UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended June 30, 2021March 31, 2022

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: 0-14549

First US Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

63-0843362

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

 

3291 U.S. Highway 280

Birmingham, AL

35243

(Address of Principal Executive Offices)

(Zip Code)

 

(205) 582-1200

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(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, $0.01 par value

FUSB

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes      No    

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 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      No    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

Emerging growth company

 

 

 

 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes      No    

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

 

Class

Outstanding at August 9, 2021May 10, 2022

Common Stock, $0.01 par value

6,217,4896,080,919 shares

 

 


 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

 

 

 

PAGE

 

 

 

PART I.  FINANCIAL INFORMATION

 

4

 

 

 

ITEM  1. FINANCIAL STATEMENTS

 

4

 

 

 

Interim Condensed Consolidated Balance Sheets at June 30, 2021March 31, 2022 (Unaudited) and December 31, 20202021

 

4

 

 

 

Interim Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30,March 31, 2022 and 2021 and 2020 (Unaudited)

 

5

 

 

 

Interim Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30,March 31, 2022 and 2021 and 2020 (Unaudited)

 

6

 

 

 

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30,March 31, 2022 and 2021 and 2020 (Unaudited)

 

7

 

 

 

Interim Condensed Consolidated Statements of Cash Flows for the SixThree Months Ended June 30,March 31, 2022 and 2021 and 2020 (Unaudited)

 

98

 

 

 

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

 

109

 

 

 

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

 

39

 

 

 

ITEM  3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

52

 

 

 

ITEM  4. CONTROLS AND PROCEDURES

 

5352

 

 

 

PART II. OTHER INFORMATION

 

54

 

 

 

ITEM  1. LEGAL PROCEEDINGS

 

54

 

 

 

ITEM  1A. RISK FACTORS

 

54

 

 

 

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

 

54

 

 

 

ITEM  6. EXHIBITS

 

55

 

 

 

Signature Page

 

56

 


FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). In addition, First US Bancshares, Inc. (“Bancshares” and, together with its subsidiaries, the “Company”), through its senior management, from time to time makes forward-looking statements concerning its expected future operations, performance and other developments. The words “estimate,” “project,” “intend,” “anticipate,” “expect,” “believe,” “continues” and similar expressions are indicative of forward-looking statements. Such forward-looking statements are necessarily estimates reflecting the Company’s best judgment based on current information and involve a number of risks and uncertainties,uncertainties. Certain factors that could affect the accuracy of such forward-looking statements and various factors could cause actual results to differ materially from those contemplated byprojected in such forward-looking statements. Such factors could include thosestatements are identified from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”) filings, and forward-looking statements contained herein or in other public announcements, including the risk factors described in Part I, Item 1Astatements of the Company’s Annual Report on Form 10-K asCompany or its senior management should be considered in light of and for the year ended December 31, 2020. Specifically, with respect to statements relating to the sufficiency of the allowance for loan and lease losses, loan demand, cash flows, interest costs, growth and earnings potential, expansion and the Company’s positioning to handle the challenges presented by COVID-19, thesethose factors. Such factors may include but are not limited to, the rate of growth (or lack thereof) in the economy generally and in the Company’s service areas; market conditions and investment returns; changes in interest rates; the impact of the current COVID-19 pandemic on the Company’s business, the Company’s customers, the communities that the Company serves and the United States economy, including the impact of actions taken by governmental authorities to try to contain the virus and protect against it, through vaccinations and otherwise, or address the impact of the virus on the United States economy (including, without limitation, the Coronavirus Aid, Relief and Economic Security (CARES) Act and subsequent federal legislation) and the resulting effect on the Company’s operations, liquidity and capital position and on the financial condition of the Company’s borrowers and other customers; the impact of changing accounting standards and tax laws on the Company’s allowance for loan losses and financial results; the impact of national and local market conditions on the Company’s business and operations; strong competition in the banking industry; the impact of changes in interest rates and monetary policy on the Company’s performance and financial condition; the pending discontinuation of LIBOR as an interest rate benchmark; the availabilityimpact of quality loanstechnological changes in the banking and financial service industries and potential information system failures; cybersecurity and data privacy threats; the costs of complying with extensive governmental regulation; the possibility that acquisitions may not produce anticipated results and result in unforeseen integration difficulties; and other risk factors described from time to time in the Company’s service areas; the relative strength and weakness in the consumer and commercial credit sectors and in the real estate markets; collateral values; cybersecurity threats; and risks relatedpublic filings, including, but not limited to, the Paycheck Protection Program. There canCompany’s most recent Annual Report on Form 10-K. Relative to the Company’s dividend policy, the payment of cash dividends is subject to the discretion of the Board of Directors and will be no assurance that such factors ordetermined in light of then-current conditions, including the Company’s earnings,  leverage, operations, financial conditions, capital requirements and other factors will not affectdeemed relevant by the accuracyBoard of such forward-looking statements.Directors. In the future, the Board of Directors may change the Company’s dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.

3


PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

 

 

June 30,

 

 

December 31,

 

 

March 31,

 

 

December 31,

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(Unaudited)

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

ASSETS

 

ASSETS

 

Cash and due from banks

 

$

13,952

 

 

$

12,235

 

 

$

12,537

 

 

$

10,843

 

Interest-bearing deposits in banks

 

 

67,871

 

 

 

82,180

 

 

 

85,302

 

 

 

50,401

 

Total cash and cash equivalents

 

 

81,823

 

 

 

94,415

 

 

 

97,839

 

 

 

61,244

 

Federal funds sold

 

 

83

 

 

 

85

 

 

 

81

 

 

 

82

 

Investment securities available-for-sale, at fair value

 

 

118,735

 

 

 

84,993

 

 

 

135,018

 

 

 

130,883

 

Investment securities held-to-maturity, at amortized cost

 

 

4,848

 

 

 

6,429

 

 

 

2,718

 

 

 

3,436

 

Federal Home Loan Bank stock, at cost

 

 

870

 

 

 

1,135

 

 

 

934

 

 

 

870

 

Loans, net of allowance for loan and lease losses of $7,726 and $7,470, respectively

 

 

677,756

 

 

 

638,374

 

Premises and equipment, net of accumulated depreciation of $24,370 and $23,774,

respectively

 

 

27,959

 

 

 

28,206

 

Loans, net of allowance for loan and lease losses of $8,484 and $8,320, respectively

 

 

669,846

 

 

 

700,030

 

Premises and equipment, net of accumulated depreciation of $22,204 and $21,916,

respectively

 

 

24,881

 

 

 

25,123

 

Cash surrender value of bank-owned life insurance

 

 

15,992

 

 

 

15,846

 

 

 

16,213

 

 

 

16,141

 

Accrued interest receivable

 

 

2,579

 

 

 

2,807

 

 

 

2,450

 

 

 

2,556

 

Goodwill and core deposit intangible, net

 

 

8,227

 

 

 

8,410

 

 

 

7,996

 

 

 

8,069

 

Other real estate owned

 

 

846

 

 

 

949

 

 

 

874

 

 

 

2,149

 

Other assets

 

 

7,228

 

 

 

8,862

 

 

 

9,796

 

 

 

7,719

 

Total assets

 

$

946,946

 

 

$

890,511

 

 

$

968,646

 

 

$

958,302

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest-bearing

 

$

174,691

 

 

$

151,935

 

 

$

183,536

 

 

$

174,501

 

Interest-bearing

 

 

663,194

 

 

 

630,277

 

 

 

669,581

 

 

 

663,625

 

Total deposits

 

 

837,885

 

 

 

782,212

 

 

 

853,117

 

 

 

838,126

 

Accrued interest expense

 

 

223

 

 

 

292

 

 

 

305

 

 

 

224

 

Other liabilities

 

 

10,043

 

 

 

11,312

 

 

 

6,684

 

 

 

9,189

 

Short-term borrowings

 

 

10,017

 

 

 

10,017

 

 

 

10,062

 

 

 

10,046

 

Long-term borrowings

 

 

10,671

 

 

 

10,653

 

Total liabilities

 

 

858,168

 

 

 

803,833

 

 

 

880,839

 

 

 

868,238

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, par value $0.01 per share, 10,000,000 shares authorized; 7,634,281 and

7,596,351 shares issued, respectively; 6,214,809 and 6,176,556 shares outstanding,

respectively

 

 

75

 

 

 

75

 

Common stock, par value $0.01 per share, 10,000,000 shares authorized; 7,679,659 and

7,634,918 shares issued, respectively; 6,129,519 and 6,172,378 shares outstanding,

respectively

 

 

75

 

 

 

75

 

Additional paid-in capital

 

 

13,981

 

 

 

13,786

 

 

 

14,278

 

 

 

14,163

 

Accumulated other comprehensive income (loss), net of tax

 

 

312

 

 

 

(52

)

Accumulated other comprehensive loss, net of tax

 

 

(2,866

)

 

 

(276

)

Retained earnings

 

 

96,252

 

 

 

94,722

 

 

 

99,604

 

 

 

98,428

 

Less treasury stock: 1,419,472 and 1,419,795 shares at cost, respectively

 

 

(21,842

)

 

 

(21,853

)

Less treasury stock: 1,550,140 and 1,462,540 shares at cost, respectively

 

 

(23,284

)

 

 

(22,326

)

Total shareholders’ equity

 

 

88,778

 

 

 

86,678

 

 

 

87,807

 

 

 

90,064

 

Total liabilities and shareholders’ equity

 

$

946,946

 

 

$

890,511

 

 

$

968,646

 

 

$

958,302

 

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 


FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Data)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30,

 

 

June 30,

 

 

March 31,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

9,668

 

 

$

9,237

 

 

$

19,158

 

 

$

18,876

 

 

$

8,847

 

 

$

9,490

 

Interest on investment securities

 

 

391

 

 

 

543

 

 

 

746

 

 

 

1,301

 

 

 

534

 

 

 

355

 

Total interest income

 

 

10,059

 

 

 

9,780

 

 

 

19,904

 

 

 

20,177

 

 

 

9,381

 

 

 

9,845

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on deposits

 

 

705

 

 

 

1,131

 

 

 

1,448

 

 

 

2,606

 

 

 

516

 

 

 

743

 

Interest on borrowings

 

 

42

 

 

 

26

 

 

 

80

 

 

 

62

 

Interest on short-term borrowings

 

 

35

 

 

 

38

 

Interest on long-term borrowings

 

 

121

 

 

 

 

Total interest expense

 

 

747

 

 

 

1,157

 

 

 

1,528

 

 

 

2,668

 

 

 

672

 

 

 

781

 

Net interest income

 

 

9,312

 

 

 

8,623

 

 

 

18,376

 

 

 

17,509

 

 

 

8,709

 

 

 

9,064

 

Provision for loan and lease losses

 

 

498

 

 

 

850

 

 

 

899

 

 

 

1,430

 

 

 

721

 

 

 

401

 

Net interest income after provision for loan and lease losses

 

 

8,814

 

 

 

7,773

 

 

 

17,477

 

 

 

16,079

 

 

 

7,988

 

 

 

8,663

 

Non-interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service and other charges on deposit accounts

 

 

240

 

 

 

263

 

 

 

506

 

 

 

697

 

 

 

299

 

 

 

266

 

Net gain on sales and prepayments of investment securities

 

 

22

 

 

 

326

 

 

 

22

 

 

 

326

 

Mortgage fees from secondary market

 

 

 

 

 

176

 

 

 

23

 

 

 

303

 

Lease income

 

 

202

 

 

 

212

 

 

 

411

 

 

 

424

 

 

 

214

 

 

 

209

 

Other income, net

 

 

345

 

 

 

353

 

 

 

798

 

 

 

877

 

 

 

316

 

 

 

476

 

Total non-interest income

 

 

809

 

 

 

1,330

 

 

 

1,760

 

 

 

2,627

 

 

 

829

 

 

 

951

 

Non-interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

4,992

 

 

 

5,193

 

 

 

9,906

 

 

 

10,329

 

 

 

4,330

 

 

 

4,914

 

Net occupancy and equipment

 

 

1,020

 

 

 

995

 

 

 

2,059

 

 

 

1,996

 

 

 

766

 

 

 

1,039

 

Computer services

 

 

485

 

 

 

424

 

 

 

950

 

 

 

841

 

 

 

377

 

 

 

465

 

Fees for professional services

 

 

354

 

 

 

401

 

 

 

711

 

 

 

679

 

 

 

268

 

 

 

357

 

Other expense

 

 

1,548

 

 

 

1,568

 

 

 

3,169

 

 

 

3,230

 

 

 

1,315

 

 

 

1,621

 

Total non-interest expense

 

 

8,399

 

 

 

8,581

 

 

 

16,795

 

 

 

17,075

 

 

 

7,056

 

 

 

8,396

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

1,224

 

 

 

522

 

 

 

2,442

 

 

 

1,631

 

 

 

1,761

 

 

 

1,218

 

Provision for income taxes

 

 

271

 

 

 

118

 

 

 

539

 

 

 

380

 

 

 

400

 

 

 

268

 

Net income

 

$

953

 

 

$

404

 

 

$

1,903

 

 

$

1,251

 

 

$

1,361

 

 

$

950

 

Basic net income per share

 

$

0.15

 

 

$

0.07

 

 

$

0.30

 

 

$

0.20

 

 

$

0.22

 

 

$

0.15

 

Diluted net income per share

 

$

0.14

 

 

$

0.06

 

 

$

0.28

 

 

$

0.19

 

 

$

0.20

 

 

$

0.14

 

Dividends per share

 

$

0.03

 

 

$

0.03

 

 

$

0.06

 

 

$

0.06

 

 

$

0.03

 

 

$

0.03

 

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 



FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in Thousands)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Net income

 

$

953

 

 

$

404

 

 

$

1,903

 

 

$

1,251

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) on securities available-for-sale

   arising during period, net of tax expense (benefit) of $1, $343,

   ($35) and $550, respectively

 

 

3

 

 

 

1,031

 

 

 

(103

)

 

 

1,653

 

Reclassification adjustment for net gains on securities available-for

   -sale realized in net income, net of tax of $5, $81, $5 and $81,

   respectively

 

 

(17

)

 

 

(245

)

 

 

(17

)

 

 

(245

)

Unrealized holding (losses) gains arising during the period on

   effective cash flow hedge derivatives, net of tax (benefit) expense

   of $0, ($56), $161 and ($503), respectively

 

 

(1

)

 

 

(168

)

 

 

484

 

 

 

(1,507

)

Other comprehensive income (loss)

 

 

(15

)

 

 

618

 

 

 

364

 

 

 

(99

)

Total comprehensive income

 

$

938

 

 

$

1,022

 

 

$

2,267

 

 

$

1,152

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

 

 

(Unaudited)

 

Net income

 

$

1,361

 

 

$

950

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Unrealized holding losses on securities available-for-sale

   arising during period, net of tax benefit of $1,176, and $36, respectively

 

 

(3,527

)

 

 

(106

)

Unrealized holding gains arising during the period on

   effective cash flow hedge derivatives, net of tax expense

   of $312, and $161, respectively

 

 

937

 

 

 

485

 

Other comprehensive income (loss)

 

 

(2,590

)

 

 

379

 

Total comprehensive income (loss)

 

$

(1,229

)

 

$

1,329

 

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 


FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Dollars in Thousands, Except Share and Per Share Data)

 

For the three months ended June 30,March 31, 2022 and 2021 and 2020 (Unaudited)

 

 

 

Common

Stock

Shares

Outstanding

 

 

Common

Stock

 

 

Additional

Paid-in Capital

 

 

Accumulated

Other

Comprehensive

Income

(Loss)

 

 

Retained

Earnings

 

 

Treasury

Stock,

at Cost

 

 

Total

Shareholders’

Equity

 

Balance, March 31, 2020

 

 

6,143,286

 

 

$

75

 

 

$

13,904

 

 

$

(763

)

 

$

93,418

 

 

$

(22,302

)

 

$

84,332

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

404

 

 

 

 

 

 

404

 

Net change in fair value of

   securities available-for-sale,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

786

 

 

 

 

 

 

 

 

 

786

 

Net change in fair value of

   derivative instruments, net

   of tax

 

 

 

 

 

 

 

 

 

 

 

(168

)

 

 

 

 

 

 

 

 

(168

)

Dividends declared: $.03 per

   share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(186

)

 

 

 

 

 

(186

)

Impact of stock-based

   compensation plans, net

 

 

4,300

 

 

 

 

 

 

113

 

 

 

 

 

 

 

 

 

 

 

 

113

 

Reissuance of treasury stock as

   compensation

 

 

28,847

 

 

 

 

 

 

(444

)

 

 

 

 

 

 

 

 

444

 

 

 

 

Balance, June 30, 2020

 

 

6,176,433

 

 

$

75

 

 

$

13,573

 

 

$

(145

)

 

$

93,636

 

 

$

(21,858

)

 

$

85,281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2021

 

 

6,213,641

 

 

 

75

 

 

 

13,889

 

 

 

327

 

 

 

95,486

 

 

 

(21,860

)

 

$

87,917

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

953

 

 

 

 

 

 

953

 

Net change in fair value of

   securities available-for-sale,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

(14

)

 

 

 

 

 

 

 

 

(14

)

Net change in fair value of

   derivative instruments, net

   of tax

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

Dividends declared: $.03 per

   share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(187

)

 

 

 

 

 

(187

)

Impact of stock-based

   compensation plans, net

 

 

 

 

 

 

 

 

110

 

 

 

 

 

 

 

 

 

 

 

 

110

 

Reissuance of treasury stock as

   compensation

 

 

1,168

 

 

 

 

 

 

(18

)

 

 

 

 

 

 

 

 

18

 

 

 

 

Balance, June 30, 2021

 

 

6,214,809

 

 

$

75

 

 

$

13,981

 

 

$

312

 

 

$

96,252

 

 

$

(21,842

)

 

$

88,778

 


FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Dollars in Thousands, Except Share and Per Share Data)

For the six months ended June 30, 2021 and 2020 (Unaudited)

 

 

Common

Stock

Shares

Outstanding

 

 

Common

Stock

 

 

Additional

Paid-in Capital

 

 

Accumulated

Other

Comprehensive

Income

(Loss)

 

 

Retained

Earnings

 

 

Treasury

Stock,

at Cost

 

 

Total

Shareholders’

Equity

 

Balance, January 1, 2020

 

 

6,157,692

 

 

$

75

 

 

$

13,814

 

 

$

(46

)

 

$

92,755

 

 

$

(21,850

)

 

$

84,748

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,251

 

 

 

 

 

 

1,251

 

Net change in fair value of

   securities available-for-sale,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

1,408

 

 

 

 

 

 

 

 

 

1,408

 

Net change in fair value of

   derivative instruments,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

(1,507

)

 

 

 

 

 

 

 

 

(1,507

)

Dividends declared: $.06 per

   share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(370

)

 

 

 

 

 

(370

)

Impact of stock-based

   compensation plans, net

 

 

28,498

 

 

 

 

 

 

203

 

 

 

 

 

 

 

 

 

 

 

 

203

 

Reissuance of treasury stock as

   compensation

 

 

28,847

 

 

 

 

 

 

(444

)

 

 

 

 

 

 

 

 

444

 

 

 

 

Treasury stock repurchases

 

 

(38,604

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(452

)

 

 

(452

)

Balance, June 30, 2020

 

 

6,176,433

 

 

$

75

 

 

$

13,573

 

 

$

(145

)

 

$

93,636

 

 

$

(21,858

)

 

$

85,281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2021

 

 

6,176,556

 

 

$

75

 

 

$

13,786

 

 

$

(52

)

 

$

94,722

 

 

$

(21,853

)

 

$

86,678

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,903

 

 

 

 

 

 

1,903

 

Net change in fair value of

   securities available-for-sale,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

(120

)

 

 

 

 

 

 

 

 

(120

)

Net change in fair value of

   derivative instruments,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

484

 

 

 

 

 

 

 

 

 

484

 

Dividends declared: $.06 per

   share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(373

)

 

 

 

 

 

(373

)

Impact of stock-based

   compensation plans, net

 

 

37,085

 

 

 

 

 

 

213

 

 

 

 

 

 

 

 

 

 

 

 

213

 

Reissuance of treasury stock as

   compensation

 

 

1,168

 

 

 

 

 

 

(18

)

 

 

 

 

 

 

 

 

18

 

 

 

 

Treasury stock repurchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7

)

 

 

(7

)

Balance, June 30, 2021

 

 

6,214,809

 

 

$

75

 

 

$

13,981

 

 

$

312

 

 

$

96,252

 

 

$

(21,842

)

 

$

88,778

 

 

 

Common

Stock

Shares

Outstanding

 

 

Common

Stock

 

 

Additional

Paid-in Capital

 

 

Accumulated

Other

Comprehensive

Income

(Loss)

 

 

Retained

Earnings

 

 

Treasury

Stock,

at Cost

 

 

Total

Shareholders’

Equity

 

Balance, December 31, 2020

 

 

6,176,556

 

 

$

75

 

 

$

13,786

 

 

$

(52

)

 

$

94,722

 

 

$

(21,853

)

 

$

86,678

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

950

 

 

 

 

 

 

950

 

Net change in fair value of

   securities available-for-sale,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

(106

)

 

 

 

 

 

 

 

 

(106

)

Net change in fair value of

   derivative instruments, net

   of tax

 

 

 

 

 

 

 

 

 

 

 

485

 

 

 

 

 

 

 

 

 

485

 

Dividends declared: $.03 per

   share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(186

)

 

 

 

 

 

(186

)

Impact of stock-based

   compensation plans, net

 

 

37,085

 

 

 

 

 

 

103

 

 

 

 

 

 

 

 

 

(7

)

 

 

96

 

Balance, March 31, 2021

 

 

6,213,641

 

 

$

75

 

 

$

13,889

 

 

$

327

 

 

$

95,486

 

 

$

(21,860

)

 

$

87,917

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2021

 

 

6,172,378

 

 

$

75

 

 

$

14,163

 

 

$

(276

)

 

$

98,428

 

 

$

(22,326

)

 

$

90,064

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,361

 

 

 

 

 

 

1,361

 

Net change in fair value of

   securities available-for-sale,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

(3,527

)

 

 

 

 

 

 

 

 

(3,527

)

Net change in fair value of

   derivative instruments, net

   of tax

 

 

 

 

 

 

 

 

 

 

 

937

 

 

 

 

 

 

 

 

 

937

 

Dividends declared: $.03 per

   share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(185

)

 

 

 

 

 

(185

)

Impact of stock-based

   compensation plans, net

 

 

44,741

 

 

 

 

 

 

115

 

 

 

 

 

 

 

 

 

 

 

 

115

 

Treasury stock repurchases

 

 

(87,600

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(958

)

 

 

(958

)

Balance, March 31, 2022

 

 

6,129,519

 

 

$

75

 

 

$

14,278

 

 

$

(2,866

)

 

$

99,604

 

 

$

(23,284

)

 

$

87,807

 

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

7



FIRST US BANCSHARES, INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30,

 

 

March 31,

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(Unaudited)

 

 

(Unaudited)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,903

 

 

$

1,251

 

 

$

1,361

 

 

$

950

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

878

 

 

 

806

 

 

 

387

 

 

 

445

 

Provision for loan and lease losses

 

 

899

 

 

 

1,430

 

 

 

721

 

 

 

401

 

Deferred income tax provision

 

 

111

 

 

 

366

 

 

 

269

 

 

 

29

 

Net gain on sale and prepayment of investment securities

 

 

(22

)

 

 

(326

)

Stock-based compensation expense

 

 

213

 

 

 

203

 

 

 

115

 

 

 

103

 

Net amortization of securities

 

 

152

 

 

 

170

 

 

 

88

 

 

 

72

 

Amortization of intangible assets

 

 

183

 

 

 

220

 

 

 

73

 

 

 

91

 

Net loss on premises and equipment and other real estate

 

 

15

 

 

 

288

 

Net (gain) loss on premises and equipment and other real estate

 

 

(131

)

 

 

39

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease (increase) in accrued interest receivable

 

 

228

 

 

 

(652

)

Decrease in other assets

 

 

1,020

 

 

 

28

 

Decrease in accrued interest expense

 

 

(69

)

 

 

(99

)

Decrease in accrued interest receivable

 

 

106

 

 

 

214

 

Increase in other assets

 

 

(494

)

 

 

(321

)

Increase (decrease) in accrued interest expense

 

 

81

 

 

 

(50

)

Decrease in other liabilities

 

 

(317

)

 

 

(1,278

)

 

 

(1,730

)

 

 

(86

)

Net cash provided by operating activities

 

 

5,194

 

 

 

2,407

 

 

 

846

 

 

 

1,887

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net decrease in federal funds sold

 

 

2

 

 

 

10,000

 

 

 

1

 

 

 

1

 

Purchases of investment securities, available-for-sale

 

 

(59,962

)

 

 

(26,296

)

 

 

(14,291

)

 

 

(3,512

)

Proceeds from sale of investment securities, available-for-sale

 

 

 

 

 

12,203

 

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

 

 

25,952

 

 

 

15,513

 

 

 

5,369

 

 

 

18,199

 

Proceeds from maturities and prepayments of investment securities, held-to-maturity

 

 

1,559

 

 

 

5,005

 

 

 

714

 

 

 

738

 

Net decrease in Federal Home Loan Bank stock

 

 

265

 

 

 

2

 

Net (increase) decrease in Federal Home Loan Bank stock

 

 

(64

)

 

 

265

 

Proceeds from the sale of premises and equipment and other real estate

 

 

747

 

 

 

646

 

 

 

1,550

 

 

 

279

 

Net increase in loans

 

 

(41,103

)

 

 

(21,896

)

Net decrease (increase) in loans

 

 

28,706

 

 

 

(21,921

)

Purchases of premises and equipment

 

 

(539

)

 

 

(461

)

 

 

(118

)

 

 

(122

)

Net cash used in investing activities

 

 

(73,079

)

 

 

(5,284

)

Net cash provided by (used in) investing activities

 

 

21,867

 

 

 

(6,073

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in deposits

 

 

55,673

 

 

 

54,628

 

 

 

14,991

 

 

 

35,831

 

Net increase in short-term borrowings

 

 

 

 

 

309

 

Net increase in borrowings

 

 

34

 

 

 

 

Net share-based compensation transactions

 

 

(7

)

 

 

 

 

 

 

 

 

(7

)

Treasury stock repurchases

 

 

 

 

 

(452

)

 

 

(958

)

 

 

 

Dividends paid

 

 

(373

)

 

 

(370

)

 

 

(185

)

 

 

(186

)

Net cash provided by financing activities

 

 

55,293

 

 

 

54,115

 

 

 

13,882

 

 

 

35,638

 

Net increase (decrease) in cash and cash equivalents

 

 

(12,592

)

 

 

51,238

 

Net increase in cash and cash equivalents

 

 

36,595

 

 

 

31,452

 

Cash and cash equivalents, beginning of period

 

 

94,415

 

 

 

57,030

 

 

 

61,244

 

 

 

94,415

 

Cash and cash equivalents, end of period

 

$

81,823

 

 

$

108,268

 

 

$

97,839

 

 

$

125,867

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

1,597

 

 

$

2,767

 

 

$

591

 

 

$

830

 

Income taxes

 

 

578

 

 

 

185

 

 

 

1,071

 

 

 

 

Non-cash transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets acquired in settlement of loans

 

 

515

 

 

 

854

 

 

 

51

 

 

 

400

 

Reissuance of treasury stock as compensation

 

 

18

 

 

 

444

 

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

98


FIRST US BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.

GENERAL

The accompanying unaudited interim condensed consolidated financial statements include the accounts of First US Bancshares, Inc. (“Bancshares”) and its subsidiaries (collectively, the “Company”). Bancshares is the parent holding company of First US Bank (the “Bank”). The Bank operates a finance company subsidiary, Acceptance Loan Company, Inc. (“ALC”). Management has determined that the Bank and ALC comprise Bancshares’ 2 reportable operating segments. All significant intercompany transactions and accounts have been eliminated. During the third quarter of 2021, ALC ceased new business development and permanently closed its 20 branch lending locations in Alabama and Mississippi to the public.

The unaudited interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments necessary for a fair presentation of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. Such adjustments are of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results expected for the fiscal year ending December 31, 2021.2022. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), management believes that the disclosures herein are adequate to make the information presented not misleading. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2020.

Risks and Uncertainties

The COVID-19 pandemic and its associated impacts on trade (including supply chains and export levels), travel, employee productivity and other economic activities have had, are currently having, and may for some time continue to have a destabilizing effect on financial markets and economic activity. The extent of the impact of COVID-19 on the Company’s operational and financial performance is currently uncertain, cannot be predicted and will depend on certain developments, including, among others, the spread of COVID-19 and its variants, vaccination efforts, the duration of the pandemic, its impact on our customers, employees and vendors, and the continued governmental, regulatory and private sector responses, which may be precautionary, to COVID-19.  

The Company’s business, financial condition and results of operations generally rely upon the ability of the Company’s borrowers to repay their loans, the value of collateral underlying those loans, and demand for loans and other products and services that the Company offers, which are highly dependent on the business environment in the Company’s primary markets and the United States economy as a whole.

In light of the changing economic outlook as a result of COVID-19, in March 2020, the Federal Reserve reduced the target federal funds rate by 150 basis points. The reduction in interest rates and other economic uncertainties that have arisen as a result primarily of the COVID-19 pandemic have negatively impacted net interest income, provisions for loan losses and noninterest income. Additional negative financial impacts could occur; however, the ultimate potential impact is not known at this time.2021.

 

2.

BASIS OF PRESENTATION

Summary of Significant Accounting Policies

Certain significant accounting policies followed by the Company are set forth in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2020.2021.

Reclassification

Certain amounts and disclosures in the notes to the prior period consolidated financial statements have been reclassified to conform to the 20212022 presentation. These reclassifications had no effect on the Company’s results of operations, financial position or net cash flow.

10


Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding (basic shares). Included in basic shares are certain shares that have been accrued as of the balance sheet date as deferred compensation for members of Bancshares’ Board of Directors, as well as shares of restricted stock that have been granted pursuant to Bancshares’ 2013 Incentive Plan (as amended, the “2013 Incentive Plan”) previously approved by Bancshares’ shareholders. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding, adjusted for the effect of potentially dilutive stock awards outstanding during the period (dilutive shares). The dilutive shares consist of nonqualified stock option grants issued to employees and members of Bancshares’ Board of Directors pursuant to the 2013 Incentive Plan. The following table reflects weighted average shares used to calculate basic and diluted net income per share for the periods presented.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30,

 

 

June 30,

 

 

March 31,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

Basic shares

 

 

6,328,794

 

 

 

6,276,001

 

 

 

6,316,598

 

 

 

6,279,079

 

 

 

6,275,784

 

 

 

6,307,227

 

Dilutive shares

 

 

421,000

 

 

 

422,000

 

 

 

421,000

 

 

 

422,000

 

 

 

420,250

 

 

 

421,000

 

Diluted shares

 

 

6,749,794

 

 

 

6,698,001

 

 

 

6,737,598

 

 

 

6,701,079

 

 

 

6,696,034

 

 

 

6,728,227

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30,

 

 

June 30,

 

 

March 31,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(Dollars in Thousands, Except Per Share Data)

 

 

(Dollars in Thousands, Except Per Share Data)

 

Net income

 

$

953

 

 

$

404

 

 

$

1,903

 

 

$

1,251

 

 

$

1,361

 

 

$

950

 

Basic net income per share

 

$

0.15

 

 

$

0.07

 

 

$

0.30

 

 

$

0.20

 

 

$

0.22

 

 

$

0.15

 

Diluted net income per share

 

$

0.14

 

 

$

0.06

 

 

$

0.28

 

 

$

0.19

 

 

$

0.20

 

 

$

0.14

 

 


Comprehensive Income

Comprehensive income consists of net income, as well as unrealized holding gains and losses that arise during the period associated with the Company’s available-for-sale securities portfolio and the effective portion of cash flow hedge derivatives. In the calculation of comprehensive income, reclassification adjustments are made for gains or losses realized in the statement of operations associated with the sale of available-for-sale securities, settlement of derivative contracts or changes in the fair value of cash flow derivatives.

Accounting PoliciesPronouncements Recently Adopted

ASU 2019-12, “Income Taxes2020-04 and ASU 2021-01, Reference Rate Reform (Topic 740): Simplifying848) - Facilitation of the AccountingEffects of Reference Rate Reform on Financial Reporting. These ASUs provide optional and temporary relief, in the form of optional expedients and exceptions, for Income Taxes.” Issued in December 2019,applying GAAP to modifications of contacts, hedging relationships and other transactions affected by reference rate (e.g. LIBOR) reforms. ASU 2019-12 seeks to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also simplify GAAP for other areas of Topic 740 by clarifying2020-04 and amending existing guidance. ASU 2019-12 became2021-01 are effective for the Company on January 1, 2021.immediately and through December 31, 2022. The adoptionCompany utilizes LIBOR, among other indexes, as a reference rate for underwriting certain variable rate loans and interest rate hedging instruments. Management has identified all contracts referencing LIBOR and will continue to monitor risks associated with the discontinuance of ASU 2019-12 didLIBOR until remediation of such contracts is complete. Reference rate reform has not had, nor does the Company expect it to have, a material impacteffect on the Company’s consolidated financial statements.balance sheet, operations or cash flows.

