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AUBN Auburn National Bancorp

Filed: 30 Apr 21, 2:15pm
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
 
20549
 
 
 
 
 
FORM
10-Q
 
 
(Mark One)
 
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the quarterly period ended
March 31, 2021
 
 
 
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the transition period __________ to __________
 
Commission File Number:
0-26486
 
 
 
 
Auburn National Bancorporation, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Delaware
(State or other jurisdiction of
incorporation or organization)
63-0885779
(I.R.S. Employer
Identification No.)
 
100 N. Gay Street
Auburn
,
Alabama
 
36830
 
(
334
)
821-9200
 
 
(Address and telephone number of principal executive offices)
 
 
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 
 
 
Indicate by
 
check mark
 
whether the
 
registrant (1)
 
has filed
 
all reports
 
required to
 
be filed
 
by Section
 
13 or
 
15(d) of
 
the Securities
Exchange Act of
 
1934 during the
 
preceding 12 months (or
 
for such shorter
 
period that the
 
registrant was required
 
to file such
 
reports),
and (2) has been subject to such filing requirements for the past 90 days.
 
Yes
 
No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files).
 
Yes
 
No
 
 
Indicate by check mark whether
 
the registrant is a
 
large accelerated filer,
 
an accelerated filer, a
 
non-accelerated filer, a smaller
 
reporting
company or
 
an emerging
 
growth company.
 
See the
 
definitions of
 
“large accelerated
 
filer,” “accelerated
 
filer,” “smaller
 
reporting
company” and “emerging growth company” in Rule 12b-2
 
of the Exchange Act. (Check one):
 
 
Large Accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
 
If an
 
emerging growth
 
company, indicate
 
by check
 
mark if
 
the registrant
 
has elected
 
not to
 
use the
 
extended transition
 
period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
 
of the Act). Yes
 
No
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01
AUBN
NASDAQ
 
Global Market
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
Class
Outstanding at April 29, 2021
Common Stock, $0.01 par value per share
3,566,326
 
shares
 
 
 
 
 
 
AUBURN NATIONAL BANCORPORATION, INC. AND
 
SUBSIDIARIES
INDEX
 
PAGE
Item 1
 
3
 
 
4
 
5
 
6
 
7
 
8
Item 2
 
27
 
47
 
48
 
49
 
50
 
51
 
52
 
53
Item 3
54
Item 4
54
Item 1
54
Item 1A
54
Item 2
55
Item 3
55
Item 4
55
Item 5
55
Item 6
56
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
PART
 
1.
 
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
 
AUBURN NATIONAL
 
BANCORPORATION,
 
INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
 
March 31,
December 31,
(Dollars in thousands, except share data)
2021
2020
Assets:
Cash and due from banks
$
15,429
$
14,868
Federal funds sold
35,987
28,557
Interest-bearing bank deposits
70,151
69,150
Cash and cash equivalents
121,567
112,575
Securities available-for-sale
 
359,630
335,177
Loans held for sale
1,279
3,418
Loans, net of unearned income
461,879
461,700
Allowance for loan losses
(5,682)
(5,618)
Loans, net
456,197
456,082
Premises and equipment, net
27,651
22,193
Bank-owned life insurance
19,336
19,232
Other assets
7,603
7,920
Total assets
$
993,263
$
956,597
Liabilities:
Deposits:
Noninterest-bearing
 
$
265,869
$
245,398
Interest-bearing
614,721
594,394
Total deposits
880,590
839,792
Federal funds purchased and securities sold under agreements
 
to repurchase
3,338
2,392
Accrued expenses and other liabilities
5,696
6,723
Total liabilities
889,624
848,907
Stockholders' equity:
Preferred stock of $
.01
 
par value; authorized
200,000
 
shares;
no shares issued
0
0
Common stock of $
.01
 
par value; authorized
8,500,000
 
shares;
issued
3,957,135
 
shares
39
39
Additional paid-in capital
3,791
3,789
Retained earnings
106,696
105,617
Accumulated other comprehensive income, net
2,467
7,599
Less treasury stock, at cost -
390,809
 
shares and
390,859
 
at March 31, 2021
and December 31, 2020, respectively
(9,354)
(9,354)
Total stockholders’ equity
103,639
107,690
Total liabilities and
 
stockholders’ equity
$
993,263
$
956,597
See accompanying notes to consolidated financial statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
AUBURN NATIONAL
 
BANCORPORATION,
 
INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
(Unaudited)
 
 
Quarter ended March 31,
(Dollars in thousands, except share and per share data)
2021
2020
Interest income:
Loans, including fees
$
5,178
$
5,412
Securities
Taxable
949
1,111
Tax-exempt
452
453
Federal funds sold and interest bearing bank deposits
28
279
Total interest income
6,607
7,255
Interest expense:
Deposits
666
1,041
Short-term borrowings
4
2
Total interest expense
670
1,043
Net interest income
5,937
6,212
Provision for loan losses
0
400
Net interest income after provision for
 
loan losses
5,937
5,812
Noninterest income:
Service charges on deposit accounts
132
172
Mortgage lending
549
230
Bank-owned life insurance
103
398
Other
398
429
Securities gains, net
0
6
Total noninterest income
1,182
1,235
Noninterest expense:
Salaries and benefits
2,851
2,831
Net occupancy and equipment
438
597
Professional fees
256
258
Other
1,145
1,170
Total noninterest expense
4,690
4,856
Earnings before income taxes
2,429
2,191
Income tax expense
423
390
Net earnings
$
2,006
$
1,801
Net earnings per share:
Basic and diluted
$
0.56
$
0.50
Weighted average shares
 
outstanding:
Basic and diluted
3,566,299
3,566,146
See accompanying notes to consolidated financial statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5
AUBURN NATIONAL
 
BANCORPORATION,
 
INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
 
Quarter ended March 31,
(Dollars in thousands)
2021
2020
Net earnings
$
2,006
$
1,801
Other comprehensive (loss) income, net of tax:
Unrealized net holding (loss) gain on securities
(5,132)
4,349
Reclassification adjustment for net gain on securities
 
recognized in net earnings
0
 
(5)
Other comprehensive (loss) income
(5,132)
4,344
Comprehensive (loss) income
$
(3,126)
$
6,145
See accompanying notes to consolidated financial statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6
AUBURN NATIONAL
 
BANCORPORATION,
 
INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(Unaudited)
 
Accumulated
Common
Additional
other
Shares
Common
paid-in
Retained
 
comprehensive
Treasury
(Dollars in thousands, except share data)
Outstanding
Stock
capital
earnings
income
stock
Total
Quarter ended March 31, 2021
Balance, December 31, 2020
3,566,276
$
39
$
3,789
$
105,617
$
7,599
$
(9,354)
$
107,690
Net earnings
0
0
2,006
0
0
2,006
Other comprehensive loss
0
0
0
(5,132)
0
(5,132)
Cash dividends paid ($
.26
 
per share)
0
0
(927)
0
0
(927)
Sale of treasury stock
50
0
2
0
0
0
2
Balance, March 31, 2021
3,566,326
$
39
$
3,791
$
106,696
$
2,467
$
(9,354)
$
103,639
Quarter ended March 31, 2020
Balance, December 31, 2019
3,566,146
$
39
$
3,784
$
101,801
$
2,059
$
(9,355)
$
98,328
Net earnings
0
0
1,801
0
0
1,801
Other comprehensive income
0
0
0
4,344
0
4,344
Cash dividends paid ($
.255
 
per share)
0
0
(910)
0
0
(910)
Balance, March 31, 2020
3,566,146
$
39
$
3,784
$
102,692
$
6,403
$
(9,355)
$
103,563
See accompanying notes to consolidated financial statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7
AUBURN NATIONAL
 
BANCORPORATION,
 
INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
 
Quarter ended March 31,
(Dollars in thousands)
2021
2020
Cash flows from operating activities:
Net earnings
$
2,006
$
1,801
Adjustments to reconcile net earnings to net cash provided
 
by
operating activities:
Provision for loan losses
0
400
Depreciation and amortization
297
458
Premium amortization and discount accretion, net
959
446
Net gain on securities available-for-sale
0
(6)
Net gain on sale of loans held for sale
(537)
(163)
Loans originated for sale
(17,503)
(9,844)
Proceeds from sale of loans
20,036
10,596
Increase in cash surrender value of bank-owned life insurance
(104)
(117)
Income recognized from death benefit on bank-owned life insurance
0
(282)
Net decrease (increase) in other assets
15
(444)
Net increase (decrease) in accrued expenses and other liabilities
695
(1,035)
Net cash provided by operating activities
5,864
1,810
Cash flows from investing activities:
Proceeds from prepayments and maturities of securities available
 
-for-sale
24,145
9,575
Purchase of securities available-for-sale
(56,409)
(48,747)
(Increase) decrease in loans, net
(115)
17,015
Net purchases of premises and equipment
(5,577)
(104)
Proceeds from bank-owned life insurance death benefit
0
694
Decrease (increase) in FHLB stock
267
(9)
Net cash used in investing activities
(37,689)
(21,576)
Cash flows from financing activities:
Net increase in noninterest-bearing deposits
20,471
9,551
Net increase in interest-bearing deposits
20,327
13,082
Net increase in federal funds purchased and securities sold
 
under agreements to repurchase
946
306
Dividends paid
(927)
(910)
Net cash provided by financing activities
40,817
22,029
Net change in cash and cash equivalents
8,992
2,263
Cash and cash equivalents at beginning of period
112,575
92,443
Cash and cash equivalents at end of period
$
121,567
$
94,706
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest
$
687
$
1,089
Income taxes
671
0
Supplemental disclosure of non-cash transactions:
Real estate acquired through foreclosure
0
99
See accompanying notes to consolidated financial statements
 
 
8
AUBURN NATIONAL
 
BANCORPORATION,
 
INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
 
(Unaudited)
 
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING
 
POLICIES
 
General
 
Auburn National Bancorporation, Inc. (the “Company”) provides
 
a full range of banking services to individual and
corporate customers in Lee County,
 
Alabama and surrounding counties through its wholly owned subsidiary,
 
AuburnBank
(the “Bank”). The Company does not have any segments other
 
than banking that are considered material.
 
Basis of Presentation and Use of Estimates
 
The unaudited consolidated financial statements in this report
 
have been prepared in accordance with U.S. generally
accepted accounting principles (“GAAP”) for interim financial
 
information.
 
Accordingly, these financial
 
statements do not
include all of the information and footnotes required by U.S. GAAP
 
for complete financial statements.
 
The unaudited
consolidated financial statements include, in the opinion of management,
 
all adjustments necessary to present a fair
statement of the financial position and the results of operations for
 
all periods presented. All such adjustments are of a
normal recurring nature. The results of operations in the interim statements
 
are not necessarily indicative of the results of
operations that the Company and its subsidiaries may achieve
 
for future interim periods or the entire year.
 
For further
information, refer to the consolidated financial statements and
 
footnotes included in the Company's Annual Report on Form
10-K for the year ended December 31, 2020.
 
The unaudited consolidated financial statements include the accounts
 
of the Company and its wholly-owned subsidiaries.
 
Significant intercompany transactions and accounts are eliminated
 
in consolidation.
 
The preparation of financial statements in conformity with U.S.
 
GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
 
liabilities and disclosures of contingent assets and liabilities as of
the balance sheet date and the reported amounts of revenues and
 
expenses during the reporting period.
 
Actual results could
differ from those estimates.
 
Material estimates that are particularly susceptible to significant change
 
in the near term
include other-than-temporary impairment on investment securities,
 
the determination of the allowance for loan losses, fair
value of financial instruments, and the valuation of deferred
 
tax assets and other real estate owned (“OREO”).
 
Revenue Recognition
 
On January 1, 2018, the Company implemented Accounting Standards
 
Update (“ASU”
 
or “updates”) 2014-09,
 
Revenue
from Contracts with Customers
, codified at
 
Accounting Standards Codification
 
(“ASC”)
606. The Company adopted ASC
606 using the modified retrospective transition method.
 
The majority of the Company’s revenue
 
stream is generated from
interest income on loans and deposits which are outside the scope
 
of ASC 606.
 
 
The Company’s sources of income that
 
fall within the scope of ASC 606 include service charges
 
on deposits, investment
services, interchange fees and gains and losses on sales of other
 
real estate, all of which are presented as components of
noninterest income. The following is a summary of the revenue streams
 
that fall within the scope of ASC 606:
 
 
Service charges on deposits, investment services, ATM
 
and interchange fees – Fees from these services are either
transaction-based, for which the performance obligations are satisfied
 
when the individual transaction is processed,
or set periodic service charges, for which the performance
 
obligations are satisfied over the period the service is
provided. Transaction-based fees are recognized
 
at the time the transaction is processed, and periodic
 
service
charges are recognized over the service period.
 
