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AUBURN NATIONAL BANCORPORATION, INC - Quarter Report: 2015 March (Form 10-Q)

Form 10-Q
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended March 31, 2015

 

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

For the transition period                      to                     

Commission File Number: 0-26486

 

 

Auburn National Bancorporation, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   63-0885779

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

100 N. Gay Street

Auburn, Alabama 36830

(334) 821-9200

(Address and telephone number of principal executive offices)

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

 

 

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

Yes  x                                         No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x                                         No  ¨

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

 

    Large Accelerated filer  ¨

   Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  x
   (Do not check if a smaller reporting company)

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

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

 

Class

     Outstanding at April 30, 2015

Common Stock, $0.01 par value per share

     3,643,403 shares

 

 


Table of Contents

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

INDEX

 

PART I. FINANCIAL INFORMATION

  PAGE   

Item 1    Financial Statements

Consolidated Balance Sheets (Unaudited)

as of March 31, 2015 and December 31, 2014

  3   

Consolidated Statements of Earnings (Unaudited)

for the quarters ended March 31, 2015 and 2014

  4   

Consolidated Statements of Comprehensive Income (Unaudited)

for the quarters ended March 31, 2015 and 2014

  5   

Consolidated Statements of Stockholders’ Equity (Unaudited)

for the quarters ended March 31, 2015 and 2014

  6   

Condensed Consolidated Statements of Cash Flows (Unaudited)

for the quarters ended March 31, 2015 and 2014

  7   

Notes to Consolidated Financial Statements (Unaudited)

  8   

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

  30   

Table 1 – Explanation of Non-GAAP Financial Measures

  47   

Table 2 – Selected Quarterly Financial Data

  48   

Table 3 –  Average Balances and Net Interest Income Analysis –
for the quarters ended March 31, 2015 and 2014

  49   

Table 4 – Loan Portfolio Composition

  50   

Table 5 – Allowance for Loan Losses and Nonperforming Assets

  51   

Table 6 – Allocation of Allowance for Loan Losses

  52   

Table 7 – CDs and Other Time Deposits of $100,000 or more

  53   

Item 3    Quantitative and Qualitative Disclosures About Market Risk

  54   

Item 4    Controls and Procedures

  54   

PART II. OTHER INFORMATION

Item 1    Legal Proceedings

  54   

Item 1A Risk Factors

  54   

Item 2    Unregistered Sales of Equity Securities and Use of Proceeds

  54   

Item 3    Defaults Upon Senior Securities

  54   

Item 4    Mine Safety Disclosures

  54   

Item 5    Other Information

  54   

Item 6    Exhibits

  55   


Table of Contents

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

 

(Dollars in thousands, except share data)    March 31,
2015
    December 31,
2014
 

 

 

Assets:

Cash and due from banks

$ 14,149    $ 12,856    

Federal funds sold

  46,345      68,507    

Interest bearing bank deposits

  35,279      2,140    

 

 

Cash and cash equivalents

  95,773      83,503    

 

 

Securities available-for-sale

  262,141      267,603    

Loans held for sale

  3,549      1,974    

Loans, net of unearned income

  396,613      402,954    

Allowance for loan losses

  (4,722   (4,836)   

 

 

Loans, net

  391,891      398,118    

 

 

Premises and equipment, net

  10,939      10,807    

Bank-owned life insurance

  17,743      18,004    

Other real estate owned

  499      534    

Other assets

  7,689      8,688    

 

 

Total assets

$ 790,224    $ 789,231    

 

 

Liabilities:

Deposits:

Noninterest-bearing

$ 141,576    $ 130,160    

Interest-bearing

  556,760      563,230    

 

 

Total deposits

  698,336      693,390    

Federal funds purchased and securities sold under agreements to repurchase

  4,349      4,681    

Long-term debt

  7,217      12,217    

Accrued expenses and other liabilities

  2,778      3,144    

 

 

Total liabilities

  712,680      713,432    

 

 

Stockholders’ equity:

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

  —          —      

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

  39      39    

Additional paid-in capital

  3,764      3,763    

Retained earnings

  77,253      76,193    

Accumulated other comprehensive income, net

  3,127      2,443    

Less treasury stock, at cost - 313,757 shares and 313,807 shares at March 31, 2015 and December 31, 2014, respectively

  (6,639   (6,639)   

 

 

Total stockholders’ equity

  77,544      75,799    

 

 

Total liabilities and stockholders’ equity

$         790,224    $         789,231    

 

 

See accompanying notes to consolidated financial statements

 

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AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(Unaudited)

 

             Quarter ended March 31,          
  

 

 

 
(Dollars in thousands, except share and per share data)    2015      2014  

 

 

Interest income:

Loans, including fees

$ 5,006    $ 4,790    

Securities

Taxable

  1,040      1,176    

Tax-exempt

  651      627    

Federal funds sold and interest bearing bank deposits

  39      42    

 

 

Total interest income

  6,736      6,635    

 

 

Interest expense:

Deposits

  1,102      1,257    

Short-term borrowings

  6        

Long-term debt

  105      104    

 

 

Total interest expense

  1,213      1,365    

 

 

Net interest income

  5,523      5,270    

Provision for loan losses

  —        (400)   

 

 

Net interest income after provision for loan losses

  5,523      5,670    

 

 

Noninterest income:

Service charges on deposit accounts

  206      213    

Mortgage lending

  334      386    

Bank-owned life insurance

  401      126    

Other

  377      338    

Securities gains (losses), net:

Realized gains, net

  3      26    

Total other-than-temporary impairments

  —        (333)   

 

 

Total securities gains (losses), net

  3      (307)   

 

 

Total noninterest income

  1,321      756    

 

 

Noninterest expense:

Salaries and benefits

  2,268      2,281   

Net occupancy and equipment

  358      352    

Professional fees

  201      206    

FDIC and other regulatory assessments

  125      145    

Other real estate owned, net

  17      118    

Prepayment penalties on long-term debt

  362      —      

Other

  983      846    

 

 

Total noninterest expense

  4,314      3,948    

 

 

Earnings before income taxes

  2,530      2,478    

Income tax expense

  668      657    

 

 

Net earnings

$ 1,862    $ 1,821    

 

 

Net earnings per share:

Basic and diluted

$ 0.51    $ 0.50    

 

 

Weighted average shares outstanding:

Basic and diluted

  3,643,365      3,643,161    

 

 

See accompanying notes to consolidated financial statements

 

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AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

 

             Quarter ended March 31,          
  

 

 

 
(Dollars in thousands)    2015     2014  

 

 

Net earnings

$ 1,862    $ 1,821    

Other comprehensive income, net of tax:

Unrealized net holding gain on securities

  686      2,565    

Reclassification adjustment for net (gain) loss on securities recognized in net earnings

  (2   194    

 

 

Other comprehensive income

  684      2,759    

 

 

Comprehensive income

$ 2,546    $ 4,580    

 

 

See accompanying notes to consolidated financial statements

 

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AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(Unaudited)

 

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

 

 

Balance, December 31, 2013

  3,957,135    $ 39    $ 3,759    $ 71,879    $ (4,552 $ (6,640 $ 64,485    

Net earnings

  —        —        —        1,821      —        —        1,821    

Other comprehensive income

  —        —        —        —        2,759      —        2,759    

Cash dividends paid ($0.215 per share)

  —        —        —        (782   —        —        (782)   

Sale of treasury stock (55 shares)

  —        —        1      —        —        —          

 

 

Balance, March 31, 2014

  3,957,135    $ 39    $ 3,760    $ 72,918    $ (1,793 $ (6,640 $ 68,284    

 

 

Balance, December 31, 2014

  3,957,135    $ 39    $ 3,763    $ 76,193    $ 2,443    $ (6,639 $ 75,799    

Net earnings

  —        —        —        1,862      —        —        1,862    

Other comprehensive income

  —        —        —        —        684      —        684    

Cash dividends paid ($0.22 per share)

  —        —        —        (802   —        —        (802)   

Sale of treasury stock (50 shares)

  —        —        1      —        —                    —          

 

 

Balance, March 31, 2015

  3,957,135    $     39    $     3,764    $     77,253    $     3,127    $ (6,639 $     77,544    

 

 

See accompanying notes to consolidated financial statements

 

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AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

 

             Quarter ended March 31,          
  

 

 

 
(In thousands)    2015     2014  

 

 

Cash flows from operating activities:

Net earnings

$ 1,862    $ 1,821    
Adjustments to reconcile net earnings to net cash provided by operating activities:

Provision for loan losses

  —        (400)   

Depreciation and amortization

  242      182    

Premium amortization and discount accretion, net

  385      392    

Net (gain) loss on securities available-for-sale

  (3   307    

Net gain on sale of loans held for sale

  (258   (240)   

Increase in MSR valuation allowance

  10      —      

Net loss on other real estate owned

  5      126    

Loss on prepayment of long-term debt

  362      —      

Loans originated for sale

  (19,148   (8,848)   

Proceeds from sale of loans

  17,720      10,037    

Increase in cash surrender value of bank-owned life insurance

  (125   (126)   

Income recognized from death benefit on bank-owned life insurance

  (276   —      

Net decrease in other assets

  365      281    

Net (decrease) increase in accrued expenses and other liabilities

  (365   45    

 

 

Net cash provided by operating activities

  776      3,577    

 

 

Cash flows from investing activities:

Proceeds from maturities of securities available-for-sale

  7,760      10,119    

Purchase of securities available-for-sale

  (1,596   (15,217)   

Decrease in loans, net

  6,227      5,717   

Net purchases of premises and equipment

  (230   —      

Proceeds from bank-owned life insurance death benefit

  662      —      

Decrease in FHLB stock

  191      235    

Proceeds from sale of other real estate owned

  30      762    

 

 

Net cash provided by investing activities

  13,044      1,616    

 

 

Cash flows from financing activities:

Net increase (decrease) in noninterest-bearing deposits

  11,416      (113)   

Net (decrease) increase in interest-bearing deposits

  (6,470   18,357    

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

  (332   (97)   

Repayments or retirement of long-term debt

  (5,362   —      

Dividends paid

  (802   (782)   

 

 

Net cash (used in) provided by financing activities

  (1,550   17,365    

 

 

Net change in cash and cash equivalents

  12,270      22,558    

Cash and cash equivalents at beginning of period

  83,503      54,222    

 

 

Cash and cash equivalents at end of period

$ 95,773    $ 76,780    

 

 

 

 

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest

$ 1,360    $ 1,418    

Income taxes

  391      156    

Supplemental disclosure of non-cash transactions:

Real estate acquired through foreclosure

  —        115    

 

 

See accompanying notes to consolidated financial statements

 

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AUBURN NATIONAL BANCORPORATION, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

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

Basis of Presentation and Use of Estimates

The unaudited consolidated financial statements in this report have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited consolidated financial statements include, in the opinion of management, all adjustments necessary to present a fair statement of the financial position and the results of operations for all periods presented. All such adjustments are of a normal recurring nature. The results of operations in the interim statements are not necessarily indicative of the results of operations that the Company and its subsidiaries may achieve for future interim periods or the entire year. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Auburn National Bancorporation Capital Trust I is an affiliate of the Company and was included in these unaudited consolidated financial statements pursuant to the equity method of accounting. Significant intercompany transactions and accounts are eliminated in consolidation.

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

Reclassifications

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

Subsequent Events

The Company has evaluated the effects of events and transactions through the date of this filing that have occurred subsequent to March 31, 2015. The Company does not believe there were any material subsequent events during this period that would have required further recognition or disclosure in the unaudited consolidated financial statements included in this report.

Accounting Developments

In the first quarter of 2015, the Company adopted new guidance related to the following Accounting Standards Updates (“Updates” or “ASUs”):

 

    ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects;

 

    ASU 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure;

 

    ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity;

 

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    ASU 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures; and

 

    ASU 2014-14, Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure.

Information about these pronouncements is described in more detail below.

ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects, amends the criteria a company must meet to elect to account for investments in qualified affordable housing projects using a method other than the cost or equity methods. If the criteria are met, a company is permitted to amortize the initial investment cost in proportion to and over the same period as the total tax benefits the company expects to receive. The amortization of the initial investment cost and tax benefits are to be recorded in the income tax expense line. The Update also requires new disclosures about all investments in qualified affordable housing projects regardless of the accounting method used. These changes were effective for the Company in the first quarter of 2015. Adoption of this ASU did not have a material impact on the consolidated financial statements of the Company.