Pending Accounting Pronouncements

ASU 2021-01, “Reference Rate Reform2022-02 - Financial Instruments - Credit Losses (Topic 848)326): Scope.”  Troubled Debt Restructurings ("TDRs") and Vintage Disclosures. The ASU addresses and amends areas identified by the FASB as part of its post-implementation review of the accounting standard that introduced the current expected credit losses model. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted the current expected credit losses model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure of current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. As the Company has not yet adopted the amendments in ASU 2016-13, ASU 2022-02 becomes effective in the first quarter of 2023. Management is assessing the impact that adoption of this standard will have on the Company’s financial condition and results of operations in conjunction with its assessment of the impact of ASU 2016-13. The Company expects to adopt the guidance for our fiscal year beginning January 2021,1, 2023.

ASU 2022-01 - Fair Value Hedging - Portfolio Layer Method - Derivatives and Hedging (Topic 815). In March 2022, the FASB issued ASU 2021-01, which is in response to stakeholder concerns related to reference rate reform.2022-01. The amendments in ASU 2021-01 are elective and applythis standard update expand the current last-of-layer method of hedge accounting that permits only one hedged layer to all entitiesallow multiple hedged layers of a single closed portfolio. This standard update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted on any date on or after the issuance of this update for any entity that have derivative instruments that use an interest rate for managing, discounting, or contract price alignment that is modified as a result of reference rate reform. The amendments in ASU 2021-01 are effective immediately for all entities. The Company is currently reviewinghas adopted the amendments in ASU 2021-01 but does2017-12 for the corresponding period. If an entity adopts the amendments in an interim period, the effect of adopting the amendments related to basis adjustments should be reflected as of the beginning of the fiscal year of adoption. The adoption of this standard update is not expect this guidanceexpected to have a material impact on itsthe Company's consolidated financial statements.

ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.”  Issued in March 2020, ASU 2020-04 seeks to provide guidance, for a limited time, to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. ASU 2020-04 was issued in response to concerns about the structural risks of interbank offered rates, and specifically, the risk that the London Interbank Offer Rate (LIBOR) will no longer be used. Regulators have begun reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. ASU 2020-04 provides temporary optional expedients to GAAP guidance on contract modifications, hedge accounting, and other transactions that reference LIBOR or another reference rate expected to be discontinued. As the guidance in ASU 2020-04 is intended to assist entities during the global market-wide reference rate transition period, it is in effect for a limited time, from March 12, 2020 through December 31, 2022. Management is currently evaluatingstatements; however, the impact of the potential discontinuance of LIBOR, and a determination cannotwill be made at this time as to the impact that the amendments of ASU 2020-04 or the reference rate reform will havedependent on the Company’s consolidated financial statements.future hedging activity.



ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.”Issued in January 2017, ASU 2017-04 simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. In computing the implied fair value of goodwill under Step 2, an entity, prior to the amendments in ASU 2017-04, had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities, including unrecognized assets and liabilities, in accordance with the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. However, under the amendments in ASU 2017-04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 removes the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to perform Step 2 of the goodwill impairment test. As originally issued, ASU 2017-04 was effective prospectively for annual, or any interim, goodwill impairment tests in fiscal years beginning after December 15, 2019. On October 16, 2019, the FASB approved a delay in the implementation of ASU 2017-04 by three years for smaller reporting companies, including the Company. Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

ASU 2016-13, "Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial InstrumentsInstruments.”.” Issued in June 2016, ASU 2016-13 removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables and held-to-maturity debt securities. Under current U.S. GAAP, companies generally recognize credit losses when it is probable that the loss has been incurred. The revised guidance removes all current recognition thresholds and requires companies to recognize an allowance for lifetime expected credit losses. Credit losses will be immediately recognized through net income; the amount recognized will be based on the current estimate of contractual cash flows not expected to be collected over the financial asset’s contractual term. ASU 2016-13 also amends the credit loss measurement guidance for available-for-sale debt securities. The standard will add new disclosures related to factors that influenced management’s estimate, including current expected credit losses, the changes in those factors and reasons for the changes, as well as the method applied to revert to historical credit loss experience. As originally issued, ASU 2016-13 was effective for financial

10


statements issued for fiscal years and for interim periods within those fiscal years beginning after December 15, 2019, with institutions required to apply the changes through a cumulative-effect adjustment to their retained earnings balance as of the beginning of the first reporting period in which the guidance is effective. On October 16, 2019, the FASB approved a delay in the implementation of ASU 2016-13 by three years for smaller reporting companies, including the Company. Management has beenis in the process of developing a revised model to calculate the allowance for loan and lease losses upon implementation of ASU 2016-13 in order to determine the impact on the Company’s consolidated financial statements and, at this time, expects to recognize a one-time cumulative effect adjustment to the allowance for loan and lease losses as of the beginning of the first reporting period in which the new standard is effective. The magnitude of any such one-time adjustment is not yet known.

 

3.

RESTRUCTURING CHARGES

On September 3, 2021, the Company announced that, effective immediately, ALC would cease new business development and permanently close its 20 branch lending locations in Alabama and Mississippi to the public. The closure of ALC’s branches eliminated the majority of ALC’s full-time employment positions during the third quarter of 2021. ALC continues to service its remaining portfolio of loans from its headquarters in Mobile, Alabama. The cessation of new business and closure of ALC’s branch locations were undertaken by the Company as part of a long-term strategy to reduce expenses, fortify asset quality, and focus the Company’s loan growth efforts in other areas, including the Bank’s commercial lending and consumer indirect lending efforts.

Total restructuring charges incurred during the three months ended March 31, 2022 and the year ended December 31, 2021 consisted of the following:

 

 

Three Months Ended

 

 

Year Ended

 

 

 

 

 

 

 

March 31,

2022

 

 

December 31,

2021

 

 

Total

 

 

 

(Dollars in Thousands)

 

Expense Category

 

 

 

 

 

 

 

 

 

 

 

 

Severance and personnel expenses

 

$

108

 

 

$

263

 

 

$

371

 

Lease termination costs

 

 

2

 

 

 

224

 

 

 

226

 

Fixed asset valuation adjustments

 

 

 

 

 

239

 

 

 

239

 

Termination of technology contracts

 

 

30

 

 

 

85

 

 

 

115

 

Other expenses

 

 

 

 

 

93

 

 

 

93

 

Total expenses

 

$

140

 

 

$

904

 

 

$

1,044

 

As of March 31, 2022, the majority of restructuring charges associated with the closure of ALC’s branches have been incurred.

4.

INVESTMENT SECURITIES

Details of investment securities available-for-sale and held-to-maturity as of June 30, 2021March 31, 2022 and December 31, 20202021 were as follows:

 

 

Available-for-Sale

 

 

Available-for-Sale

 

 

June 30, 2021

 

 

March 31, 2022

 

 

 

 

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

 

 

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

47,269

 

 

$

757

 

 

$

(4

)

 

$

48,022

 

 

$

46,121

 

 

$

81

 

 

$

(1,620

)

 

$

44,582

 

Commercial

 

 

31,688

 

 

 

652

 

 

 

(61

)

 

 

32,279

 

 

 

22,089

 

 

 

195

 

 

 

(148

)

 

 

22,136

 

Obligations of U.S. government-sponsored agencies

 

 

5,158

 

 

 

 

 

 

(357

)

 

 

4,801

 

Obligations of states and political subdivisions

 

 

3,711

 

 

 

117

 

 

 

 

 

 

3,828

 

 

 

4,228

 

 

 

20

 

 

 

(66

)

 

 

4,182

 

Corporate notes

 

 

4,321

 

 

 

34

 

 

 

 

 

 

4,355

 

 

 

19,875

 

 

 

46

 

 

 

(526

)

 

 

19,395

 

U.S. Treasury securities

 

 

30,202

 

 

 

71

 

 

 

(22

)

 

 

30,251

 

 

 

42,043

 

 

 

 

 

 

(2,121

)

 

 

39,922

 

Total

 

$

117,191

 

 

$

1,631

 

 

$

(87

)

 

$

118,735

 

 

$

139,514

 

 

$

342

 

 

$

(4,838

)

 

$

135,018

 


 

 

Held-to-Maturity

 

 

Held-to-Maturity

 

 

June 30, 2021

 

 

March 31, 2022

 

 

 

 

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

 

 

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

2,964

 

 

$

65

 

 

$

 

 

$

3,029

 

 

$

1,821

 

 

$

 

 

$

(9

)

 

$

1,812

 

Obligations of U.S. government-sponsored agencies

 

 

928

 

 

 

21

 

 

 

 

 

 

949

 

 

 

758

 

 

 

 

 

 

(19

)

 

 

739

 

Obligations of states and political subdivisions

 

 

956

 

 

 

9

 

 

 

 

 

 

965

 

 

 

139

 

 

 

 

 

 

(4

)

 

 

135

 

Total

 

$

4,848

 

 

$

95

 

 

$

 

 

$

4,943

 

 

$

2,718

 

 

$

 

 

$

(32

)

 

$

2,686

 

 

 

Available-for-Sale

 

 

Available-for-Sale

 

 

December 31, 2020

 

 

December 31, 2021

 

 

 

 

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

 

 

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

24,680

 

 

$

865

 

 

$

(8

)

 

$

25,537

 

 

$

46,020

 

 

$

450

 

 

$

(242

)

 

$

46,228

 

Commercial

 

 

40,849

 

 

 

780

 

 

 

(142

)

 

 

41,487

 

 

 

24,647

 

 

 

371

 

 

 

(47

)

 

 

24,971

 

Obligations of U.S. government-sponsored agencies

 

 

5,207

 

 

 

 

 

 

(15

)

 

 

5,192

 

Obligations of states and political subdivisions

 

 

4,971

 

 

 

137

 

 

 

 

 

 

5,108

 

 

 

4,247

 

 

 

80

 

 

 

(10

)

 

 

4,317

 

Corporate notes

 

 

2,711

 

 

 

73

 

 

 

 

 

 

2,784

 

 

 

15,458

 

 

 

76

 

 

 

(52

)

 

 

15,482

 

U.S. Treasury securities

 

 

10,078

 

 

 

 

 

 

(1

)

 

 

10,077

 

 

 

35,097

 

 

 

 

 

 

(404

)

 

 

34,693

 

Total

 

$

83,289

 

 

$

1,855

 

 

$

(151

)

 

$

84,993

 

 

$

130,676

 

 

$

977

 

 

$

(770

)

 

$

130,883

 

 

 

Held-to-Maturity

 

 

Held-to-Maturity

 

 

December 31, 2020

 

 

December 31, 2021

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair

Value

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair

Value

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

4,302

 

 

$

75

 

 

$

 

 

$

4,377

 

 

$

2,115

 

 

$

29

 

 

$

 

 

$

2,144

 

Obligations of U.S. government-sponsored agencies

 

 

1,120

 

 

 

34

 

 

 

 

 

 

1,154

 

 

 

768

 

 

 

10

 

 

 

 

 

 

778

 

Obligations of states and political subdivisions

 

 

1,007

 

 

 

21

 

 

 

 

 

 

1,028

 

 

 

553

 

 

 

2

 

 

 

 

 

 

555

 

Total

 

$

6,429

 

 

$

130

 

 

$

 

 

$

6,559

 

 

$

3,436

 

 

$

41

 

 

$

 

 

$

3,477

 

 

The scheduled maturities of investment securities available-for-sale and held-to-maturity as of June 30, 2021March 31, 2022 are presented in the following table:

 

 

Available-for-Sale

 

 

Held-to-Maturity

 

 

Available-for-Sale

 

 

Held-to-Maturity

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Maturing within one year

 

$

84

 

 

$

84

 

 

$

402

 

 

$

407

 

 

$

2,592

 

 

$

2,600

 

 

$

 

 

$

 

Maturing after one to five years

 

 

21,185

 

 

 

21,369

 

 

 

360

 

 

 

361

 

 

 

38,838

 

 

 

37,355

 

 

 

 

 

 

 

Maturing after five to ten years

 

 

64,499

 

 

 

65,480

 

 

 

2,447

 

 

 

2,505

 

 

 

77,858

 

 

 

75,029

 

 

 

1,553

 

 

 

1,546

 

Maturing after ten years

 

 

31,423

 

 

 

31,802

 

 

 

1,639

 

 

 

1,670

 

 

 

20,226

 

 

 

20,034

 

 

 

1,165

 

 

 

1,140

 

Total

 

$

117,191

 

 

$

118,735

 

 

$

4,848

 

 

$

4,943

 

 

$

139,514

 

 

$

135,018

 

 

$

2,718

 

 

$

2,686

 

 

For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the weighted-average contractual maturities of underlying collateral. The mortgage-backed securities generally mature earlier than their weighted-average contractual maturities because of principal prepayments.

1312


The following tables reflect gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of June 30, 2021March 31, 2022 and December 31, 2020.2021.

 

 

 

Available-for-Sale

 

 

 

June 30, 2021

 

 

 

Less than 12 Months

 

 

12 Months or More

 

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

 

(Dollars in Thousands)

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

183

 

 

$

 

 

$

781

 

 

$

(4

)

Commercial

 

 

453

 

 

 

 

 

 

3,188

 

 

 

(61

)

U.S. Treasury securities

 

 

10,156

 

 

 

(22

)

 

 

 

 

 

 

Total

 

$

10,792

 

 

$

(22

)

 

$

3,969

 

 

$

(65

)

��

 

Held-to-Maturity

 

 

Available-for-Sale

 

 

June 30, 2021

 

 

March 31, 2022

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

35,249

 

 

$

(1,617

)

 

$

230

 

 

$

(3

)

Commercial

 

$

48

 

 

$

 

 

$

 

 

$

 

 

 

8,724

 

 

 

(146

)

 

 

2,897

 

 

 

(2

)

Obligations of U.S. government-sponsored agencies

 

 

4,645

 

 

 

(356

)

 

 

145

 

 

 

(1

)

Obligations of states and political subdivisions

 

 

2,705

 

 

 

(66

)

 

 

 

 

 

 

Corporate notes

 

 

15,394

 

 

 

(526

)

 

 

 

 

 

 

U.S. Treasury securities

 

 

39,921

 

 

 

(2,121

)

 

 

 

 

 

 

Total

 

$

48

 

 

$

 

 

$

 

 

$

 

 

$

106,638

 

 

$

(4,832

)

 

$

3,272

 

 

$

(6

)

 

 

Available-for-Sale

 

 

Held-to-Maturity

 

 

December 31, 2020

 

 

March 31, 2022

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

2,334

 

 

$

(1

)

 

$

1,019

 

 

$

(7

)

Commercial

 

 

2,630

 

 

 

(1

)

 

 

3,327

 

 

 

(141

)

 

$

1,285

 

 

$

(9

)

 

$

 

 

$

 

U.S. Treasury securities

 

 

10,077

 

 

 

(1

)

 

 

 

 

 

 

Obligations of U.S. government-sponsored agencies

 

$

739

 

 

$

(19

)

 

$

 

 

$

 

Obligations of states and political subdivisions

 

$

135

 

 

$

(4

)

 

$

 

 

 

 

 

Total

 

$

15,041

 

 

$

(3

)

 

$

4,346

 

 

$

(148

)

 

$

2,159

 

 

$

(32

)

 

$

 

 

$

 

 

 

Held-to-Maturity

 

 

Available-for-Sale

 

 

December 31, 2020

 

 

December 31, 2021

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

31,346

 

 

$

(240

)

 

$

253

 

 

$

(2

)

Commercial

 

$

412

 

 

$

 

 

$

 

 

$

 

 

 

2,245

 

 

 

(12

)

 

 

2,970

 

 

 

(35

)

Obligations of U.S. government-sponsored agencies

 

 

4,987

 

 

 

(13

)

 

 

194

 

 

 

(2

)

Obligations of states and political subdivisions

 

 

561

 

 

 

(10

)

 

 

 

 

 

 

Corporate notes

 

 

9,092

 

 

 

(52

)

 

 

 

 

 

 

U.S. Treasury securities

 

 

34,692

 

 

 

(404

)

 

 

 

 

 

 

Total

 

$

412

 

 

$

 

 

$

 

 

$

 

 

$

82,923

 

 

$

(731

)

 

$

3,417

 

 

$

(39

)

 

There were 0 held-to-maturity securities in an unrealized loss position as of December 31, 2021.

Due to the increasing interest rate environment in the first quarter of 2022, gross unrealized losses increased significantly, particularly within the Company’s available-for-sale portfolio. Management evaluates securities for other-than-temporary impairment no less frequently than quarterly and more frequently when economic or market concerns warrant such evaluation. Consideration is given to: (i) the length of time and the extent to which fair value has been less than cost; (ii) the financial condition and near-term prospects of the issuer; (iii) whether the Company intends to sell the securities; and (iv) whether it is more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases.basis.

As of June 30, 2021,March 31, 2022, 10 debt securities had been in a loss position for more than 12 months, and 681 debt securities had been in a loss position for less than 12 months. As of December 31, 2020, 92021, 10 debt securities had been in a loss position for more than 12 months, and 1132 debt securities had been in a loss position for less than 12 months. The increase in the number of debt securities in a loss position of less than 12 months resulted from the rising interest rate environment during the three months ended March 31, 2022. As of both June 30, 2021March 31, 2022 and December 31, 2020,2021, the losses for all securities were considered to be a direct result of the effect that the prevailing interest rate environment had on the value of debt securities and were not related to the creditworthiness of the issuers. There was a substantial decrease in interest rates during the year ended December 31, 2020, including a 150-basis point reduction in the federal funds rate in March 2020. This resulted in significant increases in the fair value of debt securities and a corresponding decline in the number of securities in a loss position during 2020 and the first half of 2021. Most of the securities in an unrealized loss position as of both June 30, 2021 and December 31, 2020 were residential or commercial mortgage-backed securities that

14


are either direct obligations of the U.S. government or government-sponsored entities and, accordingly, have little associated credit risk. Further, the Company has the current intent and

13


ability to retain its investments in the issuers for a period of time that management believes to be sufficient to allow for any anticipated recovery in fair value. Therefore, the Company did 0t recognize any other-than-temporary impairments as of June 30, 2021March 31, 2022 or December 31, 2020.2021.

Investment securities with a carrying value of $57.1$60.2 million and $72.9$52.2 million as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively, were pledged to secure public deposits and for other purposes.

4.5.

LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES

Portfolio Segments

The Company has divided the loan portfolio into the following portfolio segments based on risk characteristics:

Construction, land development and other land loans – Commercial construction, land and land development loans include loans for the development of residential housing projects, loans for the development of commercial and industrial use property, loans for the purchase and improvement of raw land and loans primarily for agricultural production that are secured by farmland. These loans are secured in whole or in part by the underlying real estate collateral and are generally guaranteed by the principals of the borrowing entity.

Secured by 1-4 family residential properties – These loans include conventional mortgage loans on one-to-four family residential properties. These properties may serve as the borrower’s primary residence, vacation home or investment property. Also included in this portfolio are home equity loans and lines of credit. This type of lending, which is secured by a first or second mortgage on the borrower’s residence, allows customers to borrow against the equity in their home.

Secured by multi-family residential properties – This portfolio segment includes mortgage loans secured by apartment buildings.

Secured by non-farm, non-residential properties – This portfolio segment includes real estate loans secured by commercial and industrial properties, office or mixed-use facilities, strip shopping centers or other commercial property. These loans are generally guaranteed by the principals of the borrowing entity.

Commercial and industrial loans and leases – This portfolio segment includes loans and leases to commercial customers for use in the normal course of business. These credits may be loans, lines of credit and leases to financially strong borrowers, secured by inventories, equipment or receivables, and are generally guaranteed by the principals of the borrowing entity.

Direct consumer – This portfolio segment includes a variety of secured and unsecured personal loans, including automobile loans, loans for household and personal purposes and all other direct consumer installment loans.

Branch retail – This portfolio segment includes loans secured by collateral purchased by consumers at retail stores with whom ALC hashad an established relationship through its branch network to provide financing for the retail products sold if applicable underwriting standards arewere met. The collateral securing these loans generally includes personal property items such as furniture, ATVs and home appliances.

Indirect sales – This portfolio segment includes loans secured by collateral purchased by consumers at retail stores with whom the Company has an established relationship to provide financing for the retail products sold if applicable underwriting standards are met. The collateral securing these loans generally includes recreational vehicles, campers, boats, horse trailers and cargo trailers.

As of June 30, 2021March 31, 2022 and December 31, 2020,2021, the composition of the loan portfolio by reporting segment and portfolio segment was as follows:

 

 

June 30, 2021

 

 

March 31, 2022

 

 

Bank

 

 

ALC

 

 

Total

 

 

Bank

 

 

ALC

 

 

Total

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

53,425

 

 

$

 

 

$

53,425

 

 

$

52,817

 

 

$

 

 

$

52,817

 

Secured by 1-4 family residential properties

 

 

75,968

 

 

 

2,847

 

 

 

78,815

 

 

 

67,705

 

 

 

2,055

 

 

 

69,760

 

Secured by multi-family residential properties

 

 

53,811

 

 

 

 

 

 

53,811

 

 

 

50,796

 

 

 

 

 

 

50,796

 

Secured by non-farm, non-residential properties

 

 

191,398

 

 

 

 

 

 

191,398

 

 

 

177,752

 

 

 

 

 

 

177,752

 

Commercial and industrial loans (1)

 

 

77,359

 

 

 

 

 

 

77,359

 

Commercial and industrial loans and leases (1)

 

 

68,098

 

 

 

 

 

 

68,098

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct consumer

 

 

6,347

 

 

 

20,590

 

 

 

26,937

 

 

 

6,191

 

 

 

11,832

 

 

 

18,023

 

Branch retail

 

 

 

 

 

31,688

 

 

 

31,688

 

 

 

 

 

 

21,891

 

 

 

21,891

 

Indirect sales

 

 

176,116

 

 

 

 

 

 

176,116

 

Indirect

 

 

220,931

 

 

 

 

 

 

220,931

 

Total loans

 

 

634,424

 

 

 

55,125

 

 

 

689,549

 

 

 

644,290

 

 

 

35,778

 

 

 

680,068

 

Less: Unearned interest, fees and deferred cost

 

 

(290

)

 

 

4,357

 

 

 

4,067

 

 

 

(213

)

 

 

1,951

 

 

 

1,738

 

Allowance for loan and lease losses

 

 

6,464

 

 

 

1,262

 

 

 

7,726

 

 

 

6,894

 

 

 

1,590

 

 

 

8,484

 

Net loans

 

$

628,250

 

 

$

49,506

 

 

$

677,756

 

 

$

637,609

 

 

$

32,237

 

 

$

669,846

 


 

 

 

December 31, 2020

 

 

December 31, 2021

 

 

Bank

 

 

ALC

 

 

Total

 

 

Bank

 

 

ALC

 

 

Total

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

37,282

 

 

$

 

 

$

37,282

 

 

$

67,048

 

 

$

 

 

$

67,048

 

Secured by 1-4 family residential properties

 

 

85,271

 

 

 

3,585

 

 

 

88,856

 

 

 

70,439

 

 

 

2,288

 

 

 

72,727

 

Secured by multi-family residential properties

 

 

54,326

 

 

 

 

 

 

54,326

 

 

 

46,000

 

 

 

 

 

 

46,000

 

Secured by non-farm, non-residential properties

 

 

184,528

 

 

 

 

 

 

184,528

 

 

 

197,901

 

 

 

 

 

 

197,901

 

Commercial and industrial loans (1)

 

 

81,735

 

 

 

 

 

 

81,735

 

Commercial and industrial loans and leases (1)

 

 

73,947

 

 

 

 

 

 

73,947

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct consumer

 

 

6,344

 

 

 

23,444

 

 

 

29,788

 

 

 

5,972

 

 

 

15,717

 

 

 

21,689

 

Branch retail

 

 

 

 

 

32,094

 

 

 

32,094

 

 

 

 

 

 

25,692

 

 

 

25,692

 

Indirect sales

 

 

141,514

 

 

 

 

 

 

141,514

 

Indirect

 

 

205,940

 

 

 

 

 

 

205,940

 

Total loans

 

 

591,000

 

 

 

59,123

 

 

 

650,123

 

 

 

667,247

 

 

 

43,697

 

 

 

710,944

 

Less: Unearned interest, fees and deferred cost

 

 

(213

)

 

 

4,492

 

 

 

4,279

 

 

 

(324

)

 

 

2,918

 

 

 

2,594

 

Allowance for loan and lease losses

 

 

5,917

 

 

 

1,553

 

 

 

7,470

 

 

 

7,038

 

 

 

1,282

 

 

 

8,320

 

Net loans

 

$

585,296

 

 

$

53,078

 

 

$

638,374

 

 

$

660,533

 

 

$

39,497

 

 

$

700,030

 

 

 

(1)

Includes equipment financing leases and PPP loans. As of June 30, 2021March 31, 2022 and December 31, 2020,2021, equipment finance leases totaled $6.3$10.5 million and $7.0$11.0 million, respectively, and PPP loans totaled $11.6$0.6 million and $11.9$1.7 million, respectively.

The Company makes commercial, real estate and installment loans to its customers. Although the Company has a diversified loan portfolio, 54.7%51.6% and 56.1%54.0% of the portfolio was concentrated in loans secured by real estate as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively.

Loans with a carrying value of $58.6$69.3 million and $36.1$66.6 million were pledged as collateral to secure Federal Home Loan Bank (“FHLB”) borrowings as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively.

Related Party Loans

In the ordinary course of business, the Bank makes loans to certain officers and directors of the Company, including companies with which they are associated. These loans are made on the same terms as those prevailing for comparable transactions with unrelated parties. Management believes that such loans do not represent more than a normal risk of collectability, nor do they present other unfavorable features. The aggregate balances of such related party loans and commitments were $0.3 million and $0.4 million as of June 30, 2021both March 31, 2022 and December 31, 2020, respectively.2021. During the sixthree months ended June 30,March 31, 2022, there were 0 new loans to these parties, and repayments by active related parties were $2 thousand. During the year ended December 31, 2021, there were 0 new loans to these parties, and repayments by active related parties were $0.1 million. During the year ended December 31, 2020, there were 0 new loans to these parties, and repayments by active related parties were $0.5 million.


Allowance for Loan and Lease Losses

The following tables present changes in the allowance for loan and lease losses during the sixthree months ended June 30,March 31, 2022 and 2021 and 2020 and the related loan balances by loan type as of June 30, 2021March 31, 2022 and 2020:2021:

 

 

As of and for the Six Months Ended June 30, 2021

 

 

As of and for the Three Months Ended March 31, 2022

 

 

Construction,

Land

Development,

and Other

 

 

1-4

Family

 

 

Real

Estate

Multi-

Family

 

 

Non-

Farm Non-

Residential

 

 

Commercial and

Industrial

 

 

Direct

Consumer

 

 

Branch Retail

 

 

Indirect

Sales

 

 

Total

 

 

Construction,

Land

Development,

and Other

 

 

1-4

Family

 

 

Real

Estate

Multi-

Family

 

 

Non-

Farm Non-

Residential

 

 

Commercial and

Industrial

 

 

Direct

Consumer

 

 

Branch Retail

 

 

Indirect

 

 

Total

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Allowance for loan and lease losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

393

 

 

$

639

 

 

$

577

 

 

$

1,566

 

 

$

1,008

 

 

$

1,202

 

 

$

373

 

 

$

1,712

 

 

$

7,470

 

 

$

628

 

 

$

690

 

 

$

437

 

 

$

1,958

 

 

$

860

 

 

$

1,004

 

 

$

304

 

 

$

2,439

 

 

$

8,320

 

Charge-offs

 

 

(22

)

 

 

(5

)

 

 

 

 

 

 

 

 

 

 

 

(626

)

 

 

(222

)

 

 

(310

)

 

 

(1,185

)

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

(601

)

 

 

(101

)

 

 

(25

)

 

 

(729

)

Recoveries

 

 

21

 

 

 

6

 

 

 

 

 

 

3

 

 

 

9

 

 

 

369

 

 

 

107

 

 

 

27

 

 

 

542

 

 

 

1

 

 

 

8

 

 

 

 

 

 

1

 

 

 

 

 

 

128

 

 

 

23

 

 

 

11

 

 

 

172

 

Provision

 

 

80

 

 

 

112

 

 

 

(66

)

 

 

346

 

 

 

(324

)

 

 

14

 

 

 

66

 

 

 

671

 

 

 

899

 

 

 

(142

)

 

 

(12

)

 

 

47

 

 

 

(185

)

 

 

29

 

 

 

533

 

 

 

295

 

 

 

156

 

 

 

721

 

Ending balance

 

$

472

 

 

$

752

 

 

$

511

 

 

$

1,915

 

 

$

693

 

 

$

959

 

 

$

324

 

 

$

2,100

 

 

$

7,726

 

 

$

487

 

 

$

684

 

 

$

484

 

 

$

1,774

 

 

$

889

 

 

$

1,064

 

 

$

521

 

 

$

2,581

 

 

$

8,484

 

Ending balance of allowance attributable to

loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

 

 

$

11

 

 

$

 

 

$

 

 

$

59

 

 

$

 

 

$

 

 

$

 

 

$

70

 

 

$

 

 

$

9

 

 

$

 

 

$

 

 

$

56

 

 

$

 

 

$

 

 

$

 

 

$

65

 

Collectively evaluated for impairment

 

 

472

 

 

 

741

 

 

 

511

 

 

 

1,915

 

 

 

634

 

 

 

959

 

 

 

324

 

 

 

2,100

 

 

 

7,656

 

 

 

487

 

 

 

675

 

 

 

484

 

 

 

1,774

 

 

 

833

 

 

 

1,064

 

 

 

521

 

 

 

2,581

 

 

 

8,419

 

Total allowance for loan and lease losses

 

$

472

 

 

$

752

 

 

$

511

 

 

$

1,915

 

 

$

693

 

 

$

959

 

 

$

324

 

 

$

2,100

 

 

$

7,726

 

 

$

487

 

 

$

684

 

 

$

484

 

 

$

1,774

 

 

$

889

 

 

$

1,064

 

 

$

521

 

 

$

2,581

 

 

$

8,484

 

Ending balance of loans receivable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

 

 

$

687

 

 

$

 

 

$

1,056

 

 

$

58

 

 

$

22

 

 

$

 

 

$

 

 

$

1,823

 

 

$

 

 

$

637

 

 

$

 

 

$

1,039

 

 

$

670

 

 

$

20

 

 

$

 

 

$

 

 

$

2,366

 

Collectively evaluated for impairment

 

 

53,425

 

 

 

78,120

 

 

 

53,811

 

 

 

190,342

 

 

 

77,301

 

 

 

26,915

 

 

 

31,688

 

 

 

176,116

 

 

 

687,718

 

 

 

52,817

 

 

 

69,123

 

 

 

50,796

 

 

 

176,713

 

 

 

67,428

 

 

 

18,003

 

 

 

21,891

 

 

 

220,931

 

 

 

677,702

 

Loans acquired with deteriorated credit quality

 

 

 

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans receivable

 

$

53,425

 

 

$

78,815

 

 

$

53,811

 

 

$

191,398

 

 

$

77,359

 

 

$

26,937

 

 

$

31,688

 

 

$

176,116

 

 

$

689,549

 

 

$

52,817

 

 

$

69,760

 

 

$

50,796

 

 

$

177,752

 

 

$

68,098

 

 

$

18,023

 

 

$

21,891

 

 

$

220,931

 

 

$

680,068

 

 

 

As of and for the Six Months Ended June 30, 2020

 

 

As of and for the Three Months Ended March 31, 2021

 

 

Construction,

Land

Development,

and Other

 

 

1-4

Family

 

 

Real

Estate

Multi-

Family

 

 

Non-

Farm Non-

Residential

 

 

Commercial and

Industrial

 

 

Direct

Consumer

 

 

Branch Retail

 

 

Indirect

Sales

 

 

Total

 

 

Construction,

Land

Development,

and Other

 

 

1-4

Family

 

 

Real

Estate

Multi-

Family

 

 

Non-

Farm Non-

Residential

 

 

Commercial and

Industrial

 

 

Direct

Consumer

 

 

Branch Retail

 

 

Indirect

 

 

Total

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Allowance for loan and lease losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

197

 

 

$

466

 

 

$

422

 

 

$

964

 

 

$

1,377

 

 

$

1,625

 

 

$

395

 

 

$

316

 

 

$

5,762

 

 

$

393

 

 

$

639

 

 

$

577

 

 

$

1,566

 

 

$

1,008

 

 

$

1,202

 

 

$

373

 

 

$

1,712

 

 

$

7,470

 

Charge-offs

 

 

 

 

 

(42

)

 

 

 

 

 

 

 

 

 

 

 

(962

)

 

 

(221

)

 

 

(38

)

 

 

(1,263

)

 

 

(21

)

 

 

(9

)

 

 

 

 

 

 

 

 

 

 

 

(348

)

 

 

(130

)

 

 

(117

)

 

 

(625

)

Recoveries

 

 

 

 

 

14

 

 

 

 

 

 

8

 

 

 

 

 

 

381

 

 

 

90

 

 

 

1

 

 

 

494

 

 

 

2

 

 

 

3

 

 

 

 

 

 

1

 

 

 

 

 

 

170

 

 

 

42

 

 

 

11

 

 

 

229

 

Provision

 

 

72

 

 

 

84

 

 

 

70

 

 

 

272

 

 

 

(448

)

 

 

373

 

 

 

211

 

 

 

796

 

 

 

1,430

 

 

 

70

 

 

 

112

 

 

 

(36

)

 

 

437

 

 

 

(412

)

 

 

13

 

 

 

72

 

 

 

145

 

 

 

401

 

Ending balance

 

$

269

 

 

$

522

 

 

$

492

 

 

$

1,244

 

 

$

929

 

 

$

1,417

 

 

$

475

 

 

$

1,075

 

 

$

6,423

 

 

$

444

 

 

$

745

 

 

$

541

 

 

$

2,004

 

 

$

596

 

 

$

1,037

 

 

$

357

 

 

$

1,751

 

 

$

7,475

 

Ending balance of allowance attributable to

loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

 

 

$

13

 

 

$

 

 

$

 

 

$

62

 

 

$

3

 

 

$

 

 

$

 

 

$

78

 

 

$

 

 

$

11

 

 

$

 

 

$

 

 

$

60

 

 

$

1

 

 

$

 

 

$

 

 

$

72

 

Collectively evaluated for impairment

 

 

269

 

 

 

509

 

 

 

492

 

 

 

1,244

 

 

 

867

 

 

 

1,414

 

 

 

475

 

 

 

1,075

 

 

 

6,345

 

 

 

444

 

 

 

734

 

 

 

541

 

 

 

2,004

 

 

 

536

 

 

 

1,036

 

 

 

357

 

 

 

1,751

 

 

 

7,403

 

Total allowance for loan and lease losses

 

$

269

 

 

$

522

 

 

$

492

 

 

$

1,244

 

 

$

929

 

 

$

1,417

 

 

$

475

 

 

$

1,075

 

 

$

6,423

 

 

$

444

 

 

$

745

 

 

$

541

 

 

$

2,004

 

 

$

596

 

 

$

1,037

 

 

$

357

 

 

$

1,751

 

 

$

7,475

 

Ending balance of loans receivable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

 

 

$

785

 

 

$

 

 

$

2,748

 

 

$

62

 

 

$

25

 

 

$

 

 

$

 

 

$

3,620

 

 

$

 

 

$

720

 

 

$

 

 

$

4,237

 

 

$

567

 

 

$

23

 

 

$

 

 

$

 

 

$

5,547

 

Collectively evaluated for impairment

 

 

31,384

 

 

 

92,058

 

 

 

48,807

 

 

 

157,935

 

 

 

87,709

 

 

 

33,274

 

 

 

33,000

 

 

 

89,932

 

 

 

574,099

 

 

 

48,491

 

 

 

81,468

 

 

 

54,180

 

 

 

189,389

 

 

 

79,271

 

 

 

26,975

 

 

 

31,075

 

 

 

153,940

 

 

 

664,789

 

Loans acquired with deteriorated credit quality

 

 

 

 

 

167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

167

 

 

 

 

 

 

161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

161

 

Total loans receivable

 

$

31,384

 

 

$

93,010

 

 

$

48,807

 

 

$

160,683

 

 

$

87,771

 

 

$

33,299

 

 

$

33,000

 

 

$

89,932

 

 

$

577,886

 

 

$

48,491

 

 

$

82,349

 

 

$

54,180

 

 

$

193,626

 

 

$

79,838

 

 

$

26,998

 

 

$

31,075

 

 

$

153,940

 

 

$

670,497

 

 

Credit Quality Indicators

The Company utilizes a credit grading system that provides a uniform framework for establishing and monitoring credit risk in the loan portfolio. Under this system, construction, land, multi-family real estate, other commercial real estate, and commercial and industrial loans are graded based on pre-determined risk metrics and categorized into one of nine risk grades. These risk grades can be summarized into categories described as pass, special mention, substandard, doubtful and loss, as described in further detail below.