 
Gains on sales of OREO
 
A gain on sale should be recognized when a contract for sale exists and
 
control of the
asset has been transferred to the buyer.
 
ASC 606 lists several criteria required to conclude that a contract
 
for sale
exists, including a determination that the institution will collect
 
substantially all of the consideration to which it is
entitled.
 
In addition to the loan-to-value, the analysis is based
 
on various other factors, including the credit quality
of the borrower, the structure of the loan, and
 
any other factors that may affect collectability.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9
Subsequent Events
 
 
The Company has evaluated the effects of events
 
and transactions through the date of this filing that have
 
occurred
subsequent to March 31, 2021. The Company does not believe
 
there were any material subsequent events during this period
that would have required further recognition or disclosure in the
 
unaudited consolidated financial statements included in
this report.
 
 
Accounting Developments
 
In the first quarter of 2021, the Company did not adopt any new
 
accounting guidance.
 
 
NOTE 2: BASIC AND DILUTED NET EARNINGS PER SHARE
 
Basic net earnings per share is computed by dividing net earnings
 
by the weighted average common shares outstanding for
the quarters ended March 31, 2021 and 2020, respectively.
 
Diluted net earnings per share reflect the potential dilution that
could occur upon exercise of securities or other rights for,
 
or convertible into, shares of the Company’s
 
common stock.
 
At
March 31, 2021 and 2020, respectively,
 
the Company had no such securities or rights issued
 
or outstanding, and therefore,
no dilutive effect to consider for the diluted net earnings
 
per share calculation.
 
The basic and diluted net earnings per share computations for
 
the respective periods are presented below
 
Quarter ended March 31,
(Dollars in thousands, except share and per share data)
2021
2020
Basic and diluted:
Net earnings
$
2,006
$
1,801
Weighted average common
 
shares outstanding
3,566,299
3,566,146
Net earnings per share
$
0.56
$
0.50
 
NOTE 3: SECURITIES
 
 
At March 31, 2021 and December 31, 2020, respectively,
 
all securities within the scope of ASC 320,
Investments – Debt
and Equity Securities,
were classified as available-for-sale.
 
The fair value and amortized cost for securities available-for-
sale by contractual maturity at March 31, 2021 and
 
December 31, 2020, respectively,
 
are presented below.
 
1 year
1 to 5
5 to 10
After 10
Fair
Gross Unrealized
 
Amortized
(Dollars in thousands)
or less
years
years
years
Value
Gains
Losses
Cost
March 31, 2021
Agency obligations (a)
$
10,115
26,208
57,435
11,424
105,182
1,734
1,782
$
105,230
Agency MBS (a)
0
1,021
27,745
153,740
182,506
2,405
1,970
182,071
State and political subdivisions
381
632
10,442
60,487
71,942
3,354
448
69,036
Total available-for-sale
$
10,496
27,861
95,622
225,651
359,630
7,493
4,200
$
356,337
 
December 31, 2020
Agency obligations (a)
$
5,048
24,834
55,367
12,199
97,448
3,156
98
$
94,390
Agency MBS (a)
0
1,154
20,502
141,814
163,470
3,245
133
160,358
State and political subdivisions
477
632
8,405
64,745
74,259
3,988
11
70,282
Total available-for-sale
$
5,525
26,620
84,274
218,758
335,177
10,389
242
$
325,030
(a) Includes securities issued by U.S. government agencies or
 
government-sponsored entities.
 
Securities with aggregate fair values of $
178.1
 
million and $
166.9
 
million at March 31, 2021 and December 31, 2020,
respectively, were pledged to
 
secure public deposits, securities sold under agreements to repurchase,
 
Federal Home Loan
Bank (“FHLB”) advances, and for other purposes required
 
or permitted by law.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10
Included in other assets on the accompanying consolidated balance sheets
 
are non-marketable equity investments.
 
The
carrying amounts of non-marketable equity investments were
 
$
1.2
 
million and $
1.4
 
million at March 31, 2021 and
December 31, 2020, respectively.
 
Non-marketable equity investments include FHLB of Atlanta Stock,
 
Federal Reserve
Bank (“FRB”) stock, and stock in a privately held financial institution.
 
Gross Unrealized Losses and Fair Value
 
The fair values and gross unrealized losses on securities at March
 
31, 2021 and December 31, 2020, respectively,
segregated by those securities that have been in an unrealized
 
loss position for less than 12 months and 12 months or
longer, are presented below.
 
 
Less than 12 Months
12 Months or Longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
(Dollars in thousands)
Value
Losses
Value
Losses
Value
Losses
March 31, 2021:
Agency obligations
 
$
50,357
1,782
0
0
$
50,357
1,782
Agency MBS
91,931
1,970
0
0
91,931
1,970
State and political subdivisions
10,750
448
0
0
10,750
448
Total
 
$
153,038
4,200
0
0
$
153,038
4,200
 
December 31, 2020:
Agency obligations
 
$
15,416
98
0
0
$
15,416
98
Agency MBS
41,488
133
0
0
41,488
133
State and political subdivisions
2,945
11
0
0
2,945
11
Total
 
$
59,849
242
0
0
$
59,849
242
 
For the securities in the previous table, the Company does not
 
have the intent to sell and has determined it is not more likely
than not that the Company will be required to sell the securities
 
before recovery of the amortized cost basis, which may be
maturity.
 
On a quarterly basis, the Company assesses each security for
 
credit impairment. For debt securities, the Company
evaluates, where necessary,
 
whether credit impairment exists by comparing the present value
 
of the expected cash flows to
the securities’
 
amortized cost basis.
 
In determining whether a loss is temporary,
 
the Company considers all relevant information including:
 
 
the length of time and the extent to which the fair value has been
 
less than the amortized cost basis;
 
 
adverse conditions specifically related to the security,
 
an industry, or a geographic
 
area (for example, changes in
the financial condition of the issuer of the security,
 
or in the case of an asset-backed debt security,
 
in the financial
condition of the underlying loan obligors, including changes in technology
 
or the discontinuance of a segment of
the business that may affect the future earnings potential of
 
the issuer or underlying loan obligors of the security or
changes in the quality of the credit enhancement);
 
 
the historical and implied volatility of the fair value of the security;
 
 
the payment structure of the debt security and the likelihood of the issuer
 
being able to make payments that
increase in the future;
 
 
failure of the issuer of the security to make scheduled interest
 
or principal payments;
 
 
any changes to the rating of the security by a rating agency; and
 
 
recoveries or additional declines in fair value subsequent to the
 
balance sheet date.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11
Agency obligations
 
The unrealized losses associated with agency obligations were
 
primarily driven by declines in interest rates and not due to
the credit quality of the securities. These securities were issued
 
by U.S. government agencies or government-sponsored
entities and did not have any credit losses given the explicit government
 
guarantee or other government support.
 
 
Agency mortgage-backed securities (“MBS”)
 
The unrealized losses associated with agency MBS were primarily
 
driven by changes in interest rates and not due to the
credit quality of the securities. These securities were issued by U.S.
 
government agencies or government-sponsored entities
and did not have any credit losses given the explicit government guarantee
 
or other government support.
 
 
Securities of U.S. states and political subdivisions
 
The unrealized losses associated with securities of U.S. states and
 
political subdivisions were primarily driven by declines
in interest rates and were not due to the credit quality of the securities.
 
Some of these securities are guaranteed by a bond
insurer, but management did not rely on the
 
guarantee in making its investment decision.
 
These securities will continue to
be monitored as part of the Company’s
 
quarterly impairment analysis, but are expected to
 
perform even if the rating
agencies reduce the credit rating of the bond insurers. As a result, the
 
Company
 
expects to recover the entire amortized cost
basis of these securities.
 
The carrying values of the Company’s
 
investment securities could decline in the future if the financial
 
condition of an
issuer deteriorates and the Company determines it is probable
 
that it will not recover the entire amortized cost basis for the
security. As a result, there is
 
a risk that other-than-temporary impairment charges
 
may occur in the future.
 
Other-Than-Temporarily
 
Impaired Securities
 
Credit-impaired debt securities are debt securities where the Company
 
has written down the amortized cost basis of a
security for other-than-temporary impairment and the credit
 
component of the loss is recognized in earnings. At March 31,
2021 and December 31, 2020, the Company had no credit-impaired
 
debt securities and there were no additions or
reductions in the credit loss component of credit-impaired debt
 
securities during the quarters ended March 31, 2021 and
2020, respectively.
 
 
Realized Gains and Losses
The following table presents the gross realized gains and losses on sales
 
of securities.
Quarter ended March 31,
(Dollars in thousands)
2021
2020
Gross realized gains
$
0
$
6
Gross realized losses
0
0
Realized gains, net
$
0
$
6
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12
NOTE 4: LOANS AND ALLOWANCE
 
FOR LOAN LOSSES
 
March 31,
December 31,
(Dollars in thousands)
2021
2020
Commercial and industrial
$
88,687
$
82,585
Construction and land development
30,332
33,514
Commercial real estate:
Owner occupied
52,257
54,033
Hotel/motel
48,268
42,900
Multi-family
37,936
40,203
Other
116,270
118,000
Total commercial real estate
254,731
255,136
Residential real estate:
Consumer mortgage
33,651
35,027
Investment property
49,197
49,127
Total residential real estate
82,848
84,154
Consumer installment
6,524
7,099
Total loans
463,122
462,488
Less: unearned income
(1,243)
(788)
Loans, net of unearned income
$
461,879
$
461,700
 
Loans secured by real estate were approximately
79.4%
 
of the Company’s total loan portfolio
 
at March 31, 2021.
 
At March
31, 2021, the Company’s geographic
 
loan distribution was concentrated primarily in Lee County,
 
Alabama, and
surrounding areas.
 
In accordance with ASC 310, a portfolio segment is defined as the level
 
at which an entity develops and documents a
systematic method for determining its allowance for loan losses.
 
As part of the Company’s quarterly
 
assessment of the
allowance, the loan portfolio is disaggregated into the following portfolio
 
segments: commercial and industrial,
construction and land development, commercial real estate, residential
 
real estate, and consumer installment. Where
appropriate, the Company’s loan
 
portfolio segments are further disaggregated into classes.
 
A class is generally determined
based on the initial measurement attribute, risk characteristics of the
 
loan, and an entity’s method
 
for monitoring and
determining credit risk.
 
The following describes
 
the risk characteristics relevant to each of the portfolio
 
segments and classes.
 
Commercial and industrial (“C&I”) —
includes loans to finance business operations, equipment purchases,
 
or other needs
for small and medium-sized commercial customers. Also
 
included in this category are loans to finance agricultural
production.
 
Generally, the primary source
 
of repayment is the cash flow from business operations and activities
 
of the
borrower.
 
We are
 
a participating lender in the Paycheck Protection Program (“PPP”).
 
PPP loans are forgivable in whole or
in part, if the proceeds are used for payroll and other permitted
 
purposes in accordance with the requirements of the PPP.
 
As of March 31, 2021, the Company has
373
 
PPP loans with an aggregate outstanding principal balance of $
28.7
 
million
included in this category.
 
 
Construction and land development (“C&D”) —
includes both loans and credit lines for the purpose of purchasing,
carrying, and developing land into commercial developments or
 
residential subdivisions. Also included are loans and credit
lines for construction of residential, multi-family,
 
and commercial buildings. Generally,
 
the primary source of repayment is
dependent upon the sale or refinance of the real estate collateral.
 
Commercial real estate
 
(“CRE”) —
includes loans disaggregated into four classes: (1) owner occupied,
 
(2) hotel/motel,
 
(3) multifamily and (4)
 
other.
 
 
 
Owner occupied
 
– includes loans secured by business facilities to finance business operations,
 
equipment and
owner-occupied facilities primarily for small and
 
medium-sized commercial customers.
 
Generally, the primary
source of repayment is the cash flow from business operations and
 
activities of the borrower, who owns the
property.
 
 
 
13
 
Hotel/motel
– includes loans for hotels and motels.
 
Generally, the primary source
 
of repayment is dependent upon
income generated from the real estate collateral.
 
The underwriting of these loans takes into consideration the
occupancy and rental rates, as well as the financial health of the borrower.
 
 
Multi-family
 
– primarily includes loans to finance income-producing multi-family
 
properties.
 
Loans in this class
include loans for 5 or more unit residential property and apartments
 
leased to residents. Generally,
 
the primary
source of repayment is dependent upon income generated from the real
 
estate collateral. The underwriting of these
loans takes into consideration the occupancy and rental rates
 
,
 
as well as the financial health of the borrower.
 
