Annual Statements Open main menu

FIRST BANCORP /NC/ - Quarter Report: 2020 June (Form 10-Q)

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
Commission File Number 0-15572
FIRST BANCORP
(Exact Name of Registrant as Specified in its Charter)
North Carolina
 
56-1421916
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification Number)
 
 
 
 
 
 
300 SW Broad St.,
Southern Pines,
North Carolina
 
28387
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
 
 
 
 
(Registrant's telephone number, including area code)
 
(910)
246-2500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered:
Common Stock, No Par Value
FBNC
The Nasdaq Global Select Market
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 twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
 
Large Accelerated Filer
Accelerated Filer
 
Non-Accelerated Filer
Smaller Reporting Company
 
 
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The number of shares of the registrant's Common Stock outstanding on July 31, 2020 was 28,976,681.
 



INDEX
FIRST BANCORP AND SUBSIDIARIES
 
Page
 
 
 
 
 
 
 
 
 
 
 


Page 2


FORWARD-LOOKING STATEMENTS
Part I of this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Further, forward-looking statements are intended to speak only as of the date made. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” or other statements concerning our opinions or judgment about future events. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of our customers, our level of success in integrating acquisitions, actions of government regulators, the level of market interest rates, and general economic conditions, including the impact of the current pandemic. For additional information about factors that could affect the matters discussed in this paragraph, see the “Risk Factors” section of our 2019 Annual Report on Form 10-K and Item 1A of Part II of this report.


Page 3


Part I. Financial Information
Item 1 - Financial Statements
First Bancorp and Subsidiaries
Consolidated Balance Sheets
($ in thousands)
June 30,
2020 (unaudited)
 
December 31,
2019
ASSETS
 

 
 

Cash and due from banks, noninterest-bearing
$
94,684

 
64,519

Due from banks, interest-bearing
584,830

 
166,783

Total cash and cash equivalents
679,514

 
231,302

 
 
 
 
Securities available for sale
784,832

 
821,945

Securities held to maturity (fair values of $96,318 and $68,333)
94,924

 
67,932

 
 
 
 
Presold mortgages in process of settlement
31,015

 
19,712

SBA Loans held for sale
3,382

 

 
 
 
 
Loans
4,770,063

 
4,453,466

Allowance for loan losses
(42,342
)
 
(21,398
)
Net loans
4,727,721

 
4,432,068

 
 
 
 
Premises and equipment
115,373

 
114,859

Operating right-of-use lease assets
18,833

 
19,669

Accrued interest receivable
19,943

 
16,648

Goodwill
234,368

 
234,368

Other intangible assets
14,472

 
17,217

Foreclosed properties
2,987

 
3,873

Bank-owned life insurance
105,712

 
104,441

Other assets
55,519

 
59,605

Total assets
$
6,888,595

 
6,143,639

 
 
 
 
LIABILITIES
 
 
 
Deposits:      Noninterest bearing checking accounts
$
2,041,778

 
1,515,977

Interest bearing checking accounts
1,112,625

 
912,784

Money market accounts
1,353,053

 
1,173,107

Savings accounts
474,455

 
424,415

Time deposits of $100,000 or more
610,137

 
649,947

Other time deposits
239,090

 
255,125

Total deposits
5,831,138

 
4,931,355

Borrowings
112,199

 
300,671

Accrued interest payable
1,525

 
2,154

Operating lease liabilities
19,109

 
19,855

Other liabilities
56,733

 
37,203

Total liabilities
6,020,704

 
5,291,238

 
 
 
 
Commitments and contingencies


 


 
 
 
 
SHAREHOLDERS’ EQUITY
 
 
 
Preferred stock, no par value per share.  Authorized: 5,000,000 shares
 
 
 
Issued & outstanding:  none and none

 

Common stock, no par value per share.  Authorized: 40,000,000 shares
 
 
 
Issued & outstanding:  28,976,681 and 29,601,264 shares
408,699

 
429,514

Retained earnings
441,846

 
417,764

Stock in rabbi trust assumed in acquisition
(2,217
)
 
(2,587
)
Rabbi trust obligation
2,217

 
2,587

Accumulated other comprehensive income (loss)
17,346

 
5,123

Total shareholders’ equity
867,891

 
852,401

Total liabilities and shareholders’ equity
$
6,888,595

 
6,143,639

See accompanying notes to unaudited consolidated financial statements.


Page 4


First Bancorp and Subsidiaries
Consolidated Statements of Income
($ in thousands, except share data-unaudited)
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
INTEREST INCOME
 
 
 
 
 
 
 
Interest and fees on loans
$
51,964

 
55,652

 
107,261

 
109,612

Interest on investment securities:
 
 
 
 


 


Taxable interest income
4,771

 
4,993

 
10,245

 
9,730

Tax-exempt interest income
117

 
271

 
281

 
608

Other, principally overnight investments
788

 
2,106

 
1,886

 
4,807

Total interest income
57,640

 
63,022

 
119,673

 
124,757

 
 
 
 
 
 
 
 
INTEREST EXPENSE
 
 
 
 
 
 
 
Savings, checking and money market accounts
1,333

 
2,335

 
3,692

 
4,344

Time deposits of $100,000 or more
2,323

 
3,522

 
5,247

 
6,700

Other time deposits
418

 
467

 
908

 
857

Borrowings
942

 
2,289

 
2,443

 
5,086

Total interest expense
5,016

 
8,613

 
12,290

 
16,987

 
 
 
 
 
 
 
 
Net interest income
52,624

 
54,409

 
107,383

 
107,770

Provision for loan losses
19,298

 
(308
)
 
24,888

 
192

Net interest income after provision for loan losses
33,326

 
54,717

 
82,495

 
107,578

 
 
 
 
 
 
 
 
NONINTEREST INCOME
 
 
 
 
 
 
 
Service charges on deposit accounts
2,289

 
3,210

 
5,626

 
6,155

Other service charges, commissions and fees
4,624

 
5,050

 
8,693

 
9,556

Fees from presold mortgage loans
3,020

 
857

 
4,861

 
1,402

Commissions from sales of insurance and financial products
2,090

 
2,204

 
4,158

 
4,233

SBA consulting fees
3,739

 
921

 
4,766

 
2,184

SBA loan sale gains
1,965

 
3,069

 
2,612

 
5,131

Bank-owned life insurance income
629

 
631

 
1,271

 
1,277

Securities gains (losses), net
8,024

 

 
8,024

 

Other gains (losses), net
(187
)
 
(308
)
 
(113
)
 
(226
)
Total noninterest income
26,193

 
15,634

 
39,898

 
29,712

 
 
 
 
 
 
 
 
NONINTEREST EXPENSES
 
 
 
 
 
 
 
Salaries expense
20,606

 
19,732

 
40,716

 
38,697

Employee benefits expense
3,847

 
4,418

 
8,394

 
9,006

Total personnel expense
24,453

 
24,150

 
49,110

 
47,703

Occupancy expense
2,724

 
2,729

 
5,682

 
5,483

Equipment related expenses
1,020

 
1,183

 
2,165

 
2,552

Merger and acquisition expenses

 
103

 

 
213

Intangibles amortization expense
978

 
1,242

 
2,033

 
2,574

Foreclosed property losses, net
35

 
381

 
194

 
626

Other operating expenses
9,691

 
10,296

 
19,793

 
19,707

Total noninterest expenses
38,901

 
40,084

 
78,977

 
78,858

 
 
 
 
 
 
 
 
Income before income taxes
20,618

 
30,267

 
43,416

 
58,432

Income tax expense
4,266

 
6,408

 
8,884

 
12,288

 
 
 
 
 
 
 
 
Net income
$
16,352

 
23,859

 
34,532

 
46,144

 
 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
 
Basic
$
0.56

 
0.80

 
1.18

 
1.55

Diluted
0.56

 
0.80

 
1.18

 
1.55

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.18

 
0.12

 
0.36

 
0.24

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
28,799,828

 
29,626,931

 
29,015,308

 
29,607,074

Diluted
28,969,728

 
29,796,941

 
29,184,421

 
29,808,859

See accompanying notes to unaudited consolidated financial statements.


Page 5


First Bancorp and Subsidiaries
Consolidated Statements of Comprehensive Income
    
($ in thousands-unaudited)
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Net income
$
16,352

 
23,859

 
34,532

 
46,144

Other comprehensive income (loss):
 
 
 
 
 
 
 
Unrealized gains (losses) on securities available for sale:
 
 
 
 
 
 
 
Unrealized holding gains (losses) arising during the period, pretax
2,772

 
11,701

 
23,537

 
17,604

Tax (expense) benefit
(637
)
 
(2,714
)
 
(5,409
)
 
(4,094
)
      Reclassification to realized (gains) losses
(8,024
)
 

 
(8,024
)
 

Tax expense (benefit)
1,844

 

 
1,844

 

Postretirement Plans:
 
 
 
 
 
 
 
Amortization of unrecognized net actuarial loss
180

 
228

 
358

 
456

Tax benefit
(42
)
 
(63
)
 
(83
)
 
(117
)
Other comprehensive income (loss)
(3,907
)
 
9,152

 
12,223

 
13,849

Comprehensive income
$
12,445

 
33,011

 
46,755

 
59,993

See accompanying notes to unaudited consolidated financial statements.


Page 6


First Bancorp and Subsidiaries
Consolidated Statements of Shareholders’ Equity

($ in thousands, except share data - unaudited)
Common Stock
 
Retained
Earnings
 
Stock in
Rabbi
Trust
Assumed
in
Acquisition
 
Rabbi
Trust
Obligation
 
Accumulated
Other
Comprehensive
Income
(Loss)
 
Total
Shareholders’
Equity
Shares
 
Amount
 
 
 
 
 
Three Months Ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
Balances, April 1, 2019
29,746

 
$
434,948

 
360,455

 
(3,245
)
 
3,245

 
(7,264
)
 
788,139

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
23,859

 
 
 
 
 
 
 
23,859

Cash dividends declared ($0.12 per common share)
 
 
 
 
(3,566
)
 
 
 
 
 
 
 
(3,566
)
Change in Rabbi Trust Obligation
 
 
 
 
 
 
379

 
(379
)
 
 
 

Equity issued related to acquisition earnout
78

 
3,070

 
 
 
 
 
 
 
 
 
3,070

Stock repurchases
(182
)
 
(6,524
)
 
 
 
 
 
 
 
 
 
(6,524
)
Stock option exercises
9

 
129

 
 
 
 
 
 
 
 
 
129

Stock withheld for payment of taxes

 

 
 
 
 
 
 
 
 
 

Stock-based compensation
66

 
910

 
 
 
 
 
 
 
 
 
910

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
9,152

 
9,152

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances, June 30, 2019
29,717

 
$
432,533

 
380,748

 
(2,866
)
 
2,866

 
1,888

 
815,169

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2020
 
 
 
 
 
 
 
 
 
 
Balances, April 1, 2020
29,041

 
$
410,236

 
430,709

 
(2,602
)
 
2,602

 
21,253

 
862,198

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 


 
16,352

 


 


 


 
16,352

Cash dividends declared ($0.18 per common share)
 
 


 
(5,215
)
 


 


 


 
(5,215
)
Change in Rabbi Trust Obligation
 
 


 


 
385

 
(385
)
 


 

Stock repurchases
(104
)
 
(2,432
)
 
 
 
 
 
 
 
 
 
(2,432
)
Stock-based compensation
40

 
895

 
 
 
 
 
 
 
 
 
895

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
(3,907
)
 
(3,907
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances, June 30, 2020
28,977

 
$
408,699

 
441,846

 
(2,217
)
 
2,217

 
17,346

 
867,891


See accompanying notes to unaudited consolidated financial statements.








Page 7


($ in thousands, except share data - unaudited)
Common Stock
 
Retained
Earnings
 
Stock in
Rabbi
Trust
Assumed
in
Acquisition
 
Rabbi
Trust
Obligation
 
Accumulated
Other
Comprehensive
Income
(Loss)
 
Total
Shareholders’
Equity
Shares
 
Amount
 
 
 
 
 
Six Months Ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
Balances, January 1, 2019
29,725

 
$
434,453

 
341,738

 
(3,235
)
 
3,235

 
(11,961
)
 
764,230

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
46,144

 
 
 
 
 
 
 
46,144

Cash dividends declared ($0.24 per common share)
 
 
 
 
(7,134
)
 
 
 
 
 
 
 
(7,134
)
Change in Rabbi Trust Obligation
 
 
 
 
 
 
369

 
(369
)
 
 
 

Equity issued related to acquisition earnout
78

 
3,070

 
 
 
 
 
 
 
 
 
3,070

Stock repurchases
(182
)
 
(6,524
)
 
 
 
 
 
 
 
 
 
(6,524
)
Stock option exercises
9

 
129

 
 
 
 
 
 
 
 
 
129

Stock withheld for payment of taxes
(2
)
 
(91
)
 
 
 
 
 
 
 
 
 
(91
)
Stock-based compensation
89

 
1,496

 
 
 
 
 
 
 
 
 
1,496

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
13,849

 
13,849

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances, June 30, 2019
29,717

 
$
432,533

 
380,748

 
(2,866
)
 
2,866

 
1,888

 
815,169

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2020
 
 
 
 
 
 
 
 
 
 
Balances, January 1, 2020
29,601

 
429,514

 
417,764

 
(2,587
)
 
2,587

 
5,123

 
852,401

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
34,532

 
 
 
 
 
 
 
34,532

Cash dividends declared ($0.36 per common share)
 
 
 
 
(10,450
)
 
 
 
 
 
 
 
(10,450
)
Change in Rabbi Trust Obligation
 
 
 
 
 
 
370

 
(370
)
 
 
 

Stock repurchases
(680
)
 
(22,432
)
 
 
 
 
 
 
 
 
 
(22,432
)
Stock-based compensation
56

 
1,617

 
 
 
 
 
 
 
 
 
1,617

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
12,223

 
12,223

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances, June 30, 2020
28,977

 
$
408,699

 
441,846

 
(2,217
)
 
2,217

 
17,346

 
867,891


See accompanying notes to unaudited consolidated financial statements.



Page 8


First Bancorp and Subsidiaries
Consolidated Statements of Cash Flows
($ in thousands-unaudited)
Six Months Ended
June 30,
 
2020
 
2019
Cash Flows From Operating Activities
 
 
 
Net income
$
34,532

 
46,144

Reconciliation of net income to net cash provided by operating activities:
 
 
 
Provision for loan losses
24,888

 
192

Net security premium amortization
1,605

 
1,104

Loan discount accretion
(3,234
)
 
(3,149
)
Other purchase accounting accretion and amortization, net
32

 
(18
)
Foreclosed property losses and write-downs, net
194

 
626

Gains on securities available for sale
(8,024
)
 

Other losses
113

 
226

Decrease (increase) in net deferred loan costs
8,789

 
(485
)
Depreciation of premises and equipment
2,963

 
2,886

Amortization of operating lease right-of-use assets
1,010

 
911

Repayments of lease obligations
(920
)
 
(1,198
)
Stock-based compensation expense
1,408

 
1,202

Amortization of intangible assets
2,033

 
2,574

Amortization of SBA servicing assets
1,416

 
621

Fees/gains from sale of presold mortgages and SBA loans
(7,473
)
 
(6,533
)
Origination of presold mortgage loans in process of settlement
(170,961
)
 
(53,390
)
Proceeds from sales of presold mortgage loans in process of settlement
165,223

 
52,878

Origination of SBA loans for sale
(58,396
)
 
(91,323
)
Proceeds from sales of SBA loans
45,306

 
73,313

Increase in accrued interest receivable
(3,295
)
 
(905
)
(Increase) decrease in other assets
(8,206
)
 
80

(Decrease) increase in accrued interest payable
(629
)
 
282

Increase (decrease) in other liabilities
16,123

 
(1,382
)
Net cash provided by operating activities
44,497

 
24,656

 
 
 
 
Cash Flows From Investing Activities
 
 
 
Purchases of securities available for sale
(252,256
)
 
(256,609
)
Purchases of securities held to maturity
(50,272
)
 

Proceeds from maturities/issuer calls of securities available for sale
91,976

 
82,952

Proceeds from maturities/issuer calls of securities held to maturity
22,907

 
21,725

Proceeds from sales of securities available for sale
219,697

 

Redemptions of FRB and FHLB stock, net
7,754

 
4,207

Net increase in loans
(311,493
)
 
(67,139
)
Proceeds from sales of foreclosed properties
1,354

 
3,262

Purchases of premises and equipment
(4,428
)
 
(1,968
)
Proceeds from sales of premises and equipment
192

 
240

Net cash used by investing activities
(274,569
)
 
(213,330
)
 
 
 
 
Cash Flows From Financing Activities
 
 
 
Net increase in deposits
899,841

 
183,823

        Net increase (decrease) in short-term borrowings
(98,000
)
 
(55,000
)
        Proceeds from long-term borrowings
150,000

 

        Payments on long-term borrowings
(240,562
)
 
(50,559
)
Cash dividends paid – common stock
(10,563
)
 
(6,542
)
Repurchases of common stock
(22,432
)
 
(6,524
)
Proceeds from stock option exercises

 
129

Payment of taxes related to stock withheld

 
(91
)
Net cash provided by financing activities
678,284

 
65,236

 
 
 
 
Increase (decrease) in cash and cash equivalents
448,212

 
(123,438
)
Cash and cash equivalents, beginning of period
231,302

 
462,898

 
 
 
 
Cash and cash equivalents, end of period
$
679,514

 
339,460

 
 
 
 
Supplemental Disclosures of Cash Flow Information:
 
 
 
Cash paid during the period for interest
$
12,919

 
16,705

Cash paid during the period for income taxes
1,110

 
13,196

Non-cash: Unrealized gain (loss) on securities available for sale, net of taxes
18,128

 
13,510

Non-cash: Foreclosed loans transferred to other real estate
662

 
1,555

Non-cash: Initial recognition of operating lease right-of-use assets

 
19,406

Non-cash: Initial recognition of operating lease liabilities

 
19,406

Non-cash: Equity issued related to acquisition earn-out

 
3,070

See accompanying notes to consolidated financial statements.


Page 9


First Bancorp and Subsidiaries
Notes to Consolidated Financial Statements
(unaudited)
For the Period Ended June 30, 2020
 
Note 1 - Basis of Presentation and Risks and Uncertainties
Basis of Presentation
In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company as of June 30, 2020, the consolidated results of operations for the three and six months ended June 30, 2020 and 2019, and the consolidated cash flows for the six months ended June 30, 2020 and 2019. All such adjustments were of a normal, recurring nature. Reference is made to the 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) for a discussion of accounting policies and other relevant information with respect to the financial statements. The results of operations for the periods ended June 30, 2020 and 2019 are not necessarily indicative of the results to be expected for the full year. The Company has evaluated all subsequent events through the date the financial statements were issued.
Risks and Uncertainties
The coronavirus (COVID-19) pandemic has negatively impacted the global economy, disrupted global supply chains and increased unemployment levels. The resulting temporary closure of many businesses and the implementation of social distancing and sheltering-in-place policies have impacted and may continue to impact many of the Company’s customers. While the full effects of the pandemic remain unknown, the Company is committed to supporting its customers, employees and communities during this difficult time. The Company has given hardship relief assistance to customers, including the consideration of various loan payment deferral and fee waiver options, and encourages customers to reach out for assistance to support their individual circumstances.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed by the President of the United States. Certain provisions within the CARES Act encourage financial institutions to practice prudent efforts to work with borrowers impacted by COVID-19. Under these provisions, which the Company has applied, modifications deemed to be COVID-19-related would not be considered a troubled debt restructuring (“TDR”) if the loan was not more than 30 days past due as of December 31, 2019 and the deferral was executed between March 1, 2020 and the earlier of 60 days after the date of termination of the COVID-19 national emergency or December 31, 2020. The banking regulators issued similar guidance, which also clarified that a COVID-19-related modification would not meet the requirements under accounting principles generally accepted in the United States of America to be a TDR if the borrower was current on payments at the time the underlying loan modification program was implemented and if the modification is considered to be short-term. Under these terms, as of June 30, 2020, the Company has payment deferrals for 1,483 loans with an aggregate loan balance of $774 million. These deferrals are generally no more than 90 days in duration. As the initial 90 day deferrals expire, the Company is approving second deferral requests based on the circumstances of each borrower. Thus a portion of the deferrals at June 30, 2020 represent grants of second deferrals for those borrowers whose initial deferrals were on or prior to April 1, 2020.
Additionally, the Company is a lender for the Small Business Administration's (“SBA”) Paycheck Protection Program ("PPP"), a program under the CARES Act, and other SBA, Federal Reserve or United States Treasury programs that have been created in response to the pandemic and may be a lender for programs created in the future. These programs were new and their effects on the Company’s business remain uncertain. Through June 30, 2020, the Company approved and funded 2,810 PPP loans totaling approximately $244.9 million under the allocation approved by Congress.