 

Pass (Risk Grades 1-5): Loans in this category include obligations in which the probability of default is considered low.

 

Special Mention (Risk Grade 6): Loans in this category exhibit potential credit weaknesses or downward trends deserving management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. Although a special mention asset has a higher probability of default than pass-rated categories, its default is not imminent.

16


 

Substandard (Risk Grade 7): Loans in this category have defined weaknesses that jeopardize the orderly liquidation of debt. A substandard loan is inadequately protected by the current worth and paying capacity of the obligor or by the collateral pledged, if any. Normal repayment from the borrower is in jeopardy, although no loss of principal is envisioned. There is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified as substandard.

 

Doubtful (Risk Grade 8): Loans classified as doubtful have all of the weaknesses found in substandard loans, with the added characteristic that the weaknesses make collection of debt in full, based on currently existing facts, conditions and values, highly questionable or improbable. Serious problems exist such that partial loss of principal is likely; however, because of certain important, reasonably specific pending factors that may work to strengthen the assets, the loans’ classification as estimated losses is deferred until a more exact status may be determined. Such pending factors may include proposed merger, acquisition or liquidation procedures, capital injection, perfection of liens on additional collateral and refinancing plans. Loans classified as doubtful may include loans to borrowers that have demonstrated a history of failing to live up to agreements. The Company did not have any loans classified as Doubtful (Risk Grade 8) as of June 30, 2021March 31, 2022 or December 31, 2020.2021.

 

Loss (Risk Grade 9): Loans are classified in this category when borrowers are deemed incapable of repayment of unsecured debt. Loans to such borrowers are considered uncollectable and of such little value that continuance as active assets of the Company is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not prudent to defer writing off these assets, even though partial recovery may be realized in the future. The Company did not have any loans classified as Loss (Risk Grade 9) as of June 30, 2021March 31, 2022 or December 31, 2020.2021.

Because residential real estate and consumer loans are more uniform in nature, each loan is categorized into one of two risk grades, depending on whether the loan is considered to be performing or nonperforming. Performing loans are loans that are paying principal and interest in accordance with a contractual agreement. Nonperforming loans are loans that have demonstrated characteristics that indicate a probability of loss.

17


The tables below illustrate the carrying amount of loans by credit quality indicator as of June 30, 2021:March 31, 2022:

 

 

June 30, 2021

 

 

March 31, 2022

 

 

Pass 1-5

 

 

Special Mention 6

 

 

Substandard 7

 

 

Total

 

 

Pass 1-5

 

 

Special Mention 6

 

 

Substandard 7

 

 

Total

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Loans secured by real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

51,303

 

 

$

2,120

 

 

$

2

 

 

$

53,425

 

 

$

52,815

 

 

$

 

 

$

2

 

 

$

52,817

 

Secured by multi-family residential properties

 

 

51,270

 

 

 

2,541

 

 

 

 

 

 

53,811

 

 

 

50,796

 

 

 

 

 

 

 

 

 

50,796

 

Secured by non-farm, non-residential properties

 

 

178,582

 

 

 

11,777

 

 

 

1,039

 

 

 

191,398

 

 

 

173,661

 

 

 

3,069

 

 

 

1,022

 

 

 

177,752

 

Commercial and industrial loans

 

 

76,212

 

 

 

480

 

 

 

667

 

 

 

77,359

 

 

 

66,872

 

 

 

 

 

 

1,226

 

 

 

68,098

 

Total

 

$

357,367

 

 

$

16,918

 

 

$

1,708

 

 

$

375,993

 

 

$

344,144

 

 

$

3,069

 

 

$

2,250

 

 

$

349,463

 

As a percentage of total loans

 

 

95.05

%

 

 

4.50

%

 

 

0.45

%

 

 

100.00

%

 

 

98.48

%

 

 

0.88

%

 

 

0.64

%

 

 

100.00

%

 

 

 

June 30, 2021

 

 

March 31, 2022

 

 

Performing

 

 

Nonperforming

 

 

Total

 

 

Performing

 

 

Nonperforming

 

 

Total

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Loans secured by real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured by 1-4 family residential properties

 

$

77,428

 

 

$

1,387

 

 

$

78,815

 

 

$

68,585

 

 

$

1,175

 

 

$

69,760

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct consumer

 

 

26,913

 

 

 

24

 

 

 

26,937

 

 

 

17,280

 

 

 

743

 

 

 

18,023

 

Branch retail

 

 

31,688

 

 

 

 

 

 

31,688

 

 

 

21,572

 

 

 

319

 

 

 

21,891

 

Indirect sales

 

 

176,116

 

 

 

 

 

 

176,116

 

Indirect

 

 

220,931

 

 

 

 

 

 

220,931

 

Total

 

$

312,145

 

 

$

1,411

 

 

$

313,556

 

 

$

328,368

 

 

$

2,237

 

 

$

330,605

 

As a percentage of total loans

 

 

99.55

%

 

 

0.45

%

 

 

100.00

%

 

 

99.32

%

 

 

0.68

%

 

 

100.00

%


 

The tables below illustrate the carrying amount of loans by credit quality indicator as of December 31, 2020:2021:

 

 

December 31, 2020

 

 

December 31, 2021

 

 

Pass 1-5

 

 

Special Mention 6

 

 

Substandard 7

 

 

Total

 

 

Pass 1-5

 

 

Special Mention 6

 

 

Substandard 7

 

 

Total

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Loans secured by real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

36,719

 

 

$

558

 

 

$

5

 

 

$

37,282

 

 

$

67,046

 

 

$

 

 

$

2

 

 

$

67,048

 

Secured by multi-family residential properties

 

 

54,326

 

 

 

 

 

 

 

 

 

54,326

 

 

 

43,472

 

 

 

2,528

 

 

 

 

 

 

46,000

 

Secured by non-farm, non-residential properties

 

 

170,338

 

 

 

8,572

 

 

 

5,618

 

 

 

184,528

 

 

 

189,425

 

 

 

7,442

 

 

 

1,034

 

 

 

197,901

 

Commercial and industrial loans

 

 

79,754

 

 

 

542

 

 

 

1,439

 

 

 

81,735

 

 

 

72,116

 

 

 

333

 

 

 

1,498

 

 

 

73,947

 

Total

 

$

341,137

 

 

$

9,672

 

 

$

7,062

 

 

$

357,871

 

 

$

372,059

 

 

$

10,303

 

 

$

2,534

 

 

$

384,896

 

As a percentage of total loans

 

 

95.33

%

 

 

2.70

%

 

 

1.97

%

 

 

100.00

%

 

 

96.66

%

 

 

2.68

%

 

 

0.66

%

 

 

100.00

%

 

 

 

December 31, 2020

 

 

December 31, 2021

 

 

Performing

 

 

Nonperforming

 

 

Total

 

 

Performing

 

 

Nonperforming

 

 

Total

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Loans secured by real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured by 1-4 family residential properties

 

$

86,665

 

 

$

2,191

 

 

$

88,856

 

 

$

71,526

 

 

$

1,201

 

 

$

72,727

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct consumer

 

 

29,679

 

 

 

109

 

 

 

29,788

 

 

 

20,939

 

 

 

750

 

 

 

21,689

 

Branch retail

 

 

31,816

 

 

 

278

 

 

 

32,094

 

 

 

25,486

 

 

 

206

 

 

 

25,692

 

Indirect sales

 

 

141,514

 

 

 

 

 

 

141,514

 

Indirect

 

 

205,940

 

 

 

 

 

 

205,940

 

Total

 

$

289,674

 

 

$

2,578

 

 

$

292,252

 

 

$

323,891

 

 

$

2,157

 

 

$

326,048

 

As a percentage of total loans

 

 

99.12

%

 

 

0.88

%

 

 

100.00

%

 

 

99.34

%

 

 

0.66

%

 

 

100.00

%

 

The following table provides an aging analysis of past due loans by class as of June 30, 2021:March 31, 2022:

 

 

As of June 30, 2021

 

 

As of March 31, 2022

 

 

30-59

Days

Past

Due

 

 

60-89

Days

Past

Due

 

 

90

Days

Or

Greater

 

 

Total

Past

Due

 

 

Current

 

 

Total

Loans

 

 

Recorded

Investment

> 90 Days

And

Accruing

 

 

30-59

Days

Past

Due

 

 

60-89

Days

Past

Due

 

 

90

Days

Or

Greater

 

 

Total

Past

Due

 

 

Current

 

 

Total

Loans

 

 

Recorded

Investment

> 90 Days

And

Accruing

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Loans secured by real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development

and other land loans

 

$

 

 

$

 

 

$

 

 

$

 

 

$

53,425

 

 

$

53,425

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

52,817

 

 

$

52,817

 

 

$

 

Secured by 1-4 family residential

properties

 

 

196

 

 

 

14

 

 

 

79

 

 

 

289

 

 

 

78,526

 

 

 

78,815

 

 

 

 

 

 

334

 

 

 

24

 

 

 

164

 

 

$

522

 

 

 

69,238

 

 

 

69,760

 

 

 

 

Secured by multi-family residential

properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

53,811

 

 

 

53,811

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

 

 

50,796

 

 

 

50,796

 

 

 

 

Secured by non-farm, non-residential

properties

 

 

12

 

 

 

 

 

 

 

 

 

12

 

 

 

191,386

 

 

 

191,398

 

 

 

 

 

 

3

 

 

 

 

 

 

 

 

$

3

 

 

 

177,749

 

 

 

177,752

 

 

 

 

Commercial and industrial loans

 

 

24

 

 

 

6

 

 

 

284

 

 

 

314

 

 

 

77,045

 

 

 

77,359

 

 

 

 

 

 

21

 

 

 

 

 

 

234

 

 

$

255

 

 

 

67,843

 

 

 

68,098

 

 

 

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct consumer

 

 

161

 

 

 

90

 

 

 

64

 

 

 

315

 

 

 

26,622

 

 

 

26,937

 

 

 

 

 

 

438

 

 

 

226

 

 

 

723

 

 

$

1,387

 

 

 

16,636

 

 

 

18,023

 

 

 

 

Branch retail

 

 

101

 

 

 

27

 

 

 

67

 

 

 

195

 

 

 

31,493

 

 

 

31,688

 

 

 

 

 

 

220

 

 

 

189

 

 

 

319

 

 

$

728

 

 

 

21,163

 

 

 

21,891

 

 

 

 

Indirect sales

 

 

112

 

 

 

36

 

 

 

55

 

 

 

203

 

 

 

175,913

 

 

 

176,116

 

 

 

 

Indirect

 

 

21

 

 

 

 

 

 

 

 

$

21

 

 

 

220,910

 

 

 

220,931

 

 

 

 

Total

 

$

606

 

 

$

173

 

 

$

549

 

 

$

1,328

 

 

$

688,221

 

 

$

689,549

 

 

$

 

 

$

1,037

 

 

$

439

 

 

$

1,440

 

 

$

2,916

 

 

$

677,152

 

 

$

680,068

 

 

$

 

As a percentage of total loans

 

 

0.09

%

 

 

0.03

%

 

 

0.08

%

 

 

0.19

%

 

 

99.81

%

 

 

100.00

%

 

 

 

 

 

 

0.16

%

 

 

0.06

%

 

 

0.21

%

 

 

0.43

%

 

 

99.57

%

 

 

100.00

%

 

 

 

 

 

 

 


The following table provides an aging analysis of past due loans by class as of December 31, 2020:2021:

 

 

As of December 31, 2020

 

 

As of December 31, 2021

 

 

30-59

Days

Past

Due

 

 

60-89

Days

Past

Due

 

 

90

Days

Or

Greater

 

 

Total

Past

Due

 

 

Current

 

 

Total

Loans

 

 

Recorded

Investment

> 90 Days

And

Accruing

 

 

30-59

Days

Past

Due

 

 

60-89

Days

Past

Due

 

 

90

Days

Or

Greater

 

 

Total

Past

Due

 

 

Current

 

 

Total

Loans

 

 

Recorded

Investment

> 90 Days

And

Accruing

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Loans secured by real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development

and other land loans

 

$

 

 

$

 

 

$

 

 

$

 

 

$

37,282

 

 

$

37,282

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

67,048

 

 

$

67,048

 

 

$

 

Secured by 1-4 family residential

properties

 

 

799

 

 

 

244

 

 

 

72

 

 

 

1,115

 

 

 

87,741

 

 

 

88,856

 

 

 

 

 

 

349

 

 

 

23

 

 

 

20

 

 

 

392

 

 

 

72,335

 

 

 

72,727

 

 

 

 

Secured by multi-family residential

properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

54,326

 

 

 

54,326

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46,000

 

 

 

46,000

 

 

 

 

Secured by non-farm, non-residential

properties

 

 

287

 

 

 

 

 

 

1,337

 

 

 

1,624

 

 

 

182,904

 

 

 

184,528

 

 

 

 

 

 

403

 

 

 

 

 

 

 

 

 

403

 

 

 

197,498

 

 

 

197,901

 

 

 

 

Commercial and industrial loans

 

 

683

 

 

 

561

 

 

 

 

 

 

1,244

 

 

 

80,491

 

 

 

81,735

 

 

 

 

 

 

54

 

 

 

 

 

 

234

 

 

 

288

 

 

 

73,659

 

 

 

73,947

 

 

 

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct consumer

 

 

257

 

 

 

191

 

 

 

214

 

 

 

662

 

 

 

29,126

 

 

 

29,788

 

 

 

 

 

 

652

 

 

 

589

 

 

 

730

 

 

 

1,971

 

 

 

19,718

 

 

 

21,689

 

 

 

 

Branch retail

 

 

176

 

 

 

61

 

 

 

144

 

 

 

381

 

 

 

31,713

 

 

 

32,094

 

 

 

 

 

 

377

 

 

 

182

 

 

 

206

 

 

 

765

 

 

 

24,927

 

 

 

25,692

 

 

 

 

Indirect sales

 

 

234

 

 

 

39

 

 

 

49

 

 

 

322

 

 

 

141,192

 

 

 

141,514

 

 

 

 

Indirect

 

 

43

 

 

 

14

 

 

 

 

 

 

57

 

 

 

205,883

 

 

 

205,940

 

 

 

 

Total

 

$

2,436

 

 

$

1,096

 

 

$

1,816

 

 

$

5,348

 

 

$

644,775

 

 

$

650,123

 

 

$

 

 

$

1,878

 

 

$

808

 

 

$

1,190

 

 

$

3,876

 

 

$

707,068

 

 

$

710,944

 

 

$

 

As a percentage of total loans

 

 

0.37

%

 

 

0.17

%

 

 

0.28

%

 

 

0.82

%

 

 

99.18

%

 

 

100.00

%

 

 

 

 

 

 

0.27

%

 

 

0.11

%

 

 

0.17

%

 

 

0.55

%

 

 

99.45

%

 

 

100.00

%

 

 

 

 

 


The following table provides an analysis of non-accruing loans by class as of June 30, 2021March 31, 2022 and December 31, 2020:2021:

 

 

Loans on Non-Accrual Status

 

 

Loans on Non-Accrual Status

 

 

June 30,

2021

 

 

December 31,

2020

 

 

March 31,

2022

 

 

December 31,

2021

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Loans secured by real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

2

 

 

$

12

 

 

$

2

 

 

$

2

 

Secured by 1-4 family residential properties

 

 

780

 

 

 

1,248

 

 

 

899

 

 

 

780

 

Secured by multi-family residential properties

 

 

 

 

 

 

 

 

 

 

 

 

Secured by non-farm, non-residential properties

 

 

 

 

 

1,340

 

 

 

 

 

 

 

Commercial and industrial loans

 

 

310

 

 

 

74

 

 

 

274

 

 

 

277

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct consumer

 

 

65

 

 

 

219

 

 

 

734

 

 

 

743

 

Branch retail

 

 

67

 

 

 

144

 

 

 

319

 

 

 

206

 

Indirect sales

 

 

55

 

 

 

49

 

Indirect

 

 

 

 

 

 

Total loans

 

$

1,279

 

 

$

3,086

 

 

$

2,228

 

 

$

2,008

 

 

COVID-19 Loan Deferments and Risk Identification

In accordance with section 4013 of the Coronavirus Aid, Relief and Economic Security (CARES) Act and interpretive guidance from banking regulators, in 2020 the Company implemented initiatives to provide short-term payment relief to borrowers who were negatively impacted by COVID-19. As of June 30, 2021, loans that continued to be in pandemic-related deferment totaled $0.6 million, compared to $8.1 million as of December 31, 2020.

In addition, at the onset of the pandemic, management identified certain categories of loans that it believed to be at “high-risk” of potential default or credit loss due to the COVID-19 pandemic. The “high-risk” category, which includes loans collateralized by hotels/motels and dine-in restaurants, decreased to $12.0 million, or 1.7% of the loan portfolio, as of June 30, 2021, compared to $13.5 million, or 2.1% of the loan portfolio, as of December 31, 2020.  

The spread of COVID-19 has created a global public health crisis that has resulted in widespread volatility and deterioration in household, business, economic and market conditions. Although loans in deferment status and loans in the “high-risk” category have decreased, the Company will continue to closely monitor the impact of changing economic circumstances on the Company’s loan portfolio.

Paycheck Protection Program

Sections 1102 and 1106 of the CARES Act added a new loan program administered by the Small Business Administration (“SBA”) entitled the Paycheck Protection Program (“PPP”). The PPP is intended to provide economic relief to small businesses throughout the United States that have been adversely impacted by COVID-19. PPP loans are 100% guaranteed by the SBA and are forgivable in whole or in part if the proceeds are used by the borrower for payroll and other permitted purposes in accordance with the requirements of the PPP (as discussed in greater detail below). If not forgiven in whole or in part, the loans carry a fixed interest rate of 1.00% per annum with payments deferred for 24 weeks from the date of the loan, plus another 10 months after the 24-week period. As compensation for originating a PPP loan, the Company receives lender processing fees from the SBA ranging from 1% to 5% of the original loan balance, depending on the size of the loan. Processing fees, net of origination costs, are deferred and amortized over the contractual life of the loan as interest income. Upon forgiveness of a loan by the SBA, any unrecognized net deferred fees will be recognized as interest income in that period.

PPP loans were initially originated for a term of two years; however, a June 5, 2020 amendment to the CARES Act (i) provided for a five-year minimum loan term for loans originated after that date and (ii) permitted lenders and borrowers to amend loans previously issued under two-year terms to provide for terms of five to ten years if mutually agreed upon by both the lender and the borrower. As of June 30, 2021, 151 PPP loans with an aggregate principal balance of $11.6 million remained outstanding. Of this amount, $5.8 million of the loans were originated under two-year terms, and $5.8 million of the loans were originated under five-year terms.

A borrower is eligible for forgiveness of principal and accrued interest on its PPP loan to the extent that the proceeds were used to cover eligible payroll costs, interest costs, rent and utility costs over a period of between eight and twenty-four weeks after the loan is made, as long as the borrower retains its employees and their compensation levels. The SBA began processing forgiveness payments during the fourth quarter of 2020. As of June 30, 2021, 120 of the Company’s borrowers had received PPP loan forgiveness. Amortized PPP loan fees, which are recognized in interest and fees on loans, totaled approximately $242 thousand for the six months ended June 30, 2021 and $161 thousand for the year ended December 31, 2020. As of June 30, 2021, the Company had approximately $344 thousand in remaining net deferred SBA PPP loan fees.

20


Impaired Loans

A loan is considered 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 related loan agreement. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the liquidation of the collateral. At the Bank, all loans of $0.5 million or more that have a credit quality risk grade of seven or above are identified for impairment analysis. At management’s discretion, additional loans may be impaired based on homogeneous factors such as changes in the nature and volume of the portfolio, portfolio quality, adequacy of the underlying collateral value, loan concentrations, historical charge-off trends and economic conditions that may affect the borrower’s ability to pay. At ALC, all loans of $50 thousand or more that are 90 days or more past due are identified for impairment analysis. As of both June 30, 2021March 31, 2022 and December 31, 2020,2021, there were $0.1 million of impaired loans with no related allowance recorded at ALC. Impaired loans, or portions thereof, are charged off when deemed uncollectable.

19


As of June 30, 2021,March 31, 2022, the carrying amount of the Company’s impaired loans consisted of the following:

 

 

June 30, 2021

 

 

March 31, 2022

 

 

Carrying

Amount

 

 

Unpaid

Principal

Balance

 

 

Related

Allowances

 

 

Carrying

Amount

 

 

Unpaid

Principal

Balance

 

 

Related

Allowances

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Impaired loans with no related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans secured by real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Secured by 1-4 family residential properties

 

 

678

 

 

 

678

 

 

 

 

 

 

621

 

 

 

621

 

 

 

 

Secured by multi-family residential properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured by non-farm, non-residential properties

 

 

1,056

 

 

 

1,056

 

 

 

 

 

 

1,039

 

 

 

1,039

 

 

 

 

Commercial and industrial

 

 

 

 

 

 

 

 

 

 

 

614

 

 

 

614

 

 

 

 

Direct consumer

 

 

22

 

 

 

22

 

 

 

 

 

 

20

 

 

 

20

 

 

 

 

Total loans with no related allowance recorded

 

$

1,756

 

 

$

1,756

 

 

$

 

 

$

2,294

 

 

$

2,294

 

 

$

 

Impaired loans with an allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans secured by real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Secured by 1-4 family residential properties

 

 

17

 

 

 

17

 

 

 

11

 

 

 

16

 

 

 

16

 

 

 

9

 

Secured by multi-family residential properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured by non-farm, non-residential properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

58

 

 

 

58

 

 

 

59

 

 

 

56

 

 

 

56

 

 

 

56

 

Direct consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans with an allowance recorded

 

$

75

 

 

$

75

 

 

$

70

 

 

$

72

 

 

$

72

 

 

$

65

 

Total impaired loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans secured by real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Secured by 1-4 family residential properties

 

 

695

 

 

 

695

 

 

 

11

 

 

 

637

 

 

 

637

 

 

 

9

 

Secured by multi-family residential properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured by non-farm, non-residential properties

 

 

1,056

 

 

 

1,056

 

 

 

 

 

 

1,039

 

 

 

1,039

 

 

 

 

Commercial and industrial

 

 

58

 

 

 

58

 

 

 

59

 

 

 

670

 

 

 

670

 

 

 

56

 

Direct consumer

 

 

22

 

 

 

22

 

 

 

 

 

 

20

 

 

 

20

 

 

 

 

Total impaired loans

 

$

1,831

 

 

$

1,831

 

 

$

70

 

 

$

2,366

 

 

$

2,366

 

 

$

65

 

 


As of December 31, 2020,2021, the carrying amount of the Company’s impaired loans consisted of the following:  

 

 

December 31, 2020

 

 

December 31, 2021

 

 

Carrying

Amount

 

 

Unpaid

Principal

Balance

 

 

Related

Allowances

 

 

Carrying

Amount

 

 

Unpaid

Principal

Balance

 

 

Related

Allowances

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Impaired loans with no related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans secured by real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Secured by 1-4 family residential properties

 

 

885

 

 

 

885

 

 

 

 

 

 

630

 

 

 

630

 

 

 

 

Secured by multi-family residential properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured by non-farm, non-residential properties

 

 

5,594

 

 

 

5,594

 

 

 

 

 

 

1,051

 

 

 

1,051

 

 

 

 

Commercial and industrial

 

 

530

 

 

 

530

 

 

 

 

 

 

823

 

 

 

823

 

 

 

 

Direct consumer

 

 

 

 

 

 

 

 

 

 

 

21

 

 

 

21

 

 

 

 

Total loans with no related allowance recorded

 

$

7,009

 

 

$

7,009

 

 

$

 

 

$

2,525

 

 

$

2,525

 

 

$

 

Impaired loans with an allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans secured by real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Secured by 1-4 family residential properties

 

 

18

 

 

 

18

 

 

 

12

 

 

 

16

 

 

 

16

 

 

 

10

 

Secured by multi-family residential properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured by non-farm, non-residential properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

60

 

 

 

60

 

 

 

61

 

 

 

57

 

 

 

57

 

 

 

57

 

Direct consumer

 

 

24

 

 

 

24

 

 

 

1

 

 

 

 

 

 

 

 

 

 

Total loans with an allowance recorded

 

$

102

 

 

$

102

 

 

$

74

 

 

$

73

 

 

$

73

 

 

$

67

 

Total impaired loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans secured by real estate

 

.

 

 

 

 

 

 

 

 

 

 

.

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Secured by 1-4 family residential properties

 

 

903

 

 

 

903

 

 

 

12

 

 

 

646

 

 

 

646

 

 

 

10

 

Secured by multi-family residential properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured by non-farm, non-residential properties

 

 

5,594

 

 

 

5,594

 

 

 

 

 

 

1,051

 

 

 

1,051

 

 

 

 

Commercial and industrial

 

 

590

 

 

 

590

 

 

 

61

 

 

 

880

 

 

 

880

 

 

 

57

 

Direct consumer

 

 

24

 

 

 

24

 

 

 

1

 

 

 

21

 

 

 

21

 

 

 

 

Total impaired loans

 

$

7,111

 

 

$

7,111

 

 

$

74

 

 

$

2,598

 

 

$

2,598

 

 

$

67

 

The average net investment in impaired loans and interest income recognized and received on impaired loans during the sixthree months ended June 30, 2021March 31, 2022 and the year ended December 31, 20202021 were as follows:

 

 

Six Months Ended June 30, 2021

 

 

Three Months Ended March 31, 2022

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Interest

Income

Received

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Interest

Income

Received

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Loans secured by real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Secured by 1-4 family residential properties

 

 

868

 

 

 

25

 

 

 

25

 

 

 

642

 

 

 

2

 

 

 

1

 

Secured by multi-family residential properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured by non-farm, non-residential properties

 

 

3,700

 

 

 

115

 

 

 

83

 

 

 

1,043

 

 

 

13

 

 

 

15

 

Commercial and industrial

 

 

433

 

 

 

19

 

 

 

17

 

 

 

739

 

 

 

5

 

 

 

5

 

Direct consumer

 

 

23

 

 

 

1

 

 

 

2

 

 

 

20

 

 

 

 

 

 

1

 

Total

 

$

5,024

 

 

$

160

 

 

$

127

 

 

$

2,444

 

 

$

20

 

 

$

22

 


 

 

Year Ended December 31, 2020

 

 

Year Ended December 31, 2021

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Interest

Income

Received

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Interest

Income

Received

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Loans secured by real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Secured by 1-4 family residential properties

 

 

923

 

 

 

10

 

 

 

10

 

 

 

773

 

 

 

31

 

 

 

31

 

Secured by multi-family residential properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured by non-farm, non-residential properties

 

 

2,467

 

 

 

28

 

 

 

28

 

 

 

2,377

 

 

 

140

 

 

 

108

 

Commercial and industrial

 

 

118

 

 

 

7

 

 

 

7

 

 

 

637

 

 

 

61

 

 

 

40

 

Direct consumer

 

 

25

 

 

 

1

 

 

 

2

 

 

 

22

 

 

 

9

 

 

 

2

 

Total

 

$

3,533

 

 

$

46

 

 

$

47

 

 

$

3,809

 

 

$

241

 

 

$

181

 

 

Loans on which the accrual of interest has been discontinued amounted to $1.3$2.2 million and $3.1$2.0 million as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively. If interest on those loans had been accrued, there would have been $39$18 thousand and $161$52 thousand of interest accrued for the periods ended June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively. Interest income related to these loans for the sixthree months ended June 30, 2021March 31, 2022 and the year ended December 31, 20202021 was $17$6 thousand and $42$30 thousand, respectively.

Troubled Debt Restructurings

Troubled debt restructurings include loans with respect to which concessions have been granted to borrowers that generally would not have otherwise been considered had the borrowers not been experiencing financial difficulty. The concessions granted may include payment schedule modifications, interest rate reductions, maturity date extensions, modifications of note structure, principal balance reductions or some combination of these concessions. There were 20 loans with balances totaling $6.5 million modified with concessions granted during the sixthree months ended June 30, 2021March 31, 2022 and 02 loans with balances totaling $0.6 million modified with concessions granted during the year ended December 31, 2020.2021. Restructured loans may involve loans remaining on non-accrual, moving to non-accrual or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Non-accrual restructured loans are included with all other non-accrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings. Generally, restructured loans remain on non-accrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on non-accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, then the loan remains on non-accrual. The Company did not have any non-accruing loans that were previously restructured and that remained on non-accrual status as of both June 30, 2021March 31, 2022 and December 31, 2020.2021. For both the sixthree months ended June 30, 2021March 31, 2022 and the year ended December 31, 2020,2021, the Company had 0 loans that were restored to accrual status based on a sustained period of repayment performance.

The following table provides, as of June 30, 2021March 31, 2022 and December 31, 2020,2021, the number of loans remaining in each loan category that the Company had previously modified in a troubled debt restructuring, as well as the pre- and post-modification principal balance as of each date.