 
 
Other
 
– primarily includes loans to finance income-producing commercial
 
properties that are not owner occupied.
Loans in this class include loans for neighborhood retail centers,
 
medical and professional offices, single retail
stores, industrial buildings, and warehouses leased to local businesses. Generally,
 
the primary source of repayment
is dependent upon income generated from the real estate collateral.
 
The underwriting of these loans takes into
consideration the occupancy and rental rates, as well as the financial
 
health of the borrower.
 
 
Residential real estate (“RRE”) —
includes loans disaggregated into two classes: (1) consumer mortgage
 
and (2)
investment property.
 
 
Consumer mortgage
 
– primarily includes first or second lien mortgages and home equity
 
lines of credit to
consumers that are secured by a primary residence or second home. These
 
loans are underwritten in accordance
with the Bank’s general loan policies
 
and procedures which require, among other things, proper
 
documentation of
each borrower’s financial condition, satisfactory credit
 
history,
 
and property value.
 
 
 
Investment property
 
– primarily includes loans to finance income-producing 1-4 family residential
 
properties.
Generally, the primary source
 
of repayment is dependent upon income generated from leasing the
 
property
securing the loan. The underwriting of these loans takes into consideration
 
the rental rates and property value, as
well as the financial health of the borrower.
 
 
Consumer installment —
includes loans to individuals both secured by personal property
 
and unsecured.
 
Loans include
personal lines of credit, automobile loans, and other retail loans.
 
These loans are underwritten in accordance with the
Bank’s general loan policies and
 
procedures which require, among other things, proper
 
documentation of each borrower’s
financial condition, satisfactory credit history,
 
and,
 
if applicable, property value.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14
The following is a summary of current, accruing past due, and nonaccrual
 
loans by portfolio segment and class as of March
31, 2021 and December 31, 2020.
 
Accruing
Accruing
Total
30-89 Days
Greater than
Accruing
Non-
Total
 
(Dollars in thousands)
Current
Past Due
90 days
Loans
Accrual
Loans
March 31, 2021:
Commercial and industrial
$
88,645
42
0
88,687
0
$
88,687
Construction and land development
30,322
10
0
30,332
0
30,332
Commercial real estate:
Owner occupied
52,257
0
0
52,257
0
52,257
Hotel/motel
48,268
0
0
48,268
0
48,268
Multi-family
37,936
0
0
37,936
0
37,936
Other
115,884
180
0
116,064
206
116,270
Total commercial real estate
254,345
180
0
254,525
206
254,731
Residential real estate:
Consumer mortgage
32,783
394
0
33,177
474
33,651
Investment property
49,089
5
0
49,094
103
49,197
Total residential real estate
81,872
399
0
82,271
577
82,848
Consumer installment
6,488
36
0
6,524
0
6,524
Total
$
461,672
667
0
462,339
783
$
463,122
 
December 31, 2020:
Commercial and industrial
$
82,355
230
0
82,585
0
$
82,585
Construction and land development
33,453
61
0
33,514
0
33,514
Commercial real estate:
Owner occupied
54,033
0
0
54,033
0
54,033
Hotel/motel
42,900
0
0
42,900
0
42,900
Multi-family
40,203
0
0
40,203
0
40,203
Other
117,759
29
0
117,788
212
118,000
Total commercial real estate
254,895
29
0
254,924
212
255,136
Residential real estate:
Consumer mortgage
33,169
1,503
140
34,812
215
35,027
Investment property
49,014
6
0
49,020
107
49,127
Total residential real estate
82,183
1,509
140
83,832
322
84,154
Consumer installment
7,069
29
1
7,099
0
7,099
Total
$
459,955
1,858
141
461,954
534
$
462,488
 
Allowance for Loan Losses
 
The Company assesses the adequacy of its allowance for loan
 
losses prior to the end of each calendar quarter.
 
The level of
the allowance is based upon management’s
 
evaluation of the loan portfolio, past loan loss experience,
 
current asset quality
trends, known and inherent risks in the portfolio, adverse situations
 
that may affect a borrower’s ability to
 
repay (including
the timing of future payment), the estimated value of any underlying
 
collateral, composition of the loan portfolio, economic
conditions, industry and peer bank loan loss rates, and other pertinent
 
factors, including regulatory recommendations. This
evaluation is inherently subjective as it requires material estimates including
 
the amounts and timing of future cash flows
expected to be received on impaired loans that may be susceptible
 
to significant change. Loans are charged off, in whole
 
or
in part, when management believes that the full collectability of the
 
loan is unlikely. A loan
 
may be partially charged-off
after a “confirming event” has occurred, which serves to validate
 
that full repayment pursuant to the terms of the loan is
unlikely.
 
 
 
15
The Company deems loans impaired when, based on current information
 
and events, it is probable that the Company will
be unable to collect all amounts due according to the contractual
 
terms of the loan agreement. Collection of all amounts due
according to the contractual terms means that both the interest
 
and principal payments of a loan will be collected as
scheduled in the loan agreement.
 
 
An impairment allowance is recognized if the fair value of the
 
loan is less than the recorded investment in the loan. The
impairment is recognized through the allowance. Loans that are
 
impaired are recorded at the present value of expected
future cash flows discounted at the loan’s
 
effective interest rate, or if the loan is collateral dependent,
 
the impairment
measurement is based on the fair value of the collateral, less estimated
 
disposal costs.
 
 
The level of allowance maintained is believed by management to
 
be adequate to absorb probable losses inherent in the
portfolio at the balance sheet date. The allowance is increased
 
by provisions charged to expense and decreased by charge-
offs, net of recoveries of amounts previously charged
 
-off.
 
 
In assessing the adequacy of the allowance, the Company also
 
considers the results of its ongoing internal and independent
loan review processes. The Company’s
 
loan review process assists in determining whether there are
 
loans in the portfolio
whose credit quality has weakened over time and evaluating the risk characteristics
 
of the entire loan portfolio. The
Company’s loan review process includes
 
the judgment of management, the input from our independent
 
loan reviewers, and
reviews conducted by bank regulatory agencies as part of their
 
examination process. The Company incorporates loan
review results in the determination of whether or not it is probable
 
that it will be able to collect all amounts due according
to the contractual terms of a loan.
 
 
As part of the Company’s quarterly assessment
 
of the allowance, management divides the loan portfol
 
io into five segments:
commercial and industrial, construction and land development, commercial
 
real estate, residential real estate, and consumer
installment. The Company analyzes each segment and estimates
 
an allowance allocation for each loan segment.
 
 
The allocation of the allowance for loan losses begins with a
 
process of estimating the probable losses inherent for each
loan segment. The estimates for these loans are established by category
 
and based on the Company’s internal
 
system of
credit risk ratings and historical loss data.
 
The estimated loan loss allocation rate for the Company’s
 
internal system of
credit risk grades is based on its experience with similarly graded
 
loans. For loan segments where the Company believes it
does not have sufficient historical loss data, the Company
 
may make adjustments based, in part, on loss rates of peer
 
bank
groups.
 
At March 31, 2021 and December 31, 2020, and for the periods then ended,
 
the Company adjusted its historical
loss rates for the commercial real estate portfolio segment based,
 
in part, on loss rates of peer bank groups.
 
 
The estimated loan loss allocation for all five loan portfolio segments
 
is then adjusted for management’s
 
estimate of
probable losses for several “qualitative and environmental” factors.
 
The allocation for qualitative and environmental factors
is particularly subjective and does not lend itself to exact mathematical
 
calculation. This amount represents estimated
probable inherent credit losses which exist, but have not yet been
 
identified, as of the balance sheet date, and are based
upon quarterly trend assessments in delinquent and nonaccrual
 
loans, credit concentration changes, prevailing economic
conditions, changes in lending personnel experience, changes
 
in lending policies or procedures, and other factors. T
 
hese
qualitative and environmental factors are considered for each
 
of the five loan segments and the allowance allocation, as
determined by the processes noted above, is increased or
 
decreased based on the incremental assessment of these factors.
 
 
The Company regularly re-evaluates its practices in determining the
 
allowance for loan losses. Since the fourth quarter of
2016, the Company has increased its look-back period each quarter
 
to incorporate the effects of at least one economic
downturn in its loss history. The
 
Company believes the extension of its look-back period
 
is appropriate due to the risks
inherent in the loan portfolio. Absent this extension, the early
 
cycle periods in which the Company experienced significant
losses would be excluded from the determination of the allowance for
 
loan losses and its balance would decrease.
 
For the
quarter ended March 31, 2021, the Company increased its look
 
-back period to 48 quarters to continue to include losses
incurred by the Company beginning with the first quarter of 2009.
 
The Company will likely continue to increase its look-
back period to incorporate the effects of at least one
 
economic downturn in its loss history.
 
During 2020,
 
the Company
adjusted certain qualitative and economic factors related to changes i
 
n
 
economic conditions driven by the impact of the
novel strain of coronavirus (“COVID-19 pandemic”) and resulting adverse
 
economic conditions, including higher
unemployment in our primary market area.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16
The following table details the changes in the allowance for loan
 
losses by portfolio segment for the respective periods.
 
March 31, 2021
(Dollars in thousands)
Commercial and
industrial
Construction
and land
development
Commercial
real estate
Residential
real estate
Consumer
installment
Total
Quarter ended:
Beginning balance
$
807
594
3,169
944
104
$
5,618
Charge-offs
0
0
0
0
(5)
(5)
Recoveries
2
0
50
13
4
69
Net recoveries
2
0
50
13
(1)
64
Provision for loan losses
19
(43)
40
(6)
(10)
0
Ending balance
$
828
551
3,259
951
93
$
5,682
 
March 31, 2020
(Dollars in thousands)
Commercial and
industrial
Construction
and land
development
Commercial
real estate
Residential
real estate
Consumer
installment
Total
Quarter ended:
Beginning balance
$
577
569
2,289
813
138
$
4,386
Charge-offs
0
0
0
0
(5)
(5)
Recoveries
53
0
0
31
2
86
Net (charge-offs) recoveries
53
0
0
31
(3)
81
Provision for loan losses
45
13
307
33
2
400
Ending balance
$
675
582
2,596
877
137
$
4,867
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17
The following table presents an analysis of the allowance for
 
loan losses and recorded investment in loans by portfolio
segment and impairment methodology as of March 31, 2021
 
and 2020.
 
Collectively evaluated (1)
Individually evaluated (2)
Total
Allowance
Recorded
Allowance
Recorded
Allowance
Recorded
for loan
investment
for loan
investment
for loan
investment
(Dollars in thousands)
losses
in loans
losses
in loans
losses
in loans
March 31, 2021:
Commercial and industrial (3)
$
828
88,687
0
0
828
88,687
Construction and land development
551
30,332
0
0
551
30,332
Commercial real estate
3,259
254,525
0
206
3,259
254,731
Residential real estate
951
82,745
0
103
951
82,848
Consumer installment
93
6,524
0
0
93
6,524
Total
$
5,682
462,813
0
309
5,682
463,122
 
March 31, 2020:
Commercial and industrial
$
675
56,447
0
0
675
56,447
Construction and land development
582
32,302
0
0
582
32,302
Commercial real estate
2,596
256,099
0
0
2,596
256,099
Residential real estate
877
91,010
0
0
877
91,010
Consumer installment
137
8,424
0
0
137
8,424
Total
$
4,867
444,282
0
0
4,867
444,282
(1)
Represents loans collectively evaluated for impairment in accordance
 
with ASC 450-20,
Loss Contingencies
, and
 
pursuant to amendments by ASU 2010-20 regarding allowance for
 
non-impaired loans.
(2)
Represents loans individually evaluated for impairment in accordance
 
with ASC 310-30,
Receivables
, and
 
pursuant to amendments by ASU 2010-20 regarding allowance for
 
impaired loans.
(3)
Includes $28.7 million of PPP loans for which no loan loss reserve
 
was allocated due to 100% SBA guarantee.
 
Credit Quality Indicators
 
The credit quality of the loan portfolio is summarized no less frequently
 
than quarterly using categories similar to the
standard asset classification system used by the federal banking agencies.
 
The following table presents credit quality
indicators for the loan portfolio segments and classes. These
 
categories are utilized to develop the associated allowance for
loan losses using historical losses adjusted for qualitative and
 
environmental factors and are defined as follows:
 
 
 
Pass – loans which are well protected by the current net worth
 
and paying capacity of the obligor (or guarantors, if
any) or by the fair value, less cost to acquire and sell, of any underlying
 
collateral.
 
 
Special Mention – loans with potential weakness that may,
 
if not reversed or corrected, weaken the credit or
inadequately protect the Company’s
 
position at some future date. These loans are not adversely classified
 
and do
not expose an institution to sufficient risk to warrant an
 
adverse classification.
 
 
Substandard Accruing – loans that exhibit a well-defined weakness which
 
presently jeopardizes debt repayment,
even though they are currently performing. These loans are characterized
 
by the distinct possibility that the
Company may incur a loss in the future if these weaknesses are
 
not corrected.
 
