of the market rate movements was developed by simulating the effects of rates changing gradually over a one-year period from the SeptemberJune 30, 20192020 and December 31, 20182019 levels for net interest income and portfolio equity. The impact of market rate movements was developed by simulating the effects of an immediate and permanent change in rates at SeptemberJune 30, 20192020 and December 31, 20182019 for portfolio equity:  

 

  

September 30, 2019

  

December 31, 2018

 

Change in Rates

 

% Change in NII

  

% Change in EVE

  

% Change in NII

  

% Change in EVE

 

+200bp

  0.10

%

  22.80

%

  (0.12

%)

  12.40

%

-100bp

  (1.50

%)

  (26.90

%)

  (1.56

%)

  (17.20

%)

  

June 30, 2020

  

December 31, 2019

 

Change in Rates

 

% Change in NII

  

% Change in EVE

  

% Change in NII

  

% Change in EVE

 

+200bp

  (0.30

)%

  4.90

%

  0.20

%

  6.20

%

-100bp

  0.20

%

  (17.50

)%

  (0.60

)%

  (9.40

)%

 

CRITICAL ACCOUNTING ESTIMATES

 

The Company’s critical accounting estimates involving the more significant judgments and assumptions used in the preparation of the consolidated financial statements as of SeptemberJune 30, 2019,2020, have remained unchanged from December 31, 2018.2019.

 

Item 4. Controls and Procedures

 

Controls and Procedures Disclosure

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this quarterly report, an evaluation was carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are, to the best of their knowledge, effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were no significant changes in internal control or in other factors that could significantly affect the Company’s internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

46

A material weakness is a significant deficiency (as defined in Public Company Accounting Oversight Board Auditing Standard No. 2), or a combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by management or employees in the normal course of performing their assigned functions.

 

Changes in Internal Control over Financial Reporting

 

There have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscal quarter 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

 

From time to time, the Company and MBC may be involved in litigation relating to claims arising out of their normal course of business. Currently, the Company and MBC are not involved in any legal proceedings the outcome of which, in management’s opinion, would be material to their financial condition or results of operations.

 

Item 1a. There are noRisk Factors

In addition to the other information contained in this Quarterly Report on Form 10-Q, the following risk factor represents material changesupdates and additions to the risk factors set forthpreviously disclosed in Part I, Item 1A, “Risk Factors,” of the Company’sour Annual

Report on Form 10-K for the fiscal year ended December 31, 2018. Please refer2019 as filed with the Securities and Exchange Commission. Additional risks not presently known to us, or that section for disclosures regardingwe currently deem immaterial, may also adversely affect our business, financial condition or results of operations. Further, to the extent that any of the information contained in this Quarterly Report on Form 10-Q constitutes forward-looking statements, the risk factor set forth below also is a cautionary statement identifying important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of us.

 risks

The economic impact of the novel COVID-19 outbreak could adversely affect our financial condition and uncertaintiesresults of operations.

In December 2019, a novel coronavirus (COVID-19) was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. On March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have ordered non-essential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, more than 32 million people have filed claims for unemployment. In response to the COVID-19 outbreak, the Federal Reserve Board has reduced the benchmark federal funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. Various state governments and federal agencies have encouraged lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies encouraged financial institutions to prudently work with affected borrowers and issued guidance providing relief from reporting loan classifications due to modifications related to the Company’sCOVID-19 outbreak. Certain industries have been particularly hard-hit, including the travel and hospitality industry, the restaurant industry and the retail industry. Finally, the spread of the coronavirus has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.

47

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when COVID-19 can be controlled and when and how the economy may be reopened. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

demand for our products and services may decline, making it difficult to increase our assets and income;

if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, nonperforming assets, and foreclosures may increase, resulting in increased loan charge-offs and additions to loan loss reserves and reduced income;

collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;

our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;

the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;

as the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;

a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend;

we rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us; and

Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs for bank failures.

Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations and prospects.

