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COMMUNITY BANCORP /VT - Quarter Report: 2022 March (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended March 31, 2022

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

 

Commission File Number 000-16435

 

cmtv_10qimg2.jpg

 

 COMMUNITY BANCORP /VT

 (Exact name of Registrant as Specified in its Charter)

 

Vermont

 

03-0284070

(State of Incorporation)

 

(IRS Employer Identification Number)

 

4811 US Route 5, Derby, Vermont

 

05829

(Address of Principal Executive Offices)

 

(zip code)

 

Registrant’s Telephone Number: (802) 334-7915 

 

Securities registered pursuant to Section 12(b) of the Act: NONE

 

Title of Each Class

Trading Symbol(s)

Name of each exchange on which registered

 

(Not Applicable)

 

 

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 for such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

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

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated Filer

Smaller reporting company

 

 

Emerging growth company

 

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

 

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

 

At May 4, 2022, there were 5,391,518 shares outstanding of the Corporation’s common stock.

 

 

 

 

FORM 10-Q 

Index 

 

 

 

 

Page

 

PART I

FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1

Financial Statements

 

3

 

Item 2

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

 

28

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

 

45

 

Item 4

Controls and Procedures

 

46

 

 

 

 

 

 

PART II

OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1

Legal Proceedings

 

47

 

Item 1A

Risk Factors

 

47

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

 

47

 

Item 6

Exhibits

 

48

 

 

Signatures

 

49

 

 

Exhibit Index

 

50

 

 

 
2

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. Financial Statements (Unaudited)

 

The following are the unaudited consolidated financial statements for the Company.

 

Community Bancorp. and Subsidiary

 

March 31,

 

 

December 31,

 

Consolidated Balance Sheets

 

2022

 

 

2021

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Cash and due from banks

 

$17,330,851

 

 

$17,839,374

 

Federal funds sold and overnight deposits

 

 

67,121,921

 

 

 

92,519,552

 

Total cash and cash equivalents

 

 

84,452,772

 

 

 

110,358,926

 

Securities available-for-sale

 

 

185,755,566

 

 

 

182,342,459

 

Restricted equity securities, at cost

 

 

1,390,950

 

 

 

1,434,450

 

Loans held-for-sale

 

 

246,000

 

 

 

339,000

 

Loans

 

 

696,293,182

 

 

 

689,988,533

 

Allowance for loan losses

 

 

(7,890,648)

 

 

(7,710,256)

Deferred net loan cost (fees)

 

 

274,346

 

 

 

(37,972)

Net loans

 

 

688,676,880

 

 

 

682,240,305

 

Bank premises and equipment, net

 

 

13,503,142

 

 

 

13,767,328

 

Accrued interest receivable

 

 

2,719,138

 

 

 

2,400,560

 

Bank owned life insurance

 

 

5,093,288

 

 

 

5,073,228

 

Goodwill

 

 

11,574,269

 

 

 

11,574,269

 

Other assets

 

 

11,778,865

 

 

 

9,575,274

 

Total assets

 

$1,005,190,870

 

 

$1,019,105,799

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Demand, non-interest bearing

 

$203,661,459

 

 

$209,465,151

 

Interest-bearing transaction accounts

 

 

258,401,561

 

 

 

265,513,937

 

Money market funds

 

 

130,731,075

 

 

 

129,728,954

 

Savings

 

 

177,994,875

 

 

 

168,390,905

 

Time deposits, $250,000 and over

 

 

17,106,871

 

 

 

17,463,871

 

Other time deposits

 

 

89,404,604

 

 

 

88,837,135

 

Total deposits

 

 

877,300,445

 

 

 

879,399,953

 

Borrowed funds

 

 

1,300,000

 

 

 

1,300,000

 

Repurchase agreements

 

 

28,744,011

 

 

 

32,609,875

 

Junior subordinated debentures

 

 

12,887,000

 

 

 

12,887,000

 

Accrued interest and other liabilities

 

 

7,514,626

 

 

 

8,148,703

 

Total liabilities

 

 

927,746,082

 

 

 

934,345,531

 

 

 

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

 

 

 

Preferred stock, 1,000,000 shares authorized, 15 shares issued and outstanding at 03/31/22 and 12/31/21 ($100,000 liquidation value, per share)

 

 

1,500,000

 

 

 

1,500,000

 

Common stock - $2.50 par value; 15,000,000 shares authorized, 5,602,178 shares issued at 03/31/22 and 5,587,939 shares issued at 12/31/21

 

 

14,005,445

 

 

 

13,969,848

 

Additional paid-in capital

 

 

35,559,149

 

 

 

35,322,063

 

Retained earnings

 

 

38,914,579

 

 

 

37,758,105

 

Accumulated other comprehensive loss

 

 

(9,911,608)

 

 

(1,166,971)

Less: treasury stock, at cost; 210,101 shares at 03/31/22 and 12/31/21

 

 

(2,622,777)

 

 

(2,622,777)

Total shareholders’ equity

 

 

77,444,788

 

 

 

84,760,268

 

Total liabilities and shareholders’ equity

 

$1,005,190,870

 

 

$1,019,105,799

 

 

 

 

 

 

 

 

 

 

Book value per common share outstanding

 

$14.08

 

 

$15.48

 

 

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

 

 
3

Table of Contents

 

Community Bancorp. and Subsidiary

 

Three Months Ended March 31,

 

Consolidated Statements of Income

 

2022

 

 

2021

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

 

Interest and fees on loans

 

$7,487,200

 

 

$8,253,296

 

Interest on debt securities

 

 

667,226

 

 

 

265,112

 

Dividends

 

 

16,460

 

 

 

10,619

 

Interest on federal funds sold and overnight deposits

 

 

80,660

 

 

 

87,883

 

Total interest income

 

 

8,251,546

 

 

 

8,616,910

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

 

Interest on deposits

 

 

551,959

 

 

 

705,244

 

Interest on borrowed funds

 

 

21,965

 

 

 

14,941

 

Interest on repurchase agreements

 

 

21,040

 

 

 

35,442

 

Interest on junior subordinated debentures

 

 

98,352

 

 

 

98,795

 

Total interest expense

 

 

693,316

 

 

 

854,422

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

7,558,230

 

 

 

7,762,488

 

Provision for loan losses

 

 

862,500

 

 

 

267,497

 

Net interest income after provision for loan losses

 

 

6,695,730

 

 

 

7,494,991

 

 

 

 

 

 

 

 

 

 

Non-interest income

 

 

 

 

 

 

 

 

Service fees

 

 

862,887

 

 

 

788,623

 

Income from sold loans

 

 

203,842

 

 

 

185,006

 

Other income from loans

 

 

271,260

 

 

 

183,274

 

Other income

 

 

348,440

 

 

 

415,328

 

Total non-interest income

 

 

1,686,429

 

 

 

1,572,231

 

 

 

 

 

 

 

 

 

 

Non-interest expense

 

 

 

 

 

 

 

 

Salaries and wages

 

 

2,040,000

 

 

 

1,975,003

 

Employee benefits

 

 

772,052

 

 

 

831,210

 

Occupancy expenses, net

 

 

753,364

 

 

 

744,720

 

Other expenses

 

 

1,888,172

 

 

 

1,814,118

 

Total non-interest expense

 

 

5,453,588

 

 

 

5,365,051

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

2,928,571

 

 

 

3,702,171

 

Income tax expense

 

 

523,029

 

 

 

676,470

 

Net income

 

$2,405,542

 

 

$3,025,701

 

 

 

 

 

 

 

 

 

 

Earnings per common share

 

$0.44

 

 

$0.57

 

Weighted average number of common shares used in computing earnings per share

 

 

5,382,678

 

 

 

5,322,404

 

Dividends declared per common share

 

$0.23

 

 

$0.22

 

 

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

 

 
4

Table of Contents

 

Community Bancorp. and Subsidiary

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income

 

 

 

 

 

 

(Unaudited)

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Net income

 

$2,405,542

 

 

$3,025,701

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

Unrealized holding loss on securities AFS arising during the period

 

 

(11,069,161)

 

 

(1,660,640)

Tax effect

 

 

2,324,524

 

 

 

348,735

 

Other comprehensive loss, net of tax

 

 

(8,744,637)

 

 

(1,311,905)

Total comprehensive (loss) income

 

$(6,339,095)

 

$1,713,796

 

 

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

 

 
5

Table of Contents

 

Community Bancorp. and Subsidiary

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

 

 

 

Three Months Ended March 31, 2022

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Common

 

 

Preferred

 

 

paid-in

 

 

Retained

 

 

 

 

 

Treasury

 

 

shareholders’

 

 

 

Stock

 

 

Stock

 

 

capital

 

 

earnings

 

 

AOCI*

 

 

stock

 

 

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2022

 

$13,969,848

 

 

$1,500,000

 

 

$35,322,063

 

 

$37,758,105

 

 

$(1,166,971)

 

$(2,622,777)

 

$84,760,268

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

 

35,597

 

 

 

 

 

 

 

237,086

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

272,683

 

Cash dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,236,880)

 

 

 

 

 

 

 

 

 

 

(1,236,880)

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,188)

 

 

 

 

 

 

 

 

 

 

(12,188)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,405,542

 

 

 

 

 

 

 

 

 

 

 

2,405,542

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,744,637)

 

 

 

 

 

 

(8,744,637)

March 31, 2022

 

$14,005,445

 

 

$1,500,000

 

 

$35,559,149

 

 

$38,914,579

 

 

$(9,911,608)

 

$(2,622,777)

 

$77,444,788

 

 

 

 

Three Months Ended March 31, 2021

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Common

 

 

Preferred

 

 

paid-in

 

 

Retained

 

 

 

 

 

Treasury

 

 

shareholders’

 

 

 

Stock

 

 

Stock

 

 

capital

 

 

earnings

 

 

AOCI*

 

 

stock

 

 

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2021

 

$13,818,450

 

 

$1,500,000

 

 

$34,309,646

 

 

$29,368,046

 

 

$915,348

 

 

$(2,622,777)

 

$77,288,713

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

 

42,523

 

 

 

 

 

 

 

222,256

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

264,779

 

 Cash dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,169,555)

 

 

 

 

 

 

 

 

 

 

(1,169,555)

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,188)

 

 

 

 

 

 

 

 

 

 

(12,188)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,025,701

 

 

 

 

 

 

 

 

 

 

 

3,025,701

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,311,905)

 

 

 

 

 

 

(1,311,905)

March 31, 2021

 

$13,860,973

 

 

$1,500,000

 

 

$34,531,902

 

 

$31,212,004

 

 

$(396,557)

 

$(2,622,777)

 

$78,085,545

 

 

*Accumulated other comprehensive (loss) income

 

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

 

 
6

Table of Contents

 

Community Bancorp. and Subsidiary

 

 

 

 

 

 

Consolidated Statements of Cash Flows

 

 

 

 

 

 

(Unaudited)

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net income

 

$2,405,542

 

 

$3,025,701

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization, bank premises and equipment

 

 

285,202

 

 

 

259,449

 

Provision for loan losses

 

 

862,500

 

 

 

267,497

 

Deferred income tax

 

 

47,344

 

 

 

16,608

 

Gain on sale of loans

 

 

(102,945)

 

 

(114,211)

(Income) loss from CFS Partners

 

 

(225,870)

 

 

1,693,014

 

Amortization of bond premium, net

 

 

186,967

 

 

 

95,456

 

Proceeds from sales of loans held for sale

 

 

4,425,711

 

 

 

2,145,611

 

Originations of loans held for sale

 

 

(4,229,766)

 

 

(2,435,200)

Increase in taxes payable

 

 

408,593

 

 

 

569,100

 

Increase in interest receivable

 

 

(318,578)

 

 

(250,630)

(Increase) decrease in mortgage servicing rights

 

 

(2,374)

 

 

38,280

 

Decrease in right-of-use assets

 

 

49,669

 

 

 

49,031

 

Decrease in operating lease liabilities

 

 

(51,283)

 

 

(49,198)

Increase in other assets

 

 

(173,852)

 

 

(148,665)

Increase in cash surrender value of BOLI

 

 

(20,060)

 

 

(21,673)

Amortization of limited partnerships

 

 

67,092

 

 

 

90,762

 

Change in net deferred loan fees and costs

 

 

(312,318)

 

 

1,076,424

 

Decrease in interest payable

 

 

(1,332)

 

 

(12,953)

Decrease in accrued expenses

 

 

(567,062)

 

 

(420,431)

(Decrease) increase in other liabilities

 

 

(24,896)

 

 

3,175

 

Net cash provided by operating activities

 

 

2,708,284

 

 

 

5,877,147

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Investments - AFS

 

 

 

 

 

 

 

 

Maturities, calls, pay downs and sales

 

 

4,434,388

 

 

 

4,383,743

 

Purchases

 

 

(19,103,623)

 

 

(27,371,666)

Proceeds from redemption of restricted equity securities

 

 

43,500

 

 

 

0

 

Decrease in limited partnership contributions payable

 

 

0

 

 

 

(150,000)

Increase in loans, net

 

 

(6,998,537)

 

 

(20,167,317)

Capital expenditures net of proceeds from sales of bank premises and equipment

 

 

(70,686)

 

 

(2,657,300)

Recoveries of loans charged off

 

 

11,780

 

 

 

25,314

 

Net cash used in investing activities

 

 

(21,683,178)

 

 

(45,937,226)

 

 
7

Table of Contents

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

Net (decrease) increase in demand and interest-bearing transaction accounts

 

 

(12,916,068)

 

 

7,863,790

 

Net increase in money market and savings accounts

 

 

10,606,091

 

 

 

19,474,878

 

Net increase (decrease) in time deposits

 

 

210,469

 

 

 

(3,639,187)

Net decrease in repurchase agreements

 

 

(3,865,864)

 

 

(6,627,854)

Repayments on long-term borrowings

 

 

0

 

 

 

(500,000)

(Decrease) increase in finance lease obligations

 

 

(52,807)

 

 

2,388,819

 

Dividends paid on preferred stock

 

 

(12,188)

 

 

(12,188)

Dividends paid on common stock

 

 

(900,893)

 

 

(743,679)

Net cash (used in) provided by financing activities

 

 

(6,931,260)

 

 

18,204,579

 

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(25,906,154)

 

 

(21,855,500)

Cash and cash equivalents:

 

 

 

 

 

 

 

 

Beginning

 

 

110,358,926

 

 

 

115,049,920

 

Ending

 

$84,452,772

 

 

$93,194,420

 

 

 

 

 

 

 

 

 

 

Supplemental Schedule of Cash Paid During the Period:

 

 

 

 

 

 

 

 

Interest

 

$694,648

 

 

$867,375

 

 

 

 

 

 

 

 

 

 

Supplemental Schedule of Noncash Investing and Financing Activities:

 

 

 

 

 

 

 

 

Change in unrealized loss on securities AFS

 

$(11,069,161)

 

$(1,660,640)

 

 

 

 

 

 

 

 

 

Common Shares Dividends Paid:

 

 

 

 

 

 

 

 

Dividends declared

 

$1,236,880

 

 

$1,169,555

 

Increase in dividends payable attributable to dividends declared

 

 

(63,304)

 

 

(161,097)

Dividends reinvested

 

 

(272,683)

 

 

(264,779)

Total dividends paid

 

$900,893

 

 

$743,679

 

 

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

 

 
8

Table of Contents

 

Notes to Consolidated Financial Statements

 

Note 1. Basis of Presentation and Consolidation and Certain Definitions

 

Basis of Presentation and Consolidation. The interim consolidated financial statements of Community Bancorp. and Subsidiary are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments necessary for the fair presentation of the consolidated financial condition and results of operations of the Company and its subsidiary, Community National Bank (the Bank), contained herein have been made. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 contained in the Company’s Annual Report on Form 10-K. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for any other interim period or the full annual period ending December 31, 2022.

 

There were no reclassifications to the consolidated financial statements for the periods presented.

 

The Company is considered a “smaller reporting company” under the disclosure rules of the SEC, as amended in 2018. Accordingly, the Company has elected to provide its audited consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for a two year, rather than a three year, period, and provides smaller reporting company scaled disclosures where management deems it appropriate.

 

In addition to the definitions provided elsewhere in this quarterly report, the definitions, acronyms and abbreviations identified below are used throughout this report, including in Part I. “Financial Information” and Part II. “Other Information”, and are intended to aid the reader and provide a reference page when reviewing this report.

 

ABS:

Asset backed security

FASB:

Financial Accounting Standards Board

AFS:

Available-for-sale

FDIC:

Federal Deposit Insurance Corporation

Agency MBS:

MBS issued by a US government agency

FHLBB:

Federal Home Loan Bank of Boston

or GSE

FHLMC:

Federal Home Loan Mortgage Corporation

ALCO:

Asset Liability Committee

FOMC:

Federal Open Market Committee

ALL:

Allowance for loan losses

FRB:

Federal Reserve Board

AOCI:

Accumulated other comprehensive income

FRBB:

Federal Reserve Bank of Boston

ASC:

Accounting Standards Codification

GAAP:

Generally Accepted Accounting Principles

ASU:

Accounting Standards Update

in the United States

Bancorp:

Community Bancorp.