 

 

June 30, 2021

 

 

December 31, 2020

 

 

March 31, 2022

 

 

December 31, 2021

 

 

Number

of Loans

 

 

Pre-

Modification

Outstanding

Principal

Balance

 

 

Post-

Modification

Principal

Balance

 

 

Number

of Loans

 

 

Pre-

Modification

Outstanding

Principal

Balance

 

 

Post-

Modification

Principal

Balance

 

 

Number

of Loans

 

 

Pre-

Modification

Outstanding

Principal

Balance

 

 

Post-

Modification

Principal

Balance

 

 

Number

of Loans

 

 

Pre-

Modification

Outstanding

Principal

Balance

 

 

Post-

Modification

Principal

Balance

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Loans secured by real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land

loans

 

 

1

 

 

$

107

 

 

$

 

 

 

1

 

 

$

107

 

 

$

 

 

 

1

 

 

$

107

 

 

$

 

 

 

1

 

 

$

107

 

 

$

 

Secured by 1-4 family residential properties

 

 

2

 

 

 

59

 

 

 

12

 

 

 

2

 

 

 

59

 

 

 

12

 

 

 

2

 

 

 

59

 

 

 

12

 

 

 

2

 

 

 

59

 

 

 

12

 

Secured by non-farm, non-residential properties

 

 

2

 

 

 

621

 

 

 

621

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

621

 

 

 

615

 

 

 

2

 

 

 

621

 

 

 

617

 

Commercial loans

 

 

2

 

 

 

116

 

 

 

35

 

 

 

2

 

 

 

116

 

 

 

39

 

 

 

2

 

 

 

116

 

 

 

29

 

 

 

2

 

 

 

116

 

 

 

31

 

Total

 

 

7

 

 

$

903

 

 

$

668

 

 

 

5

 

 

$

282

 

 

$

51

 

 

 

7

 

 

$

903

 

 

$

656

 

 

 

7

 

 

$

903

 

 

$

660

 

 

As of June 30, 2021March 31, 2022 and December 31, 2020,2021, 0 loans that previously had been modified in a troubled debt restructuring had defaulted subsequent to modification.

Restructured loan modifications primarily included maturity date extensions and payment schedule modifications. There were no modifications to principal balances of the loans that were restructured. Accordingly, there was no impact on the Company’s allowance for loan and lease losses resulting from the modifications.

2322


All loans with a principal balance of $0.5 million or more that have been modified in a troubled debt restructuring are considered impaired and evaluated individually for impairment. The nature and extent of impairment of restructured loans, including those that have experienced a subsequent payment default, are considered in the determination of an appropriate level of allowance for loan and lease losses. This evaluation resulted in an allowance for loan and lease losses attributable to such restructured loans of $7 thousand and $1 thousand as of June 30, 2021both March 31, 2022 and December 31, 2020, respectively.2021.

5.6.

OTHER REAL ESTATE OWNED AND REPOSSESSED ASSETS

Other Real Estate Owned

Other real estate and certain other assets acquired in foreclosure are reported at the net realizable value of the property, less estimated costs to sell. The following table summarizes foreclosed property activity as of the sixthree months ended June 30, 2021March 31, 2022 and 2020:2021:

 

 

June 30,

2021

 

 

June 30,

2020

 

 

March 31,

2022

 

 

March 31,

2021

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Beginning balance

 

$

949

 

 

$

1,078

 

 

$

2,149

 

 

$

949

 

Additions (1)

 

 

 

 

 

293

 

Sales proceeds

 

 

(142

)

 

 

(358

)

 

 

(1,431

)

 

 

 

Gross gains

 

 

56

 

 

 

38

 

 

 

183

 

 

 

 

Gross losses

 

 

 

 

 

(38

)

 

 

(27

)

 

 

 

Net gains

 

 

56

 

 

 

 

 

 

156

 

 

 

 

Impairment

 

 

(17

)

 

 

(10

)

 

 

 

 

 

(7

)

Ending balance

 

$

846

 

 

$

1,003

 

 

$

874

 

 

$

942

 

 

(1)

Additions to other real estate owned (“OREO”) include transfers from loans, other assets and capitalized improvements to existing OREO properties.

Valuation adjustments are recorded in other non-interest expense and are primarily post-foreclosure write-downs that are a result of continued declining property values based on updated appraisals or other indications of value, such as offers to purchase. Net realizable value less estimated costs to sell of foreclosed residential real estate held by the Company was 0 and $0.1$0.2 million as of June 30, 2021both March 31, 2022 and 2020, respectively.December 31, 2021. In addition, the Company held $0.3 million of consumer mortgage loans collateralized by residential real estate that were in the process of foreclosure as of March 31, 2022. The Company did 0t hold any consumer mortgage loans collateralized by residential real estate that were in the process of foreclosure as of both June 30, 2021 and 2020.December 31, 2021.

Repossessed Assets

In addition to the other real estate and other assets acquired in foreclosure, the Company also acquires assets through the repossession of the underlying collateral of loans in default. The following table summarizes repossessed asset activity as of the sixthree months ended June 30, 2021March 31, 2022 and 2020:2021:

 

 

June 30,

2021

 

 

June 30,

2020

 

 

March 31,

2022

 

 

March 31,

2021

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Beginning balance

 

$

245

 

 

$

256

 

 

$

154

 

 

$

245

 

Transfers from loans

 

 

515

 

 

 

561

 

 

 

51

 

 

 

400

 

Sales proceeds

 

 

(588

)

 

 

(270

)

 

 

(100

)

 

 

(262

)

Gross gains

 

 

 

 

 

 

Gross losses

 

 

(67

)

 

 

(286

)

 

 

(44

)

 

 

(45

)

Net losses

 

 

(67

)

 

 

(286

)

 

 

(44

)

 

 

(45

)

Impairment

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

105

 

 

$

261

 

 

$

61

 

 

$

338

 

 

Repossessed assets are included in Other Assets in the Company’s condensed consolidated balance sheet.

 

 


6.7.

GOODWILL AND OTHER INTANGIBLE ASSETS

The Company recorded $7.4 million of goodwill as a result of its acquisition of The Peoples Bank (“TPB”) in 2018. Goodwill impairment was neither indicated nor recorded during the three months ended June 30, 2021March 31, 2022 or the year ended December 31, 2020.2021.

 

Goodwill is tested for impairment annually, or more often if circumstances warrant. If, as a result of impairment testing, it is determined that the implied fair value of goodwill is lower than its carrying amount, impairment is indicated, and goodwill must be written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements. Goodwill totaled $7.4 million as of both June 30, 2021March 31, 2022 and December 31, 2020.2021.

 

Core deposit premiums are amortized over a seven-year period and are periodically evaluated, at least annually, as to the recoverability of their carrying value. Core deposit premiums of $2.0 million were recorded during 2018 as part of the TPB acquisition.

The Company’s goodwill and other intangible assets (carrying basis and accumulated amortization) as of June 30, 2021March 31, 2022 were as follows:

 

 

June 30, 2021

 

 

March 31, 2022

 

December 31, 2021

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Goodwill

 

$

7,435

 

 

$

7,435

 

$

7,435

 

Core deposit intangible:

 

 

 

 

 

 

 

 

 

 

Gross carrying amount

 

 

2,048

 

 

 

2,048

 

2,048

 

Accumulated amortization

 

 

(1,256

)

 

 

(1,487

)

 

(1,414

)

Core deposit intangible, net

 

 

792

 

 

 

561

 

 

634

 

Total

 

$

8,227

 

 

$

7,996

 

$

8,069

 

 

The Company’s estimated remaining amortization expense on intangiblesintangible assets as of June 30, 2021March 31, 2022 was as follows:

 

 

Amortization Expense

 

 

Amortization Expense

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

2021

 

 

158

 

2022

 

 

268

 

 

$

195

 

2023

 

 

195

 

 

 

195

 

2024

 

 

122

 

 

 

122

 

2025

 

 

49

 

 

 

49

 

Total

 

$

792

 

 

$

561

 

 

The net carrying amount of the Company’s core deposit premiums is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from use and eventual disposition. That assessment is based on the carrying amount of the intangible assets subject to amortization at the date on which it is tested for recoverability. Intangible assets subject to amortization are tested by the Company for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

 

7.8.

BORROWINGS

Short-Term Borrowings

Short-term borrowings consist of federal funds purchased, securities sold under repurchase agreements, and short-term FHLB advances with original maturities of one year or less. Short-term borrowings totaled $10.0 million as of both June 30, 2021 and December 31, 2020.

 

Federal funds purchased, which represent unsecured lines of credit that generally mature within one to four days, are available to the Bank through arrangements with correspondent banks and the Federal Reserve. As of both June 30, 2021March 31, 2022 and December 31, 2020,2021, there were 0 federal funds purchased outstanding.

 

Securities sold under repurchase agreements, which are secured borrowings, generally are reflected at the amount of cash received in connection with the transaction. The Bank may be required to provide additional collateral based on the fair value of the underlying securities. The Bank monitors the fair value of the underlying securities on a daily basis. Securities sold under repurchase agreements as of both June 30, 2021March 31, 2022 and December 31, 20202021 totaled $17 thousand.$62 thousand and $46 thousand, respectively.

 

Short-term FHLB advances are secured borrowings available to the Bank as an alternative funding source. As of both June 30, 2021March 31, 2022 and December 31, 2020,2021, the Bank had $10.1 million and $10.0 million, respectively, in outstanding FHLB advances with original maturities of less than one year.

 

 


Long-Term Borrowings

FHLB Advances

The Company may use FHLB advances with original maturities of more than one year as an alternative to funding sources with similar maturities, such as certificates of deposit or other deposit programs. These advances generally offer more attractive rates than other mid-term financing options. They are also flexible, allowing the Company to quickly obtain the necessary maturities and rates that best suit its overall asset/liability strategy. FHLB advances with an original maturity of more than one year are classified as long-term. As of both June 30, 2021March 31, 2022 and December 31, 2020,2021, the Company did 0t have any long-term FHLB advances outstanding.

Subordinated Debt

On October 1, 2021, the Company completed a private placement of $11.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes that will mature on October 1, 2031 (the “Notes”). The Notes bear interest at a rate of 3.50% per annum for the first five years, after which the interest rate will be reset quarterly to a benchmark interest rate per annum which, subject to certain conditions provided in the Notes, will be equal to the then current three-month term Secured Overnight Financing Rate (“SOFR”) plus 275 basis points. The Company expects to continue to use the net proceeds for general corporate purposes, which may include the repurchase of the Company’s common stock, and to support organic growth plans, including the maintenance of capital ratios. Following receipt of the net proceeds of the Notes, the Company invested $5 million into capital surplus of the Bank. As of both March 31, 2022 and December 31, 2021, the Notes were recorded as long-term borrowings totaling $10.7 million, net of unamortized debt issuance costs. The table below provides additional information related to the Notes as of and for the three-month periods ended March 31, 2022 and 2021, respectively.

 

 

 

March 31,

 

 

March 31,

 

 

 

2022

 

 

2021

 

 

 

(Dollars in Thousands)

 

Balance at period-end

 

$

10,671

 

 

$

 

Average balance during the period

 

$

10,655

 

 

$

 

Maximum month-end balance during the year

 

$

10,671

 

 

$

 

Average rate paid during the year, including amortization of debt issuance costs

 

 

4.16

%

 

 

 

Weighted average remaining maturity (in years)

 

 

9.50

 

 

 

 

Available Credit

As an additional funding source, the Company has available unused lines of credit with correspondent banks, the Federal Reserve and the FHLB. Certain of these funding sources are subject to underlying collateral. As of June 30, 2021March 31, 2022 and December 31, 2020,2021, the Company’s available unused lines of credit consisted of the following:

 

Available Unused Lines of Credit

 

Collateral Requirements

 

June 30, 2021March 31, 2022

 

December 31, 20202021

Correspondent banks

 

None

 

$44.845.0 million

 

$44.845.0 million

Federal Reserve (discount window)

 

Subject to collateral

 

$1.30.9 million

 

$1.61.0 million

FHLB advances (1)

 

Subject to collateral

 

$227.9237.5 million

 

$225.8237.0 million

 

 

(1)

These amounts represent the total remaining credit the Company has from the FHLB, but this credit can only be utilized to the extent that underlying collateral exists. Assets pledged (including loans and investment securities) associated with FHLB advances and letters of credit totaled $58.6$69.3 million and $36.1$66.6 million as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively. The Company’s collateral exposure with the FHLB in the form of advances and letters of credit was $40.0 million and $20.0 million as of June 30, 2021both March 31, 2022 and December 31, 2020, respectively,2021, leaving an excess of collateral of $18.6$29.3 million and $16.1$26.6 million, respectively, available to utilize for additional credit as of the respective dates.

 


8.9.

INCOME TAXES

The provision for income taxes was $0.5$0.4 million and $0.4$0.3 million for the six-monththree-month periods ended June 30,March 31, 2022 and 2021, and 2020, respectively. The Company’s effective tax rate was 22.1%22.7% and 23.3%22.0%, respectively, for the same periods. The effective tax rate is impacted by recurring permanent differences, such as those associated with bank-owned life insurance and tax-exempt investment and loan income.

The Company had a net deferred tax asset of $1.7$3.3 million and $2.0$2.5 million as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively. The decrease in the net deferred tax asset resulted primarily from the impact ofis impacted by changes in the fair value of securities available-for-sale combined with reductionsand cash flow hedges, changes in net operating loss carryforwards and other book-to-tax temporary differences.

9.10.

DEFERRED COMPENSATION PLANS

The Company has entered into supplemental retirement compensation benefits agreements with certain directors and former executive officers. The measurement of the liability under these agreements includes estimates involving life expectancy, length of time before retirement and the expected returns on the bank-owned life insurance policies used to fund those agreements. Should these estimates prove to be materially wrong, the cost of these agreements could change accordingly. The related deferred compensation obligation to these directors and executive officers included in other liabilities was $3.2 million and $3.3 million as of June 30, 2021both March 31, 2022 and December 31, 2020, respectively.2021.

Non-employee directors may elect to defer payment of all or anya portion of their Bancshares and Bank director fees under Bancshares’ Non-Employee Directors’ Deferred Compensation Plan (the “Deferral Plan”). The Deferral Plan permits non-employee directors to invest their directors’ fees and to receive the adjusted value of the deferred amounts in cash and/or shares of Bancshares’ common stock. Neither Bancshares nor the Bank makes any contribution to participants’ accounts under the Deferral Plan. As of June 30, 2021March 31, 2022 and December 31, 2020,2021, a total of 115,506119,270 and 111,419117,825 shares of Bancshares common stock, respectively, were deferred in connection with the Deferral Plan. All deferred fees, whether in the form of cash or shares of Bancshares common stock, are reflected as compensation expense in the period earned. The Company classifies all deferred directors’ fees allocated to be paid in shares as equity additional paid-in capital. The Company may use issued shares or shares of treasury stock to satisfy these obligations when due.

10.11.

STOCK AWARDS

In accordance with the Company’s 2013 Incentive Plan, stock awards, including stock options and restricted stock, have been granted to certain employees and non-employee directors. Shares of common stock available for distribution to satisfy the grants may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. Stock-based compensation expense related to stock awards totaled $0.2$0.1 million for both of the six-monththree-month periods ended June 30, 2021March 31, 2022 and 2020.2021.

26


Stock Options

Stock option awards have been granted with an exercise price equal to the market price of the Company’s common stock on the date of the grant and have vesting periods ranging from one to three years, with 10-year contractual terms.

The Company recognizes the cost of services received in exchange for stock option awards based on the grant date fair value of the award, with compensation expense recognized on a straight-line basis over the award’s vesting period. The fair value of outstanding awards was determined using the Black-Scholes option pricing model based on the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock. The Company did 0t grant any stock option awards during the sixthree months ended June 30, 2021.March 31, 2022.

 

The following table summarizes the Company’s stock option activity for the periods presented.

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30, 2021

 

 

June 30, 2020

 

 

March 31, 2022

 

 

March 31, 2021

 

 

Number of

Shares

 

 

Average

Exercise

Price

 

 

Number of

Shares

 

 

Average

Exercise

Price

 

 

Number of

Shares

 

 

Average

Exercise

Price

 

 

Number of

Shares

 

 

Average

Exercise

Price

 

Options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, beginning of period

 

 

421,000

 

 

$

9.79

 

 

 

412,800

 

 

$

9.72

 

 

 

420,250

 

 

$

9.79

 

 

 

421,000

 

 

$

9.79

 

Granted

 

 

 

 

 

 

 

 

10,200

 

 

 

11.95

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Exercised

 

 

 

 

 

 

 

 

666

 

 

 

10.75

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Forfeited

 

 

 

 

 

 

 

 

334

 

 

 

10.75

 

 

 

600

 

 

 

10.86

 

 

 

 

 

 

 

Options outstanding, end of period

 

 

421,000

 

 

$

9.79

 

 

 

422,000

 

 

$

9.77

 

 

 

419,650

 

 

$

9.79

 

 

 

421,000

 

 

$

9.79

 

Options exercisable, end of period

 

 

396,095

 

 

$

9.74

 

 

 

353,183

 

 

$

9.59

 

 

 

415,916

 

 

$

9.77

 

 

 

396,095

 

 

$

9.74

 

 

The aggregate intrinsic value of stock options outstanding (calculated as the amount by which the market value of underlying stock exceeds the exercise price of the option) was approximately $0.7$0.9 million and 0$0.3 million as of June 30,March 31, 2022 and 2021, and 2020, respectively.


Restricted Stock

During the sixthree months ended June 30,March 31, 2022 and 2021, 45,938 shares and 2020, respectively, 37,930 shares, and 28,460 sharesrespectively, of restricted stock were granted. The Company recognizes the cost of services received in exchange for restricted stock awards based on the grant date closing price of the stock, with compensation expense recognized on a straight-line basis over the award’s vesting period.

11.12.

LEASES

The Bank and ALC are involved in a number of operating leases, primarily for branch locations. Branch leases have remaining lease terms ranging from less than one year to 13 years, some of which include options to extend the leases for up to five years, and some of which include an option to terminate the lease within one year. The Bank leases certain office facilities to third parties and classifies these leases as operating leases.

The following table provides a summary of the components of lease expense, as well as the reporting location in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021March 31, 2022 and 2020:2021:

 

 

Location in the Condensed

 

Three Months Ended

 

 

Six Months Ended

 

 

Location in the Condensed

 

Three Months Ended

 

 

Consolidated Statements

of Operations

 

June 30,

2021

 

 

June 30,

2020

 

 

June 30,

2021

 

 

June 30,

2020

 

 

Consolidated Statements

of Operations

 

March 31,

2022

 

 

March 31,

2021

 

 

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

 

 

 

(Dollars in Thousands)

 

Operating lease expense (1)

 

Net occupancy and equipment

 

$

209

 

 

$

212

 

 

$

418

 

 

$

423

 

 

Net occupancy and equipment

 

$

36

 

 

$

209

 

Operating lease income (2)

 

Lease income

 

$

202

 

 

$

212

 

 

$

411

 

 

$

424

 

 

Lease income

 

$

214

 

 

$

209

 

 

(1)

Includes short-term lease costs. For the three- and six-monththree-month periods ended June 30,March 31, 2022 and 2021, and 2020, short-term lease costs were nominal in amount.

(2)

Operating lease income includes rental income from owned properties.


The following table provides supplemental lease information for operating leases on the Condensed Consolidated Balance Sheet as of June 30, 2021:March 31, 2022:

 

 

Location in

the Condensed

 

 

 

 

 

Location in

the Condensed

 

 

 

 

 

Consolidated

Balance Sheet

 

June 30,

2021

 

 

Consolidated

Balance Sheet

 

March 31,

2022

 

 

 

 

(Dollars in

Thousands)

 

 

 

 

(Dollars in

Thousands)

 

Operating lease right-of-use assets

 

Other assets

 

$

2,813

 

 

Other assets

 

$

2,154

 

Operating lease liabilities

 

Other liabilities

 

$

2,878

 

 

Other liabilities

 

$

2,228

 

Weighted-average remaining lease term (in years)

 

 

 

 

5.42

 

 

 

 

 

5.78

 

Weighted-average discount rate

 

 

 

 

3.04

%

 

 

 

 

3.30

%

 

The following table provides supplemental lease information for the Condensed Consolidated Statements of Cash Flows for the sixthree months ended June 30, 2021March 31, 2022 and 2020:2021:

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30,

2021

 

 

June 30,

2020

 

 

March 31,

2022

 

 

March 31,

2021

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Cash paid for amounts included in the measurement of

lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

349

 

 

$

373

 

 

$

35

 

 

$

176

 

 


The following table is a schedule of remaining future minimum lease payments for operating leases that had an initial or remaining non-cancellable lease term in excess of one year as of June 30, 2021:March 31, 2022:

 

 

Minimum

Rental Payments

 

 

Minimum

Rental Payments

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

2021

 

$

345

 

2022

 

 

625

 

 

$

319

 

2023

 

 

491

 

 

 

432

 

2024

 

 

443

 

 

 

438

 

2025

 

 

339

 

 

 

339

 

2026 and thereafter

 

 

937

 

2026

 

 

346

 

2027 and thereafter

 

 

591

 

Total future minimum lease payments

 

$

3,180

 

 

$

2,465

 

Less: Imputed interest

 

 

302

 

 

 

237

 

Total operating lease liabilities

 

$

2,878

 

 

$

2,228

 

 

12.13.

DERIVATIVE FINANCIAL INSTRUMENTS

 

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of certain balance sheet assets and liabilities. In the normal course of business, the Company also uses derivative financial instruments to add stability to interest income or expense and to manage its exposure to movements in interest rates. The Company does not use derivatives for trading or speculative purposes and only enters into transactions that have a qualifying hedge relationship. The Company’s hedging strategies involving interest rate derivatives are classified as either cash flow hedges or fair value hedges, depending upon the rate characteristic of the hedged item.

 

Cash Flow Hedges

 

The Bank has entered into forward interest rate swap contracts on certain variable-rate money market deposit accounts (indexed to the Federal Funds effective rate’s daily weighted average). The money market account balances are expected to exceed the notional amount for the duration of the hedges and the rates on these deposits are anticipated to move closely with changes in one-month LIBOR, or a comparable benchmark interest rate. The Bank has also entered into a forward interest rate swap contract on a variable-rate FHLB advance (indexed to one-month LIBOR) that will be renewed on a monthly basis and will remain outstanding until the hedge expiration. These interest rate swaps were designated as derivative instruments in cash flow hedges with the objective of converting the floating interest payments to a fixed rate. Under the swap arrangements, the Bank pays a fixed interest rate and receives a variable interest rate based on one-month LIBOR, or a comparable benchmark interest rate, on the notional amount, with monthly net settlements. There were 0 gains or losses reclassified from other comprehensive income (loss) for cash flow hedges for the three or six months ended June 30, 2021March 31, 2022 and 2020.2021.


Fair Value Hedges

 

The Bank has entered into forward interest rate swap contracts on fixed rate commercial real estate loans. The interest rate swaps were designated as derivative instruments in fair value hedges with the objective of effectively converting pools of fixed rate assets to variable rate throughout the hedge durations. Under the swap arrangements, the Bank pays a fixed interest rate and receives a variable interest rate based on one-month LIBOR, or a comparable benchmark interest rate, on the notional amount, with monthly net settlements. The Bank recognized 0 gains or losses on the fair value hedges for the three or six months ended June 30, 2021March 31, 2022 and 2020.2021.

 

Presentation

 

The Company has elected to offset derivative fair value amounts under master netting agreements, given that all of the Company’s hedges are with the same counterparty.

 

The following table reflects the notional amount and fair value of derivative instruments included on the Company’s Consolidated Balance Sheets on a net basis.

 

 

As of June 30, 2021

 

 

As of December 31, 2020

 

 

As of March 31, 2022

 

 

As of December 31, 2021

 

 

Notional

 

 

Estimated Fair Value

 

 

Notional

 

 

Estimated Fair Value

 

 

Notional

 

 

Estimated Fair Value

 

 

Notional

 

 

Estimated Fair Value

 

 

Amount

 

 

Gain (Loss) (1)

 

 

Amount

 

 

Gain (Loss) (1)

 

 

Amount

 

 

Gain (Loss) (1)

 

 

Amount

 

 

Gain (Loss) (1)

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps related to fixed rate commercial real estate loans

 

$

20,000

 

 

$

(530

)

 

$

20,000

 

 

$

(837

)

 

$

20,000

 

 

$

509

 

 

$

20,000

 

 

$

(198

)

Total fair value hedges

 

 

 

 

 

 

(530

)

 

 

 

 

 

 

(837

)

 

 

 

 

 

 

509

 

 

 

 

 

 

 

(198

)

Cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps related to variable-rate money market deposit accounts

 

 

20,000

 

 

 

(854

)

 

 

20,000

 

 

 

(1,337

)

 

 

20,000

 

 

 

410

 

 

 

20,000

 

 

 

(472

)

Interest rate swaps related to FHLB advances

 

 

10,000

 

 

 

(274

)

 

 

10,000

 

 

 

(436

)

 

 

10,000

 

 

 

263

 

 

 

10,000

 

 

 

(104

)

Total cash flow hedges

 

 

 

 

 

 

(1,128

)

 

 

 

 

 

 

(1,773

)

 

 

 

 

 

 

673

 

 

 

 

 

 

 

(576

)

Total hedges designated as hedging instruments, net

 

 

 

 

 

$

(1,658

)

 

 

 

 

 

$

(2,610

)

 

 

 

 

 

$

1,182

 

 

 

 

 

 

$

(774

)

 

(1)

Derivatives in a gain position are recorded as other assets and derivatives in a loss position are recorded as other liabilities in the consolidated balance sheets.

 

The Company has elected the last-of-layer method with respect to both of its fair value hedges. This approach allows the Company to designate as the hedged item a stated amount of the assets that are not expected to be affected by prepayments, defaults and other factors affecting the timing and amount of cash flows. Relative to the identified pools of loans, this represents the last dollar amount of the designated commercial loans, which is equivalent to the notional amounts of the derivative instruments.

 

The following amounts were recorded on the condensed consolidated balance sheet related to cumulative basis adjustments for fair value hedges:

 

Location in the Condensed Consolidated

Balance Sheet in Which the Hedged

 

Carrying Amount of the

Hedged Assets

 

 

Cumulative Amount of Fair

Value Hedging Adjustment

Included in the Carrying

Amount of the Hedged Assets

 

 

Carrying Amount of the

Hedged Assets

 

 

Cumulative Amount of Fair

Value Hedging Adjustment

Included in the Carrying

Amount of the Hedged Assets

 

Item is Included

 

June 30, 2021

 

 

March 31, 2022

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Loans and leases, net of allowance for loan and

lease losses (1)

 

$

43,021

 

 

$

(530

)

 

$

38,317

 

 

$

509

 

 

(1)

These amounts include the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. As of June 30, 2021,March 31, 2022, the amortized cost basis of the closed portfolios used in these hedging relationships was $42.5$38.8 million, the cumulative basis adjustments associated with these hedging relationships were $0.5 million, and the amounts of the designated hedged items were $20.0 million.



The following table presents the effect of hedging derivative instruments on the Company’s Consolidated Statements of Income.Operations.

 

 

Location in the Condensed

 

Three Months Ended

 

 

Six Months Ended

 

 

Location in the Condensed

 

Three Months Ended

 

 

Consolidated Statements

of Operations

 

June 30,

2021

 

 

June 30,

2020

 

 

June 30,

2021

 

 

June 30,

2020

 

 

Consolidated Statements

of Operations

 

March 31,

2022

 

 

March 31,

2021

 

 

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

 

 

 

(Dollars in Thousands)

 

Interest income

 

Interest and fees on loans

 

$

$(63)

)

 

$

$(44)

)

 

$

$(124)

)

 

$

$(35)

)

 

Interest and fees on loans

 

$

$(59)

)

 

$

$(61)

)

Interest expense

 

Interest on deposits

 

 

32

 

 

 

21

 

 

 

63

 

 

 

15

 

 

Interest on deposits

 

 

79

 

 

 

81

 

Interest expense

 

Interest on short-term borrowings

 

 

83

 

 

 

65

 

 

 

164

 

 

 

75

 

 

Interest on short-term borrowings

 

 

30

 

 

 

31

 

 

Net interest income (expense)

 

$

$(178)

)

 

$

$(130)

)

 

$

$(351)

)

 

$

$(125)

)

 

Net interest income (expense)

 

$

$(168)

)

 

$

$(173)

)

 

13.14.

SEGMENT REPORTING

Under ASC Topic 280, Segment Reporting, certain information is disclosed for the 2 reportable operating segments of Bancshares: the Bank and ALC. The reportable segments were determined using the internal management reporting system. These segments comprise Bancshares’ and the Bank’s significant subsidiaries. The accounting policies for each segment are the same as those described in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2020.2021. The segment results include certain overhead allocations and intercompany transactions that were recorded at current market prices. All intercompany transactions have been eliminated to determine the consolidated balances. The results for the two reportable segments of the Company are included in the tables below.

