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AMES NATIONAL CORP - Annual Report: 2019 (Form 10-K)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-K

 

(Mark One)

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

 

For the Fiscal Year Ended December 31, 2019

or

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

 

For the transition period from _________________ to ________________

 

Commission File Number 0-32637

 


 

AMES NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

   IOWA   42-1039071  
  (State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.)  
         
         
  405 5TH STREET, AMES, IOWA   50010  
  (Address of principal executive offices)   (Zip Code)  

 

(515) 232-6251

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $2.00 par value   ATLO   The NASDAQ Capital Market

 

Securities registered pursuant to Section 12(g) of the Exchange Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T 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 definition of “accelerated filer, large accelerated filer, a smaller reporting company and an emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐

 

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

 

As of June 28, 2019, the aggregate market value of voting stock held by non-affiliates of the registrant, based upon the closing sale price for the registrant’s common stock in the NASDAQ Capital Market, was $246,196,346.

 

The number of shares outstanding of the registrant’s common stock on February 27, 2020, was 9,222,747.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitive proxy statement, as filed with the Securities and Exchange Commission on or about March 10, 2020, are incorporated by reference into Part III of this Form 10-K.

 

 

 

 

 

TABLE OF CONTENTS

 

Part I

   
     

Item 1.

Business

3

Item 1A.

Risk Factors

13

Item 1B.

Unresolved Staff Comments

20

Item 2.

Properties

20

Item 3.

Legal Proceedings

21

Item 4.

Mine Safety Disclosures

21

     

Part II

   
     

Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

21

Item 6.

Selected Financial Data

22

Item 7.

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

23

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

47

Item 8.

Financial Statements and Supplementary Data

48

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

91

Item 9A.

Controls and Procedures

91

Item 9B.

Other Information

91

     

Part III

   
     

Item 10.

Directors, Executive Officers and Corporate Governance

91

Item 11.

Executive Compensation

92

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

92

Item 13.

Certain Relationships and Related Transactions and Director Independence

92

Item 14.

Principal Accountant Fees and Services

92

     

Part IV

   
     

Item 15.

Exhibits and Financial Statement Schedules

92

 

 

 

 

PART I

 

ITEM 1. BUSINESS 

 

General

 

Ames National Corporation (the "Company") is an Iowa corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company owns 100% of the stock of six banking subsidiaries consisting of two national banks and four state-chartered banks, as described below. All of the Company’s operations are conducted in the State of Iowa and primarily within the central, north-central and south-central Iowa counties of Boone, Clarke, Hancock, Marshall, Polk, Story and Union where the Company’s banking subsidiaries are located. The Company does not engage in any material business activities apart from its ownership of its banking subsidiaries and the management of its own investment and loan portfolios. The principal executive offices of the Company are located at 405 5th Street, Ames, Iowa 50010. The Company’s telephone number is (515) 232-6251 and website address is www.amesnational.com.

 

The Company was organized and incorporated on January 21, 1975 under the laws of the State of Iowa to serve as a holding company for its principal banking subsidiary, First National Bank, Ames, Iowa ("First National") located in Ames, Iowa. In 1983, the Company acquired the stock of State Bank & Trust Co. ("State Bank") located in Nevada, Iowa; in 1991, the Company, through a newly-chartered state bank known as Boone Bank & Trust Co. ("Boone Bank"), acquired certain assets and assumed certain liabilities of the former Boone State Bank & Trust Company located in Boone, Iowa; in 1995, the Company acquired the stock of Reliance State Bank, (”Reliance Bank”) located in Story City, Iowa; in 2002, the Company chartered and commenced operations of a new national banking organization, United Bank & Trust NA (“United Bank”), located in Marshalltown, Iowa; and in 2019, the Company acquired the stock of Iowa State Savings Bank (“Iowa State Bank”) located in Creston, Iowa. First National, State Bank, Boone Bank, Reliance Bank, United Bank and Iowa State Bank are each operated as a wholly-owned subsidiary of the Company. These six financial institutions are referred to in this Form 10-K collectively as the “Banks” and individually as a “Bank”.

 

The principal sources of Company revenue are: (i) interest and fees earned on loans made or held by the Company and Banks; (ii) interest on investments, primarily on bonds, held by the Banks; (iii) fees on wealth management services; (iv) service charges on deposit accounts maintained at the Banks; (v) merchant and card fees; (vi) gain on the sale of loans; and (vii) securities gains. The Company’s principal expenses are: (i) interest expense on deposit accounts and other borrowings; (ii) salaries and employee benefits; (iii) data processing costs primarily associated with maintaining the Banks’ loan and deposit functions; (iv) occupancy expenses for maintaining the Banks’ facilities; (v) professional fees; and (vi) business development. The largest component contributing to the Company’s net income is net interest income, which is the difference between interest earned on earning assets (primarily loans and investments) and interest paid on interest bearing liabilities (primarily deposit accounts and other borrowings). One of management’s principal functions is to manage the spread between interest earned on earning assets and interest paid on interest bearing liabilities in an effort to maximize net interest income while maintaining an appropriate level of interest rate risk.

 

The Banks’ lending activities consist primarily of short-term and medium-term commercial and agricultural real estate loans, residential real estate loans, agricultural and business operating loans and lines of credit, equipment loans, vehicle loans, personal loans and lines of credit, home improvement loans and origination of mortgage loans for sale into the secondary market. The Banks also offer a variety of checking, savings and time deposits, cash management services, merchant credit card processing, safe deposit boxes, wire transfers, direct deposit of payroll and social security checks and automated/video teller machine access. Five of the six Banks also offer trust services, which includes wealth management services.

 

The Company provides various services to the Banks which include, but are not limited to, management assistance, internal auditing services, human resources services and administration, compliance management, marketing assistance and coordination, loan review, support with respect to computer systems and related procedures, financial reporting, property appraisals, training and the coordination of management activities.

 

Banking Subsidiaries

 

First National Bank, Ames, Iowa. First National is a nationally-chartered, commercial bank insured by the FDIC. It was organized in 1903 and became a wholly owned subsidiary of the Company in 1975 through a bank holding company reorganization whereby the then shareholders of First National exchanged all of their First National stock for stock in the Company. In 2014, First National completed the purchase of a bank with offices in West Des Moines and Johnston, Iowa. In 2018, First National completed the purchase of a bank with offices located in Osceola and Murray, Iowa (the “Clarke County Acquisition”). First National provides full-service banking to businesses and residents within the Ames community through its three Ames offices; the Greater Des Moines area through its four offices located in Ankeny, Johnston, and West Des Moines; and South Central Iowa through its three offices in Osceola and Murray. It provides a variety of products and services designed to meet the needs of the markets it serves. It has an experienced staff of bank officers including many who have spent the majority of their banking careers with First National and who emphasize long-term customer relationships.

 

 

As of December 31, 2019, First National had capital of $89,099,000 and 133 full-time equivalent employees. Full-time equivalents represent the number of people a business would employ if all its employees were employed on a full-time basis. It is calculated by dividing the total number of hours worked by all full and part-time employees by the number of hours a full-time individual would work for a given period of time. First National had net income for the years ended December 31, 2019 and 2018 of approximately $10,280,000 and $9,036,000, respectively. Total assets as of December 31, 2019 and 2018 were approximately $913,271,000 and $841,750,000, respectively.

 

State Bank & Trust Co., Nevada, Iowa. State Bank is an Iowa, state-chartered, FDIC insured commercial bank. State Bank was acquired by the Company in 1983 through a stock transaction whereby the then shareholders of State Bank exchanged all their State Bank stock for stock in the Company. State Bank was organized in 1939 and provides full-service banking to businesses and residents within the Nevada area from its Nevada location. It has a strong presence in agricultural, commercial and residential real estate lending.

 

As of December 31, 2019, State Bank had capital of $15,561,000 and 20 full-time equivalent employees. State Bank had net income for the years ended December 31, 2019 and 2018 of approximately $2,069,000 and $2,526,000, respectively. Total assets as of December 31, 2019 and 2018 were approximately $159,246,000 and $162,974,000, respectively.

 

Boone Bank & Trust Co., Boone, Iowa. Boone Bank is an Iowa, state-chartered, FDIC insured commercial bank. Boone Bank was organized in 1992 by the Company under a new state charter in connection with a purchase and assumption transaction whereby Boone Bank purchased certain assets and assumed certain liabilities of the former Boone State Bank & Trust Company in exchange for a cash payment. It provides full service banking to businesses and residents within the Boone community and surrounding area. It is actively engaged in agricultural, consumer and commercial lending, including real estate, operating and equipment loans. It conducts business from its main office and a full service office, both located in Boone.

 

As of December 31, 2019, Boone Bank had capital of $13,708,000 and 22 full-time equivalent employees. Boone Bank had net income for the years ended December 31, 2019 and 2018 of approximately $1,502,000 and $1,655,000, respectively. Total assets as of December 31, 2019 and 2018 were approximately $134,688,000 and $125,631,000, respectively.

 

Reliance State Bank, Story City, Iowa. Reliance Bank is an Iowa, state-chartered, FDIC insured commercial bank. Reliance Bank was organized in 1928. Reliance Bank was acquired by the Company in 1995 through a stock transaction whereby the then shareholders of Reliance Bank exchanged all their Reliance Bank stock for stock in the Company. In 2012, Reliance Bank completed the purchase of a bank office of Liberty Bank, F.S.B. located in Garner, Iowa.   Reliance Bank provides full banking services to businesses and residents within the Story City and Garner communities and surrounding areas. While its primary emphasis is in agricultural lending, Reliance Bank also provides the traditional lending services typically offered by community banks. It conducts business from its main office located in Story City and a full service office located in Garner.

 

As of December 31, 2019, Reliance Bank had capital of $27,482,000 and 32 full-time equivalent employees. Reliance Bank had net income for the years ended December 31, 2019 and 2018 of approximately $2,750,000 and $3,095,000, respectively. Total assets as of December 31, 2019 and 2018 were approximately $229,907,000 and $226,265,000, respectively.

 

United Bank & Trust NA, Marshalltown, Iowa. United Bank is a nationally-chartered, commercial bank insured by the FDIC. It was chartered in 2002 and offers a broad range of deposit and loan products, as well as wealth management services to customers located in the Marshalltown and surrounding Marshall County area. It conducts business from its main office and a full service office, both located in Marshalltown.

 

As of December 31, 2019, United Bank had capital of $10,330,000 and 21 full-time equivalent employees. United Bank had net income for the years ended December 31, 2019 and 2018 of approximately $930,000 and $1,082,000, respectively. Total assets as of December 31, 2019 and 2018 were approximately $100,443,000 and $108,222,000, respectively.

 

Iowa State Savings Bank, Creston, Iowa. Iowa State Bank is an Iowa, state-chartered, FDIC insured commercial bank. Iowa State Bank was organized in 1883. Iowa State Bank was acquired by the Company in 2019 through a stock transaction for cash (“Iowa State Bank Acquisition”).   Iowa State Bank provides full banking services to businesses and residents within Creston, Iowa and the surrounding areas. While its primary emphasis is in agricultural lending, Iowa State Bank also provides the traditional lending services typically offered by community banks. It conducts business from its main office located in Creston and full service offices located in Creston, Lennox and Corning. The Diagonal office is a deposit service office only.

 

As of December 31, 2019, Iowa State Bank had capital of $24,323,000 and 38 full-time equivalent employees. Iowa State Bank had net income for the period from October 25, 2019 through December 31, 2019 of approximately $303,000. Total assets as of December 31, 2019 were approximately $215,407,000.

 

 

Business Strategy and Operations

 

As a multi-bank holding company for six community banks, the Company emphasizes strong personal relationships to provide products and services that meet the needs of the Banks’ customers. The Company seeks to achieve growth and maintain a strong return on equity. To accomplish these goals, the Banks focus on small-to-medium size businesses that traditionally wish to develop an exclusive relationship with a single bank. The Banks, individually and collectively, have the size to give the personal attention required by business owners, in addition to the credit expertise to help businesses meet their goals.

 

The Banks offer a full range of deposit services that are typically available in most financial institutions, including checking accounts, savings accounts and time deposits of various types, ranging from money market accounts to longer-term certificates of deposit. One major goal in developing the Banks' product mix is to keep the product offerings as simple as possible, both in terms of the number of products and the features and benefits of the individual services. The transaction accounts and time certificates are tailored to each Bank's principal market area at rates competitive in that Bank’s market. In addition, retirement accounts such as IRAs (Individual Retirement Accounts) are available. The FDIC insures all deposit accounts up to the maximum amount. The Banks solicit these accounts from small-to-medium sized businesses in their respective primary trade areas, from individuals who live and/or work within these areas, and from public entities within these areas. No material portion of the Banks' deposits has been obtained from a single person or from a few persons. Therefore, the Company does not believe that the loss of the deposits of any person or of a few persons would have an adverse effect on the Banks' operations or erode their deposit base.

 

Loans are provided to creditworthy borrowers regardless of their race, color, national origin, religion, sex, age, marital status, disability, receipt of public assistance or any other basis prohibited by law. The Banks intend to fulfill this commitment while maintaining prudent credit standards. In the course of fulfilling this obligation to meet the credit needs of the communities which they serve, the Banks give consideration to each credit application regardless of the fact that the applicant may reside in a low to moderate income neighborhood, and without regard to the geographic location of the residence, property or business within their market areas.

 

The Banks provide innovative, quality financial services, such as: Online Management, Mobile Banking, Private Banking and Wealth Management that meet the evolving banking needs of their customers and communities. The loan programs and acceptance of certain loans may vary from time-to-time depending on the funds available and regulations governing the banking industry. The Banks offer all basic types of credit to their local communities and surrounding rural areas, including commercial, agricultural and consumer loans. The types of loans within these categories are as follows:

 

Commercial Loans. Commercial loans are typically made to sole proprietors, partnerships, corporations, limited liability companies and other business entities including municipalities where the loan is to be used primarily for business purposes. These loans are typically secured by assets owned by the borrower and often times involve personal guarantees given by the owners of the business. Approximately 49% of the loan portfolio consists of loans made for commercial purposes.

 

The types of loans the Banks offer include:

 

 

operating and working capital loans

 

loans to finance equipment and other capital purchases

 

commercial real estate loans

 

business lines of credit

 

term loans

 

loans to professionals

 

financing guaranteed under Small Business Administration programs

 

letters of credit

 

Agricultural Loans. The Banks, by virtue of their location in central, north-central and south-central Iowa, are directly and indirectly involved in agriculture and agri-business lending. This includes short-term seasonal lending associated with cyclical crop and livestock production, intermediate term lending for machinery, equipment and breeding stock acquisition and long-term real estate lending. These loans are typically secured by the crops, livestock, equipment or real estate being financed. The basic tenets of the Banks' agricultural lending philosophy are strong, positive cash flows, adequate collateral positions, and sufficient liquidity to withstand short-term negative impacts if necessary. Applicable governmental subsidies and affiliated programs are utilized if warranted to accomplish these parameters. Approximately 26% of the loan portfolio consists of loans made for agricultural purposes.

 

 

Consumer Loans. Consumer loans are typically available to finance home improvements and consumer purchases, such as automobiles, household furnishings and boats. These loans are made on both a secured and an unsecured basis. Approximately 2% of the loan portfolio consists of loans made for consumer purposes. The following types of consumer loans are available:

 

 

automobiles and trucks

 

boats and recreational vehicles

 

personal loans and lines of credit

 

home equity lines of credit

 

home improvement and rehabilitation loans

 

consumer real estate loans

 

Other types of credit programs, such as loans to nonprofit organizations, to public entities, for community development and to other governmental programs also are available.

 

First National, Boone Bank, State Bank, United Bank and Iowa State Bank offer wealth management services typically found in a commercial bank with trust powers, including the administration of estates, conservatorships, personal and corporate trusts and agency accounts. Assets under management amount to $293.1 million and $271.7 million as of December 31, 2019 and 2018, respectively. The Banks also provide farm management, investment and custodial services for individuals, businesses and non-profit organizations.

 

The Banks earn income from the origination and referral of residential mortgages that are sold in the secondary real estate market without retaining the mortgage servicing rights.

 

The Banks offer traditional banking services, such as safe deposit boxes, wire transfers, direct deposit of payroll and social security checks, automated/video teller machine access and automatic drafts (ACH) for various accounts.

 

Lending Credit Management

 

The Company strives to achieve sound credit risk management. In order to achieve this goal, the Company has established uniform credit policies and underwriting criteria for the Banks’ loan portfolios. The Banks diversify the types of loans offered and are subject to regular credit examinations, annual internal audits and annual review of large loans, as well as quarterly reviews of loans experiencing deterioration in credit quality. The Company attempts to identify potential problem loans early, charges off loans promptly and maintain an adequate allowance for loan losses. The Company has established credit guidelines for the Banks’ lending portfolios which include guidelines relating to the more commonly requested loan types, as follows:

 

Commercial Real Estate Loans - Commercial real estate loans, including agricultural real estate loans, are normally based on loan to appraisal value ratios that do not exceed 80% and secured by a first priority lien position. Loans are typically subject to interest rate adjustments no less frequently than 5 years from origination. Fully amortized monthly repayment terms normally do not exceed twenty five years. Projections and cash flows that show ability to service debt within the amortization period are required. Property and casualty insurance is required to protect the Banks’ collateral interests. Commercial and agricultural real estate loans represent approximately 56% of the loan portfolio. Major risk factors for commercial real estate loans, as well as the other loan types described below, include a geographic concentration in central Iowa; the dependence of the local economy upon several large governmental entities, including Iowa State University and the Iowa Department of Transportation; and the health of Iowa’s agricultural sector that is heavily dependent on commodity prices, weather conditions, government programs and trade policies.

 

Commercial and Agricultural Operating Lines - These loans are typically made to businesses and farm operations with terms up to twelve months. The credit needs are generally seasonal with the source of repayment coming from the entity’s normal business cycle. Cash flow reviews are completed to establish the ability to service the debt within the terms of the loan. A first priority lien on the general assets of the business normally secures these types of loans. Loan-to-value limits vary and are dependent upon the nature and type of the underlying collateral and the financial strength of the borrower. Crop and hail insurance is required for most agricultural borrowers. Loans are generally guaranteed by the principal(s).

 

Commercial and Agricultural Term Loans – These loans are made to businesses and farm operations to finance equipment, breeding stock and other capital expenditures. Terms are generally the lesser of five years or the useful life of the asset. Term loans are normally secured by the asset being financed and are often additionally secured with the general assets of the business. Loan to value is generally 75% of the cost or value of the assets. Loans are normally guaranteed by the principal(s). Commercial and agricultural operating and term loans represent approximately 18% of the loan portfolio.

 

 

Residential First Mortgage Loans – Proceeds of these loans are used to buy or refinance the purchase of residential real estate with the loan secured by a first lien on the real estate. Most of the residential mortgage loans originated by the Banks (including servicing rights) are sold in the secondary mortgage market due to the higher interest rate risk inherent in the 15 and 30 year fixed rate terms consumers prefer. Loans that are originated and not sold in the secondary market generally have fixed rates of up to fifteen years. The maximum amortization of first mortgage residential real estate loans is 30 years. First mortgage residential loans are also referred to an unaffilitated company that originates these loans in exchange for a fee. The loan-to-value ratios normally do not exceed 90% without credit enhancements such as mortgage insurance. Property insurance is required on all loans to protect the Banks’ collateral position. Loans secured by one to four family residential properties, home equity term loans and home equity lines of credit represent approximately 19% of the loan portfolio.

 

Home Equity Term Loans – These loans are normally for the purpose of home improvement or other consumer purposes and are secured by a junior mortgage on residential real estate. Loan-to-value ratios normally do not exceed 90% of market value.

 

Home Equity Lines of Credit - The Banks offer a home equity line of credit generally with a maximum term of 60 months. These loans are secured by a junior mortgage on the residential real estate and normally do not exceed a loan-to-market value ratio of 90% with the interest adjusted quarterly.

 

Consumer Loans – Consumer loans are normally made to consumers under the following guidelines. Automobiles - loans on new and used automobiles generally will not exceed 90% and 75% of the value, respectively. Recreational vehicles and boats will not exceed 90% and 66% of the value, respectively. Each of these loans is secured by a first priority lien on the assets and requires insurance to protect the Banks’ collateral position. Unsecured - Terms for unsecured loans generally does not exceed 12 months. Consumer and other loans represent approximately 2% of the loan portfolio.

 

Investments available-for-sale

 

The investment policy of the Company generally is to invest funds among various categories of investments and maturities based upon the Company’s need for liquidity, to achieve the proper balance between its desire to minimize risk and maximize yield, and to fulfill the Company’s asset/liability management policies.  The Company’s investment portfolios are managed in accordance with a written investment policy adopted by the Board of Directors.  It is the Company’s general policy to purchase investment securities which are U.S. Government securities, U.S. government agency, state and local government obligations, corporate debt securities and overnight federal funds.

 

Employees

 

At December 31, 2019, the Banks had a total of 266 full-time equivalent employees and the Company had an additional 16 full-time employees. The Company and Banks provide their employees with a comprehensive program of benefits, including comprehensive medical, vision and dental plans, long-term and short-term disability coverage, and a 401(k) profit sharing plan. Management considers its relations with employees to be satisfactory. Unions represent none of the employees.

 

Market Area

 

The Company operates six commercial banks with locations in Adams, Boone, Clarke, Hancock, Marshall, Polk, Ringgold, Story, Taylor and Union Counties in central, north-central and south-central Iowa that all offer a full line of business and consumer loan and retail and commercial deposit services. All banks, but Reliance Bank, offer wealth management services.

 

First National is headquartered in Ames, Iowa with a population of 67,154. The major employers are Iowa State University, Ames Laboratory, Iowa Department of Transportation, Mary Greeley Medical Center, Ames Community Schools, City of Ames, Danfoss and McFarland Clinic. First National maintains four offices in the Des Moines metro area with a population of approximately 682,000. The major employers in the Des Moines metro market are State of Iowa, Principal Financial Group, Wells Fargo, UnityPoint Health, Mercy Medical Center, Nationwide Insurance, Corteva Agriscience, Hy-Vee Food Corp and John Deere.  First National maintains three offices in Clarke County Iowa with a population of approximately 9,423. Osceola is the county seat of Clarke county. The major employers in Clarke County are Hormel Foods, Miller Products Co., SIMCO Drilling Equipment, Inc., Clarke County Hospital, Lakeside Casino, Paul Mueller Company and Boyt Harness Company. First National has a small exposure to agricultural lending.

 

Boone Bank is located in Boone, Iowa with a population of 12,470. Boone is the county seat of Boone County. The major employers are Fareway Stores, Inc., Iowa National Guard, Union Pacific Railroad, Boone County Hospital and CDS Global. Boone Bank provides lending services to the agriculture, commercial and real estate markets.

 

State Bank is located in Nevada, Iowa with a population of 6,751. Nevada is the county seat of Story County. The major employers are Story County Medical Center, Mid-American Manufacturing, Mid-States Millwright & Builders, Inc., Burke Corporation and Almaco. State Bank provides various types of loans with a major agricultural presence.

 

 

Reliance Bank is headquartered in Story City, Iowa with a population of 3,370.  The major employers in the Story City area are Bethany Manor, American Packaging, M.H. Eby, Inc. and Record Printing.  The Bank also maintains an office in Garner, Iowa with a population of 3,036.  Garner is the county seat of Hancock County. The major employers in the Garner area are Iowa Mold & Tooling and Stellar Industries.  All locations are in agricultural areas and the Bank has a strong presence in this type of lending. 

 

United Bank is located in Marshalltown, Iowa with a population of 27,068. The major employers are Iowa Veterans Home, Marshalltown School District, JBS Swift & Co., Emerson Process Management/Fisher Division, Lennox Industries and UnityPoint Health. Marshalltown is the county seat of Marshall County. Loan services include primarily commercial and consumer types of credit including operating lines, equipment loans, automobile financing and real estate loans.

 

Iowa State Bank is headquartered in Union County in Creston, Iowa with a population of 7,788. Iowa State Bank also has offices in three counties adjacent to Union County. The major employers are Bunn-O-Matic Corporation, Wellman Dynamics Corporation, Southwestern Community College, Greater Regional Medical Center and Michael Foods, Inc. Creston is the county seat of Union County. All locations are in agricultural areas and the Bank has a strong presence in this type of lending. 

 

Competition

 

The geographic market area served by the Banks is highly competitive with respect to both loans and deposits. The Banks compete principally with other commercial banks, savings and loan associations, credit unions, mortgage companies, finance divisions of auto and farm equipment companies, agricultural suppliers and other financial service providers. Some of these competitors are local, while others are statewide or nationwide. The major commercial bank competitors include Great Western Bank, U.S. Bank National Association and Wells Fargo Bank, each of which maintains an office or offices within the Banks’ primary central Iowa trade areas. Among the advantages such larger banks have are their ability to finance extensive advertising campaigns and to allocate their investment assets to geographic regions of higher yield and demand. These larger banking organizations have much higher legal lending limits than the Banks and thus are better able to finance large regional, national and global commercial customers.

 

In order to compete with the other financial institutions in their primary trade areas, the Banks use, to the fullest extent possible, the flexibility which is accorded by independent status. This includes an emphasis on specialized services, local promotional activity and personal contacts by the Banks' officers, directors and employees. In particular, the Banks compete for deposits principally by offering depositors a wide variety of deposit programs, convenient office locations, hours and other services. The Banks compete for loans primarily by offering competitive interest rates, experienced local lending personnel and quality products and services.

 

As of December 31, 2019, there were 53 FDIC insured institutions having approximately 122 locations within Adams, Boone, Clarke, Hancock, Marshall, Polk, Story, Taylor and Union County, Iowa where the Banks' offices are located. First National, State Bank and Reliance Bank together have the largest percentage of deposits in Story County. Boone Bank has the largest percentage of deposits in Boone County and Reliance Bank has the largest percentage of deposits in Hancock County.

 

The Banks also compete with the financial markets for funds. Yields on corporate and government debt securities and commercial paper affect the ability of commercial banks to attract and hold deposits. Commercial banks also compete for funds with equity, money market, and insurance products offered by brokerage and insurance companies. This competitive trend will likely continue in the future.

 

The Company anticipates bank competition will continue to change materially over the next several years as more financial institutions, including the major regional and national banks, continue to consolidate. Credit unions, which are not subject to income taxes, have a significant competitive advantage and provide additional competition in the Company’s local markets.

 

Supervision and Regulation

 

The following discussion refers to certain statutes and regulations affecting the banking industry in general. These references provide brief summaries and therefore do not purport to be complete and are qualified in their entirety by reference to those statutes and regulations. In addition, due to the numerous statutes and regulations that apply to and regulate the banking industry, many are not referenced below.

 

The Company and the Banks are subject to extensive federal and state regulation and supervision. Regulation and supervision of financial institutions is primarily intended to protect depositors and the FDIC rather than shareholders of the Company. The laws and regulations affecting banks and bank holding companies have changed significantly over recent years. There is reason to expect that similar changes may continue in the future. Any change in applicable laws, regulations or regulatory policies may have a material effect on the business, operations and prospects of the Company. The Company is unable to predict the nature or the extent of the effects on its business and earnings that any fiscal or monetary policies or new federal or state legislation may have in the future.

 

 

The Company

 

The Company is a bank holding company by virtue of its ownership of the Banks, and is registered as such with the Board of Governors of the Federal Reserve System (the "Federal Reserve"). The Company is subject to regulation under the Bank Holding Company Act of 1956, as amended (the "BHCA"), which subjects the Company and the Banks to supervision and examination by the Federal Reserve. Under the BHCA, the Company files with the Federal Reserve annual reports of its operations and such additional information as the Federal Reserve may require.

 

Source of Strength to the Banks. The Federal Reserve takes the position that a bank holding company is required to serve as a source of financial and managerial strength to its subsidiary banks and may not conduct its operations in an unsafe or unsound manner. In addition, it is the Federal Reserve's position that in serving as a source of strength to its subsidiary banks, bank holding companies should use available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity. It should also maintain the financial flexibility and capital raising capacity to obtain additional resources for providing assistance to its subsidiary banks. A bank holding company's failure to meet its obligation or to serve as a source of strength to its subsidiary banks, will generally be considered by the Federal Reserve to be an unsafe and unsound banking practice, or a violation of the Federal Reserve's regulations, or both.

 

Federal Reserve Approval. Bank holding companies must obtain the approval of the Federal Reserve before they: (i) acquire direct or indirect ownership or control of any voting stock of any bank if, after such acquisition, they would own or control, directly or indirectly, more than 5% of the voting stock of such bank; (ii) merge or consolidate with another bank holding company; or (iii) acquire substantially all of the assets of any additional banks.

 

Non-Banking Activities. With certain exceptions, the BHCA also prohibits bank holding companies from acquiring direct or indirect ownership or control of voting stock in any company other than a bank or a bank holding company unless the Federal Reserve finds the company's business to be incidental to the business of banking. When making this determination, the Federal Reserve in part considers whether allowing a bank holding company to engage in those activities would offer advantages to the public that would outweigh possible adverse effects. A bank holding company may engage in permissible non-banking activities on a de novo basis, if the holding company meets certain criteria and notifies the Federal Reserve within ten (10) business days after the activity has commenced.

 

Financial Holding Company. Under the Financial Services Modernization Act, eligible bank holding companies may elect (with the approval of the Federal Reserve) to become a "financial holding company." Financial holding companies are permitted to engage in certain financial activities through affiliates that had previously been prohibited activities for bank holding companies. Such financial activities include securities and insurance underwriting and merchant banking. At this time, the Company has not elected to become a financial holding company, but may choose to do so at some time in the future.

 

Control Transactions. The Change in Bank Control Act of 1978, as amended, requires a person or group of persons acquiring "control" of a bank holding company to provide the Federal Reserve with at least 60 days prior written notice of the proposed acquisition. Following receipt of this notice, the Federal Reserve has 60 days to issue a notice disapproving the proposed acquisition, but the Federal Reserve may extend this time period for up to another 30 days. An acquisition may be completed before the disapproval period expires if the Federal Reserve issues written notice of its intent not to disapprove the action. Under a rebuttable presumption established by the Federal Reserve, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, would constitute the acquisition of control. In addition, any "company" would be required to obtain the approval of the Federal Reserve under the BHCA before acquiring 25% (or 5% if the "company" is a bank holding company) or more of the outstanding shares of the Company, or otherwise obtain control over the Company.

 

Affiliate Transactions. The Company and the Banks are deemed affiliates within the meaning of the Federal Reserve Act, and transactions between affiliates are subject to certain restrictions. Generally, the Federal Reserve Act: (i) limits the extent to which the financial institution or its subsidiaries may engage in "covered transactions" with an affiliate; and (ii) requires all transactions with an affiliate, whether or not "covered transactions," to be on terms substantially the same, or at least as favorable to the institution or subsidiary, as those provided to a non-affiliate. The term "covered transaction" includes the making of loans, purchase of assets, issuance of a guarantee and similar transactions.

 

State Law on Acquisitions. Iowa law permits bank holding companies to make acquisitions throughout the state. However, Iowa currently has a deposit concentration limit of 15% on the amount of deposits in the state that any one banking organization can control and continue to acquire banks or bank deposits (by acquisitions), which applies to all depository institutions doing business in Iowa.