 

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

 

 Details of repurchases of Company common stock during the third quarter of 2019 are included in the following table:None 

2019 period

In thousands, except per share data

Total shares purchased  Average price paid per share 

Total shares purchased as

part of a publicly announced

program (a)

 

Maximum number of shares

that may yet be purchased

under the program
 
                 

July 1-31

  -  $-   -   132,253 

August 1-31

  31,669  $48.04   31,669   100,584 

September 1-30

  -  $-   -   100,584 

Total

  31,669  $48.04         

(a)

On April 16, 2019, the Company announced that the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to 150,000 shares of its common stock in the open market or in privately negotiated transactions, subject to market and other conditions (the “Program”). The Program may be modified, suspended or terminated by the Company at any time. Repurchases are made in open market or privately negotiated transactions and the timing and exact amount of common stock repurchases will depend on a number of factors including, among others, market and general economic conditions, regulatory capital considerations, alternative uses of capital, the potential impact on our credit ratings, and contractual and regulatory limitations, including the results of the supervisory assessment of capital adequacy and capital planning processes undertaken by the Federal Reserve as part of the Comprehensive Capital Analysis and Review process.

 

Item 3. Defaults by the Company on its Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

N/A

 

Item 5. Other information

 

None

 


48

 

Item 6.    Exhibits

 

Exhibit list for Middlefield Banc Corp.’s Form 10-Q Quarterly Report for the Period Ended SeptemberJune 30, 20192020

 

Exhibit

Number

Description

 

Location

3.1

Second Amended and Restated Articles of Incorporation of Middlefield Banc Corp., as amended

 

Incorporated by reference to Exhibit 3.1 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2005, filed on March 29, 2006

 

 

 

 

3.2

Regulations of Middlefield Banc Corp.

 

Incorporated by reference to Exhibit 3.2 of Middlefield Banc Corp.’s registration statement on Form 10 filed on April 17, 2001

 

 

 

 

4

Specimen stock certificate

 

Incorporated by reference to Exhibit 4 of Middlefield Banc Corp.’s registration statement on Form 10 filed on April 17, 2001

 

 

 

 

4.1

Amended and Restated Trust Agreement, dated as of December 21, 2006, between Middlefield Banc Corp., as Depositor, Wilmington Trust Company, as Property trustee, Wilmington Trust Company, as Delaware Trustee, and Administrative Trustees

 

Incorporated by reference to Exhibit 4.1 of Middlefield Banc Corp.’s Form 8-K Current Report filed on December 27, 2006

 

 

 

 

4.2

Junior Subordinated Indenture, dated as of December 21, 2006, between Middlefield Banc Corp. and Wilmington Trust Company

 

Incorporated by reference to Exhibit 4.2 of Middlefield Banc Corp.’s Form 8-K Current Report filed on December 27, 2006

 

 

 

 

4.3

Guarantee Agreement, dated as of December 21, 2006, between Middlefield Banc Corp. and Wilmington Trust Company

 

Incorporated by reference to Exhibit 4.3 of Middlefield Banc Corp.’s Form 8-K Current Report filed on December 27, 2006

 

 

 

 

10.1.0*

2017 Omnibus Equity Plan

 

Incorporated by reference to Middlefield Banc Corp.’s definitive proxy statement for the 2017 Annual Meeting of Shareholders, Appendix A, filed on April 4, 2017

 

 

 

 

10.1.1*

2007 Omnibus Equity Plan

 

Incorporated by reference to Middlefield Banc Corp.’s definitive proxy statement for the 2008 Annual Meeting of Shareholders, Appendix A, filed on April 7, 2008

 

 

 

 

10.2*

Change in Control Agreement between Middlefield Banc Corp. and Thomas G. Caldwell

 

Incorporated by reference to Exhibit 10.2 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 12, 2019

 

 

 

 

10.3*

Change in Control Agreement between Middlefield Banc Corp. and James R. Heslop, II

Incorporated by reference to Exhibit 10.3 of Middlefield Banc Corp. and James R. Heslop, II

Incorporated by reference to Exhibit 10.3 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 12, 2019

 


49

 

10.4

Federal Home Loan Bank of Cincinnati Agreement for Advances and Security Agreement dated September 14, 2000

 

Incorporated by reference to Exhibit 10.4 of Middlefield Banc Corp.’s registration statement on Form 10 filed on April 17, 2001

 

 

 

 

10.4.1*

Severance Agreement between Middlefield Banc Corp. and Teresa M. Hetrick, dated January 7, 2008

 

Incorporated by reference to Exhibit 10.4.1 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008

 

 

 

 