 

 

 

 

 

 

 

 

 

 

All

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All

 

 

 

 

 

 

 

 

 

 

Bank

 

 

ALC

 

 

Other

 

 

Eliminations

 

 

Consolidated

 

 

Bank

 

 

ALC

 

 

Other

 

 

Eliminations

 

 

Consolidated

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

As of and for the three months ended June 30, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the three months ended March 31, 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

8,125

 

 

$

1,589

 

 

$

1

 

 

$

(334

)

 

$

9,381

 

Total interest expense

 

 

559

 

 

 

333

 

 

 

114

 

 

 

(334

)

 

 

672

 

Net interest income

 

$

7,384

 

 

$

1,927

 

 

$

1

 

 

$

 

 

$

9,312

 

 

 

7,566

 

 

 

1,256

 

 

 

(113

)

 

 

 

 

 

8,709

 

Provision for loan and lease losses

 

 

515

 

 

 

(17

)

 

 

 

 

 

 

 

 

498

 

 

 

(135

)

 

 

856

 

 

 

 

 

 

 

 

 

721

 

Net interest income after provision

 

 

7,701

 

 

 

400

 

 

 

(113

)

 

 

 

 

 

7,988

 

Total non-interest income

 

 

789

 

 

 

154

 

 

 

1,201

 

 

 

(1,335

)

 

 

809

 

 

 

855

 

 

 

70

 

 

 

1,648

 

 

 

(1,744

)

 

 

829

 

Total non-interest expense

 

 

6,365

 

 

 

1,811

 

 

 

339

 

 

 

(116

)

 

 

8,399

 

 

 

6,285

 

 

 

544

 

 

 

296

 

 

 

(69

)

 

 

7,056

 

Income before income taxes

 

 

1,293

 

 

 

287

 

 

 

863

 

 

 

(1,219

)

 

 

1,224

 

 

 

2,271

 

 

 

(74

)

 

 

1,239

 

 

 

(1,675

)

 

 

1,761

 

Provision for income taxes

 

 

275

 

 

 

71

 

 

 

(75

)

 

 

 

 

 

271

 

 

 

502

 

 

 

(19

)

 

 

(83

)

 

 

 

 

 

400

 

Net income

 

$

1,018

 

 

$

216

 

 

$

938

 

 

$

(1,219

)

 

$

953

 

 

$

1,769

 

 

$

(55

)

 

$

1,322

 

 

$

(1,675

)

 

$

1,361

 

Other significant items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

949,711

 

 

$

51,836

 

 

$

94,203

 

 

$

(148,804

)

 

$

946,946

 

 

$

972,318

 

 

$

33,518

 

 

$

104,414

 

 

$

(141,604

)

 

$

968,646

 

Total investment securities

 

 

123,502

 

 

 

 

 

 

81

 

 

 

 

 

 

123,583

 

 

 

137,655

 

 

 

 

 

 

81

 

 

 

 

 

 

137,736

 

Total loans, net

 

 

671,661

 

 

 

49,506

 

 

 

 

 

 

(43,411

)

 

 

677,756

 

 

 

669,569

 

 

 

32,237

 

 

 

 

 

 

(31,960

)

 

 

669,846

 

Goodwill and core deposit intangible, net

 

 

8,227

 

 

 

 

 

 

 

 

 

 

 

 

8,227

 

 

 

7,996

 

 

 

 

 

 

 

 

 

 

 

 

7,996

 

Investment in subsidiaries

 

 

 

 

 

 

 

 

88,228

 

 

 

(88,228

)

 

 

 

 

 

 

 

 

 

 

 

93,963

 

 

 

(93,963

)

 

 

 

Fixed asset additions

 

 

417

 

 

 

 

 

 

 

 

 

 

 

 

417

 

 

 

118

 

 

 

 

 

 

 

 

 

 

 

 

118

 

Depreciation and amortization expense

 

 

409

 

 

 

24

 

 

 

 

 

 

 

 

 

433

 

 

 

377

 

 

 

10

 

 

 

 

 

 

 

 

 

387

 

Total interest income from external customers

 

 

7,719

 

 

 

2,340

 

 

 

 

 

 

 

 

 

10,059

 

 

 

7,792

 

 

 

1,589

 

 

 

 

 

 

 

 

 

9,381

 

Total interest income from affiliates

 

 

413

 

 

 

 

 

 

2

 

 

 

(415

)

 

 

 

 

 

333

 

 

 

 

 

 

1

 

 

 

(334

)

 

 

 

For the six months ended June 30, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

14,472

 

 

$

3,900

 

 

$

4

 

 

$

 

 

$

18,376

 

Provision for loan and lease losses

 

 

820

 

 

 

79

 

 

 

 

 

 

 

 

 

899

 

Total non-interest income

 

 

1,613

 

 

 

304

 

 

 

2,497

 

 

 

(2,654

)

 

 

1,760

 

Total non-interest expense

 

 

12,642

 

 

 

3,649

 

 

 

748

 

 

 

(244

)

 

 

16,795

 

Income before income taxes

 

 

2,623

 

 

 

476

 

 

 

1,753

 

 

 

(2,410

)

 

 

2,442

 

Provision for income taxes

 

 

559

 

 

 

119

 

 

 

(139

)

 

 

 

 

 

539

 

Net income

 

$

2,064

 

 

$

357

 

 

$

1,892

 

 

$

(2,410

)

 

$

1,903

 

Other significant items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed asset additions

 

 

535

 

 

 

4

 

 

 

 

 

 

 

 

 

539

 

Depreciation and amortization expense

 

 

830

 

 

 

48

 

 

 

 

 

 

 

 

 

878

 

Total interest income from external customers

 

 

15,161

 

 

 

4,743

 

 

 

 

 

 

 

 

 

19,904

 

Total interest income from affiliates

 

 

843

 

 

 

 

 

 

4

 

 

 

(847

)

 

 

 


 

 

 

 

 

 

 

 

 

 

All

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All

 

 

 

 

 

 

 

 

 

 

Bank

 

 

ALC

 

 

Other

 

 

Eliminations

 

 

Consolidated

 

 

Bank

 

 

ALC

 

 

Other

 

 

Eliminations

 

 

Consolidated

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

As of and for the three months ended June 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the three months ended March 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

7,872

 

 

$

2,402

 

 

$

3

 

 

$

(432

)

 

 

9,845

 

Total interest expense

 

 

784

 

 

 

429

 

 

 

-

 

 

 

(432

)

 

 

781

 

Net interest income

 

$

6,442

 

 

$

2,174

 

 

$

7

 

 

$

 

 

$

8,623

 

 

 

7,088

 

 

 

1,973

 

 

 

3

 

 

 

 

 

 

9,064

 

Provision for loan and lease losses

 

 

530

 

 

 

320

 

 

 

 

 

 

 

 

 

850

 

 

 

305

 

 

 

96

 

 

 

 

 

 

 

 

 

401

 

Net interest income after provision

 

 

6,783

 

 

 

1,877

 

 

 

3

 

 

 

 

 

 

8,663

 

Total non-interest income

 

 

1,251

 

 

 

191

 

 

 

784

 

 

 

(896

)

 

 

1,330

 

 

 

824

 

 

 

150

 

 

 

1,296

 

 

 

(1,319

)

 

 

951

 

Total non-interest expense

 

 

6,110

 

 

 

2,091

 

 

 

538

 

 

 

(158

)

 

 

8,581

 

 

 

6,277

 

 

 

1,838

 

 

 

409

 

 

 

(128

)

 

 

8,396

 

Income before income taxes

 

 

1,053

 

 

 

(46

)

 

 

253

 

 

 

(738

)

 

 

522

 

 

 

1,330

 

 

 

189

 

 

 

890

 

 

 

(1,191

)

 

 

1,218

 

Provision for income taxes

 

 

220

 

 

 

(14

)

 

 

(88

)

 

 

 

 

 

118

 

 

 

284

 

 

 

48

 

 

 

(64

)

 

 

 

 

 

268

 

Net income

 

$

833

 

 

$

(32

)

 

$

341

 

 

$

(738

)

 

$

404

 

 

$

1,046

 

 

$

141

 

 

$

954

 

 

$

(1,191

)

 

$

950

 

Other significant items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

848,376

 

 

$

60,044

 

 

$

90,684

 

 

$

(153,357

)

 

$

845,747

 

 

$

929,571

 

 

$

52,393

 

 

$

93,259

 

 

$

(148,688

)

 

$

926,535

 

Total investment securities

 

 

103,883

 

 

 

 

 

 

81

 

 

 

 

 

 

103,964

 

 

 

75,702

 

 

 

 

 

 

81

 

 

 

 

 

 

75,783

 

Total loans, net

 

 

561,253

 

 

 

56,742

 

 

 

 

 

 

(51,933

)

 

 

566,062

 

 

 

653,688

 

 

 

49,825

 

 

 

 

 

 

(44,283

)

 

 

659,230

 

Goodwill and core deposit intangible, net

 

 

8,605

 

 

 

 

 

 

 

 

 

 

 

 

8,605

 

 

 

8,319

 

 

 

 

 

 

 

 

 

 

 

 

8,319

 

Investment in subsidiaries

 

 

 

 

 

 

 

 

84,718

 

 

 

(84,718

)

 

 

 

 

 

 

 

 

 

 

 

87,345

 

 

 

(87,345

)

 

 

 

Fixed asset additions

 

 

223

 

 

 

5

 

 

 

 

 

 

 

 

 

228

 

 

 

118

 

 

 

4

 

 

 

 

 

 

 

 

 

122

 

Depreciation and amortization expense

 

 

376

 

 

 

31

 

 

 

 

 

 

 

 

 

407

 

 

 

421

 

 

 

24

 

 

 

 

 

 

 

 

 

445

 

Total interest income from external customers

 

 

6,872

 

 

 

2,907

 

 

 

1

 

 

 

 

 

 

9,780

 

 

 

7,443

 

 

 

2,402

 

 

 

 

 

 

 

 

 

9,845

 

Total interest income from affiliates

 

 

733

 

 

 

 

 

 

6

 

 

 

(739

)

 

 

 

 

 

430

 

 

 

 

 

 

2

 

 

 

(432

)

 

 

 

For the six months ended June 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

12,922

 

 

$

4,574

 

 

$

13

 

 

$

 

 

$

17,509

 

Provision for loan and lease losses

 

 

778

 

 

 

652

 

 

 

 

 

 

 

 

 

1,430

 

Total non-interest income

 

 

2,345

 

 

 

428

 

 

 

2,018

 

 

 

(2,164

)

 

 

2,627

 

Total non-interest expense

 

 

12,266

 

 

 

4,260

 

 

 

894

 

 

 

(345

)

 

 

17,075

 

Income before income taxes

 

 

2,223

 

 

 

90

 

 

 

1,137

 

 

 

(1,819

)

 

 

1,631

 

Provision for income taxes

 

 

494

 

 

 

37

 

 

 

(151

)

 

 

 

 

 

380

 

Net income

 

$

1,729

 

 

$

53

 

 

$

1,288

 

 

$

(1,819

)

 

$

1,251

 

Other significant items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed asset additions

 

 

442

 

 

 

19

 

 

 

 

 

 

 

 

 

461

 

Depreciation and amortization expense

 

 

742

 

 

 

64

 

 

 

 

 

 

 

 

 

806

 

Total interest income from external customers

 

 

14,129

 

 

 

6,047

 

 

 

1

 

 

 

 

 

 

20,177

 

Total interest income from affiliates

 

 

1,473

 

 

 

 

 

 

12

 

 

 

(1,485

)

 

 

 

 

 

14.15.

OTHER OPERATING INCOME AND EXPENSE

 

Other Operating Income

 

Other operating income for the three and six months ended June 30,March 31, 2022 and 2021 and 2020 consisted of the following:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30,

 

 

June 30,

 

 

March 31,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(Dollars in Thousands, Except Per Share Data)

 

 

(Dollars in Thousands)

 

Bank-owned life insurance

 

$

109

 

 

$

107

 

 

$

217

 

 

$

215

 

 

$

110

 

 

$

108

 

Credit insurance commissions and fees

 

 

(18

)

 

 

45

 

 

 

87

 

 

 

198

 

 

 

(27

)

 

 

105

 

Auto Club revenue

 

 

37

 

 

 

18

 

 

 

56

 

 

 

53

 

 

 

(1

)

 

 

19

 

ATM fee income

 

 

155

 

 

 

116

 

 

 

291

 

 

 

216

 

 

 

134

 

 

 

136

 

Mortgage fees from secondary market

 

 

 

 

 

23

 

Wire transfer fees

 

 

17

 

 

 

15

 

 

 

31

 

 

 

28

 

 

 

13

 

 

 

14

 

Gain on sales of premises and equipment and other assets

 

 

 

 

 

8

 

 

 

 

 

 

8

 

 

 

19

 

 

 

 

Other income

 

 

45

 

 

 

44

 

 

 

116

 

 

 

159

 

 

 

68

 

 

 

71

 

Total

 

$

345

 

 

$

353

 

 

$

798

 

 

$

877

 

 

$

316

 

 

$

476

 

 

 



All of the Company’s revenue that is subject to ASU 2014-09, Revenue from Contracts with Customers, codified at ASC Topic 606, is included in non-interest income; however, not all non-interest income is subject to ASC Topic 606. Revenue earned by the Company that is subject to ASC Topic 606 primarily consists of service and other charges on deposit accounts, mortgage fees from secondary market transactions at the Bank, ATM fee income and other non-interest income. Revenue generated from these sources for the six-month periods ended June 30, 2021 and 2020 was $1.0 million and $1.4 million, respectively, and for the three-month periods ended June 30, 2021 and 2020 was $0.5 million and $0.6 million, respectively. All sources of the Company’s revenue subject to ASC Topic 606 are transaction-based, and revenue is recognized at the time at which the transaction is executed, which is the same time at which the Company’s performance obligation is satisfied. The Company had 0 contract liabilities or unsatisfied performance obligations with customers as of June 30, 2021.

Other Operating Expense

 

Other operating expense for the three and six months ended June 30,March 31, 2022 and 2021 and 2020 consisted of the following:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30,

 

 

June 30,

 

 

March 31,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(Dollars in Thousands, Except Per Share Data)

 

 

(Dollars in Thousands)

 

Postage, stationery and supplies

 

$

197

 

 

$

218

 

 

$

412

 

 

$

432

 

 

$

164

 

 

$

215

 

Telephone/data communication

 

 

227

 

 

 

229

 

 

 

459

 

 

 

452

 

 

 

171

 

 

 

232

 

Advertising and marketing

 

 

53

 

 

 

42

 

 

 

82

 

 

 

86

 

 

 

48

 

 

 

29

 

Travel and business development

 

 

39

 

 

 

23

 

 

 

67

 

 

 

149

 

 

 

45

 

 

 

28

 

Collection and recoveries

 

 

64

 

 

 

60

 

 

 

110

 

 

 

145

 

 

 

47

 

 

 

46

 

Other services

 

 

79

 

 

 

85

 

 

 

143

 

 

 

176

 

 

 

51

 

 

 

64

 

Insurance expense

 

 

152

 

 

 

141

 

 

 

315

 

 

 

303

 

 

 

181

 

 

 

163

 

FDIC insurance and state assessments

 

 

177

 

 

 

116

 

 

 

330

 

 

 

196

 

 

 

187

 

 

 

153

 

Loss on sales of premises and equipment and other assets

 

 

22

 

 

 

121

 

 

 

54

 

 

 

287

 

 

 

20

 

 

 

32

 

Core deposit intangible amortization

 

 

92

 

 

 

109

 

 

 

183

 

 

 

219

 

 

 

73

 

 

 

91

 

Other real estate/foreclosure expense, net

 

 

(20

)

 

 

22

 

 

 

(13

)

 

 

41

 

 

 

(145

)

 

 

7

 

Other expense

 

 

466

 

 

 

402

 

 

 

1,027

 

 

 

744

 

 

 

473

 

 

 

561

 

Total

 

$

1,548

 

 

$

1,568

 

 

$

3,169

 

 

$

3,230

 

 

$

1,315

 

 

$

1,621

 

 

 

15.16.

GUARANTEES, COMMITMENTS AND CONTINGENCIES

Credit

The Bank’s exposure to credit loss in the event of nonperformance by the other party for commitments to make loans and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making these commitments as it does for on-balance sheet instruments.

In the normal course of business, there are outstanding commitments and contingent liabilities, such as commitments to extend credit, letters of credit and others, that are not included in the consolidated financial statements. The financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the financial statements. A summary of these commitments and contingent liabilities is presented below:

 

 

June 30,

2021

 

 

December 31,

2020

 

 

March 31,

2022

 

 

December 31,

2021

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Standby letters of credit

 

$

 

 

$

180

 

 

$

 

 

$

 

Standby performance letters of credit

 

$

582

 

 

$

580

 

 

$

582

 

 

$

582

 

Commitments to extend credit

 

$

136,114

 

 

$

118,699

 

 

$

188,153

 

 

$

164,247

 

 

Standby letters of credit and standby performance letters of credit are contingent commitments issued by the Bank generally to guarantee the performance of a customer to a third party. The Bank has recourse against the customer for any amount that it is required to pay to a third party under a standby letter of credit or standby performance letter of credit. Revenues are recognized over the lives of the standby letters of credit and standby performance letters of credit. As of June 30, 2021March 31, 2022 and December 31, 2020,2021, the potential amounts of future payments that the Bank could be required to make under its standby letters of credit and standby performance letters of credit, which represent the Bank’s total credit risk in these categories, are included in the table above.

A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed

32


necessary by the Bank upon the extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

Self-Insurance

 

The Company is self-insured for a significant portion of employee health benefits. However, the Company maintains stop-loss coverage with third-party insurers to limit the Company’s individual claim and total exposure related to self-insurance. The Company estimates accrued liability for the ultimate costs to settle known claims, as well as claims incurred but not yet reported, as of the balance sheet date. The Company’s recorded estimated liability for self-insurance is based on the insurance companies’ incurred loss estimates and management’s judgment, including assumptions and evaluation of factors related to the frequency and severity of claims, the Company’s claims development history and the

32


Company’s claims settlement practices. The assessment of loss contingencies and self-insurance reserves is a highly subjective process that requires judgments about future events. Contingencies are reviewed at least quarterly to determine the adequacy of self-insurance accruals. Self-insurance accruals totaled $0.2$0.2 million as of both June 30, 2021March 31, 2022 and December 31, 2020.2021. The ultimate settlement of loss contingencies and self-insurance reserves may differ significantly from amounts accrued in the Company’s consolidated financial statements.

Litigation

The Company is party to certain ordinary course litigation from time to time, and the Company intends to vigorously defend itself in all such litigation. In the opinion of the Company, based on review and consultation with legal counsel, the outcome of such ordinary course litigation should not have a material adverse effect on the Company’s consolidated financial statements or results of operations.

16.17.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The assumptions used in the Company’s estimation of the fair value of the Company’s financial instruments are detailed below. The following disclosures should not be considered a representation of the liquidation value of the Company, but rather represent a good-faith estimate of the increase or decrease in value of financial instruments held by the Company since purchase, origination or issuance.

Fair Value Hierarchy

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. In determining fair value, the Company uses various methods, including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair value. Assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

 

Level 1 — Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange or Nasdaq. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

 

 

Level 2 — Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

 

Level 3 — Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

 


The Company rarely transfers assets and liabilities measured at fair value between Level 1 and Level 2 measurements. Trading account assets and securities available-for-sale may be periodically transferred to or from Level 3 valuation based on management’s conclusion regarding the best method of pricing for an individual security. Such transfers are accounted for as if they occurred at the beginning of a reporting period. There were0 such transfers during the sixthree months ended June 30, 2021March 31, 2022 or the year ended December 31, 2020.2021.

Fair Value Measurements on a Recurring Basis

Securities Available-for-Sale

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include exchange-traded equities. Level 2 securities include U.S. Treasury and agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset-backed and other securities. Level 2 fair values are obtained from quoted prices of securities with similar characteristics. In certain cases, where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Interest Rate Derivative Agreements

Interest rate derivative agreements are used by the Company to mitigate risk associated with changes in interest rates. The fair value of these agreements is based on information obtained from third-party financial institutions. This information is periodically evaluated by the Company and, as necessary, corroborated against other third-party valuations. The Company classifies these derivative assets within Level 2 of the valuation hierarchy.

33


The following table presents assets and liabilities measured at fair value on a recurring basis as of June 30, 2021March 31, 2022 and December 31, 2020.2021. 

 

 

Fair Value Measurements as of June 30, 2021 Using

 

 

Fair Value Measurements as of March 31, 2022 Using

 

 

Totals

At

June 30,

2021

 

 

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Totals

At

March 31,

2022

 

 

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Investment securities, available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

48,022

 

 

$

 

 

$

48,022

 

 

$

 

 

$

44,582

 

 

$

 

 

$

44,582

 

 

$

 

Commercial

 

 

32,279

 

 

 

 

 

 

32,279

 

 

 

 

 

 

22,136

 

 

 

 

 

 

22,136

 

 

 

 

Obligations of U.S. government-sponsored agencies

 

 

4,801

 

 

 

 

 

 

4,801

 

 

 

 

Obligations of states and political subdivisions

 

 

3,828

 

 

 

 

 

 

3,828

 

 

 

 

 

 

4,182

 

 

 

 

 

 

4,182

 

 

 

 

Corporate notes

 

 

4,355

 

 

 

 

 

 

4,355

 

 

 

 

 

 

19,395

 

 

 

 

 

 

19,395

 

 

 

 

U.S. Treasury securities

 

 

30,251

 

 

 

 

 

 

30,251

 

 

 

 

 

 

39,922

 

 

 

 

 

 

39,922

 

 

 

 

Other liabilities - derivatives

 

 

1,658

 

 

 

 

 

 

1,658

 

 

 

 

Other assets - derivatives

 

 

1,182

 

 

 

 

 

 

1,182

 

 

 

 

 

 

Fair Value Measurements as of December 31, 2020 Using

 

 

Fair Value Measurements as of December 31, 2021 Using

 

 

Totals

At

December 31,

2020

 

 

Quoted

Prices in

Active

Markets

For Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Totals

At

December 31,

2020

 

 

Quoted

Prices in

Active

Markets

For Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Investment securities, available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

25,537

 

 

$

 

 

$

25,537

 

 

$

 

 

$

46,228

 

 

$

 

 

$

46,228

 

 

$

 

Commercial

 

 

41,487

 

 

 

 

 

 

41,487

 

 

 

 

 

 

24,971

 

 

 

 

 

 

24,971

 

 

 

 

Obligations of U.S. government-sponsored agencies

 

 

5,192

 

 

 

 

 

 

 

5,192

 

 

 

 

Obligations of states and political subdivisions

 

 

5,108

 

 

 

 

 

 

5,108

 

 

 

 

 

 

4,317

 

 

 

 

 

 

4,317

 

 

 

 

Corporate notes

 

 

2,784

 

 

 

 

 

 

2,784

 

 

 

 

 

 

15,482

 

 

 

 

 

 

15,482

 

 

 

 

U.S. Treasury securities

 

 

10,077

 

 

 

 

 

 

10,077

 

 

 

 

 

 

34,693

 

 

 

 

 

 

34,693

 

 

 

 

Other liabilities - derivatives

 

 

2,610

 

 

 

 

 

 

2,610

 

 

 

 

 

 

774

 

 

 

 

 

 

774

 

 

 

 

 


Fair Value Measurements on a Non-recurring Basis

Impaired Loans

Loans that are considered impaired are loans for which, based on current information and events, it is probable that the Company will be unable to collect all principal and interest payments due under the contractual terms of the loan agreement. Impaired loans can be measured based on the present value of expected payments using the loan’s original effective rate as the discount rate, the loan’s observable market price or the fair value of the collateral less estimated selling cost if the loan is collateral-dependent. For the Company, the fair value of impaired loans is primarily measured based on the value of the collateral securing the loans (typically real estate). The Company determines the fair value of the collateral based on independent appraisals performed by qualified licensed appraisers. The appraisals may include a single valuation approach or a combination of approaches, including comparable sales and income approaches. Appraised values are discounted for estimated costs to sell and may be discounted further based on management’s knowledge of the collateral, changes in market conditions since the most recent appraisal and/or management’s knowledge of the borrower and the borrower’s business. Such discounts by management are subjective and are typically significant unobservable inputs for determining fair value. Impaired loans are evaluated by management for additional impairment at least quarterly and are adjusted accordingly.

 

OREO and Other Assets Held-for-Sale

OREO consists of properties obtained through foreclosure or in satisfaction of loans and is recorded at net realizable value, less estimated cost to sell. Estimates of fair value are generally based on third-party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes discounted based on management’s knowledge of the property and/or changes in market conditions from the date of the most recent appraisal. Such discounts are typically significant unobservable inputs for determining fair value.

34


As of June 30, 2021March 31, 2022 and December 31, 2020,2021, included within OREO were certain assets that were formerly included as premises and equipment but have been removed from service, and as of the balance sheet date, were designated as assets to be disposed of by sale. These include assets associated with branches of the Bank and ALC that have been closed. When an asset is designated as held-for-sale, the Company ceases depreciation of the asset, and the asset is recorded at the lower of its carrying amount or fair value less estimated cost to sell. Estimates of fair value are generally based on third-party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes discounted based on management’s knowledge of the property and/or changes in market conditions from the date of the most recent appraisal. Such discounts are typically unobservable inputs for determining fair value.

The following table presents the balances of impaired loans, OREO and other assets held-for-sale measured at fair value on a non-recurring basis as of June 30, 2021March 31, 2022 and December 31, 2020:2021:

 

 

Fair Value Measurements as of June 30, 2021 Using

 

 

Fair Value Measurements as of March 31, 2022 Using

 

 

Totals

At

June 30,

2021

 

 

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Totals

At

March 31,

2022

 

 

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Impaired loans

 

$

5

 

 

$

 

 

$

 

 

$

5

 

 

$

7

 

 

$

 

 

$

 

 

$

7

 

OREO and other assets held-for-sale

 

 

846

 

 

 

 

 

 

 

 

 

846

 

 

 

874

 

 

 

 

 

 

 

 

 

874

 

 

 

Fair Value Measurements as of December 31, 2020 Using

 

 

Fair Value Measurements as of December 31, 2021 Using

 

 

Totals

At

December 31,

2020

 

 

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Totals

At

December 31,

2021

 

 

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Impaired loans

 

$

28

 

 

$

 

 

$

 

 

$

28

 

 

$

6

 

 

$

 

 

$

 

 

$

6

 

OREO and other assets held-for-sale

 

 

949

 

 

 

 

 

 

 

 

 

949

 

 

 

2,149

 

 

 

 

 

 

 

 

 

2,149

 

 


Non-recurring Fair Value Measurements Using Significant Unobservable Inputs

The following table presents information regarding assets and liabilities measured at fair value using significant unobservable inputs (Level 3) as of June 30, 2021.March 31, 2022. The table includes the valuation techniques and the significant unobservable inputs utilized. The range of each unobservable input and the weighted average within the range utilized as of June 30, 2021March 31, 2022 are both included. Following the table is a description of the valuation technique and the sensitivity of the technique to changes in the significant unobservable input.

 

 

Level 3 Significant Unobservable Input Assumptions

 

Level 3 Significant Unobservable Input Assumptions

 

Fair Value

June 30,

2021

 

 

Valuation Technique

 

Unobservable Input

 

Quantitative Range

of Unobservable

Inputs

(Weighted Average)

 

Fair Value

March 31,

2022

 

 

Valuation Technique

 

Unobservable Input

 

Quantitative Range

of Unobservable

Inputs

(Weighted Average)

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

Non-recurring fair value measurements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

5

 

 

Multiple data points,

including discount to

appraised value of

collateral based on

recent market activity

 

Appraisal comparability

adjustment (discount)

 

9%-10%

 

(9.5%)

 

$

7

 

 

Multiple data points,

including discount to

appraised value of

collateral based on

recent market activity

 

Appraisal comparability

adjustment (discount)

 

9%-10%

 

(9.5%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OREO and other assets held-for-sale

 

$

846

 

 

Discount to appraised

value of property

based on recent

market activity for

sales of similar

properties

 

Appraisal comparability

adjustment (discount)

 

9%-10%

 

(9.5%)

 

$

874

 

 

Discount to appraised

value of property

based on recent

market activity for

sales of similar

properties

 

Appraisal comparability

adjustment (discount)

 

9%-10%

 

(9.5%)

 

Impaired Loans

Impaired loans are valued based on multiple data points indicating the fair value for each loan. The primary data point is the appraisal value of the underlying collateral, to which a discount is applied. Management establishes this discount or comparability adjustment based on recent sales of similar property types. As liquidity in the market increases or decreases, the comparability adjustment and the resulting asset valuation are impacted.

OREO

OREO under a binding contract for sale is valued based on contract price. If no sales contract is pending for a specific property, management establishes a comparability adjustment to the appraised value based on historical activity, considering proceeds for properties sold versus the corresponding appraised value. Increases or decreases in realization for properties sold impact the comparability adjustment for similar assets remaining on the balance sheet.

Other Assets Held-for-Sale

Assets designated as held-for-sale that are under a binding contract are valued based on the contract price. If no sales contract is pending for a specific property, management establishes a comparability adjustment to the appraised value based on historical activity, considering proceeds for properties sold versus the corresponding appraised value. Increases or decreases in realization for properties sold impact the comparability adjustment for similar assets remaining on the balance sheet.

36


Fair Value of Financial Instruments

ASC Topic 825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practicable to estimate. The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

Cash, due from banks and federal funds sold: The carrying amount of cash, due from banks and federal funds sold approximates fair value.

Federal Home Loan Bank stock: Based on the redemption provision of the FHLB, the stock has no quoted market value and is carried at cost.

Investment securities: Fair values of investment securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on market prices of comparable instruments.

Derivative instruments: The fair value of derivative instruments is based on information obtained from a third-party financial institution. This information is periodically evaluated by the Company and, as necessary, corroborated against other third-party information.

Accrued interest receivable and payable: The carrying amount of accrued interest approximates fair value.

Loans, net: The fair value of loans is estimated on an exit price basis incorporating contractual cash flow, prepayment discount spreads, credit loss and liquidity premiums.

Demand and savings deposits: The fair values of demand deposits are equal to the carrying value of such deposits. Demand deposits include non-interest-bearing demand deposits, savings accounts, NOW accounts and money market demand accounts.

Time deposits: The fair values of relatively short-term time deposits are equal to their carrying values. Discounted cash flows are used to value long-term time deposits. The discount rate used is based on interest rates currently offered by the Company on comparable deposits as to amount and term.

Short-term borrowings: These borrowings may consist of federal funds purchased, securities sold under agreements to repurchase and the floating rate borrowings from the FHLB account. Due to the short-term nature of these borrowings, fair values approximate carrying values.

Long-term debt: The fair value of this debt is estimated using discounted cash flows based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements as of the determination date.

Off-balance sheet instruments: The carrying amount of commitments to extend credit and standby letters of credit approximates fair value. The carrying amount of the off-balance sheet financial instruments is based on fees currently charged to enter into such agreements.

The estimated fair value and related carrying or notional amounts, as well as the level within the fair value hierarchy, of the Company’s financial instruments as of June 30, 2021March 31, 2022 and December 31, 20202021 were as follows:

 

 

June 30, 2021

 

 

March 31, 2022

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

81,823

 

 

$

81,823

 

 

$

81,823

 

 

$

 

 

$

 

 

$

97,839

 

 

$

97,839

 

 

$

97,839

 

 

$

 

 

$

 

Investment securities available-for-sale

 

 

118,735

 

 

 

118,735

 

 

 

 

 

 

118,735

 

 

 

 

 

 

135,018

 

 

 

135,018

 

 

 

 

 

 

135,018

 

 

 

 

Investment securities held-to-maturity

 

 

4,848

 

 

 

4,943

 

 

 

 

 

 

4,943

 

 

 

 

 

 

2,718

 

 

 

2,686

 

 

 

 

 

 

2,686

 

 

 

 

Federal funds sold

 

 

83

 

 

 

83

 

 

 

 

 

 

83

 

 

 

 

 

 

81

 

 

 

81

 

 

 

 

 

 

81

 

 

 

 

Federal Home Loan Bank stock

 

 

870

 

 

 

870

 

 

 

 

 

 

 

 

 

870

 

 

 

934

 

 

 

934

 

 

 

 

 

 

 

 

 

934

 

Loans, net of allowance for loan and lease losses

 

 

677,756

 

 

 

682,148

 

 

 

 

 

 

 

 

 

682,148

 

 

 

669,846

 

 

 

660,789

 

 

 

 

 

 

 

 

 

660,789

 

Other assets - derivatives

 

 

1,182

 

 

 

1,182

 

 

 

 

 

 

1,182

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

837,885

 

 

 

838,482

 

 

 

 

 

 

838,482

 

 

 

 

 

 

853,117

 

 

 

848,274

 

 

 

 

 

 

848,274

 

 

 

 

Short-term borrowings

 

 

10,017

 

 

 

10,017

 

 

 

 

 

 

10,017

 

 

 

 

 

 

10,062

 

 

 

10,062

 

 

 

 

 

 

10,062

 

 

 

 

Other liabilities - derivatives

 

 

1,658

 

 

 

1,658

 

 

 

 

 

 

1,658

 

 

 

 

Long-term borrowings

 

 

10,671

 

 

 

10,369

 

 

 

 

 

 

 

10,369

 

 

 

 

 


 

 

December 31, 2020

 

 

December 31, 2021

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

94,415

 

 

$

94,415

 

 

$

94,415

 

 

$

 

 

$

 

 

$

61,244

 

 

$

61,244

 

 

$

61,244

 

 

$

 

 

$

 

Investment securities available-for-sale

 

 

84,993

 

 

 

84,993

 

 

 

 

 

 

84,993

 

 

 

 

 

 

130,883

 

 

 

130,883

 

 

 

 

 

 

130,883

 

 

 

 

Investment securities held-to-maturity

 

 

6,429

 

 

 

6,559

 

 

 

 

 

 

6,559

 

 

 

 

 

 

3,436

 

 

 

3,477

 

 

 

 

 

 

3,477

 

 

 

 

Federal funds sold

 

 

85

 

 

 

85

 

 

 

 

 

 

85

 

 

 

 

 

 

82

 

 

 

82

 

 

 

 

 

 

82

 

 

 

 

Federal Home Loan Bank stock

 

 

1,135

 

 

 

1,135

 

 

 

 

 

 

 

 

 

1,135

 

 

 

870

 

 

 

870

 

 

 

 

 

 

 

 

 

870

 

Loans, net of allowance for loan and lease losses

 

 

638,374

 

 

 

650,107

 

 

 

 

 

 

 

 

 

650,107

 

 

 

700,030

 

 

 

694,744

 

 

 

 

 

 

 

 

 

694,744

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

782,212

 

 

 

784,574

 

 

 

 

 

 

784,574

 

 

 

 

 

 

838,126

 

 

 

837,439

 

 

 

 

 

 

837,439

 

 

 

 

Short-term borrowings

 

 

10,017

 

 

 

10,017

 

 

 

 

 

 

10,017

 

 

 

 

 

 

10,046

 

 

 

10,046

 

 

 

 

 

 

10,046

 

 

 

 

Long-term borrowings

 

 

10,653

 

 

 

10,804

 

 

 

 

 

 

 

10,804

 

 

 

 

 

Other liabilities - derivatives

 

 

2,610

 

 

 

2,610

 

 

 

 

 

 

2,610

 

 

 

 

 

 

774

 

 

 

774

 

 

 

 

 

 

774

 

 

 

 

 


ITEM 2.

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

DESCRIPTION OF THE BUSINESS

First US Bancshares, Inc., a Delaware corporation (“Bancshares” and, together with its subsidiaries, the “Company”), is a bank holding company with its principal offices in Birmingham, Alabama. Bancshares operates one commercial banking subsidiary, First US Bank (the “Bank”). As of June 30, 2021,March 31, 2022, the Bank operated and served its customers through 1915 banking offices located in Birmingham, Bucksville, Butler, Calera, Centreville, Columbiana, Gilbertown, Grove Hill, Harpersville, Jackson, Thomasville, Tuscaloosa and Woodstock, Alabama; Knoxville and Powell, Tennessee; and Rose Hill, and Ewing, Virginia. In addition, the Bank operates loan production offices in Mobile, Alabama and the Chattanooga, Tennessee area. The Bank provides a wide range of commercial banking services to small- and medium-sized businesses, property managers, business executives, professionals and other individuals. The Bank also performs indirect lending through third-party retailers and currently conducts this lending in 12 states, including Alabama, Florida, Georgia, Kentucky, Mississippi, Missouri, North Carolina, Oklahoma, South Carolina, Tennessee, Texas and Virginia. During the second quarter of 2021, the Company announced the pending closure of four banking offices as part of a strategic initiative to improve the Bank’s operating efficiency and promote the Company’s long-term sustainable growth.  The decision was based on analysis of banking center activity, profitability and Community Reinvestment Act assessment.  The closures, which are expected to occur during the third quarter of 2021, include banking offices located in Bucksville, Columbiana and south Tuscaloosa, Alabama, as well as Ewing, Virginia.

The Bank owns all of the stock of Acceptance Loan Company, Inc., an Alabama corporation (“ALC”). ALC is a finance company headquartered in Mobile, Alabama that performs both indirectAlabama. During the third quarter of 2021, ALC ceased new business development and permanently closed its 20 branch lending and conventional consumer finance lending through a branch network. ALC’s branch network serves customers through 20 offices locatedlocations in Alabama and southeast Mississippi. The Bank serves asMississippi to the primary funding source for ALC’s operations.public.