ASU 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure, clarifies the timing of when a creditor is considered to have taken physical possession of residential real estate collateral for a consumer mortgage loan, resulting in the reclassification of the loan receivable to real estate owned. A creditor has taken physical possession of the property when either (1) the creditor obtains legal title through foreclosure, or (2) the borrower transfers all interests in the property to the creditor via a deed in lieu of foreclosure or a similar legal agreement. The Update also requires disclosure of the amount of foreclosed residential real estate property held by the creditor and the recorded investment in residential real estate mortgage loans that are in the process of foreclosure. These changes were effective for the Company in the first quarter of 2015. Adoption of this ASU did not have a material impact on the consolidated financial statements of the Company.

ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, changes the definition and reporting requirements for discontinued operations. Under the new guidance, an entity’s disposal of a component or group of components must be reported in discontinued operations if the disposal is a strategic shift that has or will have a significant effect on the entity’s operations and financial results. Major strategic shifts include disposals of a major geographic area or line of business. This guidance also requires new disclosures on discontinued operations. These changes were effective for the Company in the first quarter 2015. Adoption of this ASU did not have a material impact on the consolidated financial statements of the Company.

ASU 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures, changes current accounting and expands secured borrowing accounting for repurchase-to-maturity transactions and repurchase financings. This guidance requires new disclosures for certain repurchase agreements and similar transactions that identify which items are accounted for as secured borrowings and which items are accounted for as sales. These changes were effective for the Company in the first quarter 2015. Adoption of this ASU did not have a material impact on the consolidated financial statements of the Company.

 

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NOTE 2: BASIC AND DILUTED EARNINGS PER SHARE

Basic net earnings per share is computed by dividing net earnings by the weighted average common shares outstanding for the quarters ended March 31, 2015 and 2014, respectively. Diluted net earnings per share reflect the potential dilution that could occur upon exercise of securities or other rights for, or convertible into, shares of the Company’s common stock. At March 31, 2015 and 2014, respectively, the Company had no such securities or rights issued or outstanding, and therefore, no dilutive effect to consider for the diluted earnings per share calculation.

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

 

     Quarter ended March 31,  
(Dollars in thousands, except share and per share data)    2015      2014  

 

 

Basic and diluted:

Net earnings

$ 1,862    $ 1,821   

Weighted average common shares outstanding

  3,643,365      3,643,161   

 

 

Earnings per share

$ 0.51    $ 0.50   

 

 

NOTE 3: VARIABLE INTEREST ENTITIES

Generally, a variable interest entity (“VIE”) is a corporation, partnership, trust, or other legal structure that does not have equity investors with substantive or proportional voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities.

At March 31, 2015, the Company did not have any consolidated VIEs to disclose but did have one nonconsolidated VIE, discussed below.

Trust Preferred Securities

The Company owns the common stock of a subsidiary business trust, Auburn National Bancorporation Capital Trust I, which issued mandatorily redeemable preferred capital securities (“trust preferred securities”) in the aggregate of approximately $7.0 million at the time of issuance. This trust meets the definition of a VIE of which the Company is not the primary beneficiary; the trust’s only assets are junior subordinated debentures issued by the Company, which were acquired by the trust using the proceeds from the issuance of the trust preferred securities and common stock. The junior subordinated debentures of approximately $7.2 million are included in long-term debt and the Company’s equity interest of $0.2 million in the business trust is included in other assets. Interest expense on the junior subordinated debentures is included in interest expense on long-term debt.

The following table summarizes VIEs that are not consolidated by the Company as of March 31, 2015.

 

     Maximum      Liability       
(Dollars in thousands)    Loss Exposure      Recognized      Classification        

 

Type:

Trust preferred issuances

  N/A    $ 7,217    Long-term debt        

 

 

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NOTE 4: SECURITIES

At March 31, 2015 and December 31, 2014, respectively, all securities within the scope of Accounting Standards Codification (“ASC”) 320, Investments – Debt and Equity Securities, were classified as available-for-sale. The fair value and amortized cost for securities available-for-sale by contractual maturity at March 31, 2015 and December 31, 2014, respectively, are presented below.

 

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

 

 

March 31, 2015

Agency obligations (a)

$         —      31,209      15,026      14,626      60,861      687      429    $     60,603     

Agency RMBS (a)

       2,239      13,839      113,915      129,993      1,894      459      128,558     

State and political subdivisions

       502      14,782      56,003      71,287      3,319      54      68,022     

 

 

Total available-for-sale

$         —      33,950      43,647      184,544      262,141      5,900      942    $     257,183     

 

 

December 31, 2014

Agency obligations (a)

$         —      30,947      14,869      14,433      60,249      375      830    $     60,704     

Agency RMBS (a)

       —        14,523      120,520      135,043      1,597      616      134,062     

State and political subdivisions

       502      15,520      56,289      72,311      3,379      34      68,966     

 

 

Total available-for-sale

$      31,449      44,912      191,242      267,603      5,351      1,480    $     263,732     

 

 

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

Securities with aggregate fair values of $127.0 million and $132.2 million at March 31, 2015 and December 31, 2014, respectively, were pledged to secure public deposits, securities sold under agreements to repurchase, Federal Home Loan Bank (“FHLB”) advances, and for other purposes required or permitted by law.

Included in other assets are cost-method investments. The carrying amounts of cost-method investments were $1.4 million and $1.6 million at March 31, 2015 and December 31, 2014, respectively. Cost-method investments primarily include non-marketable equity investments, such as FHLB of Atlanta stock and Federal Reserve Bank (“FRB”) stock.

Gross Unrealized Losses and Fair Value

The fair values and gross unrealized losses on securities at March 31, 2015 and December 31, 2014, respectively, segregated by those securities that have been in an unrealized loss position for less than 12 months and 12 months or longer, are presented below.

 

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

Fair

Value

     Unrealized
Losses
     Fair
Value
     Unrealized
Losses
    

Fair

Value

     Unrealized    
Losses    
 

 

 

March 31, 2015:

Agency obligations

$         —        —        24,527      429      $        24,527      429   

Agency RMBS

  25,838      164      20,287      295      46,125      459   

State and political subdivisions

  3,294      54      —        —        3,294      54   

 

 

Total

$         29,132      218      44,814      724      $        73,946      942   

 

 

December 31, 2014:

Agency obligations

$         —        —        24,126      830      $        24,126      830   

Agency RMBS

  9,078      22      42,744      594      51,822      616   

State and political subdivisions

  4,257      34      —        —        4,257      34   

 

 

Total

$         13,335      56      66,870      1,424      $        80,205      1,480   

 

 

 

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For the securities in the previous table, the Company does not have the intent to sell and has determined it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, which may be maturity. On a quarterly basis, the Company assesses each security for credit impairment. For debt securities, the Company evaluates, where necessary, whether credit impairment exists by comparing the present value of the expected cash flows to the securities’ amortized cost basis. For cost-method investments, the Company evaluates whether an event or change in circumstances has occurred during the reporting period that may have a significant adverse effect on the fair value of the investment.

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

 

    the length of time and the extent to which the fair value has been less than the amortized cost basis;
    adverse conditions specifically related to the security, an industry, or a geographic area (for example, changes in the financial condition of the issuer of the security, or in the case of an asset-backed debt security, in the financial condition of the underlying loan obligors, including changes in technology or the discontinuance of a segment of the business that may affect the future earnings potential of the issuer or underlying loan obligors of the security or changes in the quality of the credit enhancement);
    the historical and implied volatility of the fair value of the security;
    the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future;
    failure of the issuer of the security to make scheduled interest or principal payments;
    any changes to the rating of the security by a rating agency; and
    recoveries or additional declines in fair value subsequent to the balance sheet date.

Agency obligations

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

Agency RMBS

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

Securities of U.S. states and political subdivisions

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

Cost-method investments

At March 31, 2015, cost-method investments with an aggregate cost of $1.4 million were not evaluated for impairment because the Company did not identify any events or changes in circumstances that may have a significant adverse effect on the fair value of these cost-method investments.

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

Other-Than-Temporarily Impaired Securities

Credit-impaired debt securities are debt securities where the Company has written down the amortized cost basis of a security for other-than-temporary impairment and the credit component of the loss is recognized in earnings. At March 31, 2015 and December 31, 2014, the Company had no credit-impaired debt securities and there were no additions or reductions in the credit loss component of credit-impaired debt securities during the quarters ended March 31, 2015 and March 31, 2014, respectively.

 

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Other-Than-Temporary Impairment

The following table presents details of the other-than-temporary impairment related to securities.

 

     Quarter ended March 31,  
(Dollars in thousands)    2015      2014  

 

 

Other-than-temporary impairment charges (included in earnings):

  

Debt securities:

Agency RMBS

$    $ 333     

 

 

Total debt securities

       333     

 

 

Total other-than-temporary impairment charges (included in earnings)

$    $ 333     

 

 

Other-than-temporary impairment on debt securities:

Recorded as part of gross realized losses:

Securities with intent to sell

$    $ 333     

 

 

Total other-than-temporary impairment on debt securities

$    $ 333     

 

 

Realized Gains and Losses

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

 

     Quarter ended March 31,   
  

 

 

 
(Dollars in thousands)    2015      2014  

 

 

Gross realized gains

$ 3    $ 26     

 

 

Realized gains, net

$             3    $         26     

 

 

 

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NOTE 5: LOANS AND ALLOWANCE FOR LOAN LOSSES

 

(In thousands)    March 31,
2015
    December 31,
2014
 

 

 

Commercial and industrial

  $     52,536    $       54,329   

Construction and land development

  37,925      37,298   

Commercial real estate:

Owner occupied

  43,356      52,296   

Other

  139,515      139,710   

 

 

Total commercial real estate

  182,871      192,006   

Residential real estate:

Consumer mortgage

  65,997      66,489   

Investment property

  45,268      41,152   

 

 

Total residential real estate

  111,265      107,641   

Consumer installment

  12,478      12,335   

 

 

Total loans

  397,075      403,609   

Less: unearned income

  (462   (655

 

 

Loans, net of unearned income

  $     396,613      $     402,954   

 

 

Loans secured by real estate were approximately 83.6% of the Company’s total loan portfolio at March 31, 2015. At March 31, 2015, the Company’s geographic loan distribution was concentrated primarily in Lee County, Alabama and surrounding areas.

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

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

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

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

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

 

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

 

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

 

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

 

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

 

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

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

The following is a summary of current, accruing past due and nonaccrual loans by portfolio segment and class as of March 31, 2015 and December 31, 2014.

 

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

    Total    

    Loans    

 

 

    

 

 

 

March 31, 2015:

Commercial and industrial

$     52,401      82      2      52,485      51    $     52,536     

Construction and land development

  36,988      319      —        37,307      618      37,925     

Commercial real estate:

Owner occupied

  42,951      —        —        42,951      405      43,356     

Other

  139,515      —        —        139,515      —        139,515     

 

 

Total commercial real estate

  182,466      —        —        182,466      405      182,871     

Residential real estate:

Consumer mortgage

  64,952      1,018      —        65,970      27      65,997     

Investment property

  44,719      399      —        45,118      150      45,268     

 

 

Total residential real estate

  109,671      1,417      —        111,088      177      111,265     

Consumer installment

  12,453      25      —        12,478      —        12,478     

 

 

Total

$     393,979      1,843      2      395,824      1,251    $     397,075     

 

 

December 31, 2014:

Commercial and industrial

$     54,106      168      —        54,274      55    $     54,329     

Construction and land development

  36,483      210      —        36,693      605      37,298     

Commercial real estate:

Owner occupied

  51,832      201      —        52,033      263      52,296     

Other

  139,710      —        —        139,710      —        139,710     

 

 

Total commercial real estate

  191,542      201      —        191,743      263      192,006     

Residential real estate:

Consumer mortgage

  64,713      1,736      —        66,449      40      66,489     

Investment property

  40,503      495      —        40,998      154      41,152     

 

 

Total residential real estate

  105,216      2,231      —        107,447      194      107,641     

Consumer installment

  12,290      45      —        12,335      —        12,335     

 

 

Total

$     399,637      2,855      —        402,492      1,117    $     403,609     

 

 

 

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Allowance for Loan Losses

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

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

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

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

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

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

The allocation of the allowance for loan losses begins with a process of estimating the probable losses inherent for these types of loans. The estimates for these loans are established by category and based on the Company’s internal system of credit risk ratings and historical loss data. The estimated loan loss allocation rate for the Company’s internal system of credit risk grades is based on its experience with similarly graded loans. For loan segments where the Company believes it does not have sufficient historical loss data, the Company may make adjustments based, in part, on loss rates of peer bank groups. At March 31, 2015 and December 31, 2014, and for the periods then ended, the Company adjusted its historical loss rates for the commercial real estate portfolio segment based, in part, on loss rates of peer bank groups.