 
Nonaccrual – includes loans where management has determined
 
that full payment of principal and interest is not
expected.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18
(Dollars in thousands)
 
Pass
 
Special
Mention
Substandard
Accruing
Nonaccrual
Total loans
March 31, 2021:
 
Commercial and industrial
$
86,376
2,012
299
0
$
88,687
Construction and land development
30,085
0
247
0
30,332
Commercial real estate:
Owner occupied
50,091
2,029
137
0
52,257
Hotel/motel
40,452
7,816
0
48,268
Multi-family
34,406
3,530
0
0
37,936
Other
114,809
1,219
36
206
116,270
Total commercial real estate
239,758
14,594
173
206
254,731
Residential real estate:
Consumer mortgage
31,108
320
1,749
474
33,651
Investment property
48,465
286
343
103
49,197
Total residential real estate
79,573
606
2,092
577
82,848
Consumer installment
6,509
6
9
0
6,524
Total
$
442,301
17,218
2,820
783
$
463,122
 
December 31, 2020:
Commercial and industrial
$
79,984
2,383
218
0
$
82,585
Construction and land development
33,260
0
254
0
33,514
Commercial real estate:
Owner occupied
51,265
2,627
141
0
54,033
Hotel/motel
35,084
7,816
0
0
42,900
Multi-family
36,673
3,530
0
0
40,203
Other
116,498
1,243
47
212
118,000
Total commercial real estate
239,520
15,216
188
212
255,136
Residential real estate:
Consumer mortgage
32,518
397
1,897
215
35,027
Investment property
48,501
187
332
107
49,127
Total residential real estate
81,019
584
2,229
322
84,154
Consumer installment
7,069
7
23
0
7,099
Total
$
440,852
18,190
2,912
534
$
462,488
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19
Impaired loans
 
The following tables present details related to the Company’s
 
impaired loans. Loans that have been fully charged-off
 
are
not included in the following tables. The related
 
allowance generally represents the following components that correspond
to impaired loans:
 
 
Individually evaluated impaired loans equal to or greater than $500,000
 
secured by real estate (nonaccrual
construction and land development, commercial real estate, and
 
residential real estate loans).
 
 
Individually evaluated impaired loans equal to or greater than $250,000
 
not secured by real estate (nonaccrual
commercial and industrial and consumer installment loans).
 
The following tables set forth certain information regarding the
 
Company’s impaired loans
 
that were individually evaluated
for impairment at March 31, 2021 and December 31, 2020.
March 31, 2021
(Dollars in thousands)
Unpaid principal
balance (1)
Charge-offs and
payments applied
(2)
Recorded
investment (3)
Related allowance
With no allowance recorded:
Commercial real estate:
Other
$
214
(8)
206
$
0
Total commercial real estate
214
(8)
206
0
Residential real estate:
Investment property
106
(3)
103
0
Total residential real estate
106
(3)
103
0
Total
 
impaired loans
$
320
(11)
309
$
0
(1) Unpaid principal balance represents the contractual obligation due
 
from the customer.
(2) Charge-offs and payments applied represents cumulative charge-offs taken, as well as interest payments
 
that have been
applied against the outstanding principal balance subsequent to the loans
 
being placed on nonaccrual status.
(3) Recorded investment represents the unpaid principal balance less
 
charge-offs and payments applied; it is shown before
 
any related allowance for loan losses.
 
December 31, 2020
(Dollars in thousands)
Unpaid principal
balance (1)
Charge-offs and
payments applied
(2)
Recorded
investment (3)
Related allowance
With no allowance recorded:
Commercial real estate:
Other
216
(4)
212
$
0
Total commercial real estate
216
(4)
212
0
Residential real estate:
Investment property
109
(2)
107
0
Total residential real estate
109
(2)
107
0
Total
 
impaired loans
$
325
(6)
319
$
0
(1) Unpaid principal balance represents the contractual obligation due
 
from the customer.
(2) Charge-offs and payments applied represents cumulative charge-offs taken, as well as interest payments
 
that have been
applied against the outstanding principal balance subsequent to the loans
 
being placed on nonaccrual status.
(3) Recorded investment represents the unpaid principal balance less
 
charge-offs and payments applied; it is shown before
 
any related allowance for loan losses.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20
The following table provides the average recorded investment in impaired
 
loans, if any, by portfolio
 
segment, and the
amount of interest income recognized on impaired loans after
 
impairment by portfolio segment and class during the
respective periods.
 
Quarter ended March 31, 2021
Quarter ended March 31, 2020
Average
Total interest
Average
Total interest
recorded
income
recorded
income
(Dollars in thousands)
investment
recognized
investment
recognized
Impaired loans:
Commercial real estate:
Other
$
208
0
0
$
0
Total commercial real estate
208
0
0
0
Residential real estate:
Investment property
104
0
0
0
Total residential real estate
104
0
0
0
Total
 
$
312
0
0
$
0
 
Troubled Debt
 
Restructurings
 
 
Impaired loans also include troubled debt restructurings (“TDRs”).
 
On March 27, 2020, the Coronavirus Aid, Relief, and
Economic Security Act (“CARES
 
Act”) was signed into law. Section
 
4013 of the CARES Act, “Temporary
 
Relief From
Troubled Debt Restructurings,” provides
 
banks the option to temporarily suspend certain requirements under ASC
 
340-10
TDR classifications for a limited period of time to account for
 
the effects of COVID-19. On April 7, 2020, the Federal
Reserve and the other banking agencies and regulators issued
 
a statement, “Interagency Statement on Loan Modifications
and Reporting for Financial Institutions Working
 
With Customers Affected by
 
the Coronavirus (Revised)” (the
“Interagency Statement on COVID-19 Loan Modifications”),
 
to encourage banks to work prudently with borrowers and to
describe the agencies’ interpretation of how accounting rules
 
under ASC 310-40, “Troubled Debt
 
Restructurings by
Creditors,” apply to certain COVID-19-related modifications.
 
The Interagency Statement on COVID-19 Loan
Modifications was supplemented on June 23, 2020 by the Interagency
 
Examiner Guidance for Assessing Safety and
Soundness Considering the Effect of the COVID-19
 
Pandemic on Institutions.
 
If a loan modification is eligible, a bank
may elect to account for the loan under section 4013
 
of the CARES Act. If a loan modification is not eligible under section
4013, or if the bank elects not to account for the loan modification
 
under section 4013, the Revised Statement includes
criteria when a bank may presume a loan modification is not
 
a TDR in accordance with ASC 310-40.
 
The Company evaluates loan extensions or modifications not
 
qualified under Section 4013 of the CARES Act or under the
Interagency Statement on COVID-19 Loan Modifications in accordance
 
with FASB ASC 340
 
-10 with respect to the
classification of the loan as a TDR.
 
In the normal course of business, management may grant concessions
 
to borrowers that
are experiencing financial difficulty.
 
A concession may include, but is not limited to, delays in required
 
payments of
principal and interest for a specified period, reduction of the stated
 
interest rate of the loan, reduction of accrued interest,
extension of the maturity date, or reduction of the face amount or
 
maturity amount of the debt.
 
A concession has been
granted when, as a result of the restructuring, the Bank does not expect
 
to collect, when due, all amounts owed, including
interest at the original stated rate.
 
A concession may have also been granted if the debtor is not able
 
to access funds
elsewhere at a market rate for debt with similar risk characteristics
 
as the restructured debt.
 
In making the determination of
whether a loan modification is a TDR, the Company considers
 
the individual facts and circumstances surrounding each
modification.
 
As part of the credit approval process, the restructured loans are evaluated
 
for adequate collateral protection
in determining the appropriate accrual status at the time of restructure.
 
 
Similar to other impaired loans, TDRs are measured for impairment
 
based on the present value of expected payments using
the loan’s original effective
 
interest rate as the discount rate, or the fair value of the collateral,
 
less selling costs if the loan is
collateral dependent. If the recorded investment in the loan exceeds
 
the measure of fair value, impairment is recognized by
establishing a valuation allowance as part of the allowance for
 
loan losses or a charge-off to the allowance for
 
loan losses.
 
In periods subsequent to the modification, all TDRs are individually
 
evaluated for possible impairment.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21
The following is a summary of accruing and nonaccrual TDRs, which
 
are included in the impaired loan totals, and the
related allowance for loan losses, by portfolio segment and class as of
 
March 31, 2021 and December 31, 2020,
respectively.
 
TDRs
Related
(Dollars in thousands)
Accruing
Nonaccrual
Total
Allowance
March 31, 2021
Commercial real estate:
Other
$
0
206206
$
0
Total commercial real estate
0
206206
0
Residential real estate:
Investment property
0
103103
0
Total residential real estate
0
103103
0
Total
 
$
0
309309
$
0
 
TDRs
Related
(In thousands)
Accruing
Nonaccrual
Total
Allowance
December 31, 2020
Commercial real estate:
Other
$
0
212212
$
0
Total commercial real estate
0
212212
0
Investment property
0
107107
0
Total residential real estate
0
107107
0
Total
 
$
0
319319
$
0
 
At March 31, 2021 there were no significant outstanding commitments
 
to advance additional funds
 
to customers whose
loans had been restructured.
 
There were no loans modified in a TDR during the quarters
 
ended March 31, 2021 and 2020.
 
 
During the quarters
 
ended March 31, 2021 and 2020, respectively,
 
there were no loans modified in a TDR within the
previous 12 months for which there was a payment default (defined
 
as 90 days or more past due).
 
NOTE 5: MORTGAGE SERVICING
 
RIGHTS, NET
 
 
Mortgage servicing rights (“MSRs”) are recognized based on
 
the fair value of the servicing rights on the date the
corresponding mortgage loans are sold.
 
An estimate of the Company’s MSRs is determined
 
using assumptions that market
participants would use in
 
estimating future net servicing income, including estimates of prepayment
 
speeds, discount rate,
default rates, cost to service, escrow account earnings, contractual
 
servicing fee income, ancillary income, and late fees.
 
Subsequent to the date of transfer, the Company
 
has elected to measure its MSRs under the amortization method.
 
Under
the amortization method, MSRs are amortized in proportion
 
to, and over the period of, estimated net servicing income.
 
 
The Company has recorded MSRs related to loans sold to
 
Fannie Mae.
 
The Company generally sells conforming, fixed-
rate, closed-end, residential mortgages to Fannie Mae.
 
MSRs are included in other assets on the accompanying
consolidated balance sheets.
 
The Company evaluates MSRs for impairment on a quarterly basis.
 
Impairment is determined by stratifying MSRs into
groupings based on predominant risk characteristics, such as interest
 
rate and loan type.
 
If, by individual stratum, the
carrying amount of the MSRs exceeds fair value, a valuation
 
allowance is established.
 
The valuation allowance is adjusted
as the fair value changes.
 
Changes in the valuation allowance are recognized
 
in earnings as a component of mortgage
lending income.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22
The change in amortized MSRs and the related valuation allowance
 
for the quarters ended March 31, 2021 and 2020
 
are
presented below.
 
Quarter ended March 31,
(Dollars in thousands)
2021
2020
MSRs, net:
Beginning balance
$
1,330
$
1,299
Additions, net
142
49
Amortization expense
(150)
(99)
Ending balance
$
1,322
$
1,249
Valuation
 
allowance included in MSRs, net:
Beginning of period
$
0
$
0
End of period
0
0
Fair value of amortized MSRs:
Beginning of period
$
1,489
$
2,111
End of period
1,774
1,917
 
NOTE 6: FAIR VALUE
 
 
Fair Value
 
Hierarchy
 
 
“Fair value” is defined by ASC 820,
Fair Value
 
Measurements and Disclosures
, as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction occurring
 
in the principal market (or most advantageous
market in the absence of a principal market) for an asset or
 
liability at the measurement date.
 
GAAP establishes a fair
value hierarchy for valuation inputs that gives the highest priority to
 
quoted prices in active markets for identical assets or
liabilities and the lowest priority to unobservable inputs.
 
The fair value hierarchy is as follows:
 
Level 1—inputs to the valuation methodology are quoted prices, unadjusted,
 
for identical assets or liabilities in active
markets.
 
 
Level 2—inputs to the valuation methodology include quoted
 
prices for similar assets and liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets
 
that are not active, or inputs that are observable for the
asset or liability, either directly
 
or indirectly.
 
 
Level 3—inputs to the valuation methodology are unobservable
 
and reflect the Company’s own assumptions
 
about the
inputs market participants would use in pricing the asset or liability.
 
 
Level changes in fair value measurements
 
 
Transfers between levels of the fair value hierarchy
 
are generally recognized at the end of each reporting period.
 
The
Company monitors the valuation techniques utilized for each
 
category of financial assets and liabilities to ascertain when
transfers between levels have been affected.
 