In a period of economic contraction, elevated levels of loan losses and lost interest income may occur.  The Company continues to accrue interest on loans modified in accordance with the CARES Act.  To the extent those borrowers are unable to resume normal contractual payments, the Company could experience additional losses of principal and interest.
Note 2 – Accounting Policies
Accounting Standards:


Page 10


Note 1 to the 2019 Annual Report on Form 10-K filed with the SEC contains a description of the accounting policies followed by the Company and a discussion of recent accounting pronouncements. The following paragraphs update that information as necessary.
SBA Loans Held for Sale - SBA Loans Held for Sale represent the guaranteed portion of SBA loans that the Company intends to sell in the near future. These loans are carried at the lower of cost or market as determined on an individual loan basis.
Accounting Standards Adopted in 2020
In January 2017, the FASB amended the Goodwill and Other Intangibles topic of the Accounting Standards Codification to simplify the accounting for goodwill impairment for public business entities and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The amendment removes Step 2 of the goodwill impairment test. The amount of goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The effective date and transition requirements for the technical corrections were effective for the Company on January 1, 2020 and the adoption of this amendment did not have a material effect on the Company's financial statements. The Company's policy is to test goodwill for impairment annually on October 31 or on an interim basis if an event triggering impairment may have occurred. During the period ended March 31, 2020, the economic turmoil and market volatility resulting from the COVID-19 crisis resulted in a substantial decrease in the Company's stock price and market capitalization. Management believed such decrease was a triggering indicator requiring an interim goodwill impairment quantitative analysis. The results of the March 31, 2020 determined that none of the Company's goodwill was impaired as of March 31, 2020. The Company reviewed and updated this analysis as of June 30, 2020 and again determined that there was no impairment of its goodwill. Management will continue to evaluate the economic conditions at future reporting periods for applicable changes.
In August 2018, the FASB amended the Fair Value Measurement Topic of the Accounting Standards Codification. The amendments remove, modify, and add certain fair value disclosure requirements based on the concepts in the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The amendments were effective on January 1, 2020. These amendments did not have a material effect on the Company's financial statements.
In March 2019, the FASB issued guidance to address concerns companies had raised about an accounting exception they would lose when assessing the fair value of underlying assets under the leases standard and clarify that lessees and lessors are exempt from a certain interim disclosure requirement associated with adopting the new standard. The amendments were effective for the Company on January 1, 2020 and their adoption did not have a material effect on its financial statements.
Accounting Standards Pending Adoption
In June 2016, the FASB issued guidance to change the accounting for credit losses. The guidance requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit losses" and record an allowance that, when deducted from the amortized cost basis of the financial assets, presents the net amount expected to be collected on the financial assets.  In May 2019, the FASB issued additional guidance to provide entities with an option to irrevocably elect the fair value option, applied on an instrument-by-instrument basis for eligible instruments, upon the adoption of the CECL model. The Company does not expect to elect this option. The CECL framework is expected to result in earlier recognition of credit losses and is expected to be significantly influenced by the composition, characteristics and quality of the Company's loan portfolio, as well as the prevailing economic conditions and forecasts. Except as discussed below, the Company would have applied the new guidance through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption, which, for the Company, is January 1, 2020, with future adjustments to credit loss expectations recorded through the income statement as charges or credits to earnings. In the first quarter of 2020, in response to the COVID-19 pandemic, the CARES Act was enacted by the United States Congress and signed by the President. This CARES Act included an election to defer the implementation of CECL until the earlier of the cessation of the national emergency or December 31, 2020. The Company is prepared for CECL implementation but elected to defer its effective date, as permitted by the CARES Act, because of the challenges associated with developing a reliable forecast of losses that may result from the unprecedented COVID-19 pandemic. Upon the adoption of CECL, the Company expects its allowance for credit losses related to all financial assets will increase to approximately $40-$44 million as of January 1, 2020 compared to its allowance for loan losses at December 31,


Page 11


2019 of approximately $21 million. As noted above, this initial impact will be reflected as a cumulative-effect adjustment to retained earnings.
In August 2018, the FASB amended the Compensation - Retirement Benefits – Defined Benefit Plans Topic of the Accounting Standards Codification to improve disclosure requirements for employers that sponsor defined benefit pension and other postretirement plans. The guidance removes disclosures that are no longer considered cost-beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.
In March 2020, the FASB issued guidance to provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The amendments are effective as of March 12, 2020 through December 31, 2022. The Company does not expect these amendments to have a material effect on its financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
See Note 1 regarding temporary provisions of the Coronavirus Aid Relief, and Economic Security Act (CARES Act) related to loans.
Note 3 – Reclassifications
Certain amounts reported in the periods ended June 30, 2019 and December 31, 2019 may have been reclassified to conform to the presentation for June 30, 2020. Any reclassifications had no effect on net income or shareholders’ equity for the periods presented, nor did they materially impact trends in financial information.
Note 4 – Stock-Based Compensation
The Company recorded total stock-based compensation expense of $895,000 and $801,000 for the three months ended June 30, 2020 and 2019, respectively, and $1,408,000 and $1,202,000 for the six months ended June 30, 2020 and 2019, respectively, which includes the value of stock grants to directors as discussed below. The Company recognized $206,000 and $184,000 of income tax benefits related to stock-based compensation expense in the income statement for the three months ended June 30, 2020 and 2019, respectively, and $324,000 and $246,000 for the six months ended June 30, 2020 and 2019, respectively.
At June 30, 2020, the sole equity-based compensation plan for the Company is the First Bancorp 2014 Equity Plan (the "Equity Plan"), which was approved by shareholders on May 8, 2014. As of June 30, 2020, the Equity Plan had 576,614 shares remaining available for grant.
The Equity Plan is intended to serve as a means to attract, retain and motivate key employees and directors and to associate the interests of the plans' participants with those of the Company and its shareholders. The Equity Plan allows for both grants of stock options and other types of equity-based compensation, including stock appreciation rights, restricted stock, restricted performance stock, unrestricted stock, and performance units.
Recent equity awards to employees have been made in the form of shares of restricted stock with service vesting conditions only. Compensation expense for these awards is recorded over the requisite service periods. Upon forfeiture, any previously recognized compensation cost is reversed. Upon a change in control (as defined in the plans), unless the awards remain outstanding or substitute equivalent awards are provided, the awards become immediately vested.
Certain of the Company’s equity grants contain terms that provide for a graded vesting schedule whereby portions of the award vest in increments over the requisite service period. The Company recognizes compensation expense for awards with graded vesting schedules on a straight-line basis over the requisite service period for each incremental award. Compensation expense is based on the estimated number of stock options and awards that will ultimately vest. Over the past five years, there have been insignificant amounts of forfeitures, and therefore the Company assumes that all awards granted with service conditions only will vest. The Company issues new shares of common stock when options are exercised.
In addition to employee equity awards, the Company's practice is to grant common shares, valued at approximately $32,000 to each non-employee director (currently eleven in total) in June of each year. Compensation expense


Page 12


associated with these director awards is recognized on the date of award since there are no vesting conditions. On June 1, 2020, the Company granted 14,146 shares of common stock to non-employee directors (1,286 shares per director), at a fair market value of $24.87 per share, which was the closing price of the Company's common stock on that date, and resulted in $352,000 in expense. On June 1, 2019, the Company granted 9,030 shares of common stock to non-employee directors (903 shares per director), at a fair market value of $35.41 per share, which was the closing price of the Company's common stock on that date, and resulted in $320,000 in expense. The expense associated with director grants is classified as "other operating expense" in the Consolidated Statements of Income.
The following table presents information regarding the activity for the first six months of 2020 related to the Company’s outstanding restricted stock:
 
 
Long-Term Restricted Stock
 
Number of Units
 
Weighted-Average
Grant-Date Fair Value
Nonvested at January 1, 2020
 
159,366

 
$
36.79

Granted during the period
 
41,966

 
28.58

Vested during the period
 
(2,790
)
 
36.26

Forfeited or expired during the period
 

 

 
 
 
 
 
Nonvested at June 30, 2020
 
198,542

 
$
35.06


Total unrecognized compensation expense as of June 30, 2020 amounted to $3,034,000 with a weighted-average remaining term of 1.9 years. For the nonvested awards that are outstanding at June 30, 2020, the Company expects to record $1,853,000 in compensation expense in the next twelve months, $1,017,000 of which is expected to be recorded in the remaining quarters of 2020.
Prior to 2010, stock options were the primary form of stock-based compensation utilized by the Company. At June 30, 2020, there were no stock options outstanding. During both the three and six months ended June 30, 2020, there were no stock option exercises. During the three and six months ended June 30, 2019, there were $129,000 in stock option exercises.
Note 5 – Earnings Per Common Share
Basic Earnings Per Common Share is calculated by dividing net income, less income allocated to participating securities, by the weighted average number of common shares outstanding during the period, excluding unvested shares of restricted stock. For the Company, participating securities include unvested shares of restricted stock. Diluted Earnings Per Common Share is computed by assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period. For the periods presented, the Company’s potentially dilutive common stock issuances related to unvested shares of restricted stock and stock option grants under the Company’s equity-based plans, as well as contingently issuable shares.
In computing Diluted Earnings Per Common Share, adjustments are made to the computation of Basic Earnings Per Common shares, as follows. As it relates to unvested shares of restricted stock, the number of shares added to the denominator is equal to the total number of weighted average unvested shares outstanding. As it relates to stock options, it is assumed that all dilutive stock options are exercised during the reporting period at their respective exercise prices, with the proceeds from the exercises used by the Company to buy back stock in the open market at the average market price in effect during the reporting period. The difference between the number of shares assumed to be exercised and the number of shares bought back is included in the calculation of dilutive securities. As it relates to contingently issuable shares, the number of shares that are included in the calculation of dilutive securities is based on the weighted average number of shares that would have been issuable if the end of the reporting period were the end of the contingency period. If any of the potentially dilutive common stock issuances have an anti-dilutive effect, the potentially dilutive common stock issuance is disregarded.



Page 13


The following is a reconciliation of the numerators and denominators used in computing Basic and Diluted Earnings Per Common Share:
 
 
For the Three Months Ended June 30,
 
 
2020
 
2019
($ in thousands except per
share amounts)
 
Per Share
Amount
 
Shares
(Denominator)
 
Per Share
Amount
 
Income
(Numerator)
 
Shares
(Denominator)
 
Per Share
Amount
Basic EPS:
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
16,352

 
 
 
 
 
$
23,859

 
 
 
 
Less: income allocated to participating securities
 
(96
)
 
 
 
 
 
(114
)
 
 
 
 
Basic EPS per common share
 
$
16,256

 
28,799,828

 
$
0.56

 
$
23,745

 
29,626,931

 
$
0.80

 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted EPS:
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
16,352

 
28,799,828

 
 
 
$
23,859

 
29,626,931

 
 
Effect of Dilutive Securities
 

 
169,900

 
 
 

 
170,010

 
 
Diluted EPS per common share
 
$
16,352

 
28,969,728

 
$
0.56

 
$
23,859

 
29,796,941

 
$
0.80

 
 
For the Six Months Ended June 30,
 
 
2020
 
2019
($ in thousands except per
share amounts)
 
Income
(Numerator)
 
Shares
(Denominator)
 
Per Share
Amount
 
Income
(Numerator)
 
Shares
(Denominator)
 
Per Share
Amount
Basic EPS:
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
34,532

 
 
 
 
 
$
46,144

 
 
 
 
Less: income allocated to participating securities
 
$
(200
)
 
 
 
 
 
$
(227
)
 
 
 
 
Basic EPS per common share
 
$
34,332

 
29,015,308

 
$
1.18

 
$
45,917

 
29,607,074

 
$
1.55

 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted EPS:
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
34,532

 
29,015,308

 
 
 
$
46,144

 
29,607,074

 
 
Effect of Dilutive Securities
 

 
169,113

 
 
 

 
201,785

 
 
Diluted EPS per common share
 
$
34,532

 
29,184,421

 
$
1.18

 
$
46,144

 
29,808,859

 
$
1.55


There were no antidilutive options for any of the periods presented.



Page 14


Note 6 – Securities

The book values and approximate fair values of investment securities at June 30, 2020 and December 31, 2019 are summarized as follows:
($ in thousands)
June 30, 2020
 
December 31, 2019
Amortized
Cost
 
Fair
Value
 
Unrealized
 
Amortized
Cost
 
Fair
Value
 
Unrealized
 
 
Gains
 
(Losses)
 
 
 
Gains
 
(Losses)
Securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Government-sponsored enterprise securities
$
45,024

 
45,394

 
370

 

 
20,000

 
20,009

 
17

 
(8
)
Mortgage-backed securities
670,861

 
694,299

 
23,913

 
(475
)
 
758,491

 
767,285

 
9,463

 
(669
)
Corporate bonds
43,691

 
45,139

 
1,702

 
(254
)
 
33,711

 
34,651

 
1,025

 
(85
)
Total available for sale
$
759,576

 
784,832

 
25,985

 
(729
)
 
812,202

 
821,945

 
10,505

 
(762
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities held to maturity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
36,387

 
37,363

 
976

 

 
41,423

 
41,542

 
125

 
(6
)
State and local governments
58,537

 
58,955

 
418

 

 
26,509

 
26,791

 
285

 
(3
)
Total held to maturity
$
94,924

 
96,318

 
1,394

 

 
67,932

 
68,333

 
410

 
(9
)


All of the Company’s mortgage-backed securities were issued by government-sponsored corporations, except for private mortgage-backed securities with a fair value of $1.0 million and $1.1 million as of June 30, 2020 and December 31, 2019, respectively.

The following table presents information regarding securities with unrealized losses at June 30, 2020:
($ in thousands)
Securities in an Unrealized
Loss Position for
Less than 12 Months
 
Securities in an Unrealized
Loss Position for
More than 12 Months
 
Total
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
Government-sponsored enterprise securities
$

 

 

 

 

 

Mortgage-backed securities
67,514

 
276

 
6,772

 
199

 
74,286

 
475

Corporate bonds
13,866

 
134

 
880

 
120

 
14,746

 
254

State and local governments

 

 

 

 

 

Total temporarily impaired securities
$
81,380

 
410

 
7,652

 
319

 
89,032

 
729


The following table presents information regarding securities with unrealized losses at December 31, 2019:
($ in thousands)
Securities in an Unrealized
Loss Position for
Less than 12 Months
 
Securities in an Unrealized
Loss Position for
More than 12 Months
 
Total
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
Government-sponsored enterprise securities
$
4,992

 
8

 

 

 
4,992

 
8

Mortgage-backed securities
77,274

 
293

 
50,851

 
382

 
128,125

 
675

Corporate bonds

 

 
915

 
85

 
915

 
85

State and local governments

 

 
934

 
3

 
934

 
3

Total temporarily impaired securities
$
82,266

 
301

 
52,700

 
470

 
134,966

 
771




Page 15


In the above tables, all of the securities that were in an unrealized loss position at June 30, 2020 and December 31, 2019 were bonds that the Company has determined are in a loss position due primarily to interest rate factors and not credit quality concerns. The Company evaluated the collectability of each of these bonds and concluded that there was no other-than-temporary impairment. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost.
As of June 30, 2020 and December 31, 2019, the Company's security portfolio held 25 securities and 54 securities, respectively, that were in an unrealized loss position.
The book values and approximate fair values of investment securities at June 30, 2020, by contractual maturity, are summarized in the table below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
Securities Available for Sale
 
Securities Held to Maturity
($ in thousands)
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Securities
 
 
 
 
 
 
 
Due within one year
$

 

 
1,501

 
1,520

Due after one year but within five years
28,691

 
30,393

 
4,856

 
4,982

Due after five years but within ten years
59,024

 
59,260

 
3,587

 
3,669

Due after ten years
1,000

 
880

 
48,593

 
48,784

Mortgage-backed securities
670,861

 
694,299

 
36,387

 
37,363

Total securities
$
759,576

 
784,832

 
94,924

 
96,318


At June 30, 2020 and December 31, 2019 investment securities with carrying values of $370,522,000 and $260,826,000, respectively, were pledged as collateral for public deposits.
In the second quarter of 2020, the Company received proceeds from sales of securities of $219,697,000 and recorded $8,024,000 in gains from the sales. The Company sold no securities in 2019.
Included in “other assets” in the Consolidated Balance Sheets are cost-method investments in Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank of Richmond (“FRB”) stock totaling $25,626,000 and $33,380,000 at June 30, 2020 and December 31, 2019, respectively. The FHLB stock had a cost and fair value of $8,003,000 and $15,789,000 at June 30, 2020 and December 31, 2019, respectively, and serves as part of the collateral for the Company’s line of credit with the FHLB and is also a requirement for membership in the FHLB system. The FRB stock had a cost and fair value of $17,623,000 and $17,591,000 at June 30, 2020 and December 31, 2019, respectively, and is a requirement for FRB member bank qualification. Periodically, both the FHLB and FRB recalculate the Company’s required level of holdings, and the Company either buys more stock or redeems a portion of the stock at cost. The Company determined that neither stock was impaired at either period end.
The Company owns 12,356 Class B shares of Visa, Inc. (“Visa”) stock that were received upon Visa’s initial public offering. These shares are expected to convert into Class A Visa shares subsequent to the settlement of certain litigation against Visa, to which the Company is not a party. The Class B shares have transfer restrictions, and the conversion rate into Class A shares is periodically adjusted as Visa settles litigation. The conversion rate at June 30, 2020 was approximately 1.62, which means the Company would receive approximately 20,051 Class A shares if the stock had converted on that date. This Class B stock does not have a readily determinable fair value and is carried at zero. If a readily determinable fair value becomes available for the Class B shares, or upon the conversion to Class A shares, the Company will adjust the carrying value of the stock to its market value with a credit to earnings.



Page 16


Note 7 – Loans and Asset Quality Information

The following is a summary of the major categories of total loans outstanding:
($ in thousands)
June 30, 2020
 
December 31, 2019
 
Amount
 
Percentage
 
Amount
 
Percentage
All  loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, and agricultural
$
723,053

 
15
%
 
$
504,271

 
11
%
Real estate – construction, land development & other land loans
648,590

 
14
%
 
530,866

 
12
%
Real estate – mortgage – residential (1-4 family) first mortgages
1,076,411

 
22
%
 
1,105,014

 
25
%
Real estate – mortgage – home equity loans / lines of credit
318,618

 
7
%
 
337,922

 
8
%
Real estate – mortgage – commercial and other
1,959,078

 
41
%
 
1,917,280

 
43
%
Consumer loans
51,161

 
1
%
 
56,172

 
1
%
Subtotal
4,776,911

 
100
%
 
4,451,525

 
100
%
Unamortized net deferred loan costs (fees)
(6,848
)
 
 
 
1,941

 
 
Total loans
$
4,770,063

 
 
 
$
4,453,466

 
 


Included in the table above are PPP loans totaling $244.9 million that are in the line item "Commercial, financial and agricultural." PPP loans are fully guaranteed by the SBA. Included in unamortized net deferred loan fees are $8.8 million in unamortized net deferred loan fees associated with PPP loans. These fees are being amortized under the effective interest method over the terms of the loans. Accelerated amortization will be recorded in the periods in which principal amounts are forgiven in accordance with the terms of the program.