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

 

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The Company regularly re-evaluates its practices in determining the allowance for loan losses. During 2014, the Company implemented certain refinements to its allowance for loan losses methodology in order to better capture the effects of the most recent economic cycle on the Company’s loan loss experience. Beginning with the quarter ended June 30, 2014, the Company calculated average losses for all loan segments using a rolling 20 quarter historical period and continues to use this methodology.

Prior to June 30, 2014, the Company calculated average losses for all loan segments using a rolling 8 quarter historical period (except for the commercial real estate loan segment, which used a 6 quarter historical period). If the Company continued to calculate average losses for all loan segments other than commercial real estate using a rolling 8 quarter historical period and for the commercial real estate segment using a rolling 6 quarter historical period, the Company’s calculated allowance for loan loss allocation would have decreased by approximately $1.0 million at June 30, 2014. Other than the changes discussed above, the Company has not made any material changes to its calculation of historical loss periods that would impact the calculation of the allowance for loan losses or provision for loan losses for the periods included in the accompanying consolidated balance sheets and statements of earnings.

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

 

     March 31, 2015  
(In thousands)    Commercial and
industrial
    Construction
and land
development
    Commercial
real estate
    Residential
real estate
    Consumer
installment
    Total        

 

 

Quarter ended:

Beginning balance

$     639      974      1,928      1,119      176    $     4,836    

Charge-offs

  (58   —        —        (60   (17   (135)   

Recoveries

  1      5      —        14      1      21    

 

 

Net (charge-offs) recoveries

  (57   5      —        (46   (16   (114)   

Provision for loan losses

  62      (149   (40   80      47      —      

 

 

Ending balance

$     644      830      1,888      1,153      207    $     4,722    

 

 

 

     March 31, 2014  
(In thousands)    Commercial and
industrial
     Construction
and land
development
    Commercial
real estate
    Residential
real estate
    Consumer
installment
    Total        

 

 

Quarter ended:

Beginning balance

$     386      366      3,186      1,114      216      5,268    

Charge-offs

  —        (236   —        (31   (36 $ (303)   

Recoveries

  4      2      118      16      6    $ 146    

 

 

Net recoveries (charge-offs)

  4      (234   118      (15   (30   (157)   

Provision for loan losses

  92      82      (811   157      80    $ (400)   

 

 

Ending balance

$     482      214      2,493      1,256      266    $     4,711    

 

 

 

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Table of Contents

The following table presents an analysis of the allowance for loan losses and recorded investment in loans by portfolio segment and impairment methodology as of March 31, 2015 and 2014.

 

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

 

 

March 31, 2015:

  

Commercial and industrial

$     644      52,475      —        61      644      52,536     

Construction and land development

  830      37,307      —        618      830      37,925     

Commercial real estate

  1,704      181,192      184      1,679      1,888      182,871     

Residential real estate

  1,153      110,356      —        909      1,153      111,265     

Consumer installment

  207      12,478      —        —        207      12,478     

 

 

Total

$     4,538      393,808      184      3,267      4,722      397,075     

 

 

March 31, 2014:

Commercial and industrial

$     482      54,520      —        112      482      54,632     

Construction and land development

  214      29,904      —        1,371      214      31,275     

Commercial real estate

  2,314      176,548      179      2,173      2,493      178,721     

Residential real estate

  1,256      100,529      —        904      1,256      101,433     

Consumer installment

  266      11,766      —        —        266      11,766     

 

 

Total

$     4,532      373,267      179      4,560      4,711      377,827     

 

 

 

(1) Represents loans collectively evaluated for impairment in accordance with ASC 450-20, Loss Contingencies (formerly FAS 5), and pursuant to amendments by ASU 2010-20 regarding allowance for unimpaired loans.
(2) Represents loans individually evaluated for impairment in accordance with ASC 310-30, Receivables (formerly FAS 114), and pursuant to amendments by ASU 2010-20 regarding allowance for impaired loans.

 

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Table of Contents

Credit Quality Indicators

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

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

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

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

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

 

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

March 31, 2015:

              

Commercial and industrial

   $ 47,816         4,284         385         51       $ 52,536    

Construction and land development

     36,505         34         768         618         37,925    

Commercial real estate:

              

Owner occupied

     41,017         1,709         225         405         43,356    

Other

     136,637         2,223         655         —           139,515    

 

 

Total commercial real estate

  177,654      3,932      880      405      182,871    

Residential real estate:

Consumer mortgage

  59,567      1,964      4,439      27      65,997    

Investment property

  43,342      533      1,243      150      45,268    

 

 

Total residential real estate

  102,909      2,497      5,682      177      111,265    

Consumer installment

  12,293      73      112      —        12,478    

 

 

Total

$     377,177      10,820      7,827      1,251    $ 397,075    

 

 

December 31, 2014:

Commercial and industrial

$ 49,550      4,348      376      55    $ 54,329    

Construction and land development

  35,911      226      556      605      37,298    

Commercial real estate:

Owner occupied

  49,900      1,905      228      263      52,296    

Other

  136,801      2,253      656      —        139,710    

 

 

Total commercial real estate

  186,701      4,158      884      263      192,006    

Residential real estate:

Consumer mortgage

  59,646      1,912      4,891      40      66,489    

Investment property

  39,348      624      1,026      154      41,152    

 

 

Total residential real estate

  98,994      2,536      5,917      194      107,641    

Consumer installment

  12,200      21      114      —        12,335    

 

 

Total

$     383,356      11,289      7,847      1,117    $     403,609    

 

 

 

 

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Table of Contents

Impaired loans

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

 

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

 

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

The following tables set forth certain information regarding the Company’s impaired loans that were individually evaluated for impairment at March 31, 2015 and December 31, 2014.

 

     March 31, 2015
(In thousands)    Unpaid principal
balance (1)
     Charge-offs and
payments applied
(2)
    Recorded
investment (3)
        

Related allowance

With no allowance recorded:

Commercial and industrial

   $ 61         —          61         

Construction and land development

     2,609         (1,991     618         

Commercial real estate:

            

Owner occupied

     321         (70     251         

 

      

Total commercial real estate

  321      (70   251    

Residential real estate:

Consumer mortgages

  928      (169   759    

Investment property

  179      (29   150    

 

      

Total residential real estate

  1,107      (198   909    

 

      

Total

$     4,098      (2,259   1,839    

 

      

With allowance recorded:

Commercial real estate:

Owner occupied

  836      —        836    92 

Other

  592      —        592    92 

 

      

 

Total commercial real estate

  1,428      —        1,428    184 

 

      

 

Total

$ 1,428      —        1,428    $     184 

 

      

 

Total impaired loans

$ 5,526      (2,259   3,267    $     184 

 

      

 

 

(1) Unpaid principal balance represents the contractual obligation due from the customer.
(2) Charge-offs and payments applied represents cumulative charge-offs taken, as well as interest payments that have been applied against the outstanding principal   balance subsequent to the loans being placed on nonaccrual status.
(3) Recorded investment represents the unpaid principal balance less charge-offs and payments applied; it is shown before any related allowance for loan losses.

 

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Table of Contents
     December 31, 2014
(In thousands)    Unpaid principal
balance (1)
     Charge-offs and
payments applied
(2)
    Recorded
investment (3)
           

Related allowance

With no allowance recorded:

Commercial and industrial

   $ 70         —          70          

Construction and land development

     2,822         (2,217     605          

Commercial real estate:

             

Owner occupied

     331         (68     263          

 

       

Total commercial real estate

  331      (68   263    

Residential real estate:

Consumer mortgages

  934      (192   742    

Investment property

  180      (26   154    

 

       

Total residential real estate

  1,114      (218   896    

 

       

Total

$     4,337      (2,503   1,834    

 

       

With allowance recorded:

Commercial real estate:

Owner occupied

  846      —        846    102 

Other

  591      —        591    92 

 

       

 

Total commercial real estate

  1,437      —        1,437    194 

 

       

 

Total

$     1,437      —        1,437    $          194 

 

       

 

Total impaired loans

$     5,774      (2,503   3,271    $          194 

 

       

 

 

(1) Unpaid principal balance represents the contractual obligation due from the customer.
(2) Charge-offs and payments applied represents cumulative charge-offs taken, as well as interest payments that have been applied against the outstanding principal   balance subsequent to the loans being placed on nonaccrual status.
(3) Recorded investment represents the unpaid principal balance less charge-offs and payments applied; it is shown before any related allowance for loan losses.

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

 

     Quarter ended March 31, 2015      Quarter ended March 31, 2014  
(In thousands)    Average
recorded
investment
     Total interest
income
recognized
     Average
recorded
investment
     Total interest
income
recognized
 

Impaired loans:

           

Commercial and industrial

   $ 67       $ 1       $ 116       $   

Construction and land development

     616         —           1,508         —      

Commercial real estate:

           

Owner occupied

     1,099         12         1,648         12    

Other

     591         10         1,026           

 

 

Total commercial real estate

  1,690      22      2,674      21    

Residential real estate:

Consumer mortgages

  751      15      742      —      

Investment property

  153      —        170      —      

 

 

Total residential real estate

  904      15      912      —      

 

 

Total

$     3,277    $     38    $     5,210    $     23    

 

 

 

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Troubled Debt Restructurings

Impaired loans also include troubled debt restructurings (“TDRs”). In the normal course of business, management may grant concessions to borrowers that are experiencing financial difficulty. A concession may include, but is not limited to, delays in required payments of principal and interest for a specified period, reduction of the stated interest rate of the loan, reduction of accrued interest, extension of the maturity date, or reduction of the face amount or maturity amount of the debt. A concession has been granted when, as a result of the restructuring, the Bank does not expect to collect all amounts due, including interest at the original stated rate. A concession may have also been granted if the debtor is not able to access funds elsewhere at a market rate for debt with similar risk characteristics as the restructured debt. In making the determination of whether a loan modification is a TDR, the Company considers the individual facts and circumstances surrounding each modification. As part of the credit approval process, the restructured loans are evaluated for adequate collateral protection in determining the appropriate accrual status at the time of restructure.

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

The following is a summary of accruing and nonaccrual TDRs, which are included in the impaired loan totals, and the related allowance for loan losses, by portfolio segment and class as of March 31, 2015 and December 31, 2014.

 

     TDRs
(In thousands)    Accruing      Nonaccrual      Total           Related
        Allowance

 

       

 

March 31, 2015

Commercial and industrial

$ 61      —        61    $ —   

Construction and land development

  —        618      618    —   

Commercial real estate:

Owner occupied

  836      251      1,087    92 

Other

  592      —        592    92 

 

       

 

Total commercial real estate

  1,428      251      1,679    184 

Residential real estate:

Consumer mortgages

  759      —        759    —   

Investment property

  —        150      150    —   

 

       

 

Total residential real estate

  759      150      909    —   

 

       

 

Total

$     2,248      1,019      3,267    $     184

 

       

 

December 31, 2014

Commercial and industrial

$ 70      —        70    $ —   

Construction and land development

  —        605      605    —   

Commercial real estate:

Owner occupied

  846      263      1,109    102 

Other

  591      —        591    92 

 

       

 

Total commercial real estate

  1,437      263      1,700    194 

Residential real estate:

Consumer mortgages

  742      —        742    —   

Investment property

  —        154      154    —   

 

       

 

Total residential real estate

  742      154      896    —   

 

       

 

Total

$     2,249      1,022      3,271    $     194 

 

       

 

At March 31, 2015, there were no significant outstanding commitments to advance additional funds to customers whose loans had been restructured.

 

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Table of Contents

The following table summarizes loans modified in a TDR during the respective periods both before and after their modification.