GSE:

Government sponsored enterprise

Bank:

Community National Bank

HTM:

Held-to-maturity

BIC:

Borrower-in-Custody

ICS:

Insured Cash Sweeps of the InterFi Network

Board:

Board of Directors

IRS:

Internal Revenue Service

BOLI:

Bank owned life insurance

JNE:

Jobs for New England

bp or bps:

Basis point(s)

Jr:

Junior

CARES ACT:

Coronavirus Aid Relief and Economic

MBS:

Mortgage-backed security

Security Act

MSRs:

Mortgage servicing rights

CBLR:

Community Bank Leverage Ratio

NII:

Net interest income

CDARS:

Certificate of Deposit Accounts Registry

OAS:

Other amortizing security

Service of the InterFi Network

OCI:

Other comprehensive income (loss)

CDs:

Certificates of deposit

OREO:

Other real estate owned

CDI:

Core deposit intangible

OTTI:

Other-than-temporary impairment

CECL:

Current Expected Credit Loss

PMI:

Private mortgage insurance

CFSG:

Community Financial Services Group, LLC

PPP:

Paycheck Protection Program

CFS Partners:

Community Financial Services Partners,

RD:

USDA Rural Development

LLC

SBA:

U.S. Small Business Administration

CMO

Collateralized Mortgage Obligation

SEC:

U.S. Securities and Exchange Commission

Company:

Community Bancorp. and Subsidiary

TDR:

Troubled-debt restructuring

COVID-19:

Coronavirus Disease 2019

USDA:

U.S. Department of Agriculture

CRE:

Commercial Real Estate

VA:

U.S. Veterans Administration

DDA or DDAs:

Demand Deposit Account(s)

2018

Economic Growth, Regulatory Relief and

DTC:

Depository Trust Company

Regulatory

Consumer Protection Act of 2018

DRIP:

Dividend Reinvestment Plan

Relief Act:

Exchange Act:

Securities Exchange Act of 1934

 

 
9

Table of Contents

 

Note 2. Recent Accounting Developments

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Under the new guidance, which will replace the existing incurred loss model for recognizing credit losses, banks and other lending institutions will be required to recognize the full amount of expected credit losses over the life of a loan. The new guidance, which is referred to as the current expected credit loss, or CECL model, requires that expected credit losses for financial assets held at the reporting date that are accounted for at amortized cost be measured and recognized based on historical experience and current and reasonably supportable forecasted conditions to reflect the full amount of expected credit losses over the life of the loans. A modified version of these requirements also applies to debt securities classified as available for sale, which will require that credit losses on those securities be recorded through an allowance for credit losses rather than a write-down. The ASU may have a material impact on the Company’s consolidated financial statements upon adoption as it will require a change in the Company’s methodology for calculating its ALL and allowance on unused commitments. The Company will transition from an incurred loss model to an expected loss model, which may result in an increase in the ALL upon adoption and may negatively impact the Company’s and the Bank’s regulatory capital ratios. The Company has formed a committee to assess the implications of this new pronouncement and transitioned to a software solution for preparing the ALL calculation and related reports that management believes provides the Company with stronger data integrity, ease and efficiency in ALL preparation. The new software solution also provides numerous training opportunities for the appropriate personnel within the Company. The Company has gathered and is continuing to analyze the historical data to serve as a basis for estimating the ALL under CECL and continues to evaluate the anticipated impact of the adoption of the ASU on its consolidated financial statements. The ASU will become effective for the Company beginning with the 2023 fiscal year including interim periods. Parallel calculations under the existing ALL methodology and the CECL model will be run throughout 2022 in preparation for the transition to CECL.

 

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The guidance amends Topic 326 (CECL) to eliminate the accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancing and restructuring activities by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying TDR recognition and measurement guidance, under the CECL model creditors will determine whether a modification results in a new loan or continuation of existing loan. These amendments are intended to enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, the amendments to Topic 326 require that an entity disclose current-period gross write-offs by year of origination within the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The guidance will become effective for the Company beginning with the fiscal year 2023, including interim periods. The Company is currently assessing the impact of ASU No. 2022-02 but does not expect that its adoption will have a material impact on the consolidated financial statements.

 

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and has issued subsequent amendments thereto, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is assessing ASU No. 2020-04 and its impact on the transition away from LIBOR for its Junior Subordinated Debentures due December 15, 2037, the Company’s only financial instruments that utilize LIBOR as a reference rate.

 

In March and April, 2020, federal banking regulators issued interagency guidance on accounting for loan modifications in light of the economic impact of the COVID-19 pandemic. The guidance interprets current accounting standards and indicates that a lender can conclude that a borrower is not experiencing financial difficulty if short-term (that is, six months or less) modifications are made in response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant, provided that the loan is less than 30 days past due at the time a modification program is implemented. The banking agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs under ASC No. 310-40, Receivables – Troubled Debt Restructurings by Creditors. Additionally, a provision of the CARES Act enacted in March 2020 provides that COVID-19 related loan modifications (including modifications that are not short-term) made to a loan between March 1, 2020 and the earlier of December 31, 2020 or the sixtieth day after the end of the COVID-19 emergency declared by the President will not require the loan to be treated as a TDR under U.S. GAAP, so long as the modified loan was not past due as of December 31, 2019. On December 27, 2020, the Consolidated Appropriations Act 2021 (CAA) extended the date for COVID-19 related loan modifications from December 31, 2020 to January 1, 2022.

 

 
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Note 3. Earnings per Common Share

 

Earnings per common share amounts are computed based on the weighted average number of shares of common stock issued during the period (retroactively adjusted for stock splits and stock dividends, if any), including Dividend Reinvestment Plan shares issuable upon reinvestment of dividends declared, and reduced for shares held in treasury.

 

The following tables illustrate the calculation of earnings per common share for the periods presented, as adjusted for the cash dividends declared on the preferred stock:

 

Three Months Ended March 31,

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Net income, as reported

 

$2,405,542

 

 

$3,025,701

 

Less: dividends to preferred shareholders

 

 

12,188

 

 

 

12,188

 

Net income available to common shareholders

 

$2,393,354

 

 

$3,013,513

 

Weighted average number of common shares

 

 

 

 

 

 

 

 

 used in calculating earnings per share

 

 

5,382,678

 

 

 

5,322,404

 

Earnings per common share

 

$0.44

 

 

$0.57

 

 

Note 4. Investment Securities

 

Debt securities AFS as of the balance sheet dates consisted of the following:

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

U.S. GSE debt securities

 

$12,001,306

 

 

$0

 

 

$764,922

 

 

$11,236,384

 

U.S. Government securities

 

 

39,497,938

 

 

 

0

 

 

 

1,868,539

 

 

 

37,629,399

 

Taxable Municipal securities

 

 

300,000

 

 

 

0

 

 

 

26,323

 

 

 

273,677

 

Tax-Exempt Municipal securities

 

 

4,644,229

 

 

 

0

 

 

 

336,281

 

 

 

4,307,948

 

Agency MBS

 

 

132,398,698

 

 

 

23,491

 

 

 

9,482,071

 

 

 

122,940,118

 

ABS and OAS

 

 

1,847,185

 

 

 

4,332

 

 

 

22,855

 

 

 

1,828,662

 

CMO

 

 

1,422,549

 

 

 

0

 

 

 

115,921

 

 

 

1,306,628

 

Other investments

 

 

6,190,000

 

 

 

68,665

 

 

 

25,915

 

 

 

6,232,750

 

Total

 

$198,301,905

 

 

$96,488

 

 

$12,642,827

 

 

$185,755,566

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

U.S. GSE debt securities

 

$12,001,978

 

 

$36,024

 

 

$209,504

 

 

$11,828,498

 

U.S. Government securities

 

 

32,374,935

 

 

 

0

 

 

 

333,894

 

 

 

32,041,041

 

Taxable Municipal securities

 

 

300,000

 

 

 

0

 

 

 

1,267

 

 

 

298,733

 

Tax-Exempt Municipal securities

 

 

830,279

 

 

 

1,167

 

 

 

67

 

 

 

831,379

 

Agency MBS

 

 

128,291,487

 

 

 

184,002

 

 

 

1,342,968

 

 

 

127,132,521

 

ABS and OAS

 

 

2,131,610

 

 

 

82,414

 

 

 

0

 

 

 

2,214,024

 

CMO

 

 

1,451,349

 

 

 

0

 

 

 

30,891

 

 

 

1,420,458

 

Other investments

 

 

6,438,000

 

 

 

142,199

 

 

 

4,394

 

 

 

6,575,805

 

Total

 

$183,819,638

 

 

$445,806

 

 

$1,922,985

 

 

$182,342,459

 

 

 
11

Table of Contents

 

Investments pledged as collateral for repurchase agreements consisted of U.S. GSE debt securities, Agency MBS, ABS and OAS, and CMO. These repurchase agreements mature daily. These pledged investments as of the balance sheet dates were as follows:

 

 

 

Amortized

 

 

Fair

 

 

 

Cost

 

 

Value

 

 

 

 

 

 

 

 

March 31, 2022

 

$60,664,506

 

 

$56,148,099

 

December 31, 2021

 

 

63,045,599

 

 

 

62,256,702

 

 

There were no sales of debt securities for the first three months of 2022 or 2021.

 

The scheduled maturities of debt securities as of the balance sheet dates were as follows:

 

 

 

Amortized

 

 

Fair

 

 

 

Cost

 

 

Value

 

March 31, 2022

 

 

 

 

 

 

Due in one year or less

 

$3,718,000

 

 

$3,739,035

 

Due from one to five years

 

 

45,449,014

 

 

 

43,386,569

 

Due from five to ten years

 

 

10,790,658

 

 

 

10,173,219

 

Due after ten years

 

 

5,945,535

 

 

 

5,516,625

 

Agency MBS

 

 

132,398,698

 

 

 

122,940,118

 

Total

 

$198,301,905

 

 

$185,755,566

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

 

Due in one year or less

 

$3,470,000

 

 

$3,508,582

 

Due from one to five years

 

 

36,860,731

 

 

 

36,619,130

 

Due from five to ten years

 

 

13,065,163

 

 

 

12,942,726

 

Due after ten years

 

 

2,132,257

 

 

 

2,139,500

 

Agency MBS

 

 

128,291,487

 

 

 

127,132,521

 

Total

 

$183,819,638

 

 

$182,342,459

 

 

Agency MBS are not due at a single maturity date and have not been allocated to maturity groupings for purposes of the maturity table.

 

Debt securities with unrealized losses as of the balance sheet dates are presented in the table below.

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Totals

 

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Number of

 

 

Fair

 

 

Unrealized

 

 

 

Value

 

 

Loss

 

 

Value

 

 

Loss

 

 

Securities

 

 

Value

 

 

Loss

 

March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. GSE debt securities

 

$6,718,245

 

 

$283,061

 

 

$4,518,139

 

 

$481,861

 

 

 

11

 

 

$11,236,384

 

 

$764,922

 

U.S. Government securities

 

 

37,629,399

 

 

 

1,868,539

 

 

 

0

 

 

 

0

 

 

 

52

 

 

 

37,629,399

 

 

 

1,868,539

 

Taxable Municipal securities

 

 

273,677

 

 

 

26,323

 

 

 

0

 

 

 

0

 

 

 

1

 

 

 

273,677

 

 

 

26,323

 

Tax-Exempt Municipal securities

 

 

4,307,948

 

 

 

336,281

 

 

 

0

 

 

 

0

 

 

 

9

 

 

 

4,307,948

 

 

 

336,281

 

Agency MBS

 

 

91,645,963

 

 

 

6,483,880

 

 

 

29,071,931

 

 

 

2,998,191

 

 

 

106

 

 

 

120,717,894

 

 

 

9,482,071

 

ABS and OAS

 

 

1,277,498

 

 

 

22,855

 

 

 

0

 

 

 

0

 

 

 

2

 

 

 

1,277,498

 

 

 

22,855

 

CMO

 

 

449,231

 

 

 

29,845

 

 

 

857,397

 

 

 

86,076

 

 

 

3

 

 

 

1,306,628

 

 

 

115,921

 

Other investments

 

 

470,085

 

 

 

25,915

 

 

 

0

 

 

 

0

 

 

 

2

 

 

 

470,085

 

 

 

25,915

 

Total

 

$142,772,046

 

 

$9,076,699

 

 

$34,447,467

 

 

$3,566,128

 

 

 

186

 

 

$177,219,513

 

 

$12,642,827

 

 

 
12

Table of Contents

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Totals

 

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Number of

 

 

Fair

 

 

Unrealized

 

 

 

Value

 

 

Loss

 

 

Value

 

 

Loss

 

 

Securities

 

 

Value

 

 

Loss

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. GSE debt securities

 

$5,869,117

 

 

$130,883

 

 

$1,921,379

 

 

$78,621

 

 

 

7

 

 

$7,790,496

 

 

$209,504

 

U.S. Government securities

 

 

32,041,041

 

 

 

333,894

 

 

 

0

 

 

 

0

 

 

 

46

 

 

 

32,041,041

 

 

 

333,894

 

Taxable Municipal securities

 

 

298,733

 

 

 

1,267

 

 

 

0

 

 

 

0

 

 

 

1

 

 

 

298,733

 

 

 

1,267

 

Tax-Exempt Municipal securities

 

 

330,212

 

 

 

67

 

 

 

0

 

 

 

0

 

 

 

1

 

 

 

330,212

 

 

 

67

 

Agency MBS

 

 

107,061,452

 

 

 

1,128,587

 

 

 

8,809,493

 

 

 

214,381

 

 

 

84

 

 

 

115,870,945

 

 

 

1,342,968

 

CMO

 

 

1,420,458

 

 

 

30,891

 

 

 

0

 

 

 

0

 

 

 

3

 

 

 

1,420,458

 

 

 

30,891

 

Other investments

 

 

491,606

 

 

 

4,394

 

 

 

0

 

 

 

0

 

 

 

2

 

 

 

491,606

 

 

 

4,394

 

Total

 

$147,512,619

 

 

$1,629,983

 

 

$10,730,872

 

 

$293,002

 

 

 

144

 

 

$158,243,491

 

 

$1,922,985

 

 

The unrealized losses for all periods presented were principally attributable to changes in prevailing interest rates for similar types of securities and not deterioration in the creditworthiness of the issuer.

 

Management evaluates its debt securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions, or adverse developments relating to the issuer, warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than the carrying value, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies or other adverse developments in the status of the securities have occurred, and the results of reviews of the issuer’s financial condition. As of March 31, 2022 and December 31, 2021, there were no declines in the fair value of any of the securities reflected in the table above that were deemed by management to be OTTI.

 

Note 5. Loans, Allowance for Loan Losses and Credit Quality

 

The composition of net loans as of the balance sheet dates was as follows:

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Commercial & industrial

 

$121,473,157

 

 

$120,933,470

 

Commercial real estate

 

 

308,311,734

 

 

 

300,958,931

 

Municipal

 

 

48,660,440

 

 

 

47,955,231

 

Residential real estate - 1st lien

 

 

181,610,294

 

 

 

181,316,345

 

Residential real estate - Jr lien

 

 

33,066,989

 

 

 

34,359,864

 

Consumer

 

 

3,170,568

 

 

 

4,464,692

 

Total loans

 

 

696,293,182

 

 

 

689,988,533

 

 

 

 

 

 

 

 

 

 

ALL

 

 

(7,890,648)

 

 

(7,710,256)

Deferred net loan cost (fees)

 

 

274,346

 

 

 

(37,972)

Net loans

 

$688,676,880

 

 

$682,240,305

 

 

 
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Table of Contents

 

The following is an age analysis of past due loans (including non-accrual) as of the balance sheet dates, by portfolio segment:

 

 

 

 

 

 

90 Days

 

 

Total

 

 

 

 

 

 

 

 

Non-Accrual

 

 

90 Days or

More and

 

March 31, 2022

 

30-89 Days

 

 

or More

 

 

Past Due

 

 

Current

 

 

Total Loans

 

 

Loans

 

 

Accruing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

$233,764

 

 

$141,700

 

 

$375,464

 

 

$121,097,693

 

 

$121,473,157

 

 

$222,236

 

 

$0

 

Commercial real estate

 

 

1,546,310

 

 

 

1,640,382

 

 

 

3,186,692

 

 

 

305,125,042

 

 

 

308,311,734

 

 

 

3,708,593

 

 

 

0

 

Municipal

 

 

0

 

 

 

0

 

 

 

0

 

 

 

48,660,440

 

 

 

48,660,440

 

 

 

0

 

 

 

0

 

Residential real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 - 1st lien

 

 

1,221,885

 

 

 

611,883

 

 

 

1,833,768

 

 

 

179,776,526

 

 

 

181,610,294

 

 

 

1,343,723

 

 

 

561,440

 

 - Jr lien

 

 

82,115

 

 

 

93,374

 

 

 

175,489

 

 

 

32,891,500

 

 

 

33,066,989

 

 

 

140,411

 

 

 

93,374

 

Consumer

 

 

4,028

 

 

 

0

 

 

 

4,028

 

 

 

3,166,540

 

 

 

3,170,568

 

 

 

0

 

 

 

0

 

Totals

 

$3,088,102

 

 

$2,487,339

 

 

$5,575,441

 

 

$690,717,741

 

 

$696,293,182

 

 

$5,414,963

 

 

$654,814

 

 

 

 

 

 

 

90 Days

 

 

Total

 

 

 

 

 

 

 

 

Non-Accrual

 

 

90 Days or

More and

 

December 31, 2021

 

30-89 Days

 

 

or More

 

 

Past Due

 

 

Current

 

 

Total Loans

 

 

Loans

 

 

Accruing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

$833,875

 

 

$0

 

 

$833,875

 

 

$120,099,595

 

 

$120,933,470

 

 

$98,661

 

 

$0

 

Commercial real estate

 

 

49,450

 

 

 

2,400,514

 

 

 

2,449,964

 

 

 

298,508,967

 

 

 

300,958,931

 

 

 

4,517,839

 

 

 

0

 

Municipal

 

 

0

 

 

 

0

 

 

 

0

 

 

 

47,955,231

 

 

 

47,955,231

 

 

 

0

 

 

 

0

 

Residential real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 - 1st lien

 

 

1,190,300

 

 

 

608,775

 

 

 

1,799,075

 

 

 

179,517,270

 

 

 

181,316,345

 

 

 

1,180,563

 

 

 

506,827

 

 - Jr lien

 

 

51,837

 

 

 

86,476

 

 

 

138,313

 

 

 

34,221,551

 

 

 

34,359,864

 

 

 

143,566

 

 

 

86,476

 

Consumer

 

 

9,741

 

 

 

0

 

 

 

9,741

 

 

 

4,454,951

 

 

 

4,464,692

 

 

 

0

 

 

 

0

 

Totals

 

$2,135,203

 

 

$3,095,765

 

 

$5,230,968

 

 

$684,757,565

 

 

$689,988,533

 

 

$5,940,629

 

 

$593,303

 

 

For all loan segments, loans over 30 days past due are considered delinquent.

 

As of the balance sheet dates presented, loans in process of foreclosure consisted of the following residential mortgage loans:

 

 

 

Number of loans

 

 

Balance

 

 

 

 

 

 

 

 

March 31, 2022

 

 

4

 

 

$153,054

 

December 31, 2021

 

 

5

 

 

 

195,082

 

 

Allowance for loan losses

 

The ALL is established through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes that future payments of a loan balance are unlikely. Subsequent recoveries, if any, are credited to the allowance.