 

 

Banking Subsidiaries

 

Applicable federal and state statutes and regulations governing a bank's operations relate, among other matters, to capital adequacy requirements, required reserves against deposits, investments, loans, legal lending limits, certain interest rates payable, mergers and consolidations, borrowings, issuance of securities, payment of dividends, establishment of branches and dealings with affiliated persons.

 

First National and United Bank are national banks subject to primary federal regulation and supervision by the Office of Comptroller of the Currency (“OCC”). The FDIC, as an insurer of the deposits to the maximum extent permitted by law, also has some limited regulatory authority over First National and United Bank. State Bank, Boone Bank, Reliance Bank and Iowa State Bank are state banks subject to regulation and supervision by the Iowa Division of Banking. The four state Banks are also subject to regulation and examination by the FDIC, which insures their respective deposits to the maximum extent permitted by law. The federal laws that apply to the Banks regulate, among other things, the scope of their business, their investments, their reserves against deposits, the timing of the availability of deposited funds and the nature and amount of and collateral for loans. The laws and regulations governing the Banks generally have been promulgated to protect depositors and the deposit insurance fund of the FDIC and not to protect stockholders of such institutions or their holding companies.

 

The OCC and FDIC each have authority to prohibit banks under their supervision from engaging in what it considers to be an unsafe and unsound practice in conducting their business. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") requires federal banking regulators to adopt regulations or guidelines in a number of areas to ensure bank safety and soundness, including internal controls, credit underwriting, asset growth, management compensation, ratios of classified assets to capital and earnings. FDICIA also contains provisions which are intended to change independent auditing requirements, restrict the activities of state-chartered insured banks, amend various consumer banking laws, limit the ability of "undercapitalized banks" to borrow from the Federal Reserve's discount window, require regulators to perform periodic on-site bank examinations and set standards for real estate lending.

 

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“the Dodd-Frank Act”).   Pursuant to the Dodd-Frank Act, the Banks are subject to regulations promulgated by the consumer protection bureau housed within the Federal Reserve, known as the Bureau of Consumer Financial Protection (the “Bureau” or “BCFP”).  The Bureau promulgates rules and orders with respect to consumer financial products and services and has substantial power to define the rights of consumers and responsibilities of lending institutions, such as the Banks. The Bureau will not, however, examine or supervise the Banks for compliance with such regulations; rather, enforcement authority will remain with the Banks’ primary federal regulator although the Banks may be required to submit reports or other materials to the Bureau upon its request. 

 

Borrowing Limitations. Each of the Banks is subject to limitations on the aggregate amount of loans that it can make to any one borrower, including related entities. Subject to numerous exceptions based on the type of loans and collateral, applicable statutes and regulations generally limit loans to one borrower of 15% of total equity and reserves. Each of the Banks is in compliance with applicable loans to one borrower requirements.

 

FDIC Insurance. The deposit insurance coverage limit is $250,000 per depositor, per insured depository institution for each account ownership category. The FDIC has adopted a risk-based insurance assessment system under which depository institutions contribute funds to the FDIC insurance fund based on their risk classification. In 2019, the FDIC announced the deposit insurance fund reserve ratio was above 1.35%. Since the reserve ratio is above 1.35% the Banks received a small bank assessment credit in the third and fourth quarter of 2019. If the reserve ratio remains above 1.35% in 2020, the remaining credits should be applied to the FDIC insurance assessments in the first and second quarter of 2020. The FDIC may terminate the deposit insurance of any insured depository institution if it determines after an administrative hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law.

 

Capital Adequacy Requirements. The Federal Reserve, the FDIC and the OCC (collectively, the "Agencies") have adopted risk-based capital guidelines for banks and bank holding companies that are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and account for off-balance sheet items. Failure to achieve and maintain adequate capital levels may give rise to supervisory action through the issuance of a capital directive to ensure the maintenance of required capital levels. Each of the Banks is in compliance with applicable risk-based capital level requirements as of December 31, 2019.

 

Basel III Capital Requirements. Basel III Capital Rules: (i) introduce a capital measure called “Common Equity Tier 1” (“CET1”) and related regulatory capital ratio of CET1 to risk-weighted assets; (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (iii) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (iv) expand the scope of the deductions from and adjustments to capital as compared to existing regulations.  Under the Basel III Capital Rules, for most banking organizations, the most common form of Additional Tier 1 capital is non-cumulative perpetual preferred stock and the most common form of Tier 2 capital is subordinated notes and a portion of the allowance for loan and lease losses, in each case, subject to the Basel III Capital Rules’ specific requirements.  

 

 

Pursuant to the Basel III Capital Rules, the Company and Banks are subject to regulatory capital adequacy requirements promulgated by the Federal Reserve and the OCC. Failure by the Company or Bank to meet minimum capital requirements could result in certain mandatory and discretionary actions by the regulators that could have a material adverse effect on the Company’s consolidated financial statements. Under the capital requirements and the regulatory framework for prompt corrective action, the Company and Banks must meet specific capital guidelines that involve quantitative measures of the Company and Banks’ assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and Banks’ capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors.

 

Implementation of the deductions and other adjustments to CET1 began on January 1, 2015, and was phased in over a four-year period (beginning at 40% on January 1, 2015, and an additional 20% per year thereafter). The implementation of the capital conservation buffer began on January 1, 2016, at the 0.625% level and increased by 0.625% on each subsequent January 1, until it reached 2.5% on January 1, 2019.

 

With respect to the Banks, the Basel III Capital Rules revise the Prompt Corrective Action (“PCA”) regulations adopted pursuant to Section 38 of the Federal Deposit Insurance Act, by: (i) introducing a CET1 ratio requirement at each PCA category (other than critically undercapitalized), with the required CET1 ratio being 6.5% for well-capitalized status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category, with the minimum Tier 1 capital ratio for well-capitalized status being 8%; and (iii) eliminating the provision that provides that a bank with a composite supervisory rating of 1 may have a 3% leverage ratio and still be adequately capitalized.  The Basel III Capital Rules do not change the total risk-based capital requirement for any PCA category.

  

The Basel III Capital Rules prescribe a standardized approach for risk weightings for a large and risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. Government and agency securities to 600% for certain equity exposures, and resulting in high-risk weights for a variety of asset classes.

  

Should the Company or Banks not meet the requirements of the Basel III Capital Rules, the Company and Banks would be subject to adverse regulatory action by their regulators, which action could result in material adverse consequences for the Company, Banks, and Company shareholders.

 

As of December 31, 2019, the Banks exceeded all of their regulatory capital requirements and were designated as “well-capitalized” under federal guidelines. See Note 16 to the “Notes to Consolidated Financial Statements,” which is included in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

 

As a result of the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies were required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) for financial institutions with assets of less than $10 billion.  A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well-capitalized” under Prompt Corrective Action statutes.  The federal banking agencies may consider a financial institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies set the minimum capital for the new Community Bank Leverage Ratio at not less than 9%, effective January 1, 2020. A financial institution can elect to be subject to this new definition as of March 31, 2020.

 

Prompt Corrective Action. Regulations adopted by the Agencies impose even more stringent capital requirements under prompt corrective action. The FDIC and other Agencies must take certain "prompt corrective action" when a bank fails to meet capital requirements. The regulations establish and define five capital levels: (i) "well-capitalized," (ii) "adequately capitalized," (iii) "undercapitalized," (iv) "significantly undercapitalized" and (v) "critically undercapitalized." Increasingly severe restrictions are imposed on the payment of dividends and management fees, asset growth and other aspects of the operations of institutions that fall below the category of being "adequately capitalized." Undercapitalized institutions are required to develop and implement capital plans acceptable to the appropriate federal regulatory agency. Such plans must require that any company that controls the undercapitalized institution must provide certain guarantees that the institution will comply with the plan until it is adequately capitalized. As of December 31, 2019, each of the Banks was categorized as “well-capitalized” under regulatory prompt corrective action provisions.

 

Restrictions on Dividends. The dividends paid to the Company by the Banks are the major source of Company cash flow. Various federal and state statutory provisions limit the amount of dividends banking subsidiaries are permitted to pay to their holding companies without regulatory approval. Federal Reserve policy further limits the circumstances under which bank holding companies may declare dividends. For example, a bank holding company should not continue its existing rate of cash dividends on its common stock unless its net income is sufficient to fully fund each dividend and its prospective rate of earnings retention appears consistent with its capital needs, asset quality and overall financial condition. In addition, the Federal Reserve and the FDIC have issued policy statements which provide that insured banks and bank holding companies should generally pay dividends only out of current operating earnings. Federal and state banking regulators may also restrict the payment of dividends by order.

 

 

First National Bank and United Bank, as national banks, generally may pay dividends, without obtaining the express approval of the OCC, in an amount up to its retained net profits for the preceding two calendar years plus retained net profits up to the date of any dividend declaration in the current calendar year. Retained net profits as defined by the OCC, consists of net income less dividends declared during the period. Boone Bank, Reliance Bank, State Bank and Iowa State Bank are also restricted under Iowa law to paying dividends only out of their undivided profits. Additionally, the payment of dividends by the Banks is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and the Banks generally are prohibited from paying any dividends if, following payment thereof, the Bank would be undercapitalized.

 

Reserves Against Deposits

 

The Federal Reserve requires all depository institutions to maintain reserves against their transaction accounts (primarily checking accounts) and non-personal time deposits. Generally, reserves of 3% must be maintained against total transaction accounts of $124,200,000 or less (subject to an exemption not in excess of the first $16,300,000 of transaction accounts). A reserve of $3,237,000 plus 10% of amounts in excess of $124,200,000 must be maintained in the event total transaction accounts exceed $124,200,000. The balances maintained to meet the reserve requirements imposed by the Federal Reserve may be used to satisfy applicable liquidity requirements. Because required reserves must be maintained in the form of vault cash or a noninterest bearing account at a Federal Reserve Bank, the effect of this reserve requirement is to reduce the earning assets of the Banks.

 

Regulatory Enforcement Authority

 

The enforcement powers available to federal and state banking regulators are substantial and include, among other things, the ability to assess civil monetary penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions against banking organizations and institution-affiliated parties. In general, enforcement actions must be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions, or inactions, may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities. Applicable law also requires public disclosure of final enforcement actions by the federal banking agencies.

 

National Monetary Policies

 

In addition to being affected by general economic conditions, the earnings and growth of the Banks are affected by the regulatory authorities’ policies, including the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply, credit conditions and interest rates. Among the instruments used to implement these objectives are open market operations in U.S. Government securities, changes in reserve requirements against bank deposits and the Federal Reserve Discount Rate, which is the interest rate charged member banks to borrow from the Federal Reserve Bank. These instruments are used in varying combinations to influence overall growth and distribution of credit, bank loans, investments and deposits, and their use may also affect interest rates charged on loans or paid on deposits.

 

The monetary policies of the Federal Reserve have had a material impact on the operating results of commercial banks in the past and are expected to have a similar impact in the future. The U.S. Congress established three key objectives for monetary policy in the Federal Reserve Act: maximizing employment, stabilizing prices, and moderating long-term interest rates. The first two objectives are sometimes referred to as the Federal Reserve's dual mandate. Its duties have expanded over the years, and as of 2009 so include supervising and regulating banks, maintaining the stability of the financial system and providing financial services to depository institutions, the U.S. government, and foreign official institutions. The Federal Reserve conducts research into the economy and releases numerous publications. Also important in terms of effect on banks are controls on interest rates paid by banks on deposits and types of deposits that may be offered by banks. The Federal Open Market Committee (“FOMC”), a committee within the Federal Reserve System, is charged under the United States of America (“USA”) law with overseeing the nation's open market operations (i.e., the Federal Reserve Banks buying and selling of USA government securities). This Federal Reserve committee makes key decisions about interest rates and the growth of the USA money supply. The FOMC is the principal organization of USA national monetary policy. The Committee sets monetary policy by specifying the short-term objective for the Federal Reserve Bank's open market operations, which is usually a target level for the federal funds rate (the rate that commercial banks charge between themselves for overnight loans).   

 

Availability of Information on Company Website

 

The Company files periodic reports with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The Company makes available on or through its website free of charge all periodic reports filed by the Company with the SEC, including any amendments to such reports, as soon as reasonably practicable after such reports have been electronically filed with the SEC. The address of the Company’s website on the Internet is: www.amesnational.com.

 

The Company will provide a paper copy of these reports free of charge upon written or telephonic request directed to John L. Pierschbacher, CFO, 405 5th Street, Ames, Iowa 50010 or (515) 232-6251 or by email request at info@amesnational.com. The information found on the Company’s website is not part of this or any other report the Company files with the SEC.

 

 

Information about our Executive Officers

 

The following table sets forth summary information about the executive officers of the Company and certain executive officers of the Banks. Each executive officer has served in his current position for the past five years with the exception of John P. Nelson and John L. Pierschbacher. Mr. Nelson was appointed president and chief executive officer of the Company on June 29, 2018. Mr. Pierschbacher was appointed chief financial officer of the Company on June 29, 2018.

 

Name

 

 

Age

 

Position with the Company or Bank and Principal Occupation and Employment During the Past Five Years

         

Scott T. Bauer

 

57

 

President and Director of First National.

Kevin G. Deardorff

 

65

 

Senior Vice President & Technology Director of the Company.

Curtis A. Hoff   57   President and Director of United Bank. 

Stephen C. McGill

 

65

 

President and Director of State Bank.

John P. Nelson

 

53

 

Chief Executive Officer, President and Director of the Company. Director and Chairman of Boone Bank, Reliance Bank, State Bank and United Bank and Director of First National and Iowa State Bank; previously Chief Financial Officer and Secretary of the Company.

John L. Pierschbacher

 

60

 

Chief Financial Officer and Director of the Company; previously Controller of the Company.  

Jeffrey K. Putzier

 

58

 

President and Director of Boone Bank.

Richard J. Schreier

 

52

 

President and Director of Reliance Bank. 

 

ITEM 1A. RISK FACTORS

 

Set forth below is a description of risk factors related to the Company’s business, provided to enable investors to assess, and be appropriately apprised of, certain risks and uncertainties the Company faces in conducting its business. An investor should carefully consider the risks described below and elsewhere in this Report, which could materially and adversely affect the Company’s business, results of operations or financial condition. The risks and uncertainties discussed below are also applicable to forward-looking statements contained in this Report and in other reports filed by the Company with the Securities and Exchange Commission. Given these risks and uncertainties, investors are cautioned not to place undue reliance on forward-looking statements.

 

Changes in general business, economic and political conditions may adversely affect the Company’s business.

 

Our earnings and financial condition are affected by general business, economic and political conditions. For example, a depressed economic environment increases the likelihood of lower employment levels and recession, which could adversely affect our earnings and financial condition. General business and economic conditions that could affect us include short-term and long-term interest rates, inflation, fluctuations in both debt and equity capital markets and the strength of the national and local economies in which we operate. Political conditions can also affect our earnings through the introduction of new regulatory schemes, changes in tax laws and changes in trade policies.

 

 

Our financial performance generally, and in particular the ability of customers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services we offer, is highly dependent upon the business environment not only in the markets where we operate but also in the state of Iowa generally and in the United States as a whole. A favorable business environment is generally characterized by, among other factors: economic growth; efficient capital markets; low inflation; low unemployment; high business and investor confidence; and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by: declines in economic growth, business activity, or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; or a combination of these or other factors.

 

Economic conditions in our market, the state of Iowa, and the United States have generally improved during the last several years. There can be no assurance, however, that this improvement will continue or occur at a meaningful rate. In particular, Company management is seeing weakness in the Iowa agricultural economy as a result of the current low grain prices; however, favorable yields in 2019 are generally providing break even cash flows for most of the Company’s agricultural borrowers. Stagnant or declining economic conditions, including within the agricultural sector, could materially and adversely affect our results of operations and financial condition.

 

Fair values of investments in the Company’s securities portfolio may adversely change.

 

As of December 31, 2019, the fair value of our securities portfolio was approximately $479.8 million. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of those securities. These factors include, but are not limited to, changes in interest rates, an unfavorable change in the liquidity of an investment, rating agency downgrades of the securities, reinvestment risk, liquidity risk, defaults by the issuer or individual mortgagors with respect to the underlying securities, and instability in the credit markets. Any of the foregoing factors could cause us to recognize an other-than- temporary impairment (OTTI) in future periods and result in realized losses that negatively impact earnings. The success of any investment activity is affected by general economic conditions. Unexpected volatility or illiquidity in the markets in which we hold securities could reduce our liquidity and stockholders' equity. To mitigate these risks, we have access to lines of credit that provide additional liquidity, if needed.

 

Our investment securities are analyzed quarterly to determine whether, in the opinion of management, any of the securities have OTTI. To the extent that any portion of the unrealized losses in our portfolio of investment securities is determined to have OTTI and is credit loss related, we will recognize a charge to our earnings in the quarter during which such determination is made, and our earnings and capital ratios will be adversely impacted. Generally, a fixed income security is determined to have OTTI when it appears unlikely that we will receive all of the principal and interest due in accordance with the original terms of the investment. In addition to credit losses, losses are recognized for a security having an unrealized loss if we have the intent to sell the security or if it is more likely than not that we will be required to sell the security before collection of the principal amount.

 

The Company’s business depends on our ability to successfully manage credit risk.

 

The operation of our business requires us to manage credit risk. As a lender, we are exposed to the risk that our borrowers will be unable to repay their loans according to their terms, and that the collateral securing repayment of their loans, if any, may not be sufficient to ensure repayment. In addition, there are risks inherent in making any loan, including risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions and risks inherent in dealing with individual borrowers. In order to successfully manage credit risk, we must, among other things, maintain disciplined and prudent underwriting standards, implement and observe appropriate procedures for monitoring our outstanding loans and ensure that our bankers follow those standards and procedures. The weakening of these standards or procedures for any reason, such as an attempt to attract higher yielding loans, a lack of discipline or diligence by our employees in underwriting and monitoring loans, our inability to adequately adapt policies and procedures to changes in economic or any other conditions affecting borrowers may negatively impact the quality of our loan portfolio, result in loan defaults, foreclosures and additional charge-offs and necessitate that we significantly increase our allowance for loan losses, therefore reducing our earnings. As a result, our inability to successfully manage credit risk could have a material adverse effect on our business, financial condition or results of operations.

 

The commercial real estate loan portfolio is a significant part of the Company’s business.

 

Commercial real estate loans were a significant portion of our total loan portfolio as of December 31, 2019. The market value of real estate securing these loans can fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is located. Adverse developments affecting real estate values in one or more of our markets could increase the credit risk associated with our loan portfolio. Additionally, real estate lending typically involves higher loan principal amounts, and the repayment of the loans generally is dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. Economic events or governmental regulations outside of the control of the borrower or lender could negatively impact the future cash flow and market values of the affected properties.

 

If the loans that are collateralized by real estate become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that was anticipated at the time of originating the loan, which could cause an increase in charge-offs, resulting in the need to increase our provision for loan losses and adversely affecting our operating results and financial condition.

 

 

If the Company’s actual loan losses exceed the allowance for loan losses or increase significantly, the Company’s net income will decrease.

 

We maintain an allowance for loan losses at a level believed to be adequate to absorb estimated losses inherent in the existing loan portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations; specific credit risks; credit loss experience; current loan portfolio quality; present economic, political and regulatory conditions; and unidentified losses inherent in the current loan portfolio.

 

Determination of the allowance is inherently subjective as it requires significant estimates and management’s judgment of credit risks and future trends, all of which may undergo material changes.  Continuing deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. In addition, bank regulatory agencies periodically review our allowance and may require an increase in the provision for loan losses or the recognition of additional loan charge-offs, based on judgments different from those of management. Also, if charge-offs in future periods exceed the allowance for loan losses or increase significantly; we will need additional provisions to increase the allowance. Any increases in provisions will result in a decrease in net income and capital and may have a material adverse effect on our financial condition and results of operations.

 

Changes in interest rates could adversely affect the Company’s results of operations and financial condition.

 

Short-term federal funds interest rates have fallen 0.75% in 2019 after rising 1.00% in 2018. Intermediate and longer term rates have proportionately decreased during the same period in 2019. This decrease in rates put pressure on the Company’s net interest margin. Our earning assets (primarily our loan and investment portfolio) have longer maturities than our interest bearing liabilities (primarily our deposits and other borrowings). With interest rates now returning to historically low levels, the Company’s challenge will be the potential for rising interest rates in the future. In a rising interest rate environment, interest expense will increase more quickly than interest income, as the interest bearing liabilities reprice more quickly than earning assets, placing downward pressure on the net interest margin. A reduction in the net interest margin could negatively affect our results of operations, including earnings. In response to this challenge, we model quarterly the changes in income that would result from various changes in interest rates. Management believes our earning assets have the appropriate maturity and repricing characteristics to optimize earnings and interest rate risk positions.

 

The Company may have difficulty continuing to grow, and even if we do grow, our growth may strain our resources and limit our ability to expand operations successfully.

  

Our future profitability will depend in part on our continued ability to grow both loans and deposits; however, we may not be able to sustain our historical growth rate or be able to grow at all.  In addition, our future success will depend on competitive factors and on the ability of our senior management to continue to maintain an appropriate system of internal controls and procedures and manage a growing number of customer relationships.  We may not be able to implement changes or improvements to these internal controls and procedures in an efficient or timely manner and may discover deficiencies in existing systems and controls.  Consequently, continued growth, if achieved, may place a strain on our operational infrastructure, which could have a material adverse effect on our financial condition and results of operations.

 

The Company may not be able to attract and retain key personnel and other skilled employees.

 

Our success depends, in large part, on the skills of our management team and our ability to retain, recruit and motivate key officers and employees. Our senior management team has significant industry experience, and their knowledge and relationships would be difficult to replace. None of our executive officers have employment agreements in keeping with the past practice of the Company and the Banks. Leadership changes will occur from time to time, and we cannot predict whether significant resignations will occur or whether we will be able to recruit additional qualified personnel. Competition for senior executives and skilled personnel in the financial services and banking industry is considerable, which means the cost of hiring, incentivizing and retaining skilled personnel may continue to increase. We need to continue to attract and retain key personnel and to recruit qualified individuals to succeed existing key personnel to ensure the continued growth and successful operation of our business. In addition, as a provider of commercial and agricultural banking services, we must attract and retain qualified banking personnel to continue to grow our business, and competition for such personnel can be intense. Our ability to effectively compete for senior executives and other qualified personnel by offering competitive compensation and benefit arrangements may be restricted by applicable banking laws and regulations. The loss of the services of any senior executive or other key personnel, or the inability to recruit and retain qualified personnel in the future, could have a material adverse effect on our business, financial condition or results of operations. In addition, to attract and retain personnel with appropriate skills and knowledge to support our business, we may offer a variety of benefits, which could reduce our earnings or have a material adverse effect on our business, financial condition or results of operations.

 

 

The Company is subject to certain operational risks, including, but not limited to, data processing system failures, errors, data security breaches and customer or employee fraud.

  

There have been a number of publicized cases involving errors, fraud or other misconduct by employees of financial services firms in recent years.  Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use of confidential information.  Employee fraud, errors and employee and customer misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation.  It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases.  Employee errors or misconduct could also subject us to civil claims for negligence.

  

Although we maintain a system of internal controls and procedures designed to reduce the risk of loss from employee or customer fraud or misconduct and employee errors as well as insurance coverage to mitigate against some operational risks, including data processing system failures and errors and customer or employee fraud; these internal controls may fail to prevent or detect such an occurrence, or such an occurrence may not be insured or exceed applicable insurance limits.

  

In addition, there have also been a number of cases where financial institutions have been the victim of fraud related to unauthorized wire and automated clearinghouse transactions.  The facts and circumstances of each case vary but generally involve criminals posing as customers (i.e., stealing bank customers’ identities) to transfer funds out of the institution quickly in an effort to place the funds beyond recovery prior to detection.  Although we have policies and procedures in place to verify the authenticity of our customers and prevent identity theft, we can provide no assurances that these policies and procedures will prevent all fraudulent transfers.  In addition, although we have safeguards in place, it is possible that our computer systems could be infiltrated by hackers or other intruders resulting in loss, destruction or misuse of our data or confidential information about our customers.  We can provide no assurances that these safeguards will prevent all unauthorized infiltrations or breaches.  Identity theft, successful unauthorized intrusions and similar unauthorized conduct could result in reputational damage and financial losses to the Company. 

 

An impairment charge of goodwill or other intangibles could have a material adverse impact on the Company’s results of operations and financial condition.

  

Because the Company has grown in part through acquisitions, goodwill and intangible assets are included in the consolidated assets. Goodwill and intangible assets were $16.1 million as of December 31, 2019.  Under generally accepted accounting principles (“GAAP”), we are required to test the carrying value of goodwill and intangible assets at least annually or sooner if events occur that indicate impairment could exist. These events or circumstances could include a significant change in the business climate, including a sustained decline in a reporting unit’s fair value, legal and regulatory factors, operating performance indicators, competition and other factors. GAAP requires us to assign and then test goodwill at the reporting unit level. If over a sustained period of time we experience a decrease in our stock price and market capitalization, which may serve as an estimate of the fair value of our reporting unit, this may be an indication of impairment. If the fair value of our reporting unit is less than its net book value, we may be required to record goodwill impairment charges in the future. In addition, if the revenue and cash flows generated from any of our other intangible assets is not sufficient to support its net book value, we may be required to record an impairment charge. The amount of any impairment charge could be significant and could have a material adverse impact on our financial condition and results of operations for the period in which the charge is taken.

 

Loans to agricultural-related borrowers are subject to factors beyond the Company’s control, including fluctuations in commodity and livestock prices, government trade policies and other risks, which could negatively impact the Company’s loan portfolio.

 

A significant portion of our loan portfolio consists of loans to borrowers who are directly or indirectly affected by the health of the Iowa agricultural economy. During 2018 and 2019, the agricultural economy has experienced historically low grain prices which have placed downward pressure on cash flow and profits from agricultural activities. An extended period of low commodity and/or livestock prices, together with other risks to which our agricultural borrowers are subject, including poor weather conditions, higher input costs, changes in governmental support programs and uncertainty regarding governmental mandates affecting ethanol production, could result in reduced cash flows and profit margins, negatively affecting these borrowers and making it more difficult for them to repay their loan obligations to us. Moreover, recent changes in the U.S. trade policy, including uncertainty as to the imposition of tariffs, together with current tariffs, on products that our agricultural borrowers export to foreign markets could result in further volatility and deterioration of the price of agricultural products, providing further challenges and risk to our portfolio of agricultural loans. A general decline in the agricultural economy could also negatively affect us by reducing the value of agricultural real estate which secures some of our agricultural loans, creating the potential for greater losses if these borrowers are unable to repay their loans and we are forced to rely on this collateral. Moreover, a general decline in the agricultural economy could also negatively impact some of our commercial borrowers whose businesses are directly or indirectly dependent on the health of the agricultural economy. All of these risks, which are beyond our control, could produce losses in our loan portfolio and adversely affect our financial condition or results of operations.

 

 

Changes in accounting policies or accounting standards, or changes in how accounting standards are interpreted or applied, could materially affect how the Company reports its results of operations and financial condition.

  

Our accounting policies are fundamental to determining and understanding our results of operation and financial condition.  Some of these policies require use of estimates and assumptions that may affect the value of our assets or liabilities and financial results.  Any changes in our accounting policies could materially affect our financial statements.  From time to time, the Financial Accounting Standards Board (the “FASB”) and the SEC change the financial accounting and reporting standards that govern the preparation of our financial statements.  In addition, accounting standard setters and those who interpret the accounting standards (such as the FASB, the SEC, banking regulators and our outside auditors) may change positions on how these standards should be applied.  Changes in financial accounting and reporting standards and changes in current interpretations may be beyond our control, can be difficult to predict and could materially affect how we report our results of operations and financial condition.  We may be required to apply a new or revised standard retroactively or apply an existing standard differently and retroactively, which may result in the Company being required to restate prior period financial statements in material amounts. In particular, the FASB issued a new rule requiring companies to estimate current expected credit losses. The rule, which is a major change for banking organizations, becomes effective for the Company on January 1, 2023. The new standard is likely to result in more timely recognition of credit losses than under the previous incurred loss model, and the Company is evaluating the extent to which the new rule will affect its results of operations.

 

The inability to maintain adequate liquidity may adversely affect the Company’s business.

 

Maintaining adequate liquidity is essential to the banking business. An inability to raise funds through deposits, borrowing, sale of securities or other sources could have a substantial negative impact on our liquidity. Access to funding sources in amounts necessary to finance our activities or with terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity as a result of a downturn in the markets or adverse regulatory action taken against us. Our ability to borrow could be impaired by factors such as a disruption in the financial markets or negative views and expectations of the prospects for the financial services industry in light of the challenges facing the industry.

 

We maintain liquidity primarily through customer deposits and through access to other short-term funding sources, including advances from the Federal Home Loan Bank (FHLB), Federal Reserve Bank (FRB) overnight borrowings and purchased federal funds. If economic conditions change so that we do not have access to short-term credit, or our depositors withdraw a substantial amount of their funds for other uses, we might experience liquidity issues. Our efforts to monitor and manage liquidity risk may not be successful or sufficient to deal with dramatic or unanticipated reductions in our liquidity. In such events, our cost of funds may increase, thereby reducing our net interest income, or we may need to sell a portion of our investment portfolio, which, depending upon market conditions, could result in us realizing losses on such sales. Either of these situations could have a material adverse impact on our results of operations and financial condition.

 

The Company’s operations are concentrated in Iowa.

 

Our operations are concentrated primarily in central, north-central and south-central Iowa. As a result of this geographic concentration, our results of operations may correlate to the economic conditions in this area. Any deterioration in economic conditions in central, north-central or south-central Iowa, particularly in the industries on which the area depends (including agriculture which, in turn, is dependent upon commodity prices, weather conditions, trade policies and government support programs), may adversely affect the quality of our loan portfolio and the demand for our products and services, and accordingly, our financial condition and results of operations.

 

The Company relies on dividends and other payments from its Banks for substantially all of its revenue.

 

We are a separate and distinct legal entity from our Banks, and we receive substantially all of our operating cash flows from dividends and other payments from our Banks. These dividends and payments are the principal source of funds to pay dividends on our common stock. Various federal and state laws and regulations limit the amount of dividends that our Banks may pay to us. In addition, our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event our Banks are unable to pay dividends to us, we may not be able to pay our obligations or pay dividends on our common stock. The inability to receive dividends from our Banks could have a material adverse effect on our business, financial condition or results of operations.

 

 

The Company may not pay dividends on its common stock in the future.

 

Holders of our common stock are entitled to receive only such dividends as our Board of Directors may declare out of funds legally available for such payments. However, our Board of Directors may, in its sole discretion, change the amount or frequency of dividends or discontinue the payment of dividends entirely. In addition, we are a bank holding company, and our ability to declare and pay dividends is dependent on certain federal regulatory considerations, including the guidelines of the Federal Reserve regarding capital adequacy and dividends. In addition, our ability to pay dividends depends primarily on our receipt of dividends from our Banks, the payment of which is subject to numerous limitations under federal and state banking laws, regulations and policies. See "Item 1. Business—Supervision and Regulation—Dividends." As a consequence of these various limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our common stock. Any change in the level of our dividends or the suspension of the payment thereof could have a material adverse effect on the market price of our common stock.