FUSB Reinsurance, Inc., an Arizona corporation and a wholly-owned subsidiary of the Bank (“FUSB Reinsurance”), reinsures or “underwrites” credit life and credit accident and health insurance policies sold to the Bank’s and ALC’s consumer loan customers. FUSB Reinsurance is responsible for the first level of risk on these policies up to a specified maximum amount, and a primary third-party insurer retains the remaining risk. A third-party administrator is also responsible for performing most of the administrative functions of FUSB Reinsurance on a contractcontractual basis.

Delivery of the best possible financial services to customers remains an overall operational focus of the Company. The Company recognizes that attention to detail and responsiveness to customers’ desires are critical to customer satisfaction. The Company continues to upgrade technology, both in its financial services and in the training of its 259161 full-time equivalent employees (as of June 30, 2021)March 31, 2022), to ensure customer satisfaction and convenience.

The preparation of the Company’s consolidated financial statements requires management to make subjective judgments associated with estimates. These estimates are necessary to comply with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and general banking practices. These estimates include accounting for the allowance for loan and lease losses, the right-of-use asset and lease liability, the value of other real estate owned and certain collateral-dependent loans, consideration related to goodwill impairment testing and deferred tax asset valuation. A description of these estimates, which significantly affect the determination of the Company’s consolidated financial position, results of operations and cash flows, is set forth in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in Bancshares’ Annual Report on Form 10-K as of and for the year ended December 31, 2020.2021.

The emphasis of this discussion is a comparison of assets, liabilities and shareholders’ equity as of June 30, 2021March 31, 2022 to December 31, 2020,2021, while comparing income and expense for the six-monththree-month periods ended June 30, 2021March 31, 2022 and 2020.2021.

All yields and ratios presented and discussed herein are recorded and presented on the accrual basis and not on the tax-equivalent basis, unless otherwise indicated.

This information should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes appearing elsewhere in this report and Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in Bancshares’ Annual Report on Form 10-K as of and for the year ended December 31, 2020.2021. As used in the following discussion, the words “we,” “us,” “our” and the “Company” refer to Bancshares and its consolidated subsidiaries, unless the context indicates otherwise.

39


RECENT MARKET CONDITIONS:CONDITIONS

During the first three months of 2022, general economic conditions benefited from declining COVID-19 PANDEMIC

Thecases and the related lifting of COVID-19 pandemic and its associated impacts on trade (including supply chains and export levels), travel, employee productivity and otherrestrictions throughout the United States.  However, economic activities have had, are currently having, and may for some time continueconcerns remain due to have a destabilizing effect on financial markets and economic activity. The extentuncertainty that persists with respect to the long-term effectiveness of efforts to reduce the impact of COVID-19 onboth globally and domestically.  In addition, economic uncertainty emerged from geopolitical developments surrounding the Company’s operationalinvasion of Ukraine by Russia and financial performance is currently uncertain, cannot be predictedfurther COVID-19 lockdowns in China.  Furthermore, inflation has reached a 40-year high during 2022, and will depend on certain developments, including, among others, the spreadmarket rates of COVID-19 and its variants, vaccination efforts, the duration of the pandemic, its impact on our customers, employees and vendors, and the continued governmental, regulatory and private sector responses, which may be precautionary, to COVID-19.

The Company’s business, financial condition and results of operations generally rely upon the ability of the Company’s borrowers to repay their loans, the value of collateral underlying those loans, and demand for loans and other products and services that the Company offers, which are highly dependent on the business environment in the Company’s primary markets and the United States economy asinterest have risen after a whole.

39


prolonged period at historical lows. In light of the changing economic outlook as a result of COVID-19, in March 2020,2022, the Federal Reserve reducedBoard (FRB) raised the target federal funds rate by 150 basis points. These reductionsfor the first time in three years to a range of 0.25% to 0.50%.  In May 2022, the FRB again raised the target federal funds rate to a range of 0.75% to 1.00%, and signaled the possibility of additional rate increases throughout 2022.

The prolonged period of reduced interest rates has and may continue to have an adverse effect on net interest income, margins and profitability for financial institutions, including the Company.  As interest rates increase, competitive pressures on deposit pricing are also expected to increase. The pace and magnitude of changes in interest rates, or the impact that such changes will have on the Company’s operating results cannot be fully predicted.  Further, as the rate of inflation accelerates, the Company’s operations could be impacted by, among other things, accelerating cost of goods and other economic uncertainties that have arisen as a result primarilyservices, including the cost of salaries and benefits.  Additionally, the COVID-19 pandemic have and are likely to continue to negatively impact net interest income, provisions for loan losses and noninterest income. Additional negative financial impactsCompany’s borrowers could occur; however, the ultimate potential impact is not known at this time.

Response to the COVID-19 Pandemic and the CARES Act

Loan Deferments and Credit Risk Identification

In accordance with section 4013 of the Coronavirus Aid, Relief and Economic Security (CARES) Act and interpretive guidance from banking regulators, in 2020, the Company implemented initiatives to provide short-term payment relief to borrowers who werebe negatively impacted by COVID-19. Asrising expense levels, leading to deterioration of June 30, 2021, loans that continued to be in pandemic-related deferment totaled $0.6 million, compared to $8.1 million as of December 31, 2020 and $95.2 million as of June 30, 2020. Management believes that the decrease in deferred loans over the past year is indicative of the strength of the credit quality within the portfolio.

In addition, at the onset of the pandemic, management identified certain categories of loans that it believed to be at “high-risk” of potential default and/or credit loss due to the COVID-19 pandemic. The “high-risk” category, which includes loans collateralized by hotels/motels and dine-in restaurants, decreased to $12.0 million, or 1.7% of the loan portfolio, as of June 30, 2021, compared to $13.5 million, or 2.1% of the loan portfolio, as of December 31, 2020.  

The spread of COVID-19 has created a global public health crisis that has resulted in widespread volatility and deterioration in household, business, economic and market conditions. Although loans in deferment status and loansreductions in the “high-risk” category have decreased, the Company will continue to closely monitor the impact of changing economic circumstances on the Company’s loan portfolio.lending activity.

Paycheck Protection Program

Sections 1102 and 1106 of the CARES Act added a new loan program administered by the Small Business Administration (“SBA”) entitled the Paycheck Protection Program (“PPP”). The PPP is intended to provide economic relief to small businesses throughout the United States that have been adversely impacted by COVID-19. PPP loans are 100% guaranteed by the SBA and are forgivable in whole, or in part, if the proceeds are used by the borrower for payroll and other permitted purposes in accordance with the requirements of the PPP (as discussed in greater detail below). If not forgiven in whole or in part, the loans carry a fixed interest rate of 1.00% per annum with payments deferred for 24 weeks from the date of the loan, plus another 10 months after the 24-week period. As compensation for originating a PPP loan, the Company receives lender processing fees from the SBA ranging from 1% to 5% of the original loan balance, depending on the size of the loan. Processing fees, net of origination costs, are deferred and amortized over the contractual life of the loan as interest income. Upon forgiveness of a loan by the SBA, any unrecognized net deferred fees will be recognized as interest income in that period.

PPP loans were initially originated for a term of two years; however, a June 5, 2020 amendment to the CARES Act (i) provided for a five-year minimum loan term for loans originated after that date and (ii) permitted lenders and borrowers to amend loans previously issued under two-year terms to provide for terms of five to ten years if mutually agreed upon by both the lender and the borrower. As of June 30, 2021, 151 PPP loans with an aggregate principal balance of $11.6 million remained outstanding. Of this amount, $5.8 million of the loans were originated under two-year terms, and $5.8 million of the loans were originated under five-year terms.

A borrower is eligible for forgiveness of principal and accrued interest on its PPP loan to the extent that the proceeds were used to cover eligible payroll costs, interest costs, rent and utility costs over a period of between eight and twenty-four weeks after the loan is made, as long as the borrower retains its employees and their compensation levels. The SBA began processing forgiveness payments during the fourth quarter of 2020. As of June 30, 2021, 120 of the Company’s borrowers had received PPP loan forgiveness. Amortized PPP loan fees, which are recognized in interest and fees on loans, totaled approximately $242 thousand for the six months ended June 30, 2021 and $161 thousand for the year ended December 31, 2020. As of June 30, 2021, the Company had approximately $344 thousand in remaining net deferred SBA PPP loan fees.



EXECUTIVE OVERVIEW

Update on Strategic Initiatives

EarningsBeginning in 2021, the Company originated certain strategic initiatives designed to improve the Company’s operating efficiency, focus the Company’s loan growth activities, and fortify asset quality. The discussion below provides an update regarding the Company’s ongoing strategic initiatives.

Cessation of Business at ALC

On September 3, 2021, ALC ceased new business development and permanently closed its 20 branch lending locations in Alabama and Mississippi to the public.  This initiative assisted the Company in reducing non-interest expense through the reduction of personnel, branch leases, technology and other overhead expenses beginning in the fourth quarter of 2021.  ALC’s non-interest expense totaled $0.5 million for the three months ended March 31, 2022, compared to $1.8 million for the three months ended March 31, 2021. As of March 31, 2022, ALC employed eight full-time equivalent employees that continued to collect payments on loans through ALC’s Mobile, Alabama headquarters office.  Management expects that the majority of ALC’s loans will be paid off by the end of 2023.

While this strategy is expected to provide ongoing expense reductions, interest income earned on ALC’s loans will also continue to decline in future periods as the loans pay down.  For the three-months ended March 31, 2022, interest income earned on ALC’s loans totaled $1.6 million, compared to $2.4 million for the three months ended March 31, 2021.  Accordingly, the Company’s focus remains on continued loan growth in other areas of the Bank’s portfolio, as well as efforts to continue to simplify the Company’s ongoing operations and reduce expenses further.

Over time, the reduction of loans at ALC is expected to improve the Company’s asset quality significantly. ALC’s loans, and in particular, its direct consumer portfolio, have historically had the Company’s highest level of losses. Approximately 98.4% and 68.9% of the Company’s net charge-offs were related to loans in ALC’s portfolio during the three months ended March 31, 2022 and March 31, 2021, respectively.  

Organizational Efforts

In January 2022, management reorganized the Bank’s retail banking, technology and deposit operations functions under a single organizational structure.  Under this structure, management expects to further improve the efficiency of its retail banking operation, while also improving the promotion and deployment of the Bank’s digital products and services.

In addition, the Company continues to evaluate opportunities throughout the organization to improve its processes and simplify business models.  

Financial Highlights

The Company earned net income of $1.0$1.4 million, or $0.14$0.20 per diluted common share, during the three months ended June 30, 2021,March 31, 2022, compared to $0.4 million,$950 thousand, or $0.06$0.14 per diluted common share, for the three months ended June 30, 2020. ForMarch 31, 2021. Growth in the sixCompany’s net income resulted from reductions in both non-interest expense and, to a lesser extent, interest expense, comparing the three months ended June 30,March 31, 2022 to the three months ended March 31, 2021.  The non-interest expense reductions were driven by the strategic initiatives executed by the Company in 2021, net income totaled $1.9 million, or $0.28 per diluted common share, compared to $1.3 million, or $0.19 per diluted common share, forprimarily the corresponding six-month period of 2020.ALC business cessation strategy.


Summarized condensed consolidated statements of operations are included below for the three- and six-monththree-month periods ended June 30, 2021March 31, 2022 and 2020, respectively.2021.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

March 31,

 

 

March 31,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Interest income

 

$

10,059

 

 

$

9,780

 

 

$

19,904

 

 

$

20,177

 

 

$

9,381

 

 

$

9,845

 

Interest expense

 

 

747

 

 

 

1,157

 

 

 

1,528

 

 

 

2,668

 

 

 

672

 

 

 

781

 

Net interest income

 

 

9,312

 

 

 

8,623

 

 

 

18,376

 

 

 

17,509

 

 

 

8,709

 

 

 

9,064

 

Provision for loan and lease losses

 

 

498

 

 

 

850

 

 

 

899

 

 

 

1,430

 

 

 

721

 

 

 

401

 

Net interest income after provision for loan and lease losses

 

 

8,814

 

 

 

7,773

 

 

 

17,477

 

 

 

16,079

 

 

 

7,988

 

 

 

8,663

 

Non-interest income

 

 

809

 

 

 

1,330

 

 

 

1,760

 

 

 

2,627

 

 

 

829

 

 

 

951

 

Non-interest expense

 

 

8,399

 

 

 

8,581

 

 

 

16,795

 

 

 

17,075

 

 

 

7,056

 

 

 

8,396

 

Income before income taxes

 

 

1,224

 

 

 

522

 

 

 

2,442

 

 

 

1,631

 

 

 

1,761

 

 

 

1,218

 

Provision for income taxes

 

 

271

 

 

 

118

 

 

 

539

 

 

 

380

 

 

 

400

 

 

 

268

 

Net income

 

$

953

 

 

$

404

 

 

$

1,903

 

 

$

1,251

 

 

$

1,361

 

 

$

950

 

Basic net income per share

 

$

0.22

 

 

$

0.15

 

Diluted net income per share

 

$

0.20

 

 

$

0.14

 

Dividends per share

 

$

0.03

 

 

$

0.03

 

 

The following discussion summarizes the most significant activity that drove changes in the Company’s net income during the six months ended June 30, 2021, as compared to the six months ended June 30, 2020.

 

Net Interest Income and Margin

 

Net interest income increased $0.9decreased by $0.4 million comparing the sixthree months ended June 30, 2021March 31, 2022 to the sixthree months ended June 30, 2020. Although average totalMarch 31, 2021. The most significant driver of the decrease in net interest income was the reduction of interest and fees on ALC loans increased $110.5in connection with the ALC business cessation strategy. Interest and fees on ALC loans decreased by $0.8 million comparingduring the sixthree months ended June 30, 2021March 31, 2022, compared to the sixthree months ended June 30, 2020,March 31, 2021.  This reduction was partially offset by increased interest income decreased $0.3 million comparingin the two periods. The decreaseBank’s other loan portfolios, as well as an increase in investment security interest income is primarily due to margin compression, which has remained a challenge for the Company due in part to the interest rate environment that has persisted since the onset of the COVID-19 pandemic. In response to the interest rate environment, management has continued to reprice deposit liabilities at lower rates upon maturity. Due to these repricing efforts, annualized average total funding costs decreased to 0.37% for the six months ended June 30, 2021, compared to 0.75% for the six months ended June 30, 2020, which resulted inand a reduction in interest expense of $1.1 million comparing the two periods.

Management expects the current loweron deposits.  As ALC’s loan portfolio continues to pay down, there will be continued reduction in interest rate environment, coupled with substantial growth in investable cash balances,and fees attributable to ALC’s loans. These reductions are expected to continue to put downward pressure on total loan yield and net interest income and margin.  Accordingly,As a result of the Company will remain focused on deploying investable cash balances intochanging mix of loans, or investment securities that meet the Company’s establishednet interest margin was reduced to 3.97% during the three months ended March 31, 2022, compared to 4.40% during the three months ended March 31, 2021. Historically, ALC’s loan portfolio has represented both the Company’s highest yielding loans, as well as the portfolio with the highest level of credit standards,losses. Accordingly, while atinterest earned on these loans is expected to decrease over time, loan loss provision expense is also expected to decrease as the same time seeking to reduce interest expense through continued liability repricing.  portfolio pays down.

 

Provision for Loan and Lease Losses

 

The provision for loan and lease losses was $0.9$0.7 million during the sixthree months ended June 30, 2021,March 31, 2022, compared to $1.4$0.4 million during the sixthree months ended June 30, 2020.March 31, 2021. The decreaseincrease in provisioning comparing the periods was due in part to improvement in the credit quality of the loan portfolio resulting from reductions in ALC’s consumer-related portfolio. As of June 30, 2021, total loans at ALC, which contain the highest charge-off rates in the Company’s loan portfolio, were reduced by $8.3 million compared to June 30, 2020. The loan volume reductions at ALC led to lower credit losses, but also contributed to margin compression as the mix of higher interest-earning loans decreased relative to prior periods.

In addition to changes in the credit quality mix of the Company’s loan portfolio, the overall economic outlook in the markets served by the Company continued to improveprovision expense during the first half of 2021three months ended March 31, 2022, compared to the prior fiscal year, including reductionsthree months ended March 31, 2021 reflected both an increase in COVID-19-related deferments. Although a measure of economic uncertainty continues to exist, management believes that the allowance, which was calculated under an incurred loss model, was sufficient to absorb losses in the Company’scharge-offs associated with ALC’s loan portfolio, based on circumstances existingas well as qualitative adjustments applied to ALC’s portfolio in response to heightened inflationary trends and other economic uncertainties that emerged during the quarter. In management’s view, the combination of the business cessation strategy, coupled with deteriorating economic conditions, including elevated inflation levels, increased overall credit risk in ALC’s loan portfolio as of June 30,March 31, 2022, compared to December 31, 2021. The Company will continue to closely monitor the impact of changing economic circumstances on the Company’s loan portfolio. In accordance with relevant accounting guidance for smaller reporting companies, the Company has not yet adopted the Current Expected Credit Loss (CECL) accounting model for the calculation of credit losses and is currently evaluating the impact that adopting CECL will have on the

41


Company’s financial statements. Due to its classification as a smaller reporting company by the Securities and Exchange Commission, the Company is not required to implement the CECL model until January 1, 2023; however, early adoption is permissible.


Non-interest Income

Non-interest income decreased by $0.9$0.1 million comparing the first half of 2021three months ended March 31, 2022 to the first half of 2020. Approximately $0.6 million of the decreasethree months ended March 31, 2021. The reduction resulted primarily from reductionsdecreases in service charges and related fees on the Bank’s deposit accounts,miscellaneous revenue sources, including credit insurance income and secondary market mortgage revenues, whileassociated with ALC’s loans.

Non-interest Expense

Non-interest expense decreased by $1.3 million comparing the remaining $0.3 millionthree months ended March 31, 2022 to the three months ended March 31, 2021. The decrease in 2022 resulted primarily from implementation of the decrease resulted fromALC strategy, as well as other efficiency efforts conducted at the Bank.  As a result of these efforts, significant expense reductions were realized associated with salaries and employee benefits, occupancy and equipment, as well as other expenses associated with technology and professional services.  Non-interest expense during the three months ended March 31, 2022 was reduced by $0.2 million in nonrecurring net gains on the sale of investment securities that occurred during the first half of 2020 that were not repeated in the first half of 2021. The decrease in service charges is consistent with changes in deposit customer behaviors since the onset of the pandemic. The reduction in secondary market mortgage fees resulted from the discontinuance of the Bank’s mortgage division that became effective in the fourth quarter of 2020. Although the discontinuance resulted in a reduction in non-interest income, non-interest expense, primarily salaries and benefits, was reduced commensurately.

Non-interest Expense

Non-interest expense decreased $0.3 million comparing the six months ended June 30, 2021 to the six months ended June 30, 2020 due primarily to reductions in salaries and employee benefits. A portion of the expense reduction was associated with the discontinuation of the secondary mortgage marketing division.

Provision for Income Taxes

The Company’s effective tax rate was 22.1% for the six months ended June 30, 2021, a decrease from 23.3% for the six months ended June 30, 2020.other real estate owned (OREO).

Balance Sheet ManagementGrowth

The Company’s asset base increased during the first half of 2021. As of June 30, 2021,March 31, 2022, the Company’s assets totaled $946.9$968.6 million, compared to $890.5$958.3 million as of December 31, 2020.  The discussion below presents significant balance sheet components comparing June 30, 2021, an increase of 1.1%. Compared to DecemberMarch 31, 2020.2021, the Company’s total assets increased by $42.1 million, or 4.5%.

Loans and Credit Quality

 

Total loans increaseddecreased by $39.4$30.9 million, or 4.3% as of June 30, 2021March 31, 2022, compared to December 31, 2020. The increase was distributed primarily between indirect lending and2021. Loan volume decreases were most pronounced in the Bank’s commercial real estate lending, which netted growth(secured by non-farm, non-residential properties) and construction categories.  The decreases in these loan categories was generally consistent with historic first quarter seasonality, and a portion of $34.6 million and $12.5 million, respectively. Growth in real estate lendingthe reduction was split between construction and non-residential real estate, partially offset by a reduction in single family residential lending. Growth inattributable to the indirect portfolio continued to be focused on consumer loans secured by collateral that includes recreational vehicles, campers, boats, horse trailers and cargo trailers. The Bank does not originate autopayoff of loans in its indirect portfolio. The Bank now operates indirect lendingaccordance with contractual terms as financed construction projects were completed. In addition, the ALC business cessation strategy resulted in a 12-state footprintdecreases primarily in the southeastern United States, including Oklahoma, which became operational in the second quarter of 2021.

Aside from indirect lending, other consumer loan categories decreased during the first half of 2021. The direct consumer and branch retail categories, which consist primarily of loans at ALC, decreasedloan categories.  Loan volume reductions were partially offset by a total of $3.3 million duringgrowth in the first six months of 2021. Bank’s indirect and multi-family portfolios.

Asset Quality

The Bank’s commercial and industrial (“C&I”) portfolio also decreased during the period by $4.4 million. However, $0.3 million of this decrease resulted from a decline in PPP loans as they continue to be forgiven by the SBA.

Non-performingCompany’s nonperforming assets, including loans in non-accrual status and other real estate owned (OREO), decreased to $2.1OREO, totaled $3.1 million as of June 30, 2021,March 31, 2022, compared to $4.0$4.2 million as of December 31, 2020.2021. The reduction in nonperforming assets during the three months ended March 31, 2022 resulted from the sale of OREO properties during the quarter.  Reductions in OREO totaled $1.3 million and included the sale of banking centers that were closed by the Company in 2021.  As a percentage of total assets, non-performing assets improved to 0.22%totaled 0.32% as of June 30, 2021,March 31, 2022, compared to 0.45%0.43% as of December 31, 2020. Net charge-offs2021.

Deposit Growth and Deployment of Funds

Deposits increased by $15.0 million, or 1.8%, as a percentage of March 31, 2022, compared to December 31, 2021.  In the current environment, management has continued to focus on minimizing deposit expense and deploying excess cash balances into earning assets that meet the Company’s established credit standards, while maintaining appropriate levels of liquidity in accordance with projected funding needs. Total average loans totaled 0.20%funding costs, including both interest- and noninterest-bearing liabilities and borrowings, was reduced to 0.32% for the sixthree months ended June 30, 2021,March 31, 2022, compared to 0.28%0.39% for the sixthree months ended June 30, 2020.

Investment Securities

DuringMarch 31, 2021.  Given the secondincreasing interest rate environment during the first quarter of 2021, additional investment securities were purchased in an effort2022, management continued to more effectively deploy excess cash. The investment securities portfolio continues to provide the Company with additional liquidity and allows management to fund a portion of loan growth from the maturity and payoff of securities within the portfolio. As of June 30, 2021,excess funds into the investment securities portfolio increased to $123.6portfolio.  Investment securities, including both the available-for-sale and held-to-maturity portfolios totaled $137.7 million as of March 31, 2022, compared to $91.4$134.3 million as of December 31, 2020. Management monitors its liquidity position, including forecasted expectations related to loan growth, when making determinations about whether to re-invest2021. The expected average life of securities in the securities portfolio.

Deposits and Borrowings

Deposits totaled $837.9 millioninvestment portfolio as of June 30, 2021,March 31, 2022 was 3.5 years, compared to $782.2 million3.7 years as of December 31, 2020.2021.  Management maintains the portfolio with average durations that are expected to provide monthly cash flows that can be utilized to reinvest in earning assets at current market rates.  

Shareholders’ Equity

Shareholders’ equity decreased by $2.3 million, or 2.5%, as of March 31, 2022, compared to December 31, 2021. The deposit growth reflecteddecrease in shareholders’ equity resulted primarily from increases in accumulated other comprehensive loss due to declines in the impactmarket value of the pandemic onCompany’s available-for-sale investment portfolio.  The market value declines were the direct result of the increasing interest rate environment during the three months ended March 31, 2022.   No other-than-temporary impairment was recognized in the investment portfolio during the three months ended March 31, 2022, and the Company has both businessthe intent and consumer deposit holders, including preferencesability to retain the investments for liquidity, loan payment deferments, tax payment deferments, government stimulus receipts and generally lower consumer spending. Ofa period of time sufficient to allow for the totalfull recovery of all market value decreases.  The market value decrease in available-for-sale securities was partially offset by an increase in the market value of cash flow derivative instruments that hedge certain deposits $22.8 million represented non-interest-bearing deposits, while $32.9 million were interest-bearing.and borrowings on the Company’s balance sheet.

 


LiquidityRegulatory Capital

During the three months ended March 31, 2022, the Bank continued to maintain capital ratios at higher levels than required to be considered a “well-capitalized” institution under applicable banking regulations. As of March 31, 2022, the Bank’s common equity Tier 1 capital and CapitalTier 1 risk-based capital ratios were each 11.82%. Its total capital ratio was 12.95%, and its Tier 1 leverage ratio was 9.38%.

42


Liquidity

The Company continues to maintain excess funding capacity to provide adequate liquidity for loan growth, capital expenditures and ongoing operations. The Company benefits from a strong deposit base, a liquid investment securities portfolio and access to funding from a variety of sources, including federal funds lines, Federal Home Loan Bank (“FHLB”) advances and brokered deposits.

As of June 30, 2021, the Bank continued to maintain capital ratios at higher levels than the ratios required to be considered a “well-capitalized” institution under applicable banking regulations. As of June 30, 2021, the Bank’s common equity Tier 1 capital and Tier 1 risk-based capital ratios were each 11.14%. Its total capital ratio was 12.22%, and its Tier 1 leverage ratio was 8.60%.

Cash Dividend

The Company declared a cash dividend of $0.03 per share on its common stock induring both three-month periods ended March 31, 2022 and March 31, 2021.  

Share Repurchases

During the second quarterthree months ended March 31, 2022, the Company completed share repurchases totaling 87,600 shares of 2021, which is consistent withits common stock at a weighted average price of $10.94 per share.  The repurchases were completed under the Company’s dividend declarationexisting share repurchase program, which was amended in April 2021 to allow for the first quarterrepurchase of 2021 and each quarteradditional shares through December 31, 2022.  As of 2020.

March 31, 2022, a total of 921,613 shares remained available for repurchase under the program.



RESULTS OF OPERATIONS

Net Interest Income

Net interest income is calculated as the difference between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Fluctuations in interest rates, as well as volume and mix changes in earning assets and interest-bearing liabilities, can materially impact net interest income. The Company’s earning assets consist of loans, taxable and tax-exempt investments, Federal Home Loan Bank stock, federal funds sold by the Bank and interest-bearing deposits in banks. Interest-bearing liabilities consist of interest-bearing demand deposits and savings and time deposits, as well as short-term borrowings.

The following tables show the average balances of each principal category of assets, liabilities and shareholders’ equity for the three- and six-monththree-month periods ended June 30, 2021March 31, 2022 and 2020.2021. Additionally, the tables provide an analysis of interest revenue or expense associated with each category, along with the accompanying yield or rate percentage. Net interest margin is calculated for each period presented as net interest income divided by average total interest-earning assets.

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Three Months Ended

 

 

June 30, 2021

 

 

June 30, 2020

 

 

March 31, 2022

 

 

March 31, 2021

 

 

Average

Balance

 

 

Interest

 

 

Annualized

Yield/

Rate %

 

 

Average

Balance

 

 

Interest

 

 

Annualized

Yield/

Rate %

 

 

Average

Balance

 

 

Interest

 

 

Annualized

Yield/

Rate %

 

 

Average

Balance

 

 

Interest

 

 

Annualized

Yield/

Rate %

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans (Note A)

 

$

673,676

 

 

$

9,668

 

 

 

5.76

%

 

$

557,511

 

 

$

9,237

 

 

 

6.66

%

 

$

696,695

 

 

$

8,847

 

 

 

5.15

%

 

$

652,886

 

 

$

9,490

 

 

 

5.89

%

Taxable investment securities

 

 

97,237

 

 

 

344

 

 

 

1.42

%

 

 

104,449

 

 

 

493

 

 

 

1.90

%

 

 

130,306

 

 

 

485

 

 

 

1.51

%

 

 

83,151

 

 

 

306

 

 

 

1.49

%

Tax-exempt investment securities

 

 

3,506

 

 

 

16

 

 

 

1.83

%

 

 

1,737

 

 

 

12

 

 

 

2.78

%

 

 

2,771

 

 

 

12

 

 

 

1.76

%

 

 

3,522

 

 

 

16

 

 

 

1.84

%

Federal Home Loan Bank stock

 

 

870

 

 

 

8

 

 

 

3.69

%

 

 

1,135

 

 

 

15

 

 

 

5.32

%

 

 

879

 

 

 

8

 

 

 

3.69

%

 

 

1,106

 

 

 

9

 

 

 

3.30

%

Federal funds sold

 

 

83

 

 

 

 

 

 

0.00

%

 

 

6,233

 

 

 

4

 

 

 

0.26

%

 

 

81

 

 

 

 

 

 

0.00

%

 

 

84

 

 

 

 

 

 

0.00

%

Interest-bearing deposits in banks

 

 

91,340

 

 

 

23

 

 

 

0.10

%

 

 

74,596

 

 

 

19

 

 

 

0.10

%

 

 

57,859

 

 

 

29

 

 

 

0.20

%

 

 

95,303

 

 

 

24

 

 

 

0.10

%

Total interest-earning assets

 

 

866,712

 

 

 

10,059

 

 

 

4.66

%

 

 

745,661

 

 

 

9,780

 

 

 

5.28

%

 

 

888,591

 

 

 

9,381

 

 

 

4.28

%

 

 

836,052

 

 

 

9,845

 

 

 

4.78

%

Non-interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

68,237

 

 

 

 

 

 

 

 

 

 

 

72,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non interest-earning assets

 

 

64,958

 

 

 

 

 

 

 

 

 

 

 

68,838

 

 

 

 

 

 

 

 

 

Total

 

$

934,949

 

 

 

 

 

 

 

 

 

 

$

818,651

 

 

 

 

 

 

 

 

 

 

$

953,549

 

 

 

 

 

 

 

 

 

 

$

904,890

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

$

235,493

 

 

$

145

 

 

 

0.25

%

 

$

183,536

 

 

$

138

 

 

 

0.30

%

 

$

250,612

 

 

$

126

 

 

 

0.20

%

 

$

225,152

 

 

$

139

 

 

 

0.25

%

Savings deposits

 

 

187,655

 

 

 

148

 

 

 

0.32

%

 

 

155,953

 

 

 

146

 

 

 

0.38

%

 

 

197,016

 

 

 

140

 

 

 

0.29

%

 

 

174,678

 

 

 

145

 

 

 

0.34

%

Time deposits

 

 

230,473

 

 

 

412

 

 

 

0.72

%

 

 

234,041

 

 

 

847

 

 

 

1.46

%

 

 

210,727

 

 

 

249

 

 

 

0.48

%

 

 

238,659

 

 

 

459

 

 

 

0.78

%

Total interest-bearing deposits (Note B)

 

 

653,621

 

 

 

705

 

 

 

0.43

%

 

 

573,530

 

 

 

1,131

 

 

 

0.79

%

Total interest-bearing deposits

 

 

658,355

 

 

 

515

 

 

 

0.32

%

 

 

638,489

 

 

 

743

 

 

 

0.47

%

Non interest-bearing demand deposits

 

 

175,285

 

 

 

 

 

 

 

 

 

159,208

 

 

 

 

 

 

 

Total deposits

 

 

833,640

 

 

 

515

 

 

 

0.25

%

 

 

797,697

 

 

 

743

 

 

 

0.38

%

Borrowings

 

 

10,017

 

 

 

42

 

 

 

1.68

%

 

 

10,230

 

 

 

26

 

 

 

1.02

%

 

 

20,715

 

 

 

157

 

 

 

3.07

%

 

 

10,016

 

 

 

38

 

 

 

1.54

%

Total interest-bearing liabilities

 

 

663,638

 

 

 

747

 

 

 

0.45

%

 

 

583,760

 

 

 

1,157

 

 

 

0.80

%

Non-interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

173,842

 

 

 

 

 

 

 

 

 

 

 

140,621

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

8,991

 

 

 

 

 

 

 

 

 

 

 

9,317

 

 

 

 

 

 

 

 

 

Total funding costs

 

 

854,355

 

 

 

672

 

 

 

0.32

%

 

 

807,713

 

 

 

781

 

 

 

0.39

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other non interest-bearing liabilities

 

 

9,692

 

 

 

 

 

 

 

 

 

 

 

9,720

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

88,478

 

 

 

 

 

 

 

 

 

 

 

84,953

 

 

 

 

 

 

 

 

 

 

 

89,502

 

 

 

 

 

 

 

 

 

 

 

87,457

 

 

 

 

 

 

 

 

 

Total

 

$

934,949

 

 

 

 

 

 

 

 

 

 

$

818,651

 

 

 

 

 

 

 

 

 

 

$

953,549

 

 

 

 

 

 

 

 

 

 

$

904,890

 

 

 

 

 

 

 

 

 

Net interest income (Note C)

 

 

 

 

 

$

9,312

 

 

 

 

 

 

 

 

 

 

$

8,623

 

 

 

 

 

Net interest income (Note B)

 

 

 

 

 

$

8,709

 

 

 

 

 

 

 

 

 

 

$

9,064

 

 

 

 

 

Net interest margin

 

 

 

 

 

 

 

 

 

 

4.31

%

 

 

 

 

 

 

 

 

 

 

4.65

%

 

 

 

 

 

 

 

 

 

 

3.97

%

 

 

 

 

 

 

 

 

 

 

4.40

%

 

Note A

For the purpose of these computations, non-accruing loans are included in the average loan amounts outstanding. These loans averaged $1.9$2.1 million and $3.5$2.5 million for the three months ended June 30,March 31, 2022 and 2021, and 2020, respectively.