 

     March 31, 2015      March 31, 2014  
(Dollars in thousands)    Number
of
contracts
     Pre-
modification
outstanding
recorded
investment
     Post -
modification
outstanding
recorded
investment
     Number
of
contracts
     Pre-
modification
outstanding
recorded
investment
     Post -
modification
outstanding
recorded
investment
 

TDRs:

  

           

Construction and land development

     1       $ 116         113         —         $ —           —      

Commercial real estate:

                 

Other

     1         592         592         —           —           —      

 

 

Total commercial real estate

  1      592      592      —        —        —      

Residential real estate:

 

 

Total

  2    $     708      705      —      $      —        —      

 

 

The majority of the loans modified in a TDR during the quarters ended March 31, 2015 and 2014, respectively, included permitting delays in required payments of principal and/or interest or where the only concession granted by the Company was that the interest rate at renewal was considered to be less than a market rate.

The following table summarizes the recorded investment in loans modified in a TDR within the previous 12 months for which there was a payment default (defined as 90 days or more past due) during the respective periods.

 

     Quarter ended March 31, 2015              Quarter ended March 31, 2014          
(Dollars in thousands)    Number of
Contracts
     Recorded            
investment(1)             
     Number of
Contracts
     Recorded            
investment(1)             
 

TDRs:

           

Commercial real estate:

           

Owner occupied

     1       $ 261                     —         $ —                 

 

 

Total commercial real estate

  1      261                  —        —                 

Residential real estate:

Investment property

  1      150                  —        —                 

 

 

Total residential real estate

  1      150                  —        —                 

 

 

Total

  2    $ 411                      —      $      —                 

 

 
(1) Amount as of applicable month end during the respective period for which there was a payment default.

NOTE 6: MORTGAGE SERVICING RIGHTS, NET

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

The Company has recorded MSRs related to loans sold without recourse to Fannie Mae. The Company generally sells conforming, fixed-rate, closed-end, residential mortgages to Fannie Mae. MSRs are included in other assets on the accompanying consolidated balance sheets.

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

 

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The change in amortized MSRs and the related valuation allowance for the quarters ended March 31, 2015 and 2014 are presented below.

 

     Quarter ended March 31,  
(Dollars in thousands)    2015      2014  

MSRs, net:

     

Beginning balance

   $ 2,388       $ 2,350    

Additions, net

     111         98    

Amortization expense

     (134)         (80)   

Increase in MSR valuation allowance

     (10)         —      

 

 

Ending balance

$ 2,355    $ 2,368    

 

 

Valuation allowance included in MSRs, net:

Beginning of period

$ 53    $ —      

End of period

  63      —      

 

 

Fair value of amortized MSRs:

Beginning of period

$     3,238    $     3,452    

End of period

  3,066      3,886    

 

 

NOTE 7: DERIVATIVE INSTRUMENTS

Financial derivatives are reported at fair value in other assets or other liabilities on the accompanying Consolidated Balance Sheets. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship. For derivatives not designated as part of a hedging relationship, the gain or loss is recognized in current earnings within other noninterest income on the accompanying consolidated statements of earnings. From time to time, the Company may enter into interest rate swaps (“swaps”) to facilitate customer transactions and meet their financing needs. Upon entering into these swaps, the Company enters into offsetting positions in order to minimize the risk to the Company. These swaps qualify as derivatives, but are not designated as hedging instruments.

Interest rate swap agreements involve the risk of dealing with counterparties and their ability to meet contractual terms. When the fair value of a derivative instrument is positive, this generally indicates that the counterparty or customer owes the Company, and results in credit risk to the Company. When the fair value of a derivative instrument is negative, the Company owes the customer or counterparty and therefore, has no credit risk.

A summary of the Company’s interest rate swap agreements at March 31, 2015 and December 31, 2014 is presented below.

 

            Other
    Assets    
     Other
    Liabilities    
 
(Dollars in thousands)    Notional      Estimated
Fair Value
     Estimated
Fair Value
 

March 31, 2015:

        

Pay fixed / receive variable

   $     4,579         —           613    

Pay variable / receive fixed

     4,579         613         —      

 

 

Total interest rate swap agreements

$     9,158      613      613    

 

 

December 31, 2014:

Pay fixed / receive variable

$     4,667      —        634    

Pay variable / receive fixed

  4,667      634      —      

 

 

Total interest rate swap agreements

$     9,334      634      634    

 

 

 

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Table of Contents

NOTE 8: FAIR VALUE

Fair Value Hierarchy

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

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

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

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

Level changes in fair value measurements

Transfers between levels of the fair value hierarchy are generally recognized at the end of the reporting period. The Company monitors the valuation techniques utilized for each category of financial assets and liabilities to ascertain when transfers between levels have been affected. The nature of the Company’s financial assets and liabilities generally is such that transfers in and out of any level are expected to be infrequent. For the quarter ended March 31, 2015, there were no transfers between levels and no changes in valuation techniques for the Company’s financial assets and liabilities.

Assets and liabilities measured at fair value on a recurring basis

Securities available-for-sale

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

Interest rate swap agreements

The carrying amount of interest rate swap agreements was included in other assets and accrued expenses and other liabilities on the accompanying consolidated balance sheets. The fair value measurements for our interest rate swap agreements were based on information obtained from a third party bank. This information is periodically tested by the Company and validated against other third party valuations. If needed, other third party market participants may be utilized to corroborate the fair value measurements for our interest rate swap agreements. The Company classified these derivative assets and liabilities within Level 2 of the valuation hierarchy. These swaps qualify as derivatives, but are not designated as hedging instruments.

 

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Table of Contents

The following table presents the balances of the assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014, respectively, by caption, on the accompanying consolidated balance sheets by ASC 820 valuation hierarchy (as described above).

 

(Dollars in thousands)    Amount     

Quoted Prices in
Active Markets
for

Identical Assets
(Level 1)

     Significant
Other
Observable
Inputs
(Level 2)
    

Significant
Unobservable
Inputs

(Level 3)

 

March 31, 2015:

           

Securities available-for-sale:

           

Agency obligations

   $ 60,861         —           60,861         —      

Agency RMBS

     129,993         —           129,993         —      

State and political subdivisions

     71,287         —           71,287         —      

 

 

Total securities available-for-sale

  262,141      —        262,141      —      

Other assets (1)

  613      —        613      —      

 

 

Total assets at fair value

$     262,754      —        262,754      —      

 

 

Other liabilities(1)

$ 613      —        613      —      

 

 

Total liabilities at fair value

$ 613      —        613      —      

 

 

December 31, 2014:

Securities available-for-sale:

Agency obligations

$ 60,249      —        60,249      —      

Agency RMBS

  135,043      —        135,043      —      

State and political subdivisions

  72,311      —        72,311      —      

 

 

Total securities available-for-sale

  267,603      —        267,603      —      

Other assets (1)

  634      —        634      —      

 

 

Total assets at fair value

$     268,237      —        268,237      —      

 

 

Other liabilities(1)

$ 634      —        634      —      

 

 

Total liabilities at fair value

$ 634      —        634      —      

 

 
(1)  Represents the fair value of interest rate swap agreements.

Assets and liabilities measured at fair value on a nonrecurring basis

Loans held for sale

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

Impaired Loans

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

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

 

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Table of Contents

Other real estate owned

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

Mortgage servicing rights, net

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

The following table presents the balances of the assets and liabilities measured at fair value on a nonrecurring basis as of March 31, 2015 and December 31, 2014, respectively, by caption, on the accompanying consolidated balance sheets and by FASB ASC 820 valuation hierarchy (as described above):

 

(Dollars in thousands)    Carrying
Amount
    

Quoted Prices in
Active Markets
for

Identical Assets
(Level 1)

     Other
Observable
Inputs
(Level 2)
    

Significant
Unobservable
Inputs

(Level 3)

 

March 31, 2015:

           

Loans held for sale

   $ 3,549         —           3,549         —      

Loans, net(1)

     3,083         —           —           3,083    

Other real estate owned

     499         —           —           499    

Other assets (2)

     2,355         —           —           2,355    

 

 

Total assets at fair value

$     9,486      —        3,549      5,937    

 

 

December 31, 2014:

Loans held for sale

$     1,974      —        1,974      —     

Loans, net(1)

  3,077      —        —        3,077    

Other real estate owned

  534      —        —        534    

Other assets (2)

  2,388      —        —        2,388    

 

 

Total assets at fair value

$         7,973      —        1,974      5,999    

 

 

 

(1)  Loans considered impaired under ASC 310-10-35, Receivables. This amount reflects the recorded investment in impaired loans, net of any related allowance for loan losses.
(2)  Represents MSRs, net, carried at lower of cost or estimated fair value.

 

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Table of Contents

Quantitative Disclosures for Level 3 Fair Value Measurements

At March 31, 2015, the Company had no Level 3 assets measured at fair value on a recurring basis. For Level 3 assets measured at fair value on a non-recurring basis at March 31, 2015, the significant unobservable inputs used in the fair value measurements are presented below.

 

(Dollars in thousands)

     Carrying  
  Amount  
    

Valuation Technique

  

Significant Unobservable Input

     Weighted  
  Average  
  of Input  
 

Nonrecurring:

           

Impaired loans

   $ 3,083       Appraisal    Appraisal discounts (%)      16.9%     

Other real estate owned

     499       Appraisal    Appraisal discounts (%)      26.7%     

Mortgage servicing rights, net

     2,355       Discounted cash flow    Prepayment speed or CPR (%)      10.5%     
         Discount rate (%)      10.0%     

 

 

Fair Value of Financial Instruments

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

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

Loans, net

Fair values for loans were calculated using discounted cash flows. The discount rates reflected current rates at which similar loans would be made for the same remaining maturities. This method of estimating fair value does not incorporate the exit-price concept of fair value prescribed by ASC 820 and generally produces a higher value than an exit-price approach. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments.

Loans held for sale

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

Time Deposits

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

Long-term debt

The fair value of the Company’s fixed rate long-term debt is estimated using discounted cash flows based on estimated current market rates for similar types of borrowing arrangements. The carrying amount of the Company’s variable rate long-term debt approximates its fair value.

 

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Table of Contents

The carrying value, related estimated fair value, and placement in the fair value hierarchy of the Company’s financial instruments at March 31, 2015 and December 31, 2014 are presented below. This table excludes financial instruments for which the carrying amount approximates fair value. Financial assets for which fair value approximates carrying value included cash and cash equivalents. Financial liabilities for which fair value approximates carrying value included noninterest-bearing demand, interest-bearing demand, and savings deposits due to these products having no stated maturity. In addition, financial liabilities for which fair value approximates carrying value included overnight borrowings such as federal funds purchased and securities sold under agreements to repurchase.

 

                   Fair Value Hierarchy  
(Dollars in thousands)   

Carrying

 

amount

    

Estimated

 

fair value

    

Level 1

 

inputs

    

Level 2

 

inputs

    

Level 3

 

Inputs

 

 

 

March 31, 2015:

Financial Assets:

Loans, net (1)

$ 391,891    $ 401,679    $ —      $    $ 401,679      

Loans held for sale

  3,549      3,647      —        3,647      —      

Financial Liabilities:

Time Deposits

$         238,670    $ 241,216    $ —      $ 241,216    $ —      

Long-term debt

  7,217      7,217      —        7,217      —      

 

 

December 31, 2014:

Financial Assets:

Loans, net (1)

$ 398,118    $         407,839    $ —      $    $         407,839      

Loans held for sale

  1,974      2,044      —        2,044      —      

Financial Liabilities:

Time Deposits

$ 249,126    $ 251,365    $         —      $         251,365    $ —      

Long-term debt

  12,217      12,558      —        12,558      —      

 

 

(1)  Represents loans, net of unearned income and the allowance for loan losses.

 

 

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Table of Contents

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

The following discussion and analysis is designed to provide a better understanding of various factors related to the results of operations and financial condition of the Auburn National Bancorporation, Inc. (the “Company”) and its wholly owned subsidiary, AuburnBank (the “Bank”). This discussion is intended to supplement and highlight information contained in the accompanying unaudited condensed consolidated financial statements and related notes for the quarters ended March 31, 2015 and 2014, as well as the information contained in our Annual Report on Form 10-K for the year ended December 31, 2014.