 

The Company faces competition from larger financial institutions.

 

The banking and financial services business in our market area continues to be a highly competitive field and is becoming more competitive as a result of:

 

 

changes in regulations;

 

changes in technology and product delivery systems; and

 

the accelerating pace of consolidation among financial services providers.

 

It may be difficult for us to compete effectively in the market, and our results of operations could be adversely affected by the nature or pace of change in competition. We compete for loans, deposits and customers with various bank and non-bank financial services providers, many of which are much larger in total assets and capitalization, have greater access to capital markets, offer a broader array of financial services or do not pay federal income taxes. Our strategic planning efforts continue to focus on capitalizing on our strengths in local markets while working to identify opportunities for improvement to gain competitive advantages.

 

Damage to the Company’s reputation could adversely affect its business.

 

Our business depends upon earning and maintaining the trust and confidence of our customers, investors, and employees. Damage to our reputation could cause significant harm to our business. Harm to our reputation could arise from numerous sources, including employee misconduct, compliance failures, litigation, breach of information security, or governmental investigations, among other things. In addition, a failure to deliver appropriate standards of service, or a failure or perceived failure to treat customers and clients fairly could result in customer dissatisfaction, litigation, breach of information security, and heightened regulatory scrutiny, all of which could lead to lost revenue, higher operating costs and harm to our reputation. Adverse publicity about us, whether or not true, may also result in harm to our business. Should any events or circumstances that could undermine our reputation occur, there can be no assurance that the additional costs and expenses that we may incur in addressing such issues would not adversely affect our financial condition and results of operations.

 

Risk related to the Company’s stock.

 

The trading volume in our common stock on the Nasdaq Capital Market is relatively limited compared to those of companies with larger capitalization listed on the NASDAQ Capital Market, the NASDAQ Global Markets, the New York Stock Exchange or other consolidated reporting systems or stock exchanges. A change in the supply or demand for our common stock, or other events affecting our business, may have a more significant impact on the price of our stock than would be the case for more actively traded companies.

 

Changes in technology could be costly.

 

The financial services industry is continually undergoing technological changes with frequent introductions of new technology-driven products and services. In addition to improving customer services, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, in part, on our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements and there is a risk we could become less competitive if we are unable to take advantage of these improvements due to the cost limitations or otherwise.

 

 

A breach of information security, compliance breach, or error by one of the Company’s agents or vendors could negatively affect the Company’s reputation and business.

 

We depend on data processing, communication and information exchange on a variety of computing platforms and networks and over the Internet. A cyber-attack on our systems could result in the theft, loss or destruction of our information or the theft or improper use of confidential information about our customers, any of which could harm our reputation. We cannot be certain all of our systems are entirely free from vulnerability to attack, despite safeguards which have been installed. We also outsource certain key aspects of our data processing and communication to certain third-party providers. While we have selected these third-party providers carefully, we cannot control their actions or their degree of compliance with their own systems of internal control. If information security is breached, or one of our service providers or vendors breaches compliance procedures, our or our customers’ information could be lost or misappropriated, resulting in financial loss or costs to us or damage to our customers or others. If information security is breached either on our systems or those of our vendors, our financial condition, results of operations, reputation and future prospects could be adversely affected.

 

The Company’s accounting policies and methods require management to make estimates about matters that are inherently uncertain.

 

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods in order to ensure they comply with GAAP and reflect management's judgment as to the most appropriate manner in which to record and report our financial condition and results of operations. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances. The application of that chosen accounting policy or method might result in us reporting different amounts than would have been reported under a different alternative. If management's estimates or assumptions are incorrect, we may experience a material loss.

 

We have identified three accounting policies as being "critical" to the presentation of our financial condition and results of operations because they require management to make particularly subjective and complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These critical accounting policies relate to (1) the fair value and possible impairment losses on investment securities available for sale, (2) the allowance for loan losses, and (3) impairment of goodwill. Because of the inherent uncertainty of the estimates required to apply these policies, no assurance can be given that application of alternative policies or methods might not result in the reporting of different amounts of the fair value of securities available for sale, the allowance for loan losses, goodwill valuation and, accordingly, net income.

 

From time to time, the FASB and the SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of our external financial statements.  These changes are beyond our control, can be difficult to predict and could materially impact how we report our financial condition and results of operations.

 

Changes in these standards are continuously occurring, and given the current economic and regulatory environment, more significant changes may occur.  The implementation of such changes could have a material adverse effect on our financial condition and results of operations.

 

The Company may be adversely affected by risks associated with completed and potential acquisitions.

 

We have in the past, and may in the future, acquire other financial institutions or bank offices when we believe such acquisitions support our business strategy. Acquisitions involve many risks including: (i) incurring time and expense associated with identifying, evaluating and negotiating potential acquisitions, resulting in management’s attention being diverted from operation of our existing business, (ii) the risk that the acquired business will not perform to our expectations, including a failure to realize anticipated synergies or costs savings, (iii) entering markets in which we have limited or no direct prior experience, (iv) difficulties or increased expenses associated with integrating the operations of the acquired business into our business, (v) the potential for claims or unexpected liabilities arising out of the acquired business, and (vi) the potential loss of key employees or customers of the acquired business. There can be no assurance that we will be successful in overcoming these risks or any other problems encountered in connection with acquisitions we may undertake.

 

Current and future government regulations may increase the Company’s costs of doing business.

 

Current and future legislation and the policies established by federal and state regulatory authorities will affect our operations. We are subject to extensive supervision of, and examination by, federal and state regulatory authorities which may limit our growth and the return to our shareholders by restricting certain activities, such as:

 

 

the payment of dividends to our shareholders;

 

the payment of dividends to the Company by the Banks;

 

 

 

possible mergers with or acquisitions of or by other institutions;

 

investment policies;

 

loans and interest rates on loans;

 

interest rates paid on deposits;

 

expansion of branch offices; and/or

 

the ability to provide or expand securities or trust services.

 

The Dodd-Frank Act represented a comprehensive overhaul of the financial services industry within the United States and, among many other things, established the federal BCFP and required the BCFP and other federal agencies to implement many significant rules and regulations. Compliance with the law and regulations has resulted in additional costs, and not all the rules and regulations have been finalized.

 

We cannot predict what changes, if any, will be made to existing federal and state legislation and regulations or the effect that any changes may have on future business and earnings prospects, although the pace of the new and proposed regulations have slowed. The cost of compliance with future regulatory requirements may adversely affect our net income.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

The Company's office is housed in the main office of First National located at 405 5th Street, Ames, Iowa and occupies approximately 4,200 square feet. There is a lease agreement between the Company and First National. The main office owned by First National, consists of approximately 45,000 square feet. In addition to its main office, First National conducts its business through nine full-service offices, the West Ames office, North Grand office, Ankeny office, West Glen office, Valley Junction office, Johnston office, Downtown Osceola office, Jeffreys office and Murray office. The West Ames office is located in Ames, Iowa and consists of approximately 1,800 square feet. The North Grand office is located in Ames, Iowa and consists of approximately 3,700 square feet. The office in Ankeny, Iowa occupies approximately 14,000 square feet, of which approximately 3,000 square feet is leased to three tenants for business purposes. The West Glenn office is located in West Des Moines, Iowa and occupies approximately 12,500 square feet and is leased from the Company. The West Glen office leases approximately 2,000 square feet to one tenant. The Valley Junction office is located in West Des Moines, Iowa and consists of approximately 2,600 square feet. The Johnston office is leased and consists of 3,800 square feet. The Downtown Osceola, Iowa office occupies approximately 9,800 square feet. The Jeffreys office is located in Osceola, Iowa and consists of approximately 2,500 square feet. The Murray office is located in Murray, Iowa and consists of approximately 1,300 square feet. The Murray office is a deposit services office only. All of the properties owned by the Company and First National are free of any mortgages.

 

State Bank conducts its business from its main office located at 1025 Sixth Street, Nevada, Iowa. This property is owned by State Bank free of any mortgage.

 

Boone Bank conducts its business from its main office located at 716 Eighth Street, Boone, Iowa and from one additional office also located in Boone, Iowa. All properties are owned by Boone Bank free of any mortgage.

 

Reliance Bank conducts its business from its main office located at 606 Broad Street, Story City, Iowa. Approximately 11,400 square feet of the Story City office is leased to eleven individual tenants and two commercial tenants. Reliance also has a full service office located in Garner, Iowa. All properties are owned by Reliance Bank free of any mortgage.

 

United Bank conducts its business from its main office located at 2101 South Center Street, Marshalltown, Iowa and from a full-service office also located in Marshalltown, Iowa. All properties are owned by United Bank free of any mortgage.

 

Iowa State Bank’s main office is located at 401 West Adams Street, Creston, Iowa and consists of 9,100 square feet. In addition to its main office, Iowa State Bank conducts its business through three full-service offices, the Highway 34 office, Corning office and Lenox office. The Highway 34 office is located in Creston and consists of approximately 4,700 square feet. The Corning office is located in Corning and consists of approximately 2,100 square feet. The Lennox office is located in Lennox and consists of approximately 5,400 square feet. The Diagonal office is a deposit services office only. The Diagonal office is located in Diagonal and consists of approximately 1,200 square feet. All properties are owned by Iowa State Bank free of any mortgage.

 

 

ITEM 3. LEGAL PROCEEDINGS

 

The Banks are from time-to-time parties to various legal actions arising in the normal course of business. The Company believes that there is no threatened or pending proceeding against the Company or the Banks, which, if determined adversely, would have a material adverse effect on the business or financial condition of the Company or the Banks.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

On February 27, 2020, the Company had approximately 439 shareholders of record and approximately 1,695 additional beneficial owners whose shares were held in nominee titles through brokerage or other accounts. The Company’s common stock is traded on the NASDAQ Capital Market under the symbol “ATLO”. Trading in the Company’s common stock is, however, relatively limited. The closing price of the Company’s common stock was $26.50 on February 27, 2020.

 

The Company declared aggregate annual cash dividends in 2019 and 2018 of approximately $8,861,000 and $10,890,000, respectively, or $0.96 per share in 2019 and $1.17 per share in 2018. In February 2020, the Company declared a quarterly cash dividend of approximately $2,306,000 or $0.25 per share.

 

The decision to declare cash dividends in the future and the amount thereof rests within the discretion of the Board of Directors of the Company and will be subject to, among other things, the future earnings, capital requirements and financial condition of the Company and certain regulatory restrictions imposed on the payment of dividends by the Banks. Such restrictions are discussed in greater detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources and in Note 16 (Regulatory Matters) to the Company’s financial statements included herein.

 

The Company does not maintain or sponsor any equity compensation plans covering its executives or employees of the Company or the Banks.

 

In November, 2019, the Board of Directors approved a Stock Repurchase Plan which provided for the repurchase of up to 100,000 shares of the Company’s common stock. This Stock Repurchase Plan replaced the previous Stock Repurchase Plan (approved in November, 2018) that expired in November, 2019. The Company purchased 70,558 shares in 2019 and 17,608 shares in 2018 under the Stock Repurchase Plans that were in effect during 2019 and 2018.

 

The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended December 31, 2019.

 

                   

Total

         
                   

Number

   

Maximum

 
                   

of Shares

   

Number of

 
                   

Purchased as

   

Shares that

 
   

Total

           

Part of

   

May Yet Be

 
   

Number

   

Average

   

Publicly

   

Purchased

 
   

of Shares

   

Price Paid

   

Announced

   

Under

 

Period

 

Purchased

   

Per Share

   

Plans

   

The Plan

 
                                 

October 1, 2019 to October 31, 2019 (1)

    -     $ -       -       11,834  
                                 

November 1, 2019 to November 30, 2019 (1) and (2)

    -     $ -       -       100,000  
                                 

December 1, 2019 to December 31, 2019 (2)

    -     $ -       -       100,000  
                                 

Total

    -               -          

 

(1)

The Stock Repurchase Plan adopted in November, 2018 expired in November, 2019 and no shares remain available for purchase under this plan as a result of the expiration. No purchases were made under this plan during October or November, 2019.

(2)

A successor Stock Repurchase Plan was approved and became effective on November 13, 2019 and authorized the purchase of up to 100,000 shares. This plan is scheduled to expire on November 10, 2020. No shares were purchased under this plan during November or December, 2019.

 

 

ITEM 6. SELECTED FINANCIAL DATA

 

The following financial data of the Company for the five years ended December 31, 2015 through 2019 is derived from the Company's historical audited financial statements and related footnotes. The information set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operation" and the consolidated financial statements and related notes contained elsewhere in this Annual Report.

 

Selected Financial Data

                                       
   

Years Ended December 31,

 

(dollars in thousands, except per share amounts)

 

2019

   

2018

   

2017

   

2016

   

2015

 
                                         

STATEMENT OF INCOME DATA

                                       

Interest income

  $ 56,177     $ 49,727     $ 45,794     $ 44,046     $ 43,150  

Interest expense

    10,929       7,603       5,581       4,135       4,185  
                                         

Net interest income

    45,248       42,124       40,213       39,911       38,965  

Provision for loan losses

    1,314       639       1,520       524       1,099  
                                         

Net interest income after provision for loan losses

    43,934       41,485       38,693       39,387       37,866  

Noninterest income

    8,629       7,901       7,993       8,088       8,267  

Noninterest expense

    31,522       27,966       25,405       24,935       25,312  
                                         

Income before provision for income tax

    21,041       21,420       21,281       22,540       20,821  

Provision for income tax

    3,847       4,406       7,584       6,805       5,806  
                                         

Net income

  $ 17,194     $ 17,014     $ 13,697     $ 15,735     $ 15,015  
                                         
                                         

DIVIDENDS AND EARNINGS PER SHARE DATA

                                       

Cash dividends declared

  $ 8,861     $ 10,890     $ 8,194     $ 7,821     $ 7,449  

Cash dividends declared per share

  $ 0.96     $ 1.17     $ 0.88     $ 0.84     $ 0.80  

Basic and diluted earnings per share

  $ 1.86     $ 1.83     $ 1.47     $ 1.69     $ 1.61  

Weighted average shares outstanding

    9,236,989       9,309,649       9,310,913       9,310,913       9,310,913  
                                         

BALANCE SHEET DATA

                                       

Total assets

  $ 1,737,183     $ 1,455,687     $ 1,375,060     $ 1,366,453     $ 1,326,747  

Net loans

    1,048,147       890,461       771,550       752,182       701,328  

Deposits

    1,493,175       1,221,084       1,134,391       1,109,409       1,074,193  

Stockholders' equity

    187,579       172,865       170,753       165,105       161,250  

Equity to assets ratio

    10.80 %     11.88 %     12.42 %     12.08 %     12.15 %
                                         

FIVE YEAR FINANCIAL PERFORMANCE

                                       

Net income

  $ 17,194     $ 17,014     $ 13,697     $ 15,735     $ 15,015  

Average assets

    1,504,176       1,384,740       1,368,680       1,330,906       1,325,321  

Average stockholders' equity

    181,300       168,703       170,762       167,750       159,047  
                                         

Return on assets (net income divided by average assets)

    1.14 %     1.23 %     1.00 %     1.18 %     1.13 %

Return on equity (net income divided by average equity)

    9.48 %     10.09 %     8.02 %     9.38 %     9.44 %

Net interest margin (net interest income divided by average earning assets) *

    3.21 %     3.23 %     3.25 %     3.36 %     3.33 %

Efficiency ratio (noninterest expense divided by noninterest income plus net interest income)

    58.51 %     55.90 %     52.70 %     51.95 %     53.59 %

Dividend payout ratio (dividends per share divided by net income per share)

    51.61 %     63.93 %     59.86 %     49.70 %     49.69 %

Dividend yield (dividends per share divided by closing year-end market price)

    3.42 %     4.60 %     3.16 %     2.55 %     3.29 %

Equity to assets ratio (average equity divided by average assets)

    12.05 %     12.18 %     12.48 %     12.60 %     12.00 %

 

* See page 28 for further discussion of this Non-GAAP financial measure.

 

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

The following discussion is provided for the consolidated operations of the Company and its Banks. The purpose of this discussion is to focus on significant factors affecting the Company's financial condition and results of operations.

 

The Company does not engage in any material business activities apart from its ownership of the Banks. Products and services offered by the Banks are for commercial and consumer purposes, including loans, deposits and wealth management services. Some Banks also offer investment services through a third-party broker-dealer. The Company employs 16 individuals to assist with financial reporting, human resources, marketing, audit, compliance, technology systems, property appraisals, training and the coordination of management activities, in addition to 266 full-time equivalent individuals employed by the Banks.

 

The Company’s primary competitive strategy is to utilize seasoned and competent Bank management and local decision-making authority to provide customers with prompt response times and flexibility in the products and services offered. This strategy is viewed as providing an opportunity to increase revenues through the creation of a competitive advantage over other financial institutions. The Company also strives to remain operationally efficient to improve profitability while enabling the Banks to offer more competitive loan and deposit rates.

 

The principal sources of Company revenues and cash flows are: (i) interest and fees earned on loans made or held by the Company and Banks; (ii) interest on investments, primarily on bonds, held by the Banks; (iii) fees on wealth management services; (iv) service charges on deposit accounts maintained at the Banks; (v) merchant and card fees; (vi) gain on the sale of loans held for sale; and (vii) securities gains. The Company’s principal expenses are: (i) interest expense on deposit accounts and other borrowings; (ii) salaries and employee benefits; (iii) data processing costs primarily associated with maintaining the Banks’ loan and deposit functions; (iv) occupancy expenses for maintaining the Banks’ facilities; (v) professional fees; and (vi) business development. The largest component contributing to the Company’s net income is net interest income, which is the difference between interest earned on earning assets (primarily loans and investments) and interest paid on interest bearing liabilities (primarily deposit accounts and other borrowings). One of management’s principal functions is to manage the spread between interest earned on earning assets and interest paid on interest bearing liabilities in an effort to maximize net interest income while maintaining an appropriate level of interest rate risk.

 

The Company reported net income of $17,194,000 for the year ended December 31, 2019 compared to $17,014,000 for the year ended December 31, 2018. This represents an increase in net income of 1.1% when comparing 2019 with 2018. The improvement in earnings in 2019 from 2018 is primarily the result of the Clarke County Acquisition and improved loan interest income, offset in part by elevated deposit interest expense. Earnings per share for 2019 were $1.86 compared to $1.83 in 2018. All six Banks demonstrated profitable operations during 2019 and 2018.

 

The Company’s return on average equity for 2019 was 9.48% compared to 10.09% in 2018, and the return on average assets for 2019 was 1.14% compared to 1.23% in 2018. The decrease in return on average equity and return on average assets when comparing 2019 to 2018 was primarily a result of a higher asset base due to the Iowa State Bank Acquisition and an increase in stockholder’s equity due to net income, less dividends and an increase in accumulated other comprehensive income.

 

The following discussion will provide a summary review of important items relating to:

 

 

Challenges

 

Key Performance Indicators

 

Industry Results

 

Critical Accounting Policies

 

Income Statement Review

 

Balance Sheet Review

 

Asset Quality Review and Credit Risk Management

 

Liquidity and Capital Resources

 

Interest Rate Risk

 

Inflation

 

Forward-Looking Statements and Business Risks

 

Non-GAAP Financial Measures

 

 

Challenges

 

Management has identified certain events or circumstances that have the potential to negatively impact the Company’s financial condition and results of operations in the future and is attempting to position the Company to best respond to those challenges.

 

 

If interest rates increase significantly over a relatively short period of time due to higher inflationary numbers or other factors, the interest rate environment may present a challenge to the Company. Increases in interest rates may negatively impact the Company’s net interest margin if interest expense increases more quickly than interest income, thus placing downward pressure on net interest income. The Company’s earning assets (primarily its loan and investment portfolio) have longer maturities than its interest bearing liabilities (primarily deposits and other borrowings); therefore, in a rising interest rate environment, interest expense will tend to increase more quickly than interest income as the interest bearing liabilities reprice more quickly than earning assets, resulting in a reduction in net interest income. In response to this challenge, the Banks model quarterly the changes in income that would result from various changes in interest rates. Management believes Bank earning assets have the appropriate maturity and repricing characteristics to optimize earnings and the Banks’ interest rate risk positions.

 

 

If market interest rates in the three to five year term remain at low levels as compared to the short term interest rates, the interest rate environment may present a challenge to the Company. The Company’s earning assets (typically priced at market interest rates in the three to five year range) will reprice at lower interest rates, but the deposits will not reprice at significantly lower interest rates, therefore the net interest income may decrease. Management believes Bank earning assets have the appropriate maturity and repricing characteristics to optimize earnings and the Banks’ interest rate risk positions.

 

 

The agricultural community is subject to commodity price fluctuations.  Extended periods of low commodity prices, higher input costs or poor weather conditions could result in reduced profit margins, reducing demand for goods and services provided by agriculture-related businesses, which, in turn, could affect other businesses in the Company’s market area. Moreover, the recent changes in U.S. trade policy, including the imposition of tariffs by the U.S. government and retaliatory tariffs imposed in response by foreign governments, could create further volatility for commodities prices as the volume of exports of agricultural products to these foreign markets could be adversely impacted. Lastly, uncertainty regarding governmental mandates affecting ethanol production could reduce the demand for corn in the Company’s trade area, thus introducing further price volatility for this commodity. Any combination of these factors could produce losses within the Company's agricultural loan portfolio and in the commercial loan portfolio with respect to borrowers whose businesses are directly or indirectly impacted by the health of the agricultural economy.

 

Key Performance Indicators

 

Certain key performance indicators for the Company and the industry are presented in the following chart. The industry figures are compiled by the Federal Deposit Insurance Corporation (FDIC) and are derived from 5,177 commercial banks and savings institutions insured by the FDIC. Management reviews these indicators on a quarterly basis for purposes of comparing the Company’s performance from quarter to quarter against the industry as a whole.

 

Selected Indicators for the Company and the Industry

 

   

Years Ended December 31,

 
   

 

2019

   

 

2018

   

 

2017

 
   

Company

   

Industry

   

Company

   

Industry

   

Company

   

Industry

 
                                                 

Return on assets

    1.14 %     1.29 %     1.23 %     1.35 %     1.00 %     0.97 %
                                                 

Return on equity

    9.48 %     11.40 %     10.09 %     11.98 %     8.02 %     8.64 %
                                                 

Net interest margin

    3.21 %     3.36 %     3.23 %     3.40 %     3.25 %     3.25 %
                                                 

Efficiency ratio

    58.51 %     56.63 %     55.90 %     56.27 %     52.70 %     57.94 %
                                                 

Capital ratio

    12.05 %     9.66 %     12.18 %     9.70 %     12.48 %     9.62 %

 

 

Key performance indicators include:

 

 

Return on Assets

 

This ratio is calculated by dividing net income by average assets. It is used to measure how effectively the assets of the Company are being utilized in generating income. The Company’s return on assets ratio is lower than that of the industry, primarily as a result of the Company’s net interest margin being lower than the industry.

 

 

Return on Equity

 

This ratio is calculated by dividing net income by average equity. It is used to measure the net income or return the Company generated for the shareholders’ equity investment in the Company. The Company’s return on equity ratio is lower than the industry primarily as a result of the Company’s higher capital ratio and lower net interest margin as compared to the industry.

 

 

Net Interest Margin

 

This ratio is calculated by dividing net interest income by average earning assets. Earning assets consist primarily of loans and investments that earn interest. This ratio is used to measure how well the Company is able to maintain interest rates on earning assets above those of interest-bearing liabilities, which is the interest expense paid on deposit accounts and other borrowings. The Company’s net interest margin is slightly lower than the industry average.

 

 

Efficiency Ratio

 

This ratio is calculated by dividing noninterest expense by net interest income and noninterest income. The ratio is a measure of the Company’s ability to manage noninterest expenses. The Company’s efficiency ratio is slightly higher than the industry average.

 

 

Capital Ratio

 

The capital ratio is calculated by dividing average total equity capital by average total assets. It measures the level of average assets that are funded by shareholders’ equity. Given an equal level of risk in the financial condition of two companies, the higher the capital ratio, generally the more financially sound the company. The Company’s capital ratio is significantly higher than the industry average.

 

Industry Results

 

The FDIC Quarterly Banking Profile reported the following results for the fourth quarter of 2020

 

Full-Year 2019 Net Income Declines to $233.1 Billion

 

For the 5,177 FDIC-insured commercial banks and savings institutions, full-year 2019 net income totaled $233.1 billion, down $3.6 billion (1.5%) from 2018. The decline was primarily attributable to slower growth in net interest income (up $5.5 billion, or 1%) and higher loan-loss provisions (up $5 billion, or 9.9%). Average net interest margin (NIM) declined from 3.40% in 2018 to 3.36% in 2019, as average earning assets grew at a faster rate than net interest income. The average return on assets (ROA) fell from 1.35% in 2018 to 1.29% in 2019.

 

Quarterly Net Income Declines Almost 7% From a Year Ago to $55.2 Billion

 

Quarterly net income totaled $55.2 billion during fourth quarter 2019, down $4.1 billion (6.9%) from a year ago. The annual decline in quarterly net income was a result of lower net interest income and higher noninterest expenses. About half (45.6%) of all banks reported year-over-year declines in net income, and the percentage of unprofitable banks in the fourth quarter remained stable from a year ago at 7.2%. The average ROA was 1.20% in fourth quarter 2019, down 13 basis points from a year ago.

 

 

Net Interest Income Declines 2.4% From Fourth Quarter 2018

 

Net interest income declined by $3.4 billion (2.4%) from 12 months ago, marking the first annual decline since third quarter 2013. NIM for the banking industry fell by 20 basis points from a year ago to 3.28%, as average asset yields declined more rapidly than average funding costs. The annual decline in NIM occurred for all five asset size groups featured in the Quarterly Banking Profile but was especially pronounced among banks with total assets between $10 billion and $250 billion. Banks responded to the low interest-rate environment by growing longer-term assets, but these assets generated lower yields and contributed to the NIM decline.

 

Noninterest Expense Increases 3.2% From Fourth Quarter 2018

 

Noninterest expense was $121.5 billion in fourth quarter 2019, up $3.7 billion (3.2%) from fourth quarter 2018. About two out of every three banks (67.5%) reported annual increases in noninterest expense. Close to 80% of the aggregate increase was attributable to higher salary and employee benefits, which grew by $2.9 billion (5.4%). The average assets per employee increased from $8.7 million in fourth quarter 2018 to $9 million in fourth quarter 2019.

 

Noninterest Income Expands 2.5% From 12 Months Ago

 

Noninterest income totaled $66 billion during the fourth quarter, up $1.6 billion (2.5%) from 12 months ago. The increase was broad-based, as more than half (61.8%) of all banks reported higher annual noninterest income. The annual increase was driven by higher trading revenues (up $3.2 billion, or 76.4%) and net gains on loan sales (up $1.1 billion, or 41.6%).

 

Loan-Loss Provisions Increase Modestly From a Year Ago

 

In the fourth quarter, banks set aside $14.8 billion in loan-loss provisions, an increase of $779 million (5.5%) from a year ago. More than one-third (38.4%) of all banks reported year-over-year increases in loan-loss provisions. The increase was mostly concentrated at larger institutions. Loan-loss provisions as a share of net operating revenue increased to 7.3% during the fourth quarter, the highest level since year-end 2012.

 

Net Charge-Offs Rise by $1.3 Billion From a Year Ago

 

Net charge-offs totaled $13.9 billion during the fourth quarter, an increase of $1.3 billion (10.4%) from fourth quarter 2018. The largest contributor to the year-over-year increase in net charge-offs was the commercial and industrial (C&I) loan portfolio, which registered a charge-off increase of $591.2 million (34.3%), and the credit card portfolio, which registered a charge-off increase of $409.9 million (5%). The average net chargeoff rate increased by 4 basis points from fourth quarter 2018 to 0.54%. The C&I net charge-off rate was 0.42% during fourth quarter 2019, up from 0.32% a year ago but below the recent high of 0.50% reported in fourth quarter 2016. The credit card net charge-off rate increased by 4 basis points from fourth quarter 2018 to 3.75%.

 

Noncurrent Loan Rate Remains Stable at 0.91%

 

Noncurrent loan balances (90 days or more past due or in nonaccrual status) remained relatively stable (down $46.4 million, or 0.05%) from the previous quarter. About half of all banks (51.2%) reported declines in noncurrent loan balances. All major loan categories experienced declining levels of noncurrent loans from the previous quarter, except for credit card balances, which increased by $1.3 billion (10.3%). The credit card loan portfolio also registered the largest quarterly increase in the noncurrent rate, up 7 basis points to 1.47%.

 

Loan-Loss Reserves Decline Modestly From Third Quarter 2019

 

Loan-loss reserves totaled $123.9 billion at the end of fourth quarter 2019, down $1.3 billion (1%) from the previous quarter. At banks that itemize their loan-loss reserves, those with total assets of $1 billion or more, residential real estate reserves declined by $831.4 million (8%) and commercial real estate reserves fell by $669.6 million (2%). Loan-loss reserves for credit card portfolios rose by $775.6 million (1.9%) from third quarter 2019.

 

 

Total Assets Increase From the Previous Quarter

 

Total assets increased by $163.4 billion (0.9%) from the previous quarter, primarily because of growth in loan and leases balances (up $117.9 billion). Banks increased their securities holdings by $45.5 billion (1.2%), as mortgage-backed securities rose by $24.4 billion (1%) and holdings of U.S. Treasury securities grew by $8.5 billion (1.4%). Cash and balances due from depository institutions rose by $40.6 billion (2.5%).

 

Loan Balances Expand From the Previous Quarter and a Year Ago

 

Total loan and lease balances rose by $117.9 billion (1.1%) from third quarter 2019. More than half (59.2%) of all banks grew their loan and lease balances from the third quarter. Almost all of the major loan categories registered quarterly increases, except for the C&I loan portfolio which registered the first quarterly decline since fourth quarter 2016 (down $11 billion, or 0.5%). Quarterly growth among major loan categories was led by consumer loans (up $58.2 billion, or 3.3%), nonfarm nonresidential loans (up $21.6 billion, or 1.4%), and residential mortgage loans (up $19.1 billion, or 0.9%).3 Over the past year, total loan and lease balances rose by $366.3 billion (3.6%), slightly below the annual growth rate reported in third quarter 2019. The slowdown in annual growth of total loan and lease balances was led by the C&I loan portfolio, which expanded at its slowest rate since 2010 (1.9%).

 

Deposits Rise 1.8% From the Previous Quarter

 

Total deposit balances increased by $258.4 billion (1.8%) from the previous quarter, as interest-bearing accounts rose by $216.3 billion (2.2%) and noninterest-bearing accounts grew by $22.6 billion (0.7%). Deposits held in foreign offices increased by $19.5 billion (1.5%). Nondeposit liabilities, which include fed funds purchased, repurchase agreements, Federal Home Loan Bank (FHLB) advances, and secured and unsecured borrowings, fell by $69 billion (5%) from the previous quarter. The change in nondeposit liabilities was led by a decline in securities sold under agreements to repurchase (down $30 billion, or 13.3%), the largest quarterly dollar decline since fourth quarter 2013. FHLB advances were lower by $16.3 billion (3.3%).