Also included in the table above are various non-PPP SBA loans, with additional information on these loans presented in the table below.

($ in thousands)
June 30, 2020
 
December 31, 2019
Guaranteed portions of non-PPP SBA loans included in table above
$
31,630

 
54,400

Unguaranteed portions of SBA Loans included in table above
123,125

 
110,782

Total non-PPP SBA loans included in the table above
$
154,755

 
165,182

 


 


Sold portions of SBA with servicing retained - not included in tables above
$
347,376

 
316,730


At June 30, 2020 and December 31, 2019, there was a remaining unaccreted discount on the retained portion of sold SBA loans amounting to $6.8 million and $7.1 million, respectively.
The Company has several acquired loan portfolios as a result of merger and acquisition transactions. In these transactions, the Company recorded loans at their fair value as required by applicable accounting guidance. Included in these loan portfolios were purchased credit impaired (“PCI”) loans, which are loans for which it is probable at acquisition date that all contractually required payments will not be collected. The remaining loans were considered to be purchased non-impaired loans and their related fair value discount or premium is being recognized as an adjustment to yield over the remaining life of each loan.
As of June 30, 2020 and December 31, 2019, there was a remaining accretable discount of $9.5 million and $11.1 million, respectively, related to purchased non-impaired loans. The discounts are amortized as yield adjustments over the respective lives of the loans, so long as the loans perform.


Page 17


The following table presents changes in the carrying value of PCI loans.
PCI loans
For the Six Months Ended June 30, 2020
 
For the Six Months Ended June 30, 2019
Balance at beginning of period
$
12,664

 
17,393

Change due to payments received and accretion
(2,939
)
 
(3,273
)
Change due to loan charge-offs
(10
)
 
(11
)
Transfers to foreclosed real estate

 

Other
27

 
66

Balance at end of period
$
9,742

 
14,175


The following table presents changes in the accretable yield for PCI loans.
Accretable Yield for PCI loans
For the Six Months Ended June 30, 2020
 
For the Six Months Ended June 30, 2019
Balance at beginning of period
$
4,149

 
4,750

Accretion
(742
)
 
(811
)
Reclassification from (to) nonaccretable difference
366

 
502

Other, net
(510
)
 
(89
)
Balance at end of period
$
3,263

 
4,352


During the first six months of 2020, the Company received $414,000 in payments that exceeded the carrying amount of the related PCI loans, of which $341,000 was recognized as loan discount accretion income, $59,000 was recorded as additional loan interest income, and $14,000 was recorded as a recovery. During the first six months of 2019, the Company received $290,000 in payments that exceeded the carrying amount of the related PCI loans, of which $263,000 was recognized as loan discount accretion income and $27,000 was recorded as additional loan interest income.
Nonperforming assets are defined as nonaccrual loans, restructured loans, loans past due 90 or more days and still accruing interest, and foreclosed real estate. Nonperforming assets are summarized as follows.
($ in thousands)
June 30,
2020

December 31,
2019
Nonperforming assets
 


 

Nonaccrual loans
$
34,922


24,866

Restructured loans - accruing
9,867


9,053

Accruing loans > 90 days past due



Total nonperforming loans
44,789


33,919

Foreclosed real estate
2,987


3,873

Total nonperforming assets
$
47,776


37,792







Purchased credit impaired loans not included above (1)
$
9,742


12,664







(1) In the March 3, 2017 acquisition of Carolina Bank, and the October 1, 2017 acquisition of Asheville Savings Bank, the Company acquired $19.3 million and $9.9 million, respectively, in PCI loans in accordance with ASC 310-30 accounting guidance. These loans are excluded from nonperforming loans, including $0.8 million and $0.8 million in PCI loans at June 30, 2020 and December 31, 2019, respectively, that were contractually past due 90 days or more.
At June 30, 2020 and December 31, 2019, the Company had $2.0 million and $0.6 million in residential mortgage loans in process of foreclosure, respectively.



Page 18


The following is a summary of the Company’s nonaccrual loans by major categories.
($ in thousands)
June 30,
2020
 
December 31,
2019
Commercial, financial, and agricultural
$
8,239

 
5,518

Real estate – construction, land development & other land loans
1,038

 
1,067

Real estate – mortgage – residential (1-4 family) first mortgages
7,327

 
7,552

Real estate – mortgage – home equity loans / lines of credit
1,903

 
1,797

Real estate – mortgage – commercial and other
16,229

 
8,820

Consumer loans
186

 
112

Total
$
34,922

 
24,866



The following table presents an analysis of the payment status of the Company’s loans as of June 30, 2020. Due to the onset of the COVID-19 pandemic not occurring until late in the first quarter of 2020, as well as the Company's COVID-19 deferral program and the SBA's relief program, whereby the SBA is making six months of principal and interest payments on most SBA loans held in the Company's portfolio, the past due amounts below were not negatively impacted by the pandemic and were likely favorably impacted.
($ in thousands)
Accruing
30-59
Days Past
Due
 
Accruing
60-89
Days
Past
Due
 
Accruing
90 Days
or More
Past
Due
 
Nonaccrual
Loans
 
Accruing
Current
 
Total Loans
Receivable
Commercial, financial, and agricultural
$
1,133

 
95

 

 
8,239

 
713,401

 
722,868

Real estate – construction, land development & other land loans
133

 
751

 

 
1,038

 
643,790

 
645,712

Real estate – mortgage – residential (1-4 family) first mortgages
624

 
1,279

 

 
7,327

 
1,061,983

 
1,071,213

Real estate – mortgage – home equity loans / lines of credit
593

 
203

 

 
1,903

 
315,824

 
318,523

Real estate – mortgage – commercial and other
1,055

 
278

 

 
16,229

 
1,940,194

 
1,957,756

Consumer loans
136

 
35

 

 
186

 
50,740

 
51,097

Purchased credit impaired
11

 
13

 
800

 

 
8,918

 
9,742

Total
$
3,685

 
2,654

 
800

 
34,922

 
4,734,850

 
4,776,911

Unamortized net deferred loan costs (fees)
 
 
 
 
 
 
 
 
 
 
(6,848
)
Total loans
 
 
 
 
 
 
 
 
 
 
$
4,770,063



Page 19


The following table presents an analysis of the payment status of the Company’s loans as of December 31, 2019.
($ in thousands)
Accruing
30-59
Days
Past
Due
 
Accruing
60-89
Days
Past
Due
 
Accruing
90 Days
or More
Past
Due
 
Nonaccrual
Loans
 
Accruing
Current
 
Total Loans
Receivable
Commercial, financial, and agricultural
$
752

 

 

 
5,518

 
497,788

 
504,058

Real estate – construction, land development & other land loans
37

 
152

 

 
1,067

 
529,444

 
530,700

Real estate – mortgage – residential (1-4 family) first mortgages
10,858

 
5,056

 

 
7,552

 
1,076,205

 
1,099,671

Real estate – mortgage – home equity loans / lines of credit
770

 
300

 

 
1,797

 
334,832

 
337,699

Real estate – mortgage – commercial and other
4,257

 

 

 
8,820

 
1,897,573

 
1,910,650

Consumer loans
344

 
137

 

 
112

 
55,490

 
56,083

Purchased credit impaired
218

 
38

 
762

 

 
11,646

 
12,664

Total
$
17,236

 
5,683

 
762

 
24,866

 
4,402,978

 
4,451,525

Unamortized net deferred loan costs
 
 
 
 
 
 
 
 
 
 
1,941

Total loans
 
 
 
 
 
 
 
 
 
 
$
4,453,466




Page 20


The following table presents the activity in the allowance for loan losses for all loans for the three and six months ended June 30, 2020.
($ in thousands)
Commercial,
Financial,
and
Agricultural
 
Real Estate

Construction,
Land
Development
& Other Land
Loans
 
Real Estate

Residential
(1-4 Family)
First
Mortgages
 
Real Estate
– Mortgage
– Home
Equity
Lines of
Credit
 
Real Estate
– Mortgage

Commercial
and Other
 
Consumer Loans
 
Unallocated
 
Total
As of and for the three months ended June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
4,204

 
2,599

 
4,373

 
1,394

 
10,913

 
1,015

 

 
24,498

Charge-offs
(1,471
)
 
(5
)
 
(279
)
 
(313
)
 
(282
)
 
(110
)
 

 
(2,460
)
Recoveries
260

 
353

 
224

 
83

 
55

 
31

 

 
1,006

Provisions
2,996

 
2,730

 
4,021

 
1,195

 
8,069

 
287

 

 
19,298

Ending balance
$
5,989

 
5,677

 
8,339

 
2,359

 
18,755

 
1,223

 

 
42,342

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of and for the six months ended June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
4,553

 
1,976

 
3,832

 
1,127

 
8,938

 
972

 

 
21,398

Charge-offs
(3,931
)
 
(45
)
 
(474
)
 
(381
)
 
(545
)
 
(397
)
 

 
(5,773
)
Recoveries
477

 
643

 
315

 
166

 
102

 
126

 

 
1,829

Provisions
4,890

 
3,103

 
4,666

 
1,447

 
10,260

 
522

 

 
24,888

Ending balance
$
5,989

 
5,677

 
8,339

 
2,359

 
18,755

 
1,223

 

 
42,342

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance as of June 30, 2020: Allowance for loan losses
Individually evaluated for impairment
$
830

 
67

 
817

 

 
1,052

 

 

 
2,766

Collectively evaluated for impairment
$
5,117

 
5,610

 
7,412

 
2,359

 
17,699

 
1,215

 

 
39,412

Purchased credit impaired
$
42

 

 
110

 

 
4

 
8

 

 
164

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans receivable as of June 30, 2020
Ending balance – total
$
723,053

 
648,590

 
1,076,411

 
318,618

 
1,959,078

 
51,161

 

 
4,776,911

Unamortized net deferred loan fees
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(6,848
)
Total loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
4,770,063

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balances as of June 30, 2020: Loans
Individually evaluated for impairment
$
6,736

 
965

 
9,743

 
325

 
17,697

 

 

 
35,466

Collectively evaluated for impairment
$
716,132

 
644,747

 
1,061,470

 
318,198

 
1,940,059

 
51,097

 

 
4,731,703

Purchased credit impaired
$
185

 
2,878

 
5,198

 
95

 
1,322

 
64

 

 
9,742



Page 21


The following table presents the activity in the allowance for loan losses for the year ended December 31, 2019.
($ in thousands)
Commercial,
Financial,
and
Agricultural
 
Real Estate
Construction,
Land
Development
& Other Land
Loans
 
Real Estate
Residential
(1-4 Family)
First
Mortgages
 
Real Estate
– Mortgage
– Home
Equity
Lines of
Credit
 
Real Estate
– Mortgage
Commercial
and Other
 
Consumer Loans
 
Unallocated
 
Total
As of and for the year ended December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
2,889

 
2,243

 
5,197

 
1,665

 
7,983

 
952

 
110

 
21,039

Charge-offs
(2,473
)
 
(553
)
 
(657
)
 
(307
)
 
(1,556
)
 
(757
)
 

 
(6,303
)
Recoveries
980

 
1,275

 
705

 
629

 
575

 
235

 

 
4,399

Provisions
3,157

 
(989
)
 
(1,413
)
 
(860
)
 
1,936

 
542

 
(110
)
 
2,263

Ending balance
$
4,553

 
1,976

 
3,832

 
1,127

 
8,938

 
972

 

 
21,398

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balances as of December 31, 2019: Allowance for loan losses
Individually evaluated for impairment
$
1,791

 
50

 
750

 

 
983

 

 

 
3,574

Collectively evaluated for impairment
$
2,720

 
1,926

 
2,976

 
1,127

 
7,931

 
961

 

 
17,641

Purchased credit impaired
$
42

 

 
106

 

 
24

 
11

 

 
183

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans receivable as of December 31, 2019:
Ending balance – total
$
504,271

 
530,866

 
1,105,014

 
337,922

 
1,917,280

 
56,172

 

 
4,451,525

Unamortized net deferred loan costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,941

Total loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
4,453,466

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balances as of December 31, 2019: Loans
Individually evaluated for impairment
$
4,957

 
796

 
9,546

 
333

 
9,570

 

 

 
25,202

Collectively evaluated for impairment
$
499,101

 
529,904

 
1,090,125

 
337,366

 
1,901,080

 
56,083

 

 
4,413,659

Purchased credit impaired
$
213

 
166

 
5,343

 
223

 
6,630

 
89

 

 
12,664



Page 22


The following table presents the activity in the allowance for loan losses for all loans for the three and six months ended June 30, 2019.
($ in thousands)
Commercial,
Financial,
and
Agricultural
 
Real Estate

Construction,
Land
Development
& Other Land
Loans
 
Real Estate

Residential
(1-4 Family)
First
Mortgages
 
Real Estate
– Mortgage
– Home
Equity
Lines of
Credit
 
Real Estate
– Mortgage

Commercial
and Other
 
Consumer Loans
 
Unallocated
 
Total
As of and for the three months ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
3,709

 
2,284

 
4,510

 
1,374

 
8,120

 
1,006

 
92

 
21,095

Charge-offs
(690
)
 
(29
)
 
(155
)
 
(66
)
 
(2
)
 
(155
)
 

 
(1,097
)
Recoveries
191

 
202

 
222

 
327

 
103

 
54

 

 
1,099

Provisions
8

 
(642
)
 
(454
)
 
(364
)
 
631

 
306

 
207

 
(308
)
Ending balance
$
3,218


1,815


4,123


1,271


8,852


1,211


299


20,789

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of and for the six months ended June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
2,889

 
2,243

 
5,197

 
1,665

 
7,983

 
952

 
110

 
21,039

Charge-offs
(936
)
 
(293
)
 
(185
)
 
(146
)
 
(838
)
 
(436
)
 

 
(2,834
)
Recoveries
605

 
489

 
382

 
455

 
374

 
87

 

 
2,392

Provisions
660

 
(624
)
 
(1,271
)
 
(703
)
 
1,333

 
608

 
189

 
192

Ending balance
$
3,218

 
1,815

 
4,123

 
1,271

 
8,852

 
1,211

 
299

 
20,789

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance as of June 30, 2019: Allowance for loan losses
Individually evaluated for impairment
$
435

 
44

 
770

 

 
783

 

 

 
2,032

Collectively evaluated for impairment
$
2,776

 
1,771

 
3,289

 
1,271

 
8,013

 
1,195

 
299

 
18,614

Purchased credit impaired
$
7

 

 
64

 

 
56

 
16

 

 
143

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans receivable as of June 30, 2019
Ending balance – total
$
471,188

 
456,781

 
1,090,601

 
349,355

 
1,900,188

 
69,600

 

 
4,337,713

Unamortized net deferred loan costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,784

Total loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
4,339,497

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balances as of June 30, 2019: Loans
Individually evaluated for impairment
$
992

 
1,020

 
10,334

 
21

 
7,451

 

 

 
19,818

Collectively evaluated for impairment
$
469,932

 
455,589

 
1,074,325

 
349,124

 
1,885,294

 
69,456

 

 
4,303,720

Purchased credit impaired
$
264

 
172

 
5,942

 
210

 
7,443

 
144

 

 
14,175





Page 23


The following table presents loans individually evaluated for impairment by class of loans, excluding PCI loans, as of June 30, 2020.
($ in thousands)
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment
Impaired loans with no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, and agricultural
$
13

 
17

 

 
16

Real estate – mortgage – construction, land development & other land loans
331

 
500

 

 
223

Real estate – mortgage – residential (1-4 family) first mortgages
4,584

 
4,874

 

 
4,595

Real estate – mortgage –home equity loans / lines of credit
325

 
357

 

 
329

Real estate – mortgage –commercial and other
14,293

 
16,311

 

 
7,469

Consumer loans

 

 

 

Total impaired loans with no allowance
$
19,546

 
22,059

 

 
12,632

 
 
 
 
 
 
 
 
Impaired loans with an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, and agricultural
$
6,723

 
7,533

 
830

 
4,898

Real estate – mortgage – construction, land development & other land loans
634

 
643

 
67

 
616

Real estate – mortgage – residential (1-4 family) first mortgages
5,159

 
5,383

 
817

 
5,140

Real estate – mortgage –home equity loans / lines of credit

 

 

 
34

Real estate – mortgage –commercial and other
3,404

 
3,427

 
1,052

 
5,574

Consumer loans

 

 

 

Total impaired loans with allowance
$
15,920

 
16,986

 
2,766

 
16,262

Interest income recorded on impaired loans during the six months ended June 30, 2020 was insignificant.


Page 24


The following table presents loans individually evaluated for impairment by class of loans, excluding PCI loans, as of December 31, 2019.
($ in thousands)
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment
Impaired loans with no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, and agricultural
$
16

 
19

 

 
74

Real estate – mortgage – construction, land development & other land loans
221

 
263

 

 
366

Real estate – mortgage – residential (1-4 family) first mortgages
4,300

 
4,539

 

 
4,415

Real estate – mortgage –home equity loans / lines of credit
333

 
357

 

 
147

Real estate – mortgage –commercial and other
2,643

 
3,328

 

 
3,240

Consumer loans

 

 

 

Total impaired loans with no allowance
$
7,513

 
8,506

 

 
8,242

 
 
 
 
 
 
 
 
Impaired loans with an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, and agricultural
$
4,941

 
4,995

 
1,791

 
1,681

Real estate – mortgage – construction, land development & other land loans
575

 
575

 
50

 
586

Real estate – mortgage – residential (1-4 family) first mortgages
5,246

 
5,469

 
750

 
6,206

Real estate – mortgage –home equity loans / lines of credit

 

 

 
55

Real estate – mortgage –commercial and other
6,927

 
7,914

 
983

 
5,136

Consumer loans

 

 

 

Total impaired loans with allowance
$
17,689

 
18,953

 
3,574

 
13,664


Interest income recorded on impaired loans during the year ended December 31, 2019 was $1.3 million, and reflects interest income recorded on nonaccrual loans prior to them being placed on nonaccrual status and interest income recorded on accruing restructured loans.
The Company tracks credit quality based on its internal risk ratings. Upon origination, a loan is assigned an initial risk grade, which is generally based on several factors such as the borrower’s credit score, the loan-to-value ratio, the debt-to-income ratio, etc. Loans that are risk-graded as substandard during the origination process are declined. After loans are initially graded, they are monitored regularly for credit quality based on many factors, such as payment history, the borrower’s financial status, and changes in collateral value. Loans can be downgraded or upgraded depending on management’s evaluation of these factors. Internal risk-grading policies are consistent throughout each loan type.


Page 25


The following describes the Company’s internal risk grades in ascending order of likelihood of loss:
 
Risk Grade
Description
Pass:
 
 
 
1
Loans with virtually no risk, including cash secured loans.
 
2
Loans with documented significant overall financial strength.  These loans have minimum chance of loss due to the presence of multiple sources of repayment – each clearly sufficient to satisfy the obligation.
 
3
Loans with documented satisfactory overall financial strength.  These loans have a low loss potential due to presence of at least two clearly identified sources of repayment – each of which is sufficient to satisfy the obligation under the present circumstances.
 