Special Notice Regarding Forward-Looking Statements

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

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

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

 

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

 

    governmental monetary and fiscal policies;

 

    legislative and regulatory changes, including changes in banking, securities, and tax laws, regulations and rules and their application by our regulators, including capital and liquidity requirements, and changes in the scope and cost of FDIC insurance;

 

    changes in accounting policies, rules, and practices;

 

    the risks of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and interest sensitive assets and liabilities, and the risks and uncertainty of the amounts realizable and the timing of dispositions of assets by the FDIC where we may have a participation or other interest;

 

    changes in borrower credit risks and payment behaviors;

 

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

 

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

 

    the effects of competition from a wide variety of local, regional, national, and other providers of financial, investment, and insurance services;

 

 

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    the failure of assumptions and estimates underlying the establishment of allowances for possible loan and other asset impairments, losses and other estimates;

 

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

 

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

 

    the failure of assumptions and estimates, as well as differences in, and changes to, economic, market, and credit conditions, including changes in borrowers’ credit risks and payment behaviors from those used in our loan portfolio stress tests and other evaluations;

 

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

 

    the other factors and information in this report and other filings that we make with the SEC under the Exchange Act, including our Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent quarterly and current reports. See Part II, Item 1A, “RISK FACTORS”.

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

Business

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

 

Summary of Results of Operations  
     Quarter ended March 31,  
(Dollars in thousands, except per share data)    2015      2014  

 

 

Net interest income (a)

$ 5,858    $ 5,594   

Less: tax-equivalent adjustment

  335      324   

 

 

Net interest income (GAAP)

  5,523      5,270   

Noninterest income

  1,321      756   

 

 

Total revenue

  6,844      6,026   

Provision for loan losses

  —       (400

Noninterest expense

  4,314      3,948   

Income tax expense

  668      657   

 

 

Net earnings

$ 1,862    $ 1,821   

 

 

Basic and diluted earnings per share

$ 0.51    $ 0.50   

 

 

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

Financial Summary

The Company’s net earnings were $1.9 million for the first quarter of 2015, compared to $1.8 million for the first quarter of 2014. Basic and diluted earnings per share were $0.51 per share for the first quarter of 2015, compared to $0.50 per share for the first quarter of 2014.

 

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Net interest income (tax-equivalent) was $5.9 million for the first quarter of 2015, an increase of 5% compared to the first quarter of 2014. This increase reflects management’s efforts to increase earnings by shifting the Company’s asset mix through loan growth, focusing on deposit pricing, and repaying higher-cost wholesale funding. Average loans were $400.2 million in the first quarter of 2015, an increase of $22.8 million or 6%, from the first quarter of 2014. Average deposits were $705.7 million in the first quarter of 2015, an increase of $27.4 million or 4%, from the first quarter of 2014.

The Company recorded no provision for loan losses for the first quarter of 2015, compared to a negative provision of $0.4 million for the first quarter of 2014. Provision expense reflects the absolute level of loans, loan growth, the credit quality of the loan portfolio, and the amount of net charge-offs.

Noninterest income was $1.3 million for the first quarter of 2015, compared to $0.8 million in the first quarter of 2014. The increase was primarily due to an increase in income from bank-owned life insurance of $0.3 million related to death benefits recognized in the first quarter of 2015 and an increase in net securities gains (losses) of $0.3 million due to other-than-temporary impairment charges recognized in the first quarter of 2014 related to available-for-sale, agency residential mortgage-backed securities the Company intended to sell at March 31, 2014 and subsequently sold in early April 2014.

Noninterest expense was $4.3 million in the first quarter of 2015, compared to $3.9 million in the first quarter of 2014. The increase was primarily due to an increase in prepayment penalties on long-term debt. The Company incurred prepayment penalties of $0.4 million during the first quarter of 2015 when the company repaid $5.0 million of long-term debt with a weighted average interest rate of 3.59%, compared to none during the first quarter of 2014.

Income tax expense was $0.7 million for the first quarter of 2015 and 2014. The Company’s income tax expense for the first quarter of 2015 reflects an effective income tax rate of 26.40%, compared to 26.51% for the first quarter of 2014. The Company’s effective income tax rate is principally impacted by tax-exempt earnings from the Company’s investments in municipal securities and bank-owned life insurance.

In the first quarter of 2015, the Company paid cash dividends of $0.8 million, or $0.22 per share. The Company’s balance sheet remains “well capitalized” under current regulatory guidelines with a total risk-based capital ratio of 17.84% and a Tier 1 leverage ratio of 10.13% at March 31, 2015.

CRITICAL ACCOUNTING POLICIES

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

Allowance for Loan Losses

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

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

 

 

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

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

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

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

The allocation of the allowance for loan losses begins with a process of estimating the probable losses inherent for these types of loans. The estimates for these loans are established by category and based on the Company’s internal system of credit risk ratings and historical loss data. The estimated loan loss allocation rate for the Company’s internal system of credit risk grades is based on its experience with similarly graded loans. For loan segments where the Company believes it does not have sufficient historical loss data, the Company may make adjustments based, in part, on loss rates of peer bank groups. At March 31, 2015 and December 31, 2014, and for the periods then ended, the Company adjusted its historical loss rates for the commercial real estate portfolio segment based, in part, on loss rates of peer bank groups.

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

The Company regularly re-evaluates its practices in determining the allowance for loan losses. During 2014, the Company implemented certain refinements to its allowance for loan losses methodology in order to better capture the effects of the most recent economic cycle on the Company’s loan loss experience. Beginning with the quarter ended June 30, 2014, the Company calculated average losses for all loan segments using a rolling 20 quarter historical period and continues to use this methodology.

Prior to June 30, 2014, the Company calculated average losses for all loan segments using a rolling 8 quarter historical period (except for the commercial real estate loan segment, which used a 6 quarter historical period). If the Company continued to calculate average losses for all loan segments other than commercial real estate using a rolling 8 quarter historical period and for the commercial real estate segment using a rolling 6 quarter historical period, the Company’s calculated allowance for loan loss allocation would have decreased by approximately $1.0 million at June 30, 2014. Other than the changes discussed above, the Company has not made any material changes to its calculation of historical loss periods that would impact the calculation of the allowance for loan losses or provision for loan losses for the periods included in the accompanying consolidated balance sheets and statements of earnings.

Assessment for Other-Than-Temporary Impairment of Securities

On a quarterly basis, management makes an assessment to determine whether there have been events or economic circumstances to indicate that a security on which there is an unrealized loss is other-than-temporarily impaired. For equity securities with an unrealized loss, the Company considers many factors including the severity and duration of the impairment; the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value; and recent events specific to the issuer or industry. Equity securities for which there is an unrealized loss that is deemed to be other-than-temporary are written down to fair value with the write-down recorded as a realized loss in securities gains (losses).

 

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

Fair Value Determination

U.S. GAAP requires management to value and disclose certain of the Company’s assets and liabilities at fair value, including investments classified as available-for-sale and derivatives. ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value measurements. For more information regarding fair value measurements and disclosures, please refer to Note 8, Fair Value, of the consolidated financial statements that accompany this report.

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

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

Other Real Estate Owned

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

Deferred Tax Asset Valuation

A valuation allowance is recognized for a deferred tax asset if, based on the weight of available evidence, it is more-likely-than-not that some portion or the entire deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of taxable income over the last three years and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that we will realize the benefits of these deductible differences at March 31, 2015. The amount of the deferred tax assets considered realizable, however, could be reduced if estimates of future taxable income are reduced.

 

 

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RESULTS OF OPERATIONS

Average Balance Sheet and Interest Rates

     Quarter ended March 31,  
     2015      2014  
     Average      Yield/      Average      Yield/  
(Dollars in thousands)    Balance      Rate      Balance      Rate  

 

  

 

 

    

 

 

 

Loans and loans held for sale

  $     403,109      5.04%      $     378,780      5.13%   

Securities - taxable

  196,234      2.15%      206,630      2.31%   

Securities - tax-exempt

  68,034      5.88%      61,383      6.28%   

 

  

 

 

    

 

 

 

Total securities

  264,268      3.11%      268,013      3.22%   

Federal funds sold

  74,514      0.19%      55,120      0.18%   

Interest bearing bank deposits

  13,408      0.12%      7,700      0.90%   

 

  

 

 

    

 

 

 

Total interest-earning assets

  755,299      3.80%      709,613      3.98%   

 

  

 

 

    

 

 

 

Deposits:

NOW

  114,675      0.30%      106,331      0.32%   

Savings and money market

  211,797      0.43%      189,601      0.51%   

Certificates of deposits less than $100,000

  95,460      1.08%      104,646      1.21%   

Certificates of deposits and other time
deposits of $100,000 or more

  147,750      1.47%      157,431      1.60%   

 

  

 

 

    

 

 

 

Total interest-bearing deposits

  569,682      0.78%      558,009      0.91%   

Short-term borrowings

  4,661      0.52%      3,478      0.47%   

Long-term debt

  11,550      3.69%      12,217      3.45%   

 

  

 

 

    

 

 

 

Total interest-bearing liabilities

  585,893      0.84%      573,704      0.96%   

 

  

 

 

    

 

 

 

Net interest income and margin (tax-equivalent)

  $ 5,858      3.15%      $ 5,594      3.20%   

 

  

 

 

    

 

 

 

Net Interest Income and Margin

Net interest income (tax-equivalent) was $5.9 million for the first quarter of 2015, compared to $5.6 million for the first quarter of 2014. This increase reflects management’s efforts to increase earnings by shifting the Company’s asset mix through loan growth, focusing on deposit pricing, and repaying higher-cost wholesale funding.

The tax-equivalent yield on total interest-earning assets decreased by 18 basis points in the first quarter of 2015 from the first quarter of 2014 to 3.80%. This decrease was primarily due to declining yields on securities and increased pricing competition for quality loan opportunities in our markets, which has limited the Company’s ability to increase yields on new and renewed loans.

The cost of total interest-bearing liabilities decreased 12 basis points in the first quarter of 2015 from the first quarter of 2014 to 0.84%. The net decrease was largely a result of the continued shift in our funding mix, as we increased our lower-cost interest bearing demand deposits (NOW accounts), and savings and money market accounts and concurrently reduced balances of higher-cost certificates of deposits and long-term debt.

The Company continues to deploy various asset liability management strategies to manage its risk to interest rate fluctuations. The Company’s net interest margin could experience pressure due to lower reinvestment yields in the securities portfolio given the current interest rate environment, increased competition for quality loan opportunities, and fewer opportunities to reduce our cost of funds due to the low level of deposit rates currently.

Provision for Loan Losses

The provision for loan losses represents a charge to earnings necessary to provide an allowance for loan losses that management believes, based on its processes and estimates, should be adequate to provide for the probable losses on outstanding loans. The Company recorded no provision for loan losses for the first quarter of 2015, compared to a negative provision of $0.4 million for the first quarter of 2014. Provision expense reflects the absolute level of loans, loan growth, the credit quality of the loan portfolio, and the amount of net charge-offs.

 

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Based upon its assessment of the loan portfolio, management adjusts the allowance for loan losses to an amount it believes should be appropriate to adequately cover its estimate of probable losses in the loan portfolio. The Company’s allowance for loan losses as a percentage of total loans was 1.19% at March 31, 2015, compared to 1.20% at December 31, 2014. While the policies and procedures used to estimate the allowance for loan losses, as well as the resulting provision for loan losses charged to operations, are considered adequate by management and are reviewed from time to time by our regulators, they are based on estimates and judgments and are therefore approximate and imprecise. Factors beyond our control (such as conditions in the local and national economy, local real estate markets, or industry conditions) may have a material adverse effect on our asset quality and the adequacy of our allowance for loan losses resulting in significant increases in the provision for loan losses.

Noninterest Income

 

     Quarter ended March 31,  
(Dollars in thousands)    2015      2014  

 

 

Service charges on deposit accounts

$         206    $         213    

Mortgage lending income

  334      386    

Bank-owned life insurance

  401      126    

Securities gains (losses), net

  3      (307)   

Other

  377      338    

 

 

Total noninterest income

$         1,321    $         756    

 

 

Service charges on deposit accounts decreased primarily due to a decline in insufficient funds charges, reflecting changes in customer behavior and spending patterns.

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

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

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

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

 

     Quarter ended March 31,  
(Dollars in thousands)    2015     2014  

 

 

Origination income, net

$ 258    $ 240    

Servicing fees, net

  86      146    

Increase in MSR valuation allowance

  (10   —      

 

 

Total mortgage lending income

$ 334    $ 386    

 

 

The decrease in mortgage lending income was primarily due to a decrease in servicing fees, net of related amortization expense. Although servicing fees were largely unchanged, amortization expense increased due to faster prepayment speeds.

Income from bank-owned life insurance increased primarily due to non-taxable death benefits received in the first quarter of 2015. The assets that support these policies are administered by the life insurance carriers and the income we receive (i.e. increases or decreases in the cash surrender value of the policies) on these policies is dependent upon the returns the insurance carriers are able to earn on the underlying investments that support these policies. Earnings on these policies are generally not taxable.