 

Equity Capital Increases From Third Quarter 2019

 

Equity capital rose by $12.8 billion (0.6%) from third quarter 2019. Fourth quarter 2019 declared dividends of $49.1 billion were below quarterly net income of $55.2 billion. Common equity tier 1 ratio increased by 5 basis points from a year ago to 13.21%. Fourteen insured institutions with $1.8 billion in total assets were below the requirements for the well-capitalized category as defined for Prompt Corrective Action purposes.

 

Three New Banks Are Added in Fourth Quarter 2019

 

The number of FDIC-insured commercial banks and savings institutions declined from 5,258 to 5,177 during fourth quarter 2019. Three new banks were added, 77 institutions were absorbed by mergers, and three banks failed. For full-year 2019, 13 new banks were added, 226 institutions were absorbed by mergers, and four banks failed. The number of institutions on the FDIC’s “Problem Bank List” fell from 55 at the end of third quarter to 51 at the end of fourth quarter, the lowest level since fourth quarter 2006. Aggregate total assets of problem banks declined from $48.8 billion in third quarter 2019 to $46.2 billion in fourth quarter 2019.

 

Critical Accounting Policies

 

The discussion contained in this Item 7 and other disclosures included within this Annual Report are based on the Company’s audited consolidated financial statements which appear in Item 8 of this Annual Report. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The financial information contained in these statements is, for the most part, based on the financial effects of transactions and events that have already occurred. However, the preparation of these statements requires management to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

 

The Company’s significant accounting policies are described in the “Notes to Consolidated Financial Statements” accompanying the Company’s audited financial statements. Based on its consideration of accounting policies that involve the most complex and subjective estimates and judgments, management has identified the allowance for loan losses, the fair value determination of investment securities and the assessment of goodwill to be the Company’s most critical accounting policies.

 

 

Allowance for Loan Losses

 

The allowance for loan losses is established through a provision for loan losses that is treated as an expense and charged against earnings. Loans are charged against the allowance for loan losses when management believes that collectability of the principal is unlikely. The Company has policies and procedures for evaluating the overall credit quality of its loan portfolio, including timely identification of potential problem loans. On a quarterly basis, management reviews the appropriate level for the allowance for loan losses, incorporating a variety of risk considerations, both quantitative and qualitative. Quantitative factors include the Company’s historical loss experience, delinquency and charge-off trends, collateral values, known information about individual loans and other factors. Qualitative factors include various considerations regarding the general economic environment in the Company’s market area. To the extent actual results differ from forecasts and management’s judgment, the allowance for loan losses may be greater or lesser than future charge-offs. Due to potential changes in conditions, it is at least reasonably possible that change in estimates will occur in the near term and that such changes could be material to the amounts reported in the Company’s financial statements.

 

For further discussion concerning the allowance for loan losses and the process of establishing specific reserves, see the section of this Annual Report entitled “Asset Quality Review and Credit Risk Management” and “Analysis of the Allowance for Loan Losses”.

 

Fair Value of Investment Securities

 

The Company’s securities available-for-sale portfolio is carried at fair value with “fair value” being defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.

 

Goodwill

 

Goodwill arose in connection with various acquisitions, most recently in 2019 and 2018. Goodwill is tested annually for impairment or more often if conditions indicate a possible impairment.  For the purposes of goodwill impairment testing, determination of the fair value of a reporting unit involves the use of significant estimates and assumptions.   Impairment would arise if the fair value of a reporting unit is less than its carrying value. At December 31, 2019, Company’s management has completed the goodwill impairment analysis and determined goodwill was not impaired. Actual future test results may differ from the present evaluation of impairment due to changes in the conditions used in the current evaluation.

 

Non-GAAP Financial Measures

 

This Annual report contains references to financial measures that are not defined in GAAP. Such non-GAAP financial measures include the Company’s presentation of net interest income and net interest margin on a fully taxable equivalent (FTE) basis. Management believes these non-GAAP financial measures are widely used in the financial institutions industry and provide useful information to both management and investors to analyze and evaluate the Company’s financial performance. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently. These non-GAAP disclosures should not be considered an alternative to the Company’s GAAP results. The following table reconciles the non-GAAP financial measures of net interest income and net interest margin on an FTE basis to GAAP. (dollars in thousands)

 

Reconciliation of net interest income and annualized net interest margin on an FTE basis to GAAP:

 

   

2019

   

2018

 
                 

Net interest income (GAAP)

  $ 45,248     $ 42,124  

Tax-equivalent adjustment (1)

    1,076       1,218  

Net interest income on an FTE basis (non-GAAP)

    46,324       43,342  

Average interest-earning assets

  $ 1,442,707     $ 1,341,763  

Net interest margin on an FTE basis (non-GAAP)

    3.21 %     3.23 %

 

(1) Computed on a tax-equivalent basis using an incremental federal income tax rate of 21 percent for the years ended December 31, 2019 and 2018, adjusted to reflect the effect of the nondeductible interest expense associated with owning tax-exempt securities and loans.

 

 

Income Statement Review

 

The following highlights a comparative discussion of the major components of net income and their impact for the last two years.

 

Average Balances and Interest Rates

 

The following two tables are used to calculate the Company’s net interest margin. The first table includes the Company’s average assets and the related income to determine the average yield on earning assets. The second table includes the average liabilities and related expense to determine the average rate paid on interest bearing liabilities. The net interest margin is equal to the interest income less the interest expense divided by average earning assets. Refer to the net interest income discussion following the tables for additional detail. (dollars in thousands)

 

ASSETS

                                               
   

 

2019

   

 

2018

 
                                                 
   

Average

   

Revenue/

   

Yield/

   

Average

   

Revenue/

   

Yield/

 
   

balance

   

expense

   

rate

   

balance

   

expense

   

rate

 

Interest-earning assets

                                               

Loans (1)

                                               

Commercial

  $ 81,669     $ 4,440       5.44 %   $ 75,966     $ 3,876       5.10 %

Agricultural

    85,527       5,267       6.16 %     72,005       4,278       5.94 %

Real estate

    736,598       33,707       4.58 %     655,232       29,288       4.47 %

Consumer and other

    16,855       868       5.15 %     10,998       572       5.20 %
                                                 

Total loans (including fees)

    920,649       44,282       4.81 %     814,201       38,014       4.67 %
                                                 

Investment securities

                                               

Taxable

    268,643       6,484       2.41 %     266,725       6,188       2.32 %

Tax-exempt (2)

    190,856       5,123       2.68 %     217,486       5,801       2.67 %
                                                 

Total investment securities

    459,499       11,607       2.53 %     484,211       11,989       2.48 %
                                                 

Other interest earning assets

    62,559       1,364       2.18 %     43,351       942       2.17 %
                                                 
                                                 

Total interest-earning assets

    1,442,707     $ 57,253       3.97 %     1,341,763     $ 50,945       3.80 %
                                                 

Noninterest-earning assets

                                               

Cash and due from banks

    24,494                       21,274                  

Premises and equipment, net

    16,107                       15,458                  

Other, less allowance for loan losses

    20,868                       6,245                  
                                                 

Total noninterest-earning assets

    61,469                       42,977                  
                                                 
                                                 

TOTAL ASSETS

  $ 1,504,176                     $ 1,384,740                  

 

(1) Average loan balance includes nonaccrual loans, if any. Interest income collected on nonaccrual loans has been included.

(2) Tax-exempt income has been adjusted to a tax-equivalent basis using an incremental tax rate of 21% for the years ended December 31, 2019 and 2018.

 

 

Average Balances and Interest Rates (continued)

 

LIABILITIES AND STOCKHOLDERS' EQUITY

                                         
   

2019

   

2018

 
                                                 
   

Average

   

Revenue/

   

Yield/

   

Average

   

Revenue/

   

Yield/

 
   

balance

   

expense

   

rate

   

balance

   

expense

   

rate

 

Interest-bearing liabilities

                                               

Deposits

                                               

Savings, interest bearing checking and money markets accounts

  $ 810,306     $ 6,016       0.74 %   $ 745,652     $ 4,406       0.59 %

Time deposits

    232,989       4,184       1.80 %     198,319       2,436       1.23 %
                                                 

Total deposits

    1,043,295       10,200       0.98 %     943,971       6,842       0.72 %

Other borrowed funds

    44,887       729       1.62 %     50,446       761       1.51 %
                                                 

Total interest-bearing liabilities

    1,088,182       10,929       1.00 %     994,417       7,603       0.76 %
                                                 
                                                 

Noninterest-bearing liabilities

                                               

Noninterest bearing checking

    224,672                       213,535                  

Other liabilities

    10,022                       8,085                  
                                                 
                                                 

Stockholders' equity

    181,300                       168,703                  
                                                 
                                                 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 1,504,176                     $ 1,384,740                  
                                                 
                                                 

Net interest income

          $ 46,324       3.21 %           $ 43,342       3.23 %
                                                 

Spread Analysis

                                               

Interest income/average assets

          $ 57,253       3.81 %           $ 50,945       3.68 %

Interest expense/average assets

            10,929       0.73 %             7,603       0.55 %

Net interest income/average assets

            46,324       3.08 %             43,342       3.13 %

 

 

Rate and Volume Analysis

 

The rate and volume analysis is used to determine how much of the change in interest income or expense is the result of a change in volume or a change in interest rate. For example, real estate loan interest income increased $4,419,000 in 2019 compared to 2018. Increased volume of real estate loans increased interest income in 2019 by $3,688,000 and higher interest rates increased interest income in 2019 by $731,000.

 

The following table sets forth, on a tax-equivalent basis, a summary of the changes in net interest income resulting from changes in volume and rates. (in thousands)

 

   

2019 Compared to 2018

 
   

Volume

   

Rate

   

Total (1)

 

Interest income

                       

Loans

                       

Commercial

  $ 298     $ 266     $ 564  

Agricultural

    827       162       989  

Real estate

    3,688       731       4,419  

Consumer and other

    301       (5 )     296  
                         

Total loans (including fees)

    5,114       1,154       6,268  
                         

Investment securities

                       

Taxable

    47       249       296  

Tax-exempt

    (700 )     22       (678 )
                         

Total investment securities

    (653 )     271       (382 )
                         

Other interest and dividend income

    418       4       422  
                         

Total interest-earning assets

    4,879       1,429       6,308  
                         

Interest-bearing liabilities

                       

Deposits

                       

Savings, interest bearing checking and money market

    409       1,201       1,610  

Time deposits

    478       1,270       1,748  
                         

Total deposits

    887       2,471       3,358  
                         

Other borrowed funds

    (85 )     53       (32 )
                         

Total interest-bearing liabilities

    802       2,524       3,326  
                         

Net interest income-earning assets

  $ 4,077     $ (1,095 )   $ 2,982  

 

(1)

The change in interest due to both volume and yield/rate has been allocated to change due to volume and change due to yield/rate in proportion to the absolute value of the change in each.

 

Net Interest Income

 

The Company’s largest contributing component to net income is net interest income, which is the difference between interest earned on earning assets and interest paid on interest bearing liabilities. The volume of and yields earned on earning assets and the volume of and the rates paid on interest bearing liabilities determine net interest income. Refer to the tables preceding this paragraph for additional detail. Interest earned and interest paid is also affected by general economic conditions, particularly changes in market interest rates, by government policies and the action of regulatory authorities. Net interest income divided by average earning assets is referred to as net interest margin. For the years December 31, 2019 and 2018, the Company's net interest margin was 3.21% and 3.23%, respectively, computed on a FTE basis.

 

 

Net interest income during 2019 and 2018 totaled $45,248,000 and $42,124,000, respectively, representing a 7.4% increase in 2019 compared to 2018. Net interest income increased in 2019 as compared to 2018 due primarily to increases in the average balance, in part related to the Acquisitions, and rates of real estate loans, offset in part by increases in rates on deposits.

 

The high level of competition in the local markets will continue to put downward pressure on the net interest margin of the Company. Currently, the Company’s primary market in Ames, Iowa, has eleven banks, six credit unions and several other financial investment companies. Multiple banks are also located in the Company’s other market areas in central, north-central and south-central Iowa creating similarly competitive environments.

 

Provision for Loan Losses

 

The provision for loan losses reflects management's judgment of the expense to be recognized in order to maintain an adequate allowance for loan losses. The Company’s provision for loan losses for the year ended December 31, 2019 was $1,314,000 compared to $639,000 for the previous year. The provision for loan losses in 2019 and 2018 was necessary to maintain an adequate allowance for loan losses on the increasing outstanding loan portfolio, as well as funding net charge offs of $379,000 and $276,000 for 2019 and 2018, respectively. Classified loans increased $3.3 million to $43.1 million in 2019 primarily due to the Iowa State Bank Acquisition. The nonperforming loans have increased from $3,384,000 in 2018 to $5,043,000 in 2019. Refer to the “Asset Quality Review and Credit Risk Management” discussion for additional details with regard to loan loss provision expense.

 

Management believes the allowance for loan losses is adequate to absorb probable losses in the current portfolio. This statement is based upon management's continuing evaluation of inherent risks in the current loan portfolio, current levels of classified assets and general economic factors. The Company will continue to monitor the allowance and make future adjustments to the allowance as conditions dictate. Due to potential changes in conditions, it is at least reasonably possible that change in estimates will occur in the near term and that such changes could be material to the amounts reported in the Company’s financial statements.

 

Noninterest Income and Expense

 

Total noninterest income is comprised primarily of fee-based revenues from wealth management and trust services, bank-related service charges on deposit activities, net securities gains, merchant and card fees related to electronic processing of merchant and cash transactions and gain on the sale of loans held for sale.

 

Noninterest income during the years ended 2019 and 2018 totaled $8,629,000 and $7,901,000, respectively. The increase in noninterest income in 2019 compared to 2018 is primarily due to the Clarke County and Iowa State Bank Acquisitions (the “Acquisitions”) and higher wealth management income and gain on the sale of loans, offset in part by a gain on foreclosure of other real estate owned in 2018. Excluding securities gains, noninterest income increased 9.0% in 2019 as compared to 2018.

 

Noninterest expense for the Company consists of all operating expenses other than interest expense on deposits and other borrowed funds. Salaries and employee benefits are the largest component of the Company’s operating expenses and comprise 62% and 64% of noninterest expense in 2019 and 2018, respectively.

 

Noninterest expense during the years ended 2019 and 2018 totaled $31,522,000 and $27,965,000, respectively, representing a 12.7% increase in 2019 compared to 2018. The primary reason for the increase in 2019 was due to the Acquisitions and to a lesser extent the amortization of the new market tax credit projects amortization. The percentage of noninterest expense to average assets was 2.1 % in 2019, compared to 2.0% during 2018.

 

Provision for Income Taxes

 

The provision for income taxes for 2019 and 2018 was $3,847,000 and $4,406,000, respectively. This amount represents an effective tax rate of 18.3% and 20.6%, respectively. The Company's federal income tax rate was 21% for the years ended December 31, 2019 and 2018. The lower than expected tax rate was due primarily to tax-exempt interest income and $693,000 of new market tax credits recognized in 2019. These tax credits were generated by First National’s investment in qualified community development entities. The credits totaled $5.4 million and will be recognized over a seven-year period beginning in 2019.

 

Balance Sheet Review

 

The Company’s assets are comprised primarily of loans and investment securities. The majority of average earning asset maturity or repricing dates are generally five years or less for the combined portfolios as the assets are funded for the most part by short term deposits with either immediate availability or less than one year average maturities. This exposes the Company to risk with regard to changes in interest rates.

 

 

Total assets increased to $1,737,183,000 in 2019 compared to $1,455,687,000 in 2018, a 19.3% increase. The increase is primarily due to the Iowa State Bank Acquisition, growth in interest bearing deposits in financial institutions and to a lesser extent organic loan growth.

 

Loan Portfolio

 

Net loans as of December 31, 2019 totaled $1,048,147,000, an increase of 17.7% from the $890,461,000 as of December 31, 2018. Loans increased primarily due to the Iowa State Bank Acquisition and to a lesser extent organic loan demand, which remained favorable in 2019 as most markets provided additional lending opportunities. Loans are the primary contributor to the Company’s revenues and cash flows. The average yield on loans was 228 and 219 basis points higher in 2019 and 2018, respectively, in comparison to the average tax-equivalent investment portfolio yields.

 

Types of Loans

 

The following table sets forth the composition of the Company's loan portfolio for the past five years ending at December 31, 2019. (dollars in thousands)

 

   

2019

   

2018

   

2017

   

2016

   

2015

 

Real Estate

                                       

Construction

  $ 47,895     $ 51,364     $ 50,309     $ 61,042     $ 66,268  

1-4 family residential

    201,510       169,722       146,258       149,507       127,076  

Commercial

    435,850       389,532       350,626       315,702       251,889  

Agricultural

    160,771       103,652       81,790       73,032       62,530  

Commercial

    84,084       86,194       73,816       74,378       102,515  

Agricultural

    111,945       85,202       69,806       76,994       79,533  

Consumer and other

    18,791       16,566       10,345       12,130       21,599  
                                         

Total loans

    1,060,846       902,232       782,950       762,785       711,410  

Deferred loan fees, net

    (80 )     (87 )     (79 )     (96 )     (94 )
                                         

Total loans net of deferred fees

  $ 1,060,766     $ 902,145     $ 782,871     $ 762,689     $ 711,316  

 

The Company's loan portfolio consists of real estate, commercial, agricultural and consumer loans. As of December 31, 2019, gross loans totaled approximately $1,060,846,000, which equals approximately 71.0% of total deposits and 61.1% of total assets. The Iowa State Average Report (consisting of 270 banks in the State of Iowa) loan to deposit ratio as of September 30, 2019 was 80%. As of December 31, 2019, the majority of the loans were originated directly by the Banks to borrowers within the Banks’ principal market areas. There are no foreign loans outstanding during the years presented.

 

Real estate loans include various types of loans for which the Banks hold real property as collateral and consist of loans primarily on commercial, agricultural and multifamily properties and single family residences. Real estate loans typically have fixed rates for up to five years, with the Company’s loan policy permitting a maximum fixed rate maturity of up to 15 years. The majority of construction loan volume is given to contractors to construct 1-4 family residence and commercial buildings and these loans generally have maturities of up to 12 months. The Banks also originate residential real estate loans for sale to the secondary market for a fee.

 

Commercial loans consist primarily of loans to businesses for various purposes, including revolving lines to finance current operations, floor-plans, inventory and accounts receivable; capital expenditure loans to finance equipment and other fixed assets; and letters of credit. These loans generally have short maturities, have either adjustable or fixed rates and are unsecured or secured by inventory, accounts receivable, equipment and/or real estate.

 

Agricultural loans play an important part in the Banks’ loan portfolios. Iowa is a major agricultural state and is a national leader in both grain and livestock production. The Banks play a significant role in their communities in financing operating, livestock and real estate activities for area producers.

 

Consumer loans include loans extended to individuals for household, family and other personal expenditures not secured by real estate. The majority of the Banks’ consumer lending is for vehicles, consolidation of personal debts and improvements.

 

 

The interest rates charged on loans vary with the degree of risk and the amount and maturity of the loan. Competitive pressures, market interest rates, the availability of funds and government regulation further influence the rate charged on a loan. The Banks follow a loan policy, which has been approved by both the board of directors of the Company and the Banks, and is overseen by both Company and Bank management. These policies establish lending limits, review and grading criteria and other guidelines such as loan administration and allowance for loan losses. Loans are approved by the Banks’ board of directors and/or designated officers in accordance with respective guidelines and underwriting policies of the Company. Credit limits generally vary according to the type of loan and the individual loan officer’s experience. Loans to any one borrower are limited by applicable state and federal banking laws.

 

Maturities and Sensitivities of Loans to Changes in Interest Rates as of December 31, 2019

 

The contractual maturities of the Company's loan portfolio are as shown below. Actual maturities may differ from contractual maturities because individual borrowers may have the right to prepay loans with or without prepayment penalties. (in thousands)

 

           

After one

                 
           

year but

                 
   

Within

   

within

   

After

         
   

one year

   

five years

   

five years

   

Total

 
                                 

Real Estate

                               

Construction

  $ 29,114     $ 12,383     $ 6,398     $ 47,895  

1-4 family residential

    17,472       78,575       105,463       201,510  

Commercial

    35,401       226,528       173,921       435,850  

Agricultural

    16,093       22,741       121,937       160,771  

Commercial

    36,219       24,671       23,194       84,084  

Agricultural

    89,478       20,048       2,419       111,945  

Consumer and other

    2,196       12,139       4,456       18,791  
                                 

Total loans

  $ 225,973     $ 397,085     $ 437,788     $ 1,060,846  

 

   

After one

         
   

year but

         
   

within

   

After

 
   

five years

   

five years

 
                 

Loan maturities after one year with:

               

Fixed rates

  $ 365,464     $ 168,827  

Variable rates

    31,621       268,961  
                 
    $ 397,085     $ 437,788  

 

Loans Held For Sale

 

There was $2,777,000 of mortgage origination funding awaiting delivery to the secondary market as of December 31, 2019 and $401,000 as of December 31, 2018. Residential mortgage loans are originated by the Banks and sold to several secondary mortgage market outlets based upon customer product preferences and pricing considerations. The mortgages are sold in the secondary market to eliminate interest rate risk and to generate secondary market fee income. It is not anticipated at the present time that loans held for sale will become a significant portion of total assets.

 

 

Investment Portfolio

 

Total investments as of December 31, 2019 were $479,843,000, an increase of $20.9 million or 4.5% from the prior year end. As of December 31, 2019 and 2018, the investment portfolio comprised 28% and 32% of total assets, respectively.

 

The following table presents the fair values, which represent the carrying values due to the available-for-sale classification, of the Company’s investment portfolio as of December 31, 2019 and 2018. This portfolio provides the Company with a significant amount of liquidity. (in thousands)

 

   

2019

   

2018

 
                 

U.S. government treasuries

  $ 9,452     $ 7,800  

U.S. government agencies

    126,433       110,268  

U.S. government mortgage-backed securities

    81,128       70,382  

State and political subdivisions

    195,302       215,955  

Corporate bonds

    67,528       54,566  
                 

Total

  $ 479,843     $ 458,971  

 

Investments in states and political subdivisions represent purchases of municipal bonds located primarily in the state of Iowa and contiguous states.

 

During the years ended December 31, 2019 and 2018, the Company did not recognize an other-than-temporary impairment. Management estimates at the present time there exists no other-than-temporary impairments in the securities available-for-sale portfolio at December 31, 2019; however, it is possible that the Company may incur impairment losses in 2020 and thereafter.

 

As of December 31, 2019, the Company did not have securities from a single issuer, except for the United States Government or its agencies, which exceeded 10% of consolidated stockholders’ equity.

 

The Company’s securities available-for-sale portfolio is carried at fair value with “fair value” being defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.

 

The valuation techniques used are consistent with the market approach, the income approach, and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques are consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, a fair value hierarchy was established 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. A quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available.

  

 

Level 2:

Inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatility, prepayment speeds, credit risk); or inputs derived principally from or can be corroborated by observable market data by correlation or other means.

 

 

Level 3:

Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

 

Level 1 securities include U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets.  Other securities available-for-sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the terms and conditions, among other things.

 

The Company reviews the prices supplied by the independent pricing service, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment portfolio securities that are esoteric or that have a complicated structure. The Company’s entire portfolio consists of traditional investments, nearly all of which are federal agency or mortgage pass-through securities, general obligation or revenue based municipal bonds and corporate bonds. Annually, the Company will validate prices supplied by the independent pricing service by comparison to prices obtained from third-party sources.

 

Investment Maturities as of December 31, 2019

 

The investments in the following table are reported by contractual maturity. Expected maturities may differ from contractual maturities because issuers of the securities may have the right to call or prepay obligations with or without prepayment penalties. (in thousands)

 

           

After one

   

After five

                 
           

year but

   

years but

                 
   

Within

   

within

   

within

   

After

         
   

one year

   

five years

   

ten years

   

ten years

   

Total

 
                                         

U.S. government treasuries

  $ 900     $ 8,552     $ -     $ -     $ 9,452  

U.S. government agencies

    29,841       54,473       42,119       -       126,433  

U.S. government mortgage-backed securities

    1,788       75,214       4,126       -       81,128  

States and political subdivisions (1)

    33,888       74,565       65,488       21,361       195,302  

Corporate bonds

    5,314       39,214       23,000       -       67,528  
                                         

Total

  $ 71,731     $ 252,018     $ 134,733     $ 21,361     $ 479,843  
                                         

Weighted average yield

                                       

U.S. government treasuries

    1.94 %     1.89 %     n/a       n/a       1.89 %

U.S. government agencies

    1.89 %     2.25 %     2.45 %     n/a       2.29 %

U.S government mortgage-backed securities

    2.31 %     2.47 %     2.36 %     n/a       2.46 %

States and political subdivisions (1)

    2.58 %     2.80 %     2.94 %     3.23 %     2.85 %

Corporate bonds

    2.18 %     2.65 %     2.97 %     n/a       2.72 %
                                         

Total

    2.15 %     2.53 %     2.83 %     3.23 %     2.60 %

 

(1) Yields on tax-exempt obligations of states and political subdivisions have been computed on a tax-equivalent basis.

 

At December 31, 2019 and 2018, the Company’s investment securities portfolio included securities issued by 251 and 263 government municipalities and agencies located within 18 and 16 states with a fair value of $195,302,000 and $215,955,000, respectively. No one municipality or agency represents a concentration within this segment of the investment portfolio. The largest exposure to any one municipality or agency as of December 31, 2019 and 2018 was $3.6 million (approximately 1.8% of the fair value of the governmental municipalities) represented by the Poweshiek Iowa Water Association to be repaid by water revenues.

 

The Company’s procedures for evaluating investments in states, municipalities and political subdivisions include but are not limited to reviewing the offering statement and the most current available financial information, comparing yields to yields of bonds of similar credit quality, confirming capacity to repay, assessing operating and financial performance, evaluating the stability of tax revenues, considering debt profiles and local demographics, and for revenue bonds, assessing the source and strength of revenue structures for municipal authorities. These procedures, as applicable, are utilized for all municipal purchases and are utilized in whole or in part for monitoring the portfolio of municipal holdings. The Company does not utilize third party credit rating agencies as a primary component of determining if the municipal issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment, and, therefore, does not compare internal assessments to those of the credit rating agencies. Credit rating downgrades are utilized as an additional indicator of credit weakness and as a reference point for historical default rates.

 

 

The following table summarizes the total general obligation and revenue bonds in the Company’s investment securities portfolios as of December 31, 2019 and 2018 identifying the state in which the issuing government municipality or agency operates. (in thousands)

 

   

2019

   

2018

 
           

Estimated

           

Estimated

 
   

Amortized

   

Fair

   

Amortized

   

Fair

 
   

Cost

   

Value

   

Cost

   

Value

 
                                 

Obligations of states and political subdivisions:

                               

General Obligation bonds:

                               

Iowa

  $ 58,457     $ 59,072     $ 59,935     $ 59,481  

Texas

    11,243       11,382       11,822       11,803  

Pennsylvania

    7,895       7,989       9,167       9,144  

Washington

    6,530       6,629       6,905       6,762  

Other (2019: 12 states; 2018: 12 states)

    18,168       18,375       17,138       17,198  
                                 

Total general obligation bonds

  $ 102,293     $ 103,447     $ 104,967     $ 104,388  
                                 

Revenue bonds:

                               

Iowa

  $ 78,281     $ 78,624     $ 104,589     $ 103,925  

Other (2019: 12 states; 2018: 7 states)

    13,171       13,231       7,691       7,642  
                                 

Total revenue bonds

  $ 91,452     $ 91,855     $ 112,280     $ 111,567  
                                 

Total obligations of states and political subdivisions

  $ 193,745     $ 195,302     $ 217,247     $ 215,955  

 

As of December 31, 2019 and 2018, the revenue bonds in the Company’s investment securities portfolios were issued by government municipalities and agencies to fund public services such as community school facilities, college and university dormitory facilities and water utilities. The revenue bonds are to be paid from 13 and 12 revenue sources in 2019 and 2018, respectively. The revenue sources that represent 5% or more, individually, as a percent of the total revenue bonds are summarized in the following table. (in thousands)

 

   

2019

   

2018

 
           

Estimated

           

Estimated

 
   

Amortized

   

Fair

   

Amortized

   

Fair

 
   

Cost

   

Value

   

Cost

   

Value

 
                                 

Revenue bonds by revenue source

                               

Sales tax

  $ 37,928     $ 38,173     $ 60,422     $ 60,322  

College and universities, primarily dormitory revenues

    7,271       7,272       8,183       8,139  

Water

    14,016       14,103       13,863       13,644  

Leases

    7,291       7,351       8,958       8,861  

Sewer

    4,612       4,645       3,573       3,554  

Other

    20,334       20,311       17,281       17,047  
                                 

Total revenue bonds by revenue source

  $ 91,452     $ 91,855     $ 112,280     $ 111,567  

 

Other Assets

 

Other assets were $6,041,000 and $1,117,000 as of December 31, 2019 and 2018, respectively. The increase of $4,924,000 between periods can be primarily attributed to investment in Iowa-based new market income tax credit projects in 2019.

 

 

Deposits

 

Total deposits were $1,493,175,000 and $1,221,084,000 as of December 31, 2019 and 2018, respectively. The increase of $272,091,000 between the periods can be primarily attributed to the Iowa State Bank Acquisition and to a lesser extent public fund deposits.

 

The Company’s primary source of funds is customer deposits. The Banks attempt to attract noninterest-bearing deposits, which are a low-cost funding source. In addition, the Banks offer a variety of interest-bearing accounts designed to attract both short-term and longer-term deposits from customers. Interest-bearing accounts earn interest at rates established by Bank management based on competitive market factors and the Company’s need for funds. While nearly 52.9% of the Banks’ certificates of deposit mature in the next year, it is anticipated that a majority of these certificates will be renewed. Rate sensitive certificates of deposits in excess of $100,000 are subject to somewhat higher volatility with regard to renewal volume as the Banks adjust rates based upon funding needs. In the event a substantial volume of certificates is not renewed, the Company has sufficient liquid assets and borrowing lines to fund significant runoff. A sustained reduction in deposit volume would have a significant negative impact on the Company’s operations and liquidity. The Company had $7,118,000 and $6,805,000 of brokered deposits as of December 31, 2019 and 2018, respectively.

 

Average Deposits by Type

 

The following table sets forth the average balances for each major category of deposit and the weighted average interest rate paid for deposits during the years ended December 31, 2019 and 2018. (dollars in thousands)

 

   

2019

   

2018

 
   

Average

   

Average

 
   

Amount

   

Rate

   

Amount

   

Rate

 
                                 

Non-interest bearing checking deposits

  $ 224,672       0.00 %   $ 213,535       0.00 %

Interest bearing checking deposits

    385,666       0.82 %     341,286       0.64 %

Money market deposits

    290,285       0.81 %     294,359       0.64 %

Savings deposits

    134,355       0.39 %     110,007       0.30 %

Time certificates

    232,989       1.80 %     198,319       1.23 %
                                 
    $ 1,267,967             $ 1,157,506          

 

Deposit Maturity

 

The following table shows the amounts and remaining maturities of time certificates of deposit that had balances of $100,000 and over as of December 31, 2019 and 2018. (in thousands)

 

   

2019

   

2018

 
                 

3 months or less

  $ 18,756     $ 13,187  

Over 3 through 12 months

    54,888       36,252  

Over 12 through 36 months

    58,899       34,100  

Over 36 months

    10,667       7,155  
                 

Total

  $ 143,210     $ 90,694  

 

Securities Sold Under an Agreement to Repurchase

 

Securities sold under agreements to repurchase totaled $42,034,000 and $40,674,000 as of December 31, 2019 and 2018, respectively an increase of 3.3%.