 

Unsecured loans are charged off when they become uncollectible and no later than 120 days past due. Unsecured loans to customers who subsequently file bankruptcy are charged off within 30 days of receipt of the notification of filing or by the end of the month in which the loans become 120 days past due, whichever occurs first. For secured loans, both residential and commercial, the potential loss on impaired loans is carried as a loan loss reserve specific allocation; the loss portion is charged off when collection of the full loan appears unlikely. The unsecured portion of a real estate loan is that portion of the loan exceeding the “fair value” of the collateral less the estimated cost to sell. Value of the collateral is determined in accordance with the Company’s appraisal policy. The unsecured portion of an impaired real estate secured loan is charged off by the end of the month in which the loan becomes 180 days past due.

 

 
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Table of Contents

 

As described below, the allowance consists of general, specific and unallocated components. However, the entire allowance is available to absorb losses in the loan portfolio, regardless of specific, general and unallocated components considered in determining the amount of the allowance.

 

General component

 

The general component of the ALL is based on historical loss experience and various qualitative factors and is stratified by the following loan segments: commercial and industrial, CRE, municipal, residential real estate 1st lien, residential real estate Jr lien and consumer loans. The Company does not disaggregate its portfolio segments further into classes.

 

Loss ratios are calculated by loan segment using appropriate look back periods. Management uses an average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment in the current economic climate. During periods of economic stability, a relatively longer period (e.g., five years) may be appropriate. During periods of significant expansion or contraction, the Company may appropriately shorten the historical time period. Due primarily to the effects of COVID-19, during 2020 the Company shortened its look back period to one year, however, during the first quarter of 2022, the look back period was lengthened to two years.

 

Qualitative factors include the levels of and trends in delinquencies and non-performing loans, levels of and trends in loan risk groups, trends in volumes and terms of loans, effects of any changes in loan related policies, experience, ability and the depth of management, documentation and credit data exception levels, national and local economic trends, external factors such as competition and regulation and lastly, concentrations of credit risk in a variety of areas, including portfolio product mix, the level of loans to individual borrowers and their related interests, loans to industry segments, and the geographic distribution of CRE loans. This evaluation is inherently subjective as it requires estimates that are susceptible to revision as more information becomes available.

 

The qualitative factors are determined based on the various risk characteristics of each loan segment. The Company has policies, procedures and internal controls that management believes are commensurate with the risk profile of each of these segments. Major risk characteristics relevant to each portfolio segment are as follows:

 

Commercial & Industrial – Loans in this segment include commercial and industrial loans and to a lesser extent loans to finance agricultural production. Commercial loans are made to businesses and are generally secured by assets of the business, including trade assets and equipment. While not the primary collateral, in many cases these loans may also be secured by the real estate of the business. Repayment is expected from the cash flows of the business. A weakened economy, soft consumer spending, unfavorable foreign trade conditions and the rising cost of labor or raw materials are examples of issues that can impact the credit quality in this segment.

 

Commercial Real Estate – Loans in this segment are principally made to businesses and are generally secured by either owner-occupied, or non-owner occupied CRE. A relatively small portion of this segment includes farm loans secured by farm land and buildings. As with commercial and industrial loans, repayment of owner-occupied CRE loans is expected from the cash flows of the business and the segment would be impacted by the same risk factors as commercial and industrial loans. The non-owner occupied CRE portion includes both residential and commercial construction loans, vacant land and real estate development loans, multi-family dwelling loans and commercial rental property loans. Repayment of construction loans is expected from permanent financing takeout; the Company generally requires a commitment or eligibility for the take-out financing prior to construction loan origination. Real estate development loans are generally repaid from the sale of the subject real property as the project progresses. Construction and development lending entail additional risks, including the project exceeding budget, not being constructed according to plans, not receiving permits, or the pre-leasing or occupancy rate not meeting expectations. Repayment of multi-family loans and commercial rental property loans is expected from the cash flow generated by rental payments received from the individuals or businesses occupying the real estate. CRE loans are impacted by factors such as competitive market forces, vacancy rates, cap rates, net operating incomes, lease renewals and overall economic demand. In addition, loans in the recreational and tourism sector can be affected by weather conditions, such as unseasonably low winter snowfalls. CRE lending also carries a higher degree of environmental risk than other real estate lending.

 

Municipal – Loans in this segment are made to local municipalities, attributable to municipal financing transactions and backed by the full faith and credit of town governments or dedicated governmental revenue sources, with no historical losses recognized by the Company.

 

Residential Real Estate - 1st Lien – Loans in this segment are collateralized by first mortgages on 1 – 4 family owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment.

 

 
15

Table of Contents

 

Residential Real Estate – Jr Lien – Loans in this segment are collateralized by junior lien mortgages on 1 – 4 family residential real estate and repayment is primarily dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment.

 

Consumer – Loans in this segment are made to individuals for consumer and household purposes. This segment includes both loans secured by automobiles and other consumer goods, as well as loans that are unsecured. This segment also includes overdrafts, which are extensions of credit made to both individuals and businesses to cover temporary shortages in their deposit accounts and are generally unsecured. The Company maintains policies restricting the size and term of these extensions of credit. The overall health of the economy, including unemployment rates, has an impact on the credit quality of this segment.

 

Specific component

 

The specific component of the ALL relates to loans that are impaired. Impaired loans are loans to a borrower that in the aggregate are greater than $100,000 and that are in non-accrual status or are TDRs regardless of amount. A specific allowance is established for an impaired loan when its estimated fair value or net present value of future cash flows is less than the carrying value of the loan. For all loan segments, except consumer loans, a loan is considered impaired when, based on current information and events, in management’s estimation it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant or temporary payment delays and payment shortfalls generally are not classified as impaired. Management evaluates the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length and frequency of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis, by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

 

Impaired loans also include troubled loans that are restructured. A TDR occurs when the Company, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that would otherwise not be granted. TDRs may include the transfer of assets to the Company in partial satisfaction of a troubled loan, a modification of a loan’s terms, or a combination of the two. As described above in Note 2, under March 2020 guidance from the federal banking agencies and concurrence by the FASB, certain short-term loan accommodations made in good faith prior to January 1, 2022 for borrowers experiencing financial difficulties due to the COVID-19 health emergency are not considered TDRs.

 

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer loans for impairment evaluation, unless such loans are subject to a restructuring agreement.

 

Unallocated component

 

An unallocated component of the ALL is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component reflects management’s estimate of the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

 

 
16

Table of Contents

 

The tables below summarize changes in the ALL and select loan information, by portfolio segment, for the periods indicated.

 

As of or for the three months ended March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

Commercial

 

 

 

 

 

Real Estate

 

 

Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

& Industrial

 

 

Real Estate

 

 

Municipal

 

 

1st Lien

 

 

Jr Lien

 

 

Consumer

 

 

Unallocated

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALL beginning balance

 

$939,047

 

 

$4,151,760

 

 

$76,728

 

 

$1,765,892

 

 

$182,014

 

 

$55,698

 

 

$539,117

 

 

$7,710,256

 

Charge-offs

 

 

(17,650)

 

 

(667,474)

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(8,764)

 

 

0

 

 

 

(693,888)

Recoveries

 

 

0

 

 

 

0

 

 

 

0

 

 

 

2,276

 

 

 

1,210

 

 

 

8,294

 

 

 

0

 

 

 

11,780

 

Provision (credit)

 

 

117,903

 

 

 

1,159,995

 

 

 

10,861

 

 

 

46,289

 

 

 

(4,671)

 

 

(19,036)

 

 

(448,841)

 

 

862,500

 

ALL ending balance

 

$1,039,300

 

 

$4,644,281

 

 

$87,589

 

 

$1,814,457

 

 

$178,553

 

 

$36,192

 

 

$90,276

 

 

$7,890,648

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALL evaluated for impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually

 

$0

 

 

$0

 

 

$0

 

 

$115,614

 

 

$0

 

 

$0

 

 

$0

 

 

$115,614

 

Collectively

 

 

1,039,300

 

 

 

4,644,281

 

 

 

87,589

 

 

 

1,698,843

 

 

 

178,553

 

 

 

36,192

 

 

 

90,276

 

 

 

7,775,034

 

Total

 

$1,039,300

 

 

$4,644,281

 

 

$87,589

 

 

$1,814,457

 

 

$178,553

 

 

$36,192

 

 

$90,276

 

 

$7,890,648

 

 

Loans evaluated for impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually

 

$222,236

 

 

$3,713,169

 

 

$0

 

 

$3,910,848

 

 

$85,691

 

 

$0

 

 

 

 

 

 

$7,931,944

 

Collectively

 

 

121,250,921

 

 

 

304,598,565

 

 

 

48,660,440

 

 

 

177,699,446

 

 

 

32,981,298

 

 

 

3,170,568

 

 

 

 

 

 

 

688,361,238

 

Total

 

$121,473,157

 

 

$308,311,734

 

 

$48,660,440

 

 

$181,610,294

 

 

$33,066,989

 

 

$3,170,568

 

 

 

 

 

 

$696,293,182

 

 

As of or for the year ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

Commercial

 

 

 

 

 

Real Estate

 

 

Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

& Industrial

 

 

Real Estate

 

 

Municipal

 

 

1st Lien

 

 

Jr Lien

 

 

Consumer

 

 

Unallocated

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALL beginning balance

 

$842,547

 

 

$3,854,153

 

 

$82,211

 

 

$1,735,304

 

 

$234,896

 

 

$60,461

 

 

$398,913

 

 

$7,208,485

 

Charge-offs

 

 

(18,847)

 

 

(22,000)

 

 

0

 

 

 

(98,704)

 

 

0

 

 

 

(87,651)

 

 

0

 

 

 

(227,202)

Recoveries

 

 

4,761

 

 

 

27,160

 

 

 

0

 

 

 

7,636

 

 

 

10,821

 

 

 

54,430

 

 

 

0

 

 

 

104,808

 

Provision (credit)

 

 

110,586

 

 

 

292,447

 

 

 

(5,483)

 

 

121,656

 

 

 

(63,703)

 

 

28,458

 

 

 

140,204

 

 

 

624,165

 

ALL ending balance

 

$939,047

 

 

$4,151,760

 

 

$76,728

 

 

$1,765,892

 

 

$182,014

 

 

$55,698

 

 

$539,117

 

 

$7,710,256

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALL evaluated for impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually

 

$0

 

 

$0

 

 

$0

 

 

$79,978

 

 

$0

 

 

$0

 

 

$0

 

 

$79,978

 

Collectively

 

 

939,047

 

 

 

4,151,760

 

 

 

76,728

 

 

 

1,685,914

 

 

 

182,014

 

 

 

55,698

 

 

 

539,117

 

 

 

7,630,278

 

Total

 

$939,047

 

 

$4,151,760

 

 

$76,728

 

 

$1,765,892

 

 

$182,014

 

 

$55,698

 

 

$539,117

 

 

$7,710,256

 

 

Loans evaluated for impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually

 

$93,362

 

 

$4,553,734

 

 

$0

 

 

$3,720,503

 

 

$88,563

 

 

$0

 

 

 

 

 

 

$8,456,162

 

Collectively

 

 

120,840,108

 

 

 

296,405,197

 

 

 

47,955,231

 

 

 

177,595,842

 

 

 

34,271,301

 

 

 

4,464,692

 

 

 

 

 

 

 

681,532,371

 

Total

 

$120,933,470

 

 

$300,958,931

 

 

$47,955,231

 

 

$181,316,345

 

 

$34,359,864

 

 

$4,464,692

 

 

 

 

 

 

$689,988,533

 

 

 
17

Table of Contents

 

As of or for the three months ended March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

Commercial

 

 

 

 

 

Real Estate

 

 

Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

& Industrial

 

 

Real Estate

 

 

Municipal

 

 

1st Lien

 

 

Jr Lien

 

 

Consumer

 

 

Unallocated

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALL beginning balance

 

$842,547

 

 

$3,854,153

 

 

$82,211

 

 

$1,735,304

 

 

$234,896

 

 

$60,461

 

 

$398,913

 

 

$7,208,485

 

Charge-offs

 

 

(18,847)

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(14,161)

 

 

0

 

 

 

(33,008)

Recoveries

 

 

4,761

 

 

 

7,000

 

 

 

0

 

 

 

1,567

 

 

 

528

 

 

 

11,458

 

 

 

0

 

 

 

25,314

 

Provision (credit)

 

 

60,170

 

 

 

(37,468)

 

 

1,320

 

 

 

(69,277)

 

 

(32,112)

 

 

(18,136)

 

 

363,000

 

 

 

267,497

 

ALL ending balance

 

$888,631

 

 

$3,823,685

 

 

$83,531

 

 

$1,667,594

 

 

$203,312

 

 

$39,622

 

 

$761,913

 

 

$7,468,288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALL evaluated for impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually

 

$0

 

 

$0

 

 

$0

 

 

$119,306

 

 

$255

 

 

$0

 

 

$0

 

 

$119,561

 

Collectively

 

 

888,631

 

 

 

3,823,685

 

 

 

83,531

 

 

 

1,548,288

 

 

 

203,058

 

 

 

39,621

 

 

 

761,913

 

 

 

7,348,727

 

Total

 

$888,631

 

 

$3,823,685

 

 

$83,531

 

 

$1,667,594

 

 

$203,313

 

 

$39,621

 

 

$761,913

 

 

$7,468,288

 

 

Loans evaluated for impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually

 

$420,974

 

 

$1,645,678

 

 

$0

 

 

$4,394,274

 

 

$143,333

 

 

$0

 

 

 

 

 

 

$6,604,259

 

Collectively

 

 

188,022,649

 

 

 

276,837,413

 

 

 

52,207,213

 

 

 

165,415,944

 

 

 

36,735,240

 

 

 

3,666,921

 

 

 

 

 

 

 

722,885,380

 

Total

 

$188,443,623

 

 

$278,483,091

 

 

$52,207,213

 

 

$169,810,218

 

 

$36,878,573

 

 

$3,666,921

 

 

 

 

 

 

$729,489,639

 

 

Impaired loans, by portfolio segment, were as follows:

 

 

 

As of March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Unpaid

 

 

 

 

 

Average

 

 

Interest

 

 

 

Recorded

 

 

Principal

 

 

Related

 

 

Recorded

 

 

Income

 

 

 

Investment(1)

 

 

Balance

 

 

Allowance

 

 

Investment(1)(2)

 

 

Recognized(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1st lien

 

$1,113,112

 

 

$1,129,082

 

 

$115,614

 

 

$907,849

 

 

$14,387

 

Jr lien

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

51

 

Total with related allowance

 

 

1,113,112

 

 

 

1,129,082

 

 

 

115,614

 

 

 

907,849

 

 

 

14,438

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

222,236

 

 

 

261,011

 

 

 

 

 

 

 

157,799

 

 

 

204

 

Commercial real estate

 

 

3,713,309

 

 

 

4,861,145

 

 

 

 

 

 

 

4,133,691

 

 

 

1,670

 

Residential real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1st lien

 

 

2,836,069

 

 

 

3,845,577

 

 

 

 

 

 

 

2,943,358

 

 

 

42,714

 

Jr lien

 

 

85,697

 

 

 

131,069

 

 

 

 

 

 

 

87,133

 

 

 

37

 

Total with no related allowance

 

 

6,857,311

 

 

 

9,098,802

 

 

 

 

 

 

 

7,321,981

 

 

 

44,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total impaired loans

 

$7,970,423

 

 

$10,227,884

 

 

$115,614

 

 

$8,229,830

 

 

$59,063

 

 

(1)

Recorded investment in impaired loans as of March 31, 2022 includes accrued interest receivable of $38,479.

(2)

For the three months ended March 31, 2022.

 

 
18

Table of Contents

 

 

 

As of December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Unpaid

 

 

 

 

 

Average

 

 

Interest

 

 

 

Recorded

 

 

Principal

 

 

Related

 

 

Recorded

 

 

Income

 

 

 

Investment(1)

 

 

Balance

 

 

Allowance

 

 

Investment(1)(2)

 

 

Recognized(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1st lien

 

$702,586

 

 

$716,118

 

 

$79,978

 

 

$858,124

 

 

$60,769

 

Jr lien

 

 

0

 

 

 

0

 

 

 

0

 

 

 

3,452

 

 

 

243

 

Total with related allowance

 

 

702,586

 

 

 

716,118

 

 

 

79,978

 

 

 

861,576

 

 

 

61,012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

93,362

 

 

 

115,414

 

 

 

 

 

 

 

290,181

 

 

 

204

 

Commercial real estate

 

 

4,554,074

 

 

 

5,108,557

 

 

 

 

 

 

 

2,747,193

 

 

 

120,996

 

Residential real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1st lien

 

 

3,050,647

 

 

 

4,076,352

 

 

 

 

 

 

 

3,331,971

 

 

 

205,514

 

Jr lien

 

 

88,570

 

 

 

132,802

 

 

 

 

 

 

 

124,803

 

 

 

186

 

Total with no related allowance

 

 

7,786,653

 

 

 

9,433,125

 

 

 

 

 

 

 

6,494,148

 

 

 

326,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total impaired loans

 

$8,489,239

 

 

$10,149,243

 

 

$79,978

 

 

$7,355,724

 

 

$387,912

 

 

(1)

Recorded investment in impaired loans as of December 31, 2021 includes accrued interest receivable and deferred net loan costs of $33,077.

(2)

For the year ended December 31, 2021.

 

 

 

As of March 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Unpaid

 

 

 

 

 

Average

 

 

Interest

 

 

 

Recorded

 

 

Principal

 

 

Related

 

 

Recorded

 

 

Income

 

 

 

Investment(1)

 

 

Balance

 

 

Allowance

 

 

Investment(1)(2)

 

 

Recognized(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1st lien

 

$1,159,129

 

 

$1,196,306

 

 

$119,306

 

 

$1,029,855

 

 

$18,650

 

Jr lien

 

 

4,466

 

 

 

4,463

 

 

 

255

 

 

 

4,622

 

 

 

117

 

Total with related allowance

 

 

1,163,595

 

 

 

1,200,769

 

 

 

119,561

 

 

 

1,034,477

 

 

 

18,767

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

420,975

 

 

 

485,396

 

 

 

 

 

 

 

417,620

 

 

 

204

 

Commercial real estate

 

 

1,645,921

 

 

 

2,103,732

 

 

 

 

 

 

 

1,794,967

 

 

 

2,044

 

Residential real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1st lien

 

 

3,269,662

 

 

 

4,132,986

 

 

 

 

 

 

 

3,529,314

 

 

 

46,958

 

Jr lien

 

 

138,870

 

 

 

180,547

 

 

 

 

 

 

 

134,574

 

 

 

0

 

Total with no related allowance

 

 

5,475,428

 

 

 

6,902,661

 

 

 

 

 

 

 

5,876,475

 

 

 

49,206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total impaired loans

 

$6,639,023

 

 

$8,103,430

 

 

$119,561

 

 

$6,910,952

 

 

$67,973

 

 

(1)

Recorded investment in impaired loans as of March 31, 2021 includes accrued interest receivable and deferred net loan costs of $34,764.