The nature of the Company’s financial
 
assets and liabilities generally is such
that transfers in and out of any level are expected to be infrequent.
 
For the quarter ended March 31, 2021, there were no
transfers between levels and no changes in valuation techniques for
 
the Company’s financial assets and
 
liabilities.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23
Assets and liabilities measured at fair value
 
on a recurring basis
 
Securities available-for-sale
 
Fair values of securities available for sale were primarily measured
 
using Level 2 inputs.
 
For these securities, the Company
obtains pricing from third party pricing services.
 
These third party pricing services consider observable data
 
that may
include broker/dealer quotes, market spreads, cash flows, benchmark
 
yields, reported trades for similar securities, market
consensus prepayment speeds, credit information, and the securities’
 
terms and conditions.
 
On a quarterly basis,
management reviews the pricing received from the third party
 
pricing services for reasonableness given current market
conditions.
 
As part of its review, management
 
may obtain non-binding third party broker quotes to validate the fair
 
value
measurements.
 
In addition, management will periodically submit pricing provided
 
by the third party pricing services to
another independent valuation firm on a sample basis.
 
This independent valuation firm will compare the price provided
 
by
the third party pricing service with its own price and will review the
 
significant assumptions and valuation methodologies
used with management.
 
The following table presents the balances of the assets and liabilities
 
measured at fair value on a recurring basis as of March
31, 2021 and December 31, 2020, respectively,
 
by caption, on the accompanying consolidated balance
 
sheets by ASC 820
valuation hierarchy (as described above).
 
Quoted Prices in
Significant
Active Markets
Other
Significant
for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(Dollars in thousands)
Amount
(Level 1)
(Level 2)
(Level 3)
March 31, 2021:
Securities available-for-sale:
Agency obligations
 
$
105,182
0
105,182
0
Agency RMBS
182,506
0
182,506
0
State and political subdivisions
71,942
0
71,942
0
Total securities available
 
-for-sale
359,630
0
359,630
0
Total
 
assets at fair value
$
359,630
0
359,630
0
December 31, 2020:
Securities available-for-sale:
Agency obligations
 
$
97,448
0
97,448
0
Agency RMBS
163,470
0
163,470
0
State and political subdivisions
74,259
0
74,259
0
Total securities available
 
-for-sale
335,177
0
335,177
0
Total
 
assets at fair value
$
335,177
0
335,177
0
 
Assets and liabilities measured at fair value
 
on a nonrecurring basis
 
Loans held for sale
 
Loans held for sale are carried at the lower of cost or fair value.
 
Fair values of loans held for sale are determined using
quoted market secondary market prices for similar loans.
 
Loans held for sale are classified within Level 2 of the fair value
hierarchy.
 
Impaired Loans
 
Loans considered impaired under ASC 310-10-35,
Receivables
, are loans for which, based on current information and
events, it is probable that the Company will be unable to collect
 
all principal and interest payments due in accordance with
the contractual terms of the loan agreement. Impaired loans can
 
be measured based on the present value of expected
payments using the loan’s original
 
effective rate as the discount rate, the loan’s
 
observable market price, or the fair value of
the collateral less selling costs if the loan is collateral dependent.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
24
The fair value of impaired loans was primarily measured based
 
on the value of the collateral securing these loans. Impaired
loans are classified within Level 3 of the fair value hierarchy.
 
Collateral may be real estate and/or business assets including
equipment, inventory, and/or
 
accounts receivable. The Company determines the value of the
 
collateral based on
independent appraisals performed by qualified licensed appraisers.
 
These appraisals may utilize a single valuation approach
or a combination of approaches including comparable sales and the income
 
approach. Appraised values are discounted for
costs to sell and may be discounted further based on management’s
 
historical knowledge, changes in market conditions
from the date of the most recent appraisal, and/or management’s
 
expertise and knowledge of the customer and the
customer’s business. Such discounts by management are subjective
 
and are typically significant unobservable inputs for
determining fair value. Impaired loans are reviewed and evaluated
 
on at least a quarterly basis for additional impairment
and adjusted accordingly, based
 
on the same factors discussed above.
 
 
Mortgage servicing rights, net
 
MSRs, net, included in other assets on the accompanying consolidated
 
balance sheets, are carried at the lower of cost or
estimated fair value.
 
MSRs do not trade in an active market with readily observable
 
prices.
 
To determine the fair value
 
of
MSRs, the Company engages an independent third party.
 
The independent third party’s
 
valuation model calculates the
present value of estimated future net servicing income using
 
assumptions that market participants would use in estimating
future net servicing income, including estimates of prepayment
 
speeds, discount rates, default rates, cost to service, escrow
account earnings, contractual servicing fee income, ancillary income,
 
and late fees.
 
Periodically, the Company will
 
review
broker surveys and other market research to validate significant
 
assumptions used in the model.
 
The significant
unobservable inputs include prepayment speeds or the constant prepayment
 
rate (“CPR”) and the weighted average
discount rate.
 
Because the valuation of MSRs requires the use of significant unobservable
 
inputs, all of the Company’s
MSRs are classified within Level 3 of the valuation hierarchy.
 
The following table presents the balances of the assets and liabilities
 
measured at fair value on a nonrecurring basis as of
March 31, 2021 and December 31, 2020, respectively,
 
by caption, on the accompanying consolidated balance sheets and
 
by
FASB ASC 820 valuation
 
hierarchy (as described above):
 
Quoted Prices in
Active Markets
Other
Significant
for
Observable
Unobservable
Carrying
Identical Assets
Inputs
Inputs
(Dollars in thousands)
Amount
(Level 1)
(Level 2)
(Level 3)
March 31, 2021:
Loans held for sale
$
1,279
0
1,279
0
Loans, net
(1)
309
0
0
309
Other assets
(2)
1,322
0
0
1,322
Total assets at fair value
$
2,910
0
1,279
1,631
December 31, 2020:
Loans held for sale
$
3,418
0
3,418
0
Loans, net
(1)
319
0
0
319
Other assets
(2)
1,330
0
0
1,330
Total assets at fair value
$
5,067
0
3,418
1,649
(1)
Loans considered impaired under ASC 310-10-35 Receivables.
 
This amount reflects the recorded investment in impaired loans,
 
net
of any related allowance for loan losses
(2)
Represents MSRs, net which are carried at lower of
 
cost or estimated fair value.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25
Quantitative Disclosures for Level 3 Fair
 
Value Measurements
 
At March 31, 2021,
 
the Company had no Level 3 assets measured at fair value on a recurring basis.
 
For Level 3 assets
measured at fair value on a non-recurring basis at March 31,
 
2021, the significant unobservable inputs used in the fair value
measurements are presented below
.
Weighted
 
Carrying
 
Significant
 
Average
(Dollars in thousands)
Amount
Valuation Technique
Unobservable Input
Range
of Input
March 31, 2021:
Impaired loans
$
309
Appraisal
Appraisal discounts
10.0
-
10.0
%
10.0
%
Mortgage servicing rights, net
1,322
Discounted cash flow
Prepayment Speed or CPR
12.2
-
16.4
16.0
 
Discount rate
10.0
-
12.0
10.0
December 31, 2020:
Impaired loans
$
319
Appraisal
Appraisal discounts
10.0
-
10.0
%
10.0
%
Mortgage servicing rights, net
1,330
Discounted cash flow
Prepayment Speed or CPR
18.2
-
36.4
20.7
 
Discount rate
10.0
-
12.0
10.0
 
Fair Value
 
of Financial Instruments
 
ASC 825,
Financial Instruments
, requires disclosure of fair value information about financial
 
instruments, whether or not
recognized on the face of the balance sheet, for which it is practicable
 
to estimate that value. The assumptions used in the
estimation of the fair value of the Company’s
 
financial instruments are explained below.
 
Where quoted market prices are
not available, fair values are based on estimates using discounted
 
cash flow analyses. Discounted cash flows can be
significantly affected by the assumptions used,
 
including the discount rate and estimates of future cash flows. The
following fair value estimates cannot be substantiated by comparison
 
to independent markets and should not be considered
representative of the liquidation value of the Company’s
 
financial instruments, but rather are a good-faith estimate of the
fair value of financial instruments held by the Company.
 
ASC 825 excludes certain financial instruments and all
nonfinancial instruments from its disclosure requirements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26
The following methods and assumptions were used by the Company in
 
estimating the fair value of its financial instruments:
 
 
Loans, net
 
 
Fair values for loans were calculated using discounted cash flows. The
 
discount rates reflected current rates at which similar
loans would be made for the same remaining maturities. Expected
 
future cash flows were projected based on contractual
cash flows, adjusted for estimated prepayments.
 
The fair value of loans was measured using an exit
 
price notion.
 
Loans held for sale
 
Fair values of loans held for sale are determined using quoted
 
secondary market prices for similar loans.
 
 
Time Deposits
 
 
Fair values for time deposits were estimated using discounted
 
cash flows. The discount rates were based on rates currently
offered for deposits with similar remaining maturities.
 
 
The carrying value, related estimated fair value, and placement in the
 
fair value hierarchy of the Company’s
 
financial
instruments at March 31, 2021 and December 31, 2020
 
are presented below.
 
This table excludes financial instruments for
which the carrying amount approximates fair value.
 
Financial assets for which fair value approximates carrying
 
value
included cash and cash equivalents.
 
Financial liabilities for which fair value approximates carrying value
 
included
noninterest-bearing demand deposits,
 
interest-bearing demand deposits, and savings deposits.
 
Fair value approximates
carrying value in these financial liabilities due to these products having
 
no stated maturity.
 
Additionally, financial
liabilities for which fair value approximates carrying value included
 
overnight borrowings such as federal funds purchased
and securities sold under agreements to repurchase.
Fair Value Hierarchy
Carrying
Estimated
Level 1
Level 2
Level 3
(Dollars in thousands)
amount
fair value
inputs
inputs
Inputs
March 31, 2021:
Financial Assets:
Loans, net (1)
$
456,197
$
452,585
$
0
$
0
$
452,585
Loans held for sale
1,279
1,318
0
1,318
0
Financial Liabilities:
Time Deposits
$
159,162
$
160,606
$
0
$
160,606
$
0
December 31, 2020:
Financial Assets:
Loans, net (1)
$
456,082
$
451,816
$
0
$
0
$
451,816
Loans held for sale
3,418
3,509
0
3,509
0
Financial Liabilities:
Time Deposits
$
160,401
$
162,025
$
0
$
162,025
$
0
(1) Represents loans, net of unearned income and the allowance
 
for loan losses.
 
The fair value of loans was measured using an exit price notion.
 
 
 
27
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
 
OF FINANCIAL CONDITION AND RESULTS
 
OF
OPERATIONS
 
The following discussion and analysis is designed to provide
 
a better understanding of various factors related to the results
of operations and financial condition of the Company and the
 
Bank.
 
This discussion is intended to supplement and
highlight information contained in the accompanying unaudited
 
condensed consolidated financial statements and related
notes for the quarters ended March 31, 2021 and 2020,
 
as well as the information contained in our Annual Report on Form
10-K for the year ended December 31, 2020.
 
 
Special Notice Regarding Forward-Looking Statements
 
Various
 
of the statements made herein under the captions “Management’s
 
Discussion and Analysis of Financial Condition
and Results of Operations”, “Quantitative and Qualitative Disclosures
 
about Market Risk”, “Risk Factors” and elsewhere,
are “forward-looking statements” within the meaning and protections
 
of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended
 
(the “Exchange Act”).
 
Forward-looking statements include statements with respect to
 
our beliefs, plans, objectives, goals, expectations,
anticipations, assumptions, estimates, intentions and future performance,
 
and involve known and unknown risks,
uncertainties and other factors, which may be beyond our
 
control, and which may cause the actual results, performance,
achievements or financial condition of the Company to be materially
 
different from future results, performance,
achievements or financial condition expressed or implied by
 
such forward-looking statements.
 
You
 
should not expect us to
update any forward-looking statements.
 
All statements other than statements of historical fact are statements
 
that could be forward-looking statements.
 
You
 
can
identify these forward-looking statements through our use of
 
words such as “may,” “will,” “anticipate,”
 
“assume,”
“should,” “indicate,” “would,” “believe,” “contemplate,” “expect,”
 
“estimate,” “continue,” “plan,” “point to,” “project,”
“could,” “intend,” “target” and other similar words and
 
expressions of the future.
 