 

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Net securities gains (losses) consist of realized gains and losses on the sale of securities and other-than-temporary impairment charges. Gross realized gains were approximately $3,000 and $26,000 respectively, for the first quarter of 2015 and of 2014. The Company recorded an other-than-temporary impairment charge of $333,000 in the first quarter of 2014 related to securities that management intended to sell at March 31, 2014. Subsequent to March 31, 2014, the Company sold available-for-sale agency residential mortgage-backed securities (“RMBS”) with a fair value of $18.9 million and realized the expected loss of approximately $333,000. The Company incurred no other-than-temporary impairment charges in the first quarter of 2015.

Noninterest Expense

     Quarter ended March 31,  
(Dollars in thousands)    2015      2014  

 

 

Salaries and benefits

$ 2,268    $ 2,281    

Net occupancy and equipment

  358      352    

Professional fees

  201      206    

FDIC and other regulatory assessments

  125      145    

Other real estate owned, net

  17      118    

Prepayment penalties on long-term debt

  362      —      

Other

  983      846    

 

 

Total noninterest expense

$ 4,314    $ 3,948    

 

 

The decrease in FDIC and other regulatory assessments expense was primarily due to a decrease in the Bank’s quarterly assessment rate as several variables utilized by the FDIC in calculating our deposit insurance assessments improved.

The decrease in OREO expense, net was primarily due to a decrease in write-downs related to OREO.

During the first quarter of 2015, the Company repaid $5.0 million of long-term debt with a weighted average interest rate of 3.59% and incurred prepayment penalties of $0.4 million.

The increase in other noninterest expense was due to various items, including computer software and marketing and business development expenses.

Income Tax Expense

Income tax expense was $0.7 million for the first quarter of 2015 and 2014. The Company’s income tax expense for the first quarter of 2015 reflects an effective income tax rate of 26.40%, compared to 26.51% for the first quarter of 2014. The Company’s effective income tax rate is principally impacted by tax-exempt earnings from the Company’s investments in municipal securities and bank-owned life insurance.

BALANCE SHEET ANALYSIS

Securities

Securities available-for-sale were $262.1 million at March 31, 2015, a decrease of $5.5 million, or 2%, compared to $267.6 million at December 31, 2014. This decline was primarily due to a decrease of $6.6 million in the amortized cost basis of securities available-for-sale as proceeds from sales, calls, and maturities were not reinvested. This decrease was partially offset by changes in unrealized gains (losses) on securities available-for-sale of $1.1 million, reflecting price gains as long-term interest rates decreased during the first quarter of 2015.

The average tax-equivalent yields earned on total securities were 3.11% in the first quarter of 2015 and 3.22% in the first quarter of 2014.

 

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Loans

 

   
     2015     2014  
     First     Fourth     Third     Second     First  
(In thousands)    Quarter         Quarter             Quarter             Quarter             Quarter      

 

 

Commercial and industrial

$ 52,536      54,329      52,868      52,054      54,632    

Construction and land development

  37,925      37,298      34,189      32,461      31,275    

Commercial real estate

  182,871      192,006      190,077      187,241      178,721    

Residential real estate

  111,265      107,641      106,555      102,921      101,433    

Consumer installment

  12,478      12,335      11,535      11,686      11,766    

 

 

Total loans

  397,075      403,609      395,224      386,363      377,827    

Less: unearned income

  (462   (655   (622   (537   (477)   

 

 

Loans, net of unearned income

$         396,613      402,954      394,602      385,826      377,350    

 

 

Total loans, net of unearned income, were $396.6 million at March 31, 2015, compared to $403.0 million at December 31, 2014. This decrease was primarily due to loan payoffs in the commercial real estate portfolio segment. Four loan categories represented the majority of the loan portfolio at March 31, 2015: commercial real estate (46%), residential real estate (28%), construction and land development (10%) and commercial and industrial (13%). Approximately 24% of the Company’s commercial real estate loans were classified as owner-occupied at March 31, 2015.

Within the residential real estate portfolio segment, the Company had junior lien mortgages of approximately $16.3 million, or 4% of total loans, at March 31, 2015, compared to $16.5 million, or 4% of total loans, at December 31, 2014. For residential real estate mortgage loans with a consumer purpose, approximately $1.8 million and $1.9 million required interest-only payments at March 31, 2015 and December 31, 2014, respectively. The Company’s residential real estate mortgage portfolio does not include any option ARM loans, subprime loans, or any material amount of other high-risk consumer mortgage products.

Purchased loan participations included in the Company’s loan portfolio were approximately $1.5 million at March 31, 2015 and December 31, 2014. All purchased loan participations are underwritten by the Company independent of the selling bank. In addition, all loans, including purchased participations, are evaluated for collectability during the course of the Company’s normal loan review procedures. If the Company deems a participation loan impaired, it applies the same accounting policies and procedures described under “Critical Accounting Policies – Allowance for Loan Losses”.

The average yield earned on loans and loans held for sale was 5.04% in the first quarter of 2015 and 5.13% in the first quarter of 2014.

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

The Company attempts to reduce these economic and credit risks by adhering to loan to value guidelines for collateralized loans, investigating the creditworthiness of borrowers and monitoring borrowers’ financial position. Also, we establish and periodically review our lending policies and procedures. Banking regulations limit a bank’s credit exposure by prohibiting unsecured loan relationships that exceed 10% of its capital accounts; or 20% of capital accounts, if loans in excess of 10% are fully secured. Under these regulations, we are prohibited from having secured loan relationships in excess of approximately $16.9 million. Furthermore, we have an internal limit for aggregate credit exposure (loans outstanding plus unfunded commitments) to a single borrower of $15.2 million. Our loan policy requires that the Loan Committee of the Board of Directors approve any loan relationships that exceed this internal limit. At March 31, 2015, the Bank had no loan relationships exceeding these limits.

 

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We periodically analyze our commercial loan portfolio to determine if a concentration of credit risk exists in any one or more industries. We use classification systems broadly accepted by the financial services industry in order to categorize our commercial borrowers. Loan concentrations to borrowers in the following classes exceeded 25% of the Bank’s total risk-based capital at March 31, 2015 (and related balances at December 31, 2014).

 

     March 31,      December 31,  
(In thousands)    2015      2014  

 

 

Lessors of 1 to 4 family residential properties

$         45,268    $         41,152    

Multi-family residential properties

  35,683      35,961    

Shopping centers

  28,953      30,016    

 

 

Allowance for Loan Losses

The Company maintains the allowance for loan losses at a level that management believes appropriate to adequately cover the Company’s estimate of probable losses inherent in the loan portfolio. At March 31, 2015 and December 31, 2014, the allowance for loan losses was $4.7 million and $4.8 million, respectively, which management believed to be adequate at each of the respective dates. The judgments and estimates associated with the determination of the allowance for loan losses are described under “Critical Accounting Policies.”

A summary of the changes in the allowance for loan losses and certain asset quality ratios for the first quarter of 2015 and the previous four quarters is presented below.

 

     2015     2014  
     First     Fourth     Third     Second     First  
(Dollars in thousands)    Quarter         Quarter             Quarter             Quarter             Quarter      

 

 

Balance at beginning of period

$         4,836      4,754      4,728      4,711      5,268   

Charge-offs:

Commercial and industrial

  (58   —        —        (46   —      

Construction and land development

  —        1      —        —        (236)   

Residential real estate

  (60   (79   (287   (41   (31)   

Consumer installment

  (17   (6   (39   (8   (36)   

 

 

Total charge-offs

  (135   (84   (326   (95   (303)   

Recoveries

  21      16      52      112      146    

 

 

Net (charge-offs) recoveries

  (114   (68   (274   17      (157)   

Provision for loan losses

  —        150      300      —        (400)   

 

 

Ending balance

$         4,722      4,836      4,754      4,728      4,711    

 

 

as a % of loans

  1.19   1.20      1.20      1.23      1.25    

as a % of nonperforming loans

  377   433      281      169      148    

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

  0.11   0.07      0.28      (0.02   0.17    

 

 

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

As described under “Critical Accounting Policies,” management assesses the adequacy of the allowance prior to the end of each calendar quarter. The level of the allowance is based upon management’s evaluation of the loan portfolios, past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan loss rates, and other pertinent factors. This evaluation is inherently subjective as it requires various material estimates and judgments, including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. The ratio of our allowance for loan losses to total loans outstanding was 1.19% at March 31, 2015, compared to 1.20% at December 31, 2014. In the future, the allowance to total loans outstanding ratio will increase or decrease to the extent the factors that influence our quarterly allowance assessment in their entirety either improve or weaken. In addition, our regulators, as an integral part of their examination process, will periodically review the Company’s allowance for loan losses, and may require the Company to make additional provisions to the allowance for losses based on their judgement about information available to them at the time of their examinations.

 

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At March 31, 2015, the ratio of our allowance for loan losses as a percentage of nonperforming loans was 377%, compared to 433% at December 31, 2014.

At March 31, 2015 and December 31, 2014, the Company’s recorded investment in loans considered impaired was $3.3 million, with a corresponding valuation allowance (included in the allowance for loan losses) of $0.2 million.

Nonperforming Assets

At March 31, 2015 and December 31, 2014, respectively, the Company had $1.8 million and $1.7 million in nonperforming assets.

The table below provides information concerning total nonperforming assets and certain asset quality ratios for the first quarter of 2015 and the previous four quarters.

 

     2015     2014  
     First     Fourth      Third      Second      First  
(Dollars in thousands)    Quarter         Quarter              Quarter              Quarter              Quarter      

 

 

Nonperforming assets:

Nonaccrual loans

$         1,251      1,117      1,690      2,804      3,188    

Other real estate owned

  499      534      1,215      1,584      3,111    

 

 

Total nonperforming assets

$         1,750      1,651      2,905      4,388      6,299    

 

 

as a % of loans and other real estate owned

  0.44    0.41      0.73      1.13      1.66    

as a % of total assets

  0.22    0.21      0.37      0.57      0.81    

Nonperforming loans as a % of total loans

  0.32    0.28      0.43      0.73      0.84    

Accruing loans 90 days or more past due

$         2      —        76      71      131    

 

 

The table below provides information concerning the composition of nonaccrual loans for the first quarter of 2015 and the previous four quarters.

 

     2015      2014  
     First      Fourth      Third      Second      First  
(In thousands)    Quarter          Quarter              Quarter              Quarter              Quarter      

 

 

Nonaccrual loans:

Commercial and industrial

$         51      55      56      52      54    

Construction and land development

  618      605      615      963      1,371    

Commercial real estate

  405      263      482      486      710    

Residential real estate

  177      194      533      1,303      1,046    

Consumer installment

  —        —        4      —          

 

 

Total nonaccrual loans

$         1,251      1,117      1,690      2,804      3,188    

 

 

The Company discontinues the accrual of interest income when (1) there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected or (2) the principal or interest is 90 days or more past due, unless the loan is both well-secured and in the process of collection. At March 31, 2015 and December 31, 2014, respectively, the Company had $1.3 million and $1.1 million in loans on nonaccrual.

At March 31, 2015, there were $2,000 in loans 90 days or more past due and still accruing interest compared to none at December 31, 2014.

 

 

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The table below provides information concerning the composition of other real estate owned for the first quarter of 2015 and the previous four quarters.

 

     2015      2014  
     First      Fourth      Third      Second      First  
(In thousands)        Quarter              Quarter              Quarter              Quarter              Quarter      

 

 

Other real estate owned:

Commercial:

Buildings

$ —        —        —        —        1,515   

Developed lots

  252      252      882      1,260      1,260   

Residential

  247      282      333      324      336   

 

 

Total other real estate owned

$ 499      534      1,215      1,584      3,111   

 

 

At March 31, 2015 and December 31, 2014, respectively, the Company held $0.5 million in OREO, which we acquired from borrowers.

Potential Problem Loans

Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of a borrower have caused management to have serious doubts about the borrower’s ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by the Federal Reserve, the Company’s primary regulator, for loans classified as substandard, excluding nonaccrual loans. Potential problem loans, which are not included in nonperforming assets, amounted to $7.8 million, or 2.0% of total loans at both March 31, 2015 and December 31, 2014.

The table below provides information concerning the composition of performing potential problem loans for the first quarter of 2015 and the previous four quarters.