4
Loans to borrowers with acceptable financial condition.  These loans could have signs of minor operational weaknesses, lack of adequate financial information, or loans supported by collateral with questionable value or marketability.  
 
5
Loans that represent above average risk due to minor weaknesses and warrant closer scrutiny by management.  Collateral is generally required and felt to provide reasonable coverage with realizable liquidation values in normal circumstances.  Repayment performance is satisfactory.
 
P
(Pass)
Consumer loans (<$500,000) that are of satisfactory credit quality with borrowers who exhibit good personal credit history, average personal financial strength and moderate debt levels.  These loans generally conform to Bank policy, but may include approved mitigated exceptions to the guidelines.  
Special Mention:
 
 
 
6
Existing loans with defined weaknesses in primary source of repayment that, if not corrected, could cause a loss to the Bank.
Classified:
 
 
 
7
An existing loan inadequately protected by the current sound net worth and paying capacity of the obligor or the collateral pledged, if any.  These loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.
 
8
Loans that have a well-defined weakness that make the collection or liquidation in full highly questionable and improbable.  Loss appears imminent, but the exact amount and timing is uncertain.
 
9
Loans that are considered uncollectible and are in the process of being charged-off.  This grade is a temporary grade assigned for administrative purposes until the charge-off is completed.
 
F
(Fail)
Consumer loans (<$500,000) with a well-defined weakness, such as exceptions of any kind with no mitigating factors, history of paying outside the terms of the note, insufficient income to support the current level of debt, etc.
The following table presents the Company’s recorded investment in loans by credit quality indicators as of June 30, 2020.
($ in thousands)
Pass
 
Special
Mention Loans
 
Classified
Accruing Loans
 
Classified
Nonaccrual
Loans
 
Total
Commercial, financial, and agricultural
$
708,073

 
5,910

 
646

 
8,239

 
722,868

Real estate – construction, land development & other land loans
638,421

 
4,722

 
1,531

 
1,038

 
645,712

Real estate – mortgage – residential (1-4 family) first mortgages
1,042,495

 
8,132

 
13,259

 
7,327

 
1,071,213

Real estate – mortgage – home equity loans / lines of credit
309,614

 
1,183

 
5,823

 
1,903

 
318,523

Real estate – mortgage – commercial and other
1,915,982

 
21,647

 
3,898

 
16,229

 
1,957,756

Consumer loans
50,504

 
209

 
198

 
186

 
51,097

Purchased credit impaired
7,933

 
86

 
1,723

 

 
9,742

Total
$
4,673,022

 
41,889

 
27,078

 
34,922

 
4,776,911

Unamortized net deferred loan costs
 
 
 
 
 
 
 
 
(6,848
)
Total loans
 
 
 
 
 
 
 
 
4,770,063



Page 26


The following table presents the Company’s recorded investment in loans by credit quality indicators as of December 31, 2019.
($ in thousands)
Pass
 
Special
Mention Loans
 
Classified
Accruing Loans
 
Classified
Nonaccrual
Loans
 
Total
Commercial, financial, and agricultural
$
486,081

 
7,998

 
4,461

 
5,518

 
504,058

Real estate – construction, land development & other land loans
522,767

 
4,075

 
2,791

 
1,067

 
530,700

Real estate – mortgage – residential (1-4 family) first mortgages
1,063,735

 
13,187

 
15,197

 
7,552

 
1,099,671

Real estate – mortgage – home equity loans / lines of credit
328,903

 
1,258

 
5,741

 
1,797

 
337,699

Real estate – mortgage – commercial and other
1,873,594

 
20,800

 
7,436

 
8,820

 
1,910,650

Consumer loans
55,203

 
413

 
355

 
112

 
56,083

Purchased credit impaired
8,098

 
2,590

 
1,976

 

 
12,664

Total
$
4,338,381

 
50,321

 
37,957

 
24,866

 
4,451,525

Unamortized net deferred loan costs
 
 
 
 
 
 
 
 
1,941

Total loans
 
 
 
 
 
 
 
 
4,453,466


Troubled Debt Restructurings
The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, extension of terms and other actions intended to minimize potential losses. As previously noted, under the CARES Act and banking regulator guidance, which the Company has applied, modifications deemed to be COVID-19-related are not considered a troubled debt restructuring if the loan was not more than 30 days past due as of December 31, 2019 and the deferral was executed between March 1, 2020 and the earlier of 60 days after the date of termination of the COVID-19 national emergency or December 31, 2020. Under these terms, as of June 30, 2020, the Company had processed payment deferrals for 1,483 loans with an aggregate loan balance of $774 million. These deferrals were generally no more than 90 days in duration and are not included in the troubled debt restructurings disclosed in this report. As the initial 90 day deferrals expire, the Company is approving second deferral requests based on the circumstances of each borrower. Thus a portion of the deferrals at June 30, 2020 represent grants of second deferrals for those borrowers whose initial deferrals were on or prior to April 1, 2020. The Company continues to accrue interest on these loans during the deferral period.
The vast majority of the Company’s troubled debt restructurings modified during the periods ended June 30, 2020 and June 30, 2019 related to interest rate reductions combined with extension of terms. The Company does not generally grant principal forgiveness.
All loans classified as troubled debt restructurings are considered to be impaired and are evaluated as such for determination of the allowance for loan losses. The Company’s troubled debt restructurings can be classified as either nonaccrual or accruing based on the loan’s payment status. The troubled debt restructurings that are nonaccrual are reported within the nonaccrual loan totals presented previously.


Page 27


The following table presents information related to loans modified in a troubled debt restructuring during the three months ended June 30, 2020 and 2019.
($ in thousands)
For the three months ended
June 30, 2020
 
For the three months ended
June 30, 2019
 
Number of
Contracts
 
Pre-
Modification
Restructured
Balances
 
Post-
Modification
Restructured
Balances
 
Number of
Contracts
 
Pre-
Modification
Restructured
Balances
 
Post-
Modification
Restructured
Balances
TDRs – Accruing
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, and agricultural

 
$

 
$

 
1

 
$
143

 
$
143

Real estate – construction, land development & other land loans
1

 
67

 
67

 

 

 

Real estate – mortgage – residential (1-4 family) first mortgages
2

 
75

 
78

 
1

 
136

 
136

Real estate – mortgage – home equity loans / lines of credit

 

 

 

 

 

Real estate – mortgage – commercial and other

 

 

 
1

 
965

 
965

Consumer loans

 

 

 

 

 

TDRs – Nonaccrual
 
 
 
 
 
 
 
 


 
 
Commercial, financial, and agricultural

 

 

 

 

 

Real estate – construction, land development & other land loans

 

 

 

 

 

Real estate – mortgage – residential (1-4 family) first mortgages

 

 

 

 

 

Real estate – mortgage – home equity loans / lines of credit

 

 

 

 

 

Real estate – mortgage – commercial and other

 

 

 

 

 

Consumer loans

 

 

 

 

 

Total TDRs arising during period
3

 
$
142

 
$
145

 
3

 
$
1,244

 
$
1,244





Page 28


The following table presents information related to loans modified in a troubled debt restructuring during the six months ended June 30, 2020 and 2019.
($ in thousands)
For the six months ended
June 30, 2020
 
For the six months ended
June 30, 2019
 
Number of
Contracts
 
Pre-
Modification
Restructured
Balances
 
Post-
Modification
Restructured
Balances
 
Number of
Contracts
 
Pre-
Modification
Restructured
Balances
 
Post-
Modification
Restructured
Balances
TDRs – Accruing
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, and agricultural
2

 
$
143

 
$
143

 
1

 
$
143

 
$
143

Real estate – construction, land development & other land loans
1

 
67

 
67

 

 

 

Real estate – mortgage – residential (1-4 family) first mortgages
2

 
75

 
78

 
3

 
390

 
394

Real estate – mortgage – home equity loans / lines of credit

 

 

 

 

 

Real estate – mortgage – commercial and other

 

 

 
1

 
965

 
965

Consumer loans

 

 

 

 

 

TDRs – Nonaccrual
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial, and agricultural

 

 

 

 

 

Real estate – construction, land development & other land loans

 

 

 

 

 

Real estate – mortgage – residential (1-4 family) first mortgages

 

 

 

 

 

Real estate – mortgage – home equity loans / lines of credit

 

 

 

 

 

Real estate – mortgage – commercial and other

 

 

 

 

 

Consumer loans

 

 

 

 

 

Total TDRs arising during period
5

 
$
285

 
$
288

 
5

 
$
1,498

 
$
1,502


Accruing restructured loans that were modified in the previous twelve months and that defaulted during the three months ended June 30, 2020 and 2019 are presented in the table below. The Company considers a loan to have defaulted when it becomes 90 or more days delinquent under the modified terms, has been transferred to nonaccrual status, or has been transferred to foreclosed real estate.
($ in thousands)
For the Three Months Ended June 30, 2020
 
For the Three Months Ended June 30, 2019
 
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
Accruing TDRs that subsequently defaulted
 
 
 
 
 
 
 
Real estate – mortgage – residential (1-4 family first mortgages)

 
$

 
1

 
$
93

Real estate – mortgage – commercial and other
1

 
274

 

 

Total accruing TDRs that subsequently defaulted
1

 
$
274

 
1

 
$
93



Accruing restructured loans that were modified in the previous twelve months and that defaulted during the six months ended June 30, 2020 and 2019 are presented in the table below.


Page 29


($ in thousands)
For the Six Months Ended June 30, 2020
 
For the Six Months Ended June 30, 2019
 
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
Accruing TDRs that subsequently defaulted
 
 
 
 
 
 
 
Real estate – mortgage – residential (1-4 family first mortgages)

 
$

 
1

 
$
93

Real estate – mortgage – commercial and other
1

 
274

 

 

Total accruing TDRs that subsequently defaulted
1

 
$
274

 
1

 
$
93



Note 8 – Goodwill and Other Intangible Assets
The following is a summary of the gross carrying amount and accumulated amortization of amortizable intangible assets as of June 30, 2020 and December 31, 2019, and the carrying amount of unamortized intangible assets as of those same dates.
 
 
June 30, 2020
 
December 31, 2019
($ in thousands)
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Amortizable intangible assets:
 
 
 
 
 
 
 
 
Customer lists
 
$
6,013

 
2,445

 
6,013

 
2,185

Core deposit intangibles
 
28,440

 
22,337

 
28,440

 
20,610

SBA servicing asset
 
8,480

 
3,809

 
7,776

 
2,393

Other
 
1,303

 
1,173

 
1,303

 
1,127

Total
 
$
44,236

 
29,764

 
43,532

 
26,315

 
 
 
 
 
 
 
 
 
Unamortizable intangible assets:
 
 
 
 
 
 
 
 
Goodwill
 
$
234,368

 
 
 
234,368

 
 

SBA servicing assets are recorded for SBA loans, or portions thereof, that the Company has sold but continue to service for a fee. Servicing assets are initially recorded at fair value and amortized over the expected lives of the related loans and are tested for impairment on a quarterly basis. SBA servicing asset amortization expense is recorded within noninterest income as an offset to SBA servicing fees within the line item "Other service charges, commissions, and fees." As noted in the table above, the Company has a SBA servicing asset at June 30, 2020 with a remaining book value of $4,671,000. The Company recorded $704,000 and $1,484,000 in servicing assets associated with the guaranteed portion of SBA loans sold during the first six months of 2020 and 2019, respectively. During the first six months of 2020 and 2019, the Company recorded $1,416,000 and $621,000, respectively, in related amortization expense. Included in the amortization expense for the first six months of 2020 is a first quarter of 2020 impairment charge of approximately $500,000 due to a decrease in the fair value of the asset resulting from deteriorations in market conditions at the end of the first quarter of 2020.
Amortization expense of all other intangible assets totaled $978,000 and $1,242,000 for the three months ended June 30, 2020 and 2019, respectively. Amortization expense of all other intangible assets totaled $2,033,000 and $2,574,000 for the six months ended June 30, 2020 and 2019, respectively.
During the period ended March 31, 2020, the economic turmoil and market volatility resulting from the COVID-19 crisis resulted in a substantial decrease in the Company's stock price and market capitalization. Management believed such decrease was a triggering indicator requiring an interim step-one goodwill impairment quantitative analysis. The results of the March 31, 2020 analysis determined that none of the Company's goodwill was impaired as of March 31, 2020. As a result of the continued economic turmoil and market volatility during the period ended June 30, 2020, the Company qualitatively reviewed the factors and assumptions used in the March 31, 2020 analysis, including financial projections, discount rates, and market premiums, in light of the triggering event existing as of June 30, 2020 and based on that analysis, the Company concluded there was no impairment of its goodwill at June 30, 2020. Management will continue to evaluate the economic conditions at future reporting periods for applicable changes.



Page 30


The following table presents the estimated amortization expense schedule related to acquisition-related amortizable intangible assets. These amounts will be recorded as "Intangibles amortization expense" within the noninterest expense section of the Consolidated Statements of Income. These estimates are subject to change in future periods to the extent management determines it is necessary to make adjustments to the carrying value or estimated useful lives of amortized intangible assets. income within the line item "Other service charges, commissions and fees" of the Consolidated Statements of Income.
($ in thousands)
 
Estimated Amortization
Expense
July 1 to December 31, 2020
 
$
1,808

2021
 
2,927

2022
 
2,022

2023
 
1,041

2024
 
404

Thereafter
 
1,599

Total
 
$
9,801


Note 9 – Pension Plans
The Company has historically sponsored two defined benefit pension plans – a qualified retirement plan (the “Pension Plan”) which was generally available to all employees, and a Supplemental Executive Retirement Plan (the “SERP”), which was for the benefit of certain senior management executives of the Company. Effective December 31, 2012, the Company froze both plans for all participants. Although no previously accrued benefits were lost, employees no longer accrue benefits for service subsequent to 2012.
The Company recorded periodic pension cost totaling $215,000 and $244,000 for the three months ended June 30, 2020 and 2019, respectively, and $431,000 and $488,000 for the six months ended June 30, 2020 and 2019, respectively. The following table contains the components of the pension cost.
 
For the Three Months Ended June 30,
($ in thousands)
2020
Pension Plan

2019
Pension Plan

2020
SERP

2019
SERP

2020 Total
Both Plans
 
2019 Total
Both Plans
Service cost
$











Interest cost
305


372


55


41


360


413

Expected return on plan assets
(325
)

(397
)





(325
)

(397
)
Amortization of net (gain)/loss
221


223


(41
)

5


180


228

Net periodic pension cost
$
201


198


14


46


215


244

 
Six Months Ended June 30, 2020
($ in thousands)
2020 Pension Plan
 
2019 Pension Plan
 
2020 SERP
 
2019 SERP
 
2020 Total Both Plans
 
2019 Total Both Plans
Service cost
$

 

 

 

 

 

Interest cost
613

 
744

 
110

 
82

 
723

 
826

Expected return on plan assets
(650
)
 
(794
)
 

 

 
(650
)
 
(794
)
Amortization of net (gain)/loss
440

 
446

 
(82
)
 
10

 
358

 
456

Net periodic pension cost
$
403

 
396

 
28

 
92

 
431

 
488


The service cost component of net periodic pension cost is included in salaries and benefits expense and all other components of net periodic pension cost are included in other noninterest expense.
The Company’s contributions to the Pension Plan are based on computations by independent actuarial consultants and are intended to be deductible for income tax purposes. The Company did not contribute to the Pension Plan in the first six months of 2020 and does not expect to contribute to the Pension Plan in the remainder of 2020.


Page 31


The Company’s funding policy with respect to the SERP is to fund the related benefits from the operating cash flow of the Company.
Note 10 – Accumulated Other Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the change in equity during a period for non-owner transactions and is divided into net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes revenues, expenses, gains, and losses that are excluded from earnings under current accounting standards. The components of accumulated other comprehensive income (loss) for the Company are as follows:
($ in thousands)
June 30, 2020
 
December 31, 2019
Unrealized gain (loss) on securities available for sale
$
25,256

 
9,743

Deferred tax asset (liability)
(5,804
)
 
(2,239
)
Net unrealized gain (loss) on securities available for sale
19,452

 
7,504

 
 
 
 
Postretirement plans asset (liability)
(2,734
)
 
(3,092
)
Deferred tax asset (liability)
628

 
711

Net postretirement plans asset (liability)
(2,106
)
 
(2,381
)
 
 
 
 
Total accumulated other comprehensive income (loss)
$
17,346

 
5,123


The following table discloses the changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2020 (all amounts are net of tax).
($ in thousands)
Unrealized Gain
(Loss) on
Securities
Available for Sale
 
Postretirement Plans Asset
(Liability)
 
Total
Beginning balance at January 1, 2020
$
7,504

 
(2,381
)
 
5,123

Other comprehensive income (loss) before reclassifications
18,128

 

 
18,128

Amounts reclassified from accumulated other comprehensive income
(6,180
)
 
275

 
(5,905
)
Net current-period other comprehensive income (loss)
11,948

 
275

 
12,223

 
 
 
 
 
 
Ending balance at June 30, 2020
$
19,452

 
(2,106
)
 
17,346

The following table discloses the changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2019 (all amounts are net of tax).
($ in thousands)
Unrealized Gain
(Loss) on
Securities
Available for Sale
 
Postretirement Plans Asset
(Liability)
 
Total
Beginning balance at January 1, 2019
$
(9,494
)
 
(2,467
)
 
(11,961
)
Other comprehensive income (loss) before reclassifications
13,510

 

 
13,510

Amounts reclassified from accumulated other comprehensive income

 
339

 
339

Net current-period other comprehensive income (loss)
13,510

 
339

 
13,849

 
 
 
 
 
 
Ending balance at June 30, 2019
$
4,016

 
(2,128
)
 
1,888



Amounts reclassified from accumulated other comprehensive income for Unrealized Gain (Loss) on Securities Available for Sale represent realized securities gains or losses, net of tax effects. Amounts reclassified from accumulated other comprehensive income for Postretirement Plans Asset (Liability) represent amortization of amounts included in Accumulated Other Comprehensive Income, net of taxes, and are recorded in the "Other operating expenses" line item of the Consolidated Statements of Income.


Page 32


Note 11 – Fair Value
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal and most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at June 30, 2020.
($ in thousands)
Description of Financial Instruments
 
Fair Value at
June 30, 2020
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3)
Recurring
 
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
 
Government-sponsored enterprise securities
 
$
45,394

 

 
45,394

 

Mortgage-backed securities
 
694,299

 

 
694,299

 

Corporate bonds
 
45,139

 

 
45,139

 

Total available for sale securities
 
$
784,832

 

 
784,832

 

 
 
 
 
 
 
 
 
 
Presold mortgages in process of settlement
 
$
31,015

 
31,015

 

 

 
 
 
 
 
 
 
 
 
Nonrecurring
 
 
 
 
 
 
 
 
Impaired loans
 
$
16,783

 

 

 
16,783

Foreclosed real estate
 
1,151

 

 

 
1,151



Page 33


The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at December 31, 2019.
($ in thousands)
 
 
 
 
Description of Financial Instruments
 
Fair Value at
December 31, 2019
 
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Recurring
 
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
 
Government-sponsored enterprise securities
 
$
20,009

 

 
20,009

 

Mortgage-backed securities
 
767,285

 

 
767,285

 

Corporate bonds
 
34,651

 

 
34,651

 

Total available for sale securities
 
$
821,945

 

 
821,945

 

 
 
 
 
 
 
 
 
 
Presold mortgages in process of settlement
 
$
19,712

 
19,712

 

 

 
 
 
 
 
 
 
 
 
Nonrecurring
 
 
 
 
 
 
 
 
Impaired loans
 
$
16,215

 

 

 
16,215

  Foreclosed real estate
 
1,830

 

 

 
1,830


The following is a description of the valuation methodologies used for instruments measured at fair value.
Presold Mortgages in Process of Settlement - The fair value is based on the committed price that an investor has agreed to pay for the loan and is considered a Level 1 input.
Securities Available for Sale — When quoted market prices are available in an active market, the securities are classified as Level 1 in the valuation hierarchy. If quoted market prices are not available, but fair values can be estimated by observing quoted prices of securities with similar characteristics, the securities are classified as Level 2 on the valuation hierarchy. Most of the fair values for the Company’s Level 2 securities are determined by our third-party bond accounting provider using matrix pricing. Matrix pricing is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. For the Company, Level 2 securities include mortgage-backed securities, commercial mortgage-backed obligations, government-sponsored enterprise securities, and corporate bonds. In cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.
The Company reviews the pricing methodologies utilized by the bond accounting provider to ensure the fair value determination is consistent with the applicable accounting guidance and that the investments are properly classified in the fair value hierarchy.
Impaired loans — Fair values for impaired loans in the above table are measured on a non-recurring basis and are based on the underlying collateral values securing the loans, adjusted for estimated selling costs, or the net present value of the cash flows expected to be received for such loans. Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is generally determined by third-party appraisers using an income or market valuation approach based on an appraisal conducted by an independent, licensed third party appraiser (Level 3). The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable borrower’s financial statements if not considered significant. Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3). Appraisals used in this analysis are generally obtained at least annually based on when the loans first became impaired, and thus the appraisals are not necessarily as of the period ends presented. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.