10.4.2*

Change in Control Agreement between Middlefield Banc Corp. and Charles O. Moore

 

Incorporated by reference to Exhibit 10.4.2 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 12, 2019

 

 

 

 

10.4.3*

Change in Control Agreement between Middlefield Banc Corp. and Donald L. Stacy

 

Incorporated by reference to Exhibit 10.4.3 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 12, 2019

 

 

 

 

10.4.4*

Severance Agreement between Middlefield Banc Corp. and Alfred F. Thompson, Jr., dated January 7, 2008

 

Incorporated by reference to Exhibit 10.4.4 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008

 

 

 

 

10.4.5*

Change in Control Agreement between Middlefield Banc Corp. and Michael L. Allen

 

Incorporated by reference to Exhibit 10.4.5 of Middlefield Banc Corp.’s Form 10-Q Current Report filed herewithon November 5, 2019

 

 

 

 

10.4.6*

Change in Control Agreement between Middlefield Banc Corp. and John D. Lane

 

Incorporated by reference to Exhibit 10.4.6 of Middlefield Banc Corp.’s Form 10-Q Current Report filed herewithon November 5, 2019

 

 

 

 

10.5

[reserved]

 

 

 

 

 

 

10.6*

Amended Director Retirement Agreement with Richard T. Coyne

 

Incorporated by reference to Exhibit 10.6 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008

 

 

 

 

10.7*

Amended Director Retirement Agreement with Frances H. Frank

 

Incorporated by reference to Exhibit 10.7 of Middlefield Banc Corp.’s Form 8-K Current Report filed on January 9, 2008

 

 

 

 

10.8*10.8

[reserved]

 

 

 

 

 

 

10.9*10.9

[reserved]

 

 

 

 

 

 

10.10*10.1

[reserved]

 

 

 

 

 

 

10.11*

Director Retirement Agreement with Martin S. Paul

 

Incorporated by reference to Exhibit 10.11 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2001, filed on March 28, 2002


10.12*

[reserved]10.12

 

10.13*

[reserved]

 

 

 

 

 

 

10.13

[reserved]

50

10.14*

Executive Survivor Income Agreement (aka DBO agreement [death benefit only]) with Donald L. Stacy

 

Incorporated by reference to Exhibit 10.14 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004

 

 

 

 

10.15*

DBO Agreement with Jay P. Giles

 

Incorporated by reference to Exhibit 10.15 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004

 

 

 

 

10.16*

DBO Agreement with Alfred F. Thompson, Jr.

 

Incorporated by reference to Exhibit 10.16 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004

 

 

 

 

10.17*

DBO Agreement with Teresa M. Hetrick

 

Incorporated by reference to Exhibit 10.18 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004

 

 

 

 

10.18 *

Executive Deferred Compensation Agreement with Jay P. Giles

 

Incorporated by reference to Exhibit 10.18 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2011, filed on March 20, 2012

10.19

10.19

[reserved]

 

 

 

 

 

 

10.20*

DBO Agreement with James R. Heslop, II

 

Incorporated by reference to Exhibit 10.20 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004

 

 

 

 

10.21*

DBO Agreement with Thomas G. Caldwell

 

Incorporated by reference to Exhibit 10.21 of Middlefield Banc Corp.’s Annual Report on Form 10-K for the Year Ended December 31, 2003, filed on March 30, 2004

 

 

 

 

10.22*

Annual Incentive Plan

 

Incorporated by reference to Exhibit 10.22 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 12, 2019

 

 

 

 

10.22.1*10.22.1

[reserved]

 

 

 

 

 

 

10.23**

Amended Executive Deferred Compensation Agreement with Thomas G. Caldwell

 

Incorporated by reference to Exhibit 10.23 of Middlefield Banc Corp.’s Annual Report on Form 8-K Current Report10-K for the Year Ended December 31, 2019, filed on May 9, 2008March 4, 2020

 


51

 

10.24**

Amended Executive Deferred Compensation Agreement with James R. Heslop, II

 

Incorporated by reference to Exhibit 10.24 of Middlefield Banc Corp.’s Annual Report on Form 8-K Current Report10-K for the Year Ended December 31, 2019, filed on May 9, 2008March 4, 2020

 

 

 

 

10.25**

Amended Executive Deferred Compensation Agreement with Donald L. Stacy

 