(2)

For the three months ended March 31, 2021.

 

For all loan segments, the accrual of interest is discontinued when a loan is specifically determined to be impaired or when the loan is delinquent 90 days and management believes, after considering collection efforts and other factors, that the borrower’s financial condition is such that collection of interest is considered by management to be doubtful. Any unpaid interest previously accrued on those loans is reversed from income. Interest income is generally not recognized on specific impaired loans unless the likelihood of further loss is considered by management to be remote. Interest payments received on impaired loans are generally applied as a reduction of the loan principal balance. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and a satisfactory payment performance of six or more months has occurred.

 

 
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Table of Contents

 

Credit Quality Grouping

 

In developing the ALL, management uses credit quality groupings to help evaluate trends in credit quality. The Company groups credit risk into Groups A, B and C. The manner the Company utilizes to assign risk grouping is driven by loan purpose. Commercial purpose loans are individually risk graded while the retail portion of the portfolio is generally grouped by delinquency pool.

 

Group A loans - Acceptable Risk – are loans that are expected to perform as agreed under their respective terms. Such loans carry a normal level of risk that does not require management attention beyond that warranted by the loan or loan relationship characteristics, such as loan size or relationship size. Group A loans include commercial purpose loans that are individually risk rated and retail loans that are rated by pool. Group A retail loans include performing consumer and residential real estate loans. Residential real estate loans are loans to individuals secured by 1-4 family homes, including first mortgages, home equity and home improvement loans. Loan balances fully secured by deposit accounts or that are fully guaranteed by the federal government are considered acceptable risk.

 

Group B loans – Management Involved - are loans that require greater attention than the acceptable risk loans in Group A. Characteristics of such loans may include, but are not limited to, borrowers that are experiencing negative operating trends such as reduced sales or margins, borrowers that have exposure to adverse market conditions such as increased competition or regulatory burden, or borrowers that have had unexpected or adverse changes in management. These loans have a greater likelihood of migrating to an unacceptable risk level if these characteristics are left unchecked. Group B is limited to commercial purpose loans that are individually risk rated.

 

Group C loans – Unacceptable Risk – are loans that have distinct shortcomings that require a greater degree of management attention. Examples of these shortcomings include a borrower’s inadequate capacity to service debt, poor operating performance, or insolvency. These loans are more likely to result in repayment through collateral liquidation. Group C loans range from those that are likely to sustain some loss if the shortcomings are not corrected, to those for which loss is imminent and non-accrual treatment is warranted. Group C loans include individually rated commercial purpose loans and retail loans adversely rated in accordance with the Federal Financial Institutions Examination Council’s Uniform Retail Credit Classification Policy. Group C retail loans include 1-4 family residential real estate loans and home equity loans past due 90 days or more with loan-to-value ratios greater than 60%, home equity loans 90 days or more past due where the Bank does not hold first mortgage, irrespective of loan-to-value, loans in bankruptcy where repayment is likely but not yet established, and lastly consumer loans that are 90 days or more past due.

 

Commercial purpose loan ratings are assigned by the commercial account officer; for larger and more complex commercial loans, the credit rating is a collaborative assignment by the lender and the credit analyst. The credit risk rating is based on the borrower’s expected performance, i.e., the likelihood that the borrower will be able to service its obligations in accordance with the loan terms. Credit risk ratings are meant to measure risk versus simply record history. Assessment of expected future payment performance requires consideration of numerous factors. While past performance is part of the overall evaluation, expected performance is based on an analysis of the borrower’s financial strength, and historical and projected factors such as size and financing alternatives, capacity and cash flow, balance sheet and income statement trends, the quality and timeliness of financial reporting, and the quality of the borrower’s management. Other factors influencing the credit risk rating to a lesser degree include collateral coverage and control, guarantor strength and commitment, documentation, structure and covenants and industry conditions. There are uncertainties inherent in this process.

 

Credit risk ratings are dynamic and require updating whenever relevant information is received. Risk ratings are assessed on an ongoing basis and at various points, including at delinquency or at the time of other adverse events. For larger, more complex or adversely rated loans, risk ratings are also assessed at the time of annual or periodic review. Lenders are required to make immediate disclosure to the Senior Credit Officer of any known increase in loan risk, even if considered temporary in nature.

 

 
20

Table of Contents

 

The risk ratings within the loan portfolio, by segment, as of the balance sheet dates were as follows:

 

As of March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

Residential

 

 

 

 

 

 

 

 

 

Commercial

 

 

Commercial

 

 

 

 

 

Real Estate

 

 

Real Estate

 

 

 

 

 

 

 

 

 

& Industrial

 

 

Real Estate

 

 

Municipal

 

 

1st Lien

 

 

Jr Lien

 

 

Consumer

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Group A

 

$118,322,106

 

 

$299,401,050

 

 

$48,660,440

 

 

$177,592,027

 

 

$32,631,970

 

 

$3,170,568

 

 

$679,778,161

 

Group B

 

 

579,664

 

 

 

2,422,197

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

3,001,861

 

Group C

 

 

2,571,387

 

 

 

6,488,487

 

 

 

0

 

 

 

4,018,267

 

 

 

435,019

 

 

 

0

 

 

 

13,513,160

 

Total

 

$121,473,157

 

 

$308,311,734

 

 

$48,660,440

 

 

$181,610,294

 

 

$33,066,989

 

 

$3,170,568

 

 

$696,293,182

 

 

As of December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

Residential

 

 

 

 

 

 

 

 

 

Commercial

 

 

Commercial

 

 

 

 

 

Real Estate

 

 

Real Estate

 

 

 

 

 

 

 

 

 

& Industrial

 

 

Real Estate

 

 

Municipal

 

 

1st Lien

 

 

Jr Lien

 

 

Consumer

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Group A

 

$117,607,773

 

 

$285,732,365

 

 

$47,955,231

 

 

$177,456,149

 

 

$34,166,076

 

 

$4,464,692

 

 

$667,382,286

 

Group B

 

 

693,084

 

 

 

6,550,335

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

7,243,419

 

Group C

 

 

2,632,613

 

 

 

8,676,231

 

 

 

0

 

 

 

3,860,196

 

 

 

193,788

 

 

 

0

 

 

 

15,362,828

 

Total

 

$120,933,470

 

 

$300,958,931

 

 

$47,955,231

 

 

$181,316,345

 

 

$34,359,864

 

 

$4,464,692

 

 

$689,988,533

 

 

Modifications of Loans and TDRs

 

A loan is classified as a TDR if, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession to the borrower that it would not otherwise consider.

 

The Company is deemed to have granted such a concession if it has modified a troubled loan in any of the following ways:

 

 

·

Reduced accrued interest;

 

·

Reduced the original contractual interest rate to a rate that is below the current market rate for the borrower;

 

·

Converted a variable-rate loan to a fixed-rate loan;

 

·

Extended the term of the loan beyond an insignificant delay;

 

·

Deferred or forgiven principal in an amount greater than three months of payments;

 

·

Performed a refinancing and deferred or forgiven principal on the original loan;

 

·

Capitalized protective advance to pay delinquent real estate taxes; or

 

·

Capitalized delinquent accrued interest.

 

An insignificant delay or insignificant shortfall in the amount of payments typically would not require the loan to be accounted for as a TDR. However, pursuant to regulatory guidance, any payment delay longer than three months is generally not considered insignificant. Management’s assessment of whether a concession has been granted also takes into account payments expected to be received from third parties, including third-party guarantors, provided that the third party has the ability to perform on the guarantee.

 

The Company’s TDRs are principally a result of extending loan repayment terms to relieve cash flow difficulties. The Company has only, on a limited basis, reduced interest rates for borrowers below the current market rate for the borrower. The Company has not forgiven principal or reduced accrued interest within the terms of original restructurings, nor has it converted variable rate terms to fixed rate terms. However, the Company evaluates each TDR situation on its own merits and does not foreclose the granting of any particular type of concession.

 

The Company has adopted the TDR guidance issued by the federal banking agencies in March and April 2020 regarding the treatment of certain short-term loan modifications relating to the COVID-19 pandemic (See Note 2). Under this guidance, qualifying concessions and modifications are not considered TDRs.  In total, throughout the pandemic, the Company granted short term loan concessions and/or modifications within the terms of this guidance to 595 borrowers. Of those loans, 351 remained on the books with an aggregate principal balance of $103.2 million as of March 31, 2022.

 

 

 
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Table of Contents

 

New TDRs, by portfolio segment, during the periods presented were as follows:

 

 

 

Three months ended March 31, 2022

 

 

 

 

 

 

Pre-

 

 

Post-

 

 

 

 

 

 

Modification

 

 

Modification

 

 

 

 

 

 

Outstanding

 

 

Outstanding

 

 

 

Number of

 

 

Recorded

 

 

Recorded

 

 

 

Contracts

 

 

Investment

 

 

Investment

 

 

 

 

 

 

 

 

 

 

 

Residential real estate - 1st lien

 

 

1

 

 

$292,592

 

 

$292,592

 

 

 

 

Year ended December 31, 2021

 

 

 

 

 

 

Pre-

 

 

Post-

 

 

 

 

 

 

Modification

 

 

Modification

 

 

 

 

 

 

Outstanding

 

 

Outstanding

 

 

 

Number of

 

 

Recorded

 

 

Recorded

 

 

 

Contracts

 

 

Investment

 

 

Investment

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

1

 

 

$41,751

 

 

$41,751

 

Commercial real estate

 

 

2

 

 

 

3,153,402

 

 

 

3,153,402

 

Residential real estate – 1st lien

 

 

1

 

 

 

67,007

 

 

 

67,007

 

 

 

 

4

 

 

$3,262,160

 

 

$3,262,160

 

 

 

 

Three months ended March 31, 2021

 

 

 

 

 

 

Pre-

 

 

Post-

 

 

 

 

 

 

Modification

 

 

Modification

 

 

 

 

 

 

Outstanding

 

 

Outstanding

 

 

 

Number of

 

 

Recorded

 

 

Recorded

 

 

 

Contracts

 

 

Investment

 

 

Investment

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

1

 

 

$41,751

 

 

$41,751

 

 

The TDRs for which there was a payment default during the twelve month periods presented below were as follows:

 

For the twelve months ended March 31, 2022

 

 

 

Number of

 

 

Recorded

 

 

 

Contracts

 

 

Investment

 

 

 

 

 

 

 

 

Commercial real estate

 

 

2

 

 

$2,422,965

 

 

For the twelve months ended December 31, 2021

 

 

 

Number of

 

 

Recorded

 

 

 

Contracts

 

 

Investment

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

1

 

 

$38,001

 

Commercial real estate

 

 

2

 

 

 

3,081,810

 

 

 

 

3

 

 

$3,119,811

 

 

 
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Table of Contents

 

For the twelve months ended March 31, 2021

 

 

 

Number of

 

 

Recorded

 

 

 

Contracts

 

 

Investment

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

1

 

 

$41,001

 

Residential real estate - 1st lien

 

 

1

 

 

 

162,821

 

 

 

 

2

 

 

$203,822

 

 

TDRs are treated as other impaired loans and carry individual specific reserves with respect to the calculation of the ALL. These loans are categorized as non-performing, may be past due, and are generally adversely risk rated. The TDRs that have defaulted under their restructured terms are generally in collection status and their reserve is typically calculated using the fair value of collateral method.

 

The specific allowances within the ALL related to TDRs as of the balance sheet dates are presented in the table below.

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Specific Allocation

 

$115,614

 

 

$79,978

 

 

As of the balance sheet dates, the Company evaluates whether it is contractually committed to lend additional funds to debtors with impaired, non-accrual or modified loans. The Company is contractually committed to lend on one SBA guaranteed line of credit to a borrower whose lending relationship was previously restructured.

 

Note 6. Goodwill and Other Intangible Assets

 

As a result of a merger with LyndonBank on December 31, 2007, the Company recorded goodwill amounting to $11,574,269. The goodwill is not amortizable and is not deductible for tax purposes.

 

As of December 31, 2021, the most recent evaluation, management concluded that no impairment existed. Management evaluates its goodwill intangible for impairment at least annually, or more frequently as circumstances warrant, including, as applicable, circumstances arising out of the COVID-19 pandemic, including the disruptions to the economy and increased volatility in the financial markets and related impacts on the Company’s business.

 

Note 7. Fair Value

 

Certain assets and liabilities are recorded at fair value to provide additional insight into the Company’s quality of earnings and comprehensive income. The fair values of some of these assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis, with the determination based upon applicable existing accounting pronouncements. For example, securities available-for-sale are recorded at fair value on a recurring basis. Other assets, such as MSRs, loans held-for-sale, impaired loans, and OREO are recorded at fair value on a non-recurring basis using the lower of cost or market methodology to determine impairment of individual assets. The Company groups assets and liabilities which are recorded at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement (with Level 1 considered highest and Level 3 considered lowest). A brief description of each level follows.

 

Level 1

Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as U.S. Treasury and other U.S. Government debt securities that are highly liquid and are actively traded in over-the-counter markets.

 

 

Level 2

Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes MSRs, collateral-dependent impaired loans and OREO.

 

 

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

 
23

Table of Contents

  

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

 

Debt Securities AFS: Fair value measurement is based upon quoted prices for similar assets, if available. If quoted prices are not available, fair values are measured using matrix pricing models, or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves, prepayment speeds and default rates. Level 1 securities would include U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets. Level 2 securities include federal agency securities.

 

Impaired loans: Impaired loans are reported based on one of three measures: the present value of expected future cash flows discounted at the loan’s effective interest rate; the loan’s observable market price; or the fair value of the collateral if the loan is collateral dependent. If the fair value is less than an impaired loan’s recorded investment, an impairment loss is recognized as part of the ALL. Accordingly, certain impaired loans may be subject to measurement at fair value on a non-recurring basis. Management has estimated the fair values of collateral-dependent loans using Level 2 inputs, such as the fair value of collateral based on independent third-party appraisals.

 

Loans held-for-sale: The fair value of loans held-for-sale is based upon an actual purchase and sale agreement between the Company and an independent market participant. The sale is executed within a reasonable period following quarter end at the stated fair value.

 

MSRs: MSRs represent the value associated with servicing residential mortgage loans. Servicing assets and servicing liabilities are reported using the amortization method and compared to fair value for impairment. In evaluating the carrying values of MSRs, the Company obtains third party valuations based on loan level data including note rate, and the type and term of the underlying loans. The Company classifies MSRs as non-recurring Level 2.

 

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

 

Assets measured at fair value on a recurring basis and reflected in the consolidated balance sheets at the dates presented, segregated by fair value hierarchy, are summarized below. There were no Level 3 assets or liabilities measured on a recurring basis as of the balance sheet dates presented, nor were there any transfers of assets between Levels during either 2022 or 2021.

 

 

 

March 31,

 

 

December 31,

 

Assets: (market approach)

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Level 1

 

 

 

 

 

 

U.S. Government securities

 

$37,629,399

 

 

$32,041,041

 

 

 

 

 

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

U.S. GSE debt securities

 

$11,236,384

 

 

$11,828,498

 

Taxable Municipal securities

 

 

273,677

 

 

 

298,733

 

Tax-Exempt Municipal securities

 

 

4,307,948

 

 

 

831,379

 

Agency MBS

 

 

122,940,118

 

 

 

127,132,521

 

ABS and OAS

 

 

1,828,662

 

 

 

2,214,024

 

CMO

 

 

1,306,628

 

 

 

1,420,458

 

Other investments

 

 

6,232,750

 

 

 

6,575,805

 

Level 2 Total

 

$148,126,167

 

 

$150,301,418

 

 

 

 

 

 

 

 

 

 

Grand Total

 

$185,755,566

 

 

$182,342,459

 

 

 
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Table of Contents

 

Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

 

The following table includes assets measured at fair value on a non-recurring basis that have had a fair value adjustment since their initial recognition. Impaired loans measured at fair value only include impaired loans with a partial write-down or with a related specific ALL and are presented net of the specific allowances as disclosed in Note 5. Assets measured at fair value on a non-recurring basis and reflected in the consolidated balance sheets at the dates presented, segregated by fair value hierarchy level, are summarized below. There were no Level 1 or Level 3 assets or liabilities measured on a non-recurring basis as of the balance sheet dates presented, nor were there any transfers of assets between levels during either 2022 or 2021.

 

 

 

March 31,

 

 

December 31,

 

Level 2

 

2022

 

 

2021

 

Assets: (market approach)

 

 

 

 

 

 

Impaired loans, net of related allowance

 

$1,792,892

 

 

$177,523

 

Loans held-for-sale

 

 

246,000

 

 

 

339,000

 

MSRs (1)

 

 

900,094

 

 

 

897,720

 

 

(1)

Represents MSRs at lower of cost or fair value.