Page 34


Foreclosed real estate – Foreclosed real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value. Fair value is measured on a non-recurring basis and is based upon independent market prices or current appraisals that are generally prepared using an income or market valuation approach and conducted by an independent, licensed third party appraiser, adjusted for estimated selling costs (Level 3). Appraisals used in this analysis are generally obtained at least annually based on when the assets were acquired, and thus the appraisals are not necessarily as of the period ends presented. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. For any real estate valuations subsequent to foreclosure, any excess of the real estate recorded value over the fair value of the real estate is treated as a foreclosed real estate write-down on the Consolidated Statements of Income.
For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of June 30, 2020, the significant unobservable inputs used in the fair value measurements were as follows:
($ in thousands)
 
 
 
 
 
 
Description
 
Fair Value at
June 30, 2020
 
Valuation
Technique
 
Significant Unobservable
Inputs
 
Range (Weighted Average)
Impaired loans - valued at collateral value
 
$
11,150

 
Appraised value
 
Discounts applied for estimated costs to sell
 
10%
Impaired loans - valued at PV of expected cash flows
 
5,633

 
PV of expected cash flows
 
Discount rates used in the calculation of PV of expected cash flows
 
4-11% (6.26%)
Foreclosed real estate
 
1,151

 
Appraised value
 
Discounts for estimated costs to sell
 
10%
 
 
 
 
 
 
 
 
 
For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of December 31, 2019, the significant unobservable inputs used in the fair value measurements were as follows:
($ in thousands)
 
 
 
 
 
 
Description
 
Fair Value at
December 31, 2019
 
Valuation
Technique
 
Significant Unobservable
Inputs
 
Range (Weighted Average)
Impaired loans - valued at collateral value
 
$
10,718

 
Appraised value
 
Discounts applied for estimated costs to sell
 
10%
Impaired loans - valued at PV of expected cash flows
 
5,497

 
PV of expected cash flows
 
Discount rates used in the calculation of PV of expected cash flows
 
4-11% (6.50%)
Foreclosed real estate
 
1,830

 
Appraised value
 
Discounts for estimated costs to sell
 
10%
 
 
 
 
 
 
 
 
 




Page 35


The carrying amounts and estimated fair values of financial instruments not carried at fair value at June 30, 2020 and December 31, 2019 are as follows:
 
 
 
June 30, 2020
 
December 31, 2019
($ in thousands)
Level in Fair
Value
Hierarchy
 
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
Cash and due from banks, noninterest-bearing
Level 1
 
$
94,684

 
94,684

 
64,519

 
64,519

Due from banks, interest-bearing
Level 1
 
584,830

 
584,830

 
166,783

 
166,783

Securities held to maturity
Level 2
 
94,924

 
96,318

 
67,932

 
68,333

SBA loans held for sale
Level 2
 
3,382

 
3,734

 

 

Total loans, net of allowance
Level 3
 
4,727,721

 
4,720,772

 
4,432,068

 
4,407,610

Accrued interest receivable
Level 1
 
19,943

 
19,943

 
16,648

 
16,648

Bank-owned life insurance
Level 1
 
105,712

 
105,712

 
104,441

 
104,441

SBA Servicing Asset
Level 3
 
4,671

 
4,973

 
5,383

 
5,649

 
 
 
 
 
 
 
 
 
 
Deposits
Level 2
 
5,831,138

 
5,833,990

 
4,931,355

 
4,930,751

Borrowings
Level 2
 
112,199

 
103,001

 
300,671

 
295,399

Accrued interest payable
Level 2
 
1,525

 
1,525

 
2,154

 
2,154


Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no highly liquid market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include net premises and equipment, intangible and other assets such as deferred income taxes, prepaid expense accounts, income taxes currently payable and other various accrued expenses. In addition, the income tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.



Page 36


Note 12 – Revenue from Contracts with Customers

All of the Company’s revenues that are in the scope of the “Revenue from Contracts with Customers” accounting standard (“ASC 606”) are recognized within noninterest income. The following table presents the Company’s sources of noninterest income for the three and six months ended June 30, 2020 and 2019. Items outside the scope of ASC 606 are noted as such.
 
For the Three Months Ended
 
For the SIx Months Ended
$ in thousands
June 30, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
Noninterest Income
 
 
 
 
 
 
 
In-scope of ASC 606:
 
 
 
 
 
 
 
Service charges on deposit accounts:
$
2,289

 
3,210

 
5,626

 
6,155

Other service charges, commissions, and fees:
 
 
 
 
 
 
 
Interchange income
3,086

 
3,492

 
5,972

 
6,301

Other service charges and fees
1,538

 
1,558

 
2,721

 
3,255

Commissions from sales of insurance and financial products:
 
 
 
 
 
 
 
Insurance income
1,363

 
1,304

 
2,561

 
2,672

Wealth management income
727

 
900

 
1,597

 
1,561

SBA consulting fees
3,739

 
921

 
4,766

 
2,184

Noninterest income (in-scope of ASC 606)
12,742

 
11,385

 
23,243

 
22,128

Noninterest income (out-of-scope of ASC 606)
13,451

 
4,249

 
16,655

 
7,584

Total noninterest income
$
26,193

 
15,634

 
39,898

 
29,712


A description of the Company’s revenue streams accounted for under ASC 606 is detailed below.
Service Charges on Deposit Accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Overdraft fees are recognized at the point in time that the overdraft occurs. Maintenance and activity fees include account maintenance fees and transaction-based fees. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of the month, representing the period over which the Company satisfies the performance obligation. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Service charges on deposits are withdrawn from the customer’s account balance.
Other service charges, commissions, and fees: The Company earns interchange income on its customers’ debit and credit card usage and earns fees from other services utilized by its customers. Interchange income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as MasterCard. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. Interchange expenses were presented on a gross basis prior to the adoption of ASC 606 and are presented on a net basis in 2019 and 2020. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, ATM surcharge fees, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.
Commissions from the sale of insurance and financial products: The Company earns commissions from the sale of insurance policies and wealth management products.
Insurance income generally consists of commissions from the sale of insurance policies and performance-based commissions from insurance companies. The Company recognizes commission income from the sale of insurance policies when it acts as an agent between the insurance company and the policyholder. The Company’s performance obligation is generally satisfied upon the issuance of the insurance policy. Shortly after the policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue. Performance-based commissions from insurance companies are recognized at a point in time as policies are sold.


Page 37


Wealth Management Income primarily consists of commissions received on financial product sales, such as annuities. The Company’s performance obligation is generally satisfied upon the issuance of the financial product. Shortly after the policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue. The Company also earns some fees from asset management, which is billed quarterly for services rendered in the most recent period, for which the performance obligation has been satisfied.
SBA Consulting fees: The Company earns fees for its consulting services related to the origination of SBA loans. Fees are based on a percentage of the dollar amount of the originated loans and are recorded when the performance obligation has been satisfied. During the three months ended June 30, 2020, the Company's SBA subsidiary assisted its third-party clients in the origination of PPP loans and charged and received fees for doing so. For several clients, the forgiveness piece of the PPP process, which will occur at a future time, was included in the fees charged. Accordingly, the Company recorded deferred revenue for approximately one-half of the fees received, which amounted to $1.6 million at June 30, 2020. These fees will be recorded as income in the period in which the services associated with the forgiveness process are rendered.
The Company has made no significant judgments in applying the revenue guidance prescribed in ASC 606 that affect the determination of the amount and timing of revenue from the above-described contracts with customers.
Note 13 – Leases
The Company enters into leases in the normal course of business. As of June 30, 2020, the Company leased eight branch offices for which the land and buildings are leased and nine branch offices for which the land is leased but the building is owned. The Company also leases office space for several operational departments. All of the Company’s leases are operating leases under applicable accounting standards and the lease agreements have maturity dates ranging from January 2021 through May 2076, some of which include options for multiple five- and ten-year extensions. The weighted average remaining life of the lease term for these leases was 20.4 years as of June 30, 2020. The Company includes lease extension and termination options in the lease term if, after considering relevant economic factors, it is reasonably certain the Company will exercise the option. As permitted by applicable accounting standards, the Company has elected not to recognize leases with original lease terms of 12 months or less (short-term leases) on the Company's Consolidated Balance Sheets.
Leases are classified as either operating or finance leases at the lease commencement date, and as previously noted, all of the Company's leases have been determined to be operating leases. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease term. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
The Company uses its incremental borrowing rate, on a collateralized basis, at lease commencement to calculate the present value of lease payments when the rate implicit in the lease is not known. The weighted average discount rate for leases was 3.27% as of June 30, 2020.
Total operating lease expense was $1.4 million and $1.2 million for the six months ended June 30, 2020 and 2019, respectively. The right-of-use assets and lease liabilities were $18.8 million and $19.1 million as of June 30, 2020, respectively.
Future undiscounted lease payments for operating leases with initial terms of one year or more as of June 30, 2020 are as follows.


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($ in thousands)
 
July 1 to December 31, 2020
$
1,224

2021
2,257

2022
1,898

2023
1,776

2024
1,574

Thereafter
19,564

Total undiscounted lease payments
28,293

Less effect of discounting
(9,184
)
Present value of estimated lease payments (lease liability)
$
19,109





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Note 14 - Shareholders' Equity

Stock Repurchases

During the first six months months of 2020, the Company repurchased approximately 680,695 shares of the Company's common stock at an average stock price of $32.96 per share, which totaled $22 million, under a $40 million repurchase authorization publicly announced in November 2019. The Company has $17.6 million remaining of the $40 million repurchase authorization.
Note 15 - Borrowings
The following tables present information regarding the Company’s outstanding borrowings at June 30, 2020 and December 31, 2019 - dollars are in thousands:
Description
 
Due date
 
Call Feature
 
June 30, 2020
 
Interest Rate
FHLB Term Note
 
8/6/2020
 
None
 
$
50,000

 
0.20% fixed
FHLB Principal Reducing Credit
 
7/24/2023
 
None
 
146

 
1.00% fixed
FHLB Principal Reducing Credit
 
12/22/2023
 
None
 
1,010

 
1.25% fixed
FHLB Principal Reducing Credit
 
1/15/2026
 
None
 
6,000

 
1.98% fixed
FHLB Principal Reducing Credit
 
6/26/2028
 
None
 
240

 
0.25% fixed
FHLB Principal Reducing Credit
 
7/17/2028
 
None
 
52

 
0.00% fixed
FHLB Principal Reducing Credit
 
8/18/2028
 
None
 
178

 
1.00% fixed
FHLB Principal Reducing Credit
 
8/22/2028
 
None
 
178

 
1.00% fixed
FHLB Principal Reducing Credit
 
12/20/2028
 
None
 
361

 
0.50% fixed
Trust Preferred Securities
 
1/23/2034
 
Quarterly by Company
beginning 1/23/2009
 
20,620

 
3.46% at 6/30/2020
adjustable rate
3 month LIBOR + 2.70%
Trust Preferred Securities
 
6/15/2036
 
Quarterly by Company
beginning 6/15/2011
 
25,774

 
1.70% at 6/30/2020
adjustable rate
3 month LIBOR + 1.39%
Trust Preferred Securities
 
1/7/2035
 
Quarterly by Company
beginning 1/7/2010
 
10,310

 
3.22% at 6/30/2020
adjustable rate
3 month LIBOR + 2.00%
Total borrowings/ weighted average rate as of
 
June 30, 2020
 
$
114,869

 
1.54%
Unamortized discount on acquired borrowings
 
 
 
(2,670
)
 
 
Total borrowings
 
 
 
 
 
$
112,199

 
 




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Description
 
Due date
 
Call Feature
 
December 31, 2019
 
Interest Rate
FHLB Term Note
 
1/30/2020
 
None
 
$
100,000

 
1.70% fixed
FHLB Term Note
 
1/31/2020
 
None
 
68,000

 
1.70% fixed
FHLB Term Note
 
1/31/2020
 
None
 
30,000

 
1.70% fixed
FHLB Term Note
 
5/29/2020
 
None
 
40,000

 
1.62% fixed
FHLB Principal Reducing Credit
 
7/24/2023
 
None
 
168

 
1.00% fixed
FHLB Principal Reducing Credit
 
12/22/2023
 
None
 
1,029

 
1.25% fixed
FHLB Principal Reducing Credit
 
1/15/2026
 
None
 
6,500

 
1.98% fixed
FHLB Principal Reducing Credit
 
6/26/2028
 
None
 
245

 
0.25% fixed
FHLB Principal Reducing Credit
 
7/17/2028
 
None
 
55

 
0.00% fixed
FHLB Principal Reducing Credit
 
8/18/2028
 
None
 
181

 
1.00% fixed
FHLB Principal Reducing Credit
 
8/22/2028
 
None
 
181

 
1.00% fixed
FHLB Principal Reducing Credit
 
12/20/2028
 
None
 
367

 
0.50% fixed
Trust Preferred Securities
 
1/23/2034
 
Quarterly by Company
beginning 1/23/2009
 
20,620

 
4.64% at 12/31/2019
adjustable rate
3 month LIBOR + 2.70%
Trust Preferred Securities
 
6/15/2036
 
Quarterly by Company
beginning 6/15/2011
 
25,774

 
3.28% at 12/31/2019
adjustable rate
3 month LIBOR + 1.39%
Trust Preferred Securities
 
1/7/2035
 
Quarterly by Company
beginning 1/7/2010
 
10,310

 
3.99% at 12/31/2019
adjustable rate
3 month LIBOR + 2.00%
Total borrowings / weighted average rate as of December 31, 2019
 
$
303,430

 
2.12%
Unamortized discount on acquired borrowings
 
 
 
(2,759
)
 
 
Total borrowings
 
 
 
 
 
$
300,671

 
 




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Item 2 - Management's Discussion and Analysis of Consolidated Results of Operations and Financial Condition
Critical Accounting Policies
The accounting principles we follow and our methods of applying these principles conform with accounting principles generally accepted in the United States of America and with general practices followed by the banking industry. Certain of these principles involve a significant amount of judgment and may involve the use of estimates based on our best assumptions at the time of the estimation. The allowance for loan losses, intangible assets, and the fair value and discount accretion of acquired loans are three policies we have identified as being more sensitive in terms of judgments and estimates, taking into account their overall potential impact to our consolidated financial statements.
Allowance for Loan Losses
Due to the estimation process and the potential materiality of the amounts involved, we have identified the accounting for the allowance for loan losses and the related provision for loan losses as an accounting policy critical to our consolidated financial statements. The provision for loan losses charged to operations is an amount sufficient to bring the allowance for loan losses to an estimated balance considered adequate to absorb losses inherent in the portfolio.
As previously noted, and as permitted by the CARES Act, we elected to defer the implementation of CECL until the earlier of the cessation of the national emergency or December 31, 2020 because of the challenges associated with developing a reliable forecast of losses that may result from the unprecedented COVID-19 pandemic. Accordingly, the Company's provision for loan losses for the first six months of 2020 is based on the limited information available and the conditions that existed at June 30, 2020 related to COVID-19, according to the pre-CECL incurred loss methodology for determining loan losses and the remaining discussion below is based on that methodology. Upon the adoption of CECL, the Company expects its allowance for credit losses related to all financial assets will increase to approximately $40-$44 million as of January 1, 2020 compared to its allowance for loan losses at December 31, 2019 of approximately $21 million. As previously discussed, this initial impact will be reflected as a cumulative-effect adjustment to retained earnings.
Our determination of the adequacy of the allowance is based primarily on a mathematical model that estimates the appropriate allowance for loan losses. This model has two components. The first component involves the estimation of losses on individually evaluated “impaired loans.” A loan is considered to be impaired when, based on current information and events, it is probable we will be unable to collect all amounts due according to the contractual terms of the original loan agreement. A loan is specifically evaluated for an appropriate valuation allowance if the loan balance is above a prescribed evaluation threshold (which varies based on credit quality, accruing status, troubled debt restructured status, purchased credit impaired status, and type of collateral) and the loan is determined to be impaired. The estimated valuation allowance is the difference, if any, between the loan balance outstanding and the value of the impaired loan as determined by either 1) an estimate of the cash flows that we expect to receive from the borrower discounted at the loan’s effective rate, or 2) in the case of a collateral-dependent loan, the fair value of the collateral.
The second component of the allowance model is an estimate of losses for all loans not considered to be impaired loans (“general reserve loans”). General reserve loans are segregated into pools by loan type and risk grade and estimated loss percentages are assigned to each loan pool based on historical losses.  The historical loss percentages are then adjusted for any environmental factors used to reflect changes in the collectability of the portfolio not captured by historical data such. In 2020, we have included environmental factors related to the COVID-19 pandemic. See additional discussion the "Summary of Loan Loss Experience."
The reserves estimated for individually evaluated impaired loans are then added to the reserve estimated for general reserve loans. This becomes our “allocated allowance.” The allocated allowance is compared to the actual allowance for loan losses recorded on our books and any adjustment necessary for the recorded allowance to absorb losses inherent in the portfolio is recorded as a provision for loan losses. The provision for loan losses is a direct charge to earnings in the period recorded. Any remaining difference between the allocated allowance and the actual allowance for loan losses recorded on our books is our “unallocated allowance.”
Purchased loans are recorded at fair value at the acquisition date. Therefore, amounts deemed uncollectible at the acquisition date represent a discount to the loan value and become a part of the fair value calculation. Subsequent decreases in the amount expected to be collected result in a provision for loan losses with a corresponding increase


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in the allowance for loan losses. Subsequent increases in the amount expected to be collected are accreted into income over the life of the loan and this accretion is referred to as “loan discount accretion.”
Within the purchased loan portfolio, loans are deemed purchased credit impaired at acquisition if the bank believes it will not be able to collect all contractual cash flows. Performing loans with an unamortized discount or premium that are not deemed purchased credit impaired are considered to be purchased performing loans. Purchased credit impaired loans are individually evaluated as impaired loans, as described above, while purchased performing loans are evaluated as general reserve loans. For purchased performing loan pools, any computed allowance that is in excess of remaining net discounts is a component of the allocated allowance.
Although we use the best information available to make evaluations, future material adjustments may be necessary if economic, operational, or other conditions change. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require us to recognize additions to the allowance based on the examiners’ judgment about information available to them at the time of their examinations.
For further discussion, see “Nonperforming Assets” and “Allowance for Loan Losses and Provision for Loan Losses” below.
Intangible Assets
Due to the estimation process and the potential materiality of the amounts involved, we have also identified the accounting for intangible assets as an accounting policy critical to our consolidated financial statements.
When we complete an acquisition transaction, the excess of the purchase price over the amount by which the fair market value of assets acquired exceeds the fair market value of liabilities assumed represents an intangible asset. We must then determine the identifiable portions of the intangible asset, with any remaining amount classified as goodwill. Identifiable intangible assets associated with these acquisitions are generally amortized over the estimated life of the related asset, whereas goodwill is tested annually for impairment, but not systematically amortized. Assuming no goodwill impairment, it is beneficial to our future earnings to have a lower amount assigned to identifiable intangible assets and higher amount of goodwill as opposed to having a higher amount considered to be identifiable intangible assets and a lower amount classified as goodwill.
The primary identifiable intangible asset we typically record in connection with a whole bank or bank branch acquisition is the value of the core deposit intangible, whereas when we acquire an insurance agency or a consulting firm, as we did in 2016 and 2017, the primary identifiable intangible asset is the value of the acquired customer list. Determining the amount of identifiable intangible assets and their average lives involves multiple assumptions and estimates and is typically determined by performing a discounted cash flow analysis, which involves a combination of any or all of the following assumptions: customer attrition/runoff, alternative funding costs, deposit servicing costs, and discount rates. We typically engage a third party consultant to assist in each analysis. For the whole bank and bank branch transactions recorded to date, the core deposit intangibles have generally been estimated to have a life ranging from seven to ten years, with an accelerated rate of amortization. For insurance agency acquisitions, the identifiable intangible assets related to the customer lists were determined to have a life of ten to fifteen years, with amortization occurring on a straight-line basis. For SBA Complete, the consulting firm we acquired in 2016, the identifiable intangible asset related to the customer list was determined to have a life of approximately seven years, with amortization occurring on a straight-line basis.
Subsequent to the initial recording of the identifiable intangible assets and goodwill, we amortize the identifiable intangible assets over their estimated average lives, as discussed above. In addition, on at least an annual basis, with the annual evaluation occurring on October 31 of each year, goodwill is evaluated for impairment by comparing the fair value of our reporting units to their related carrying value, including goodwill. We have three reporting units – 1) First Bank with $222.7 million in goodwill, 2) First Bank Insurance with $7.4 million in goodwill, and 3) SBA activities, including SBA Complete and our SBA Lending Division, with $4.3 million in goodwill. If the carrying value of a reporting unit were ever to exceed its fair value, we would determine whether the implied fair value of the goodwill, using a discounted cash flow analysis, exceeded the carrying value of the goodwill. If the carrying value of the goodwill exceeded the implied fair value of the goodwill, an impairment loss would be recorded in an amount equal to that excess. Performing such a discounted cash flow analysis would involve the significant use of estimates and assumptions.