These forward-looking statements may
not be realized due to a variety of factors, including, without
 
limitation:
 
 
the effects of future economic, business and market conditions
 
and changes, foreign, domestic and locally,
including seasonality, natural
 
disasters or climate change, such as rising sea and water levels,
 
hurricanes and
tornados, coronavirus or other epidemics or pandemics;
 
 
the effects of war or other conflicts, acts of terrorism, or
 
other events that may affect general economic conditions;
 
 
governmental monetary and fiscal policies;
 
 
legislative and regulatory changes, including changes in banking,
 
securities and tax laws, regulations and rules and
their application by our regulators, including capital and liquidity
 
requirements, and changes in the scope and cost
of FDIC insurance;
 
 
the failure of assumptions and estimates, as well as differences
 
in, and changes to, economic, market and credit
conditions, including changes in borrowers’ credit risks and
 
payment behaviors from those used in our loan
portfolio reviews;
 
 
the risks of changes in interest rates on the levels, composition
 
and costs of deposits, loan demand, and the values
and liquidity of loan collateral, securities, and interest-sensitive assets
 
and liabilities, and the risks and uncertainty
of the amounts realizable;
 
 
changes in borrower credit risks and payment behaviors;
 
 
changes in the availability and cost of credit and capital in the
 
financial markets, and the types of instruments that
may be included as capital for regulatory purposes;
 
 
changes in the prices, values and sales volumes of residential and
 
commercial real estate;
 
 
 
28
 
the effects of competition from a wide variety of local,
 
regional, national and other providers of financial,
investment and insurance services, including the disruption effects
 
of financial technology and other competitors
who are not subject to the same regulations as the Company and
 
the Bank;
 
 
the failure of assumptions and estimates underlying the establishment
 
of allowances for possible loan losses and
other asset impairments, losses valuations of assets and liabilities and
 
other estimates;
 
 
the costs of redeveloping our headquarters and the timing and
 
amount of rental income upon completion of the
project;
 
 
 
the risks of mergers, acquisitions and divestitures, including,
 
without limitation, the related time and costs of
implementing such transactions, integrating operations as part
 
of these transactions and possible failures to achieve
expected gains, revenue growth and/or expense savings from
 
such transactions;
 
 
changes in technology or products that may be more difficult,
 
costly, or less effective
 
than anticipated;
 
 
cyber-attacks and data breaches that may compromise our
 
systems, our vendor systems
 
or customers’
information;
 
 
the risks that our deferred tax assets (“DTAs”),
 
if any, could be reduced
 
if estimates of future taxable income from
our operations and tax planning strategies are less than currently estimated,
 
and sales of our capital stock could
trigger a reduction in the amount of net operating loss carry-forwards that
 
we may be able to utilize for income tax
purposes; and
 
 
other factors and information in this report and other filings that we
 
make with the SEC under the Exchange Act,
including our Annual Report on Form 10-K for the year ended
 
December 31, 2020 and subsequent quarterly and
current reports. See Part II, Item 1A. “RISK FACT
 
ORS”.
 
All written or oral forward-looking statements that are made by us or
 
are attributable to us are expressly qualified in their
entirety by this cautionary notice.
 
We have no obligation and
 
do not undertake to update, revise or correct any of the
forward-looking statements after the date of this report, or after
 
the respective dates on which such statements otherwise are
made.
 
ITEM 1.
 
BUSINESS
 
Auburn National Bancorporation, Inc. (the “Company”) is a bank holding
 
company registered with the Board of Governors
of the Federal Reserve System (the “Federal Reserve”) under
 
the Bank Holding Company Act of 1956, as amended (the
“BHC Act”).
 
The Company was incorporated in Delaware in 1990, and
 
in 1994 it succeeded its Alabama predecessor as
the bank holding company controlling AuburnBank, an Alabama state
 
member bank with its principal office in Auburn,
Alabama (the “Bank”).
 
The Company and its predecessor have controlled the Bank since
 
1984.
 
As a bank holding
company, the Company may diversify
 
into a broader range of financial services and other business activities
 
than currently
are permitted to the Bank under applicable laws and regulations.
 
The holding company structure also provides greater
financial and operating flexibility than is presently permitted
 
to the Bank.
 
 
The Bank has operated continuously since 1907 and currently conducts
 
its business primarily in East Alabama, including
Lee County and surrounding areas.
 
The Bank has been a member of the Federal Reserve System since April
 
1995.
 
The
Bank’s primary regulators are
 
the Federal Reserve and the Alabama Superintendent of Banks (the
 
“Alabama
Superintendent”).
 
The Bank has been a member of the Federal Home Loan Bank of
 
Atlanta (the “FHLB”) since 1991.
 
Certain of the statements made in this discussion and analysis and
 
elsewhere, including information incorporated
 
herein by
reference to other documents, are “forward-looking statements”
 
within the meaning of, and subject to, the protections of
Section 27A of the Securities Act of 1933, as amended,
 
(the “Securities Act”) and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29
Summary of Results of Operations
Quarter ended March 31,
(Dollars in thousands, except per share data)
2021
2020
Net interest income (a)
$
6,057
$
6,332
Less: tax-equivalent adjustment
120
120
Net interest income (GAAP)
5,937
6,212
Noninterest income
 
1,182
1,235
Total revenue
 
7,119
7,447
Provision for loan losses
 
400
Noninterest expense
4,690
4,856
Income tax expense
 
423
390
Net earnings
$
2,006
$
1,801
Basic and diluted earnings per share
$
0.56
$
0.50
(a) Tax-equivalent.
 
See "Table 1 - Explanation
 
of Non-GAAP Financial Measures."
 
Financial Summary
 
The Company’s net earnings were $2.0
 
million for the first quarter of 2021, compared to $1.8 million for the first
 
quarter of
2020.
 
Basic and diluted earnings per share were $0.56 per share for the first quarter
 
of 2021, compared to $0.50
 
per share
for the first quarter of 2020.
 
 
Net interest income (tax-equivalent) was $6.1 million for the
 
first quarter of 2021, a 4% decrease compared to $6.3
 
million
for the first quarter of 2020.
 
This decrease was primarily due to net interest margin compression
 
resulting from the Federal
Reserve’s interest rate reductions
 
in response to COVID-19.
 
Net interest margin (tax-equivalent) decreased
 
to 2.66% in the
first quarter of 2021, compared to 3.23% for the first quarter of
 
2020,
 
primarily due to the lower interest rate environment
and changes in our asset mix from the significant increase in
 
customer deposits.
 
 
At March 31, 2021, the Company’s
 
allowance for loan losses was $5.7 million, or 1.23%
 
of total loans, compared to $5.6
million, or 1.22%
 
of total loans, at December 31, 2020, and $4.9
 
million, or 1.10%
 
of total loans, at March 31, 2020.
 
Excluding PPP loans, which are guaranteed by the SBA, the Company’s
 
allowance for loan losses was 1.31%
 
of total loans
at March 31, 2021.
 
The Company had no provision for loan losses during the first quarter
 
of 2021,
 
compared to a provision
for loan losses of $0.4 million during the first quarter of 2020.
 
The provision for loan losses during the first quarter of 2020
was related to changes in economic conditions and portfolio
 
trends driven by COVID-19 and resulting adverse economic
conditions, including higher unemployment in our primary market area.
 
The provision for loan losses is based upon
various estimates and judgements, including the absolute level of loans,
 
loan growth, credit
 
quality and the amount of net
charge-offs.
 
Noninterest income was $1.2 million for the first quarter of 2021
 
and 2020,
 
respectively.
 
For the first quarter of 2021,
noninterest income included an increase in mortgage lending income
 
of $0.3 million.
 
The increase was primarily due to an
increase in mortgage lending income as lower interest rates for
 
mortgage loans positively affected refinance activity and
pricing margins improved.
 
For the first quarter of 2020, noninterest income included $0.3
 
million in non-taxable death
benefits from bank-owned life insurance.
 
Noninterest expense was $4.7 million for the first quarter of 2021
 
compared to $4.9 million for the first quarter of 2020.
 
The decrease was primarily due to a reduction of $0.
 
2
 
million in various expenses related to the redevelopment of the
Company’s headquarters in downtown
 
Auburn.
 
Income tax expense was $0.4 million for the first quarter of 2021
 
and 2020,
 
respectively, reflecting
 
an effective tax rate of
17.41% and 17.80%, respectively.
 
 
The Company paid cash dividends of $0.26 per share in the first quarter
 
of 2021, an increase of 2% from the same period of
2020.
 
At March 31, 2021, the Bank’s regulatory
 
capital ratios were well above the minimum amounts required
 
to be “well
capitalized” under current regulatory standards with a total
 
risk-based capital ratio of 18.25%, a tier 1 leverage ratio
 
of
9.99%
 
and a common equity tier 1 (“CET1”) ratio of 17.21%
 
at March 31, 2021.
 
 
 
30
COVID-19 Impact Assessment
 
In December 2019, COVID-19 was first reported in China and
 
has since spread to a number of other countries, including
the United States. In March 2020, the World
 
Health Organization declared COVID-19 a global
 
pandemic and the United
States declared a National Public Health Emergency.
 
The COVID-19 pandemic has severely restricted the level
 
of
economic activity in our markets. In response to the COVID-19
 
pandemic, the State of Alabama, and most other states,
have taken preventative or protective actions to prevent the spread
 
of the virus, including imposing restrictions on travel
and business operations and a statewide mask mandate,
 
advising or requiring individuals to limit or forego their time
outside of their homes, limitations on gathering of people and
 
social distancing, and causing temporary closures of
businesses that have been deemed to be non-essential.
 
Though certain of these measures have been relaxed or
 
eliminated,
increases in reported cases could cause these measures to be
 
reestablished.
 
Auburn University, a major
 
source of economic
activity in Lee County, went to
 
remote instruction on March 16, 2020.
 
Auburn University announced its guidelines for the
remainder of the 2020/2021 school year,
 
which involves both remote and in person instruction as well as other social
distancing measures.
 
The economic effects of these measures are
 
not presently known.
 
COVID-19 has significantly affected local state, national
 
and global health and economic activity and its future effects
 
are
uncertain and will depend on various factors, including, among others,
 
the duration and scope of the pandemic, the
development and distribution of COVID-19 testing and contact
 
tracing, effective drug treatments and vaccines, together
with governmental, regulatory and private sector responses.
 
COVID-19 has had continuing significant effects on the
economy, financial markets and
 
our employees, customers and vendors. Our business, financial condition
 
and results of
operations generally rely upon the ability of our borrowers to
 
make deposits and repay their loans, the value of collateral
underlying our secured loans, market value, stability and liquidity and
 
demand for loans and other products and services we
offer, all of which are affected
 
by the pandemic.
 
See “Balance Sheet Analysis – Loans” for supplemental COVID
 
-19
disclosures.
 
We have implemented
 
a number of procedures in response to the pandemic to support
 
the safety and well-being of our
employees, customers and shareholders.
 
• We
 
believe our business continuity plan has worked to provide
 
essential banking services to our communities and
customers, while protecting our employees’ health.
 
As part of our efforts to exercise social distancing in accordance
 
with
the guidelines of the Centers for Disease Control and the Governor
 
of the State of Alabama, starting March 23, 2020, we
limited branch lobby service to appointment only while continuing to
 
operate our branch drive-thru
 
facilities and ATMs.
 
On June 1, 2020, we re-opened some of our branch lobbies as permitted
 
by state public health guidelines.
 
We continue to
provide services through our online and other electronic channels.
 
In addition, we established remote work access to help
employees stay at home where job duties permit.
 
 
• Our 2021 Annual Shareholders’ Meeting will, again, be
 
a virtual meeting.
 
Shareholders that wish to participate
may access web portals and live streams of the Annual Shareholders’
 
Meeting.
 
• We
 
are focused on servicing the financial needs of our commercial and consumer
 
clients with extensions and
deferrals to loan customers effected by COVID-19,
 
provided such customers were not more than 30 days past
 
due at the
time of the request; and
 
• We
 
are a participating lender in the PPP.
 
PPP loans are forgivable, in whole or in part, if the
 
proceeds are used for
payroll and other permitted purposes in accordance with the requirements
 
of the PPP.
 
These loans carry a fixed rate of
1.00% and a term of two years (loans made before June 5, 2020)
 
or five years (loans made on or after June 5, 2020), if not
forgiven, in whole or in part.
 
Payments are deferred until either the date on which the Small
 
Business Administration
(“SBA”) remits the amount of forgiveness proceeds
 
to the lender or the date that is 10 months after the last day of the
covered period if the borrower does not apply for forgiveness
 
within that 10-month period.
 
We believe these loans
 
and our
participation in the program is good for our customers and the
 
communities we serve.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31
A summary of PPP loans extended during 2020 follows:
 
(Dollars in thousands)
# of SBA
Approved
Mix
$ of SBA
Approved
Mix
SBA Tier:
$2 million to $10 million
%
$
%
$350,000 to less than $2 million
23
5
14,691
40
Up to $350,000
400
95
21,784
60
Total
423
100
%
$
36,475
100
%
 
We collected
 
approximately $1.5 million in fees related to our PPP loans during 2020,
 
which will be recognized net of
related costs, as a yield adjustment over the life of the underlying
 
PPP loans.
 