 

Borrowed Funds

 

Borrowed funds that may be utilized by the Company are comprised of FHLB advances, federal funds purchased and securities sold under agreements to repurchase (repurchase agreements). Borrowed funds are an alternative funding source to deposits and can be used to fund the Company’s assets and unforeseen liquidity needs. FHLB advances are loans from the FHLB that can mature daily or have longer maturities for fixed or floating rates of interest. Federal funds purchased are borrowings from other banks that mature daily. Repurchase agreements are similar to deposits as they are funds lent by various Bank customers; however, investment securities are pledged to secure such borrowings. The Company’s repurchase agreements reprice daily.

 

 

The following table summarizes the outstanding amount of, and the average rate on, borrowed funds as of December 31, 2019 and 2018. (dollars in thousands)

 

   

2019

   

2018

 
                                 
           

Average

           

Average

 
   

Balance

   

Rate

   

Balance

   

Rate

 
                                 

Repurchase agreements

  $ 42,034       1.25 %   $ 40,674       1.73 %

FHLB advances

    5,000       1.57 %     14,600       2.49 %
                                 

Total

  $ 47,034       1.28 %   $ 55,274       1.93 %

 

Average Annual Borrowed Funds

 

The following table sets forth the average amount of, the average rate paid and maximum outstanding balance on, borrowed funds for the years ended December 31, 2019 and 2018. (dollars in thousands)

 

   

2019

   

2018

 
                                 
   

Average

   

Average

   

Average

   

Average

 
   

Balance

   

Rate

   

Balance

   

Rate

 
                                 

Federal funds purchased and repurchase agreements

  $ 40,376       1.58 %   $ 39,759       1.15 %

FHLB advances

    4,511       1.99 %     6,571       2.32 %

Other borrowings

    -       0.00 %     4,116       3.70 %
                                 

Total

  $ 44,887       1.62 %   $ 50,446       1.51 %
                                 

Maximum Amount Outstanding during the Year

                               
                                 

Federal funds purchased and repurchase agreements

  $ 52,196             $ 48,859          

FHLB advances

  $ 27,800             $ 36,400          

Other borrowings

  $ -             $ 13,000          

 

Off-Balance-Sheet Arrangements

 

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business. These financial instruments include commitments to extend credit and standby letters of credit that assist customers with their credit needs to conduct business. The instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. As of December 31, 2019, the most likely impact of these financial instruments on revenues, expenses, or cash flows of the Company would come from unidentified credit risk causing higher provision expense for loan losses in future periods. These financial instruments are not expected to have a significant impact on the liquidity or capital resources of the Company. For additional information, including quantification of the amounts involved, see Note 15 of the “Notes to Consolidated Statements” and the “Liquidity and Capital Resources” section of this discussion.

 

 

Asset Quality Review and Credit Risk Management

 

The Company’s credit risk is centered in the loan portfolio, which on December 31, 2019, totaled $1,048,147,000 as compared to $890,461,000 as of December 31, 2018, an increase of 17.7%. Net loans comprise 60% of total assets as of the end of 2019. The object in managing loan portfolio risk is to reduce the risk of loss resulting from a customer’s failure to perform according to the terms of a transaction and to quantify and manage credit risk on a portfolio basis. As the following chart indicates, the Company’s non-performing assets have increased by 115% from December 31, 2018 and total $9,047,000 as of December 31, 2019. The Company’s level of non-performing loans as a percentage of loans of 0.48% as of December 31, 2019, is lower than the Iowa State Average peer group of FDIC insured institutions as of December 31, 2019, of 0.63%. Management believes that the allowance for loan losses as of December 31, 2019 remains adequate based on its analysis of the non-performing assets and the portfolio as a whole.

 

 

Non-performing Assets

 

The following table sets forth information concerning the Company's non-performing assets for the past five years ended December 31, 2019. (dollars in thousands)

 

   

2019

   

2018

   

2017

   

2016

   

2015

 
                                         

Non-performing assets:

                                       

Nonaccrual loans

  $ 4,788     $ 3,234     $ 4,810     $ 5,077     $ 1,818  

Loans 90 days or more past due

    255       150       18       22       75  
                                         

Total non-performing loans

    5,043       3,384       4,828       5,099       1,893  

Securities available-for-sale

    -       -       -       -       -  

Other real estate owned

    4,004       830       386       546       1,250  
                                         

Total non-performing assets

  $ 9,047     $ 4,214     $ 5,214     $ 5,645     $ 3,143  

 

The accrual of interest on nonaccrual and other impaired loans is generally discontinued at 90 days or when, in the opinion of management, the borrower may be unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received and when principal obligations are expected to be recoverable. Interest income on restructured loans is recognized pursuant to the terms of the new loan agreement. Interest income on other impaired loans remaining on accrual is monitored and income is recognized based upon the terms of the underlying loan agreement. However, the recorded net investment in impaired loans, including accrued interest, is limited to the present value of the expected cash flows of the impaired loan or the observable fair value of the loan’s collateral.

 

Impaired loans totaled $5,043,000 as of December 31, 2019 and were $1,659,000 higher than the impaired loans as of December 31, 2018. The increase in impaired loans was due primarily to agricultural operating loans, including the Iowa State Bank Acquisition, offset in part by payments on commercial operating loans. The Company considers impaired loans to generally include the non-performing loans (consisting of nonaccrual loans and loans past due 90 days or more and still accruing) and other loans that may or may not meet the former nonperforming criteria but are considered to meet the definition of impaired.

 

The allowance for loan losses related to these impaired loans was approximately $209,000 and $501,000 at December 31, 2019 and 2018, respectively. The average balances of impaired loans for the years ended December 31, 2019 and 2018 were $4,328,000 and $3,953,000, respectively. The increase in the average balance of impaired loans was due primarily to new impaired loans in 2019, offset in part by payments received on existing impaired loans. For the years ended December 31, 2019 and 2018, interest income, which would have been recorded under the original terms of nonaccrual loans, was approximately $473,000 and $350,000, respectively. There was $255,000 of loans greater than 90 days past due and still accruing interest as of December 31, 2019 and there was $150,000 of loans greater than 90 days past due and still accruing interest at December 31, 2018.

 

Summary of the Allowance for Loan Losses

 

The provision for loan losses represents an expense charged against earnings to maintain an adequate allowance for loan losses. The allowance for loan losses is management’s best estimate of probable losses inherent in the loan portfolio as of the balance sheet date. Factors considered in establishing an appropriate allowance include: an assessment of the financial condition of the borrower; a realistic determination of value and adequacy of underlying collateral; historical charge-offs; the condition of the local economy; the condition of the specific industry of the borrower; an analysis of the levels and trends of loan categories; and a review of delinquent and classified loans.

 

The adequacy of the allowance for loan losses is evaluated quarterly by management, the Company and respective Bank boards. This evaluation focuses on specific loan reviews, changes in the type and volume of the loan portfolio given the current economic conditions and historical loss experience. Any one of the following conditions may result in the review of a specific loan: concern about whether the customer’s cash flow or collateral are sufficient to repay the loan; delinquent status; criticism of the loan in a regulatory examination; the accrual of interest has been suspended; or other reasons, including when the loan has other special or unusual characteristics which warrant special monitoring.

 

While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Company to recognize additional losses based on their judgment about information available to them at the time of their examination. Due to potential changes in conditions, it is at least reasonably possible that change in estimates will occur in the near term and that such changes could be material to the amounts reported in the Company’s financial statements.

 

 

Analysis of the Allowance for Loan Losses

 

The Company’s policy is to charge-off loans when, in management’s opinion, the loan is deemed uncollectible, although concerted efforts are made to maximize future recoveries. The following table sets forth information regarding changes in the Company's allowance for loan losses for the most recent five years. (dollars in thousands)

   

2019

   

2018

   

2017

   

2016

   

2015

 
                                         

Balance at beginning of period

  $ 11,684     $ 11,321     $ 10,507     $ 9,988     $ 8,838  

Charge-offs:

                                       

Real estate

                                       

Construction

    -       -       -       -       -  

1-4 Family residential

    75       23       7       15       25  

Commercial

    -       107       -       -       -  

Agricultural

    -       -       -       -       -  

Commercial

    331       74       687       78       -  

Agricultural

    -       58       -       -       39  

Consumer and other

    45       63       44       39       5  
                                         

Total charge-offs

    451       325       738       132       69  
                                         

Recoveries:

                                       

Real estate

                                       

Construction

    -       -       -       30       50  

1-4 Family residential

    5       6       11       5       26  

Commercial

    15       -       -       -       4  

Agricultural

    -       -       -       -       -  

Commercial

    36       23       7       83       -  

Agricultural

    -       -       -       -       28  

Consumer and other

    16       20       14       9       12  
                                         

Total recoveries

    72       49       32       127       120  
                                         

Net charge-offs (recoveries)

    379       276       706       5       (51 )

Provisions charged to operations

    1,314       639       1,520       524       1,099  
                                         

Balance at end of period

  $ 12,619     $ 11,684     $ 11,321     $ 10,507     $ 9,988  
                                         

Average loans outstanding

  $ 920,649     $ 814,201     $ 772,168     $ 726,838     $ 681,824  
                                         

Ratio of net charge-offs (recoveries) during the period to average loans outstanding

    0.04 %     0.03 %     0.09 %     0.00 %     -0.01 %
                                         

Ratio of allowance for loan losses to total loans net of deferred fees

    1.19 %     1.30 %     1.45 %     1.38 %     1.40 %

 

The allowance for loan losses increased to $12,619,000 at the end of 2019 in comparison to the allowance of $11,684,000 at year end 2018 as a result of provisions of $1,314,000, offset by net charge offs of $379,000. The provision for loan losses in 2019 was necessary to maintain an adequate allowance for loan loss on the increasing outstanding loan portfolio, as well as funding net charge offs. The allowance for loan losses increased to $11,684,000 at the end of 2018 in comparison to the allowance of $11,321,000 at year end 2017 as a result of provisions of $639,000, offset by net charge offs of $276,000. The provision for loan losses in 2018 was necessary to maintain an adequate allowance for loan loss on the increasing outstanding loan portfolio, as well as funding net charge offs. The allowance for loan losses increased to $11,321,000 at the end of 2017 in comparison to the allowance of $10,507,000 at year end 2016 as a result of provisions of $1,520,000, offset by net charge offs of $706,000. The provision for loan losses in 2017 was necessary to maintain an adequate allowance for loan loss on the increasing outstanding loan portfolio, as well as funding net charge offs. The allowance for loan losses increased to $10,507,000 at the end of 2016 in comparison to the allowance of $9,988,000 at year end 2015 as a result of provisions of $524,000, offset by net charge offs of $5,000. The provision for loan losses in 2016 was necessary to maintain an adequate allowance for loan loss on the outstanding loan portfolio, as net charge offs were not significant. The increase in the allowance for loan losses was provided due to growth in the Company’s loan portfolios and, to a lesser extent to provide for a specific reserve on impaired loans due primarily to one loan relationship identified in the fourth quarter of 2016. The allowance for loan loss on impaired loans increased $281,000 to $720,000 as of December 31, 2016.

 

 

General reserves for loan categories range from 1.08% to 3.49% of the outstanding loan balances as of December 31, 2019. In general as loan volume increases, the general reserve levels increase with that growth and as loan volume decreases, the general reserve levels decrease with that decline. The increase in the top end of the range was due to increasing historical charge-offs at one bank affiliate in the commercial operating loan category. The allowance relating to commercial real estate is the largest reserve component. Construction, commercial operating and agricultural operating loans have higher general reserve levels as a percentage than the other loan categories as management perceives more risk in this type of lending. Elements contributing to the higher risk level include a higher percentage of watch, special mention, substandard and impaired loans and less favorable economic conditions for those portfolios. As of December 31, 2019, commercial real estate loans have general reserves ranging from 1.24% to 1.49%.

 

Other factors considered when determining the adequacy of the general reserve include historical losses; watch, substandard and impaired loan volume; collecting past due loans; loan growth; loan-to-value ratios; loan administration; collateral values; and economic factors. The Company’s concentration risks include geographic concentration in Iowa; the local economy’s dependence upon several large governmental entity employers, including Iowa State University; and the health of Iowa’s agricultural sector that, in turn, is dependent on crop and livestock prices, weather conditions, trade policies and government programs. No assurances can be made that losses will remain at the relatively favorable levels experienced over the past five years.

 

Loans that the Banks have identified as having higher risk levels are reviewed individually in an effort to establish adequate loss reserves. These reserves are considered specific reserves and are directly impacted by the credit quality of the underlying loans. The specific reserves are dependent upon assumptions regarding the liquidation value of collateral and the cost of recovering collateral including legal fees. Changing the amount of specific reserves on individual loans has historically had a significant impact on the reallocation of the allowance among different parts of the portfolio. The following table sets forth information regarding changes in the Company's specific reserve on loans individually evaluated for impairment and loans individually evaluated for impairment for the most recent five years. (dollars in thousands)

 

   

2019

   

2018

   

2017

   

2016

   

2015

 
                                         

Specific reserve on loans individually evaluated for impairment

  $ 209     $ 501     $ 811     $ 720     $ 439  
                                         

Loans individually evaluated for impairment

  $ 4,788     $ 3,234     $ 4,810     $ 5,077     $ 1,818  
                                         
 Percentage increase (decrease) in specific reserve on loans individually evaluated for impairment     -58 %     -38 %     13 %     64 %     30 %
                                         
Percentage increase (decrease) in loans individually evaluated for impairment      48 %     -33 %     -5 %     179 %     -28 %

 

 

Allocation of the Allowance for Loan Losses

 

The following table sets forth information concerning the Company’s allocation of the allowance for loan losses for the most recent five years. (dollars in thousands)

 

   

2019

   

2018

   

2017

   

2016

   

2015

 
   

Amount

   

% *

   

Amount

   

% *

   

Amount

   

% *

   

Amount

   

% *

   

Amount

   

% *

 
                                                                                 

Balance at end of period applicable to:

                                                                               

Real Estate

                                                                               

Construction

  $ 672       4 %   $ 699       6 %   $ 796       6 %   $ 908       8 %   $ 999       9 %

1-4 family residential

    2,122       19 %     1,820       19 %     1,716       19 %     1,711       20 %     1,806       18 %

Commercial

    5,362       41 %     4,615       43 %     4,734       45 %     3,960       41 %     3,557       36 %

Agricultural

    1,326       15 %     1,198       11 %     997       11 %     861       9 %     760       9 %

Commercial

    1,458       8 %     1,777       10 %     1,739       9 %     1,728       10 %     1,371       14 %

Agricultural

    1,478       11 %     1,384       9 %     1,171       9 %     1,216       10 %     1,256       11 %

Consumer and other

    201       2 %     191       2 %     168       1 %     123       2 %     239       3 %
                                                                                 
    $ 12,619       100 %   $ 11,684       100 %   $ 11,321       100 %   $ 10,507       100 %   $ 9,988       100 %

 

* Percent of loans in each category to total loans.

 

Liquidity and Capital Resources

 

Liquidity management is the process by which the Company, through its Banks’ Asset and Liability Committees (ALCO), ensures adequate liquid funds are available to meet its financial commitments on a timely basis, at a reasonable cost and within acceptable risk tolerances. These commitments include funding credit obligations to borrowers, funding of mortgage originations pending delivery to the secondary market, withdrawals by depositors, maintaining adequate collateral for pledging for public funds, trust deposits and borrowings, paying dividends to shareholders, payment of operating expenses, funding capital expenditures and maintaining deposit reserve requirements.

 

Liquidity is derived primarily from core deposit growth and retention; principal and interest payments on loans; principal and interest payments, sale, maturity and prepayment of investment securities; net cash provided from operations; and access to other funding sources. Other funding sources include federal funds purchased lines, FHLB advances and other capital market sources.

 

As of December 31, 2019, the level of liquidity and capital resources of the Company remain at a satisfactory level and compare favorably to that of other FDIC insured institutions. Management believes that the Company's liquidity sources will be sufficient to support its existing operations for the foreseeable future.

 

The liquidity and capital resources discussion will cover the following topics:

 

 

Review of the Company’s Current Liquidity Sources

 

Review of the Consolidated Statements of Cash Flows

 

Review of Company Only Cash Flows

 

Review of Commitments for Capital Expenditures, Cash Flow Uncertainties and Known Trends in Liquidity and Cash Flow Needs

 

Capital Resources

 

Review of the Company’s Current Liquidity Sources

 

Liquid assets of cash on hand, balances due from other banks and interest-bearing deposits in financial institutions for December 31, 2019 and 2018 totaled $143,565,000 and $56,442,000, respectively. The higher balance of liquid assets at December 31, 2019 primarily relates to increased funds on deposit at the Federal Reserve Bank and to a lesser extent the Iowa State Bank Acquisition.

 

Other sources of liquidity available to the Banks as of December 31, 2019 include available borrowing capacity with the FHLB of $222,558,000 and federal funds borrowing capacity at correspondent banks of $110,394,000. As of December 31, 2019, the Company had outstanding FHLB advances of $5,000,000, no federal funds purchased, securities sold under agreements to repurchase of $42,034,000 and no other borrowings.

 

Total investments as of December 31, 2019, were $479,843,000 compared to $458,971,000 as of year-end 2018. As of December 31, 2019 and 2018, the investment portfolio as a percentage of total assets was 28% and 32%, respectively. The investment portfolio provides the Company with a significant amount of liquidity since all investments are classified as available-for-sale as of December 31, 2019 and 2018 and have pretax net unrealized gains (losses) of $5,486,000 and $(5,433,000), respectively.

 

 

The investment portfolio serves an important role in the overall context of balance sheet management in terms of balancing capital utilization and liquidity. The decision to purchase or sell securities is based upon the current assessment of economic and financial conditions, including the interest rate environment, liquidity and credit considerations. The portfolio’s scheduled maturities represent a significant source of liquidity.

 

Review of the Consolidated Statements of Cash Flows

 

Net cash provided by operating activities for the years ended December 31, 2019 and 2018 totaled $20,180,000 and $20,705,000, respectively. Net cash provided by operating activities in 2019 is comparable to 2018.

 

Net cash provided by (used in) investing activities for the years ended December 31, 2019 and 2018 was $(78,961,000) and $8,635,000, respectively. The change in net cash (used in) investing activities in 2019 was primarily due to an increase in purchases of securities in 2019 and an increase in interest-bearing deposits in financial institutions, partially offset by an increase in maturities and calls of securities available-for-sale and smaller increase in the loan portfolio in 2019 as compared to 2018.

 

Net cash provided by (used in) financing activities for the years ended December 31, 2019 and 2018 totaled $63,014,000 and $(25,354,000), respectively. The change in net cash provided by financing activities in 2019 was due primarily to an increase in deposits.

 

Review of Company Only Cash Flows

 

The Company’s liquidity on an unconsolidated basis is heavily dependent upon dividends paid to the Company by the Banks. The Company requires adequate liquidity to pay its expenses and pay stockholder dividends. In 2019, dividends from the Banks amounted to $25,068,000 compared to $11,968,000 in 2018. The increase in dividends in 2019 was used to partially fund the purchase of the Iowa State Bank Acquisition. Various federal and state statutory provisions limit the amount of dividends banking subsidiaries are permitted to pay to their holding companies without regulatory approval. Federal Reserve policy further limits the circumstances under which bank holding companies may declare dividends. For example, a bank holding company should not continue its existing rate of cash dividends on its common stock unless its net income is sufficient to fully fund each dividend and its prospective rate of earnings retention appears consistent with its capital needs, asset quality and overall financial condition. In addition, the Federal Reserve and the FDIC have issued policy statements which provide that insured banks and bank holding companies should generally pay dividends only out of current operating earnings. Federal and state banking regulators may also restrict the payment of dividends by order.

 

First National and United Bank, as national banks, generally may pay dividends, without obtaining the express approval of the Office of the Comptroller of the Currency (“OCC”), in an amount up to their retained net profits for the preceding two calendar years plus retained net profits up to the date of any dividend declaration in the current calendar year. Retained net profits, as defined by the OCC, consists of net income less dividends declared during the period. Boone Bank, Reliance Bank, State Bank and Iowa State Bank are also restricted under Iowa law to paying dividends only out of their undivided profits. Additionally, the payment of dividends by the Banks is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and the Banks generally are prohibited from paying any dividends if, following payment thereof, the Bank would be undercapitalized.

 

The Company has unconsolidated cash and interest bearing deposits totaling $5,126,000 that is available at December 31, 2019 to provide additional liquidity to the Banks.

 

Review of Commitments for Capital Expenditures, Cash Flow Uncertainties and Known Trends in Liquidity and Cash Flow Needs

 

Commitments to extend credit totaled $207,168,000 as of December 31, 2019 compared to a total of $158,787,000 at the end of 2018. The increase in commitments is due primarily to the Iowa State Bank Acquisition. The timing of these credit commitments varies with the underlying borrowers; however, the Company has satisfactory liquidity to fund these obligations as of December 31, 2019. The primary cash flow uncertainty would be a sudden decline in deposits causing the Banks to liquidate securities. Historically, the Banks have maintained an adequate level of short term marketable investments to fund the temporary declines in deposit balances. There are no other known trends in liquidity and cash flow needs as of December 31, 2019, that are of concern to management.

Capital Resources

 

The Company’s total stockholders’ equity increased to $187,579,000 at December 31, 2019, from $172,865,000 at December 31, 2018. At December 31, 2019 and 2018, stockholders’ equity as a percentage of total assets was 10.8 % and 11.9%, respectively. The increase in stockholders’ equity was primarily the result of net income and an increase in accumulated other comprehensive income, offset in part by dividends declared. The capital levels of the Company currently exceed applicable regulatory guidelines to be considered “well capitalized” as of December 31, 2019.

 

From time to time, the Company’s board of directors has authorized stock repurchase plans. Stock repurchase plans allow the Company to proactively manage its capital position and return excess capital to shareholders. 70,558 shares of common stock were repurchased under stock repurchase plans in 2019 and 17,608 shares of common stock were repurchased in 2018. Also see Part II, Item 5 - Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, included elsewhere in this Annual Report.

 

 

Interest Rate Risk

 

Interest rate risk refers to the impact that a change in interest rates may have on the Company’s earnings and capital. Management’s objectives are to control interest rate risk and to ensure predictable and consistent growth of earnings and capital. Interest rate risk management focuses on fluctuations in net interest income identified through computer simulations to evaluate volatility, varying interest rate, spread and volume assumptions. The risk is quantified and compared against tolerance levels.

 

The Company uses a third-party computer software simulation modeling program to measure its exposure to potential interest rate changes. For various assumed hypothetical changes in market interest rates, numerous other assumptions are made such as prepayment speeds on loans, the slope of the Treasury yield curve, the rates and volumes of the Company’s deposits and the rates and volumes of the Company’s loans. This analysis measures the estimated change in net interest income in the event of hypothetical changes in interest rates.

 

Another measure of interest rate sensitivity is the gap ratio. This ratio indicates the amount of interest-earning assets repricing within a given period in comparison to the amount of interest-bearing liabilities repricing within the same period of time. A gap ratio of 1.0 indicates a matched position, in which case the effect on net interest income due to interest rate movements will be minimal. A gap ratio of less than 1.0 indicates that more liabilities than assets reprice within the time period, while a ratio greater than 1.0 indicates that more assets reprice than liabilities.

 

The simulation model process provides a dynamic assessment of interest rate sensitivity, whereas a static interest rate gap table is compiled as of a point in time. The model simulations differ from a traditional gap analysis, as a traditional gap analysis does not reflect the multiple effects of interest rate movement on the entire range of assets and liabilities and ignores the future impact of new business strategies.

 

Inflation

 

The primary impact of inflation on the Company’s operations is to increase asset yields, deposit costs and operating overhead. Unlike most industries, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than they would on non-financial companies. Although interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services, increases in inflation generally have resulted in increased interest rates. The effects of inflation can magnify the growth of assets and, if significant, require that equity capital increase at a faster rate than would be otherwise necessary.

 

Forward-Looking Statements and Business Risks

 

Certain statements contained in the foregoing Management’s Discussion and Analysis and elsewhere in this Annual Report that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified. In addition, certain statements may be contained in the Company’s future filings with the SEC, in press releases and in oral and written statements made by or with the Company’s approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of the Company or its management, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “projected”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

 

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statement. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

 

 

Local, regional and national economic conditions and the impact they may have on the Company and its customers, and management’s assessment of that impact on its estimates including, but not limited to, the allowance for loan losses and fair value of other real estate owned. Of particular relevance are the economic conditions in the concentrated geographic area in central, north-central and south-central Iowa in which the Banks conduct their operations.

 

 

 

Adequacy of the allowance for loan losses and changes in the level of nonperforming assets and charge-offs.

 

 

Changes in the fair value of securities available-for-sale and management’s assessments of other-than-temporary impairment of such securities.

 

 

The effects of and changes in trade and monetary and fiscal policies and laws, including the changes in assessment rates established by the Federal Deposit Insurance Corporation for its Deposit Insurance Fund and interest rate policies of the Federal Open Market Committee of the Federal Reserve Board.

 

 

Changes in sources and uses of funds, including loans, deposits and borrowings, including the ability of the Banks to maintain unsecured federal funds lines with correspondent banks.

 

 

Changes imposed by regulatory agencies to increase capital to a level greater than the level currently required for well-capitalized financial institutions.

 

 

Inflation and interest rate, securities market and monetary fluctuations.

 

 

Political instability, acts of war or terrorism and natural disasters.

 

 

The timely development and acceptance of new products and services and perceived overall value of these products and services by customers.

 

 

Revenues being lower than expected.

 

 

Changes in consumer spending, borrowings and savings habits.

 

 

Changes in the financial performance and/or condition of the Company’s borrowers.

 

 

Credit quality deterioration, which could cause an increase in the provision for loan losses.

 

 

Technological changes and risks related to breaches of data security and cyber-attacks.

 

 

The ability to increase market share and control expenses.

 

 

Changes in the competitive environment among financial or bank holding companies and other financial service providers.

 

 

The effect of changes in laws and regulations with which the Company and the Banks must comply, including developments and changes related to the implementation of the Dodd-Frank Act and the effect of any Federal tax reform on the operations of the Company and its customers.

 

 

Changes in the securities markets.

 

 

The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the FASB and other accounting standard setters, including the International Financial Reporting Standards.

 

 

The costs and effects of legal and regulatory developments, including the resolution of regulatory or other governmental inquiries and the results of regulatory examinations or reviews.

 

 

Recent changes in the U.S. trade policy, including imposition of tariffs by the U.S. government and retaliatory tariffs imposed by foreign governments and the potential negative effect of these actions on the Company’s borrowers.

 

 

The ability of the Company to successfully integrate the operations of financial institutions it has acquired or may acquire in the future.

 

 

The Company’s success at managing the risks involved in the foregoing items.

 

 

Certain of the foregoing risks and uncertainties are discussed in greater detail under the heading “Risk Factors” in Item 1A herein.

 

These factors may not constitute all factors that could cause actual results to differ materially from those discussed in any forward-looking statement. The Company operates in a continually changing business environment and new facts emerge from time to time. The Company cannot predict such factors nor can it assess the impact, if any, of such factors on its financial condition or its results of operations. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. The Company disclaims any responsibility to update any forward-looking statement provided in this document.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

 

Not applicable.

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The management of Ames National Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Ames National Corporation’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Ames National Corporation’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment we determined that, as of December 31, 2019, the Company’s internal control over financial reporting is effective based on those criteria.

 

The Company’s internal control over financial reporting as of December 31, 2019 has been audited by CliftonLarsonAllen LLP, an independent registered public accounting firm, as stated in their report which appears herein.

 

 

 

  /s/ John P. Nelson  
  John P. Nelson, Chief Executive Officer  
     
     
     
  /s/ John L. Pierschbacher  
  John L. Pierschbacher, Chief Financial Officer  

 

 

 
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Board of Directors and Stockholders

Ames National Corporation

Ames, Iowa

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Ames National Corporation and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 10, 2020, expressed an unqualified opinion.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

/s/ CliftonLarsonAllen LLP

 

We have served as the Company’s auditor since 2006.

 

West Des Moines, Iowa

March 10, 2020

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Board of Directors and Stockholders

Ames National Corporation

Ames, Iowa

 

Opinion on Internal Control over Financial Reporting

 

We have audited Ames National Corporation and subsidiaries’ (the “Company’s”) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by the COSO.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of the Company, and our report dated March 10, 2020, expressed an unqualified opinion.

 

Basis for Opinion

 

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report On Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control over Financial Reporting

 

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

/s/ CliftonLarsonAllen LLP

 

West Des Moines, Iowa

March 10, 2020

 

 

 

AMES NATIONAL CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

December 31, 2019 and 2018

 

 

 

2019

   

2018

 
ASSETS                 
                 

Cash and due from banks

  $ 34,616,880     $ 30,384,066  

Interest bearing deposits in financial institutions

    108,947,624       26,057,513  

Securities available-for-sale

    479,843,448       458,971,162  

Federal Home Loan Bank (FHLB) and Federal Reserve Bank (FRB) stock, at cost

    3,138,900       3,191,200  

Loans receivable, net

    1,048,147,496       890,461,479  

Loans held for sale

    2,776,785       401,287  

Bank premises and equipment, net

    17,810,605       15,813,196  

Accrued income receivable

    11,788,409       9,415,570  

Other real estate owned

    4,003,684       829,603  

Bank-owned life insurance

    2,842,713       2,773,729  

Deferred income taxes

    1,151,016       3,848,713  

Other intangible assets, net

    3,959,260       2,677,884  

Goodwill

    12,114,559       9,744,472  

Other assets

    6,041,126       1,117,477  
                 

Total assets

  $ 1,737,182,505     $ 1,455,687,351  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

LIABILITIES

               

Deposits

               

Noninterest bearing checking

  $ 267,441,988     $ 230,113,170  

Interest bearing checking

    461,857,728       366,178,715  

Savings and money market

    481,642,221       418,384,284  

Time, $250,000 and over

    74,206,421       40,014,550  

Other time

    208,026,740       166,393,120  

Total deposits

    1,493,175,098       1,221,083,839  
                 

Securities sold under agreements to repurchase

    42,033,570       40,674,486  

FHLB advances

    5,000,000       14,600,000  

Dividends payable

    2,213,459       2,137,460  

Accrued expenses and other liabilities

    7,180,906       4,326,502  

Total liabilities

    1,549,603,033       1,282,822,287  
                 

STOCKHOLDERS' EQUITY

               

Common stock, $2 par value, authorized 18,000,000 shares; issued and outstanding 9,222,747 and 9,293,305 shares as of December 31, 2019 and 2018, respectively

    18,445,494       18,586,610  

Additional paid-in capital

    18,794,141       20,461,724  

Retained earnings

    146,225,085       137,891,821  

Accumulated other comprehensive income (loss)

    4,114,752       (4,075,091 )

Total stockholders' equity

    187,579,472       172,865,064  
                 

Total liabilities and stockholders' equity

  $ 1,737,182,505     $ 1,455,687,351  

 

See Notes to Consolidated Financial Statements.