Page 43


In our 2019 goodwill impairment evaluation, we concluded that the goodwill for each of our reporting units was not impaired. Additionally, during the period ended March 31, 2020, the economic turmoil and market volatility resulting from the COVID-19 crisis resulted in a substantial decrease in the Company's stock price and market capitalization. Management believed such decrease was a triggering indicator requiring an interim step-one goodwill impairment quantitative analysis. The results of the March 31, 2020 analysis determined that none of the Company's goodwill was impaired as of March 31, 2020. As a result of the continued economic turmoil and market volatility during the period ended June 30, 2020, the Company qualitatively reviewed the factors and assumptions used in the March 31, 2020 analysis, including financial projections, discount rates, and market premiums, in light of the triggering event existing as of June 30, 2020 and based on that analysis, the Company concluded there was no impairment of its goodwill at June 30, 2020. Management will continue to evaluate the economic conditions at future reporting periods for applicable changes.
We review identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our policy is that an impairment loss is recognized, equal to the difference between the asset’s carrying amount and its fair value, if the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Estimating future cash flows involves the use of multiple estimates and assumptions, such as those listed above.
Fair Value and Discount Accretion of Acquired Loans
We consider the determination of the initial fair value of acquired loans and the subsequent discount accretion of the purchased loans to involve a high degree of judgment and complexity.
We determine fair value accounting estimates of newly assumed assets and liabilities in accordance with relevant accounting guidance. However, the amount that we realize on these assets could differ materially from the carrying value reflected in our financial statements, based upon the timing of collections on the acquired loans in future periods. Because of inherent credit losses and interest rate marks associated with acquired loans, the amount that we record as the fair values for the loans is generally less than the contractual unpaid principal balance due from the borrowers, with the difference being referred to as the “discount” on the acquired loans. For non-impaired purchased loans, we accrete the discount over the lives of the loans in a manner consistent with the guidance for accounting for loan origination fees and costs.
For purchased credit-impaired (“PCI”) loans, the excess of the cash flows initially expected to be collected over the fair value of the loans at the acquisition date (i.e., the accretable yield) is accreted into interest income over the estimated remaining life of the loans using the effective yield method, provided that the timing and the amount of future cash flows is reasonably estimable. Accordingly, such loans are not classified as nonaccrual and they are considered to be accruing because their interest income relates to the accretable yield recognized under accounting for PCI loans and not to contractual interest payments. The difference between the contractually required payments and the cash flows expected to be collected at acquisition, considering the impact of prepayments, is referred to as the nonaccretable difference.
Subsequent to an acquisition, estimates of cash flows expected to be collected are updated periodically based on updated assumptions regarding default rates, loss severities, and other factors that are reflective of current market conditions. If there is a decrease in cash flows expected to be collected, the provision for loan losses is charged, resulting in an increase to the allowance for loan losses. If the Company has a probable increase in cash flows expected to be collected, we will first reverse any previously established allowance for loan losses and then increase interest income as a prospective yield adjustment over the remaining life of the loan. The impact of changes in variable interest rates is recognized prospectively as adjustments to interest income.
Current Accounting Matters
See Note 2 to the Consolidated Financial Statements above for information about accounting standards that we have recently adopted and accounting standards that are pending adoption.

Recent Developments: COVID-19

In March 2020, the outbreak of the coronavirus (COVID-19) was recognized as a pandemic by the World Health Organization. The spread of COVID-19 has caused economic and social disruption resulting in unprecedented uncertainty, volatility and disruption in financial markets, and has placed significant health, economic and other major pressures throughout the communities we serve, the United States and globally. While some industries have


Page 44


been impacted more severely than others, almost all businesses have been impacted to some degree. This disruption has resulted in the shuttering of businesses across the country, significant job loss, material decreases in oil and gas prices and in business valuations, changes in consumer behavior related to pandemic fears, and aggressive measures by the federal government.

On March 27, 2020, the CARES Act was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The CARES Act also includes a range of other provisions designed to support the U.S. economy and mitigate the impact of COVID-19 on financial institutions and their customers, including through the authorization of various programs and measures that the U.S. Department of the Treasury, the Small Business Administration, the Federal Reserve Board, and other federal banking agencies may or are required to implement. Further, in response to the COVID-19 outbreak, the Federal Reserve Board has implemented or announced a number of facilities to provide emergency liquidity to various segments of the U.S. economy and financial market.

Under the CARES Act, financial institutions are permitted to delay the implementation of ASU 2016-13, Financial Instruments - Credit Losses (CECL) until the earlier of the termination date of the national emergency declaration by the President or December 31, 2020. The Company has elected such provision and will defer the adoption of CECL until such time that has occurred with an effective retrospective implementation date of January 1, 2020. Refer to Note 2, Accounting Policies, to the Company's consolidated financial statements included elsewhere in this report. Additionally, in a related action to the CARES Act, the joint federal bank regulatory agencies issued an interim final rule effective March 31, 2020, that allows banking organizations that implement CECL this year to elect to mitigate the effects of the CECL accounting standard on their regulatory capital for two years. This two-year delay is in addition to the three-year transition period that the agencies had already made available. Upon such point of adoption of CECL during 2020, the Company will likely elect to defer the regulatory capital effects of CECL in accordance with the interim final rule.

The CARES Act also includes a provision that permits a financial institution to elect to suspend temporarily troubled debt restructuring accounting under ASC Subtopic 310-40 in certain circumstances (“section 4013”). To be eligible under section 4013, a loan modification must be (1) related to COVID-19; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. In response to this section of the CARES Act, the federal banking agencies issued a revised interagency statement on April 7, 2020 that, in consultation with the Financial Accounting Standards Board, confirmed that for loans not subject to section 4013, 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 troubled debt restructurings under ASC Subtopic 310-40. This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. Under these terms, as of June 30, 2020, the Company had processed payment deferrals for 1,483 loans with an aggregate loan balance of $774 million. These deferrals were generally no more than 90 days in duration. As the initial 90 day deferrals expire, the Company is approving second deferral requests based on the circumstances of each borrower. Thus a portion of the deferrals at June 30, 2020 represent grants of second deferrals for those borrowers whose initial deferrals were on or prior to April 1, 2020.

In response to the pandemic, the Company has implemented a number of procedures to support the safety and well-being of its employees, customers and shareholders. In addition, the Company has taken deliberate actions to ensure the continued health and strength of its balance sheet in order to serve its clients and communities.

Employees, Customers and Communities

The Company is supporting the health and safety of its employees and customers, and complying with government directives, through responsible operations administered under its Board approved business continuity plan and protocols:
Extra precautions are being taken to safeguard health and safety in branch facilities.
The Company is a lender for the SBA's PPP program, a program under the CARES Act, and other SBA, Federal Reserve or United States Treasury programs that have been created in response to the pandemic


Page 45


and may be a lender for programs created in the future. These programs are new and their effects on the Company’s business are uncertain. As of June 30, 2020, the Company holds 2,810 PPP loans totaling approximately $244.9 million under the allocation approved by Congress.
As previously discussed, the Company has implemented a short-term deferral modification program that complies with federal banking regulator's interagency guidance and is working with borrowers effected by COVID-19 on a case by case basis. Under these terms, as of June 30, 2020, the Company had processed payment deferrals for 1,483 loans with an aggregate loan balance of $774 million. As the initial 90 day deferrals expire, the Company is approving second deferral requests based on the circumstances of each borrower. Thus a portion of the deferrals at June 30, 2020 represent grants of second deferrals for those borrowers whose initial deferrals were on or prior to April 1, 2020.

Capital, Liquidity & Credit

Capital remains strong, with ratios of the Company, and its subsidiary bank, well above the standards to be considered well-capitalized under regulatory requirements.

Liquidity has increased since the onset of the pandemic, with the Company experiencing increases in deposits and in its cash levels. Management considers the Company's current liquidity position to be adequate to meet short-term and long-term liquidity needs.

Asset quality remains solid, with nonperforming assets to total assets amounting to 0.69% at June 30, 2020 compared to 0.62% at December 31, 2019.

In determining the appropriate level of allowance for loan losses at June 30, 2020, we reviewed industry types and deferral percentages within our loan portfolio in light of the pandemic. Based on that analysis, we assigned loan loss reserves for certain of those loan types that were consistent with probable loss rates incurred in a stressed economic scenario. The Company also recorded supplemental qualitative reserves for all other loans in deferral status. As a result the analysis, approximately $16.7 million of COVID-19 related qualitative reserves are included in the Company's June 30, 2020 allowance for loan loss amount of $42.3 million at June 30, 2020.
FINANCIAL OVERVIEW

Net income amounted to $16.4 million, or $0.56 per diluted common share, for the three months ended June 30, 2020 compared to $23.9 million, or $0.80 per diluted common share, recorded in the second quarter of 2019. For the six months ended June 30, 2020, net income amounted to $34.5 million, or $1.18 per diluted common share compared to $46.1 million, or $1.55 per diluted common share, for the six months ended June 30, 2019.

The decrease in earnings for both periods in 2020 was primarily due to increases in the provisions for loan losses recorded, which were largely related to estimated losses arising from the economic impact of COVID-19, see additional discussion below.

Net Interest Income and Net Interest Margin

Net interest income for the second quarter of 2020 was $52.6 million, a 3.3% decrease from the $54.4 million recorded in the second quarter of 2019. Net interest income for the first six months of 2020 was $107.4 million, a 0.4% decrease from the $107.8 million recorded in the comparable period of 2019. The decreases in net interest income were primarily due to lower net interest margins.

Our net interest margin (a non-GAAP measure calculated by dividing tax-equivalent net interest income by average earning assets) for the second quarter of 2020 was 3.49%, which was 57 basis points lower than the 4.06% realized in the second quarter of 2019. For the six months ended June 30, 2020, our net interest margin was 3.71% compared to 4.06% for the same period in 2019. The lower margins were primarily due to the impact of the interest rate cuts initiated by the Federal Reserve Bank since August 2019.

Provision for Loan Losses and Asset Quality

As permitted by the CARES Act enacted in March 2020, we elected to defer the implementation of the Current Expected Credit Loss (CECL) methodology. Accordingly, our allowance for loan losses at each period end is based


Page 46


on our estimate of probable losses that have been incurred at the end of each reporting period, including losses arising from the impact of COVID-19, in accordance with the pre-CECL methodology for determining loan losses.

We recorded a provision for loan losses of $19.3 million in the second quarter of 2020 compared to a negative provision for loan losses (reduction of the allowance for loan losses) of $0.3 million in the second quarter of 2019. For the six months ended June 30, 2020 and 2019, we recorded provisions for loan losses of $24.9 million and $0.2 million, respectively. The increases in 2020 are primarily related to estimated probable losses arising from the economic impact of COVID-19. Since the onset of the pandemic in March 2020, we have worked with many of our borrowers, including the option of loan payment deferrals, with total loans on deferral status amounting to $774 million at June 30, 2020, or 16% of the loan portfolio.

Total net charge-offs for the second quarter of 2020 amounted to $1.5 million, or 0.12% of average loans on an annualized basis, compared to no net charge-offs in the second quarter of 2019. For the six months ended June 30, 2020 and 2019, total net charge-offs were $3.9 million and $0.4 million, respectively, which on an annualized basis amounted to 0.17% and 0.02%, respectively.

Noninterest Income

Total noninterest income was $26.2 million and $15.6 million for the three months ended June 30, 2020 and 2019, respectively. For the six months ended June 30, 2020 and 2019, total noninterest income was $39.9 million and $29.7 million, respectively. The increases in noninterest income in 2020 are primarily due to fees earned as a result of high mortgage loan activity, SBA consulting fees related to client assistance with PPP originations, and an $8.0 million gain realized from securities sales in the second quarter of 2020.

Noninterest Expenses

Noninterest expenses amounted to $38.9 million in the second quarter of 2020 compared to $40.1 million recorded in the second quarter of 2019, a decrease of 3.0%. For the six months ended June 30, 2020, noninterest expenses amounted to $79.0 million, an increase of 0.2% from the $78.9 million recorded in the comparable period of 2019. Noninterest expenses in the second quarter of 2020 trended lower due primarily to the generally lower economic activity resulting from the pandemic.

Income Taxes

Our effective tax rate was 20.7% and 20.5% for the three and six months ended June 30, 2020, respectively, compared to 21.2% and 21.0% for the three and six months ended June 30, 2019, respectively.

Balance Sheet and Capital

Total assets at June 30, 2020 amounted to $6.9 billion, a 12.1% increase from December 31, 2019.

Loan growth for the six months ended June 30, 2020 amounted to $316.6 million, including the origination of $244.9 million in PPP loans. Loan growth for the first six months of 2020, excluding PPP loans, was $71.7 million, or 3.2% annualized. Deposit growth for the first six months of 2020 amounted to $899.8 million and was primarily concentrated in transaction based accounts. In addition to deposits arising from PPP loans, this high deposit growth is believed to be due to a combination of stimulus funds and changes in customer behaviors during the pandemic, as well as our ongoing deposit growth initiatives.

With the excess liquidity resulting from the high deposit growth we experienced, we reduced our outstanding borrowings from $300.7 million at December 31, 2019 to $112.2 million at June 30, 2020, a decline of 62.7%.

We remain well-capitalized by all regulatory standards, with a Total Risk-Based Capital Ratio at June 30, 2020 of 15.13%, an increase from the 14.89% reported at December 31, 2019.
Components of Earnings
Net interest income is the largest component of earnings, representing the difference between interest and fees generated from earning assets and the interest costs of deposits and other funds needed to support those assets. We believe that analysis of net interest income on a tax-equivalent basis is useful and appropriate because it allows


Page 47


a comparison of net interest income amounts in different periods without taking into account the different mix of taxable versus non-taxable loans and investments that may have existed during those periods.
Net interest income for the three month period ended June 30, 2020 amounted to $52.6 million, a decrease of $1.7 million, or 3.3%, from the $54.4 million recorded in the second quarter of 2019. Net interest income on a tax-equivalent basis for the three month period ended June 30, 2020 amounted to $53.0 million, a decrease of $1.9 million, or 3.4%, from the $54.8 million recorded in the second quarter of 2019.
Net interest income for the six month period ended June 30, 2020 amounted to $107.4 million, a decrease of $0.4 million, or 0.4%, from the $107.8 million recorded in the first six months of 2019. Net interest income on a tax-equivalent basis for the six month period ended June 30, 2020 amounted to $108.0 million, a decrease of $0.6 million, or 0.5%, from the $108.6 million recorded in the first six months of 2019.
($ in thousands)
Three Months Ended June 30,
 
2020
 
2019
Net interest income, as reported
$
52,624

 
54,409

Tax-equivalent adjustment
330

 
423

Net interest income, tax-equivalent
$
52,954

 
54,832

 
 
 
 
 
Six Months Ended June 30,
 
2020
 
2019
Net interest income, as reported
$
107,383

 
107,770

Tax-equivalent adjustment
664

 
847

Net interest income, tax-equivalent
$
108,047

 
108,617

There are two primary factors that cause changes in the amount of net interest income we record - 1) changes in our loans and deposits balances, and 2) our net interest margin (tax-equivalent net interest income divided by average interest-earning assets).
For the three and six months ended June 30, 2020, the lower net interest income compared to the same periods of 2019 was primarily due to lower net interest margins.



Page 48


The following table presents an analysis of net interest income.
 
For the Three Months Ended June 30,
 
2020
 
2019
($ in thousands)
Average
Volume
 
Average
Rate
 
Interest
Earned
or Paid
 
Average
Volume
 
Average
Rate
 
Interest
Earned
or Paid
Assets
 

 
 

 
 

 
 

 
 

 
 

Loans (1)
$
4,738,702

 
4.41
%
 
$
51,964

 
$
4,329,866

 
5.16
%
 
$
55,652

Taxable securities
770,441

 
2.49
%
 
4,771

 
715,848

 
2.80
%
 
4,993

Non-taxable securities
17,795

 
2.64
%
 
117

 
34,604

 
3.14
%
 
271

Short-term investments, primarily interest-bearing cash
575,074

 
0.55
%
 
788

 
336,966

 
2.51
%
 
2,106

Total interest-earning assets
6,102,012

 
3.80
%
 
57,640

 
5,417,284

 
4.67
%
 
63,022

 
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
88,727

 
 
 
 
 
53,853

 
 
 
 
Premises and equipment
114,911

 
 
 
 
 
136,813

 
 
 
 
Other assets
422,112

 
 
 
 
 
386,645

 
 
 
 
Total assets
$
6,727,762

 
 
 
 
 
$
5,994,595

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Interest bearing checking
$
972,580

 
0.11
%
 
$
267

 
$
892,615

 
0.14
%
 
$
301

Money market deposits
1,294,462

 
0.29
%
 
920

 
1,099,531

 
0.63
%
 
1,725

Savings deposits
454,791

 
0.13
%
 
147

 
414,095

 
0.30
%
 
309

Time deposits >$100,000
632,319

 
1.48
%
 
2,324

 
723,218

 
1.95
%
 
3,522

Other time deposits
242,754

 
0.69
%
 
416

 
262,537

 
0.71
%
 
467

Total interest-bearing deposits
3,596,906

 
0.46
%
 
4,074

 
3,391,996

 
0.75
%
 
6,324

Borrowings
288,997

 
1.31
%
 
942

 
324,096

 
2.83
%
 
2,289

Total interest-bearing liabilities
3,885,903

 
0.52
%
 
5,016

 
3,716,092

 
0.93
%
 
8,613

 
 
 
 
 
 
 
 
 
 
 
 
Noninterest bearing checking
1,905,449

 
 
 
 
 
1,418,033

 
 
 
 
Other liabilities
64,915

 
 
 
 
 
58,339

 
 
 
 
Shareholders’ equity
871,495

 
 
 
 
 
802,131

 
 
 
 
Total liabilities and
shareholders’ equity
$
6,727,762

 
 
 
 
 
$
5,994,595

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net yield on interest-earning assets and net interest income
 
 
3.47
%
 
$
52,624

 
 
 
4.03
%
 
$
54,409

Net yield on interest-earning assets and net interest income – tax-equivalent (2)
 
 
3.49
%
 
$
52,954

 
 
 
4.06
%
 
$
54,832

 
 
 
 
 
 
 
 
 
 
 
 
Interest rate spread
 
 
3.28
%
 
 
 
 
 
3.74
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average prime rate
 
 
3.25
%
 
 
 
 
 
5.50
%
 
 
(1)   Average loans include nonaccruing loans, the effect of which is to lower the average rate shown.
(2)   Includes tax-equivalent adjustments of $330,000 and $423,000 in 2020 and 2019, respectively, to reflect the tax benefit that we receive related to tax-exempt securities and tax-exempt loans, which carry interest rates lower than similar taxable investments/loans due to their tax exempt status. This amount has been computed assuming a 23% tax rate and is reduced by the related nondeductible portion of interest expense.