 

     2015      2014  
     First      Fourth      Third      Second      First  
(In thousands)        Quarter              Quarter              Quarter              Quarter              Quarter      

 

 

Potential problem loans:

Commercial and industrial

$ 385      376      429      397      449   

Construction and land development

  768      556      567      575      678   

Commercial real estate

  880      884      887      975      1,211   

Residential real estate

  5,682      5,917      5,898      4,754      5,913   

Consumer installment

  112      114      116      111      106   

 

 

Total potential problem loans

$ 7,827      7,847      7,897      6,812      8,357   

 

 

At March 31, 2015, approximately $1.3 million, or 18.1%, of total potential problem loans were past due at least 30 days, but less than 90 days. At March 31, 2015, the remaining balance of potential problem loans were current or past due less than 30 days.

The following table is a summary of the Company’s performing loans that were past due at least 30 days, but less than 90 days, for the first quarter of 2015 and the previous four quarters.

 

     2015      2014  
     First      Fourth      Third      Second      First  
(In thousands)        Quarter              Quarter              Quarter              Quarter              Quarter      

 

 

Performing loans past due 30 to 89 days:

Commercial and industrial

$ 82      168      245      277      191   

Construction and land development

  319      210      190      192      157   

Commercial real estate

  —        201      203      —        461   

Residential real estate

  1,417      2,231      221      832      1,834   

Consumer installment

  25      45      59      110      86   

 

 

Total

$ 1,843      2,855      918      1,411      2,729   

 

 

 

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Deposits

Total deposits were $698.3 million at March 31, 2015, compared to $693.4 million at December 31, 2014. Noninterest bearing deposits were $141.6 million, or 20.3% of total deposits, at March 31, 2015, compared to $130.2 million, or 18.8% of total deposits at December 31, 2014.

The average rate paid on total interest-bearing deposits was 0.78% in the first quarter of 2015 and 0.91% in the first quarter of 2014.

Other Borrowings

Other borrowings consist of short-term borrowings and long-term debt. Short-term borrowings consist of federal funds purchased and securities sold under agreements to repurchase with an original maturity less than one year. The Bank had available federal funds lines totaling $41.0 million with none outstanding at March 31, 2015, compared to $38.0 million and none outstanding at December 31, 2014. Securities sold under agreements to repurchase totaled $4.3 million and $4.7 million at March 31, 2015 and December 31, 2014, respectively.

The average rate paid on short-term borrowings was 0.52% in the first quarter of 2015 and 0.47% in the first quarter of 2014.

Long-term debt includes FHLB advances with an original maturity greater than one year and subordinated debentures related to trust preferred securities. The Bank had no long-term FHLB advances outstanding at March 31, 2015, compared to $5.0 million at December 31, 2014. During the first quarter of 2015, the Bank repaid a $5.0 million FHLB advance and incurred prepayment penalties of $0.4 million. At both March 31, 2015 and December 31, 2014, the Bank had $7.2 million in junior subordinated debentures related to trust preferred securities outstanding.

The average rate paid on long-term debt was 3.69% in the first quarter of 2015 and 3.45% in the first quarter of 2014.

CAPITAL ADEQUACY

The Company’s consolidated stockholders’ equity was $77.5 million and $75.8 million as of March 31, 2015 and December 31, 2014, respectively. The change from December 31, 2014 was primarily driven by net earnings of $1.9 million and other comprehensive income due to the change in unrealized gains (losses) on securities available-for-sale, net-of-tax, of $0.7 million, partially offset by cash dividends paid of $0.8 million.

The Company’s tier 1 leverage ratio was 10.13%, common equity tier 1 (“CET1”) risk-based capital ratio was 15.38%, tier 1 risk-based capital ratio was 16.83% and total risk-based capital ratio was 17.84% at March 31, 2015. These ratios exceed the minimum regulatory capital percentages of 5.0% for tier 1 leverage ratio, 6.5% for CET1 risk-based capital ratio, 8.0% for tier 1 risk-based capital ratio and 10.0% for total risk-based capital ratio to be considered “well capitalized.” Based on current regulatory standards, the Company is classified as “well capitalized.”

MARKET AND LIQUIDITY RISK MANAGEMENT

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

Interest Rate Risk Management

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

 

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

 

    +/- 20% for a gradual change of 400 basis points
    +/- 15% for a gradual change of 300 basis points
    +/- 10% for a gradual change of 200 basis points
    +/- 5% for a gradual change of 100 basis points

At March 31, 2015, our earnings simulation model indicated that we were in compliance with the policy guidelines noted above.

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

 

    45% for an instantaneous change of +/- 400 basis points
    35% for an instantaneous change of +/- 300 basis points
    25% for an instantaneous change of +/- 200 basis points
    15% for an instantaneous change of +/- 100 basis points

At March 31, 2015, our EVE model indicated that we were in compliance with the policy guidelines noted above.

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

The Company may also use derivative financial instruments to improve the balance between interest-sensitive assets and interest-sensitive liabilities and as one tool to manage interest rate sensitivity while continuing to meet the credit and deposit needs of our customers. From time to time, the Company may enter into interest rate swaps (“swaps”) to facilitate customer transactions and meet their financing needs. These swaps qualify as derivatives, but are not designated as hedging instruments. At March 31, 2015 and December 31, 2014, the Company had no derivative contracts designated as part of a hedging relationship to assist in managing its interest rate sensitivity.

 

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Liquidity Risk Management

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

Liquidity is managed at two levels. The first is the liquidity of the Company. The second is the liquidity of the Bank. The management of liquidity at both levels is essential, because the Company and the Bank are separate legal entities with different funding needs and sources, and each are subject to regulatory guidelines and requirements.

The primary source of funding and the primary source of liquidity for the Company include dividends received from the Bank, and secondarily proceeds from the possible issuance of common stock or other securities. Primary uses of funds by the Company include dividends paid to stockholders, stock repurchases, and interest payments on junior subordinated debentures issued by the Company in connection with trust preferred securities. The junior subordinated debentures are presented as long-term debt in the accompanying consolidated balance sheets and the related trust preferred securities are currently includible in Tier 1 Capital for regulatory capital purposes.

Primary sources of funding for the Bank include customer deposits, other borrowings, repayment and maturity of securities, sales of securities, and the sale and repayment of loans. The Bank has access to federal funds lines from various banks and borrowings from the Federal Reserve discount window. In addition to these sources, the Bank may participate in the FHLB’s advance program to obtain funding for its growth. Advances include both fixed and variable terms and may be taken out with varying maturities. At March 31, 2015, the Bank had a remaining available line of credit with the FHLB of $232.0 million. At March 31, 2015, the Bank also had $41.0 million of available federal funds lines with none outstanding. Primary uses of funds include repayment of maturing obligations and growing the loan portfolio.

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

Off-Balance Sheet Arrangements, Commitments and Contingencies

At March 31, 2015, the Bank had outstanding standby letters of credit of $7.7 million and unfunded loan commitments outstanding of $56.0 million. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements. If needed to fund these outstanding commitments, the Bank could liquidate federal funds sold or a portion of securities available-for-sale, or draw on its available credit facilities.

Mortgage lending activities

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

As of March 31, 2015, the unpaid principal balance of residential mortgage loans, which we have originated and sold, but retained the servicing rights was $354.7 million. Although these loans are generally sold on a non-recourse basis, we may be obligated to repurchase residential mortgage loans or reimburse investors for losses incurred (make whole requests) if a loan review reveals a potential breach of seller representations and warranties. Upon receipt of a repurchase or make whole request, we work with investors to arrive at a mutually agreeable resolution. Repurchase and make whole requests are typically reviewed on an individual loan by loan basis to validate the claims made by the investor and to determine if a contractually required repurchase or make whole event has occurred. We seek to reduce and manage the risks of potential repurchases, make whole requests, or other claims by mortgage loan investors through our underwriting and quality assurance practices and by servicing mortgage loans to meet investor and secondary market standards.

In the first quarter of 2015, as a result of the representation and warranty provisions contained in the Company’s sale agreements with Fannie Mae, the Company was required to repurchase one loan with a principal balance of $169,000 that was current as to principal and interest and reimburse Fannie Mae approximately $37,000 related to a make whole request. At March 31, 2015, the Company had no pending repurchase or make whole requests.

 

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Also, in the first quarter of 2015, the Company voluntarily repurchased ten investment property loans with an aggregate principal balance of $4.0 million that were made to the same borrower and were current as to principal and interest. At the date of repurchase, the aggregate fair value of these ten investment property loans was greater than the repurchase price required by Fannie Mae. As part of its quality control review procedures, one of these ten loans was self-reported to Fannie Mae in 2014 for possible breaches related to representation and warranty provisions. After further investigation, the Company identified certain underwriting deficiencies for nine additional investment property loans that were related to the same borrower. All ten loans were originated and sold to Fannie Mae. The Company submitted a voluntary repurchase request to Fannie Mae in January 2015 for all ten investment property loans, which was approved. In response to the quality control review findings related to this one borrower, the Company has put additional controls in place for investment property loans originated for sale, including additional quality control reviews and management approvals. Furthermore, management performed additional reviews of investment property loans originated for sale, including a review of the number of loans to one borrower, and does not believe there is any material exposure related to representation and warranty provisions for these loans.

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

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

Although repurchase and make whole requests related to representation and warranty provisions and servicing activities have been limited to date, it is possible that requests to repurchase mortgage loans or reimburse investors for losses incurred (make whole requests) may increase in frequency if investors more aggressively pursue all means of recovering losses on their purchased loans. As of March 31, 2015, we do not believe that this exposure is material due to the historical level of repurchase requests and loss trends, in addition to the fact that 99% of our residential mortgage loans serviced for Fannie Mae were current as of such date. We maintain ongoing communications with our investors and will continue to evaluate this exposure by monitoring the level and number of repurchase requests as well as the delinquency rates in our investor portfolios.

Effects of Inflation and Changing Prices

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

 

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CURRENT ACCOUNTING DEVELOPMENTS

The following Accounting Standards Updates (“Updates” or “ASUs”) have been issued by the FASB but are not yet effective.

 

    ASU 2014-09, Revenue from Contracts with Customers (Topic 606);

 

    ASU 2015-02, Amendments to the Consolidation Analysis (Topic 810); and

 

    ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement and Disclosures of Disposals of Components of an Entity.

Information about these pronouncements is described in more detail below.

ASU 2014-09, Revenue from Contracts with Customers (Topic 606), provides a comprehensive and converged standard on revenue recognition. The new guidance is intended to improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance also requires new qualitative and quantitative disclosures related to revenue from contracts with customers. These changes are effective for the Company in the first quarter 2017 with retrospective application to each prior reporting period or with the cumulative effect of initially applying this Update recognized at the date of initial application. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on our consolidated financial statements.

ASU 2015-02, Amendments to the Consolidation Analysis (Topic 810), affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments: (1) Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities; (2) Eliminate the presumption that a general partner should consolidate a limited partnership; (3) Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. These changes are effective for the Company in the first quarter of 2016. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on our consolidated financial statements.

ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for a customer’s accounting for service contracts. These changes are effective for the Company in the first quarter of 2016. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on our consolidated financial statements.