 

 

 

AMES NATIONAL CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31, 2019 and 2018

 

 

   

2019

   

2018

 
                 

Interest and dividend income:

               

Loans, including fees

  $ 44,282,197     $ 38,013,249  

Securities:

               

Taxable

    6,483,893       6,188,403  

Tax-exempt

    4,047,054       4,582,970  

Other interest and dividend income

    1,364,349       942,341  

Total interest and dividend income

    56,177,493       49,726,963  
                 

Interest expense:

               

Deposits

    10,200,626       6,841,807  

Other borrowed funds

    728,723       761,389  

Total interest expense

    10,929,349       7,603,196  
                 

Net interest income

    45,248,144       42,123,767  
                 

Provision for loan losses

    1,314,104       639,316  
                 

Net interest income after provision for loan losses

    43,934,040       41,484,451  
                 

Noninterest income:

               

Wealth management income

    3,596,770       3,344,579  

Service fees

    1,619,269       1,425,361  

Securities gains, net

    17,031       -  

Gain on sale of loans held for sale

    1,044,798       780,947  

Merchant and card fees

    1,525,309       1,427,334  

Gain on foreclosure of other real estate owned

    -       162,862  

Other noninterest income

    826,221       759,854  

Total noninterest income

    8,629,398       7,900,937  
                 

Noninterest expense:

               

Salaries and employee benefits

    19,675,952       17,821,753  

Data processing

    4,130,506       3,478,640  

Occupancy expenses

    2,275,882       2,008,331  

FDIC insurance assessments

    193,593       404,514  

Professional fees

    1,753,531       1,482,911  

Business development

    1,242,271       1,166,688  

Intangible asset amortization

    609,624       430,537  

Data conversion costs

    -       228,854  

New market tax credit projects amortization

    581,563       -  

Other operating expenses, net

    1,058,747       943,182  

Total noninterest expense

    31,521,669       27,965,410  
                 

Income before income taxes

    21,041,769       21,419,978  
                 

Provision for income taxes

    3,847,600       4,406,100  
                 

Net income

  $ 17,194,169     $ 17,013,878  
                 

Basic and diluted earnings per share

  $ 1.86     $ 1.83  

 

See Notes to Consolidated Financial Statements.

 

 

 

AMES NATIONAL CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2019 and 2018

 

   

2019

   

2018

 
                 

Net income

  $ 17,194,169     $ 17,013,878  

Other comprehensive income (loss), before tax:

               

Unrealized gains (losses) on securities before tax:

               

Unrealized holding gains (losses) arising during the period

    10,936,820       (4,747,149 )

Less: reclassification adjustment for gains realized in net income

    17,031       -  

Other comprehensive income (loss) before tax

    10,919,789       (4,747,149 )

Tax expense (benefit) related to other comprehensive income (loss)

    2,729,946       (1,187,131 )

Other comprehensive income (loss), net of tax

    8,189,843       (3,560,018 )

Comprehensive income

  $ 25,384,012     $ 13,453,860  

 

See Notes to Consolidated Financial Statements.

 

 

 

AMES NATIONAL CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Years Ended December 31, 2019 and 2018

 

   

Common Stock

    Additional Paid-in     Retained     Accumulated Other Comprehensive Income     Total Stockholders'  
   

Shares

   

Amount

    Capital     Earnings     (Loss)     Equity  

Balance, December 31, 2017

    9,310,913     $ 18,621,826     $ 20,878,728     $ 131,684,961     $ (432,373 )   $ 170,753,142  

Net income

            -       -       17,013,878       -       17,013,878  

Other comprehensive (loss)

            -       -       -       (3,560,018 )     (3,560,018 )
The cumulative effect from change in accounting policy (1)             -       -       82,700       (82,700 )     -  

Retirement of stock

    (17,608 )     (35,216 )     (417,004 )     -       -       (452,220 )

Cash dividends declared, $1.17 per share

            -       -       (10,889,718 )     -       (10,889,718 )

Balance, December 31, 2018

    9,293,305       18,586,610       20,461,724       137,891,821       (4,075,091 )     172,865,064  

Net income

            -       -       17,194,169       -       17,194,169  

Other comprehensive income

            -       -       -       8,189,843       8,189,843  

Retirement of stock

    (70,558 )     (141,116 )     (1,667,583 )     -       -       (1,808,699 )

Cash dividends declared, $0.96 per share

            -       -       (8,860,905 )     -       (8,860,905 )

Balance, December 31, 2019

    9,222,747     $ 18,445,494     $ 18,794,141     $ 146,225,085     $ 4,114,752     $ 187,579,472  

 

(1) The cumulative effect for the year ended December 31, 2018, reflects adoption of ASU 2018-02 in first quarter 2018.

 

See Notes to Consolidated Financial Statements.

 

 

 

AMES NATIONAL CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2019 and 2018

 

   

2019

   

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net income

  $ 17,194,169     $ 17,013,878  

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

               

Provision for loan losses

    1,314,104       639,316  

Provision for off-balance sheet commitments

    17,000       9,000  

Amortization of securities available-for-sale, loans and deposits, net

    1,066,378       1,975,177  

Amortization of intangible assets

    609,624       430,537  

Depreciation

    1,235,378       1,134,007  

Provision (credit) for deferred income taxes

    (32,250 )     (69,900 )

Securities gains, net

    (17,031 )     -  

Gain on sales of loans held for sale

    (1,044,798 )     (780,947 )

Proceeds from the sales of loans held for sale

    51,213,713       34,147,449  

Originations of loans held for sale

    (52,544,413 )     (33,767,789 )

(Gain) on sale and foreclosure of other real estate owned, net

    (44,433 )     (222,265 )

Loss on sale and disposal of bank premises and equipment, net

    9,360       11,437  

Amortization of investment in new market tax credit projects

    581,563       -  

Change in assets and liabilities:

               

(Increase) decrease in accrued income receivable

    514,915       (170,284 )

(Increase) decrease in other assets

    (784,589 )     104,515  

Increase in accrued expenses and other liabilities

    891,022       250,950  

Net cash provided by operating activities

    20,179,712       20,705,081  
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Purchase of securities available-for-sale

    (82,387,547 )     (25,980,489 )

Proceeds from sale of securities available-for-sale

    8,211,157       -  

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

    98,514,145       72,333,610  

Net decrease in federal funds sold

    2,792,000       1,154,000  

Purchase of FHLB stock

    (4,060,600 )     (8,731,300 )

Proceeds from the redemption of FHLB stock

    4,477,200       8,690,900  

Net decrease (increase) in interest bearing deposits in financial institutions

    (61,855,282 )     17,285,440  

Net (increase) in loans

    (23,459,602 )     (43,573,057 )

Net proceeds from the sale of other real estate owned

    833,721       393,115  

Proceeds from the sale of bank premises and equipment

    4,000       2,500  

Purchase of bank premises and equipment

    (780,440 )     (616,544 )

Proceeds from sale of bank-owned life insurance

    2,501,521       -  

Purchase of investment in new market tax credit projects

    (4,536,378 )     -  

Purchase of customer list

    -       (14,959 )

Cash paid net of cash acquired for acquired bank

    (19,143,271 )     (13,443,218 )

Other

    (71,565 )     1,135,069  

Net cash provided by (used in) investing activities

    (78,960,941 )     8,635,067  
                 

CASH FLOWS FROM FINANCING ACTIVITIES

               

Increase in deposits

    83,595,584       3,549,380  

(Decrease) in securities sold under agreements to repurchase

    (387,936 )     (5,750,133 )

Proceeds from short-term borrowings

    3,000,000       12,600,000  

Payments on FHLB and other borrowings

    (12,600,000 )     (24,500,000 )

Dividends paid

    (8,784,906 )     (10,800,659 )

Stock repurchases

    (1,808,699 )     (452,220 )

Net cash provided by (used in) financing activities

    63,014,043       (25,353,632 )
                 

Net increase in cash and due from banks

    4,232,814       3,986,516  
                 

CASH AND DUE FROM BANKS

               

Beginning

    30,384,066       26,397,550  

Ending

  $ 34,616,880     $ 30,384,066  

 

 

AMES NATIONAL CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Years Ended December 31, 2019 and 2018

 

   

2019

   

2018

 
                 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

               

Cash payments for:

               

Interest

  $ 10,550,529     $ 7,387,893  

Income taxes

    3,958,213       4,633,086  
                 

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES

               

Transfer of loans to other real estate owned

  $ 381,600     $ 494,944  
                 

Business Combination:

               

Fair value of interest bearing deposits in financial institutions acquired

  $ 21,034,829     $ 1,475,000  

Fair value of federal funds sold acquired

    2,792,000       1,154,000  

Fair value of securities available-for-sale acquired

    33,615,135       17,196,715  

Fair value of FHLB stock at cost

    364,300       129,600  

Fair value of loans receivable acquired

    137,776,266       76,041,470  

Fair value of bank premises and equipment acquired

    2,452,021       924,400  

Fair value of accrued interest receivable acquired

    2,887,754       862,895  

Fair value of other real estate owned acquired

    3,581,769       120,000  

Fair value of other tangible assets acquired

    203,866       63,145  

Fair value of bank-owned life insurance acquired

    2,498,940       2,754,798  

Goodwill

    2,370,087       3,012,256  

Core deposit intangible acquired

    1,891,000       2,002,000  

Deposits assumed

    188,631,294       83,169,311  

Securities sold under agreement to repurchase assumed

    1,747,020       -  

Federal funds purchased assumed

    -       9,000,000  

Other liabilities assumed

    1,946,382       123,749  

 

See Notes to Consolidated Financial Statements.

 

 

Notes to Consolidated Financial Statements

 

Note 1. Summary of Significant Accounting Policies

 

 

Description of business: Ames National Corporation and subsidiaries (the Company) operates in the commercial banking industry through its subsidiaries in Ames, Boone, Story City, Nevada, Marshalltown and Creston, Iowa. Loan and deposit customers are located primarily in Boone, Clarke, Hancock, Polk, Marshall, Story and Union counties and adjacent counties in Iowa.

 

Segment information: The Company uses the “management approach” for reporting information about segments in annual and interim financial statements. The “management approach” is based on the way the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. Based on the “management approach” model, the Company has determined that its business is comprised of one operating segment: banking. The banking segment generates revenues through personal, business, agricultural and commercial lending, management of the investment securities portfolio, deposit account services and wealth management services.

 

Consolidation: The consolidated financial statements include the accounts of Ames National Corporation (the Parent Company) and its wholly-owned subsidiaries, First National Bank, Ames, Iowa (FNB); State Bank & Trust Co., Nevada, Iowa (SBT); Boone Bank & Trust Co., Boone, Iowa (BBT); Reliance State Bank, Story City, Iowa (RSB); United Bank & Trust NA, Marshalltown, Iowa (UBT); and Iowa State Savings Bank, Creston, Iowa (ISSB) (collectively, the Banks). All significant intercompany transactions and balances have been eliminated in consolidation.

 

Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements 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 relate to the determination of the allowance for loan losses, the assessment of goodwill impairment and the fair value and assessment of other-than-temporary impairment for certain financial instruments.

 

Cash and due from banks: For purposes of reporting cash flows, cash and due from banks include cash on hand and amounts due from banks. The Company reports net cash flows for customer loan transactions, deposit transactions and short-term borrowings with maturities of 90 days or less.

 

Securities available-for-sale: The Company classifies all securities as available-for-sale. Securities available-for-sale are those securities the Company may decide to sell if needed for liquidity, asset-liability management or other reasons. Securities available-for-sale are reported at fair value, with the change in the net unrealized gains reported as other comprehensive income and as accumulated other comprehensive income, net of taxes, a separate component of stockholders’ equity.

 

Gains and losses on the sale of securities are determined using the specific identification method based on amortized cost and are reflected in results of operation at the time of sale. Interest and dividend income, adjusted by amortization of purchase premium or discount over the estimated life of the security using the level yield method, is included in income as earned.

 

Declines in the fair value of securities available-for-sale below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the intent to sell the investment securities and the more likely than not requirement that the Company will be required to sell the investment securities prior to recovery (2) the length of time and the extent to which the fair value has been less than cost and (3) the financial condition and near-term prospects of the issuer. Due to potential changes in conditions, it is at least reasonably possible that change in management’s assessment of other-than-temporary impairment will occur in the near term and that such changes could be material to the amounts reported in the Company’s financial statements.

 

FHLB and FRB stock: The Banks, as members of the FHLB system, are required to maintain an investment in capital stock of the FHLB in an amount equal to 0.12 percent of total assets plus 4.00 percent of outstanding advances from the FHLB and the outstanding principal balance of loans previously issued through the Mortgage Partnership Finance Program (MPF). All shares of FHLB stock are issued and redeemed at par value. The Banks, as members of the FRB system, must subscribe to the capital stock of its District Federal Reserve Bank in an amount equal to 6 percent of the member bank's paid-up capital and surplus and must pay in half of that amount. The other half is subject to call by the Board of Governors. The stock is issued and redeemed at par value. No ready market exists for the FHLB and FRB stock, and it has no quoted market value. The Company evaluates these assets for impairment on a quarterly basis and determined there was no impairment as of December 31, 2019.

 

 

Loans: Loans are stated at the principal amount outstanding, net of deferred loan fees and the allowance for loan losses. Interest on loans is credited to income as earned based on the principal amount outstanding. The Banks’ policy is to discontinue the accrual of interest income on any loan 90 days or more past due unless the loans are well collateralized and in the process of collection. Income on nonaccrual loans is subsequently recognized only to the extent that cash payments are received and principal obligations are expected to be recoverable. Nonaccrual loans are returned to an accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to timely payment of principal or interest.

 

Allowance for loan losses: The allowance for loan losses is established through a provision for loan losses and maintained at a level deemed appropriate by management to provide for known and inherent risks in the loan portfolio. The allowance is based upon an ongoing review of past loan loss experience, current economic conditions, the underlying collateral value securing the loans and other adverse situations that may affect the borrower’s ability to repay. Loans which are deemed to be uncollectible are charged-off and deducted from the allowance. Recoveries on loans charged-off are added to the allowance. This evaluation is inherently subjective and requires estimates that are susceptible to significant revisions as more information becomes available. Due to potential changes in conditions, it is at least reasonably possible that changes in estimates will occur in the near term and that such changes could materially affect the amounts reported in the Company’s financial statements.

 

The Company’s allowance for possible loan losses consists of two components (i) specific reserves based on probable losses on specific loans and (ii) a general allowance based on historical loan loss experience, general economic conditions and other qualitative risk factors both internal and external to the Company.

 

The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of problem loans. Loans are classified based on an internal credit risk rating process that evaluates, among other things: (i) the obligor’s ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Smaller balance homogeneous loans are evaluated for impairment in total. Such loans include residential first mortgage loans secured by one-to-four family residences, residential construction loans, and automobile loans. Commercial and agricultural loans and mortgage loans secured by other properties are evaluated individually for impairment when analysis of borrower operating results and financial condition indicates that underlying cash flows of the borrower’s business are not adequate to meet its debt service requirements. Often this is associated with a delay or shortfall in payments of 90 days or more. Nonaccrual loans are often also considered impaired. Impaired loans or portions thereof, are charged-off when deemed uncollectible.

 

The general component of the allowance for loan losses is based on historical loan loss experience, general economic conditions and other qualitative risk factors both internal and external to the Company. The general component is determined by evaluating, among other things: (i) actual charge offs; (ii) the experience, ability and effectiveness of the Company’s lending management and staff; (iii) the effectiveness of the Company’s loan policies, procedures and internal controls; (iv) changes in asset quality; (v) changes in loan portfolio volume; (vi) the composition and concentrations of credit; (vii) the impact of competition on loan structuring and pricing; (viii) the effectiveness of the internal audit loan review function; (ix) the impact of environmental risks on portfolio risks; and (x) the impact of rising interest rates on portfolio risk (collectively, the variables). Management evaluates the degree of risk that each one of these variables has on the quality of the loan portfolio on a quarterly basis. Each variable is determined to have either a high, moderate or low degree of risk. The results are then input into a “general allocation matrix” to determine an appropriate general allocation of the allowance for losses.  Also included in the general component is an allocation for groups of loans with similar risk characteristics.

 

Loans held for sale: Loans held for sale are the loans the Banks have the intent to sell in the foreseeable future. They are carried at the lower of aggregate cost or fair value. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. Gains and losses on sales of loans are determined by the difference between the sale proceeds and the carrying value of the loans, recognized at settlement date and recorded as noninterest income.

 

Bank premises and equipment: Premises and equipment are stated at cost less accumulated depreciation. Depreciation expense is computed using straight-line and accelerated methods over the estimated useful lives of the respective assets. Depreciable lives range from 3 to 7 years for equipment and 15 to 39 years for premises.

 

Other real estate owned: Real estate properties acquired through or in lieu of foreclosure are initially recorded at the fair value less estimated selling cost at the date of foreclosure. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. The portion of interest costs relating to development of real estate is capitalized. Valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell and any subsequent write-downs are charged to operations. Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value less costs to sell. This evaluation is inherently subjective and requires estimates that are susceptible to significant revisions as more information becomes available.

 

 

Bank-owned life insurance:  The carrying amount of bank-owned life insurance consists of the initial premium paid, plus increases in cash value, less the carrying amount associated with any death benefit received.  Death benefits paid in excess of the applicable carrying amount are recognized as income. A portion of the increases in cash value and the death benefits recognized as income are exempt from income taxes.

 

Goodwill and other intangible assets: Goodwill represents the excess of cost over fair value of net assets acquired. Goodwill resulting from acquisitions is not amortized, but is tested for impairment annually or whenever events change and circumstances indicate that it is more likely than not that impairment has occurred. Goodwill is tested for impairment using a two-step process that begins with an estimation of the fair value of a reporting unit. The second step, if necessary, measures the amount of impairment.

 

Significant judgment is applied when goodwill is assessed for impairment. This judgment includes developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables, incorporating general economic and market conditions and selecting an appropriate control premium. At December 31, 2019, Company management has completed the goodwill impairment analysis and determined goodwill was not impaired based on the fair value of the respective reporting unit.

 

The only other significant intangible assets are core deposit intangible and customer list assets. The core deposit intangible and customer list asset is determined to have a definite life and is amortized over the estimated useful life. The core deposit intangible asset and customer list asset are both customer-based relationship valuation attributed to the expectation of a lower net cost of these deposits versus alternative sources of funds. The core deposit intangible and customer list asset are reviewed for impairment whenever events occur or circumstances indicate that the carrying amount may not be recoverable.

 

Wealth management department assets: Property held for customers in fiduciary or agency capacities are not included in the accompanying consolidated balance sheets, as such items are not assets of the Banks.

 

Revenue from contracts with customers: Interest revenue from loans and investments is recognized on the accrual basis of accounting as the interest is earned according to the terms of the particular loan or investment.  Income from service and other customer charges is recognized as earned.  Revenue from service charges are earned in accordance with the terms of the various products or services provided. Services within the scope of ASC 606 include service charges on deposits, interchange income, wealth management fees, investment brokerage fees, and the net gain on sale of foreclosed assets. The Company adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers, and related amendments beginning January 1, 2018. The adoption of this Accounting Standard Update did not have a material impact to our consolidated financial statements.

 

Advertising costs: Advertising costs are expensed as incurred.

 

Income taxes: Deferred income taxes are provided on temporary differences between financial statement and income tax reporting. Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases. Deferred tax assets are recognized for temporary differences that will be deductible in future years’ tax returns and for operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years’ tax returns. Accounting for uncertainty in income taxes sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. Benefits from tax positions taken or expected to be taken in a tax return are not recognized if the likelihood that the tax position would be sustained upon examination by a taxing authority is considered to be 50 percent or less. Interest and penalties are accounted for as a component of income tax expense.

 

The Company files a consolidated federal income tax return, with each entity computing its taxes on a separate company basis. For state tax purposes, the Banks file franchise tax returns, while the Parent Company files a corporate income tax return.

 

Comprehensive income: Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on securities available-for-sale, are reported as accumulated other comprehensive income, a separate component of the stockholders’ equity section of the consolidated balance sheet, and such items, along with net income, are components of the statement of comprehensive income. Gains and losses on securities available-for-sale are reclassified to net income as the gains or losses are realized upon sale of the securities. Other-than-temporary impairment charges are reclassified to net income at the time of the charge.

 

Financial instruments with off-balance-sheet risk: The Company, in the normal course of business, makes commitments to make loans which are not reflected in the consolidated financial statements. A summary of these commitments is disclosed in Note 15.

 

 

Transfers of financial assets and participating interests: Transfers of an entire financial asset or a participating interest in an entire financial asset are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

 

The transfer of a participating interest in an entire financial asset must also meet the definition of a participating interest. A participating interest in a financial asset has all of the following characteristics: (1) from the date of the transfer, it must represent a proportionate (pro rata) ownership in the financial asset, (2) from the date of transfer, all cash flows received, except any cash flows allocated as any compensation for servicing or other services performed, must be divided proportionately among participating interest holders in the amount equal to their share ownership, (3) the rights of each participating interest holder must have the same priority, and (4) no party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to do so.

 

Earnings per share: Basic earnings per share computations for the years ended December 31, 2019 and 2018 were determined by dividing net income by the weighted-average number of common shares outstanding during the years then ended. The Company had no potentially dilutive securities outstanding during the periods presented.

 

The following information was used in the computation of basic earnings per share (EPS) for the years ended December 31, 2019 and 2018.

 

   

2019

   

2018

 

Basic earning per share computation:

               

Net income

  $ 17,194,169     $ 17,013,878  

Weighted average common shares outstanding

    9,236,989       9,310,594  

Basic EPS

  $ 1.86     $ 1.83  

 

Reclassifications: Certain reclassifications have been made to the prior consolidated financial statements to conform to the current period presentation. These reclassifications had no effect on stockholders’ equity and net income of the prior periods.

 

New and Pending Accounting Pronouncements: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The ASU requires a lessee to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. Consistent with previous GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. Unlike previous GAAP, which requires that only capital leases be recognized on the balance sheet, the ASC requires that both types of leases by recognized on the balance sheet. For public companies, this update became effective for interim and annual periods beginning after December 15, 2018. Early application was permitted. The Company adopted this guidance effective January 1, 2019. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. Additionally, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In October 2019, the FASB voted to approve amendments to the effective date of ASU No. 2016-13 for smaller reporting companies, as defined by the SEC, and other non-SEC reporting entities. The amendment delays the effective date for our Company until interim and annual periods beginning after December 15, 2022. The Company is currently planning for the implementation of this accounting standard and has chosen a vendor for a software solution. The Company continues to refine the implementation of the software and its approach for determining the expected credit losses under the new guidance. The Company’s preliminary evaluation indicates the provisions of ASU No. 2016-13 are expected to impact the Company’s financial statements. The Company is continuing to evaluate the extent of the potential impact.    

 

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The guidance in this update eliminates the Step 2 from the goodwill impairment test. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted for interim and annual goodwill impairment tests with a measurement date after January 1, 2017. The Company does not expect the guidance to have a material impact on the Company's consolidated financial statements.

 

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The update is effective for interim and annual periods in fiscal years beginning after December 15, 2019, with early adoption permitted for the removed disclosures and delayed adoption until fiscal year 2020 permitted for the new disclosures. The removed and modified disclosures will be adopted on a retrospective basis, and the new disclosures will be adopted on a prospective basis. The adoption will not have a material effect on the Company’s consolidated financial statements.

 

 

Note 2. Bank Acquisitions

 

On October 25, 2019, the Company completed the purchase of ISSB, including its’ four branches in Creston, Diagonal, Lennox and Corning, Iowa (the “ISSB Acquisition”). The ISSB Acquisition was consistent with the Bank’s strategy to strengthen and expand its Iowa market share.  The ISSB’s acquired assets and liabilities were recorded at fair value at the date of acquisition.  This bank was purchased for cash consideration of $22.3 million.  As a result of the acquisition, the Company recorded a core deposit intangible asset of $1,891,000 and goodwill of approximately $2,370,000. The results of operations for this acquisition have been included since the transaction date of October 25, 2019. Since the acquisition date, there has been no significant credit deterioration of the acquired loans. Non-routine expenses associated with this transaction were approximately $195,000 for the year ended December 31, 2019.

 

The following table summarizes the fair value of the total consideration transferred as a part of the ISSB Acquisition as well as the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transactions. (in thousands)

 

Cash consideration transferred

  $ 22,333  
         

Recognized amounts of identifiable assets acquired and liabilities assumed:

       
         

Cash and due from banks

  $ 3,188  

Federal funds sold

    2,792  

Interest bearing deposits in financial institutions

    21,035  

Securities available-for-sale

    33,615  

Federal Home Loan Bank stock at cost

    365  

Loans receivable

    137,776  

Accrued interest receivable

    2,888  

Bank premises and equipment

    2,452  

Other real estate owned

    3,582  

Bank owned life insurance

    2,499  

Core deposit intangible asset

    1,891  

Other assets

    204  

Deposits

    (188,631 )

Securities sold under repurchase agreements

    (1,747 )

Accrued interest payable and other liabilities

    (1,946 )
         

Total identifiable net assets

    19,963  
         

Goodwill

  $ 2,370  

 

On October 25, 2019, associated with the ISSB Acquisition, the contractual balance of loans receivable acquired was $139,703,000 and the contractual balance of the deposits assumed was $188,068,000.  Loans receivable acquired include commercial real estate,    1-4 family real estate, agricultural real estate, commercial operating, agricultural operating and consumer loans.

 

 

The acquired loans associated with the ISSB Acquisition at contractual values as of October 25, 2019 were determined to be risk rated as follows (in thousands):

 

Pass

  $ 121,346  

Watch

    12,333  

Special Mention

    -  

Substandard

    6,024  
         

Total loans acquired at book value

  $ 139,703  

 

The core deposit intangible asset associated with the ISSB Acquisition is amortized to expense on a declining basis over a period of ten years.  The loan market valuation is accreted to income on a declining basis over a ten year period.  The time deposits market valuation is amortized to expense on a declining basis over a two year period.

 

On September 14, 2018, FNB completed the purchase of Clarke County State Bank, including its’ three branches in Osceola and Murray, Iowa (the “Clarke County Acquisition”).  The Clarke County Acquisition was consistent with the Bank’s strategy to strengthen and expand its Iowa market share.  FNB’s acquired assets and liabilities were recorded at fair value at the date of acquisition.  This bank was purchased for cash consideration of $14.8 million.  As a result of the acquisition, the Company recorded a core deposit intangible asset of $2,002,000 and goodwill of approximately $3,012,000. The results of operations for this acquisition have been included since the transaction date of September 14, 2018. Since the acquisition date, there has been no significant credit deterioration of the acquired loans. Non-routine expenses associated with this transaction were approximately $432,000 for the year ended December 31, 2018.

 

 

The following table summarizes the fair value of the total consideration transferred as a part of the Clarke County Acquisition as well as the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transactions. (in thousands)

 

   

2018

 
         

Cash consideration transferred

  $ 14,807  
         

Recognized amounts of identifiable assets acquired and liabilities assumed:

       
         

Cash and due from banks

  $ 1,364  

Federal funds sold

    1,154  

Interest bearing deposits in financial institutions

    1,475  

Securities available-for-sale

    17,197  

Federal Home Loan Bank stock at cost

    130  

Loans receivable

    76,041  

Accrued interest receivable

    863  

Bank premises and equipment

    924  

Other real estate owned

    120  

Deferred income taxes

    49  

Bank-owned life insurance

    2,755  

Core deposit intangible asset

    2,002  

Other assets

    14  

Deposits

    (83,169 )

Federal funds purchased

    (9,000 )

Accrued interest payable and other liabilities

    (124 )
         

Total identifiable net assets

    11,795  
         

Goodwill

  $ 3,012  

 

On September 14, 2018, associated with the Clarke County Acquisition, the contractual balance of loans receivable acquired was $77,197,000 and the contractual balance of the deposits assumed was $83,092,000.  Loans receivable acquired include commercial real estate, 1-4 family real estate, agricultural real estate, commercial operating, agricultural operating and consumer loans.

 

The acquired loans associated with the Clarke County Acquisition at contractual values as of September 14, 2018 were determined to be risk rated as follows (in thousands):

 

Pass

  $ 63,220  

Watch

    9,431  

Special Mention

    2,734  

Substandard

    1,812  

Total loans acquired at book value

  $ 77,197  

 

The core deposit intangible asset associated with the Clarke County Acquisition is amortized to expense on a declining basis over a period of ten years.  The loan market valuation is accreted to income on a declining basis over a ten year period.  The time deposits market valuation is amortized to expense on a declining basis over a two year period.

 

 

 

 

Note 3. Concentrations and Restrictions on Cash and Due from Banks and Interest Bearing Deposits in Financial Institutions

 

The Federal Reserve Bank requires member banks to maintain certain cash and due from bank reserves. The subsidiary banks’ reserve requirements totaled approximately $8,734,000 and $6,739,000 at December 31, 2019 and 2018, respectively.

 

At December 31, 2019, the Company had approximately $109,968,000 on deposit at various financial institutions. Management does not believe these balances carry a significant risk of loss but cannot provide absolute assurance that no losses would occur if these institutions were to become insolvent.

 

 

Note 4. Debt Securities

 

The amortized cost of securities available-for-sale and their approximate fair values are summarized below (in thousands):

 

           

Gross

   

Gross

         
   

Amortized

   

Unrealized

   

Unrealized

   

Estimated

 
   

Cost

   

Gains

   

Losses

   

Fair Value

 

2019:

                               

U.S. government treasuries

  $ 9,392     $ 64     $ (4 )   $ 9,452  

U.S. government agencies

    124,913       1,609       (89 )     126,433  

U.S. government mortgage-backed securities

    80,295       867       (34 )     81,128  

State and political subdivisions

    193,745       1,852       (295 )     195,302  

Corporate bonds

    66,012       1,542       (26 )     67,528  

Total

  $ 474,357     $ 5,934     $ (448 )   $ 479,843  

 

           

Gross

   

Gross

         
   

Amortized

   

Unrealized

   

Unrealized

   

Estimated

 
   

Cost

   

Gains

   

Losses

   

Fair Value

 

2018:

                               

U.S. government treasuries

  $ 7,925     $ -     $ (125 )   $ 7,800  

U.S. government agencies

    111,759       73       (1,564 )     110,268  

U.S. government mortgage-backed securities

    71,596       88       (1,302 )     70,382  

State and political subdivisions

    217,247       465       (1,757 )     215,955  

Corporate bonds

    55,877       2       (1,313 )     54,566  

Total

  $ 464,404     $ 628     $ (6,061 )   $ 458,971  

 

The amortized cost and fair value of debt securities available-for-sale as of December 31, 2019, are shown below by expected maturity. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. (in thousands)

 

   

Amortized

   

Estimated

 
   

Cost

   

Fair Value

 
                 

Due in one year or less

  $ 71,648     $ 71,731  

Due after one year through five years

    249,035       252,018  

Due after five years through ten years

    132,451       134,733  

Due after ten years

    21,223       21,361  

Total

  $ 474,357     $ 479,843  

 

At December 31, 2019 and 2018, securities with a carrying value of approximately $180,063,000 and $145,709,000, respectively, were pledged as collateral on public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law. Securities sold under agreements to repurchase are held by the Company’s safekeeping agent.