 
On December 27,
 
2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits,
 
and Venues
 
Act (the “Economic Aid
Act”) was signed into law.
 
The Economic Aid Act provides a second $900
 
billion stimulus package, including $325 billion
in additional PPP loans.
 
 
A summary of PPP loans extended under the Economic Aid Act
 
follows:
 
(Dollars in thousands)
# of SBA
Approved
Mix
$ of SBA
Approved
Mix
SBA Tier:
$2 million to $10 million
%
$
%
$350,000 to less than $2 million
12
6
6,494
35
Up to $350,000
192
94
12,217
65
Total
204
100
%
$
18,711
100
%
 
As of March 31, 2021, we collected approximately $0.9 million
 
in fees related to PPP loans under the Economic Aid Act,
which will be recognized net of related costs, as a yield adjustment
 
over the life of the underlying PPP loans.
 
The PPP,
 
as
amended and extended, is scheduled to stop accepting applications
 
by May 31, 2021.
 
We continue to closely
 
monitor this pandemic, and are working to continue our services
 
during the pandemic and to address
developments as those occur.
 
Our results of operations for the quarter ended March 31, 2021
 
,
 
and our financial condition at
that date reflect only the initial effects of the pandemic,
 
and may not be indicative of future results or financial conditions,
including possible additional monetary or fiscal stimulus, and
 
the possible effects of the expiration or extension of
temporary accounting and bank regulatory relief measures in response
 
to the COVID-19 pandemic.
 
 
As of March 31, 2021,
 
all of our capital ratios were in excess of all regulatory requirements
 
to be well capitalized.
 
The
effects of the COVID-19 pandemic on our borrowers
 
could result in adverse changes to credit quality and our regulatory
capital ratios.
 
We continue to closely
 
monitor this pandemic, and are working to continue our services during
 
the pandemic
and to address developments as those occur.
 
CRITICAL ACCOUNTING POLICIES
 
The accounting and financial reporting policies of the Company conform
 
with U.S. GAAP and with general practices
within the banking industry.
 
In connection with the application of those principles, we have
 
made judgments and estimates
which, in the case of the determination of our allowance for loan
 
losses, our assessment of other-than-temporary
impairment, recurring and non-recurring fair value measurements and
 
the valuation of OREO and deferred tax assets, were
critical to the determination of our financial position and results of
 
operations. Other policies also require subjective
judgment and assumptions and may accordingly impact our financial
 
position and results of operations.
 
 
 
 
32
Allowance for Loan Losses
 
The Company assesses the adequacy of its allowance for loan
 
losses prior to the end of each calendar quarter.
 
Determining
the amount of the allowance for loan losses is considered
 
a critical accounting estimate because the level of the allowance
 
is
based upon management’s evaluati
 
on of the loan portfolio, past loan loss experience, current
 
asset quality trends, known
and inherent risks in the portfolio, adverse situations that may
 
affect a borrower’s ability to repay (including
 
the timing of
future payment), the estimated value of any underlying collateral,
 
composition of the loan portfolio, economic conditions,
industry and peer bank loan loss rates, and other pertinent factors,
 
including regulatory recommendations. This evaluation
is inherently subjective as it requires material estimates including the
 
amounts and timing of future cash flows expected to
be received on impaired loans that may be susceptible to significant
 
change. Loans are charged off, in whole or
 
in part,
when management believes that the full collectability of the loan
 
is unlikely. A loan may be
 
partially charged-off after a
“confirming event” has occurred, which serves to validate that
 
full repayment pursuant to the terms of the loan is unlikely.
 
The Company deems loans impaired when, based on current information
 
and events, it is probable that the Company will
be unable to collect all amounts due according to the contractual
 
terms of the loan agreement. Collection of all amounts due
according to the contractual terms means that both the interest
 
and principal payments of a loan will be collected as
scheduled in the loan agreement.
 
 
An impairment allowance is recognized
 
if the fair value of the loan is less than the recorded investment in
 
the loan. The
impairment is recognized through the allowance. Loans that are
 
impaired are recorded at the present value of expected
future cash flows discounted at the loan’s
 
effective interest rate, or if the loan is collateral dependent,
 
the impairment
measurement is based on the fair value of the collateral, less estimated
 
disposal costs.
 
 
The level of allowance maintained is believed by management to
 
be adequate to absorb probable losses inherent in the
portfolio at the balance sheet date. The allowance is increased
 
by provisions charged to expense and decreased by charge-
offs, net of recoveries of amounts previously charged
 
-off.
 
 
In assessing the adequacy of the allowance, the Company also
 
considers the results of its ongoing internal and independent
loan review processes. The Company’s
 
loan review process assists in determining whether there are
 
loans in the portfolio
whose credit quality has weakened over time and evaluating the risk characteristics
 
of the entire loan portfolio. The
Company’s loan review process includes
 
the judgment of management, the input from our independent
 
loan reviewers, and
reviews that may have been conducted by bank regulatory agencies
 
as part of their examination process. The Company
incorporates loan review results in the determination of whether
 
or not it is probable that it will be able to collect all
amounts due according to the contractual terms of a loan.
 
 
As part of the Company’s quarterly assessment
 
of the allowance, management divides the loan portfolio
 
into five segments:
commercial and industrial, construction and land development, commercial
 
real estate, residential real estate, and consumer
installment. The Company analyzes each segment and estimates
 
an allowance allocation for each loan segment.
 
 
The allocation of the allowance for loan losses begins with a
 
process of estimating the probable losses inherent for each
loan segment. The estimates for these loans are established by category
 
and based on the Company’s internal
 
system of
credit risk ratings and historical loss data.
 
The estimated loan loss allocation rate for the Company’s
 
internal system of
credit risk grades is based on its experience with similarly graded
 
loans. For loan segments where the Company believes it
does not have sufficient historical loss data, the Company
 
may make adjustments based, in part, on loss rates of peer
 
bank
groups.
 
At March 31, 2021 and December 31, 2020, and for the periods
 
then ended, the Company adjusted its historical
loss rates for the commercial real estate portfolio segment based,
 
in part, on loss rates of peer bank groups.
 
The estimated loan loss allocation for all five loan portfolio segments
 
is then adjusted for management’s
 
estimate of
probable losses for several “qualitative and environmental” factors.
 
The allocation for qualitative and environmental factors
is particularly subjective and does not lend itself to exact mathematical
 
calculation. This amount represents estimated
probable inherent credit losses which exist, but have not yet been
 
identified, as of the balance sheet date, and are based
upon quarterly trend assessments in delinquent and nonaccrual
 
loans, credit concentration changes, prevailing economic
conditions, changes in lending personnel experience, changes
 
in lending policies or procedures, and other influencing
factors. These qualitative and environmental factors are considered
 
for each of the five loan segments and the allowance
allocation, as determined by the processes noted above, is increased
 
or decreased based on the incremental assessment of
these factors.
 
 
 
 
33
The Company regularly re-evaluates its practices in determining the
 
allowance for loan losses. Since the fourth quarter of
2016, the Company has increased
 
its look-back period each quarter to incorporate the effects
 
of at least one economic
downturn in its loss history. The
 
Company believes the extension of its look-back period
 
is appropriate due to the risks
inherent in the loan portfolio. Absent this extension, the early
 
cycle periods in which the Company experienced significant
losses would be excluded from the determination of the allowance for
 
loan losses and its balance would decrease.
 
For the
quarter ended March 31, 2021, the Company increased its look
 
-back period to 48 quarters to continue to include losses
incurred by the Company beginning with the first quarter of 2009.
 
The Company will likely continue to increase its look-
back period to incorporate the effects of at least one
 
economic downturn in its loss history.
 
During 2020,
 
the Company
adjusted certain qualitative and economic factors related to changes in
 
economic conditions and portfolio trends driven by
the impact of the COVID-19 pandemic and resulting adverse
 
economic conditions, including higher unemployment in our
primary market area.
 
Further adjustments may be made in the future as a result of the continuing
 
COVID-19 pandemic.
 
Assessment for Other-Than-Temporary
 
Impairment of Securities
 
 
On a quarterly basis, management makes an assessment to determine
 
whether there have been events or economic
circumstances to indicate that a security on which there is an
 
unrealized loss is other-than-temporarily impaired.
 
 
For debt securities with an unrealized loss, an other-than
 
-temporary impairment write-down is triggered when (1)
 
the
Company has the intent to sell a debt security,
 
(2) it is more likely than not that the Company will be required
 
to sell the
debt security before recovery of its amortized cost basis, or
 
(3) the Company does not expect to recover the entire amortized
cost basis of the debt security.
 
If the Company has the intent to sell a debt security or if it is more
 
likely than not that it will
be required to sell the debt security before
 
recovery, the other-than
 
-temporary write-down is equal to the entire difference
between the debt security’s amortized
 
cost and its fair value.
 
If the Company does not intend to sell the security or it is not
more likely than not that it will be required to sell the security
 
before recovery, the other
 
-than-temporary impairment write-
down is separated into the amount that is credit related (credit loss component)
 
and the amount due to all other factors.
 
The
credit loss component is recognized in earnings and is the difference
 
between the security’s
 
amortized cost basis and the
present value of its expected future cash flows.
 
The remaining difference between the security’s
 
fair value and the present
value of future expected cash flows is due to factors that are not credit
 
related and is recognized in other comprehensive
income, net of applicable taxes.
 
 
The Company is required to own certain stock as a condition of
 
membership, such as Federal Home Loan Bank (“FHLB”)
and Federal Reserve Bank (“FRB”).
 
These non-marketable equity securities are accounted for at
 
cost which equals par or
redemption value.
 
These securities do not have a readily determinable fair value as their
 
ownership is restricted and there is
no market for these securities.
 
The Company records these non-marketable equity securities
 
as a component of other
assets, which are periodically evaluated for impairment. Management
 
considers these non-marketable equity securities to
be long-term investments. Accordingly,
 
when evaluating these securities for impairment, management considers
 
the
ultimate recoverability of the par value rather than by recognizing temporary
 
declines in value.
 
Fair Value
 
Determination
 
U.S. GAAP requires management to value and disclose certain of the
 
Company’s assets and liabilities
 
at fair value,
including investments classified as available-for-sale
 
and derivatives. ASC 820,
Fair Value
 
Measurements and Disclosures
,
which defines fair value, establishes a framework for measuring fair
 
value in accordance with U.S. GAAP and expands
disclosures about fair value measurements.
 
For more information regarding fair value measurements and disclosures,
please refer to Note 6, Fair Value,
 
of the consolidated financial statements that accompany this report.
 
Fair values are based on active market prices of identical assets or
 
liabilities when available.
 
Comparable assets or
liabilities or a composite of comparable assets in active markets are
 
used when identical assets or liabilities do not have
readily available active market pricing.
 
However, some of the Company’s
 
assets or liabilities lack an available or
comparable trading market characterized by frequent transactions between
 
willing buyers and sellers. In these cases, fair
value is estimated using pricing models that use discounted cash
 
flows and other pricing techniques. Pricing models and
their underlying assumptions are based upon management’s
 
best estimates for appropriate discount rates, default rates,
prepayments, market volatility,
 
and other factors, taking into account current observable market data
 
and experience.
 
 
These assumptions may have a significant effect on the reported
 
fair values of assets and liabilities and the related income
and expense. As such, the use of different models and
 
assumptions, as well as changes in market conditions, could
 
result in
materially different net earnings and retained earnings
 
results.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
34
Other Real Estate Owned
 
OREO consists of properties obtained through foreclosure or in satisfaction
 
of loans and is reported at the lower of cost or
fair value of collateral, less estimated costs to sell at the date acquired,
 
with any loss recognized as a charge-off through the
allowance for loan losses. Additional OREO losses for subsequent
 
valuation adjustments are determined on a specific
property basis and are included as a component of other noninterest
 
expense along with holding costs. Any gains or losses
on disposal of OREO are also reflected in noninterest expense.
 
Significant judgments and complex estimates are required in
estimating the fair value of OREO, and the period of time within which
 
such estimates can be considered current is
significantly shortened during periods of market volatility.
 
As a result, the net proceeds realized from sales transactions
could differ significantly from appraisals, comparable
 
sales, and other estimates used to determine the fair value of other
OREO.
 
At March 31, 2021 and December 31, 2020 the Company had no OREO
 
properties.
 