 

FASB ASC Topic 825, “Financial Instruments”, requires disclosures of fair value information about financial instruments, whether or not recognized in the balance sheet, if the fair values can be reasonably determined. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques using observable inputs when available. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Topic 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

 

 
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Table of Contents

 

The estimated fair values of commitments to extend credit and letters of credit were immaterial as of the dates presented in the tables below. The estimated fair values of the Company’s financial instruments as of the balance sheet dates were as follows:

 

March 31, 2022

 

 

 

 

Fair

 

 

Fair

 

 

Fair

 

 

Fair

 

 

 

Carrying

 

 

Value

 

 

Value

 

 

Value

 

 

Value

 

 

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(Dollars in Thousands)

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$84,453

 

 

$84,453

 

 

$0

 

 

$0

 

 

$84,453

 

Debt securities AFS

 

 

185,756

 

 

 

37,630

 

 

 

148,126

 

 

 

0

 

 

 

185,756

 

Restricted equity securities

 

 

1,391

 

 

 

0

 

 

 

1,391

 

 

 

0

 

 

 

1,391

 

Loans and loans held-for-sale, net of ALL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

120,196

 

 

 

0

 

 

 

96

 

 

 

120,247

 

 

 

120,343

 

Commercial real estate

 

 

303,589

 

 

 

0

 

 

 

1,571

 

 

 

303,512

 

 

 

305,083

 

Municipal

 

 

48,566

 

 

 

0

 

 

 

0

 

 

 

48,136

 

 

 

48,136

 

Residential real estate - 1st lien

 

 

180,554

 

 

 

0

 

 

 

126

 

 

 

176,286

 

 

 

176,412

 

Residential real estate - Jr lien

 

 

32,884

 

 

 

0

 

 

 

0

 

 

 

32,865

 

 

 

32,865

 

Consumer

 

 

3,134

 

 

 

0

 

 

 

0

 

 

 

3,175

 

 

 

3,175

 

MSRs (1)

 

 

900

 

 

 

0

 

 

 

995

 

 

 

0

 

 

 

995

 

Accrued interest receivable

 

 

2,719

 

 

 

0

 

 

 

2,719

 

 

 

0

 

 

 

2,719

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other deposits

 

 

877,051

 

 

 

0

 

 

 

875,756

 

 

 

0

 

 

 

875,756

 

Brokered deposits

 

 

249

 

 

 

0

 

 

 

235

 

 

 

0

 

 

 

235

 

Long-term borrowings

 

 

1,300

 

 

 

0

 

 

 

1,112

 

 

 

0

 

 

 

1,112

 

Repurchase agreements

 

 

28,744

 

 

 

0

 

 

 

28,744

 

 

 

0

 

 

 

28,744

 

Operating lease obligations

 

 

812

 

 

 

0

 

 

 

812

 

 

 

0

 

 

 

812

 

Finance lease obligations

 

 

3,805

 

 

 

0

 

 

 

3,805

 

 

 

0

 

 

 

3,805

 

Subordinated debentures

 

 

12,887

 

 

 

0

 

 

 

12,826

 

 

 

0

 

 

 

12,826

 

Accrued interest payable

 

 

58

 

 

 

0

 

 

 

58

 

 

 

0

 

 

 

58

 

 

(1)

Reported fair value represents all MSRs for loans serviced by the Company, regardless of carrying amount.

 

 
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December 31, 2021

 

 

 

 

Fair

 

 

Fair

 

 

Fair

 

 

Fair

 

 

 

Carrying

 

 

Value

 

 

Value

 

 

Value

 

 

Value

 

 

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(Dollars in Thousands)

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$110,359

 

 

$110,359

 

 

$0

 

 

$0

 

 

$110,359

 

Debt securities AFS

 

 

182,342

 

 

 

32,041

 

 

 

150,301

 

 

 

0

 

 

 

182,342

 

Restricted equity securities

 

 

1,434

 

 

 

0

 

 

 

1,434

 

 

 

0

 

 

 

1,434

 

Loans and loans held-for-sale, net of ALL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

119,382

 

 

 

0

 

 

 

0

 

 

 

120,146

 

 

 

120,146

 

Commercial real estate

 

 

296,528

 

 

 

0

 

 

 

29

 

 

 

297,339

 

 

 

297,368

 

Municipal

 

 

47,841

 

 

 

0

 

 

 

0

 

 

 

49,419

 

 

 

49,419

 

Residential real estate - 1st lien

 

 

180,271

 

 

 

0

 

 

 

149

 

 

 

180,302

 

 

 

180,451

 

Residential real estate - Jr lien

 

 

34,151

 

 

 

0

 

 

 

0

 

 

 

34,189

 

 

 

34,189

 

Consumer

 

 

4,406

 

 

 

0

 

 

 

0

 

 

 

4,436

 

 

 

4,436

 

MSRs (1)

 

 

898

 

 

 

0

 

 

 

995

 

 

 

0

 

 

 

995

 

Accrued interest receivable

 

 

2,401

 

 

 

0

 

 

 

2,401

 

 

 

0

 

 

 

2,401

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other deposits

 

 

879,151

 

 

 

0

 

 

 

879,545

 

 

 

0

 

 

 

879,545

 

Brokered deposits

 

 

249

 

 

 

0

 

 

 

246

 

 

 

0

 

 

 

246

 

Long-term borrowings

 

 

1,300

 

 

 

0

 

 

 

1,179

 

 

 

0

 

 

 

1,179

 

Repurchase agreements

 

 

32,610

 

 

 

0

 

 

 

32,610

 

 

 

0

 

 

 

32,610

 

Operating lease obligations

 

 

864

 

 

 

0

 

 

 

864

 

 

 

0

 

 

 

864

 

Finance lease obligations

 

 

3,858

 

 

 

0

 

 

 

3,858

 

 

 

0

 

 

 

3,858

 

Subordinated debentures

 

 

12,887

 

 

 

0

 

 

 

12,868

 

 

 

0

 

 

 

12,868

 

Accrued interest payable

 

 

59

 

 

 

0

 

 

 

59

 

 

 

0

 

 

 

59

 

 

(1)

Reported fair value represents all MSRs for loans serviced by the Company, regardless of carrying amount.

 

Note 8. Loan Servicing

 

The following table shows the changes in the carrying amount of the MSRs, included in other assets in the consolidated balance sheets, for the periods indicated:

 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

March 31, 2022

 

 

December 31, 2021

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$897,720

 

 

$922,146

 

MSRs capitalized

 

 

45,304

 

 

 

147,328

 

MSRs amortized

 

 

(42,930)

 

 

(225,404)

Change in valuation allowance

 

 

0

 

 

 

53,650

 

Balance at end of period

 

$900,094

 

 

$897,720

 

 

Note 9. Legal Proceedings

 

In the normal course of business, the Company is involved in litigation that is considered incidental to its business. Management does not expect that any such litigation will be material to the Company’s consolidated financial condition or results of operations.

 

Note 10. Subsequent Events

 

The Company has evaluated events and transactions through the date that the financial statements were issued for potential recognition or disclosure in these financial statements, as required by GAAP. On March 16, 2022, the Company’s Board declared a cash dividend of $0.23 per common share, payable May 1, 2022 to shareholders of record as of April 15, 2022. This dividend has been recorded in the Company’s consolidated financial statements as of the declaration date, including shares issuable under the DRIP.

 

 
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Table of Contents

 

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

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Period Ended March 31, 2022

 

The following discussion analyzes the consolidated financial condition of Community Bancorp. and its wholly-owned subsidiary, Community National Bank, as of March 31, 2022 and December 31, 2021, and its consolidated results of operations for the three-month interim period and one year period presented. The Company is considered a “smaller reporting company” and a “non-accelerated filer” under the disclosure rules of the SEC. Accordingly, the Company has elected to provide its audited statements of income, comprehensive income, cash flows and changes in shareholders’ equity for a two year, rather than a three year, period and intends to provide smaller reporting company scaled disclosures where management deems it appropriate.

 

The following discussion should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in its 2021 Annual Report on Form 10-K filed with the SEC. Please refer to Note 1 in the accompanying audited consolidated financial statements for a listing of acronyms and defined terms used throughout the following discussion.

 

FORWARD-LOOKING STATEMENTS

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the results of operations, financial condition and business of the Company and its subsidiary. Words used in the discussion below such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects”, “plans,” “assumes”, “predicts,” “may”, “might”, “will”, “could”, “should” and similar expressions, indicate that management of the Company is making forward-looking statements.

 

Forward-looking statements are not guarantees of future performance. They necessarily involve risks, uncertainties and assumptions. Examples of forward looking statements included in this discussion include, but are not limited to, statements regarding the potential effects of the COVID-19 pandemic on our business, financial condition, results of operations and prospects; the estimated contingent liability related to assumptions made within the asset/liability management process; management’s expectations as to the future interest rate environment and the Company’s related liquidity level; credit risk expectations relating to the Company’s loan portfolio; and management’s general outlook for the future performance of the Company or the local or national economy. Although forward-looking statements are based on management’s expectations and estimates as of the date they are made, many of the factors that could influence or determine actual results are unpredictable and not within the Company’s control.

 

Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include, among others, the following possibilities:

 

 

·

general economic or business conditions, either nationally, regionally or locally, deteriorate, resulting in a decline in credit quality or a diminished demand for the Company’s products and services;

 

·

competitive pressures increase among financial service providers in the Company’s northern New England market area or in the financial services industry generally, including competitive pressures from non-bank financial service providers, from increasing consolidation and integration of financial service providers, and from changes in technology and delivery systems;

 

·

interest rates change in such a way as to negatively affect the Company’s net income, asset valuations or margins;

 

·

changes in laws or government rules, including the rules of the federal Consumer Financial Protection Bureau, or the way in which courts or government agencies interpret or implement those laws or rules, increase our costs of doing business, causing us to limit or change our product offerings or pricing, or otherwise adversely affect the Company’s business;

 

·

changes in federal or state tax laws or policy;

 

·

changes in the level of nonperforming assets and charge-offs;

 

·

changes in applicable accounting policies, practices and standards, including, without limitation, implementation of pending changes to the measurement of credit losses in financial statements under U.S. GAAP pursuant to the CECL model;

 

·

changes in consumer and business spending, borrowing and savings habits;

 

·

reductions in deposit levels, which necessitate increased borrowings to fund loans and investments;

 

·

the geographic concentration of the Company’s loan portfolio and deposit base;

 

·

losses due to the fraudulent or negligent conduct of third parties, including the Company’s service providers, customers and employees;

 

 
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Table of Contents

 

 

·

cybersecurity risks could adversely affect the Company’s business, financial performance or reputation and could result in financial liability for losses incurred by customers or others due to data breaches or other compromise of the Company’s information security systems;

 

·

higher-than-expected costs are incurred relating to information technology or difficulties arise in implementing technological enhancements;

 

·

management’s risk management measures may not be completely effective;

 

·

changes in the United States monetary and fiscal policies, including the interest rate policies of the FRB and its regulation of the money supply;

 

·

adverse changes in the credit rating of U.S. government debt;

 

·

the planned phase out of three month LIBOR by June 30, 2023, which could adversely affect the Company’s interest costs in future periods on its $12,887,000 in principal amount of Junior Subordinated Debentures due December 12, 2037, which currently bear interest at a variable rate, adjusted quarterly, equal to 3-month LIBOR, plus 2.85%;

 

·

continuing the effects of COVID-19 and emerging variants of the virus on our Company, the communities where we have branches and loan production offices, the State of Vermont and the national and global economies and overall stability of the financial markets;

 

·

the continuing effects of government and regulatory responses to the COVID-19 pandemic;

 

·

operational and internal system failures due to changes in normal business practices, including remote working for Company staff;

 

·

increased cybercrime and payment system risk due to increase usage by customers of online and other remote banking channels;

 

·

the impact of inflation on the Company’s customers and on its financial results and performance; and

 

·

the ongoing challenges to find qualified workers to maintain a stable workforce.

 

Readers are cautioned not to place undue reliance on such statements as they speak only as of the date they are made. The Company does not undertake, and disclaims any obligation, to revise or update any forward-looking statements to reflect the occurrence or anticipated occurrence of events or circumstances after the date of this Report, except as required by applicable law. The Company claims the protection of the safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995.

 

NON-GAAP FINANCIAL MEASURES

 

Under SEC Regulation G, public companies making disclosures containing financial measures that are not in accordance with GAAP must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure. The SEC has exempted from the definition of non-GAAP financial measures certain commonly used financial measures that are not based on GAAP. However, three non-GAAP financial measures commonly used by financial institutions, namely tax-equivalent net interest income and tax-equivalent net interest margin (as presented in the tables in the section labeled Interest Income Versus Interest Expense (NII)) and core earnings (as defined and discussed in the Results of Operations section), have not been specifically exempted by the SEC, and may therefore constitute non-GAAP financial measures under Regulation G. We are unable to state with certainty whether the SEC would regard those measures as subject to Regulation G.

 

Management believes that these non-GAAP financial measures are useful in evaluating the Company’s financial performance and facilitate comparisons with the performance of other financial institutions. However, that information should be considered supplemental in nature and not as a substitute for related financial information prepared in accordance with GAAP.

 

OVERVIEW

 

The Company’s consolidated assets on March 31, 2022 were $1,005,190,870 compared to $1,019,105,799 at December 31, 2021, a decrease of 1.4%. Significant changes in the asset base were a decrease of $25.9 million, or 23.5%, in cash and cash equivalents, which was partially offset by an increase in net loans of $6.4 million, or 0.9%, and an increase in the available for sale investment portfolio of $3.4 million. The decrease in cash also reflects deposit runoff, primarily in business and municipal accounts, in the first quarter. The increase in the loan portfolio was primarily attributable to an increase of $7.8 million in commercial & industrial loans and $6.1 million in CRE loans, which was partially offset by a $7.0 million decrease in PPP loan balances.

 

Total deposits on March 31, 2022 were $877,300,445 compared to $879,399,953 on December 31, 2021, a decrease of $2.1 million, or 0.2%, reflecting the combined effect of decreases in core deposits (demand deposit accounts, non-interest bearing) of $5.8 million, or 2.8%, and a decrease in interest-bearing transaction accounts of $7.1 million, or 2.7%, partially offset by an increase in money market funds totaling $1.0 million, or 0.8%, and an increase in savings accounts of $9.6 million, or 5.7%.

 

 
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Table of Contents

 

Consolidated net income for the first three months of 2022 decreased $620,159, or 20.5% compared to the same period in 2021. A $927,248 decrease in the amortization of PPP loan processing fees from the SBA was partially offset by an increase of $407,954 in investment income from the Company’s debt securities portfolio and adjustments to interest income totaling $177,000, which is primarily from loans coming out of non-accrual status. Also contributing to the offset was a decrease of $54,257 in interest expense on savings and money market deposits, and a decrease of $103,849 in interest expense from time deposits. These changes and other significant changes are discussed in the appropriate income sections of this MD&A.

 

Total interest income decreased $365,364, or 4.2%, year over year, due to the changes discussed in the previous paragraph related to PPP loan processing fees and investment and loan income. The investment portfolio has increased considerably year over year accounting for the increase in investment income. The amortization of the SBA PPP fees was $295,769 for the first three months of 2022, compared to $1.2 million for the same period in 2021. Those processing fees represented 73.2% and 92.9%, respectively, of the total of fees on loans of $404,326 for the first three months of 2022, and $1.3 million for the first three months of 2021.

 

Total interest expense decreased $161,106, or 18.9%, for the first three months of 2022 compared to the same period in 2021. A decrease in time deposits year over year is a contributing factor to the decrease in interest expense, as well as the prolonged low interest rate environment that prevailed throughout 2021 and most of the first quarter of 2022. Please refer to the interest rate sensitivity discussion in the Interest Rate Risk and Asset and Liability Management section for more information on the impact that the actions of the FRB’s FOMC in regulating interest rates, and changes in the yield curve could have on net interest income.

 

The provision for loan losses for the first quarter of 2022 was $862,500 compared to $267,497 for the same quarter of 2021, resulting in an increase of $595,003, or 222.4%, between periods. This increase to the provision was driven primarily by a write-down on a non-performing CRE loan totaling $667,474 during March 2022. Please refer to the ALL and provisions discussion in the Credit Risk section for more information.

 

Equity capital decreased to $77.4 million, with a book value per share of $14.08 as of March 31, 2022, compared to equity capital of $84.8 million and a book value of $15.48 as of December 31, 2021. This decrease in equity is directly related to the increase of unrealized losses in the investment portfolio, reflecting rising bond rates, which resulted in an increase of $8,744,637, net of tax, in the accumulated other comprehensive loss in the shareholders’ equity portion of the balance sheet. This position is considered temporary and does not impact the Company’s regulatory capital ratios.

 

On March 16, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.23 per common share, payable on May 1, 2022 to shareholders of record on April 15, 2022.

 

As of March 31, 2022, all of the Company’s capital ratios, and those of our subsidiary Bank, were in excess of applicable regulatory requirements. While we believe that we have sufficient capital to withstand an economic downturn from any headwinds related to inflation or recessionary periods, should one occur, our equity capital and regulatory capital ratios could be adversely impacted, including as a result of credit losses and other adverse impacts of the pandemic or government monetary policy.

 

CRITICAL ACCOUNTING POLICIES

 

The Company’s consolidated financial statements are prepared according to U.S. GAAP. The preparation of such financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities in the consolidated financial statements and related notes. The SEC has defined a company’s critical accounting policies as those that are most important to the portrayal of the Company’s financial condition and results of operations, and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Because of the significance of these estimates and assumptions, there is a high likelihood that materially different amounts would be reported for the Company under different conditions or using different assumptions or estimates. Management evaluates on an ongoing basis its judgment as to which policies are considered to be critical.

 

The Company’s critical accounting policies govern:

 

 

·

the ALL;

 

·

OREO;

 

·

OTTI of debt securities;

 

·

valuation of residential MSRs; and

 

·

the carrying value of goodwill.

 

These policies are described in the Company’s 2021 Annual Report on Form 10-K in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” and in Note 1 (Significant Accounting Policies) to the audited consolidated financial statements. There were no material changes during the first three months of 2022 in the Company’s critical accounting policies.

 

 
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Table of Contents

 

RESULTS OF OPERATIONS

 

Net income for the first three months of 2022 was $2,405,542 or $0.44 per common share, compared to $3,025,701 or $0.57 per common share for the same period of 2021. Core earnings (NII) for the first three months of 2022 were $7.6 million compared to $7.8 million for the same period in 2021. As noted in the Overview, the decrease year over year is attributable to a decrease in the amortization of fees from administering PPP loans. Over the past year, the portfolio of PPP loans has decreased, as these loans are forgiven and paid in full by the SBA. The PPP loan portfolio balance decreased from $92.6 million at the end of February 2021 to $12.2 million at December 31, 2021 and then to $5.1 million as of March 31, 2022. As these loans are paid in full, the unamortized fees are taken to income, resulting in a decrease in income year over year. Interest paid on deposits, which is the major component of total interest expense, decreased $153,284, or 21.7% in 2022, driven in part by a decrease in time deposits.

 

Return on average assets, which is net income divided by average total assets, measures how effectively a corporation uses its assets to produce earnings. Return on average equity, which is net income divided by average shareholders’ equity, measures how effectively a corporation uses its equity capital to produce earnings.

 

The following tables show these ratios annualized, as well as other equity ratios, for the comparison periods presented.

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Return on average assets

 

 

0.97%

 

 

1.33%

Return on average equity

 

 

11.76%

 

 

15.75%

Dividend payout ratio (1)

 

 

52.27%

 

 

38.60%

Average equity to average assets

 

 

8.24%

 

 

8.48%

 

(1)

Dividends declared per common share divided by earnings per common share.