Page 49


 
For the Six Months Ended June 30,
 
2020
 
2019
($ in thousands)
Average
Volume
 
Average
Rate
 
Interest
Earned
or Paid
 
Average
Volume
 
Average
Rate
 
Interest
Earned
or Paid
Assets
 
 
 
 
 
 
 
 
 
 
 
Loans (1)
$
4,625,798

 
4.66
%
 
$
164,754

 
$
4,305,069

 
5.13
%
 
$
109,612

Taxable securities
802,485

 
2.57
%
 
14,859

 
685,589

 
2.86
%
 
9,730

Non-taxable securities
19,756

 
2.86
%
 
820

 
38,452

 
3.19
%
 
608

Short-term investments, primarily interest-bearing cash
400,935

 
0.95
%
 
6,705

 
365,915

 
2.65
%
 
4,807

Total interest-earning assets
5,848,974

 
4.11
%
 
$
187,138

 
5,395,025

 
4.66
%
 
124,757

 
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
75,984

 
 
 
 
 
54,876

 
 
 
 
Premises and equipment
114,624

 
 
 
 
 
136,918

 
 
 
 
Other assets
416,009

 
 
 
 
 
383,003

 
 
 
 
Total assets
$
6,455,591

 
 
 
 
 
$
5,969,822

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Interest bearing checking
$
935,792

 
0.14
%
 
$
966

 
$
900,327

 
0.14
%
 
$
628

Money market deposits
1,248,796

 
0.42
%
 
5,036

 
1,078,231

 
0.58
%
 
3,120

Savings deposits
440,508

 
0.19
%
 
903

 
420,469

 
0.29
%
 
596

Time deposits >$100,000
638,216

 
1.65
%
 
10,221

 
717,879

 
1.88
%
 
6,700

Other time deposits
246,807

 
0.74
%
 
1,372

 
262,854

 
0.66
%
 
857

Total interest-bearing deposits
3,510,119

 
0.56
%
 
18,498

 
3,379,760

 
0.71
%
 
11,901

Borrowings
302,566

 
1.62
%
 
7,092

 
365,143

 
2.81
%
 
5,086

Total interest-bearing liabilities
3,812,685

 
0.65
%
 
25,590

 
3,744,903

 
0.91
%
 
16,987

 
 
 
 
 
 
 
 
 
 
 
 
Noninterest bearing checking
1,716,212

 
 
 
 
 
1,377,370

 
 
 
 
Other liabilities
61,570

 
 
 
 
 
58,954

 
 
 
 
Shareholders’ equity
865,124

 
 
 
 
 
788,595

 
 
 
 
Total liabilities and
shareholders’ equity
$
6,455,591

 
 
 
 
 
$
5,969,822

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net yield on interest-earning assets and net interest income
 
 
3.69
%
 
$
161,548

 
 
 
4.03
%
 
$
107,770

Net yield on interest-earning assets and net interest income – tax-equivalent (2)
 
 
3.71
%
 
$
162,808

 
 
 
4.06
%
 
$
108,617

 
 
 
 
 
 
 
 
 
 
 
 
Interest rate spread
 
 
3.46
%
 
 
 
 
 
3.75
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average prime rate
 
 
3.84
%
 
 
 
 
 
5.50
%
 
 
(1)   Average loans include nonaccruing loans, the effect of which is to lower the average rate shown.
(2)   Includes tax-equivalent adjustments of $664,000 and $847,000 in 2020 and 2019, respectively, to reflect the tax benefit that we receive related to tax-exempt securities and tax-exempt loans, which carry interest rates lower than similar taxable investments/loans due to their tax exempt status. This amount has been computed assuming a 23% tax rate and is reduced by the related nondeductible portion of interest expense.
Average loans outstanding for the second quarter of 2020 were $4.739 billion, which was $409 million, or 9.4%, higher than the average loans outstanding for the second quarter of 2019 ($4.330 billion). Average loans for the six months ended June 30, 2020 were $4.626 billion, which was $321 million, or 7.5%, higher than the average loans outstanding for the comparable period of 2019 ($4.305 billion). The higher amount of average loans outstanding in 2020 was due to our loan growth initiatives, including our continued focus and expansion into higher growth markets, our hiring of experienced bankers and our emphasis on SBA lending. Also significantly impacting our growth in loans in 2020 was the origination of $245 million in PPP loans during the second quarter of 2020. Excluding PPP loan balances, average loans outstanding were approximately 5.3% higher for the both the three and six months ended June 30, 2020 compared to the prior respective periods.


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In late 2018 and early 2019, in order to reduce exposure to the possibility of lower interest rates, we invested a portion of our interest-bearing cash balances into fixed rate investment securities. As a result, as shown in the tables above, our average balance of taxable securities grew by $117 million, or 17.1% when comparing the first six months of 2020 to the first six months of 2019.

Average short-term investments, primarily interest-bearing cash, for the second quarter of 2020 amounted to $575 million, which was $238 million, or 70.5%, higher than for the second quarter of 2019 ($337 million). Average short-term investments, primarily interest-bearing cash, outstanding increased $35 million, or 9.6%, when comparing the first six months of 2020 to the same period of 2019. Interest-bearing cash balances increased significantly in 2020 due to high deposit growth experienced, as discussed in the following paragraph.
Average total deposits outstanding for the second quarter of 2020 were $5.502 billion, which was $692 million, or 14.4%, higher than the average deposits outstanding for the second quarter of 2019 ($4.810 billion). Average total deposits outstanding for the first six months of 2020 were $469 million, or 9.9%, higher than the comparable period of 2019. The majority of the growth has occurred in our transaction deposit accounts (noninterest bearing checking, interest bearing checking, money market and savings accounts). We believe the high deposit growth was due to a combination of factors including: 1) the deposit of PPP funds into customer checking accounts, 2) the government’s stimulus payments, 3) consumer savings habits, and 4) positive results from our deposit account growth initiatives.
We utilized funds provided by our high deposit growth to pay down a substantial portion of our borrowings in 2020. Total borrowings at June 30, 2020 amounted to $112 million, a decline of $188 million, or 62.7% from December 31, 2019, while average borrowings decreased $34 million, or 10.5%, when comparing the second quarter of 2020 to the second quarter of 2019. Average borrowings decreased $63 million, or 17.1%, when comparing the first six months of 2020 to the first six months of 2019.
See additional information regarding changes in our loans and deposits in the section below entitled “Financial Condition.”

Our net interest margin (a non-GAAP measure calculated by dividing tax-equivalent net interest income by average earning assets) for the second quarter of 2020 was 3.49%, which was 57 basis points lower than the 4.06% realized in the second quarter of 2019. For the six months ended June 30, 2020, our net interest margin was 3.71% compared to 4.06% for the same period in 2019. The lower margins were primarily due to the impact of lower interest rates.
As derived from the table above, in comparing 2020 to 2019, interest-earning asset yields decreased 87 basis points in the second quarter of 2020 compared to the second quarter of 2019, while interest-bearing liability costs decreased by only 41 basis points over that same period. In comparing the year-to-date periods, interest-earning asset yields decreased 55 basis points, while interest-bearing liability costs decreased by only 26 basis points. Since August 2019, the Federal Reserve Board has decreased interest rates by 225 basis points, which resulted in significant declines in our asset yields. Most significantly, approximately one-third of our loan portfolio is comprised of adjustable rate loans, most of which repriced down following the interest rate cuts. We have been able to reduce our deposit costs, but not to the same level as the reduction experienced in our asset yields. Our net interest margin was also negatively impacted by high levels of overnight funds that resulted from the strong deposit growth during the second quarter of 2020.

Our PPP loans did not significantly impact our net interest margins during 2020. During the 2020 periods, we amortized as interest income $1.3 million of the origination fees, which when added to the interest earned from the stated note rate of 1%, resulted in a 3.97% yield on those loans for the second quarter of 2020. We have $8.8 million in remaining deferred PPP fees that will be recognized over the lives of the loans, with accelerated amortization expected to result from the loan forgiveness process.

We recorded loan discount accretion of $1.4 million in the second quarter of 2020, compared to $1.7 million in the second quarter of 2019. The lower loan discount accretion in 2020 was attributable to lower loan payoffs. For the six months ended June 30, 2020 and 2019, we recorded loan discount accretion of $3.2 million and $3.1 million, respectively. The higher loan discount accretion was attributable to higher accretion on SBA loans due to growth in that portfolio.
See additional information regarding net interest income in the section entitled “Interest Rate Risk.”



Page 51


We recorded a provision for loan losses of $19.3 million in the second quarter of 2020 compared to a negative provision for loan losses (reduction of the allowance for loan losses) of $0.3 million in the second quarter of 2019. For the six months ended June 30, 2020 and 2019, we recorded provisions for loan losses of $24.9 million and $0.2 million, respectively. The increases in 2020 are primarily related to estimated probable losses arising from the economic impact of COVID-19. Since the onset of the pandemic in March 2020, we have worked with many of our borrowers, including the option of loan payment deferrals, with total loans on deferral status amounting to $774 million at June 30, 2020, or 16% of the loan portfolio. See the section entitled "Allowance for Loan Losses and Provision for Loan Losses" below for additional information.

Total noninterest income was $26.2 million and $15.6 million for the three months ended June 30, 2020 and 2019, respectively. For the six months ended June 30, 2020 and 2019, total noninterest income was $39.9 million and $29.7 million, respectively.

Service charges on deposit accounts amounted to $2.3 million for the second quarter of 2020 compared to $3.2 million in the second quarter of 2019. For the first six months of 2020 and 2019, service charges on deposit accounts amounted to $5.6 million and $6.2 million, respectively. The decreases are primarily due to fewer instances of overdraft fees that we believe is likely associated with the generally higher levels of deposits maintained by our customers during 2020.

Other service charges, commissions, and fees amounted to $4.6 million in the second quarter of 2020 compared to $5.1 million, a decline of 8.4%. For the first six months of 2020, this line item amounted to $8.7 million compared to $9.6 million for the same period of 2019, a decline of 9.0%. Both periods in 2020 were impacted by lower interchange income due to reduced credit card and debit card usage that we believe is attributable to the pandemic. The first quarter of 2020 was also negatively impacted by a $0.5 million impairment of our SBA servicing asset due to the lower fair value of that asset resulting from market conditions at March 31, 2020.

Fees from presold mortgages amounted to $3.0 million for the second quarter of 2020 compared to $0.9 million in the second quarter of 2019. For the first six months of 2020 and 2019, fees from presold mortgages amounted to $4.9 million and $1.4 million, respectively. The increases in 2020 are primarily due to higher mortgage loan origination volume arising from historically low mortgage loan interest rates.
Commissions from sales of insurance and financial products did not vary significantly for the periods presented, amounting to approximately $2.1 million and $2.2 million for the second quarters of 2020 and 2019, respectively, and $4.2 million for both the six months ended June 30, 2020 and 2019.

For the second quarters of 2020 and 2019, SBA consulting fees amounted to $3.7 million and $0.9 million, respectively. For the first six months of 2020 and 2019, SBA consulting fees amounted to $4.8 million and $2.2 million, respectively. The increases in 2020 are due to fees earned in the second quarter by the Company's SBA subsidiary, SBA Complete, related to assisting its third-party client banks with the PPP, which amounted to approximately $3.0 million. Included in the $3.0 million of PPP fees are $0.5 million in servicing fees related to those loans. Based on June 30, 2020 balances, PPP servicing fees are estimated at $230,000 per month, which will be reduced upon the payback and/or forgiveness of the PPP loans. In addition to the PPP fees recorded in the second quarter of 2020, SBA Complete deferred $1.6 million of revenue that will be recorded as income upon the forgiveness portion of the PPP loans.

SBA loan sale gains amounted to $2.0 million and $2.6 million for the three and six months ended June 30, 2020, respectively, compared to $3.1 million and $5.1 million for the three and six months ended June 30, 2019, respectively. Origination of SBA loans have generally declined due to the economic impact of COVID-19.

During the second quarter of 2020, we sold approximately $220 million in mortgage-backed and commercial mortgage-backed securities at a gain of $8.0 million. The securities sold were believed to be favorably impacted by historically low interest rates and Federal Reserve stimulus measures. No securities gains were recorded in the first half of 2019.

Noninterest expenses amounted to $38.9 million in the second quarter of 2020 compared to $40.1 million recorded in the second quarter of 2019, a decrease of 3.0%. For the six months ended June 30, 2020, noninterest expenses amounted to $79.0 million, an increase of 0.2% from the $78.9 million recorded in the comparable period of 2019. Noninterest expenses in 2020 were impacted by generally lower economic activity resulting from the pandemic.



Page 52


Personnel expense increased 1.3% to $24.5 million in the second quarter of 2020 from $24.2 million in the second quarter of 2019. For the six months ended June 30, 2020 and 2019, personnel expense amounted to $49.1 million and $47.7 million, an increase of 2.9%. The increase in 2020 was primarily due to an increase in commissions earned by the Company's mortgage loan originators that is associated with the high volume of originations in 2020. In the second quarter of 2020, the Company deferred approximately $500,000 in personnel costs associated with PPP loan originations (FAS 91).
The combined amount of occupancy and equipment expense did not vary significantly among the periods presented, amounting to $3.7 million and $3.9 million for three month periods ending June 30, 2020 and 2019, respectively, and $7.8 million and $8.0 million for the six month periods ending June 30, 2020 and 2019, respectively.

Intangibles amortization expense decreased from $1.2 million in the second quarter of 2019 to $1.0 million in the second quarter of 2020, and decreased from $2.6 million in the first six months of 2019 to $2.0 million in the first six months of 2020. The declines were primarily a result of the amortization of intangible assets associated with acquisitions that typically have amortization schedules that decline over time.

Foreclosed property losses decreased among the 2020 periods presented due primarily to lower levels of foreclosed properties that the Bank holds.
Other operating expenses amounted to $9.7 million for the second quarter of 2020 compared to $10.3 million in the second quarter of 2019, a decrease of 5.9%. The decrease was primarily a result of a general decline in various activity-based expenses due to the pandemic. For the six months ended June 30, 2020 and 2019, other operating expenses did not vary significantly, amounting to $19.8 million and $19.7 million, respectively.
For the three months ended June 30, 2020 and 2019, the provision for income taxes was $4.3 million, an effective tax rate of 20.7%, and $6.4 million, an effective tax rate of 21.2%, respectively. For the six months ended June 30, 2020 and 2019, the provision for income taxes was $8.9 million, an effective tax rate of 20.5%, and $12.3 million, an effective tax rate of 21.0%, respectively.
The consolidated statements of comprehensive income reflect other comprehensive loss of $3.9 million during the second quarter of 2020 compared to other comprehensive income of $9.2 million during the second quarter of 2019. For the first six months of 2020 and 2019, the consolidated statements of comprehensive income reflect other comprehensive income of $12.2 million and $13.8 million, respectively. The primary component of other comprehensive income for the periods presented was changes in unrealized holding gains of our available for sale securities resulting from declines in interest rates. The other comprehensive loss in the second quarter of 2020 was due to the realization of $8.0 million ($6.2 million, net of taxes) in gains from sales of approximately $220 million of available for sale securities, which offset $2.8 million ($2.1 million, net of taxes) of unrealized holding gains. Our available for sale securities portfolio is predominantly comprised of fixed rate bonds that generally increase in value when market yields for fixed rate bonds decrease and decline in value when market yields for fixed rate bonds increase. Management has evaluated any unrealized losses on individual securities at each period end and determined that there is no other-than-temporary impairment.
FINANCIAL CONDITION
Total assets at June 30, 2020 amounted to $6.9 billion, a 12.1% increase from December 31, 2019. Total loans at June 30, 2020 amounted to $4.8 billion, a 7.1% increase from December 31, 2019, and total deposits amounted to $5.8 billion, an 18.2% increase from December 31, 2019.
The following table presents information regarding the nature of changes in our levels of loans and deposits for the first six months of 2020.