Deferred Tax
 
Asset Valuation
 
A valuation allowance is recognized for a deferred tax asset if, based
 
on the weight of available evidence, it is more-likely-
than-not that some portion or the entire deferred tax asset will not be
 
realized. The ultimate realization of deferred tax assets
is dependent upon the generation of future taxable income during
 
the periods in which those temporary differences
 
become
deductible. Management considers the scheduled reversal of deferred
 
tax liabilities, projected future taxable income, and
tax planning strategies in making this assessment. Based upon the level
 
of taxable income over the last three years and
projections for future taxable income over the periods in which
 
the deferred tax assets are deductible, management believes
it is more likely than not that we will realize the benefits of these
 
deductible differences at March 31, 2021.
 
The amount of
the deferred tax assets considered realizable, however,
 
could be reduced if estimates of future taxable income are reduced.
 
RESULTS
 
OF OPERATIONS
Average Balance
 
Sheet and Interest Rates
Quarter ended March 31,
 
2021
2020
Average
Yield/
Average
Yield/
(Dollars in thousands)
Balance
Rate
Balance
Rate
Loans and loans held for sale
 
$
466,368
4.50%
$
452,155
4.81%
Securities - taxable
289,981
1.33%
196,422
2.27%
Securities - tax-exempt
 
63,050
3.68%
60,895
3.78%
Total securities
 
353,031
1.75%
257,317
2.63%
Federal funds sold
32,809
0.15%
29,758
1.26%
Interest bearing bank deposits
70,350
0.09%
49,378
1.52%
Total interest-earning assets
922,558
2.96%
788,608
3.76%
Deposits:
 
 
NOW
172,055
0.16%
149,344
0.51%
Savings and money market
281,844
0.25%
220,909
0.46%
Time Deposits
159,466
1.09%
167,447
1.44%
Total interest-bearing deposits
613,365
0.44%
537,700
0.78%
Short-term borrowings
3,161
0.50%
1,361
0.50%
Total interest-bearing liabilities
616,526
0.44%
539,061
0.78%
Net interest income and margin (tax-equivalent)
$
6,057
2.66%
$
6,332
3.23%
 
Net Interest Income and Margin
 
Net interest income (tax-equivalent) was $6.1 million for the
 
first quarter of 2021 compared to $6.3 million for the first
quarter of 2020.
 
This decrease was due to a decline in the Company’s
 
net interest margin (tax-equivalent).
 
The tax-equivalent yield on total interest-earning assets decreased
 
by 80 basis points to 2.96% in the first quarter of 2021
compared to 3.76%
 
in the first quarter of 2020.
 
This decrease was primarily due to the lower rate environment,
 
including a
150 basis point reduction in the federal funds rate that occurred
 
in March 2020 and changes in our asset mix due to the
significant increase in customer deposits.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35
The cost of total interest-bearing liabilities decreased 34
 
basis points in the first quarter of 2021 from the first quarter of
2020 to 0.44%.
 
The net decrease in our funding costs was primarily due to lower
 
prevailing market interest rates.
 
Such
costs declined less than the declines in rates earned on our interest
 
earning assets.
 
The Company continues to deploy various asset liability management
 
strategies to manage its risk to interest rate
fluctuations. The Company’s net
 
interest margin could continue to experience pressure due
 
to reduced earning asset yields
and increased competition for quality loan opportunities.
 
Provision for Loan Losses
 
The provision for loan losses represents a charge to earnings necessary
 
to provide an allowance for loan losses that
management believes, based on its processes and estimates,
 
should be adequate to provide for the probable losses on
outstanding loans.
 
There was no provision for loan losses for the first quarter
 
of 2021, compared to $0.4 million in
provision for loan losses for the first quarter of 2020.
 
The provision for loan losses during the first quarter of 2020
 
was
related to changes in economic conditions and portfolio trends
 
driven by the impact of COVID-19 and resulting adverse
economic conditions,
 
including higher unemployment in our primary market area.
 
The provision for loan losses is based
upon various factors, including the absolute level of loans, loan
 
growth, the credit quality,
 
and the amount of net charge-
offs or recoveries.
 
Based upon its assessment of the loan portfolio, management
 
adjusts the allowance for loan losses to an amount it believes
should be appropriate to adequately cover its estimate of probable
 
losses in the loan portfolio. The Company’s
 
allowance
for loan losses as a percentage of total loans was 1.23%
 
at March 31, 2021, compared to 1.22% at December 31,
 
2020.
 
At
March 31, 2021,
 
the Company’s allowance for loan losses was
 
1.31%
 
of total loans, excluding PPP loans, which are
guaranteed by the SBA.
 
While the policies and procedures used to estimate the allowance
 
for loan losses, as well as the
resulting provision for loan losses charged to operations,
 
are considered adequate by management and are reviewed from
time to time by our regulators, they are based on estimates and
 
judgments and are therefore approximate and imprecise.
Factors beyond our control (such as conditions in the local and
 
national economy, local
 
real estate markets, or industries)
may have a material adverse effect on our asset quality and
 
the adequacy of our allowance for loan losses resulting in
significant increases in the provision for loan losses.
 
Noninterest Income
Quarter ended March 31,
(Dollars in thousands)
2021
2020
Service charges on deposit accounts
$
132
$
172
Mortgage lending income
549
230
Bank-owned life insurance
103
398
Securities gains, net
 
6
Other
398
429
Total noninterest income
$
1,182
$
1,235
 
The decrease in service charges on deposit accounts
 
was driven by a decline in consumer spending activity as a result of
 
the
COVID-19 pandemic.
 
 
The Company’s income from mortgage
 
lending was primarily attributable to the (1) origination and sale of new
 
mortgage
loans and (2) servicing of mortgage loans. Origination income, net, is
 
comprised of gains or losses from the sale of the
mortgage loans originated, origination fees, underwriting fees,
 
and other fees associated with the origination of loans,
which are netted against the commission expense associated with these
 
originations. The Company’s normal
 
practice is to
originate mortgage loans for sale in the secondary market and
 
to either sell or retain the associated MSRs when the loan is
sold.
 
 
MSRs are recognized based on the fair value of the servicing
 
right on the date the corresponding mortgage loan is sold.
 
Subsequent to the date of transfer, the Company
 
has elected to measure its MSRs under the amortization method.
 
Servicing
fee income is reported net of any related amortization expense.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
36
The Company evaluates MSRs for impairment on a quarterly basis.
 
Impairment is determined by grouping MSRs by
common predominant characteristics, such as interest rate and loan
 
type.
 
If the aggregate carrying amount of a particular
group of MSRs exceeds the group’s aggregate
 
fair value, a valuation allowance for that group is established.
 
The valuation
allowance is adjusted as the fair value changes.
 
An increase in mortgage interest rates typically results in
 
an increase in the
fair value of the MSRs while a decrease in mortgage interest rates
 
typically results in a decrease in the fair value of MSRs.
 
 
The following table presents a breakdown of the Company’s
 
mortgage lending income.
 
Quarter ended March 31,
(Dollars in thousands)
2021
2020
Origination income, net
$
537
$
163
Servicing fees, net
12
67
Total mortgage lending income
$
549
$
230
 
The increase in mortgage lending income was primarily due to
 
an increase in mortgage refinance activity.
 
The Company’s
income from mortgage lending typically fluctuates as mortgage
 
interest rates change and is primarily attributable to the
origination and sale of new mortgage loans.
 
The increase in mortgage lending income was partially offset
 
by a decrease in
servicing fees, net of related amortization expense as prepayment
 
speeds increased in the first quarter of 2021, resulting in
increased amortization expense.
 
Income from bank-owned life insurance decreased primarily due to
 
$0.3 million in non-taxable death benefits received in
the first quarter of 2020. The assets that support these policies
 
are administered by the life insurance carriers and the income
we receive (i.e., increases or decreases in the cash surrender
 
value of the policies and death benefits received) on these
policies is dependent upon the returns the insurance carriers are
 
able to earn on the underlying investments that support
these policies. Earnings on these policies are generally not taxable.
 
Noninterest Expense
Quarter ended March 31,
(Dollars in thousands)
2021
2020
Salaries and benefits
$
2,851
$
2,831
Net occupancy and equipment
438
597
Professional fees
256
258
Other
1,145
1,170
Total noninterest expense
$
4,690
$
4,856
 
The decrease in net occupancy and equipment expense was primarily
 
due to a reduction of $0.2 million in various expenses
related to the redevelopment of the Company’s
 
headquarters in downtown Auburn.
 
Income Tax
 
Expense
 
 
Income tax expense was $0.4 million for the first quarter of 2021
 
and 2020,
 
respectively, reflecting an effective
 
tax rate of
17.41% and 17.80%, respectively.
 
 
BALANCE SHEET ANALYSIS
 
Securities
 
 
Securities available-for-sale were $3
 
59.6 million at March 31, 2021 compared to $335.2 million at December 31,
 
2020.
 
This increase reflects an increase in the amortized cost basis
 
of securities available-for-sale of $31.3 million, and
 
a decrease
of $6.9 million in the fair value of securities available-for-sale.
 
The increase in the amortized cost basis of securities
available-for-sale was primarily attributable to management
 
allocating more funding to the investment portfolio following
the significant increase in customer deposits.
 
The decrease in the fair value of securities was primarily due
 
to an increase in
long-term interest rates.
 
The average annualized tax-equivalent yields earned on total
 
securities were 1.75%
 
in 2021 and
2.63%
 
in 2020.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37
Loans
2021
2020
First
Fourth
Third
Second
First
(In thousands)
Quarter
Quarter
Quarter
Quarter
Quarter
Commercial and industrial
$
88,687
82,585
98,244
87,754
56,447
Construction and land development
30,332
33,514
31,651
32,967
32,302
Commercial real estate
254,731
255,136
250,992
250,588
256,099
Residential real estate
82,848
84,154
85,054
85,825
91,010
Consumer installment
6,524
7,099
7,731
8,631
8,424
Total loans
463,122
462,488
473,672
465,765
444,282
Less:
 
unearned income
(1,243)
(788)
(1,219)
(1,491)
(414)
Loans, net of unearned income
$
461,879
461,700
472,453
464,274
443,868
 
Total loans, net of unearned
 
income, were $461.9 million at March 31, 2021,
 
an increase of $0.2 million from $461.7
million at December 31, 2020.
 
Excluding PPP loans, total loans net of unearned income, were
 
$433.2 million, a decrease
of $9.5 million, or 2% from $442.7 million at December 31, 2020
 
.
 
This decrease was primarily due to a decrease in
commercial and industrial loans, excluding PPP loans, commercial
 
and land development loans and residential real estate
loans of $3.6 million, $3.2 million and $1.3 million, respectively,
 
as lower rates increased refinance activity and payoffs
 
.
 
Four loan categories represented the majority of the loan portfolio
 
at March 31, 2021: commercial real estate (55%),
residential real estate (18%), commercial and industrial (19%) and
 
construction and land development (7%).
 
Approximately 20% of the Company’s
 
commercial real estate loans were classified as owner
 
-occupied at March 31, 2021.
 
Within the residential real estate portfolio
 
segment, the Company had junior lien mortgages of approximately $8.2
 
million,
or 2% of total loans, at March 31, 2021, compared to $8.7
 
million, or 2% of total loans, at December 31, 2020.
 
For
residential real estate mortgage loans with a consumer purpose,
 
the Company had no loans that required interest-only
payments at March 31, 2021 and December 31, 2020.
 
The Company’s residential real
 
estate mortgage portfolio does not
include any option ARM loans, subprime loans, or any mater
 
ial amount of other high-risk consumer mortgage products.
 
 
The average yield earned on loans and loans held for sale was 4.50
 
%
 
in the first quarter of 2021 and 4.81% in the first
quarter of 2020.
 
 
The specific economic and credit risks associated with our loan portfolio
 
include, but are not limited to, the effects of
current economic conditions, including the COVID-19 pandemic’s
 
effects, on our borrowers’ cash flows, real
 
estate market
sales volumes, valuations, availability and cost of financing properties,
 
real estate industry concentrations, competitive
pressures from a wide range of other lenders, deterioration in certain
 
credits, interest rate fluctuations, reduced collateral
values or non-existent collateral, title defects, inaccurate appraisals,
 
financial deterioration of borrowers, fraud, and any
violation of applicable laws and regulations.
 
 
The Company attempts to reduce these economic and credit
 
risks through its loan-to-value guidelines for collateralized
loans, investigating the creditworthiness of borrowers and monitoring borrowers’
 
financial position. Also, we have
established and periodically review,
 
lending policies and procedures. Banking regulations limit a
 
bank’s credit exposure
 
by
prohibiting unsecured loan relationships that exceed 10% of its
 
capital; or 20% of capital, if loans in excess of 10% of
capital are fully secured. Under these regulations, we are prohibited
 
from having secured loan relationships in excess of
approximately $20.6 million.
 
Furthermore, we have an internal limit for aggregate credit
 
exposure (loans outstanding plus
unfunded commitments) to a single borrower of $18.5
 
million. Our loan policy requires that the Loan Committee of the