 

INTEREST INCOME VERSUS INTEREST EXPENSE (NET INTEREST INCOME)

 

The largest component of the Company’s operating income is NII, which is the difference between interest earned on loans and investments and the interest paid on deposits and other sources of funds (i.e., borrowings). The Company’s level of net interest income can fluctuate over time due to changes in the level and mix of earning assets and sources of funds (volume), and changes in the yield earned and costs of funds (rate). A portion of the Company’s income from loans to local municipalities is not subject to income taxes. Because the proportion of tax-exempt items in the Company’s balance sheet varies from year-to-year, to improve comparability of information, the non-taxable income shown in the tables below has been converted to a tax equivalent basis. The Company’s corporate tax rate is 21%; therefore, to equalize tax-free and taxable income in the comparison, we divide the tax-free income by 79%, with the result that every tax-free dollar is equivalent to $1.27 in taxable income for the periods presented.

 

The Company’s tax-exempt interest income of $236,043 and $258,761 for the three months ended March 31, 2022 and 2021, respectively, was derived from loans to local municipalities of $48.7 million and $52.2 million, and tax-exempt municipal investments of $2.2 million and $0, at March 31, 2022 and 2021, respectively.

 

The following tables show the reconciliation between reported NII and tax equivalent NII for the comparison periods presented.

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Net interest income as presented

 

$7,558,230

 

 

$7,762,488

 

Effect of tax-exempt income

 

 

62,745

 

 

 

68,785

 

Net interest income, tax equivalent

 

$7,620,975

 

 

$7,831,273

 

 

 
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The following tables present the daily average interest-earning assets and the daily average interest-bearing liabilities supporting earning assets for the respective comparison periods. Interest income (excluding interest on non-accrual loans) is expressed on a tax equivalent basis, both in dollars and as a rate/yield for the comparison periods presented.

 

 

 

Three Months Ended March 31,

 

 

 

 

 

2022

 

 

 

 

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

Average

 

 

 

 Average

 

 

Income/

 

 

Rate/

 

 

 Average

 

 

Income/

 

 

Rate/

 

 

 

Balance

 

 

Expense

 

 

Yield

 

 

Balance

 

 

Expense

 

 

Yield

 

Interest-Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$693,001,033

 

 

$7,547,035

 

 

 

4.42%

 

$720,584,311

 

 

$8,322,081

 

 

 

4.68%

Taxable investment securities

 

 

185,794,633

 

 

 

656,277

 

 

 

1.43%

 

 

71,633,125

 

 

 

265,112

 

 

 

1.50%

Tax-exempt investment securities

 

 

2,232,280

 

 

 

13,859

 

 

 

2.52%

 

 

0

 

 

 

0

 

 

 

0.00%

Sweep and interest-earning accounts

 

 

69,778,429

 

 

 

80,660

 

 

 

0.47%

 

 

79,995,338

 

 

 

87,883

 

 

 

0.45%

Other investments (2)

 

 

1,779,400

 

 

 

16,460

 

 

 

3.75%

 

 

1,833,550

 

 

 

10,619

 

 

 

2.35%

Total

 

$952,585,775

 

 

$8,314,291

 

 

 

3.54%

 

$874,046,324

 

 

$8,685,695

 

 

 

4.03%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing transaction accounts

 

$258,739,985

 

 

$160,078

 

 

 

0.25%

 

$214,680,380

 

 

$146,518

 

 

 

0.28%

Money market funds

 

 

130,743,524

 

 

 

127,680

 

 

 

0.40%

 

 

120,918,163

 

 

 

168,105

 

 

 

0.56%

Savings deposits

 

 

173,158,450

 

 

 

23,440

 

 

 

0.05%

 

 

144,612,956

 

 

 

37,273

 

 

 

0.10%

Time deposits

 

 

106,635,720

 

 

 

240,761

 

 

 

0.92%

 

 

111,327,106

 

 

 

353,348

 

 

 

1.29%

Borrowed funds

 

 

1,301,144

 

 

 

2

 

 

 

0.00%

 

 

2,530,789

 

 

 

12

 

 

 

0.00%

Repurchase agreements

 

 

28,847,413

 

 

 

21,040

 

 

 

0.30%

 

 

37,312,342

 

 

 

35,442

 

 

 

0.39%

Finance lease obligations

 

 

3,823,091

 

 

 

21,963

 

 

 

2.30%

 

 

1,679,688

 

 

 

14,929

 

 

 

3.56%

Junior subordinated debentures

 

 

12,887,000

 

 

 

98,352

 

 

 

3.10%

 

 

12,887,000

 

 

 

98,795

 

 

 

3.11%

Total

 

$716,136,327

 

 

$693,316

 

 

 

0.39%

 

$645,948,424

 

 

$854,422

 

 

 

0.54%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$7,620,975

 

 

 

 

 

 

 

 

 

 

$7,831,273

 

 

 

 

 

Net interest spread (3)

 

 

 

 

 

 

 

 

 

 

3.15%

 

 

 

 

 

 

 

 

 

 

3.49%

Net interest margin (4)

 

 

 

 

 

 

 

 

 

 

3.24%

 

 

 

 

 

 

 

 

 

 

3.63%

 

 

(1)

Included in gross loans are non-accrual loans with average balances of $5,736,827 and $4,087,346 for the three months ended March 31, 2022 and 2021, respectively. Loans are stated before deduction of unearned discount and ALL, less loans held-for-sale and include tax-exempt loans to local municipalities with average balances of $49,022,025 and $52,232,117 for the three months ended March 31, 2022 and 2021, respectively.

 

 

 

 

(2)

Included in other investments is the Company’s FHLBB Stock with average balances of $714,250 and $768,400, respectively, with a dividend rate of approximately 2.66% and 1.54%, respectively, for the three months ended March 31, 2022 and 2021, respectively.

 

 

 

 

(3)

Net interest spread is the difference between the average yield on average interest-earning assets and the average rate paid on average interest-bearing liabilities.

 

 

 

 

(4)

Net interest margin is net interest income divided by average earning assets.

 

The average volume of interest-earning assets for the three-month period ended March 31, 2022 increased 9.0% compared to the three-month period ended March 31, 2021. The average yield on interest-earning assets decreased 49 basis points for 2022 versus 2021.

 

The average volume of loans decreased 3.8% for the first three months of 2022 versus the same period in 2021, and the average yield on loans decreased 26 basis points to 4.42% for 2022 compared to 4.68% for 2021. The decrease in the yield in 2022 was due primarily to the decrease in PPP fees year over year as discussed in the Overview. The decrease in the average volume of loans is attributable to the forgiveness and payoff of PPP loans by the SBA between periods. Interest earned on the loan portfolio as a percentage of total interest income decreased to 90.8% for the first three months of 2022, compared to 95.8% for the same period in 2021.

 

 
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Table of Contents

 

The average volume of the taxable investment portfolio (classified as AFS) increased 159.4% for the three-month period ended March 31, 2022 compared the same period last year, while the average yield decreased seven basis points. The increase in average volume is due primarily to management’s effort to continue to grow the investment portfolio incrementally as the balance sheet grows in order to provide additional liquidity and pledge quality assets.

 

The average volume of the tax-exempt investment portfolio (classified as AFS) for the three-month period ended March 31, 2022 was $2.2 million, with a tax equivalent yield of 2.52%. The Company began investing in these tax-exempt bonds during December 2021.

 

The average volume of sweep and interest-earning accounts, which consists primarily of an interest-bearing account at the FRBB, decreased 12.8% for the three-month ended March 31, 2022 compared to the same period in 2021. This decrease in volume is attributable to a need to fund investment and loan growth and also to a decrease in customer deposit accounts. The average yield on these funds increased two basis points during the first three months of 2022 versus the same period in 2021.

 

The average volume of interest-bearing liabilities for the three-month period ended March 31, 2022 increased 10.9% compared to the same period in 2021. The average rate paid on interest-bearing liabilities decreased 15 basis points during 2022 compared to 2021. Although year to date volume shows an overall decrease in deposit accounts, most of the funds deposited through PPP loan proceeds and stimulus funds remained on deposit throughout 2021.

 

The average volume of interest-bearing transaction accounts increased 20.5% during the three-month period ended March 31, 2022 compared to the same period of 2021, reflecting strong deposit growth throughout 2021. The average rate paid on these accounts decreased three basis points between comparison periods.

 

The average volume of money market accounts increased 8.1% during the three-month period ended March 31, 2022 compared to the same period of 2021, while the average rate paid on these deposits decreased 16 basis points.

 

The average volume of savings accounts increased 19.7% for the three-month period ended March 31, 2022 compared to the same period in 2021, while the average rate paid on these accounts decreased five basis points.

 

The average volume of time deposits decreased 4.2% during the three-month period ended March 31, 2022 compared to the same period in 2021, and the average rate paid decreased 37 basis points. Interest paid on time deposits as a percentage of total interest expense was 34.7% and 41.4%, respectively for the three-month periods ended March 31, 2022 and 2021. The decrease in the average volume of time deposits between periods reflects the maturity of brokered deposits in January and April of 2021 that had not been replaced as of March 31, 2022. Management still considers the brokered deposit market to be a beneficial source of funding to help smooth out the fluctuations in core deposit balances without the need to disrupt deposit pricing in the Company’s local markets. These funds can be obtained relatively quickly on an as-needed basis, making them a valuable alternative to traditional term borrowings from the FHLBB. Refer to the “Liquidity and Capital Resources” section for more discussion on this topic.

 

The average volume of borrowed funds decreased $1.2 million, or 48.6% for the three-month period ended March 31, 2022 compared to the same period in 2021 and, for both periods, consisted of only JNE funds at zero percent interest.

 

The average volume of repurchase agreements decreased 22.7% for the three-month period ended March 31, 2022 compared to the same period in 2021 and the average rate paid decreased nine basis points.

 

In summary, between the three-month periods ended March 31, 2022 and 2021, the average yield on interest-earning assets decreased 49 basis points and the average rate paid on interest-bearing liabilities decreased 15 basis points. Net interest spread decreased 34 basis points for the three-month period of 2022 versus 2021 and net interest margin decreased 39 basis points between periods.

 

 
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Table of Contents

 

The following table summarizes the variances in interest income and interest expense on a fully tax-equivalent basis for the interim periods presented for 2022 and 2021 resulting from volume changes in daily average assets and daily average liabilities and fluctuations in average rates earned and paid.

 

 

 

Three Months Ended March 31,

 

 

 

Variance

 

 

Variance

 

 

 

 

 

 

Due to

 

 

Due to

 

 

Total

 

 

 

Rate (1)

 

 

Volume (1)

 

 

Variance

 

 

 

 

 

 

 

 

 

 

 

Average Interest-Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$(474,426)

 

$(300,620)

 

$(775,046)

Taxable investment securities

 

 

(31,076)

 

 

422,241

 

 

 

391,165

 

Tax-exempt investment securities

 

 

13,859

 

 

 

0

 

 

 

13,859

 

Sweep and interest-earning accounts

 

 

4,617

 

 

 

(11,840)

 

 

(7,223)

Other investments

 

 

6,342

 

 

 

(501)

 

 

5,841

 

Total

 

$(480,684)

 

$109,280

 

 

$(371,404)

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing transaction accounts

 

$(16,859)

 

$30,419

 

 

$13,560

 

Money market funds

 

 

(53,992)

 

 

13,567

 

 

 

(40,425)

Savings deposits

 

 

(20,872)

 

 

7,039

 

 

 

(13,833)

Time deposits

 

 

(101,945)

 

 

(10,642)

 

 

(112,587)

Borrowed funds

 

 

(10)

 

 

0

 

 

 

(10)

Repurchase agreements

 

 

(8,140)

 

 

(6,262)

 

 

(14,402)

Finance lease obligations

 

 

(11,781)

 

 

18,815

 

 

 

7,034

 

Junior subordinated debentures

 

 

(443)

 

 

0

 

 

 

(443)

Total

 

$(214,042)

 

$52,936

 

 

$(161,106)

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in net interest income

 

$(266,642)

 

$56,344

 

 

$(210,298)

 

(1)

Items which have shown a year-to-year increase in volume have variances allocated as follows:

 

Variance due to rate = Change in rate x new volume

 

Variance due to volume = Change in volume x old rate

 

Items which have shown a year-to-year decrease in volume have variances allocated as follows:

 

Variance due to rate = Change in rate x old volume

 

Variances due to volume = Change in volume x new rate

 

 
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Table of Contents

 

NON-INTEREST INCOME AND NON-INTEREST EXPENSE

 

Non-interest Income

 

The components of non-interest income for the periods presented were as follows:

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

March 31,

 

 

Change

 

 

 

2022

 

 

2021

 

 

Income

 

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service fees

 

$862,887

 

 

$788,623

 

 

$74,264

 

 

 

9.42%

Income from sold loans

 

 

203,842

 

 

 

185,006

 

 

 

18,836

 

 

 

10.18%

Other income from loans

 

 

271,260

 

 

 

183,274

 

 

 

87,986

 

 

 

48.01%

Other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from CFS Partners

 

 

225,870

 

 

 

306,986

 

 

 

(81,116)

 

 

-26.42%

Other miscellaneous income

 

 

122,570

 

 

 

108,342

 

 

 

14,228

 

 

 

13.13%

Total non-interest income

 

$1,686,429

 

 

$1,572,231

 

 

$114,198

 

 

 

7.26%

 

Total non-interest income increased $114,198, or 7.3%, for the first three months of 2022 compared to the same period in 2021, with significant changes noted in the following:

 

 

·

The increase in service fees during the comparison period is mostly due to an increase in interchange income of $21,686, or 5% and overdraft charges of $53,280, or 29.3%, year over year.

 

 

 

 

·

The increase in income from sold loans is due to a higher volume of loans sold into the secondary market during the first three months of 2022 versus 2021.

 

 

 

 

·

An increase in CRE loan volume in 2022 resulted in a significant increase in documentation fees collected at origination, accounting for the increase in other income from loans when comparing the two periods.

 

 

 

 

·

Income from CFS Partners decreased between periods due in part to the impact of mark-to-market adjustments to CFS Partners equity portfolio during the first two months of 2022. The capital markets rebounded during March, but not enough to offset the decrease during the first two months.

 

 

 

 

·

Included in Other miscellaneous income for the first three months of 2022 is income totaling $23,400 associated with a renegotiated contract with the Company’s check printing vendor.

 

 
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Table of Contents

 

Non-interest Expense

 

The components of non-interest expense for the periods presented were as follows:

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

March 31,

 

 

Change

 

 

 

2022

 

 

2021

 

 

Expense

 

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and wages

 

$2,040,000

 

 

$1,975,003

 

 

$64,997

 

 

 

3.29%

Employee benefits

 

 

772,052

 

 

 

831,210

 

 

 

(59,158)

 

 

-7.12%

Occupancy expenses, net

 

 

753,364

 

 

 

744,720

 

 

 

8,644

 

 

 

1.16%

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors Fees

 

 

143,857

 

 

 

129,104

 

 

 

14,753

 

 

 

11.43%

Telephone expense

 

 

34,571

 

 

 

32,125

 

 

 

2,446

 

 

 

7.61%

Audit fees

 

 

100,728

 

 

 

89,232

 

 

 

11,496

 

 

 

12.88%

Consultant services

 

 

64,887

 

 

 

78,789

 

 

 

(13,902)

 

 

-17.64%

FDIC insurance

 

 

89,984

 

 

 

82,857

 

 

 

7,127

 

 

 

8.60%

Collection & non-accruing loan expense

 

 

36,000

 

 

 

11,600

 

 

 

24,400

 

 

 

210.34%

ATM fees

 

 

140,890

 

 

 

128,946

 

 

 

11,944

 

 

 

9.26%

Electronic banking expense

 

 

67,578

 

 

 

52,382

 

 

 

15,196

 

 

 

29.01%

State deposit tax

 

 

240,478

 

 

 

206,933

 

 

 

33,545

 

 

 

16.21%

Other miscellaneous expenses

 

 

969,199

 

 

 

1,002,150

 

 

 

(32,951)

 

 

-3.29%

Total non-interest expense

 

$5,453,588

 

 

$5,365,051

 

 

$88,537

 

 

 

1.65%

 

Total non-interest expense increased $88,537, or 1.7%, for the first three months of 2022 compared to the same period in 2021, with significant changes noted in the following:

 

 

·

The increase in salaries and wages is due to normal salary increases.

 

 

 

 

·

The decrease in employee benefits in was attributable to a decrease in health insurance claims year over year.

 

 

 

 

·

The increase in directors’ fees is attributable to a change to the Director’s fee schedule as well as an additional Director for 2022 whose quarterly compensation totaled $10,056.

 

 

 

 

·

Telephone expense increased due to a one-time fee charged in February 2022.

 

 

 

 

·

An increase was budgeted for audit fees in anticipation of increased audit services due to the Company surpassing the $1.0 billion asset size.

 

 

 

 

·

The decrease in consultant services year over year is attributable in part to recruitment of a senior management position in 2021.

 

 

 

 

·

FDIC insurance increased due primarily to an increase in assets as well as an increase in the assessment multiplier year over year.

 

 

 

 

·

Collection & non-accruing loan expense is higher year over year due to expenses associated with a commercial property in the Company’s non-accruing loan portfolio.

 

 

 

 

·

ATM fees increased due to the ongoing cost to support the upgraded and enhanced technology utilized for deposit automation. The use of deposit automation replaces a manual process for required monitoring of cash deposits as well as providing fraud detection measures at ATMs.

 

 

 

 

·

State deposit tax increased year over year due primarily to the increase in deposits throughout 2021. The calculation is based on an average of month-end deposit totals over a 12 month period.

 

 

 

 

·

The components of other miscellaneous expense are made up of several categories including outsourcing expense and service contracts – administration, but none with changes year over year greater than 5%.

 

 
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Table of Contents

 

APPLICABLE INCOME TAXES

 

The provision for income taxes decreased $153,441, or 22.7%, for the first three months of 2022 compared to the same period in 2021 and is proportional to the decrease in income before income taxes totaling $773,600 year over year. Tax credits related to limited partnership investments amounted to $96,237 and $117,015, respectively, for the first three months of 2022 and 2021.

 

Amortization expense related to limited partnership investments is included as a component of income tax expense and amounted to $67,092 and $90,762, respectively, for the first three months of 2022 and 2021. These investments provide tax benefits, including tax credits, and are designed to provide a targeted effective annual yield between 7% and 10%.