Incorporated by reference to Exhibit 10.25 of Middlefield Banc Corp.’s Annual Report on Form 8-K Current Report10-K for the Year Ended December 31, 2019, filed on May 9, 2008March 4, 2020

 

 

 

 

10.26**

Executive Variable Benefit Deferred Compensation Agreement with James R. Heslop, II

 

Incorporated by reference to Exhibit 10.26 of Middlefield Banc Corp.’s Annual Report on Form 8-K Current Report10-K for the Year Ended December 31, 2019, filed on July 11, 2018March 4, 2020

 

 

 

 

10.27**

Executive Variable Benefit Deferred Compensation Agreement with Donald L. Stacy

 

Incorporated by reference to Exhibit 10.27 of Middlefield Banc Corp.’s Annual Report on Form 8-K Current Report10-K for the Year Ended December 31, 2019, filed on July 11, 2018March 4, 2020

 

 

 

 

10.28**

Executive Deferred Compensation Agreement with Charles O. Moore

 

Incorporated by reference to Exhibit 10.28 of Middlefield Banc Corp.’s Annual Report on Form 10-Q Current Report10-K for the Year Ended December 31, 2019, filed on August 7, 2018March 4, 2020

 

 

 

 

10.29*

Form of conditional stock award under the 2007 Omnibus Equity Plan

 

Incorporated by reference to Exhibit 10.29 of Middlefield Banc Corp.’s Form 8-K Current Report filed on March 4, 2016

 

 

 

 

10.29.1

Form of conditional stock award under the 2017 Omnibus Equity Plan

 

Incorporated by reference to Exhibit 10.29 of Middlefield Banc Corp.’s Form 8-K Current Report filed on July 24, 2017

 

 

 

 

10.30**

Executive Deferred Compensation Agreement with Michael L. Allen

 

Incorporated by reference to Exhibit 10.30 of Middlefield Banc Corp.’s Form 10-Q Current Report filed on May 7, 2019

 

 

 

 

10.31**

Executive Deferred Compensation Agreement with John D. Lane

 

Incorporated by reference to Exhibit 10.31 of Middlefield Banc Corp.’s Form 10-Q Current Report filed on May 7, 2019

 

 

 

 

31.1

Rule 13a-14(a) certification of Chief Executive Officer

 

filed herewith

 

 

 

 

31.2

Rule 13a-14(a) certification of Chief Financial Officer

 

filed herewith

 

 

 

 

32

Rule 13a-14(b) certification

 

filed herewith

 

 

 

 

99.1

Form of Indemnification Agreement with directors of Middlefield Banc Corp. and with executive officers of Middlefield Banc Corp. and with executive officersThe Middlefield Banking Company

Incorporated by reference to Exhibit 99.1 of Middlefield Banc Corp. and The Middlefield Banking Company

Incorporated by reference to Exhibit 99.1 of Middlefield Banc Corp.’s registration statement on Form 10, Amendment No. 1, filed on June 14, 2001

 


52

 

101.INS***

Inline XBRL Instance

 

furnished herewith

 

 

 

 

101.SCH***

Inline XBRL Taxonomy Extension Schema

 

furnished herewith

 

 

 

 

101.CAL***

Inline XBRL Taxonomy Extension Calculation

 

furnished herewith

 

 

 

 

101.DEF***

Inline XBRL Taxonomy Extension Definition

 

furnished herewith

 

 

 

 

101.LAB***

Inline XBRL Taxonomy Extension Labels

 

furnished herewith

 

 

 

 

101.PRE***

Inline XBRL Taxonomy Extension Presentation

 

furnished herewith

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

* management contract or compensatory plan or arrangement

 

** management contract or compensatory plan or arrangement, a schedule has been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request

 

*** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections

 


53

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.

 

 

 

 MIDDLEFIELD BANC CORP. 

Date: November 5, 2019

By: /s/Thomas G. Caldwell

 
  
 

Date: August 4, 2020By: /s/Thomas G. Caldwell

President and Chief Executive Officer

Date: November 5, 2019

By: /s/Donald L. Stacy

 
  
 
Thomas G. Caldwell
President and Chief Executive Officer

Date: August 4, 2020By: /s/Donald L. Stacy

Donald L. Stacy
Principal Financial and Accounting Officer

 

50

54