 

Note B

The annualized rate on total average funding costs, including total average interest-bearing liabilities and average non-interest-bearing demand deposits, was 0.36% and 0.64% for the three-month periods ended June 30, 2021 and 2020, respectively.

Note C

Loan fees are included in the interest amounts presented. Loan fees totaled $0.5$0.3 million and $0.4$0.5 million for the three-month periods ended June 30,March 31, 2022 and 2021, and 2020, respectively. These amounts included PPP processing fees of $149 thousand and $31 thousand for the three-month periods ended June 30, 2021 and 2020, respectively.


 

 

Six Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2021

 

 

June 30, 2020

 

 

 

Average

Balance

 

 

Interest

 

 

Annualized

Yield/

Rate %

 

 

Average

Balance

 

 

Interest

 

 

Annualized

Yield/

Rate %

 

 

 

(Dollars in Thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans (Note A)

 

$

663,338

 

 

$

19,158

 

 

 

5.82

%

 

$

552,810

 

 

$

18,876

 

 

 

6.87

%

Taxable investment securities

 

 

90,233

 

 

 

650

 

 

 

1.45

%

 

 

104,286

 

 

 

1,024

 

 

 

1.97

%

Tax-exempt investment securities

 

 

3,514

 

 

 

32

 

 

 

1.84

%

 

 

1,464

 

 

 

23

 

 

 

3.16

%

Federal Home Loan Bank stock

 

 

987

 

 

 

17

 

 

 

3.47

%

 

 

1,136

 

 

 

30

 

 

 

5.31

%

Federal funds sold

 

 

84

 

 

 

 

 

 

0.00

%

 

 

9,448

 

 

 

45

 

 

 

0.96

%

Interest-bearing deposits in banks

 

 

93,311

 

 

 

47

 

 

 

0.10

%

 

 

63,311

 

 

 

179

 

 

 

0.57

%

Total interest-earning assets

 

 

851,467

 

 

 

19,904

 

 

 

4.71

%

 

 

732,455

 

 

 

20,177

 

 

 

5.54

%

Non-interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

68,536

 

 

 

 

 

 

 

 

 

 

 

73,199

 

 

 

 

 

 

 

 

 

Total

 

$

920,003

 

 

 

 

 

 

 

 

 

 

$

805,654

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

$

230,351

 

 

$

284

 

 

 

0.25

%

 

$

176,480

 

 

$

313

 

 

 

0.36

%

Savings deposits

 

 

181,202

 

 

 

293

 

 

 

0.33

%

 

 

160,686

 

 

 

458

 

 

 

0.57

%

Time deposits

 

 

234,544

 

 

 

871

 

 

 

0.75

%

 

 

236,137

 

 

 

1,835

 

 

 

1.56

%

Total interest-bearing deposits (Note B)

 

 

646,097

 

 

 

1,448

 

 

 

0.45

%

 

 

573,303

 

 

 

2,606

 

 

 

0.91

%

Borrowings

 

 

10,017

 

 

 

80

 

 

 

1.61

%

 

 

10,176

 

 

 

62

 

 

 

1.23

%

Total interest-bearing liabilities

 

 

656,114

 

 

 

1,528

 

 

 

0.47

%

 

 

583,479

 

 

 

2,668

 

 

 

0.92

%

Non-interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

166,566

 

 

 

 

 

 

 

 

 

 

 

127,431

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

9,353

 

 

 

 

 

 

 

 

 

 

 

9,906

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

87,970

 

 

 

 

 

 

 

 

 

 

 

84,838

 

 

 

 

 

 

 

 

 

Total

 

$

920,003

 

 

 

 

 

 

 

 

 

 

$

805,654

 

 

 

 

 

 

 

 

 

Net interest income (Note C)

 

 

 

 

 

$

18,376

 

 

 

 

 

 

 

 

 

 

$

17,509

 

 

 

 

 

Net interest margin

 

 

 

 

 

 

 

 

 

 

4.35

%

 

 

 

 

 

 

 

 

 

 

4.81

%

Note A

For the purpose of these computations, non-accruing loans are included in the average loan amounts outstanding. These loans averaged $2.2 million and $3.6 million for the six months ended June 30, 2021 and 2020, respectively.

Note B

The annualized rate on total average funding costs, including total average interest-bearing liabilities and average non-interest-bearing demand deposits, was 0.37% and 0.75% for the six-month periods ended June 30, 2021 and 2020, respectively.

 

Note C

Loan fees are included in the interest amounts presented. Loan fees totaled $0.8 million and $0.9 million for the six-month periods ended June 30, 2021 and 2020, respectively. These amounts included PPP processing fees of $242 thousand and $31 thousand for the six-month periods ended June 30, 2021 and 2020, respectively.

 



The following tables summarize the impact of variances in volume and rate of interest-earning assets and interest-bearing liabilities on components of net interest income. For each category of

 

 

Three Months Ended March 31, 2022

 

 

Three Months Ended March 31, 2021

 

 

 

Compared to

 

 

Compared to

 

 

 

Three Months Ended March 31, 2021

 

 

Three Months Ended March 31, 2020

 

 

 

Increase (Decrease)

 

 

Increase (Decrease)

 

 

 

Due to Change In:

 

 

Due to Change In:

 

 

 

Volume

 

 

Average

Rate

 

 

Net

 

 

Volume

 

 

Average

Rate

 

 

Net

 

 

 

(Dollars in Thousands)

 

Interest earned on:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

 

$

637

 

 

$

(1,280

)

 

$

(643

)

 

$

1,843

 

 

$

(1,992

)

 

$

(149

)

Taxable investment securities

 

 

174

 

 

 

5

 

 

 

179

 

 

 

(107

)

 

 

(118

)

 

 

(225

)

Tax-exempt investment securities

 

 

(3

)

 

 

(1

)

 

 

(4

)

 

 

20

 

 

 

(14

)

 

 

6

 

Federal Home Loan Bank stock

 

 

(2

)

 

 

1

 

 

 

(1

)

 

 

 

 

 

(5

)

 

 

(5

)

Federal funds sold

 

 

 

 

 

 

 

 

 

 

 

(42

)

 

 

 

 

 

(42

)

Interest-bearing deposits in banks

 

 

(9

)

 

 

14

 

 

 

5

 

 

 

134

 

 

 

(271

)

 

 

(137

)

Total interest-earning assets

 

 

797

 

 

 

(1,261

)

 

 

(464

)

 

 

1,848

 

 

 

(2,400

)

 

 

(552

)

Interest expense on:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

16

 

 

 

(29

)

 

 

(13

)

 

 

58

 

 

 

(94

)

 

 

(36

)

Savings deposits

 

 

19

 

 

 

(24

)

 

 

(5

)

 

 

18

 

 

 

(186

)

 

 

(168

)

Time deposits

 

 

(54

)

 

 

(156

)

 

 

(210

)

 

 

2

 

 

 

(530

)

 

 

(528

)

Borrowings

 

 

41

 

 

 

78

 

 

 

119

 

 

 

 

 

 

2

 

 

 

2

 

Total interest-bearing liabilities

 

 

22

 

 

 

(131

)

 

 

(109

)

 

 

78

 

 

 

(808

)

 

 

(730

)

Increase (decrease) in net interest income

 

$

775

 

 

$

(1,130

)

 

$

(355

)

 

$

1,770

 

 

$

(1,592

)

 

$

178

 

Net interest income for the three months ended March 31, 2022 decreased by $0.4 million compared to the three months ended March 31, 2021.  The decrease in net interest income comparing the two periods resulted from a decrease in interest and fees on loans, partially offset by an increase in interest on investment securities and a decrease in interest expense.  Average yield on interest-earning assets and interest-bearing liabilities, information is provided on changes attributabledecreased to (1) changes in volume, which are changes4.28% in the average balance multiplied byfirst quarter of 2022, compared to 4.78% for the previous year’s average ratecorresponding quarter of 2021, while aggregate funding costs, including noninterest-bearing deposits and (2) changes in rate, which are changesborrowings, decreased to 0.32% in the average rate multiplied byfirst quarter of 2022, compared to 0.39% in the average balance from the current year period. The net changes attributable to the combined impactfirst quarter of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate.

 

 

Three Months Ended June 30, 2021

 

 

Six Months Ended June 30, 2021

 

 

 

Compared to

 

 

Compared to

 

 

 

Three Months Ended June 30, 2020

 

 

Six Months Ended June 30, 2020

 

 

 

Increase (Decrease)

 

 

Increase (Decrease)

 

 

 

Due to Change In:

 

 

Due to Change In:

 

 

 

Volume

 

 

Average

Rate

 

 

Net

 

 

Volume

 

 

Average

Rate

 

 

Net

 

 

 

(Dollars in Thousands)

 

Interest earned on:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

 

$

1,925

 

 

$

(1,494

)

 

$

431

 

 

$

3,774

 

 

$

(3,492

)

 

$

282

 

Taxable investment securities

 

 

(34

)

 

 

(115

)

 

 

(149

)

 

 

(138

)

 

 

(236

)

 

 

(374

)

Tax-exempt investment securities

 

 

12

 

 

 

(8

)

 

 

4

 

 

 

32

 

 

 

(23

)

 

 

9

 

Federal Home Loan Bank stock

 

 

(4

)

 

 

(3

)

 

 

(7

)

 

 

(4

)

 

 

(9

)

 

 

(13

)

Federal funds sold

 

 

(4

)

 

 

 

 

 

(4

)

 

 

(45

)

 

 

 

 

 

(45

)

Interest-bearing deposits in banks

 

 

4

 

 

 

 

 

 

4

 

 

 

85

 

 

 

(217

)

 

 

(132

)

Total interest-earning assets

 

 

1,899

 

 

 

(1,620

)

 

 

279

 

 

 

3,704

 

 

 

(3,977

)

 

 

(273

)

Interest expense on:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

39

 

 

 

(32

)

 

 

7

 

 

 

96

 

 

 

(125

)

 

 

(29

)

Savings deposits

 

 

30

 

 

 

(28

)

 

 

2

 

 

 

58

 

 

 

(223

)

 

 

(165

)

Time deposits

 

 

(13

)

 

 

(422

)

 

 

(435

)

 

 

(12

)

 

 

(952

)

 

 

(964

)

Borrowings

 

 

(1

)

 

 

17

 

 

 

16

 

 

 

(1

)

 

 

19

 

 

 

18

 

Total interest-bearing liabilities

 

 

55

 

 

 

(465

)

 

 

(410

)

 

 

141

 

 

 

(1,281

)

 

 

(1,140

)

Increase (decrease) in net interest income

 

$

1,844

 

 

$

(1,155

)

 

$

689

 

 

$

3,563

 

 

$

(2,696

)

 

$

867

 

2021.  Net interest margin was reduced by 3443 basis points to 4.31%3.97% during the secondfirst quarter of 2021,2022, compared to 4.65%4.40% during the second quarter of 2020. Net interest margin decreased 46 basis points to 4.35% for the six months ended June 30, 2021 compared to 4.81% for the six months ended June 30, 2020. The reduction in net interest margin primarily resulted from the prevailing low interest rate environment and our asset-sensitive balance sheet. Since August 2019, the federal funds rate has been reduced by 225 basis points, including decreases totaling 150 basis points in March 2020 in response to the COVID-19 pandemic. Net interest margin was also affected by the decrease in higher interest-earning ALC consumer loans.

The Company’s average loan balance increased by $116.2 million comparing the second quarter of 2021 to the second quarter of 2020 and increased by $110.5 million comparing the six-month period ended June 30, 2021 to the same period of 2020. However, as a result of declining yields, interest earned on loans decreased $0.4 million comparing the three-month periods ended June 30, 2021 and 2020 and decreased $0.3 million comparing the six months ended June 30, 2021 to the corresponding period of 2020. The growth in average loans from June 30, 2020 to June 30, 2021 was funded through growth in deposits combined with maturities, sales and pay-downs in the Company’s investment portfolio. Accordingly, the average balance of the investment portfolio (taxable and tax-exempt combined) was reduced by $5.4 million and $12.0 million comparing the three and six months ended June 30, 2021 to the same periods in 2020. Based on this volume reduction, coupled with the reduced interest rate environment, interest earned on the investment portfolio declined by $0.1 million and $0.4 million comparing the three and six months ended June 30, 2021 to the same periods in 2020.

The COVID-19 pandemic has reduced economic activity and increased liquidity for deposit customers, consequently increasing the Company’s cash balances during 2020 and the first six months of 2021. In the current environment, the excess cash balances earn low yields, which has put downward pressure on net interest margin. Management remains focused on deploying investable cash balances into earning assets that meet the Company’s established credit standards, while maintaining appropriate levels of liquidity. In an effort to more effectively deploy excess cash, additional investment securities were purchased during the second quarter of 2021.

 

InDuring the currentfirst quarter of 2022, both interest income and interest expense continued to be impacted by the relatively low interest rate environment management expects to further reduce interest expense as interest-bearing liabilities continue to reprice; however, economic uncertainty remains due tothat began in early 2020 at the onset of the COVID-19 pandemic.  We expectHowever, a number of benchmark interest rates increased during the first quarter of 2022, and it is expected that the Company’s net interest income will continue to be impacted by changes in the interest rate environment.  Management’s interest rate risk modeling generally indicates that both net interest margin and net interest income would benefit over time in a rising interest rate environment and would decrease in a reducing interest rate environment.  In addition, the Company’s strategy to cease new business development at ALC is expected to reduce average yields on loans in the near term until the ALC portfolio has paid down to nominal levels. Management expects that growth in net loan volume with loans of sufficient credit quality will enhance net interest income particularly as resourcesearning assets are shifted from lower earning excess cash balances and federal funds sold balances into loan assets.  However, there continuesthe environment for both loan and deposit generation is highly competitive and subject to be competitive pressure to generate loans of sufficient credit quality. Management is maintaining vigilance in the deployment of strategies to effectively manage risks associated with interest rate fluctuations. However, net interest income could continue to experience downward pressure as a result of the interest rate environment,environment.  Reductions in either loan volume or deposit levels could result in downward pressure on net interest income.

The Federal Open Market Committee raised the federal funds rate by 25 basis points in March of 2022 and by an additional 50 basis points in May of 2022, and statements by the Federal Reserve chair have indicated that further interest rate increases may be expected in 2022 to address inflationary pressures.  Although, as well as increased competition for qualitydescribed above, the Company’s interest margin generally will benefit from rising interest rates, rates may rise in an uneven manner causing unpredictable effects, and higher rates could negatively affect the economy, loan demand and deposit funding opportunities.  borrowers’ financial position, and could cause additional declines in the market value of the Company’s investment securities.

4645


Provision for Loan and Lease Losses

The provision for loan and lease losses was $0.5$0.7 million during the secondfirst quarter of 2021,2022, compared to $0.9$0.4 million during the secondfirst quarter of 2020,2021. The increase in the provision, comparing the two quarters, resulted from both an increase in charge-offs associated with ALC’s runoff loan portfolio, as well as qualitative adjustments applied to ALC’s portfolio in response to heightened inflationary trends and was $0.9 million forother economic uncertainties that emerged during the six months ended June 30, 2021,first quarter of 2022. In management’s view, the combination of the business cessation strategy, coupled with deteriorating economic conditions, including elevated inflation levels, increased overall credit risk in ALC’s loan portfolio as of March 31, 2022, compared to $1.4December 31, 2021. The loan loss provision recorded by the Company during the first quarter of 2022 included $0.8 million for the six months ended June 30, 2020. Theassociated with ALC’s portfolio, partially offset by a $0.1 million net decrease in provisioning comparing the periods was due in part to improvementprovision in the credit qualityBank’s other loan categories due to overall reduction in loan volume associated with those categories. The Company’s net charge-offs totaled $0.6 million during the first quarter of 2022, compared to $0.4 million during the first quarter of 2021.  The majority of the loan portfolio resulting from reductionsCompany’s charge-offs in both 2022 and 2021 were associated with loans in ALC’s consumer-related portfolio. As of June 30, 2021, total loans at ALC, which contain the highest charge-off rates in the Company’s loan portfolio, were reduced by $8.3 million compared to June 30, 2020, which led to lower credit losses.

Management believes that the allowance for loan and lease losses as of June 30, 2021,March 31, 2022, which was calculated under an incurred loss model, was sufficient to absorb losses in the Company’s loan portfolio based on circumstances existing as of the balance sheet date. However, the economic environment as a result of the COVID-19 pandemic continues to contain a significant level of uncertainty. Management will continue to closely monitor the impact of changing economic circumstances associated withon the Company’s loan portfolio and should economic circumstances deteriorate further, additional loan loss provisioning may be required.will adjust the allowance accordingly. In accordance with relevant accounting guidance for smaller reporting companies, the Company has not yet adopted the Current Expected Credit Loss (CECL) accounting model for the calculation of credit losses and is currently evaluating the impact that adopting CECL will have on the Company’s financial statements. Due to its classification as a smaller reporting company by the Securities and Exchange Commission, the Company is not required to implement the CECL model until January 1, 2023; however, early adoption is permissible.2023.

Non-Interest Income

Non-interest income represents fees and income derived from sources other than interest-earning assets. The following table presents the major components of non-interest income for the periods indicated:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

 

2022

 

 

2021

 

 

$ Change

 

 

% Change

 

 

(Dollars in Thousands)

 

 

 

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

(Dollars in Thousands)

 

 

 

 

 

Service charges and other fees on

deposit accounts

 

$

240

 

 

$

263

 

 

$

(23

)

 

 

(8.7

)%

 

$

506

 

 

$

697

 

 

$

(191

)

 

 

(27.4

)%

 

$

299

 

 

$

266

 

 

$

33

 

 

 

12.4

%

Credit insurance commissions and fees

 

 

(18

)

 

 

45

 

 

 

(63

)

 

 

(140.0

)%

 

 

87

 

 

 

198

 

 

 

(111

)

 

 

(56.1

)%

Bank-owned life insurance

 

 

109

 

 

 

107

 

 

 

2

 

 

 

1.9

%

 

 

217

 

 

 

215

 

 

 

2

 

 

 

0.9

%

 

 

110

 

 

 

108

 

 

 

2

 

 

 

1.9

%

Net gain on sale and prepayment of

investment securities

 

 

22

 

 

 

326

 

 

 

(304

)

 

 

(93.3

)%

 

 

22

 

 

 

326

 

 

 

(304

)

 

 

(93.3

)%

Mortgage fees from secondary market

 

 

 

 

 

176

 

 

 

(176

)

 

 

(100.0

)%

 

 

23

 

 

 

303

 

 

 

(280

)

 

 

(92.4

)%

Lease income

 

 

202

 

 

 

212

 

 

 

(10

)

 

 

(4.7

)%

 

 

411

 

 

 

424

 

 

 

(13

)

 

 

(3.1

)%

 

 

214

 

 

 

209

 

 

 

5

 

 

 

2.4

%

Other income

 

 

254

 

 

 

201

 

 

 

53

 

 

 

26.4

%

 

 

494

 

 

 

464

 

 

 

30

 

 

 

6.5

%

 

 

206

 

 

 

368

 

 

 

(162

)

 

 

(44.0

)%

Total non-interest income

 

$

809

 

 

$

1,330

 

 

$

(521

)

 

 

(39.2

)%

 

$

1,760

 

 

$

2,627

 

 

$

(867

)

 

 

(33.0

)%

 

$

829

 

 

$

951

 

 

$

(122

)

 

 

(12.8

)%

 

Non-interestThe Company’s non-interest income decreased during the first quarter of 2022 by $0.1 million compared to the first quarter of 2021 due to a decrease in the other income category that resulted primarily from reductions in credit insurance commissions and fees.  The reduction in credit insurance revenue is commensurate with the overall reduction in ALC’s loan volume since implementation of the cessation of business strategy at ALC. We expect continued declines in this revenue as the Bank consistsALC loan portfolio runs out.  The decrease in other non-interest income comparing the first quarter of 2022 to the first quarter of 2021 was partially offset by increases in service charges and other fees on deposit accounts; bank-owned life insurance; net gains on the sale and prepayment of investment securities; gains on the sale of premises and equipment and other assets; feesaccounts that were volume driven.   Non-interest revenues earned from the secondary market mortgage activities; lease income; and other non-interest income, which includes fee income generated by the Bank, such as ATM fees and real estate rental income. Non-interest income at ALC consists of credit insurance commissions and fees and other non-interest income generated for ancillary services, such as ALC’s auto club membership program. Non-interest income decreased by $0.5 million and $0.9 million comparing the three- and six-month periods ended June 30, 2021 to the corresponding periods of 2020. The decrease resulted from reductions in service charges and relatedother fees on the Bank’s deposit accounts credit insurance income, secondary market mortgage revenues and net gains on the sale of investment securities. The decrease in service charges is consistent with changes in deposit customer behaviors since the onset of the pandemic. The decrease in net gains on the sale of investment securities resulted from the sale of securities that occurredhave generally declined during the six months ended June 30, 2020 that were not repeated during 2021. The reduction in secondary market mortgage fees resulted from the discontinuance of the Bank’s mortgage division that became effective in the fourth quarter of 2020. Although the discontinuance resulted in a reduction in non-interest income, non-interest expense, primarily salaries and benefits, was reduced commensurately.

Certain categories of non-interest income are expected to provide a relatively stable source of revenues, while others may fluctuate significantlyrecent years based on changes in economic conditions, regulationdepositor preferences for liquidity, particularly during the pandemic.  Management continues to evaluate opportunities to add new non-interest revenue streams or other factors. Non-interestto grow existing streams; however, significant growth in non-interest income is not expected to remain below historic levels in the near-term due to the decline in economic activities resulting from the COVID-19 pandemic, as well as the discontinuance of the mortgage division.near term.

4746


Non-Interest Expense

Non-interest expense represents expenses incurred from sources other than interest-bearing liabilities. The following table presents the major components of non-interest expense for the periods indicated:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31,

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

 

2022

 

 

2021

 

 

$ Change

 

 

% Change

 

 

(Dollars in Thousands)

 

 

 

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

(Dollars in Thousands)

 

 

 

 

 

Salaries and employee benefits

 

$

4,992

 

 

$

5,193

 

 

$

(201

)

 

 

(3.9

)%

 

$

9,906

 

 

$

10,329

 

 

$

(423

)

 

 

(4.1

)%

 

$

4,330

 

 

$

4,914

 

 

$

(584

)

 

 

(11.9

)%

Net occupancy and equipment expense

 

 

1,020

 

 

 

995

 

 

 

25

 

 

 

2.5

%

 

 

2,059

 

 

 

1,996

 

 

 

63

 

 

 

3.2

%

 

 

766

 

 

 

1,039

 

 

$

(273

)

 

 

(26.3

)%

Computer services

 

 

485

 

 

 

424

 

 

 

61

 

 

 

14.4

%

 

 

950

 

 

 

841

 

 

 

109

 

 

 

13.0

%

 

 

377

 

 

 

465

 

 

$

(88

)

 

 

(18.9

)%

Insurance expense and assessments

 

 

329

 

 

 

257

 

 

 

72

 

 

 

28.0

%

 

 

645

 

 

 

499

 

 

 

146

 

 

 

29.3

%

 

 

367

 

 

 

316

 

 

$

51

 

 

 

16.1

%

Fees for professional services

 

 

354

 

 

 

401

 

 

 

(47

)

 

 

(11.7

)%

 

 

711

 

 

 

679

 

 

 

32

 

 

 

4.7

%

 

 

268

 

 

 

357

 

 

$

(89

)

 

 

(24.9

)%

Postage, stationery and supplies

 

 

197

 

 

 

218

 

 

 

(21

)

 

 

(9.6

)%

 

 

412

 

 

 

432

 

 

 

(20

)

 

 

(4.6

)%

 

 

164

 

 

 

215

 

 

$

(51

)

 

 

(23.7

)%

Telephone/data communications

 

 

227

 

 

 

229

 

 

 

(2

)

 

 

(0.9

)%

 

 

459

 

 

 

452

 

 

 

7

 

 

 

1.5

%

 

 

171

 

 

 

232

 

 

$

(61

)

 

 

(26.3

)%

Other real estate/foreclosure (income) expense, net

 

 

(20

)

 

 

22

 

 

 

(42

)

 

 

(190.9

)%

 

 

(13

)

 

 

41

 

 

 

(54

)

 

 

(131.7

)%

 

 

(145

)

 

 

7

 

 

$

(152

)

 

NM

 

Other expense

 

 

815

 

 

 

842

 

 

 

(27

)

 

 

(3.2

)%

 

 

1,666

 

 

 

1,806

 

 

 

(140

)

 

 

(7.8

)%

 

 

758

 

 

 

851

 

 

$

(93

)

 

 

(10.9

)%

Total non-interest expense

 

$

8,399

 

 

$

8,581

 

 

$

(182

)

 

 

(2.1

)%

 

$

16,795

 

 

$

17,075

 

 

$

(280

)

 

 

(1.6

)%

 

$

7,056

 

 

$

8,396

 

 

$

(1,340

)

 

 

(16.0

)%

NM: Not Meaningful

 

Non-interest expense decreased $0.2 million and $0.3$1.3 million comparing the three- and six-month periods ended June 30, 2021first quarter of 2022 to the corresponding periodsfirst quarter of 2020 due primarily2021.  Implementation of the ALC cessation of business strategy, combined with Bank branch closures that occurred in the third quarter of 2021 and other operational efficiency efforts, led to significant reductions in salariesthe Company’s personnel levels, reduced levels of occupancy and employee benefits. A portionequipment expense, and decreases in various other expense categories.  As of March 31, 2022, the Company employed 161 full-time equivalent employees (including 153 at the Bank and eight at ALC), compared to 175 as of December 31, 2021, and 265 as of March 31, 2021.  

The reduction in occupancy and equipment expense resulted primarily from the termination of the expense reduction was associated with the discontinuationmajority of the secondary mortgage marketing division beginning in the fourth quarterALC’s lease contracts following cessation of 2020. In general, non-interest expense is expected to increase over time due to inflationary pressures; however, management continues to maintain vigilance in efforts to reduce these costs where opportunities to do so exist. The Company has an ongoing strategic initiative to improve the Bank’s operating efficiency, which includesbusiness at its branches, as well as the closure of four banking offices later this year. Afterbank branches in the initial closing costs, management expectsthird quarter of 2021.  As of March 31, 2022, all previously existing ALC leases had been terminated except for the initiativeongoing lease of ALC’s headquarters office that continues to create reductionshouse the remaining ALC staff. During the first quarter of 2022, non-interest expenses were reduced by one-time net gains on the sale of OREO that totaled $0.2 million.  The gains were primarily generated by the sale of the Bank’s closed branch assets.  As of March 31, 2022, all branches closed by the Bank during the third quarter of 2021 had been sold.

Reductions in most expense categories were partially offset by an increase in insurance expense and assessments due primarily to growth in the Company’s total assets which resulted in increased regulatory assessments. The decrease in non-interest expense.expense was partially offset by $0.1 million in restructuring charges associated with the ALC cessation of business strategy recorded during the first quarter of 2022. As of March 31, 2022, the majority of estimated restructuring charges associated with the ALC strategy have been incurred. The strategic initiatives implemented in 2021 are expected to continue to reduce the Company’s expense structure in the near term, although the reductions may be partially offset by inflationary pressures affecting the Company’s ongoing operations.  One of management’s primary focuses continues to be business simplification and process improvements in an effort to continue improving the Company’s overall efficiency levels.    

Provision for Income Taxes

The provision for income taxes was $0.3$0.4 million and $0.1$0.3 million for the three-month periods ended June 30,March 31, 2022 and 2021, and 2020, respectively, and the Company’s effective tax rate was 22.1%22.7% and 22.6%, respectively, for the same periods. The provision for income taxes was $0.5 million and $0.4 million for the six-month periods ended June 30, 2021 and 2020, respectively, and the Company’s effective tax rate was 22.1% and 23.3%22.0%, respectively, for the same periods.

The effective tax rate is impacted by recurring items, such as changes in tax-exempt interest income earned from bank-qualified municipal bonds and loans and the cash surrender value of bank-owned life insurance. Management makes decisions about whether to invest in tax-exempt instruments on a case-by-case basis after considering a number of factors, including investment return, credit quality and the consistency of such investments with the Company’s overall strategy. The Company’s effective tax rate is expected to fluctuate commensurate with the level of these investments as compared to total pre-tax income.

BALANCE SHEET ANALYSIS

Investment Securities

The investment securities portfolio is used by management to provide liquidity, to generate interest income and for use as collateral for public deposits and wholesale funding. Risk and return can be adjusted by altering the duration, composition and/or balance of the portfolio. The expected average life of securities in the investment portfolio was 3.83.5 years and 2.23.7 years as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively.

47


Available-for-sale securities are recorded at estimated fair value, with unrealized gains or losses recognized, net of taxes, in accumulated other comprehensive income, a separate component of shareholders’ equity. As of June 30, 2021,March 31, 2022, available-for-sale securities totaled $118.7$135.0 million, or 96.1%98.0% of the total investment portfolio, compared to $85.0$130.9 million, or 93.0%97.4% of the total investment portfolio, as of December 31, 2020.2021. Available-for-sale securities consisted of residential and commercial mortgage-backed securities, U.S. Treasury securities, corporate bonds and obligations of state and political subdivisions.

Held-to-maturity securities are recorded at amortized cost and represent securities that the Company both intends and has the ability to hold to maturity. As of June 30, 2021,March 31, 2022, held-to-maturity securities totaled $4.8$2.7 million, or 3.9%2.0% of the total investment portfolio, compared to $6.4$3.4 million, or 7.0%2.6% of the total investment portfolio, as of December 31, 2020.2021. Held-to-maturity securities consisted of commercial mortgage-backed securities, obligations of U.S. government-sponsored agencies and obligations of states and political subdivisions.

48Due to the increasing interest rate environment, during the first quarter of 2022, gross unrealized losses increased significantly, particularly within the Company’s available-for-sale portfolio.  Gross unrealized losses in the investment portfolio totaled $4.9 million as of March 31, 2022, compared to $0.8 million as of December 31, 2021. Management evaluated unrealized losses as of March 31, 2022, and determined that no losses within the portfolio were other-than-temporary.  Accordingly, no losses were realized during the first quarter of 2022.  Unrealized losses within the available-for-sale portfolio were recognized, net of tax, in accumulated other comprehensive income.  


Loans and Allowance for Loan and Lease Losses

The Company’s total loan portfolio decreased by $30.9 million, or 4.3%, as of March 31, 2022, compared to December 31, 2021.  Loan volume decreases were most pronounced in the Bank’s commercial real estate (secured by non-farm, non-residential properties) and construction categories.  The decrease in these loan categories was generally consistent with historic first quarter seasonality, and a portion of the reduction was attributable to the payoff of loans in accordance with contractual terms as financed construction projects were completed. In addition, the ALC business cessation strategy resulted in decreases primarily in the direct consumer and branch retail loan categories.  Loan volume reductions were partially offset by growth in the Bank’s indirect and multi-family portfolios.  The indirect portfolio has experienced significant growth in recent quarters and is focused on consumer lending secured by collateral that includes recreational vehicles, campers, boats, horse trailers and cargo trailers. The Bank now operates indirect lending in a 12-state footprint primarily in the southeastern United States.