 

CHANGES IN FINANCIAL CONDITION

 

The following table reflects the composition of the Company’s major categories of assets and liabilities as a percentage of total assets or liabilities and shareholders’ equity, as the case may be, as of the balance sheet dates:

 

 

 

March 31, 2022

 

 

December 31, 2021

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$696,293,182

 

 

 

69.27%

 

$689,988,533

 

 

 

67.71%

AFS securities

 

 

185,755,566

 

 

 

18.48%

 

 

182,342,459

 

 

 

17.89%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

203,661,459

 

 

 

20.26%

 

 

209,465,151

 

 

 

20.55%

Interest-bearing transaction accounts

 

 

258,401,561

 

 

 

25.71%

 

 

265,513,937

 

 

 

26.05%

Money market funds

 

 

130,731,075

 

 

 

13.01%

 

 

129,728,954

 

 

 

12.73%

Savings deposits

 

 

177,994,875

 

 

 

17.71%

 

 

168,390,905

 

 

 

16.52%

Time deposits

 

 

106,511,475

 

 

 

10.60%

 

 

106,301,006

 

 

 

10.43%

Long-term advances

 

 

1,300,000

 

 

 

0.13%

 

 

1,300,000

 

 

 

0.13%

 

The following table reflects the changes in the composition of the Company’s major categories of assets and liabilities between the balance sheet dates, as disclosed in the table above:

 

 

 

Change in Volume

 

 

Percentage Change

 

Assets

 

 

 

 

 

 

Loans

 

$6,304,649

 

 

 

0.91%

AFS securities

 

 

3,413,107

 

 

 

1.87%

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Demand deposits

 

 

(5,803,692)

 

 

-2.77%

Interest-bearing transaction accounts

 

 

(7,112,376)

 

 

-2.68%

Money market funds

 

 

1,002,121

 

 

 

0.77%

Savings deposits

 

 

9,603,970

 

 

 

5.70%

Time deposits

 

 

210,469

 

 

 

0.20%

 

The increase in the loan portfolio during the first three months of 2022 was attributable to increases totaling $13.9 million in commercial & industrial and CRE loans, which was partially offset by payoffs of certain PPP loans through SBA’s forgiveness program totaling $7.0 million. The SBA PPP program ended during the second quarter of 2021, so this portfolio will continue to decrease throughout the remainder of 2022 either through pay downs or payoffs initiated on behalf of SBA’s forgiveness program, or by regular amortization as borrowers begin to make scheduled monthly payments.

 

The increase in the securities AFS portfolio is attributable to the purchase of $19.1 million in securities AFS during the first three months of 2022, consisting of $7.2 million in US Treasuries, $3.8 million in Tax-exempt municipal bonds, and $8.1 million in MBS. These purchases were reduced in part by maturities and calls exercised amounting to $291,500, as well as principal payments on MBS totaling $4.2 million, and by an increase of $11.1 million in unrealized losses arising during the first quarter of 2022 and reflected in OCI. In management’s view, the size of the securities AFS portfolio is appropriate and proportional to the overall asset base, as this portfolio serves an important role in the Company’s liquidity position.

 

 
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Most of the fluctuation in demand deposits is due to a decrease during the first quarter of 2022 in business checking accounts of $7.1 million, or 4.4%, which the Company believes primarily reflects the outflow of funds as customers are starting to spend some of the funds generated through the PPP loans. The decrease in interest-bearing transaction accounts consists of a decrease of $10.8 million, or 25.7%, in municipal deposit accounts, as well as a decrease of $6.1 million, or 8.6%, in ICS deposit accounts, which was partially offset by an increase of $8.1 million, or 7.0%, in consumer interest-bearing transaction accounts. The increase in savings deposits of $9.6 million, or 5.7%, is likely attributable in part to parked funds as customers await more favorable rates for time deposits, as well as deposits of stimulus payments and tax credits from the U.S. Government.

 

Interest Rate Risk and Asset and Liability Management - Management actively monitors and manages the Company’s interest rate risk exposure and attempts to structure the balance sheet to maximize net interest income while controlling its exposure to interest rate risk. The Company’s ALCO is made up of the Executive Officers and certain Vice Presidents of the Bank representing major business lines. The ALCO formulates strategies to manage interest rate risk by evaluating the impact on earnings and capital of such factors as current interest rate forecasts and economic indicators, potential changes in such forecasts and indicators, liquidity and various business strategies. The ALCO meets at least quarterly to review financial statements, liquidity levels, yields and spreads to better understand, measure, monitor and control the Company’s interest rate risk. In the ALCO process, the committee members apply policy limits set forth in the Asset Liability, Liquidity and Investment policies approved and periodically reviewed by the Company’s Board of Directors. The ALCO’s methods for evaluating interest rate risk include an analysis of the effects of interest rate changes on net interest income and an analysis of the Company’s interest rate sensitivity “gap”, which provides a static analysis of the maturity and repricing characteristics of the entire balance sheet. The ALCO Policy also includes a contingency funding plan to help management prepare for unforeseen liquidity restrictions, including hypothetical severe liquidity crises.

 

Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change, the interest income and expense streams associated with the Company’s financial instruments also change, thereby impacting NII, the primary component of the Company’s earnings. Fluctuations in interest rates can also have an impact on liquidity. The ALCO uses an outside consultant to perform rate shock simulations to the Company’s net interest income, as well as a variety of other analyses. It is the ALCO’s function to provide the assumptions used in the modeling process. Assumptions used in prior period simulation models are regularly tested by comparing projected NII with actual NII. The ALCO utilizes the results of the simulation model to quantify the estimated exposure of NII and liquidity to sustained interest rate changes. The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest-earning assets and interest-bearing liabilities reflected on the Company’s balance sheet. The model also simulates the balance sheet’s sensitivity to a prolonged flat rate environment. All rate scenarios are simulated assuming a parallel shift of the yield curve; however further simulations are performed utilizing non-parallel changes in the yield curve. The results of this sensitivity analysis are compared to the ALCO policy limits which specify a maximum tolerance level for NII exposure over a 1-year horizon, assuming no balance sheet growth, given a 200 bp shift upward and a 100 bp shift downward in interest rates.

 

Under the Company’s interest rate sensitivity modeling, with the continued asset sensitive balance sheet, in a rising rate environment NII is expected to trend upward as the short-term asset base (cash and adjustable rate loans) quickly cycle upward while the retail funding base (deposits) lags the market. If rates paid on deposits have to be increased more and/or more quickly than projected due to competitive pressures, the expected benefit to rising rates would be reduced. In a falling rate environment, NII is expected to trend slightly downward compared with the current rate environment scenario for the first year of the simulation as asset yield erosion is not fully offset by decreasing funding costs. Thereafter, net interest income is projected to experience sustained downward pressure as funding costs reach their assumed floors and asset yields continue to reprice into the lower rate environment. Management expects that the rising rate environment will have a positive impact to the Company’s NII in 2022.

 

The following table summarizes the estimated impact on the Company’s NII over a twelve month period, assuming a gradual parallel shift of the yield curve beginning March 31, 2022:

 

Rate Change

 

Percent Change in NII

 

 

 

 

 

Down 100 bps

 

 

-1.2%

Up 200 bps

 

 

0.9%

 

The estimated amounts shown in the table are within the ALCO Policy limits. However, those amounts do not represent a forecast and should not be relied upon as indicative of future results. The ALCO model also provides alternate scenarios including a sustained flat, or inverted yield curve. While assumptions used in the ALCO process, including the interest rate simulation analyses, are developed based upon current economic and local market conditions, and expected future conditions, the Company cannot provide any assurances as to the predictive nature of these assumptions, including how customer preferences or competitor influences might change. As the market rates continue to increase, the impact of a falling rate environment is more pronounced, and the possibility more plausible than during the last several years of near zero short rates.

 

 
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As of March 31, 2022, the Company had outstanding $12,887,000 in principal amount of Junior Subordinated Debentures due December 15, 2037, which bear a quarterly floating rate of interest equal to the 3-month London Interbank Offered Rate (LIBOR), plus 2.85%. During 2017, the Financial Conduct Authority (FCA) in the United Kingdom that administers LIBOR announced that LIBOR will be phased out, with an expected target date of December 31, 2021 for the phase out. On March 5, 2021, the FCA announced firm target dates for the phase out of various LIBOR settings, including a phase out date of June 30, 2023 for 3-month LIBOR for U.S. dollar deposits. Under the terms of the Indenture, if 3-month LIBOR is not available, the Trustee may obtain substitute quotations from four leading banks in the London interbank market for their offered rate to prime banks in the London market for U.S. dollar deposits having a three month maturity; if at least two such quotations are provided, the quarterly rate on the Debentures will be the arithmetic mean of such quotations. If fewer than two such quotations are received, the Trustee will request substitute quotations from four major New York City banks for their offered rate to leading European banks for loans in U.S. dollars; if at least two such quotations are provided, the quarterly rate on the Debentures will be the arithmetic mean of such quotations. The Debenture Trustee has not yet informed the Company as to how it intends to proceed. Aside from the Debentures, the Company does not have any other exposures to the phase out of LIBOR. The Company has not generally utilized LIBOR as an interest rate benchmark for its variable rate commercial, residential or other loans and does not utilize derivatives or other financial instruments tied to LIBOR for hedging or investment purposes. Accordingly, management expects that the Company’s exposure to the phase out of LIBOR will be limited to the effect on the interest rate paid on its Debentures, but cannot predict the magnitude of the impact on the Company’s interest expense at this time.

 

Credit Risk - As a financial institution, one of the primary risks the Company manages is credit risk, the risk of loss stemming from borrowers’ failure to repay loans or inability to meet other contractual obligations. The Company’s Board of Directors prescribes policies for managing credit risk, including Loan, Appraisal and Environmental policies. These policies are supplemented by comprehensive underwriting standards and procedures. The Company maintains a Credit Administration department whose function includes credit analysis and monitoring of and reporting on the status of the loan portfolio, including delinquent and non-performing loan trends. The Company also monitors concentration of credit risk in a variety of areas, including portfolio mix, the level of loans to individual borrowers and their related interests, loans to industry segments, and the geographic distribution of commercial real estate loans. Loans are reviewed periodically by an independent loan review firm to help ensure accuracy of the Company’s internal risk ratings and compliance with various internal policies, procedures and regulatory guidance.

 

Residential mortgages represented 30.8% of the Company’s loan balances as of March 31, 2022, compared to 31.3% at December 31, 2021, a level that has historically been on a gradual annual decline in recent years, consistent with the Company’s strategic shift to commercial lending. The Company maintains a residential mortgage loan portfolio of traditional mortgage products and does not engage in higher risk loans such as option adjustable rate mortgage products, high loan-to-value products, interest only mortgages, subprime loans and products with deeply discounted teaser rates. Residential mortgages with loan-to-values exceeding 80% are generally covered by PMI. A 90% loan-to-value residential mortgage product without PMI is only available to borrowers with excellent credit and low debt-to-income ratios and has not been widely originated. As of March 31, 2022, junior lien home equity products made up 17.6% of the residential mortgage portfolio with maximum loan-to-value ratios (including prior liens) of 80%. The Company also originates some home equity loans greater than 80% under an insured loan program with stringent underwriting criteria.

 

Consistent with the strategic focus on commercial lending, the commercial & industrial and CRE loan portfolios have seen solid growth over recent years. Commercial & industrial and CRE loans together comprised 68.7% of the Company’s loan portfolio at March 31, 2022, compared to 68.1% at December 31, 2021. Those percentages included the Company’s portfolio of PPP loans, which have been steadily decreasing, and totaled $5.1 million at March 31, 2022, compared to $12.2 million at December 31, 2021.

 

Growth in the CRE portfolio in recent years has been principally driven by new loan volume in Chittenden County and northern Windsor County around the White River Junction, I91-I93 interchange area. Credits in the Chittenden County market are being managed by two commercial lenders out of the Company’s Burlington loan production office that know the area well, while Windsor County is being served by a commercial lender from the St. Johnsbury office with previous lending experience serving the greater White River Junction area. The Company has a loan production office in Lebanon, New Hampshire to provide a presence in the greater White River Junction area including Grafton County, New Hampshire. Larger transactions continue to be centrally underwritten and monitored through the Company’s commercial credit department. The types of CRE transactions driving the growth have been a mix of construction, land and development, multifamily, and other non-owner occupied CRE properties including hotels, retail, office, and industrial properties. The largest components of the $308.3 million CRE portfolio at March 31, 2022 were $105.6 million in owner-occupied CRE and $110.0 million in non-owner occupied CRE.

 

Risk in the Company’s commercial & industrial and CRE loan portfolios is mitigated in part by government guarantees issued by federal agencies such as the SBA and RD. At March 31, 2022, the Company had $36.8 million in guaranteed loans with guaranteed balances of $28.8 million, compared to $42.9 million in guaranteed loans with guaranteed balances of $35.4 million at December 31, 2021. PPP loans are included in these totals, all of which carry a 100% guarantee through the SBA, subject to borrower eligibility requirements.

 

 
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The Company works actively with customers early in the delinquency process to help them to avoid default and foreclosure. Commercial & industrial and CRE loans are generally placed on non-accrual status when there is deterioration in the financial position of the borrower, payment in full of principal and interest is not expected, and/or principal or interest has been in default for 90 days or more. However, such a loan need not be placed on non-accrual status if it is both well secured and in the process of collection. Residential mortgages and home equity loans are considered for non-accrual status at 90 days past due and are evaluated on a case-by-case basis. The Company obtains current property appraisals or market value analyses and considers the cost to carry and sell collateral in order to assess the level of specific allocations required. Consumer loans are generally not placed in non-accrual but are charged off by the time they reach 120 days past due. When a loan is placed in non-accrual status, the Company reverses the accrued interest against current period income and discontinues the accrual of interest until the borrower clearly demonstrates the ability and intention to resume normal payments, typically demonstrated by regular timely payments for a period of not less than six months. Interest payments received on non-accrual or impaired loans are generally applied as a reduction of the loan book balance.

 

The Company’s TDRs are principally a result of extending loan repayment terms to relieve cash flow difficulties. The Company has only infrequently reduced interest rates below the current market rate. The Company has not forgiven principal or reduced accrued interest within the terms of original restructurings. Management evaluates each TDR situation on its own merits and does not foreclose the granting of any particular type of concession.

 

The Company’s TDRs that were past due 90 days or more or in non-accrual status as of the dates presented:

 

 

 

March 31, 2022

 

 

December 31, 2021

 

 

 

Number of

 

 

Principal

 

 

Number of

 

 

Principal

 

 

 

Loans

 

 

Balance

 

 

Loans

 

 

Balance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

5

 

 

$58,448

 

 

 

6

 

 

$71,128

 

Commercial real estate

 

 

5

 

 

 

2,968,472

 

 

 

5

 

 

 

3,642,073

 

Residential real estate - 1st lien

 

 

13

 

 

 

1,239,113

 

 

 

12

 

 

 

977,961

 

Residential real estate - Jr lien

 

 

1

 

 

 

40,263

 

 

 

1

 

 

 

41,901

 

Total

 

 

24

 

 

$4,306,296

 

 

 

24

 

 

$4,733,063

 

 

The remaining TDRs were performing in accordance with their modified terms as of the dates presented and consisted of the following:

 

 

 

March 31, 2022

 

 

December 31, 2021

 

 

 

Number of

 

 

Principal

 

 

Number of

 

 

Principal

 

 

 

Loans

 

 

Balance

 

 

Loans

 

 

Balance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

1

 

 

$9,496

 

 

 

2

 

 

$41,228

 

Residential real estate - 1st lien

 

 

31

 

 

 

2,460,459

 

 

 

31

 

 

 

2,473,767

 

Residential real estate - Jr lien

 

 

1

 

 

 

3,213

 

 

 

1

 

 

 

3,537

 

Total

 

 

33

 

 

$2,473,168

 

 

 

34

 

 

$2,518,532

 

 

As of the balance sheet dates, the Company evaluates whether it is contractually committed to lend additional funds to debtors with impaired, non-accrual or modified loans. The Company is contractually committed to lend on one SBA guaranteed line of credit to a borrower whose lending relationship was previously restructured.

 

ALL and provisions - The Company maintains an ALL at a level that management believes is appropriate to absorb losses inherent in the loan portfolio as of the measurement date (See Note 5 to the accompanying unaudited interim consolidated financial statements). Although the Company, in establishing the ALL, considers the inherent losses in individual loans and pools of loans, the ALL is a general reserve available to absorb all credit losses in the loan portfolio. No part of the ALL is segregated to absorb losses from any particular loan or segment of loans.

 

When establishing the ALL each quarter, the Company applies a combination of historical loss factors to loan segments, including residential first and junior lien mortgages, CRE, commercial & industrial, and consumer loan portfolios, other than the municipal loans as there has never been a loss recorded in that loan segment. The Company applies numerous qualitative factors to each segment of the loan portfolio. Those factors include the levels of and trends in delinquencies and non-accrual loans, criticized and classified assets, volumes and terms of loans, and the impact of any loan policy changes. Experience, ability and depth of lending personnel, levels of policy and documentation exceptions, national and local economic trends, the competitive environment, and concentrations of credit are also factors considered.

 

 
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Specific allocations to the ALL are made for certain impaired loans. Impaired loans include all troubled debt restructurings regardless of amount, and all loans to a borrower that in aggregate are greater than $100,000 and that are in non-accrual status. A loan is considered impaired when it is probable that the Company will be unable to collect all amounts due, including interest and principal, according to the contractual terms of the loan agreement. The Company reviews all the facts and circumstances surrounding non-accrual loans and on a case-by-case basis may consider loans below the threshold as impaired when such treatment is material to the financial statements. See Note 5 to the accompanying unaudited interim consolidated financial statements for information on the recorded investment in impaired loans and their related allocations.

 

The following table summarizes the Company’s credit risk ratios for the balance sheet dates presented:

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

ALL to total loans outstanding

 

 

1.13%

 

 

1.12%

ALL

 

$7,890,648

 

 

$7,710,256

 

Loans outstanding

 

$696,293,182

 

 

$689,988,533

 

 

 

 

 

 

 

 

 

 

Non-accruing loans to loans outstanding

 

 

0.78%

 

 

0.86%

Non-accruing loans

 

$5,414,963

 

 

$5,940,629

 

Loans outstanding

 

$696,293,182

 

 

$689,988,533

 

 

 

 

 

 

 

 

 

 

ALL to non-accruing loans

 

 

145.72%

 

 

129.79%

ALL

 

$7,890,648

 

 

$7,710,256

 

Non-accruing loans

 

$5,414,963

 

 

$5,940,629

 

 

The provision for loan losses for the first quarter ended March 31, 2022 was $862,500, compared to $267,497 for the same period in 2021. The $595,003 year over year increase was driven primarily by a write-down on a single non-performing loan, which is in foreclosure, totaling $667,474.