 

 

The proceeds, gains, and losses from securities available-for-sale are summarized below (in thousands):

 

   

2019

   

2018

 

Proceeds from sales of securities available-for-sale

  $ 8,211     $ -  

Gross realized gains on securities available-for-sale

    37       -  

Gross realized losses on securities available-for-sale

    20       -  

Tax provision applicable to net realized gains on securities available-for-sale

    4       -  

 

No other-than-temporary impairments were recognized as a component of income for the years ended December 31, 2019 and 2018.

 

Gross unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2019 and 2018, are summarized as follows: (in thousands)

 

2019:

 

Less than 12 Months

   

12 Months or More

   

Total

 
   

Estimated

   

Gross

   

Estimated

   

Gross

   

Estimated

   

Gross

 
   

Fair

   

Unrealized

   

Fair

   

Unrealized

   

Fair

   

Unrealized

 
   

Value

   

Losses

   

Value

   

Losses

   

Value

   

Losses

 

Securities available for sale:

                                               

U.S. government treasuries

  $ 3,023     $ (4 )   $ -     $ -     $ 3,023     $ (4 )

U.S. government agencies

    23,827       (85 )     2,520       (4 )     26,347       (89 )

U.S. government mortgage-backed securities

    14,885       (28 )     1,934       (6 )     16,819       (34 )

State and political subdivisions

    17,512       (125 )     5,954       (170 )     23,466       (295 )

Corporate bonds

    4,129       (26 )     -       -       4,129       (26 )

Total

  $ 63,376     $ (268 )   $ 10,408     $ (180 )   $ 73,784     $ (448 )

 

2018:

 

Less than 12 Months

   

12 Months or More

   

Total

 
   

Estimated

   

Gross

   

Estimated

   

Gross

   

Estimated

   

Gross

 
   

Fair

   

Unrealized

   

Fair

   

Unrealized

   

Fair

   

Unrealized

 
   

Value

   

Losses

   

Value

   

Losses

   

Value

   

Losses

 

Securities available for sale:

                                               

U.S. government treasuries

  $ 2,962     $ (11 )   $ 4,838     $ (114 )   $ 7,800     $ (125 )

U.S. government agencies

    26,099       (218 )     73,192       (1,346 )     99,291       (1,564 )

U.S. government mortgage-backed securities

    25,037       (277 )     37,632       (1,025 )     62,669       (1,302 )

State and political subdivisions

    60,600       (302 )     83,494       (1,455 )     144,094       (1,757 )

Corporate bonds

    19,239       (256 )     34,254       (1,057 )     53,493       (1,313 )

Total

  $ 133,937     $ (1,064 )   $ 233,410     $ (4,997 )   $ 367,347     $ (6,061 )

 

At December 31, 2019, debt securities have unrealized losses of $448,000. These unrealized losses are generally due to changes in interest rates or general market conditions. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. Management concluded that the unrealized losses on debt securities were temporary. Due to potential changes in conditions, it is at least reasonably possible that changes in fair values and management’s assessments will occur in the near term and that such changes could materially affect the amounts reported in the Company’s financial statements.

 

 

 

 

Note 5. Loans Receivable and Credit Disclosures

 

The composition of loans receivable is as follows (in thousands):

 

   

2019

   

2018

 
                 

Real estate - construction

  $ 47,895     $ 51,364  

Real estate - 1 to 4 family residential

    201,510       169,722  

Real estate - commercial

    435,850       389,532  

Real estate - agricultural

    160,771       103,652  

Commercial

    84,084       86,194  

Agricultural

    111,945       85,202  

Consumer and other

    18,791       16,566  
      1,060,846       902,232  

Less:

               

Allowance for loan losses

    (12,619 )     (11,684 )

Deferred loan fees

    (80 )     (87 )

Total loans receivable, net

  $ 1,048,147     $ 890,461  

 

Construction loans are underwritten utilizing independent appraisals, sensitivity analysis of absorption, vacancy and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of funds with repayment substantially dependent on the success of the ultimate project. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and the availability of long-term financing. The Company may require guarantees on these loans. The Company’s construction loans are secured primarily by properties located in its primary market area.

 

The Company originates 1-4 family real estate, consumer and other loans utilizing credit reports to supplement the underwriting process. The Company’s underwriting standards for 1-4 family loans are generally in accordance with FHLMC and FNMA manual underwriting guidelines.  Properties securing 1-4 four-family real estate loans are appraised by either staff appraisers or fee appraisers, both of which are independent of the loan origination function and have been approved by the Board of Directors. The loan-to-value ratios normally do not exceed 90% without credit enhancements such as mortgage insurance. The Company will lend up to 100% of the lesser of the appraised value or purchase price for conventional 1-4 family real estate loans, provided private mortgage insurance is obtained. The Company’s 1-4 family real estate loans are secured primarily by properties located in its primary market area. The underwriting standards for consumer and other loans include a determination of the applicant’s payment history on other debts and an assessment of their ability to meet existing obligations and payments on the proposed loan. To monitor and manage loan risk, policies and procedures are developed and modified, as needed by management. This activity, coupled with smaller loan amounts that are spread across many individual borrowers, minimizes risk. Additionally, market conditions are reviewed by management on a regular basis.

 

Commercial and agricultural real estate loans are subject to underwriting standards and processes similar to commercial and agricultural operating loans, in addition to those unique to real estate loans. These loans are viewed primarily as cash flow loans and, secondarily, as loans secured by real estate. Commercial and agricultural real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Loan-to-value generally does not exceed 80% of the cost or value of the assets. Appraisals on properties securing these loans are performed generally by fee appraisers approved by the Board of Directors. Because payments on commercial and agricultural real estate loans are often dependent on the successful operation or management of the properties, repayment of such loans may be subject to adverse conditions in the real estate market or the economy. Management monitors and evaluates commercial and agricultural real estate loans based on collateral and risk rating criteria. The Company may require guarantees on these loans. The Company’s commercial and agricultural real estate loans are secured primarily by properties located in its primary market area.

 

Commercial and agricultural operating loans are underwritten based on the Company’s examination of current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. This underwriting includes the evaluation of cash flows of the borrower, underlying collateral, if applicable, and the borrower’s ability to manage its business activities. The cash flows of borrowers and the collateral securing these loans may fluctuate in value after the initial evaluation. A first priority lien on the general assets of the business normally secures these types of loans. Loan-to-value limits vary and are dependent upon the nature and type of the underlying collateral and the financial strength of the borrower. Crop and hail insurance is required for most agricultural borrowers. Loans are generally guaranteed by the principal(s). The Company’s commercial and agricultural operating lending is primarily in its primary market area.

 

 

The Company maintains an internal audit department that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management and the audit committee. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

 

Summary changes in the allowance for loan losses for the years ended December 31, 2019 and 2018 are as follows (in thousands):

 

   

2019

   

2018

 
                 

Balance, beginning

  $ 11,684     $ 11,321  

Provision for loan losses

    1,314       639  

Recoveries of loans charged-off

    72       49  

Loans charged-off

    (451 )     (325 )

Balance, ending

  $ 12,619     $ 11,684  

 

Activity in the allowance for loan losses, on a disaggregated basis, for the years ended December 31, 2019 and 2018 is as follows (in thousands):

 

2019:

         

1-4 Family

                                                 
   

Construction

   

Residential

   

Commercial

   

Agricultural

                   

Consumer

         
   

Real Estate

   

Real Estate

   

Real Estate

   

Real Estate

   

Commercial

   

Agricultural

   

and Other

   

Total

 
                                                                 

Balance, beginning

  $ 699     $ 1,820     $ 4,615     $ 1,198     $ 1,777     $ 1,384     $ 191     $ 11,684  

Provision (credit) for loan losses

    (27 )     372       732       128       (24 )     94       39       1,314  

Recoveries of loans charged-off

    -       5       15       -       36       -       16       72  

Loans charged-off

    -       (75 )     -       -       (331 )     -       (45 )     (451 )

Balance, ending

  $ 672     $ 2,122     $ 5,362     $ 1,326     $ 1,458     $ 1,478     $ 201     $ 12,619  

 

2018:

         

1-4 Family

                                                 
   

Construction

   

Residential

   

Commercial

   

Agricultural

                   

Consumer

         
   

Real Estate

   

Real Estate

   

Real Estate

   

Real Estate

   

Commercial

   

Agricultural

   

and Other

   

Total

 
                                                                 

Balance, beginning

  $ 796     $ 1,716     $ 4,734     $ 997     $ 1,739     $ 1,171     $ 168     $ 11,321  

Provision (credit) for loan losses

    (97 )     121       (12 )     201       89       271       66       639  

Recoveries of loans charged-off

    -       6       -       -       23       -       20       49  

Loans charged-off

    -       (23 )     (107 )     -       (74 )     (58 )     (63 )     (325 )

Balance, ending

  $ 699     $ 1,820     $ 4,615     $ 1,198     $ 1,777     $ 1,384     $ 191     $ 11,684  

 

Allowance for loan losses disaggregated on the basis of the impairment analysis method as of December 31, 2019 and 2018 is as follows (in thousands):

 

2019:

         

1-4 Family

                                                 
   

Construction

   

Residential

   

Commercial

   

Agricultural

                   

Consumer

         
   

Real Estate

   

Real Estate

   

Real Estate

   

Real Estate

   

Commercial

   

Agricultural

   

and Other

   

Total

 

Ending balance: Individually evaluated for impairment

  $ -     $ 209     $ -     $ -     $ -     $ -     $ -     $ 209  

Ending balance: Collectively evaluated for impairment

    672       1,913       5,362       1,326       1,458       1,478       201       12,410  

Ending balance

  $ 672     $ 2,122     $ 5,362     $ 1,326     $ 1,458     $ 1,478     $ 201     $ 12,619  

 

2018:

         

1-4 Family

                                                 
   

Construction

   

Residential

   

Commercial

   

Agricultural

                   

Consumer

         
   

Real Estate

   

Real Estate

   

Real Estate

   

Real Estate

   

Commercial

   

Agricultural

   

and Other

   

Total

 

Ending balance: Individually evaluated for impairment

  $ -     $ 53     $ -     $ -     $ 430     $ -     $ 18     $ 501  

Ending balance: Collectively evaluated for impairment

    699       1,767       4,615       1,198       1,347       1,384       173       11,183  

Ending balance

  $ 699     $ 1,820     $ 4,615     $ 1,198     $ 1,777     $ 1,384     $ 191     $ 11,684  

 

 

Loans receivable disaggregated on the basis of the impairment analysis method as of December 31, 2019 and 2018 is as follows (in thousands):

 

2019:

         

1-4 Family

                                                 
   

Construction

   

Residential

   

Commercial

   

Agricultural

                   

Consumer

         
   

Real Estate

   

Real Estate

   

Real Estate

   

Real Estate

   

Commercial

   

Agricultural

   

and Other

   

Total

 
                                                                 

Ending balance: Individually evaluated for impairment

  $ -     $ 1,204     $ 83     $ 84     $ 462     $ 2,951     $ 4     $ 4,788  

Ending balance: Collectively evaluated for impairment

    47,895       200,306       435,767       160,687       83,622       108,994       18,787       1,056,058  
                                                                 

Ending balance

  $ 47,895     $ 201,510     $ 435,850     $ 160,771     $ 84,084     $ 111,945     $ 18,791     $ 1,060,846  

 

2018:

         

1-4 Family

                                                 
   

Construction

   

Residential

   

Commercial

   

Agricultural

                   

Consumer

         
   

Real Estate

   

Real Estate

   

Real Estate

   

Real Estate

   

Commercial

   

Agricultural

   

and Other

   

Total

 
                                                                 

Ending balance: Individually evaluated for impairment

  $ -     $ 365     $ 128     $ 74     $ 2,648     $ -     $ 19     $ 3,234  

Ending balance: Collectively evaluated for impairment

    51,364       169,357       389,404       103,578       83,546       85,202       16,547       898,998  
                                                                 

Ending balance

  $ 51,364     $ 169,722     $ 389,532     $ 103,652     $ 86,194     $ 85,202     $ 16,566     $ 902,232  

 

Credit Quality Indicators. As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk ratings of construction, commercial and agricultural real estate loans and commercial and agricultural operating loans, (ii) the level of classified loans, (iii) net charge-offs, (iv) non-performing loans and (v) the general economic conditions in our market area.

 

The Company utilizes a risk rating matrix to assign risk ratings to each of its construction, commercial and agricultural loans. Loans are rated on a scale of 1 to 7. A description of the general characteristics of the 7 risk ratings is as follows:

 

Ratings 1, 2 and 3 - These ratings include loans of average to excellent credit quality borrowers. These borrowers generally have significant capital strength, moderate leverage and stable earnings and growth commensurate to their relative risk rating. These ratings are reviewed at least annually. These ratings also include performing loans less than $100,000.

Rating 4 - This rating includes loans on management’s “watch list” and is intended to be utilized for pass rated borrowers where credit quality has begun to show signs of financial weakness that now requires management’s heightened attention. This rating is reviewed at least quarterly.

Rating 5 - This rating is for “Special Mention” loans in accordance with regulatory guidelines. This rating is intended to be temporary and includes loans to borrowers whose credit quality has clearly deteriorated and are at risk of further decline unless active measures are taken to correct the situation. This rating is reviewed at least quarterly.

Rating 6 - This rating includes “Substandard” loans in accordance with regulatory guidelines, for which the accrual of interest has not been stopped. By definition under regulatory guidelines, a “Substandard” loan has defined weaknesses which make payment default or principal exposure likely, but not yet certain. Such loans are apt to be dependent upon collateral liquidation, a secondary source of repayment or an event outside of the normal course of business. This rating is reviewed at least quarterly.

Rating 7 - This rating includes “Substandard-Impaired” loans in accordance with regulatory guidelines, for which the accrual of interest has generally been stopped. This rating includes loans; (i) where interest is more than 90 days past due; (ii) not fully secured; (iii) where a specific valuation allowance may be necessary; or (iv) where the borrower is unable to make contractual principle and interest payments.  This rating is reviewed at least quarterly.

 

 

The credit risk profile by internally assigned grade, on a disaggregated basis, at December 31, 2019 and 2018 is as follows (in thousands):

 

2019:

 

Construction

   

Commercial

   

Agricultural

                         
   

Real Estate

   

Real Estate

   

Real Estate

   

Commercial

   

Agricultural

   

Total

 
                                                 

Pass

  $ 41,073     $ 387,274     $ 118,692     $ 62,655     $ 90,083     $ 699,777  

Watch

    6,822       29,209       32,780       16,147       15,248       100,206  

Special Mention

    -       4,581       -       -       -       4,581  

Substandard

    -       14,703       9,215       4,820       3,663       32,401  

Substandard-Impaired

    -       83       84       462       2,951       3,580  
                                                 

Total

  $ 47,895     $ 435,850     $ 160,771     $ 84,084     $ 111,945     $ 840,545  

 

2018:

 

Construction

   

Commercial

   

Agricultural

                         
   

Real Estate

   

Real Estate

   

Real Estate

   

Commercial

   

Agricultural

   

Total

 
                                                 

Pass

  $ 45,991     $ 345,231     $ 72,562     $ 64,850     $ 58,818     $ 587,452  

Watch

    5,373       26,177       22,758       13,998       22,628       90,934  

Special Mention

    -       4,775       1,675       264       747       7,461  

Substandard

    -       13,221       6,583       4,434       3,009       27,247  

Substandard-Impaired

    -       128       74       2,648       -       2,850  
                                                 

Total

  $ 51,364     $ 389,532     $ 103,652     $ 86,194     $ 85,202     $ 715,944  

 

The credit risk profile based on payment activity, on a disaggregated basis, at December 31, 2019 and 2018 is as follows (in thousands):

 

2019:

 

1-4 Family

                 
   

Residential

   

Consumer

         
   

Real Estate

   

and Other

   

Total

 
                         

Performing

  $ 200,117     $ 18,782     $ 218,899  

Non-performing

    1,393       9       1,402  
                         

Total

  $ 201,510     $ 18,791     $ 220,301  

 

2018:

 

1-4 Family

                 
   

Residential

   

Consumer

         
   

Real Estate

   

and Other

   

Total

 
                         

Performing

  $ 169,206     $ 16,547     $ 185,753  

Non-performing

    516       19       535  
                         

Total

  $ 169,722     $ 16,566     $ 186,288  

 

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payment of principal and interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. The Company will apply its normal loan review procedures to identify loans that should be evaluated for impairment.

 

 

The following is a recap of impaired loans, on a disaggregated basis, at December 31, 2019 and 2018 and the average recorded investment and interest income recognized on these loans for the years ended December 31, 2019 and 2018 (in thousands):

 

2019:

         

Unpaid

           

Average

   

Interest

 
   

Recorded

   

Principal

   

Related

   

Recorded

   

Income

 
   

Investment

   

Balance

   

Allowance

   

Investment

   

Recognized

 
                                         

With no specific reserve recorded:

                                       

Real estate - construction

  $ -     $ -     $ -     $ -     $ -  

Real estate - 1 to 4 family residential

    460       796       -       336       31  

Real estate - commercial

    83       435       -       323       133  

Real estate - agricultural

    84       97       -       80       -  

Commercial

    462       517       -       285       -  

Agricultural

    2,951       3,071       -       1,472       -  

Consumer and other

    4       4       -       1       -  

Total loans with no specific reserve:

    4,044       4,920       -       2,497       164  
                                         

With an allowance recorded:

                                       

Real estate - construction

    -       -       -       -       -  

Real estate - 1 to 4 family residential

    744       755       209       329       -  

Real estate - commercial

    -       -       -       -       -  

Real estate - agricultural

    -       -       -       -       -  

Commercial

    -       -       -       1,494       -  

Agricultural

    -       -       -       -       -  

Consumer and other

    -       -       -       8       1  

Total loans with specific reserve:

    744       755       209       1,831       1  
                                         

Total

                                       

Real estate - construction

    -       -       -       -       -  

Real estate - 1 to 4 family residential

    1,204       1,551       209       665       31  

Real estate - commercial

    83       435       -       323       133  

Real estate - agricultural

    84       97       -       80       -  

Commercial

    462       517       -       1,779       -  

Agricultural

    2,951       3,071       -       1,472       -  

Consumer and other

    4       4       -       9       1  
                                         

Total

  $ 4,788     $ 5,675     $ 209     $ 4,328     $ 165  

 

 

2018:

         

Unpaid

           

Average

   

Interest

 
   

Recorded

   

Principal

   

Related

   

Recorded

   

Income

 
   

Investment

   

Balance

   

Allowance

   

Investment

   

Recognized

 
                                         

With no specific reserve recorded:

                                       

Real estate - construction

  $ -     $ -     $ -     $ -     $ -  

Real estate - 1 to 4 family residential

    252       277       -       404       180  

Real estate - commercial

    128       601       -       238       290  

Real estate - agricultural

    74       88       -       30       -  

Commercial

    248       258       -       151       5  

Agricultural

    -       -       -       -       -  

Consumer and other

    1       2       -       5       -  

Total loans with no specific reserve:

    703       1,226       -       828       475  
                                         

With an allowance recorded:

                                       

Real estate - construction

    -       -       -       -       -  

Real estate - 1 to 4 family residential

    113       139       53       161       6  

Real estate - commercial

    -       -       -       119       -  

Real estate - agricultural

    -       -       -       -       -  

Commercial

    2,400       2,506       430       2,801       2  

Agricultural

    -       -       -       12       1  

Consumer and other

    18       22       18       32       -  

Total loans with specific reserve:

    2,531       2,667       501       3,125       9  
                                         

Total

                                       

Real estate - construction

    -       -       -       -       -  

Real estate - 1 to 4 family residential

    365       416       53       565       186  

Real estate - commercial

    128       601       -       357       290  

Real estate - agricultural

    74       88       -       30       -  

Commercial

    2,648       2,764       430       2,952       7  

Agricultural

    -       -       -       12       1  

Consumer and other

    19       24       18       37       -  
                                         

Total

  $ 3,234     $ 3,893     $ 501     $ 3,953     $ 484  

 

The interest foregone on nonaccrual loans for the years ended December 31, 2019 and 2018 was approximately $473,000 and $350,000, respectively.

 

Nonaccrual loans at December 31, 2019 and 2018 were $4,788,000 and $3,234,000, respectively.

 

Troubled Debt Restructurings. The restructuring of a loan is considered a “troubled debt restructuring” (“TDR”) if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses.

 

Certain troubled debt restructurings are on nonaccrual status at the time of restructuring. These borrowings are typically returned to accrual status after sustained repayment performance in accordance with the restructuring agreement for a reasonable period of at least six months and management is reasonably assured of future performance. If the troubled debt restructuring meets these performance criteria and the interest rate granted at the modification is equal to or greater than the rate that the Company was willing to accept at the time of the restructuring for a new loan with comparable risk, then the loan will return to performing status.

 

For troubled debt restructurings that were on nonaccrual status before the modification, a specific reserve may already be recorded. In periods subsequent to modification, the Company will continue to evaluate all troubled debt restructurings for possible impairment and, as necessary, recognizes impairment through the allowance. The Company had charge offs related to TDRs for the years ended December 31, 2019 and 2018 of $315,000 and $63,000, respectively.

 

 

The Company had loans meeting the definition of TDR of $1,171,000 as of December 31, 2019, all of which were included as impaired and nonaccrual loans.   The Company had loans meeting the definition of TDR of $2,350,000 as of December 31, 2018, all of which were included as impaired and nonaccrual loans.

 

The Company’s TDRs, on a disaggregated basis, occurring in the years ended December 31 is as follows (dollars in thousands):

 

   

2019

   

2018

 
           

Pre-Modification

   

Post-Modification

           

Pre-Modification

   

Post-Modification

 
           

Outstanding

   

Outstanding

           

Outstanding

   

Outstanding

 
   

Number of

   

Recorded

   

Recorded

   

Number of

   

Recorded

   

Recorded

 
   

Contracts

   

Investment

   

Investment

   

Contracts

   

Investment

   

Investment

 
                                                 

Real estate - construction

    -     $ -     $ -       -     $ -     $ -  

Real estate - 1 to 4 family residential

    3       1,035       1,035       -       -       -  

Real estate - commercial

    -       -       -       -       -       -  

Real estate - agricultural

    -       -       -       -       -       -  

Commercial

    -       -       -       3       80       80  

Agricultural

    -       -       -       -       -       -  

Consumer and other

    -       -       -       -       -       -  
                                                 

Total

    3     $ 1,035     $ 1,035       3     $ 80     $ 80  

 

During the year ended December 31, 2019, the Company granted concessions to one borrower, with three contracts, experiencing financial difficulties. The loans were restructured with terms less than normal amounts of collateral.

 

During the year ended December 31, 2018, the Company granted concessions to one borrower, with three contracts, experiencing financial difficulties. These loans were extended beyond their normal terms.

 

There were no TDR loans that were modified during the year ended December 31, 2019 with a payment default. There was one TDR loan that was modified during the year ended December 31, 2018 with a payment default. A TDR loan is considered to have payment default when it is past due 60 days or more.

 

There was no significant financial impact from specific reserves or from charge-offs for the TDR loans included in the previous table.

 

 

An aging analysis of the recorded investment in loans, on a disaggregated basis, as of December 31, 2019 and 2018, are as follows (in thousands):

 

2019:

    30-89    

90 Days

                           

90 Days

 
   

Days

   

or Greater

   

Total

                   

or Greater

 
   

Past Due

   

Past Due

   

Past Due

   

Current

   

Total

   

Accruing

 
                                                 

Real estate - construction

  $ 1,796     $ -     $ 1,796     $ 46,099     $ 47,895     $ -  

Real estate - 1 to 4 family residential

    811       290       1,101       200,409       201,510       188  

Real estate - commercial

    387       -       387       435,463       435,850       -  

Real estate - agricultural

    422       -       422       160,349       160,771       -  

Commercial

    518       237       755       83,329       84,084       -  

Agricultural

    666       2,587       3,253       108,692       111,945       62  

Consumer and other

    146       6       152       18,639       18,791       5  
                                                 

Total

  $ 4,746     $ 3,120     $ 7,866     $ 1,052,980     $ 1,060,846     $ 255  

 

2018:

    30-89    

90 Days

                           

90 Days

 
   

Days

   

or Greater

   

Total

                   

or Greater

 
   

Past Due

   

Past Due

   

Past Due

   

Current

   

Total

   

Accruing

 
                                                 

Real estate - construction

  $ 376     $ -     $ 376     $ 50,988     $ 51,364     $ -  

Real estate - 1 to 4 family residential

    1,032       302       1,334       168,388       169,722       150  

Real estate - commercial

    -       -       -       389,532       389,532       -  

Real estate - agricultural

    -       -       -       103,652       103,652       -  

Commercial

    595       248       843       85,351       86,194       -  

Agricultural

    89       -       89       85,113       85,202       -  

Consumer and other

    76       -       76       16,490       16,566       -  
                                                 

Total

  $ 2,168     $ 550     $ 2,718     $ 899,514     $ 902,232     $ 150  

 

There are no other known problem loans that cause management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms.

 

As of December 31, 2019, there were no material commitments to lend additional funds to customers whose loans were classified as impaired.

 

Loans are made in the normal course of business to certain directors and executive officers of the Company and to their affiliates. The terms of these loans, including interest rates and collateral, are similar to those prevailing for comparable transactions with others and do not involve more than a normal risk of collectability. Loan transactions with related parties at December 31, 2019 and 2018 were as follows (in thousands):

 

   

2019

   

2018

 
                 

Balance, beginning of year

  $ 7,807     $ 8,609  

New loans

    5,854       3,444  

Repayments

    (6,974 )     (4,720 )

Change in status

    3,548       474  

Balance, end of year

  $ 10,235     $ 7,807  

 

 

 

 

Note 6. Bank Premises and Equipment

 

The major classes of bank premises and equipment and the total accumulated depreciation at December 31, 2019 and 2018 (in thousands):

 

   

2019

   

2018

 
                 

Land

  $ 4,056     $ 3,929  

Buildings and improvements

    21,560       19,585  

Furniture and equipment

    7,768       6,820  
      33,384       30,334  

Less accumulated depreciation

    15,573       14,521  

Total bank premises and equipment, net

  $ 17,811     $ 15,813  

 

 

Note 7. Other Real Estate Owned

 

Changes in the other real estate owned at December 31, 2019 and 2018 are as follows (in thousands):

 

   

2019

   

2018

 
                 

Balance, beginning of year

  $ 830     $ 386  

Transfer of loans

    382       495  

Acquired as a part of the acquisitions

    3,582       120  

Net proceeds from sale

    (834 )     (393 )

Gain on sale and foreclosure, net

    44       222  

Balance, end of year

  $ 4,004     $ 830  

 

The following table provides the composition of other real estate owned at December 31, 2019 and 2018 are as follows (in thousands):

 

   

2019

   

2018

 
                 

Construction and land development

  $ -     $ 265  

Commercial real estate

    -       120  

Agricultural land

    3,602       -  

1 to 4 family residential houses

    402       445  
                 

Total other real estate owned

  $ 4,004     $ 830  

 

 

Note 8. Goodwill

 

On October 25, 2019, the Company acquired ISSB located in Creston, Diagonal, Lennox and Corning, Iowa, which resulted in the recognition of $2.4 million of goodwill. Goodwill recognized in the ISSB Acquisition was primarily attributable to an expanded market share and economies of scale expected from combining ISSB with the Company.

 

On September 14, 2018, FNB acquired Clarke County State Bank located in Osceola and Murray, Iowa, which resulted in the recognition of $3.0 million of goodwill. Goodwill recognized in the Clarke County Acquisition was primarily attributable to an expanded market share and economies of scale expected from combining the operations of the Osceola and Murray offices with FNB.

 

Accounting standards allow for goodwill to be tested for impairment by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value.  If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. There was no impairment of the carrying amount of goodwill in 2019 and 2018. The goodwill related to the ISSB Acquisition is deductible for income tax purposes, while the goodwill related to the Clarke County Acquisition is not deductible for income tax purposes.

 

 

 

 

Note 9. Intangible Assets

 

In conjunction with the ISSB Acquisition on October 25, 2019 and the Clarke County Acquisition on September 14, 2018, the Company recorded $1,891,000 and $2,002,000 of core deposit intangible assets, respectively. In conjunction with the acquisition of a wealth management business in 2016, the Company recorded a $15,000 customer list asset in 2018. The following sets forth the carrying amounts and accumulated amortization of intangible assets at December 31, 2019 and 2018 (in thousands):

 

   

2019

   

2018

 
   

Gross

   

Accumulated

   

Gross

   

Accumulated

 
   

Amount

   

Amortization

   

Amount

   

Amortization

 
                                 

Core deposit intangible asset

  $ 6,411     $ 2,745     $ 4,520     $ 2,212  

Customer list

    535       242       535       165  

Total

  $ 6,946     $ 2,987     $ 5,055     $ 2,377  

 

The weighted average life of the intangible assets is 4.2 and 3.5 years as of December 31, 2019 and 2018, respectively.

 

The amortization expense for the intangible assets totaled $610,000 and $430,000 for the years ended December 31, 2019 and 2018, respectively. Estimated remaining amortization expense on intangible assets is as follows for the years ending December 31 (in thousands):

 

2020

  $ 826  

2021

    628  

2022

    574  

2023

    502  

2024

    337  

After

    1,092  
         

Total

  $ 3,959  

 

The following sets forth the activity related to intangible assets for the years ended December 31, 2019 and 2018 (in thousands):

 

   

2019

   

2018

 
                 

Beginning intangibles, net

  $ 2,678     $ 1,091  

Acquisition

    1,891       2,002  

Adjustment to intangible asset

    -       15  

Amortization

    (610 )     (430 )
                 

Ending intangible asset, net

  $ 3,959     $ 2,678  

 

 

Note 10. Deposits

 

At December 31, 2019, the maturities of time deposits are as follows (in thousands):

 

2020

  $ 149,197  

2021

    94,464  

2022

    19,740  

2023

    8,251  

2024

    10,581  

Total time deposits

  $ 282,233  

 

 

Interest expense on deposits for the years ended December 31, 2019 and 2018 is summarized as follows (in thousands):

 

   

2019

   

2018

 
                 

Interest bearing checking

  $ 3,147     $ 2,199  

Savings and money market

    2,870       2,207  

Time deposits

    4,184       2,436  

Total deposit interest expense

  $ 10,201     $ 6,842  

 

Deposits held by the Company from related parties at December 31, 2019 and 2018 totaled approximately $17,428,000 and $14,775,000, respectively.

 

 

Note 11. Pledged Collateral Related to Securities Sold Under Repurchase Agreements

 

The following sets forth the pledged collateral at estimated fair value related to securities sold under repurchase agreements (repurchase agreements) and term repurchase agreements as of December 31, 2019 and 2018 (in thousands):

 

   

2019

   

2018

 
   

Remaining Contractual Maturity of the Agreements

 
   

 

   

Greater than

   

 

   

 

   

Greater than

   

 

 
    Overnight    

90 days

    Total     Overnight    

90 days

    Total  
                                                 

Securities sold under agreements to repurchase:

                                               

U.S. government treasuries

  $ 3,528     $ -     $ 3,528     $ 4,406     $ -     $ 4,406  

U.S. government agencies

    35,557       -       35,557       41,375       -       41,375  

U.S. government mortgage-backed securities

    19,614       -       19,614       19,893       -       19,893  
                                                 
                                                 

Total pledged collateral

  $ 58,699     $ -     $ 58,699     $ 65,674     $ -     $ 65,674  

 

 

Note 12. Borrowings

 

Repurchase agreements are short-term and are secured by securities available-for-sale.