 

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Table 1 – Explanation of Non-GAAP Financial Measures

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

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

 

     2015      2014  
     First      Fourth      Third      Second      First          
(in thousands)        Quarter              Quarter              Quarter              Quarter          Quarter          

 

 

Net interest income (GAAP)

$ 5,523      5,482      5,448      5,253      5,270   

Tax-equivalent adjustment

  335      331      321      312      324   

 

 

Net interest income (Tax-equivalent)

$         5,858      5,813      5,769      5,565      5,594   

 

 

 

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Table 2 - Selected Quarterly Financial Data

 

     2015     2014  
     First     Fourth      Third      Second     First  
(Dollars in thousands, except per share amounts)    Quarter     Quarter      Quarter      Quarter     Quarter  

 

 

Results of Operations

  

Net interest income (a)

$ 5,858      5,813      5,769      5,565      5,594   

Less: tax-equivalent adjustment

  335      331      321      312      324   

Net interest income (GAAP)

  5,523      5,482      5,448      5,253      5,270   

Noninterest income

  1,321      1,079      1,017      1,081      756   

Total revenue

  6,844      6,561      6,465      6,334      6,026   

Provision for loan losses

  —       150      300      —       (400

Noninterest expense

  4,314      3,780      3,584      3,792      3,948   

Income tax expense

  668      735      709      683      657   

Net earnings

$ 1,862      1,896      1,872      1,859      1,821   

 

 

Per share data:

Basic and diluted net earnings

$ 0.51      0.52      0.51      0.51      0.50   

Cash dividends declared

  0.22      0.215      0.215      0.215      0.215   

Weighted average shares outstanding:

Basic and diluted

  3,643,365      3,643,328      3,643,328      3,643,295      3,643,161   

Shares outstanding, at period end

  3,643,378      3,643,328      3,643,328      3,643,328      3,643,173   

Book value

$ 21.28      20.80      20.09      19.84      18.74   

Common stock price

High

$ 25.25      24.64      24.92      25.00      25.80   

Low

  23.15      22.10      23.17      22.90      23.20   

Period end:

  24.85      23.64      24.64      24.02      23.20   

To earnings ratio

  12.12x      11.59      12.38      12.19      11.72   

To book value

  117   114      123      121      124   

Performance ratios:

Return on average equity

  9.68   10.21      10.19      10.72      11.11   

Return on average assets

  0.93   0.98      0.97      0.96      0.96   

Dividend payout ratio

  43.14   41.35      42.16      42.16      43.00   

Asset Quality:

Allowance for loan losses as a % of:

Loans

  1.19   1.20      1.20      1.23      1.25   

Nonperforming loans

  377   433      281      169      148   

Nonperforming assets as a % of:

Loans and other real estate owned

  0.44   0.41      0.73      1.13      1.66   

Total assets

  0.22   0.21      0.37      0.57      0.81   

Nonperforming loans as a % of total loans

  0.32   0.28      0.43      0.73      0.84   

Annualized net charge-offs as % of average loans

  0.11   0.07      0.28      (0.02   0.17   

Capital Adequacy:

CET1 risk-based capital ratio

  15.38   n/a      n/a      n/a      n/a   

Tier 1 risk-based capital ratio

  16.83   17.45      17.43      17.45      17.55   

Total risk-based capital ratio

  17.84   18.54      18.50      18.53      18.64   

Tier 1 Leverage Ratio

  10.13   10.32      10.26      10.07      10.03   

Other financial data:

Net interest margin (a)

  3.15   3.14      3.16      3.09      3.20   

Effective income tax rate

  26.40   27.94      27.47      26.87      26.51   

Efficiency ratio (b)

  60.09   54.85      52.81      57.06      62.17   

Selected average balances:

Securities

$ 264,268      265,616      274,155      274,305      268,013   

Loans, net of unearned income

  400,161      397,875      389,392      378,994      377,322   

Total assets

  802,062      777,548      771,685      772,326      762,153   

Total deposits

  705,746      682,812      678,738      684,613      678,324   

Long-term debt

  11,550      12,217      12,217      12,217      12,217   

Total stockholders’ equity

  76,915      74,307      73,499      69,367      65,556   

Selected period end balances:

Securities

$ 262,141      267,603      264,827      276,953      279,989   

Loans, net of unearned income

  396,613      402,954      394,602      385,826      377,350   

Allowance for loan losses

  4,722      4,836      4,754      4,728      4,711   

Total assets

  790,224      789,231      781,136      775,128      773,333   

Total deposits

  698,336      693,390      680,763      684,181      687,088   

Long-term debt

  7,217      12,217      12,217      12,217      12,217   

Total stockholders’ equity

  77,544      75,799      73,193      72,291      68,284   
(a) Tax-equivalent. See “Table 1 - Explanation of Non-GAAP Financial Measures.”
(b) Efficiency ratio is the result of noninterest expense divided by the sum of noninterest income and tax-equivalent net interest income.

 

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Table 3 - Average Balances and Net Interest Income Analysis

 

     Quarter ended March 31,  
   2015     2014  
            Interest                   Interest         
     Average      Income/      Yield/     Average      Income/      Yield/  
(Dollars in thousands)    Balance      Expense      Rate     Balance      Expense      Rate  

 

  

 

 

   

 

 

 

Interest-earning assets:

  

Loans and loans held for sale (1)

$ 403,109    $ 5,006      5.04%    $ 378,780    $ 4,790      5.13%   

Securities - taxable

  196,234      1,040      2.15%      206,630      1,176      2.31%   

Securities - tax-exempt (2)

  68,034      986      5.88%      61,383      951      6.28%   

 

  

 

 

   

 

 

 

Total securities

  264,268      2,026      3.11%      268,013      2,127      3.22%   

Federal funds sold

  74,514      35      0.19%      55,120      25      0.18%   

Interest bearing bank deposits

  13,408      4      0.12%      7,700      17      0.90%   

 

  

 

 

   

 

 

 

Total interest-earning assets

  755,299    $ 7,071      3.80%      709,613    $ 6,959      3.98%   

Cash and due from banks

  13,800      12,835   

Other assets

  32,963      39,705   

 

  

 

 

         

 

 

       

Total assets

$ 802,062    $ 762,153   

 

  

 

 

         

 

 

       

Interest-bearing liabilities:

Deposits:

NOW

$ 114,675    $ 86      0.30 $ 106,331    $ 84      0.32%   

Savings and money market

  211,797      226      0.43   189,601      237      0.51%   

Certificates of deposits less than $100,000

  95,460      254      1.08   104,646      313      1.21%   

Certificates of deposits and other time deposits of $100,000 or more

  147,750      536      1.47   157,431      623      1.60%   

 

  

 

 

   

 

 

 

Total interest-bearing deposits

  569,682      1,102      0.78%      558,009      1,257      0.91%   

Short-term borrowings

  4,661      6      0.52%      3,478      4      0.47%   

Long-term debt

  11,550      105      3.69%      12,217      104      3.45%   

 

  

 

 

   

 

 

 

Total interest-bearing liabilities

  585,893    $ 1,213      0.84%      573,704    $ 1,365      0.96%   

Noninterest-bearing deposits

  136,064      120,315   

Other liabilities

  3,190      2,578   

Stockholders’ equity

  76,915      65,556   

 

  

 

 

         

 

 

       

Total liabilities and stockholders’ equity

$ 802,062    $ 762,153   

 

  

 

 

         

 

 

       

Net interest income and margin

  

$ 5,858      3.15%    $ 5,594      3.20%   

 

     

 

 

      

 

 

 

 

(1)  Average loan balances are shown net of unearned income and loans on nonaccrual status have been included in the computation of average balances.
(2)  Yields on tax-exempt securities have been computed on a tax-equivalent basis using an income tax rate of 34%.

 

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Table 4 - Loan Portfolio Composition

 

     2015     2014  
     First     Fourth     Third     Second     First  
(In thousands)        Quarter             Quarter             Quarter             Quarter             Quarter      

Commercial and industrial

   $ 52,536        54,329        52,868        52,054        54,632   

Construction and land development

     37,925        37,298        34,189        32,461        31,275   

Commercial real estate

     182,871        192,006        190,077        187,241        178,721   

Residential real estate

     111,265        107,641        106,555        102,921        101,433   

Consumer installment

     12,478        12,335        11,535        11,686        11,766   

Total loans

     397,075        403,609        395,224        386,363        377,827   

Less: unearned income

     (462     (655     (622     (537     (477

Loans, net of unearned income

     396,613        402,954        394,602        385,826        377,350   

Less: allowance for loan losses

     (4,722     (4,836     (4,754     (4,728     (4,711

Loans, net

   $ 391,891        398,118        389,848        381,098        372,639   

 

 

 

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Table 5—Allowance for Loan Losses and Nonperforming Assets

 

     2015     2014  
     First     Fourth     Third     Second     First  
(Dollars in thousands)        Quarter             Quarter             Quarter             Quarter             Quarter      

 

 

Allowance for loan losses:

Balance at beginning of period

$ 4,836      4,754      4,728      4,711      5,268   

Charge-offs:

Commercial and industrial

  (58   —          —          (46   —      

Construction and land development

  —          1      —          —          (236)   

Residential real estate

  (60   (79   (287   (41   (31)   

Consumer installment

  (17   (6   (39   (8   (36)   

 

 

Total charge-offs

  (135   (84   (326   (95   (303)   

Recoveries

  21      16      52      112      146    

 

 

Net (charge-offs) recoveries

  (114   (68   (274   17      (157)   

Provision for loan losses

  —          150      300      —          (400)   

 

 

Ending balance

$ 4,722      4,836      4,754      4,728      4,711    

 

 

as a % of loans

  1.19   1.20      1.20      1.23      1.25    

as a % of nonperforming loans

  377   433      281      169      148    

Annualized net charge-offs as % of average loans

  0.11   0.07      0.28      (0.02   0.17    

 

 

Nonperforming assets:

Nonaccrual loans

$ 1,251      1,117      1,690      2,804      3,188    

Other real estate owned

  499      534      1,215      1,584      3,111    

 

 

Total nonperforming assets

$         1,750      1,651      2,905      4,388      6,299    

 

 

as a % of loans and other real estate owned

  0.44   0.41      0.73      1.13      1.66    

as a % of total assets

  0.22   0.21      0.37      0.57      0.81    

Nonperforming loans as a % of total loans

  0.32   0.28      0.43      0.73      0.84    

Accruing loans 90 days or more past due

$ 2      —          76      71      131    

 

 

 

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Table 6 - Allocation of Allowance for Loan Losses

 

     2015      2014  
     First Quarter      Fourth Quarter      Third Quarter      Second Quarter      First Quarter  
(Dollars in thousands)    Amount      %*      Amount      %*      Amount      %*      Amount      %*      Amount      %*    

 

 

Commercial and industrial

$ 644      13.2    $ 639      13.5    $ 669      13.4    $ 639      13.5    $ 482      14.5     

Construction and land development

  830      9.5      974      9.2      895      8.6      907      8.4      214      8.3     

Commercial real estate

  1,888      46.1      1,928      47.6      1,935      48.1      1,913      48.5      2,493      47.3     

Residential real estate

  1,153      28.0      1,119      26.7      1,083      27.0      1,095      26.6      1,256      26.8     

Consumer installment

  207      3.1      176      3.1      172      2.9      174      3.0      266      3.1     

 

 

Total allowance for loan losses

$     4,722    $     4,836    $     4,754    $     4,728    $     4,711   

 

 

 

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

 

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

 

(Dollars in thousands)    March 31, 2015  

 

 

Maturity of:

3 months or less

$ 12,701    

Over 3 months through 6 months

  22,407    

Over 6 months through 12 months

  28,662    

Over 12 months

  80,427    

 

 

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

$ 144,197    

 

 

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of its business, the Company and the Bank are, from time to time, involved in legal proceedings. The Company’s and Bank’s management believe there are no pending or threatened legal, governmental, or regulatory proceedings that, upon resolution, are expected to have a material adverse effect upon the Company’s or the Bank’s financial condition or results of operations. See also, Part I, Item 3 of the Company’s Annual Report on Form 10-K for the year ended December  31, 2014.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “RISK FACTORS” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, which could materially affect our business, financial condition or future results. The risks described in our annual report on Form 10-K are not the only the risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results in the future.

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

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

I TEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

 

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ITEM 6. EXHIBITS

 

Exhibit

Number

                            Description
3.1 Certificate of Incorporation of Auburn National Bancorporation, Inc. and all amendments thereto.*
3.2 Amended and Restated Bylaws of Auburn National Bancorporation, Inc., adopted as of November 13, 2007. **
31.1 Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002, by E.L. Spencer, Jr., President, Chief Executive Officer and Chairman of the Board.
31.2 Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002, by David A. Hedges, Senior Vice President, Controller and Chief Financial Officer (Principal Financial and Accounting Officer).
32.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002, by E.L. Spencer, Jr., President, Chief Executive Officer and Chairman of the Board.***
32.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002, by David A. Hedges, Senior Vice President, Controller and Chief Financial Officer (Principal Financial and Accounting Officer).***
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
      
* Incorporated by reference from Registrant’s Form 10-Q dated September 30, 2002.

 

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

 

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

 

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SIGNATURES

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

 

AUBURN NATIONAL BANCORPORATION, INC.

(Registrant)

Date:            May 1, 2015                    

By:

/s/ E. L. Spencer, Jr.

E. L. Spencer, Jr.

President, Chief Executive Officer and

Chairman of the Board

Date:            May 1, 2015                    

By:

/s/ David A. Hedges

David A. Hedges

SVP, Controller and Chief Financial Officer

(Principal Financial and Accounting Officer)