 

The first quarter ALL analysis indicates that the reserve balance of $7.9 million at March 31, 2022 is sufficient to cover losses that are probable and estimable as of the measurement date, with an unallocated reserve of $90,276. Management believes the reserve balance continues to be directionally consistent with the overall risk profile of the Company’s loan portfolio and credit risk appetite. The portion of the ALL termed “unallocated” is established to absorb inherent losses that exist as of the measurement date although not specifically identified through management’s process for estimating credit losses. While the ALL is described as consisting of separate allocated portions, the entire ALL is available to support loan losses, regardless of category. Due to the charge off activity during the first quarter of 2022, the unallocated reserves are lower than historical levels. It is expected that the provision would be increased in future periods, if loan growth or additional charge-offs warrants an increase. The adequacy of the ALL is reviewed quarterly by the risk management committee of the Board and then presented to the full Board for approval.

 

 
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Net charge-offs during the period to average loan outstanding were as follows:

 

For the Three Months Ended March 31,

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

-0.01%

 

 

-0.01%

Net charge-off during the period

 

$(17,650)

 

$(14,086)

Average amount outstanding

 

$120,804,935

 

 

$177,158,060

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

-0.22%

 

 

0.00%

Net (charge-off) recovery during the period

 

$(667,474)

 

$7,000

 

Average amount outstanding

 

$304,057,825

 

 

$280,029,141

 

 

 

 

 

 

 

 

 

 

Municipal

 

 

0.00%

 

 

0.00%

Net charge-off during the period

 

$0

 

 

$0

 

Average amount outstanding

 

$49,022,024

 

 

$52,232,117

 

 

 

 

 

 

 

 

 

 

Residential real estate - 1st lien

 

 

0.00%

 

 

0.00%

Net recovery during the period

 

$1,210

 

 

$1,567

 

Average amount outstanding

 

$182,305,338

 

 

$170,036,028

 

 

 

 

 

 

 

 

 

 

Residential real estate - Jr lien

 

 

0.01%

 

 

0.00%

Net recovery during the period

 

$2,276

 

 

$528

 

Average amount outstanding

 

$33,230,645

 

 

$37,317,509

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

-0.01%

 

 

-0.07%

Net charge-off during the period

 

$(470)

 

$(2,703)

Average amount outstanding

 

$3,580,266

 

 

$3,811,456

 

 

 

 

 

 

 

 

 

 

Total loans

 

 

-0.10%

 

 

0.00%

Net charge-off during the period

 

$(682,108)

 

$(7,694)

Average amount outstanding

 

$693,001,033

 

 

$720,584,311

 

 

In addition to credit risk in the Company’s loan portfolio and liquidity risk in its loan and deposit-taking operations, the Company’s business activities also generate market risk. Market risk is the risk of loss in a financial instrument arising from adverse changes in market prices and rates, foreign currency exchange rates, commodity prices and equity prices. Declining capital markets can result in fair value adjustments necessary to record decreases in the value of the investment portfolio for other-than-temporary-impairment. The Company does not have any market risk sensitive instruments acquired for trading purposes. The Company’s market risk arises primarily from interest rate risk inherent in its lending and deposit taking activities. During recessionary periods, a declining housing market can result in an increase in loan loss reserves or ultimately an increase in foreclosures. Interest rate risk is directly related to the different maturities and repricing characteristics of interest-bearing assets and liabilities, as well as to loan prepayment risks, early withdrawal of time deposits, and the fact that the speed and magnitude of responses to interest rate changes vary by product. As discussed above under “Interest Rate Risk and Asset and Liability Management”, the Company actively monitors and manages its interest rate risk through the ALCO process.

 

COMMITMENTS, CONTINGENCIES AND OFF-BALANCE-SHEET ARRANGEMENTS

 

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and risk-sharing commitments on certain sold loans. Such instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. During the first three months of 2022, the Company did not engage in any activity that created any additional types of off-balance sheet risk.

 

 
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LIQUIDITY AND CAPITAL RESOURCES

 

Managing liquidity risk is essential to maintaining both depositor confidence and stability in earnings. Liquidity management refers to the ability of the Company to adequately cover fluctuations in assets and liabilities. Meeting loan demand (assets) and covering the withdrawal of deposit funds (liabilities) are two key components of the liquidity management process. The Company’s principal sources of funds are deposits, amortization and prepayment of loans and securities, maturities of investment securities, sales of loans available-for-sale, and earnings and funds provided from operations. Maintaining a relatively stable funding base, which is achieved by diversifying funding sources, competitively pricing deposit products, and extending the contractual maturity of liabilities, reduces the Company’s exposure to rollover risk on deposits and limits reliance on volatile short-term borrowed funds. Short-term funding needs arise from declines in deposits or other funding sources and from funding requirements for loan commitments. The Company’s strategy is to fund assets to the maximum extent possible with core deposits that provide a sizable source of relatively stable and low-cost funds.

 

The Company recognizes that, at times, when loan demand exceeds deposit growth or the Company has other liquidity demands, it may be desirable to utilize alternative sources of deposit funding to augment retail deposits and borrowings. One-way deposits acquired through the CDARS program provide an alternative funding source when needed. At March 31, 2022 and December 31, 2021, the Company had no one-way CDARS outstanding. In addition, two-way (reciprocal) CDARS deposits, as well as reciprocal ICS money market and demand deposits, allow the Company to provide FDIC deposit insurance to its customers in excess of account coverage limits by exchanging deposits with other participating FDIC-insured financial institutions. At March 31, 2022 and December 31, 2021, the Company reported $3.6 million in reciprocal CDARS deposits. The balance in ICS reciprocal money market deposits was $17.2 million at March 31, 2022, compared to $15.3 million at December 31, 2021, and the balance in ICS reciprocal demand deposits as of those dates was $64.6 million and $70.8 million, respectively.

 

The Company had two blocks of DTC Brokered CDs totaling $2.3 million and $1.4 million with maturities in January, 2021 and April, 2021, respectively. These blocks were not replaced, leaving no DTC Brokered CDs outstanding at December 31, 2021 or March 31, 2022. Although wholesale deposit funding through DTC is an important supplemental source of liquidity that has proven efficient, flexible and cost-effective when compared with other borrowing methods, the growth in deposits during 2021 has reduced the Company’s need for supplementary funding sources in the near term.

 

At March 31, 2022 and December 31, 2021, borrowing capacity of $95.3 million and $100.2 million, respectively, was available through the FHLBB, secured by the Company’s qualifying loan portfolio (generally, residential mortgage and commercial loans), reduced by outstanding advances and by collateral pledges securing FHLBB letters of credit collateralizing public unit deposits. The Company also has an unsecured Federal Funds credit line with the FHLBB with an available balance of $500,000 and no outstanding advances during any of the respective comparison periods. Interest is chargeable at a rate determined daily, approximately 25 bps higher than the rate paid on federal funds sold.

 

The Company has a BIC arrangement with the FRBB secured by eligible commercial & industrial loans, CRE loans and home equity loans, resulting in an available credit line of $65.1 million and $52.3 million, respectively, at March 31, 2022 and December 31, 2021. Credit advances under this FRBB lending program are overnight advances with interest chargeable at the primary credit rate (generally referred to as the discount rate), currently 40 bps. The Company had no outstanding advances through this facility at March 31, 2022 or December 31, 2021.

 

The following table reflects the Company’s outstanding FHLBB and FRBB advances against the respective lines as of the dates indicated:

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Long-Term Advances(1)

 

 

 

 

 

 

FHLBB term advance, 0.00%, due September 22, 2023

 

$200,000

 

 

$200,000

 

FHLBB term advance, 0.00%, due November 12, 2025

 

 

300,000

 

 

 

300,000

 

FHLBB term advance, 0.00%, due November 13, 2028

 

 

800,000

 

 

 

800,000

 

 

 

$1,300,000

 

 

$1,300,000

 

 

(1)

All long-term advances are pursuant to the JNE program, through which the FHLBB provides a subsidy, funded by the FHLBB’s earnings, to write down interest rates to zero percent on advances that finance qualifying loans to small businesses. JNE advances must support small business in New England that create and/or retain jobs, or otherwise contribute to overall economic development activities.

 

The Company has unsecured lines of credit with two correspondent banks with aggregate available borrowing capacity totaling $20.5 million as of the balance sheet dates presented in this quarterly report. The Company had no outstanding advances against these credit lines as of the balance sheet dates presented.

 

 
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The following table illustrates the changes in shareholders’ equity from December 31, 2021 to March 31, 2022:

 

Balance at December 31, 2021 (book value $15.48 per common share)

 

$84,760,268

 

Net income

 

 

2,405,542

 

Issuance of common stock through the DRIP

 

 

272,683

 

Dividends declared on common stock

 

 

(1,236,880)

Dividends declared on preferred stock

 

 

(12,188)

Change in AOCI on AFS securities, net of tax

 

 

(8,744,637)

Balance at March 31, 2022 (book value $14.08 per common share)

 

$77,444,788

 

 

The primary objective of the Company’s capital planning process is to balance appropriately the retention of capital to support operations and future growth, with the goal of providing shareholders an attractive return on their investment. To that end, management monitors capital retention and dividend policies on an ongoing basis.

 

As described in more detail in Note 23 to the audited consolidated financial statements contained in the Company’s 2021 Annual Report on Form 10-K and under the caption “LIQUIDITY AND CAPITAL RESOURCES” in the MD&A section of that report, the Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies pursuant to which they must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items. Capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

 

As of March 31, 2022, the Bank was considered well capitalized under the standard regulatory capital framework for Prompt Corrective Action and the Company exceeded currently applicable consolidated regulatory guidelines for capital adequacy. While we believe that the Company has sufficient capital to withstand an extended economic downturn in the wake of the COVID-19 pandemic, our regulatory capital ratios could be adversely impacted by future credit losses and other operational impacts related to COVID-19 or emerging variants of the virus.

 

 
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The following table shows the Company’s actual capital ratios and those of its subsidiary, as well as currently applicable regulatory capital requirements, as of the dates indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum

 

 

Minimum

 

 

 

 

 

 

 

 

 

Minimum

 

 

For Capital

 

 

To Be Well

 

 

 

 

 

 

 

 

 

For Capital

 

 

Adequacy Purposes

 

 

Capitalized Under

 

 

 

 

 

 

 

 

 

Adequacy

 

 

with Conservation

 

 

Prompt Corrective

 

 

 

Actual

 

 

Purposes:

 

 

Buffer(1):

 

 

Action Provisions(2):

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

 

(Dollars in Thousands)

 

March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common equity tier 1 capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$88,669

 

 

 

14.06%

 

$28,388

 

 

 

4.50%

 

$44,159

 

 

 

7.00%

 

 

N/A

 

 

 

N/A

 

Bank

 

$88,070

 

 

 

13.97%

 

$28,369

 

 

 

4.50%

 

$44,129

 

 

 

7.00%

 

$40,977

 

 

 

6.50%

Tier 1 capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$88,669

 

 

 

14.06%

 

$37,851

 

 

 

6.00%

 

$53,622

 

 

 

8.50%

 

 

N/A

 

 

 

N/A

 

Bank

 

$88,070

 

 

 

13.97%

 

$37,825

 

 

 

6.00%

 

$53,585

 

 

 

8.50%

 

$50,433

 

 

 

8.00%

Total capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$96,556

 

 

 

15.31%

 

$50,468

 

 

 

8.00%

 

$66,239

 

 

 

10.50%

 

 

N/A

 

 

 

N/A

 

Bank

 

$95,952

 

 

 

15.22%

 

$50,433

 

 

 

8.00%

 

$66,194

 

 

 

10.50%

 

$63,042

 

 

 

10.00%

Tier 1 capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$88,669

 

 

 

8.88%

 

$39,952

 

 

 

4.00%

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 

Bank

 

$88,070

 

 

 

8.82%

 

$39,935

 

 

 

4.00%

 

 

N/A

 

 

 

N/A

 

 

$49,919

 

 

 

5.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common equity tier 1 capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$87,240

 

 

 

14.25%

 

$27,548

 

 

 

4.50%

 

$42,853

 

 

 

7.00%

 

 

N/A

 

 

 

N/A

 

Bank

 

$86,654

 

 

 

14.17%

 

$27,522

 

 

 

4.50%

 

$42,812

 

 

 

7.00%

 

$39,754

 

 

 

6.50%

Tier 1 capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$87,240

 

 

 

14.25%

 

$36,731

 

 

 

6.00%

 

$52,036

 

 

 

8.50%

 

 

N/A

 

 

 

N/A

 

Bank

 

$86,654

 

 

 

14.17%

 

$36,696

 

 

 

6.00%

 

$51,986

 

 

 

8.50%

 

$48,928

 

 

 

8.00%

Total capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$94,894

 

 

 

15.50%

 

$48,975

 

 

 

8.00%

 

$64,279

 

 

 

10.50%

 

 

N/A

 

 

 

N/A

 

Bank

 

$94,301

 

 

 

15.42%

 

$48,928

 

 

 

8.00%

 

$64,218

 

 

 

10.50%

 

$61,160

 

 

 

10.00%

Tier 1 capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

$87,240

 

 

 

8.79%

 

$39,719

 

 

 

4.00%

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 

Bank

 

$86,654

 

 

 

8.73%

 

$39,698

 

 

 

4.00%

 

 

N/A

 

 

 

N/A

 

 

$49,622

 

 

 

5.00%

 

(1)

Conservation Buffer is calculated based on risk-weighted assets and does not apply to calculations of average assets.

(2)

Applicable to banks, but not bank holding companies.

 

The Company’s ability to pay dividends to its shareholders is largely dependent on the Bank’s ability to pay dividends to the Company. In general, a national bank may not pay dividends that exceed net income for the current and preceding two years regardless of statutory restrictions, as a matter of regulatory policy, banks and bank holding companies should pay dividends only out of current earnings and only if, after paying such dividends, they remain adequately capitalized.

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

 

Omitted, in accordance with the regulatory relief available to smaller reporting companies in SEC Release Nos. 33-10513 and 34-83550.

 

 
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ITEM 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act). As of March 31, 2022, an evaluation was performed under the supervision and with the participation of management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, management concluded that its disclosure controls and procedures as of March 31, 2022 were effective in ensuring that material information required to be disclosed in the reports it files with the Commission under the Exchange Act was recorded, processed, summarized, and reported on a timely basis.

 

For this purpose, the term “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by it in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 
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Table of Contents

 

PART II. OTHER INFORMATION

 

ITEM 1. Legal Proceedings

 

In the normal course of business, the Company is involved in litigation that is considered incidental to their business. Management does not expect that any such litigation will be material to the Company’s consolidated financial condition or results of operations.

 

ITEM 1A. Risk Factors

 

In management’s view, the Risk Factors identified in our Annual Report on Form 10-K for the year ended December 31, 2021, represent the most significant risks to the Company’s future results of operations and financial condition as of March 31, 2022.

 

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

 

The following table provides information as to the purchases of the Company’s common stock during the three months ended March 31, 2022, by the Company or by any affiliated purchaser (as defined in SEC Rule 10b-18). During the monthly periods presented, the Company did not have any publicly announced repurchase plans or programs.

 

 

 

Total Number

 

 

Average

 

 

 

of Shares

 

 

Price Paid

 

For the period:

 

Purchased(1)

 

 

Per Share

 

 

 

 

 

 

 

 

January 1 - January 31

 

 

0

 

 

$0.00

 

February 1 - February 28

 

 

0

 

 

 

0.00

 

March 1 - March 31

 

 

4,244

 

 

$21.75

 

Total

 

 

4,244

 

 

$21.75

 

 

(1)

All 4,244 shares were purchased for the account of participants invested in the Company Stock Fund under the Company’s Retirement Savings Plan by or on behalf of the Plan Trustee, the Human Resources Committee of the Bank. Such share purchases were facilitated through CFSG, which provides certain investment advisory services to the Plan. Both the Plan Trustee and CFSG may be considered affiliates of the Company under Rule 10b-18.

 

 
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ITEM 6. Exhibits

 

The following exhibits are filed with, or incorporated by reference in, this report:

 

Exhibit 31.1

Certification from the Chief Executive Officer (Principal Executive Officer) of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2

Certification from the Treasurer (Principal Financial Officer) of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1

Certification from the Chief Executive Officer (Principal Executive Officer) of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

Exhibit 32.2

Certification from the Treasurer (Principal Financial Officer) of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

 

 

Exhibit 101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three-month periods ended March 31, 2022 and 2021, (iii) the unaudited consolidated statements of comprehensive income, (iv) the unaudited consolidated statements of cash flows and (v) related notes.

Exhibit 104

Cover page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

 

*This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

 

 
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SIGNATURES

 

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

 

 

 

 

 

COMMUNITY BANCORP.

 

 

 

 

 

DATED: May 13, 2022

 

/s/Kathryn M. Austin

 

 

 

Kathryn M. Austin, President

 

 

 

& Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

 

 

 

DATED: May 13, 2022

 

/s/Louise M. Bonvechio

 

 

 

Louise M. Bonvechio, Corporate

 

 

 

Secretary & Treasurer

 

 

 

(Principal Financial Officer)

 

 

 
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SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

FORM 10-Q

 

☐ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended March 31, 2022

 

COMMUNITY BANCORP.

 

EXHIBITS

 

EXHIBIT INDEX

 

Exhibit 31.1

Certification from the Chief Executive Officer (Principal Executive Officer) of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002

 

 

Exhibit 31.2

Certification from the Treasurer (Principal Financial Officer) of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002

 

 

Exhibit 32.1

Certification from the Chief Executive Officer (Principal Executive Officer) of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

 

 

Exhibit 32.2

Certification from the Treasurer (Principal Financial Officer) of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

 

 

Exhibit 101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three-month interim periods ended March 31, 2022 and 2021, (iii) the unaudited consolidated statements of comprehensive income, (iv) the unaudited consolidated statements of cash flows and (v) related notes.

Exhibit 104

Cover page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

 

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

 

 
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