The tables below summarize loan balances by portfolio category at the end of each of the most recent five quarters as of June 30, 2021:March 31, 2022:

 

 

Quarter Ended

 

 

Quarter Ended

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

June

30,

 

 

March

31,

 

 

December

31,

 

 

September

30,

 

 

June

30,

 

 

March

31,

 

 

December

31,

 

 

September

30,

 

 

June

30,

 

 

March

31,

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

53,425

 

 

$

48,491

 

 

$

37,282

 

 

$

35,472

 

 

$

31,384

 

 

$

52,817

 

 

$

67,048

 

 

$

58,175

 

 

$

53,425

 

 

$

48,491

 

Secured by 1-4 family residential properties

 

 

78,815

 

 

 

82,349

 

 

 

88,856

 

 

 

95,147

 

 

 

93,010

 

 

 

69,760

 

 

 

72,727

 

 

 

73,112

 

 

 

78,815

 

 

 

82,349

 

Secured by multi-family residential properties

 

 

53,811

 

 

 

54,180

 

 

 

54,326

 

 

 

49,197

 

 

 

48,807

 

 

 

50,796

 

 

 

46,000

 

 

 

51,420

 

 

 

53,811

 

 

 

54,180

 

Secured by non-farm, non-residential properties

 

 

191,398

 

 

 

193,626

 

 

 

184,528

 

 

 

183,754

 

 

 

160,683

 

 

 

177,752

 

 

 

197,901

 

 

 

198,745

 

 

 

191,398

 

 

 

193,626

 

Commercial and industrial loans, including PPP loans

 

 

77,359

 

 

 

79,838

 

 

 

81,735

 

 

 

86,898

 

 

 

87,771

 

Commercial and industrial loans

 

 

68,098

 

 

 

73,947

 

 

 

77,679

 

 

 

77,359

 

 

 

79,838

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct consumer

 

 

26,937

 

 

 

26,998

 

 

 

29,788

 

 

 

30,048

 

 

 

33,299

 

 

 

18,023

 

 

 

21,689

 

 

 

25,845

 

 

 

26,937

 

 

 

26,998

 

Branch retail

 

 

31,688

 

 

 

31,075

 

 

 

32,094

 

 

 

33,145

 

 

 

33,000

 

 

 

21,891

 

 

 

25,692

 

 

 

29,764

 

 

 

31,688

 

 

 

31,075

 

Indirect sales

 

 

176,116

 

 

 

153,940

 

 

 

141,514

 

 

 

125,369

 

 

 

89,932

 

Indirect

 

 

220,931

 

 

 

205,940

 

 

 

194,154

 

 

 

176,116

 

 

 

153,940

 

Total loans

 

$

689,549

 

 

$

670,497

 

 

$

650,123

 

 

$

639,030

 

 

$

577,886

 

 

$

680,068

 

 

$

710,944

 

 

$

708,894

 

 

$

689,549

 

 

$

670,497

 

Less unearned interest, fees and deferred cost

 

 

4,067

 

 

 

3,792

 

 

 

4,279

 

 

 

4,240

 

 

 

5,401

 

 

 

1,738

 

 

 

2,594

 

 

 

3,729

 

 

 

4,067

 

 

 

3,792

 

Allowance for loan and lease losses

 

 

7,726

 

 

 

7,475

 

 

 

7,470

 

 

 

7,185

 

 

 

6,423

 

 

 

8,484

 

 

 

8,320

 

 

 

8,193

 

 

 

7,726

 

 

 

7,475

 

Net loans

 

$

677,756

 

 

$

659,230

 

 

$

638,374

 

 

$

627,605

 

 

$

566,062

 

 

$

669,846

 

 

$

700,030

 

 

$

696,972

 

 

$

677,756

 

 

$

659,230

 

 

 


The tables below summarize changes in the allowance for loan and lease losses for each of the most recent five quarters as of June 30, 2021:March 31, 2022:

 

 

Quarter Ended

 

 

Quarter Ended

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

June

30,

 

 

March

31,

 

 

December

31,

 

 

September

30,

 

 

June

30,

 

 

March

31,

 

 

December

31,

 

 

September

30,

 

 

June

30,

 

 

March

31,

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Balance at beginning of period

 

$

7,475

 

 

$

7,470

 

 

$

7,185

 

 

$

6,423

 

 

$

5,954

 

 

$

8,320

 

 

$

8,193

 

 

$

7,726

 

 

$

7,475

 

 

$

7,470

 

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

 

(1

)

 

 

(21

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

 

 

(21

)

Secured by 1-4 family residential properties

 

 

4

 

 

 

(9

)

 

 

(9

)

 

 

(10

)

 

 

(22

)

 

 

(2

)

 

 

(6

)

 

 

(1

)

 

 

4

 

 

 

(9

)

Secured by multi-family residential properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured by non-farm, non-residential properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial loans, including PPP loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct consumer

 

 

(278

)

 

 

(348

)

 

 

(274

)

 

 

(385

)

 

 

(470

)

 

 

(557

)

 

 

(437

)

 

 

(222

)

 

 

(278

)

 

 

(348

)

Branch retail

 

 

(92

)

 

 

(130

)

 

 

(95

)

 

 

(58

)

 

 

(79

)

 

 

(145

)

 

 

(23

)

 

 

(77

)

 

 

(92

)

 

 

(130

)

Indirect sales

 

 

(193

)

 

 

(117

)

 

 

(49

)

 

 

(65

)

 

 

(38

)

Indirect

 

 

(25

)

 

 

(118

)

 

 

(55

)

 

 

(193

)

 

 

(117

)

Total charge-offs

 

 

(560

)

 

 

(625

)

 

 

(427

)

 

 

(518

)

 

 

(609

)

 

 

(729

)

 

 

(585

)

 

 

(361

)

 

 

(560

)

 

 

(625

)

Recoveries

 

 

313

 

 

 

229

 

 

 

243

 

 

 

234

 

 

 

228

 

 

 

172

 

 

 

219

 

 

 

210

 

 

 

313

 

 

 

229

 

Net charge-offs

 

 

(247

)

 

 

(396

)

 

 

(184

)

 

 

(284

)

 

 

(381

)

 

 

(557

)

 

 

(366

)

 

 

(151

)

 

 

(247

)

 

 

(396

)

Provision for loan and lease losses

 

 

498

 

 

 

401

 

 

 

469

 

 

 

1,046

 

 

 

850

 

 

 

721

 

 

 

493

 

 

 

618

 

 

 

498

 

 

 

401

 

Ending balance

 

$

7,726

 

 

$

7,475

 

 

$

7,470

 

 

$

7,185

 

 

$

6,423

 

 

$

8,484

 

 

$

8,320

 

 

$

8,193

 

 

$

7,726

 

 

$

7,475

 

Ending balance as a percentage of loans (1)

 

 

1.13

%

 

 

1.12

%

 

 

1.16

%

 

 

1.13

%

 

 

1.12

%

 

 

1.25

%

 

 

1.17

%

 

 

1.16

%

 

 

1.13

%

 

 

1.12

%

Net charge-offs as a percentage of average loans

 

 

0.15

%

 

 

0.25

%

 

 

0.11

%

 

 

0.19

%

 

 

0.27

%

 

 

0.32

%

 

 

0.20

%

 

 

0.09

%

 

 

0.15

%

 

 

0.25

%

(1)   The allowance forCharge-offs increased during the first quarter of 2022 in the direct consumer and branch retail categories due to charge-offs associated with ALC’s loan and lease losses as a percentage of loans excluding PPP loans, which are guaranteed byportfolio.  In management’s view, the SBA, for eachcombination of the five most recent quarters was 1.15%, 1.15%, 1.18%, 1.16% and 1.15%, respectively.ALC business cessation strategy, coupled with deteriorating economic conditions, including elevated inflation levels, increased overall credit risk in ALC’s loan portfolio as of March 31, 2022, compared to December 31, 2021.  The increase in provision expense in the first quarter of 2022 reflected the impact of these changing circumstances on ALC’s portfolio.

49


Nonperforming Assets

Nonperforming assets at the end of the five most recent quarters as of June 30, 2021March 31, 2022 were as follows:

 

 

Quarter Ended

 

 

Quarter Ended

 

 

2021

 

 

2020

 

 

2022

 

 

2021

 

 

June

30,

 

 

March

31,

 

 

December

31,

 

 

September

30,

 

 

June

30,

 

 

March

31,

 

 

December

31,

 

 

September

30,

 

 

June

30,

 

 

March

31,

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Non-accrual loans

 

$

1,279

 

 

$

2,509

 

 

$

3,086

 

 

$

3,053

 

 

$

3,415

 

 

$

2,228

 

 

$

2,008

 

 

$

969

 

 

$

1,279

 

 

$

2,509

 

Other real estate owned

 

 

846

 

 

 

942

 

 

 

949

 

 

 

985

 

 

 

1,003

 

 

 

874

 

 

 

2,149

 

 

 

2,373

 

 

 

846

 

 

 

942

 

Total

 

$

2,125

 

 

$

3,451

 

 

$

4,035

 

 

$

4,038

 

 

$

4,418

 

 

$

3,102

 

 

$

4,157

 

 

$

3,342

 

 

$

2,125

 

 

$

3,451

 

Nonperforming assets as a percentage of total assets

 

 

0.22

%

 

 

0.37

%

 

 

0.45

%

 

 

0.47

%

 

 

0.52

%

 

 

0.32

%

 

 

0.43

%

 

 

0.35

%

 

 

0.22

%

 

 

0.37

%

 

The decrease in OREO as of March 31, 2022, compared to December 31, 2021, resulted primarily from the sale of banking centers that were closed in 2021.


Allocation of Allowance for Loan and Lease Losses

 

While no portion of the allowance for loan and lease losses is in any way restricted to any individual loan or group of loans and the entire allowance is available to absorb losses from any and all loans, the following table shows an allocation of the allowance for loan and lease losses as of June 30, 2021March 31, 2022 and December 31, 2020:2021:

 

 

June 30, 2021

 

 

December 31, 2020

 

 

March 31, 2022

 

 

December 31, 2021

 

 

Allocation

Allowance

 

 

Percent of

Allowance

in Each

Category

to Total

Allowance

 

 

Percent of

Loans

in Each

Category

to Total

Loans

 

 

Allocation

Allowance

 

 

Percent of

Allowance

in Each

Category

to Total

Allowance

 

 

Percent of

Loans

in Each

Category

to Total

Loans

 

 

Allocation

Allowance

 

 

Percent of

Allowance

in Each

Category

to Total

Allowance

 

 

Percent of

Loans

in Each

Category

to Total

Loans

 

 

Allocation

Allowance

 

 

Percent of

Allowance

in Each

Category

to Total

Allowance

 

 

Percent of

Loans

in Each

Category

to Total

Loans

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

472

 

 

 

6.1

%

 

 

7.8

%

 

$

393

 

 

 

5.3

%

 

 

5.7

%

 

$

487

 

 

 

5.8

%

 

 

7.7

%

 

$

628

 

 

 

7.5

%

 

 

9.4

%

Secured by 1-4 family residential properties

 

 

752

 

 

 

9.7

%

 

 

11.4

%

 

 

639

 

 

 

8.5

%

 

 

13.7

%

 

 

684

 

 

 

8.1

%

 

 

10.3

%

 

 

690

 

 

 

8.3

%

 

 

10.2

%

Secured by multi-family residential properties

 

 

511

 

 

 

6.6

%

 

 

7.8

%

 

 

577

 

 

 

7.7

%

 

 

8.4

%

 

 

484

 

 

 

5.7

%

 

 

7.5

%

 

 

437

 

 

 

5.3

%

 

 

6.5

%

Secured by non-farm, non-residential properties

 

 

1,915

 

 

 

24.8

%

 

 

27.8

%

 

 

1,566

 

 

 

21.0

%

 

 

28.4

%

 

 

1,774

 

 

 

20.9

%

 

 

26.1

%

 

 

1,958

 

 

 

23.5

%

 

 

27.8

%

Commercial and industrial loans, including PPP loans

 

 

693

 

 

 

9.0

%

 

 

11.2

%

 

 

1,008

 

 

 

13.5

%

 

 

12.5

%

Commercial and industrial loans

 

 

889

 

 

 

10.5

%

 

 

10.0

%

 

 

860

 

 

 

10.3

%

 

 

10.4

%

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct consumer

 

 

959

 

 

 

12.4

%

 

 

3.9

%

 

 

1,202

 

 

 

16.1

%

 

 

4.6

%

 

 

1,064

 

 

 

12.5

%

 

 

2.7

%

 

 

1,004

 

 

 

12.1

%

 

 

3.1

%

Branch retail

 

 

324

 

 

 

4.2

%

 

 

4.6

%

 

 

373

 

 

 

5.0

%

 

 

4.9

%

 

 

521

 

 

 

6.1

%

 

 

3.2

%

 

 

304

 

 

 

3.7

%

 

 

3.6

%

Indirect sales

 

 

2,100

 

 

 

27.2

%

 

 

25.5

%

 

 

1,712

 

 

 

22.9

%

 

 

21.8

%

Indirect

 

 

2,581

 

 

 

30.4

%

 

 

32.5

%

 

 

2,439

 

 

 

29.3

%

 

 

29.0

%

Total loans

 

$

7,726

 

 

 

100.0

%

 

 

100.0

%

 

$

7,470

 

 

 

100.0

%

 

 

100.0

%

 

$

8,484

 

 

 

100.0

%

 

 

100.0

%

 

$

8,320

 

 

 

100.0

%

 

 

100.0

%

 

Deposits

Total deposits increased by 7.1% to $837.9$853.1 million as of June 30, 2021,March 31, 2022, from $782.2$838.1 million as of December 31, 2020.2021, an increase of 1.8%. Core deposits, which exclude time deposits of $250 thousand or more, provide a relatively stable funding source that supports earning assets. Core deposits increased to $779.3$791.6 million, or 93.0%92.8% of total deposits, as of June 30, 2021,March 31, 2022, compared to $726.9$775.1 million, or 92.9%92.5% of total deposits, as of December 31, 2020. The deposit growth reflects the impact of the pandemic on both business and consumer deposit holders, including preferences for liquidity, loan payment deferments, tax payment deferments, government stimulus receipts and generally lower consumer spending.2021.

Deposits, in particular coreCore deposits, have historically been the Company’s primary source of funding and have enabled the Company to successfully meet both short-term and long-term liquidity needs. Management anticipates that suchcore deposits will continue to be the Company’s primary source of funding in the future. The closure of four of the Bank’s banking offices scheduled for the third quarter of 2021 may cause a slowing in deposit growth later this year. WeManagement will continue to monitor deposit levels closely to help ensure an adequate level of funding for the Company’s activities. However, various economic and competitive factors could affect this funding source in the future, including increased competition from other financial institutions in deposit gathering, national and local economic conditions and interest rate policies adopted by the Federal Reserve and other central banks.

50


Average Daily Amount of Deposits and Rates

The average daily amount of deposits and rates paid on such deposits are summarized for the periods indicated in the following table:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 30, 2021

 

 

June 30, 2020

 

 

June 30, 2021

 

 

June 30, 2020

 

 

March 31, 2022

 

 

March 31, 2021

 

 

Average

Amount

 

 

Rate

 

 

Average

Amount

 

 

Rate

 

 

Average

Amount

 

 

Rate

 

 

Average

Amount

 

 

Rate

 

 

Average

Amount

 

 

Rate

 

 

Average

Amount

 

 

Rate

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Non-interest-bearing demand deposit accounts

 

$

173,842

 

 

 

 

 

$

140,621

 

 

 

 

 

$

166,566

 

 

 

 

 

$

127,431

 

 

 

 

 

$

175,285

 

 

 

 

 

$

159,208

 

 

 

 

Interest-bearing demand deposit accounts

 

 

235,493

 

 

 

0.25

%

 

 

183,536

 

 

 

0.30

%

 

 

230,351

 

 

 

0.25

%

 

 

176,480

 

 

 

0.36

%

 

 

250,612

 

 

 

0.20

%

 

 

225,152

 

 

 

0.25

%

Savings deposits

 

 

187,655

 

 

 

0.32

%

 

 

155,953

 

 

 

0.38

%

 

 

181,202

 

 

 

0.33

%

 

 

160,686

 

 

 

0.57

%

 

 

197,016

 

 

 

0.29

%

 

 

174,678

 

 

 

0.34

%

Time deposits

 

 

230,473

 

 

 

0.72

%

 

 

234,041

 

 

 

1.46

%

 

 

234,544

 

 

 

0.75

%

 

 

236,137

 

 

 

1.56

%

 

 

210,727

 

 

 

0.48

%

 

 

238,659

 

 

 

0.78

%

Total deposits

 

$

827,463

 

 

 

0.34

%

 

$

714,151

 

 

 

0.64

%

 

$

812,663

 

 

 

0.36

%

 

$

700,734

 

 

 

0.75

%

 

$

833,640

 

 

 

0.25

%

 

$

797,697

 

 

 

0.38

%

Total interest-bearing deposits

 

$

653,621

 

 

 

0.43

%

 

$

573,530

 

 

 

0.79

%

 

$

646,097

 

 

 

0.45

%

 

$

573,303

 

 

 

0.91

%

 

$

658,355

 

 

 

0.32

%

 

$

638,489

 

 

 

0.47

%

 

Other Interest-Bearing Liabilities

Other interest-bearing liabilities consist of federal funds purchased, securities sold under agreements to repurchase, FHLB advances, and FHLB advances. This category continues to be utilizedsubordinated debt that are used by the Company as an alternative source of funds. During the three-month period ended June 30, 2021, these borrowingsfirst quarter of 2022, other interest-bearing liabilities represented 1.5%3.1% of average interest-bearing liabilities, compared to 1.8%1.5% in the same periodfirst quarter of 2020. During the six-month period ended June 30, 2021, these borrowings represented 1.5% of average interest-bearing liabilities, compared to 1.7% in the same period of 2020.2021.

50


Shareholders’ Equity

The Company has historically placed significant emphasis on maintaining its strong capital base and continues to do so. As of June 30, 2021,March 31, 2022, shareholders’ equity totaled $88.8$87.8 million, or 9.4%9.1% of total assets, compared to $86.7$90.1 million, or 9.7%9.4% of total assets, as of December 31, 2020.2021. Management believes that this level of equity is an indicator of the financial soundness of the Company and the Company’s ability to sustain future growth and profitability. GrowthThe decrease in retained earnings during the six months ended June 30,shareholders’ equity as of March 31, 2022, compared to December 31, 2021, was supplemented by an increase in additional paid-in capital, as well asdue primarily to an increase in accumulated other comprehensive incomeloss associated with unrealized losses on available-for-sale investment securities.  The increase in unrealized losses within the securities portfolio resulted from significant increases in interest rates during the quarter which reduced security valuations.  The reductions in security valuations were partially offset by increases in the fair value of cash flow hedges during the six months ended June 30, 2021. Thequarter. Changes in both the fair value of the cash flow hedges fluctuates based onavailable-for-sales investment securities portfolio and changes in interest rates. Accordingly, the increase in the fair value of thecash flow hedges during the six months ended June 30, 2021 is not necessarily indicativeare recorded, net of future performancetax, in accumulated other comprehensive income.  

During both of the portfolio.

three-month periods ended March 31, 2022 and 2021, the Company declared a dividend of $0.03 per common share, or approximately $0.2 million in aggregate amount.   Bancshares’ Board of Directors evaluates dividend payments based on the Company’s level of earnings and the desire to maintain a strong capital base, as well as regulatory requirements relating to the payment of dividends.

During boththe first quarter of the six-month periods ended June 30, 2021 and 2020, Bancshares declared a dividend of $0.06 per common share, or approximately $0.4 million in aggregate amount.

As of June 30, 2021 and December 31, 2020,2022, the Company retained approximately $21.8 million and $21.9 million in treasury stock, respectively. The Company initiated a share repurchase program in January 2006, under which the Company was authorized to repurchase up to 642,785completed repurchases of 87,600 shares of Bancshares’its common stock before December 31, 2007. In December 2007, and in each year since, the Board of Directors extended the expiration date of the share repurchase program for an additional year. On April 28, 2021, the Board of Directors approved the repurchase of an additional 1,000,000 shares of common stock under the share repurchase program and extended the expiration of the repurchase program to December 31, 2022. As of June 30, 2021, there were 1,054,961 shares available for repurchase under this program. During the six months ended June 30, 2021, there were no shares repurchased under this program. During the year ended December 31, 2020, 38,604 shares were repurchased under this program at a weighted average price of $11.70$10.94 per share, or $0.5$1.0 million in total.aggregate.  The shares were repurchased under the Company’s existing share repurchase program that was amended by the Board of Directors in April 2021 and will expire on December 31, 2022.  Share repurchases under the program may be made through open market and privately negotiated transactions at times and in such amounts as management deems appropriate, subject to applicable regulatory requirements. The repurchase program does not obligate the Company to acquire any particular number of shares and may be suspended at any time at the Company’s discretion. As of March 31, 2022, 921,613 shares remained available for repurchase under the program.

As of June 30, 2021March 31, 2022 and December 31, 2020,2021, a total of 115,506119,270 and 111,419117,825 shares of stock, respectively, were deferred in connection with Bancshares’ Non-Employee Directors’ Deferred Compensation Plan. The plan permits non-employee directors to invest their directors’ fees and to receive the adjusted value of the deferred amounts in cash or shares of Bancshares common stock. All deferred fees, whether in the form of cash or shares of Bancshares common stock, are reflected as compensation expense in the period earned. The Company classifies all deferred directors’ fees allocated to be paid in shares of stock as equity additional paid-in capital. The Company may use issued shares or shares of treasury stock to satisfy these obligations when due.

51


LIQUIDITY AND CAPITAL RESOURCES

The asset portion of the balance sheet provides liquidity primarily from the following sources: (1) excess cash and interest-bearing deposits in banks, (2) federal funds sold, (3) principal payments and maturities of loans and (4) principal payments and maturities from the investment portfolio. Loans maturing or repricing in one year or less amounted to $109.3$130.0 million as of June 30, 2021March 31, 2022 and $105.3$102.4 million as of December 31, 2020.2021. Investment securities forecasted to mature or reprice in one year or less were estimated to be $7.5$14.8 million and $11.3$9.5 million of the investment portfolio as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively.

Although some securities in the investment portfolio have legal final maturities exceeding 10 years, a substantial percentage of the portfolio provides monthly principal and interest payments and consists of securities that are readily marketable and easily convertible into cash on short notice. The investment securities portfolio had an estimated average life of 3.83.5 years and 2.23.7 years as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively. However, management does not rely solely upon the investment portfolio to generate cash flows to fund loans, capital expenditures, dividends, debt repayment and other cash requirements. These activities are also funded by cash flows from loan payments, as well as increases in deposits and short-term borrowings.

The liability portion of the balance sheet provides liquidity through interest-bearing and non-interest-bearing deposit accounts, which represent the Company’s primary sources of funds. In addition, federal funds purchased, FHLB advances, securities sold under agreements to repurchase and short-term and long-term borrowings are additional sources of available liquidity. Liquidity management involves the continual monitoring of the sources and uses of funds to maintain an acceptable cash position. Long-term liquidity management focuses on considerations related to the total balance sheet structure. The Bank manages the pricing of its deposits to maintain a desired overall deposit balance. In addition, the Bank invests in short-term interest-earning assets, which provide liquidity to meet lending requirements.

As of both June 30, 2021March 31, 2022 and December 31, 2020,2021, the Company had $10.0 million of outstanding borrowings under FHLB advances. In addition, on October 1, 2021, the Company completed a private placement of $11.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes that will mature on October 1, 2031.  Net of unamortized debt issuance costs, the subordinated notes were recorded as long-term borrowings totaling $10.7 million as of both March 31, 2022 and December 31, 2021.  

The Company had up to $227.9$237.5 million and $225.8$237.0 million in remaining unused credit from the FHLB (subject to available collateral) as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively. In addition, the Company had $46.1$45.9 million and $46.4$46.0 million in unused established federal funds lines as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively.

Management believes that the Company has adequate sources of liquidity to cover its contractual obligations and commitments over the next twelve months.

51


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary purpose of managing interest rate risk is to invest capital effectively and preserve the value created by the Company’s core banking business. This is accomplished through the development and implementation of lending, funding, pricing and hedging strategies designed to maximize net interest income performance under varying interest rate environments, subject to liquidity and interest rate risk guidelines. Effective interest rate sensitivity management ensures that both assets and liabilities respond to changes in interest rates within an acceptable timeframe, thereby minimizing the effect of such interest rate movements on short- and long-term net interest margin and net interest income.

Financial simulation models are the primary tools used by the Asset/Liability Committee of the Bank’s board of directors to measure interest rate exposure. Using a wide range of scenarios, management is provided with extensive information on the potential impact on net interest income caused by changes in interest rates. In these simulations, assumptions are made about the direction and volatility of interest rates, the slope of the yield curve and the changing composition of the Company’s balance sheet resulting from both strategic plans and customer behavior. Simulation models also incorporate management’s assumptions regarding such factors as loan and deposit growth, pricing, prepayment speeds and spreads between interest rates.rates paid on deposits and charged on loans.

Assessing Short-Term Interest Rate Risk – Net Interest Margin Simulation

On a monthlyperiodic basis, management simulates how changes in short- and long-term interest rates will impact future profitability, as reflected by changes in the Bank’s net interest margin and net interest income. The tables below depict how, as of June 30, 2021,March 31, 2022, pre-tax net interest margin and net interest income are forecasted to change over timeframes of six months, one year, two years and five years under the four listed interest rate scenarios. The interest rate scenarios contemplate immediate and parallel shifts in short- and long-term interest rates.

 

Average Change in Net Interest Margin from Level Interest Rate Forecast (basis points, pre-tax):

 

 

6 Months

 

 

1 Year

 

 

2 Years

 

 

5 Years

 

 

6 Months

 

 

1 Year

 

 

2 Years

 

 

5 Years

 

+1%

 

 

4

 

 

 

5

 

 

 

9

 

 

 

20

 

 

 

10

 

 

 

10

 

 

 

12

 

 

 

20

 

+2%

 

 

5

 

 

 

5

 

 

 

13

 

 

 

35

 

 

 

14

 

 

 

13

 

 

 

17

 

 

 

33

 

+3%

 

 

7

 

 

 

5

 

 

 

11

 

 

 

35

 

+4%

 

 

2

 

 

 

 

 

 

7

 

 

 

40

 

-1%

 

 

(5

)

 

 

(10

)

 

 

(17

)

 

 

(29

)

 

 

(17

)

 

 

(21

)

 

 

(27

)

 

 

(39

)

-2%

 

 

(10

)

 

 

(15

)

 

 

(23

)

 

 

(34

)

 

 

(36

)

 

 

(44

)

 

 

(57

)

 

 

(84

)

 


Cumulative Change in Net Interest Income from Level Interest Rate Forecast (dollars in thousands, pre-tax):

 

 

6 Months

 

 

1 Year

 

 

2 Years

 

 

5 Years

 

 

6 Months

 

 

1 Year

 

 

2 Years

 

 

5 Years

 

+1%

 

$

208

 

 

$

473

 

 

$

1,866

 

 

$

12,273

 

 

$

484

 

 

$

943

 

 

$

2,310

 

 

$

9,835

 

+2%

 

 

221

 

 

 

509

 

 

 

2,702

 

 

 

21,488

 

 

 

671

 

 

 

1,267

 

 

 

3,325

 

 

 

16,247

 

+3%

 

 

324

 

 

 

504

 

 

 

2,129

 

 

 

17,236

 

+4%

 

 

84

 

 

 

(40

)

 

 

1,424

 

 

 

19,738

 

-1%

 

 

(256

)

 

 

(962

)

 

 

(3,527

)

 

 

(17,138

)

 

 

(854

)

 

 

(2,034

)

 

 

(5,218

)

 

 

(19,190

)

-2%

 

 

(487

)

 

 

(1,503

)

 

 

(4,765

)

 

 

(20,100

)

 

 

(1,765

)

 

 

(4,305

)

 

 

(11,185

)

 

 

(41,376

)

 

Assessing Long-Term Interest Rate Risk – Market Value of Equity and Estimating Modified Durations for Assets and Liabilities

On a monthly basis, management calculates how changes in interest rates would impact the market value of the Company’s assets and liabilities. The process is similar to assessing short-term risk but emphasizes and is measured over a longer period, approximately five to seven years, which allows for a more comprehensive assessment of longer-term repricing and cash flow imbalances that may not be captured by short-term net interest margin simulations. The results of these calculations are representative of long-term interest rate risk in terms of changes in the present value of the Company’s assets and liabilities.

The table below is a summary of estimated market value changes in the Company’s assets, liabilities and equity as of June 30, 2021, for the four listed scenarios.

 

 

+1%

 

 

+2%

 

 

-1%

 

 

-2%

 

 

 

(Dollars in Thousands)

 

Change in market value of assets

 

$

(19,302

)

 

$

(38,596

)

 

$

10,417

 

 

$

14,622

 

Change in market value of liabilities

 

 

(22,850

)

 

 

(41,072

)

 

 

23,969

 

 

 

21,270

 

Net change in market value of equity

 

 

3,548

 

 

 

2,476

 

 

 

(13,552

)

 

 

(6,648

)

Beginning market value of equity

 

 

119,715

 

 

 

121,404

 

 

 

116,711

 

 

 

116,710

 

Resulting market value of equity

 

$

123,263

 

 

$

123,880

 

 

$

103,159

 

 

$

110,062

 

ITEM 4.

CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Bancshares maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in Bancshares’ reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to Bancshares’ management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Bancshares’ management carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Bancshares’ disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of June 30, 2021,March 31, 2022, pursuant to the evaluation of these controls and procedures required by Rule 13a-15 of the Exchange Act. Based on that evaluation, Bancshares’ management concluded, as of June 30, 2021,March 31, 2022, that Bancshares’ disclosure controls and procedures were effective at the reasonable assurance level to ensure that the information required to be disclosed in Bancshares’ periodic filings with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

52


Changes in Internal Control Over Financial Reporting

There were no changes in Bancshares’ internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2021March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

53


PART II. OTHER INFORMATION

ITEM 1.

The Company is a party to certain ordinary course litigation, and the Company intends to vigorously defend itself in all such litigation. In the opinion of the Company, based on review and consultation with legal counsel, the outcome of such ordinary course litigation should not have a material adverse effect on the Company’s consolidated financial statements or results of operations.

ITEM 1A.

RISK FACTORS

A list of factors that could materially affect the Company’s business, financial condition and/or operating results is included in Part I, Item 1A, “Risk Factors” in Bancshares’ Annual Report on Form 10-K as of and for the year ended December 31, 2020.2021. There have been no material changes to such risk factors. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth purchases made by or on behalf of Bancshares or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, of shares of Bancshares’ common stock during the secondfirst quarter of 2021:2022:

Issuer Purchases of Equity Securities

 

Period

Total Number

of Shares

Purchased (1)

Average

Price Paid

per Share

Total Number

of Shares

Purchased

as Part of

Publicly

Announced

Programs (2)

Maximum Number

of Shares that

May Yet Be

Purchased Under

the Programs (2)

April 1 – April 30

$

1,054,961

May 1 – May 31

$

1,054,961

June 1 – June 30

$

1,054,961

Total

$

1,054,961

Period

 

Total Number

of Shares

Purchased (1)

 

 

Average

Price Paid

per Share

 

 

Total Number

of Shares

Purchased

as Part of

Publicly

Announced

Programs (2)

 

 

Maximum Number

of Shares that

May Yet Be

Purchased Under

the Programs (2)

 

January 1 – January 31

 

 

4,735

 

 

$

10.91

 

 

 

3,200

 

 

 

1,006,013

 

February 1 – February 28

 

 

38,800

 

 

$

10.92

 

 

 

38,800

 

 

 

967,213

 

March 1 – March 31

 

 

45,600

 

 

$

10.96

 

 

 

45,600

 

 

 

921,613

 

Total

 

 

89,135

 

 

$

10.94

 

 

 

87,600

 

 

 

921,613

 

 

 

(1)

No1,535 shares were purchased in open-market transactions by an independent trustee for Bancshares’ 401(k) Plan during the secondfirst quarter of 2021.2022.

 

(2)

On December 16, 2020, the Board of Directors extended the share repurchase program initially approved by the Board on January 19, 2006, which authorized the repurchase of up to 642,785 shares of common stock.  On April 28, 2021, the Board of Directors approved the repurchase of an additional 1,000,000 shares of common stock under the share repurchase program thereby increasingand extended the numberexpiration of sharesthe share repurchase program to December 31, 2022. As of March 31, 2022, Bancshares was authorized to repurchase asup to 921,613 shares of June 30, 2021,common stock prior to 1,054,961 shares.  The Board also approved on April 28, 2021, the extension of the current expiration date from December 31, 2021, toof December 31, 2022.

54


ITEM 6.

EXHIBITS

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Incorporation of United Security Bancshares, Inc. (incorporated by reference to Exhibit 3(i) to the Quarterly Report on Form 10-Q (File No. 000-14549), filed on November 12, 1999).

 

 

 

3.1A

 

Certificate of Amendment to the Certificate of Incorporation of United Security Bancshares, Inc., effective as of October 11, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 000-14549), filed on October 11, 2016).

 

 

 

3.2

 

Bylaws of First US Bancshares, Inc., effective as of October 11, 2016 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 000-14549), filed on October 11, 2016).

 

 

 

10.1*10.1

 

2022 Cash Incentive Program (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-14549), filed on January 26, 2022).

10.2

Amended and Restated Change in Control Agreement dated March 1, 2022, entered into by and among First US Bancshares, Inc. Non-Employee Director Fee Schedule., First US Bank and Thomas S. Elley – (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-14549), filed on March 4, 2022).

10.3

Second Amended and Restated Change in Control Agreement dated March 1, 2022, entered into by and among First US Bancshares, Inc., First US Bank and William C. Mitchell – (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-14549), filed on March 4, 2022).

 

 

 

31.1*

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

 

 

 

31.2*

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

 

 

 

32*

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101

 

The following financial statements from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021,March 31, 2022, formatted in Inline XBRL: (i) Interim Condensed Consolidated Balance Sheets, (ii) Interim Condensed Consolidated Statements of Comprehensive Income, (iii) Interim Condensed Consolidated Statements of Operations, (iv) Interim Condensed Consolidated Statements of Changes in Shareholders' Equity, (v) Interim Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Interim Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

 

 

 

104

 

The cover page from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021,March 31, 2022, formatted in Inline XBRL.

________________

*Filed herewith

55


SIGNATURES

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

FIRST US BANCSHARES, INC.

DATE: August 11, 2021May 12, 2022

 

By:

 

/s/ Thomas S. Elley

 

 

Thomas S. Elley

 

 

Its Vice President, Treasurer and Assistant Secretary,

Chief Financial Officer and Principal Accounting Officer

 

 

(Duly Authorized Officer and Principal Financial Officer)

 

 

56