 

At December 31, 2019, FHLB advances consisted of the following (dollars in thousands):

 

           

Weighted

 
           

Average

 
   

Amount

   

Interest Rate

 

FHLB advances maturing in:

               

2020

    2,000       1.58 %

2024

    3,000       1.57 %

Total FHLB advances

  $ 5,000       1.57 %

 

Borrowed funds at December 31, 2019 and 2018 consisted of FHLB advances. FHLB advances are collateralized by FHLB stock, certain 1-4 family residential real estate loans, multifamily real estate loans, commercial real estate loans and agricultural real estate loans. The Banks had available borrowing capacity with the FHLB of Des Moines, Iowa of $222,558,000 and $171,627,000 at December 31, 2019 and 2018, respectively.

 

 

Note 13. Employee Benefit Plans

 

The Company has a qualified 401(k) profit-sharing plan. For the years ended December 31, 2019 and 2018, the Company matched employee contributions up to a maximum of 3% and also contributed an amount equal to 3% of the participating employee’s compensation. For the years ended December 31, 2019 and 2018, Company contributions to the plan were approximately $869,000 and $813,000, respectively. The plan covers substantially all employees.

 

 

 

 

Note 14. Income Taxes

 

The components of income tax expense for the years ended December 31, 2019 and 2018 are as follows (in thousands):

 

   

2019

   

2018

 

Federal:

               

Current

  $ 2,823     $ 3,353  

Deferred

    8       (77 )

Total federal income tax expense

    2,831       3,276  

State:

               

Current

    1,056       1,123  

Deferred

    (40 )     7  

Total state income tax expense

    1,016       1,130  
                 

Total income tax expense

  $ 3,847     $ 4,406  

 

Total income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 21% to income before income taxes for the years ended December 31, 2019 and 2018 as a result of the following (in thousands):

 

   

2019

   

2018

 
                 

Income taxes at 21%

  $ 4,419     $ 4,498  

Increase (decrease) resulting from:

               

Tax-exempt interest

    (836 )     (943 )

State taxes, net of federal tax benefit

    877       830  

New market tax credits

    (693 )     -  

Other

    80       21  

Total income tax expense

  $ 3,847     $ 4,406  

 

 

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred liabilities at December 31, 2019 and 2018 are as follows (in thousands):

 

   

2019

   

2018

 
                 

Deferred tax assets:

               

Allowance for loan losses

  $ 3,114     $ 2,871  

Net unrealized losses on securities available-for-sale

    -       1,358  

State operating and alternative minimum tax carryforward

    469       669  

Fair value adjustments from acquisitions

    214       305  

Accrued vacation

    224       191  

Off balance sheet reserve

    136       132  

Other deferred tax assets

    473       304  

Total deferred tax assets

    4,630       5,830  

Deferred tax liabilities:

               

Net unrealized gains on securities available-for-sale

    (1,372 )     -  

Goodwill and other intangible assets

    (1,029 )     (1,106 )

Bank premises and equipment

    (661 )     (500 )

Other deferred tax liabilities

    (191 )     (149 )

Total deferred tax liabilities

    (3,253 )     (1,755 )
                 

Valuation allowance

    (226 )     (226 )
                 

Net deferred tax asset

  $ 1,151     $ 3,849  

 

Income taxes currently payable of approximately $86,000 and $165,000 is included in other liabilities as of December 31, 2019 and 2018, respectively.

 

The Company has approximately $226,000 of state alternative minimum tax (“AMT”) credit carryforwards available to offset future state alternative minimum taxable income as of December 31, 2019 and 2018.  The Company has recorded a valuation allowance against the tax effect of the AMT credit carryforwards, as management believes it is more likely than not that such carryforwards will not be utilized.

 

The Company and its subsidiaries file one income tax return in the U.S. federal jurisdiction and separate tax returns for the state of Iowa. The Company is no longer subject to U.S. federal income and state tax examinations for years before 2016.

 

The Company follows the accounting requirements for uncertain tax positions. Management has determined that the Company has no material uncertain tax positions and no material accrued interest or penalties as of or for the years ended December 31, 2019 and 2018 that would require recognition. The Company had no significant unrecognized tax benefits as of December 31, 2019, that if recognized, would affect the effective tax rate. The Company had no positions for which it deemed that it is reasonably possible that the total amounts of the unrecognized tax benefit will significantly increase or decrease within the 12 months as of December 31, 2019 and 2018.

 

 

Note 15. Commitments, Contingencies and Concentrations of Credit Risk

 

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet.

 

 

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments. A summary of the Company’s commitments at December 31, 2019 and 2018 is as follows (in thousands):

 

   

2019

   

2018

 
                 

Commitments to extend credit

  $ 207,168     $ 158,787  

Standby letters of credit

    7,633       6,425  

Total commitments

  $ 214,801     $ 165,212  

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. At December 31, 2019 and 2018, approximately $135,679,000 and $146,087,000 of the commitments to extend credit were fixed interest rates. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Banks evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Banks upon extension of credit, is based on management’s credit evaluation of the party.

 

Standby letters of credit are conditional commitments issued by the Banks to guarantee the performance of a customer to a third-party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies and is required in instances which the Banks deem necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Banks would be required to fund the commitment. The maximum potential amount of future payments the Banks could be required to make is represented by the contractual amount shown in the summary above. If the commitments were funded, the Banks would be entitled to seek recovery from the customer.

 

At December 31, 2019 and 2018, the Banks have established liabilities totaling approximately $662,000 and $530,000, respectively to cover estimated credit losses for off-balance-sheet loan commitments and standby letters of credit.

 

In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the Company’s financial statements.

 

Concentrations of credit risk: The Banks originate real estate, consumer, and commercial loans, primarily in Boone, Clarke, Hancock, Marshall, Polk, Story and Union counties in Iowa, as well as adjacent counties. Although the Banks have diversified loan portfolios, a substantial portion of their borrowers’ ability to repay loans is dependent upon economic conditions in the Banks’ market areas.

 

 

Note 16. Regulatory Matters

 

The Company and the Banks are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Banks’ financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Banks must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Regulators also have the ability to impose higher limits than those specified by capital adequacy guidelines if they so deem necessary.

 

On January 1, 2015, the Company and each subsidiary bank became subject to final rules issued by the Federal Reserve Board and the FDIC implementing the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes. The rules revised minimum capital requirements and adjust prompt corrective action thresholds. The final rules revised the regulatory capital elements, added a new common equity Tier I capital ratio, increased the minimum Tier 1 capital ratio requirements and implemented a new capital conservation buffer. On August 28, 2018, the Board of Governors of the Federal Reserve System issued an interim rule revising the Small Bank Holding Company Policy Statement (the “Policy Statement”) that, among other things, raised from $1 billion to $3 billion the asset threshold to qualify for the Policy Statement. The Company qualifies for treatment under the Policy Statement and is no longer subject to consolidated capital rules.

 

 

Beginning in 2016, an additional capital conservation buffer was added to the minimum requirements for capital adequacy purposes, subject to a three year phase-in period. The capital conservation buffer was fully phased-in on January 1, 2019 at 2.5 percent. A banking organization with a conservation buffer of less than 2.5 percent (or the required phase-in amount in years prior to 2019) is subject to limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. At the present time, the ratios for the Banks are sufficient to meet the fully phased-in conservation buffer.

 

Quantitative measures established by regulation to ensure capital adequacy require each subsidiary bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 2019 and 2018, that the Company and each subsidiary bank met all capital adequacy requirements to which they are subject.

 

 

As of December 31, 2019, the most recent notification from the federal banking regulators categorized the Banks are well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Banks must maintain minimum common equity, total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. Management believes there are no conditions or events since that notification that have changed the institution’s category. The Company’s and each of the subsidiary bank’s actual capital amounts and ratios as of December 31, 2019 and 2018 are also presented in the table. (dollars in thousands)

 

                                   

To Be Well

 
                                   

Capitalized Under

 
                   

For Capital

   

Prompt Corrective

 
   

Actual

   

Adequacy Purposes *

   

Action Provisions

 
   

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 
                                                 

As of December 31, 2019:

                                               

Total capital (to risk- weighted assets):

                                               

Consolidated

  $ 180,834       14.3 %   $ 132,878       10.50 %     N/A       N/A  

Boone Bank & Trust

    14,205       14.1       10,610       10.50     $ 10,105       10.0 %

First National Bank

    87,375       13.9       66,180       10.50       63,028       10.0  

Iowa State Savings Bank

    20,610       14.2       15,208       10.50       14,483       10.0  

Reliance State Bank

    24,487       13.0       19,778       10.50       18,836       10.0  

State Bank & Trust

    16,800       13.5       13,115       10.50       12,490       10.0  

United Bank & Trust

    10,775       14.3       7,910       10.50       7,534       10.0  
                                                 

Tier 1 capital (to risk- weighted assets):

                                               

Consolidated

  $ 167,514       13.2 %   $ 107,568       8.50 %     N/A       N/A  

Boone Bank & Trust

    13,274       13.1       8,589       8.50     $ 8,084       8.0 %

First National Bank

    80,665       12.8       53,574       8.50       50,423       8.0  

Iowa State Savings Bank

    20,151       13.9       12,311       8.50       11,587       8.0  

Reliance State Bank

    22,166       11.8       16,010       8.50       15,069       8.0  

State Bank & Trust

    15,233       12.2       10,617       8.50       9,992       8.0  

United Bank & Trust

    9,955       13.2       6,403       8.50       6,027       8.0  
                                                 

Tier 1 capital (to average- assets):

                                               

Consolidated

  $ 167,544       10.1 %   $ 66,234       4.00 %     N/A       N/A  

Boone Bank & Trust

    13,274       9.5       5,604       4.00     $ 7,005       5.0 %

First National Bank

    80,665       9.3       34,702       4.00       43,378       5.0  

Iowa State Savings Bank

    20,151       9.5       8,453       4.00       10,567       5.0  

Reliance State Bank

    22,166       10.0       8,886       4.00       11,108       5.0  

State Bank & Trust

    15,233       9.5       6,384       4.00       7,980       5.0  

United Bank & Trust

    9,955       9.8       4,073       4.00       5,091       5.0  
                                                 

Common equity tier 1 capital (to risk-weighted assets):

                                               

Consolidated

  $ 167,544       13.2 %   $ 88,585       7.00 %     N/A       N/A  

Boone Bank & Trust

    13,274       13.1       7,074       7.00     $ 6,568       6.5 %

First National Bank

    80,665       12.8       44,120       7.00       40,968       6.5  

Iowa State Savings Bank

    20,151       13.9       10,138       7.00       9,414       6.5  

Reliance State Bank

    22,166       11.8       13,185       7.00       12,243       6.5  

State Bank & Trust

    15,233       12.2       8,743       7.00       8,119       6.5  

United Bank & Trust

    9,955       13.2       5,273       7.00       4,897       6.5  

 

* These ratios for December 31, 2019 include a capital conservation buffer of 2.50%, except for the Tier 1 capital to average assets ratios.

 

 

                                   

To Be Well

 
                                   

Capitalized Under

 
                   

For Capital

   

Prompt Corrective

 
   

Actual

   

Adequacy Purposes *

   

Action Provisions

 
   

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 
                                                 

As of December 31, 2018:

                                               

Total capital (to risk- weighted assets):

                                               

Consolidated

  $ 177,405       16.1 %   $ 109,082       9.875 %     N/A       N/A  

Boone Bank & Trust

    15,632       17.0       9,092       9.875     $ 9,207       10.0 %

First National Bank

    81,419       13.1       61,312       9.875       62,088       10.0  

Reliance State Bank

    27,880       14.8       18,576       9.875       18,811       10.0  

State Bank & Trust

    20,358       16.2       12,427       9.875       12,585       10.0  

United Bank & Trust

    14,790       19.5       7,489       9.875       7,583       10.0  
                                                 

Tier 1 capital (to risk- weighted assets):

                                               

Consolidated

  $ 165,181       15.0 %   $ 86,989       7.875 %     N/A       N/A  

Boone Bank & Trust

    14,722       16.0       7,251       7.875     $ 7,366       8.0 %

First National Bank

    74,995       12.1       48,894       7.875       49,671       8.0  

Reliance State Bank

    25,622       13.6       14,813       7.875       15,049       8.0  

State Bank & Trust

    18,783       14.9       9,910       7.875       10,068       8.0  

United Bank & Trust

    13,974       18.4       5,972       7.875       6,067       8.0  
                                                 

Tier 1 capital (to average- assets):

                                               

Consolidated

  $ 165,181       11.3 %   $ 58,635       4.000 %     N/A       N/A  

Boone Bank & Trust

    14,722       11.2       5,277       4.000     $ 6,596       5.0 %

First National Bank

    74,995       9.1       33,034       4.000       41,292       5.0  

Reliance State Bank

    25,622       11.7       8,730       4.000       10,913       5.0  

State Bank & Trust

    18,783       11.8       6,384       4.000       7,980       5.0  

United Bank & Trust

    13,974       12.7       4,402       4.000       5,503       5.0  
                                                 

Common equity tier 1 capital (to risk-weighted assets):

                                               

Consolidated

  $ 165,181       15.0 %   $ 70,420       6.375 %     N/A       N/A  

Boone Bank & Trust

    14,722       16.0       5,870       6.375     $ 5,985       6.5 %

First National Bank

    74,995       12.1       39,581       6.375       40,357       6.5  

Reliance State Bank

    25,622       13.6       11,992       6.375       12,227       6.5  

State Bank & Trust

    18,783       14.9       8,023       6.375       8,180       6.5  

United Bank & Trust

    13,974       18.4       4,834       6.375       4,929       6.5  

 

* These ratios for December 31, 2018 include a capital conservation buffer of 1.875%, except for the Tier 1 capital to average assets ratios.

 

Federal and state banking regulations place certain restrictions on dividends paid and loans or advances made by the Banks to the Company. Dividends paid by each Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. Management believes that these restrictions currently do not have a significant impact on the Company.

 

 

 

 

Note 17. Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.

 

The standards require the use of valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques are consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, a fair value hierarchy was established 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. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

 

Level 2: Inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets; quoted process for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatility, prepayment speeds, credit risk); or inputs derived principally from or can be corroborated by observable market data by correlation or other means.     

 

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

 

The following table presents the balances of assets measured at fair value on a recurring basis by level as of December 31, 2019 and 2018 (in thousands):

 

Description

 

Total

   

Level 1

   

Level 2

   

Level 3

 
                                 

2019

                               
                                 

U.S. government treasuries

  $ 9,452     $ 9,452     $ -     $ -  

U.S. government agencies

    126,433       -       126,433       -  

U.S. government mortgage-backed securities

    81,128       -       81,128       -  

State and political subdivisions

    195,302       -       195,302       -  

Corporate bonds

    67,528       -       67,528       -  
                                 

Total assets at fair value on a recurring basis

  $ 479,843     $ 9,452     $ 470,391     $ -  
                                 

2018

                               
                                 

U.S. government treasuries

  $ 7,800     $ 7,800     $ -     $ -  

U.S. government agencies

    110,268       -       110,268       -  

U.S. government mortgage-backed securities

    70,382       -       70,382       -  

State and political subdivisions

    215,955       -       215,955       -  

Corporate bonds

    54,566       -       54,566       -  
                                 

Total assets at fair value on a recurring basis

  $ 458,971     $ 7,800     $ 451,171     $ -  

 

Securities available-for-sale: Fair value measurement for Level 1 securities is based upon quoted prices. Fair value measurement for Level 2 securities are based upon quoted prices, if available. If quoted prices are not available, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things. Level 1 securities include U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets.  Other securities available-for-sale are reported at fair value utilizing Level 2 inputs.

 

Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, as well as U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets.  Other available-for-sale securities are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things.

 

 

Certain assets are measured at fair value on a nonrecurring basis; that is, they are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment or a change in previously recognized impairment).  The following table presents the assets carried on the balance sheet (after specific reserves) by caption and by level with the valuation hierarchy as of December 31, 2019 and 2018  (in thousands):

 

Description

 

Total

   

Level 1

   

Level 2

   

Level 3

 
                                 

2019

                               
                                 

Loans

  $ 535     $ -     $ -     $ 535  

Other real estate owned

    4,004       -       -       4,004  
                                 

Total assets at fair value on a nonrecurring basis

  $ 4,539     $ -     $ -     $ 4,539  
                                 

2018

                               
                                 

Loans

  $ 2,030     $ -     $ -     $ 2,030  

Other real estate owned

    830       -       -       830  
                                 

Total assets at fair value on a nonrecurring basis

  $ 2,860     $ -     $ -     $ 2,860  

 

Loans: Loans in the tables above consist of impaired credits held for investment. In accordance with the loan impairment guidance, impairment was measured based on the fair value of collateral less estimated selling costs for collateral dependent loans or the cash flow method for noncollateral dependent loans. Fair value for collateral dependent impaired loans is based upon appraised values adjusted for trends observed in the market. A valuation allowance was recorded for the excess of the loan’s recorded investment over the amounts determined by the collateral value method. This valuation is a component of the allowance for loan losses. The Company considers these fair values level 3.

 

Other Real Estate Owned: Other real estate owned in the table above consists of real estate obtained through foreclosure. Other real estate owned is recorded at fair value less estimated selling costs, at the date of transfer. Subsequent to the transfer, other real estate owned is carried at the lower of cost or fair value, less estimated selling costs. The carrying value of other real estate owned is not re-measured to fair value on a recurring basis but is subject to fair value adjustments when the carrying value exceeds the fair value less estimated selling costs. Management uses appraised values and adjusts for trends observed in the market and for disposition costs in determining the value of other real estate owned. A valuation allowance was recorded for the excess of the asset’s recorded investment over the amount determined by the fair value, less estimated selling costs. This valuation allowance is a component of the allowance for other real estate owned. The Company considers these fair values level 3.

 

 

The significant inputs used in the fair value measurements for Level 3 assets measured at fair value on a nonrecurring basis as of December 31, 2019 and 2018 are as follows (in thousands):

 

   

2019

 
   

 

 

Valuation

 

 

 

Range

 
    Fair Value  

Techniques

  Range of Unobservable Inputs  

(Average)

 
                           

Impaired Loans

  $ 535  

Evaluation of collateral

 

Estimation of value

    NM*      
                           

Other real estate owned

  $ 4,004  

Appraisal

 

Appraisal adjustment

  6% - 8% (7%)  

 

   

2018

 
   

 

 

Valuation

 

 

 

Range

 
    Fair Value  

Techniques

  Range of Unobservable Inputs  

(Average)

 
                           

Impaired Loans

  $ 2,030  

Evaluation of collateral

 

Estimation of value

    NM*      
                           

Other real estate owned

  $ 830  

Appraisal

 

Appraisal adjustment

  6% - 8% (7%)  

 

* Not Meaningful.

 

Evaluations of the underlying assets are completed for each impaired collateral dependent loan with a specific reserve. The types of collateral vary widely and could include accounts receivables, inventory, a variety of equipment and real estate. Collateral evaluations are reviewed and discounted as appropriate based on knowledge of the specific type of collateral. In the case of real estate, an independent appraisal may be obtained. Types of discounts considered included aging of receivables, condition of the collateral, potential market for the collateral and estimated disposal costs. These discounts will vary from loan to loan, thus providing a range would not be meaningful.

 

GAAP requires disclosure of the fair value of financial assets and financial liabilities, including those that are not measured and reported at fair value on a recurring basis or nonrecurring basis.  The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or nonrecurring basis are discussed above.  The methodologies for other financial assets and financial liabilities are discussed below.

 

 

The following table includes the carrying amounts and estimated fair values of financial assets and liabilities as of December 31, 2019 and 2018 (in thousands):

 

     

2019

   

2018

 
 

Fair Value

         

Estimated

           

Estimated

 
 

Hierarchy

 

Carrying

   

Fair

   

Carrying

   

Fair

 
 

Level

 

Amount

   

Value

   

Amount

   

Value

 
                                   

Financial assets:

                                 

Cash and due from banks

Level 1

  $ 34,617     $ 34,617     $ 30,384     $ 30,384  

Interest bearing deposits

Level 1

    108,948       108,948       26,058       26,058  

Securities available-for-sale

See previous table

    479,843       479,843       458,971       458,971  

FHLB and FRB stock

Level 2

    3,139       3,139       3,191       3,191  

Loans receivable, net

Level 2

    1,048,147       1,025,032       890,461       864,417  

Loans held for sale

Level 2

    2,777       2,777       401       401  

Accrued income receivable

Level 1

    11,788       11,788       9,416       9,416  

Financial liabilities:

                                 

Deposits

Level 2

  $ 1,493,175     $ 1,495,155     $ 1,221,084     $ 1,219,643  

Securities sold under agreements to repurchase

Level 1

    42,034       42,034       40,674       40,674  

FHLB advances

Level 2

    5,000       4,935       14,600       14,559  

Accrued interest payable

Level 1

    1,163       1,163       649       649  

 

Commitments to extend credit and standby letters of credit: The fair values of commitments to extend credit and standby letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and credit worthiness of the counterparties. The carrying value and fair value of the commitments to extend credit and standby letters of credit are not considered significant.

 

Limitations: Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

 

Note 18. Subsequent Events

 

Management evaluated subsequent events through the date the financial statements were issued. There were no other significant events or transactions occurring after December 31, 2019, but prior to March 10, 2020, that provided additional evidence about conditions that existed at December 31, 2019. There were no other significant events or transactions that provided evidence about conditions that did not exist at December 31, 2019.

 

 

 

 

Note 19. Ames National Corporation (Parent Company Only) Financial Statements

 

Information relative to the Parent Company’s balance sheets at December 31, 2019 and 2018, and statements of income and cash flows for each of the years in the two-year period ended December 31, 2019, is as follows (in thousands):

 

CONDENSED BALANCE SHEETS

December 31, 2019 and 2018

 

   

2019

   

2018

 
                 

ASSETS

               
                 

Cash and due from banks

  $ 29     $ 47  

Interest bearing deposits in banks

    5,097       14,735  

Investment in bank subsidiaries

    180,503       155,514  

Loans receivable, net

    1,949       2,169  

Premises and equipment, net

    2,649       2,743  

Accrued income receivable

    6       8  

Other real estate owned

    -       265  

Other assets

    106       47  
                 

Total assets

  $ 190,339     $ 175,528  
                 

LIABILITIES

               
                 

Dividends payable

  $ 2,213     $ 2,137  

Accrued expenses and other liabilities

    547       526  
                 

Total liabilities

    2,760       2,663  
                 

STOCKHOLDERS' EQUITY

               
                 

Common stock

    18,445       18,587  

Additional paid-in capital

    18,794       20,462  

Retained earnings

    146,225       137,891  

Accumulated other comprehensive income (loss)

    4,115       (4,075 )

Total stockholders' equity

    187,579       172,865  
                 

Total liabilities and stockholders' equity

  $ 190,339     $ 175,528  

 

 

CONDENSED STATEMENTS OF INCOME

Years Ended December 31, 2019 and 2018

 

   

2019

   

2018

 

Operating income:

               

Equity in net income of bank subsidiaries

  $ 17,834     $ 17,394  

Interest

    221       160  

Rental income

    432       420  

Gain on sale of other real estate owned

    (11 )     63  

Other income

    2,033       1,916  
      20,509       19,953  
                 

Provision for loan losses

    -       -  
                 

Operating income after provision for loan losses

    20,509       19,953  
                 

Operating expenses

    3,534       3,081  
                 

Income before income taxes

    16,975       16,872  
                 

Income tax (benefit)

    (219 )     (142 )
                 

Net income

  $ 17,194     $ 17,014  

 

 

CONDENSED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2019 and 2018

 

   

2019

   

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net income

  $ 17,194     $ 17,014  

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

               

Depreciation

    100       105  

Provision for deferred income taxes

    (88 )     (40 )

(Gain) loss on sale of other real estate owned

    11       (63 )

Equity in net income of bank subsidiaries

    (17,834 )     (17,394 )

Dividends received from bank subsidiaries

    25,068       11,968  

(Increase) decrease in accrued income receivable

    2       (2 )

(Increase) decrease in other assets

    (1 )     222  

Increase in accrued expense and other liabilities

    51       112  

Net cash provided by operating activities

    24,503       11,922  
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

(Increase) decrease in interest bearing deposits in banks

    9,638       (888 )

Decrease in loans

    220       106  

Proceeds from the sale of other real estate owned

    254       118  

Investments in bank subsidiary

    (24,033 )     -  

Purchase of bank premises and equipment

    (6 )     -  

Net cash (used in) investing activities

    (13,927 )     (664 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES

               

Dividends paid

    (8,785 )     (10,801 )

Stock repurchases

    (1,809 )     (452 )

Net cash (used in) financing activities

    (10,594 )     (11,253 )
                 

Net increase (decrease) in cash and cash equivalents

    (18 )     5  
                 

CASH AND DUE FROM BANKS

               

Beginning

    47       42  

Ending

  $ 29     $ 47  
                 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW

               

INFORMATION

               

Cash receipts for income taxes

  $ 99     $ 122  

 

 

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

As of the end of the period covered by this Annual Report, an evaluation was performed under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

Management’s annual report on internal control over financial reporting is contained in Item 8 of this Annual Report.

 

The attestation report of the Company’s registered public accounting firm on the Company’s internal control over financial reporting is contained in Item 8 of this Annual Report.

 

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE

 

Directors

 

Refer to the information under the captions “Corporate Governance” and "Proposals to be Voted on at Meeting – Proposal 1 – Election of Directors” contained in the Company's definitive proxy statement prepared in connection with its Annual Meeting of Shareholders to be held April 29, 2020, as filed with the SEC on March 10, 2020 (the "Proxy Statement"), which information is incorporated herein by this reference.

 

Executive Officers

 

The information required by Item 10 regarding the executive officers appears in Item 1 of Part I of this Annual Report under the heading “Information About our Executive Officers”.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Refer to the information under the caption “Delinquent Section 16(a) Reports” in the Proxy Statement, which information is incorporated herein by this reference.

 

Audit Committee

 

The Company has established an Audit Committee as a standing committee of the Board of Directors. Refer to the information under the caption “Corporate Governance – Board Committees” in the Proxy Statement, which information is incorporated herein by this reference.

 

 

Audit Committee Financial Expert

 

The Board of Directors of the Company has determined that Lisa M. Eslinger, a director and member of the Audit Committee, qualifies as an "audit committee financial expert" under applicable SEC rules. The Board of Directors has further determined that Ms. Eslinger qualifies as an "independent" director under applicable SEC rules and the corporate governance rules of the NASDAQ stock market. The Board's affirmative determination was based, among other things, upon Ms. Eslinger's experience as Chief Financial and Administrative Officer for the Iowa State Foundation. Prior to joining the foundation, Ms. Eslinger was a senior manager with KPMG LLP.

 

Code of Ethics

 

The Company has adopted an Ethics and Confidentiality Policy that applies to all directors, officers and employees of the Company, including the Chief Executive Officer and the Chief Financial Officer of the Company. A copy of this policy is posted on the Company's website at www.amesnational.com. In the event that the Company makes any amendments to, or grants any waivers of, a provision of the Ethics and Confidentiality Policy that requires disclosure under applicable SEC rules, the Company intends to disclose such amendments or waiver and the reasons therefor on its website.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Refer to the information under the caption “Executive Compensation” in the Proxy Statement, which information is incorporated herein by this reference.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 

Refer to the information under the caption “Security Ownership of Management and Certain Beneficial Owners” in the Proxy Statement, which information is incorporated herein by this reference. The Company does not maintain any equity compensation plans covering its directors, officers or employees or the directors, officers or employees of the Banks.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

Refer to the information under the captions “Loans to Directors and Executive Officers and Related Party Transactions” and “Corporate Governance – Director Independence” in the Proxy Statement, which information is incorporated herein by this reference.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Refer to the information under the caption "Relationship with Independent Registered Public Accounting Firm" in the Proxy Statement, which information is incorporated herein by this reference.

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) List of Financial Statements and Schedules.

 

         1. Financial Statements

 

Reports of CliftonLarsonAllen LLP, Independent Registered Public Accounting Firm

Consolidated Balance Sheets, December 31, 2019 and 2018

Consolidated Statements of Income for the Years ended December 31, 2019 and 2018

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019 and 2018

Consolidated Statements of Stockholders' Equity for the Years ended December 31, 2019 and 2018

Consolidated Statements of Cash Flows for the Years ended December 31, 2019 and 2018

Notes to Consolidated Financial Statements

 

         2. Financial Statement Schedules

 

All schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.

 

 

(b)

List of Exhibits.

 

The exhibits listed below are filed with or incorporated by reference in this Annual Report on Form 10-K. Where such exhibit is incorporated by reference to a previously filed registration statement or report, such registration statement or report is identified in parentheses. Management contracts and compensatory plans or arrangements are specifically identified below.

 

Exhibit    
Number Description
     
2.1 - Stock Purchase Agreement among the Company, Iowa Community Bancorp, Inc. and Iowa State Savings Bank dated July 29, 2019 (incorporated by reference to Exhibit 2.1 to the Form 10-Q filed on August 7, 2019).
3.1 - Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K filed on March 12, 2015).
3.2 - Bylaws of the Company (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K filed on March 12, 2015).
4.1 - Description of Securities**
10.1 - Management Incentive Compensation Plan (incorporated by reference to Exhibit 99.2 filed with the Company’s Form 8-K on November 19, 2012)*.
21** - Subsidiaries of the Company
23** - Consent of Independent Registered Public Accounting Firm
31.1** - Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2** - Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** - Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2** - Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
101.INS   XBRL Instance Document (1)
101.SCH   XBRL Taxonomy Extension Schema Document (1)
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.LAB   XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document (1)
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document (1)

 

* Indicates a management compensatory plan or arrangement.

**Filed herewith

 

(1)These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections, and shall not be deemed incorporated by reference in any prior or future filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates such information by reference.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    AMES NATIONAL CORPORATION  
       
       
March 10, 2020 By: /s/ John P. Nelson  
    John P. Nelson, Chief Executive Officer and President  

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on March 10, 2020.

 

  /s/ John P. Nelson  
  John P. Nelson, Chief Executive Officer and President  
  (Principal Executive Officer)  
     
  /s/ John L. Pierschbacher  
  John L. Pierschbacher, Chief Financial Officer  
  (Principal Financial and Accounting Officer)  
     
  /s/ Betty A. Baudler Horras  
  Betty A. Baudler Horras, Director  
     
  /s/ David W. Benson  
  David W. Benson, Director  
     
  /s/ Michelle R. Cassabaum  
  Michelle R. Cassabaum, Director  
     
  /s/ Lisa M. Eslinger  
  Lisa M. Eslinger, Director  
     
  /s/ Steven D. Forth  
  Steven D. Forth, Director  
     
  /s/ Patrick G. Hagan  
  Patrick G. Hagan, Director  
     
  /s/ James R. Larson II  
  James R. Larson II, Director  
     
  /s/ Thomas H. Pohlman  
  Thomas H. Pohlman, Director  
     
  /s/ Kevin L. Swartz  
  Kevin L. Swartz, Director  

 

 

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