Page 53


$ in thousands
 
 
 
 
 
 
 
 
January 1, 2020 to
June 30, 2020
 
Balance at
beginning
of period
 
Internal
Growth,
net
 
Balance at
end of
period
 
Total
percentage
growth
Total loans
 
$
4,453,466

 
316,597

 
4,770,063

 
7.1
 %
 
 
 
 
 
 
 
 
 
Deposits – Noninterest bearing checking
 
1,515,977

 
525,801

 
2,041,778

 
34.7
 %
Deposits – Interest bearing checking
 
912,784

 
199,841

 
1,112,625

 
21.9
 %
Deposits – Money market
 
1,173,107

 
179,946

 
1,353,053

 
15.3
 %
Deposits – Savings
 
424,415

 
50,040

 
474,455

 
11.8
 %
Deposits – Brokered
 
86,141

 
(22,072
)
 
64,069

 
(25.6
)%
Deposits – Internet time
 
698

 

 
698

 
 %
Deposits – Time>$100,000
 
563,108

 
(17,738
)
 
545,370

 
(3.2
)%
Deposits – Time<$100,000
 
255,125

 
(16,035
)
 
239,090

 
(6.3
)%
Total deposits
 
$
4,931,355

 
899,783

 
5,831,138

 
18.2
 %
As derived from the table above, for the first six months of 2020, loan growth was $316.6 million, or 7.1%. Loan growth for the period was primarily driven by the origination of $244.9 million in PPP loans. Loan growth for the period, excluding PPP loans, was $71.7 million, or 3.2% annualized. Loan growth was organic and driven by our continued expansion into high-growth markets, our hiring of experienced bankers and our emphasis on SBA lending. Exclusive of PPP balances, we expect growth in our loan portfolio for the remainder of 2020, however likely at lower levels than we would normally expect as a result of the impact of the pandemic.
The mix of our loan portfolio remains substantially the same at June 30, 2020 compared to December 31, 2019, with PPP loans increasing the percentage of commercial and industrial loans at June 30, 2020 - see note 4 to the consolidated financial statements for additional information. The majority of our real estate loans are personal and commercial loans where real estate provides additional security for the loan. Note 7 to the consolidated financial statements presents additional detailed information regarding our mix of loans.
For the six month period ended June 30, 2020, we experienced strong internal growth in our core deposit accounts (checking, money market and savings). In addition to deposits arising from PPP loans, this high deposit growth is believed to be due to a combination of stimulus funds and changes in customer behaviors during the pandemic, as well as our ongoing deposit growth initiatives. We routinely engage in activities designed to grow and retain deposits, such as (1) emphasizing relationship banking to new and existing customers, where borrowers are encouraged and normally expected to maintain deposit accounts with us, (2) pricing deposits at rate levels that will attract and/or retain deposits, and (3) continually working to identify and introduce new products that will attract customers or enhance our appeal as a primary provider of financial services.
Our liquidity levels have increased over the past year. Our liquid assets (cash and securities) as a percentage of our total deposits and borrowings increased from 21.4% at December 31, 2019 to 26.2% at June 30, 2020. 
Nonperforming Assets
Nonperforming assets include nonaccrual loans, restructured loans, loans past due 90 or more days and still accruing interest, and foreclosed real estate. Nonperforming assets are summarized as follows:


Page 54


 
 
ASSET QUALITY DATA ($ in thousands)
 
As of/for the quarter ended June 30, 2020
 
As of/for the quarter ended December 31, 2019
Nonperforming assets
 
 
 
 
Nonaccrual loans
 
$
34,922

 
24,866

Restructured loans – accruing
 
9,867

 
9,053

Accruing loans >90 days past due
 

 

Total nonperforming loans
 
44,789

 
33,919

Foreclosed real estate
 
2,987

 
3,873

Total nonperforming assets
 
$
47,776

 
37,792

 
 
 
 
 
Purchased credit impaired loans not included above (1)
 
$
9,742

 
12,664

 
 
 
 
 
Asset Quality Ratios – All Assets
 
 
 
 
Net charge-offs to average loans - annualized
 
0.12
%
 
0.09
%
Nonperforming loans to total loans
 
0.94
%
 
0.76
%
Nonperforming assets to total assets
 
0.69
%
 
0.62
%
Allowance for loan losses to total loans
 
0.89
%
 
0.48
%
Allowance for loan losses to nonperforming loans
 
94.54
%
 
63.09
%
(1)  In the March 3, 2017 acquisition of Carolina Bank and the October 1, 2017 acquisition of Asheville Savings Bank, we acquired $19.3 million and $9.9 million, respectively, in PCI loans in accordance with ASC 310-30 accounting guidance. These loans are excluded from the nonperforming loan amounts, including $0.8 million and $0.8 million in PCI loans at June 30, 2020 and December 31, 2019, respectively, that were contractually past due 90 days or more.
Nonperforming assets have increased since December 31, 2019, which was primarily driven by four loans in the $2-$4 million range being placed on nonaccrual status in the second quarter of 2020 that were not directly related to the impact of the pandemic. Due to the onset of the COVID-19 pandemic not occurring until late in the first quarter of 2020 and the Company's COVID-19 deferral relief program, the nonperforming assets at June 30, 2020 do not reflect the likely impact from COVID-19. While there are still many uncertainties associated with the pandemic and the stimulus measures taken by the United States government to address it, higher unemployment levels and business closures would generally be expected to result in higher levels of nonperforming assets in the future.
We have reviewed the collateral for our nonperforming assets, including nonaccrual loans, and have included this review among the factors considered in the evaluation of the allowance for loan losses discussed below.
At June 30, 2020, total nonaccrual loans amounted to $34.9 million, compared to $24.9 million at December 31, 2019. As noted above, the increase was primarily driven by four loans. One of those four loans, with a balance of approximately $4 million, has a 75% SBA guarantee.
Restructured loans (TDRs) are accruing loans for which we have granted concessions to the borrower as a result of the borrower’s financial difficulties. At June 30, 2020, total accruing TDRs amounted to $9.9 million, compared to $9.1 million at December 31, 2019. As previously discussed, COVID-19 related deferrals, which amounted to $774 million at June 30, 2020 are excluded from TDR consideration at June 30, 2020.
Foreclosed real estate includes primarily foreclosed properties. Total foreclosed real estate amounted to $3.0 million at June 30, 2020 and $3.9 million at December 31, 2019. Our foreclosed property balances have generally been decreasing as a result of sales activity during the periods and favorable overall asset quality.


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The following is the composition, by loan type, of all of our nonaccrual loans at each period end.
($ in thousands)
At June 30, 2020
 
At December 31, 2019
 
Commercial, financial, and agricultural
$
8,239

 
5,518

 
Real estate – construction, land development, and other land loans
1,038

 
1,067

 
Real estate – mortgage – residential (1-4 family) first mortgages
7,327

 
7,552

 
Real estate – mortgage – home equity loans/lines of credit
1,903

 
1,797

 
Real estate – mortgage – commercial and other
16,229

 
8,820

 
Consumer loans
186

 
112

 
Total nonaccrual loans
$
34,922

 
24,866

 

We believe that the fair values of the items of foreclosed real estate, less estimated costs to sell, equal or exceed their respective carrying values at the dates presented. The following table presents the detail of all of our foreclosed real estate at each period end:
($ in thousands)
At June 30, 2020
 
At December 31, 2019
 
Vacant land and farmland
$
1,536

 
1,752

 
1-4 family residential properties
565

 
974

 
Commercial real estate
886

 
1,147

 
Total foreclosed real estate
$
2,987

 
3,873

 
The following table presents geographic information regarding our nonperforming assets at June 30, 2020.
 
As of June 30, 2020
($ in thousands)
Total
Nonperforming
Loans
 
Total Loans
 
Nonperforming
Loans to Total
Loans
 
Total
Foreclosed
Real Estate
Region (1)
 

 
 

 
 
 
 
Eastern Region (NC)
$
5,516

 
1,013,830

 
0.54
%
 
$
517

Triangle Region (NC)
6,637

 
990,905

 
0.67
%
 
782

Triad Region (NC)
9,520

 
868,933

 
1.10
%
 
111

Charlotte Region (NC)
1,854

 
366,518

 
0.51
%
 

Southern Piedmont Region (NC)
3,282

 
269,430

 
1.22
%
 
200

Western Region (NC)
3,345

 
641,741

 
0.52
%
 
410

South Carolina Region
1,318

 
190,150

 
0.69
%
 
424

Former Virginia Region
82

 
527

 
15.56
%
 
273

Other
13,235

 
428,029

 
3.09
%
 
270

Total
$
44,789

 
4,770,063

 
0.94
%
 
$
2,987

(1)
The counties comprising each region are as follows:
Eastern North Carolina Region - New Hanover, Brunswick, Duplin, Dare, Beaufort, Pitt, Onslow, Carteret
Triangle North Carolina Region - Moore, Lee, Harnett, Chatham, Wake
Triad North Carolina Region - Montgomery, Randolph, Davidson, Rockingham, Guilford, Stanly, Forsyth, Alamance
Charlotte North Carolina Region - Iredell, Cabarrus, Rowan, Mecklenburg
Southern Piedmont North Carolina Region - Richmond, Scotland, Robeson, Bladen, Columbus, Cumberland
Western North Carolina Region – Buncombe, Henderson, McDowell, Madison, Transylvania
South Carolina Region - Chesterfield, Dillon, Florence
Former Virginia Region - Wythe, Washington, Montgomery, Roanoke
Other includes loans originated on a national basis through the Company’s SBA Lending Division and through the Company's Credit Card Division
Allowance for Loan Losses and Provision for Loan Losses
As previously noted, and as permitted by the CARES Act, we elected to defer the implementation of CECL until the earlier of the cessation of the national emergency or December 31, 2020 because of the challenges associated with


Page 56


developing a reliable forecast of losses that may result from the unprecedented COVID-19 pandemic. Accordingly, the Company's provision for loan losses for the first six months of 2020 is based on the information available and the conditions that existed at June 30, 2020 related to COVID-19, according to the pre-CECL incurred loss methodology for determining loan losses. See further discussion below.
The allowance for loan losses is created by direct charges to operations (known as a “provision for loan losses” for the period in which the charge is taken). Losses on loans are charged against the allowance in the period in which such loans, in management’s opinion, become uncollectible. Recoveries realized during the period are credited to this allowance.
We have no foreign loans, few agricultural loans and do not engage in significant lease financing or highly leveraged transactions. Commercial loans are diversified among a variety of industries. The majority of our real estate loans are primarily personal and commercial loans where real estate provides additional security for the loan. Collateral for virtually all of these loans is located within our principal market area.
The factors that influence management’s judgment in determining the amount charged to operating expense include recent loan loss experience, composition of the loan portfolio, evaluation of probable inherent losses and current economic conditions.
For the periods indicated, the following table summarizes our balances of loans outstanding, average loans outstanding, changes in the allowance for loan losses arising from charge-offs and recoveries, and additions to the allowance for loan losses that have been charged to expense.



Page 57


($ in thousands)
Six Months
Ended
June 30, 2020
 
Twelve Months
Ended December 31,
2019
 
Six Months
Ended
June 30, 2019
Loans outstanding at end of period
$
4,770,063

 
4,453,466

 
4,339,467

Average amount of loans outstanding
$
4,625,798

 
4,346,331

 
4,305,069

 
 
 
 
 
 
Allowance for loan losses, at beginning of year
$
21,398

 
21,039

 
21,039

Provision for loan losses
24,888

 
2,263

 
192

 
46,286

 
23,302

 
21,231

 
 
 
 
 
 
Loans charged off:
 
 
 
 
 
Commercial, financial, and agricultural
(3,931
)
 
(2,473
)
 
(936
)
Real estate – construction, land development & other land loans
(45
)
 
(553
)
 
(293
)
Real estate – mortgage – residential (1-4 family) first mortgages
(474
)
 
(657
)
 
(185
)
Real estate – mortgage – home equity loans / lines of credit
(381
)
 
(307
)
 
(146
)
Real estate – mortgage – commercial and other
(545
)
 
(1,556
)
 
(838
)
Consumer loans
(397
)
 
(757
)
 
(436
)
Total charge-offs
(5,773
)
 
(6,303
)
 
(2,834
)
Recoveries of loans previously charged-off:
 
 
 
 
 
Commercial, financial, and agricultural
477

 
980

 
605

Real estate – construction, land development & other land loans
643

 
1,275

 
489

Real estate – mortgage – residential (1-4 family) first mortgages
315

 
705

 
382

Real estate – mortgage – home equity loans / lines of credit
166

 
629

 
455

Real estate – mortgage – commercial and other
102

 
575

 
374

Consumer loans
126

 
235

 
87

Total recoveries
1,829

 
4,399

 
2,392

Net (charge-offs) recoveries
(3,944
)
 
(1,904
)
 
(442
)
Allowance for loan losses, at end of period
$
42,342

 
21,398

 
20,789

 
 
 
 
 
 
Ratios:
 
 
 
 
 
Net charge-offs (recoveries) as a percent of average loans (annualized)
0.17
%
 
0.09
%
 
0.02
%
Allowance for loan losses as a percent of loans at end of period
0.89
%
 
0.48
%
 
0.48
%

We recorded a provision for loan losses of $19.3 million in the second quarter of 2020 compared to a negative provision for loan losses (reduction of the allowance for loan losses) of $0.3 million in the second quarter of 2019. For the six months ended June 30, 2020 and 2019, we recorded provisions for loan losses of $24.9 million and $0.2 million, respectively. The increases in 2020 are primarily related to estimated probable losses arising from the economic impact of COVID-19, as discussed below.

In March 2020, the COVID-19 pandemic began to impact our nation. The subsequent closures of many businesses and job losses are leading to widespread negative economic impacts. The U.S. Government has taken steps to lessen the negative impacts. In determining the appropriate level of allowance for loan losses at June 30, 2020, we reviewed industry types and deferral percentages within our loan portfolio in light of the pandemic. Based on that analysis, we assigned loan loss reserves for certain of those loan types that were consistent with probable loss rates incurred in a stressed economic scenario. The Company also recorded supplemental qualitative reserves for all other loans in deferral status. As a result the analysis, approximately $16.7 million of COVID-19 related qualitative reserves are included in the Company's June 30, 2020 allowance for loan loss amount of $42.3 million at June 30, 2020.

As of June 30, 2020, we have granted approximately $774 million in loan deferrals under the CARES act provisions, as detailed below.


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COVID-19 Loan Deferral Information at June 30, 2020
 
 
 
 
Deferrals
 Total Loans
Percentage Deferred
Construction Loans
$
38,658

648,590

6
%
Farmland and Agriculture
1,432

36,361

3.9
%
Home equity loans
2,511

318,618

0.8
%
Residential first lien loans
85,536

1,072,945

8
%
Multifamily loans
31,220

182,255

17.1
%
Owner-Occupied Commercial Real Estate
186,098

742,204

25.1
%
Non-Owner-Occupied Commercial Real Estate
369,112

999,679

36.9
%
Commercial & Industrial Loans
57,735

552,881

10.4
%
Loans to Municipalities

147,187

%
Consumer Loans
1,241

51,161

2.4
%
Other Loans
678

18,182

3.7
%
 
$
774,221

4,770,063

16.2
%
The ratio of our allowance to total loans was 0.89% and 0.48% at June 30, 2020 and December 31, 2019, respectively. The increase in this ratio was a result of the factors discussed above that impacted our increased level of provision for loan losses in 2020.
Our ratio of allowance to total loans is significantly impacted by the acquisitions of Carolina Bank and Asheville Savings Bank in 2017, which had over $1 billion in total loans. Applicable accounting guidance did not allow us to record an allowance for loan losses upon the acquisition of loans – instead the acquired loans were recorded at their discounted fair value, which included the consideration of any expected losses. No allowance for loan losses is recorded for the acquired loans unless the expected credit losses exceed the remaining unamortized discounts – based on an individual basis for purchased credit impaired loans and on a pooled basis for performing acquired loans. See Critical Accounting Policies above for further discussion. Unaccreted discount on acquired loans, which is available to absorb loan losses on those acquired loans, amounted to $10.6 million and $12.7 million at June 30, 2020 and December 31, 2019, respectively.
We believe our reserve levels are adequate to cover probable loan losses on the loans outstanding as of each reporting date. It must be emphasized, however, that the determination of the reserve using our procedures and methods rests upon various judgments and assumptions about economic conditions and other factors affecting loans. No assurance can be given that we will not in any particular period sustain loan losses that are sizable in relation to the amounts reserved or that subsequent evaluations of the loan portfolio, in light of conditions and factors then prevailing, will not require significant changes in the allowance for loan losses or future charges to earnings. See “Critical Accounting Policies – Allowance for Loan Losses” above.
In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses and value of other real estate. Such agencies may require us to recognize adjustments to the allowance or the carrying value of other real estate based on their judgments about information available at the time of their examinations.
Based on the results of our loan analysis and grading program and our evaluation of the allowance for loan losses at June 30, 2020, there have been no material changes to the allocation of the allowance for loan losses among the various categories of loans since December 31, 2019.
Liquidity, Commitments, and Contingencies
Our liquidity is determined by our ability to convert assets to cash or acquire alternative sources of funds to meet the needs of our customers who are withdrawing or borrowing funds, and to maintain required reserve levels, pay expenses and operate the Company on an ongoing basis. Our primary liquidity sources are net income from operations, cash and due from banks, federal funds sold and other short-term investments. Our securities portfolio is comprised almost entirely of readily marketable securities, which could also be sold to provide cash. Thus far in the COVID-19 pandemic, we have seen our liquidity levels increase, with increases in deposits account balances leading to higher cash levels.


Page 59


In addition to internally generated liquidity sources, we have the ability to obtain borrowings from the following three sources - 1) an approximately $1.095 billion line of credit with the FHLB (of which $58 million and $247 million were outstanding at June 30, 2020 and December 31, 2019, respectively), 2) a $35 million federal funds line with a correspondent bank (of which none was outstanding at June 30, 2020 or December 31, 2019), and 3) an approximately $121 million line of credit through the Federal Reserve Bank of Richmond’s discount window (of which none was outstanding at June 30, 2020 or December 31, 2019). In addition to the outstanding borrowings from the FHLB that reduce the available borrowing capacity of that line of credit, our borrowing capacity was reduced by $190 million at both June 30, 2020 and December 31, 2019, as a result of our pledging letters of credit for public deposits at each of those dates. Unused and available lines of credit amounted to $1.0 billion at June 30, 2020 compared to $775 million at December 31, 2019.
Our overall liquidity has increased since December 31, 2019 due primarily to the strong deposit growth which has exceeded loan growth. Our liquid assets (cash and securities) as a percentage of our total deposits and borrowings increased from 21.4% at December 31, 2019 to 26.2% at June 30, 2020.
We believe our liquidity sources, including unused lines of credit, are at an acceptable level and remain adequate to meet our operating needs in the foreseeable future. We will continue to monitor our liquidity position carefully and will explore and implement strategies to increase liquidity if deemed appropriate.
The amount and timing of our contractual obligations and commercial commitments has not changed materially since December 31, 2019, detail of which is presented in Table 18 on page 66 of our 2019 Annual Report on Form 10-K.
We are not involved in any other legal proceedings that, in our opinion, could have a material effect on our consolidated financial position.
Off-Balance Sheet Arrangements and Derivative Financial Instruments
Off-balance sheet arrangements include transactions, agreements, or other contractual arrangements pursuant to which we have obligations or provide guarantees on behalf of an unconsolidated entity. We have no off-balance sheet arrangements of this kind other than letters of credit and repayment guarantees associated with our trust preferred securities.
Derivative financial instruments include futures, forwards, interest rate swaps, options contracts, and other financial instruments with similar characteristics. We have not engaged in significant derivative activities through June 30, 2020, and have no current plans to do so.
Capital Resources
The Company is regulated by the Board of Governors of the Federal Reserve Board (“FRB”) and is subject to the securities registration and public reporting regulations of the Securities and Exchange Commission. Our banking subsidiary, First Bank, is also regulated by the FRB and the North Carolina Office of the Commissioner of Banks. We must comply with regulatory capital requirements established by the FRB. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on our financial statements. We are not aware of any recommendations of regulatory authorities or otherwise which, if they were to be implemented, would have a material effect on our liquidity, capital resources, or operations.

In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Economic Growth Act”), was enacted and which amended certain aspects of the regulatory framework for small depository institutions with assets less than $10 billion and for large banks with assets of more than $50 billion. The Economic Growth Act, among other matters, provided for an alternative capital rule for financial institutions and their holding companies with total consolidated assets of less than $10 billion. The Economic Growth Act instructed the federal banking regulators to establish a single “Community Bank Leverage Ratio” of between 8% and 10%, which was proposed to be 9% by the federal regulators. The Community Bank Leverage Ratio provides for a simpler calculation of a bank’s capital ratio than the Basel III provisions that have been in place. Any qualifying depository institution or its holding company that elects to adopt the Community Bank Leverage Ratio and exceeds the ratio set by the banking regulators is considered to have met generally applicable leverage and risk-based regulatory capital requirements and any qualifying depository institution that exceeds the new ratio will be considered to be “well capitalized” under the prompt corrective action rules. March 31, 2020 was the earliest date that the Company could have elected to


Page 60


adopt the Community Bank Leverage Ratio. However, the Company did not opt-in to that alternative framework and instead continues to use the Basel III standards.
Under Basel III standards and capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
The capital standards require us to maintain minimum ratios of “Common Equity Tier 1” capital to total risk-weighted assets, “Tier 1” capital to total risk-weighted assets, and total capital to risk-weighted assets of 4.50%, 6.00% and 8.00%, respectively. Common Equity Tier 1 capital is comprised of common stock and related surplus, plus retained earnings, and is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities. Tier 1 capital is comprised of Common Equity Tier 1 capital plus Additional Tier 1 Capital, which for the Company includes non-cumulative perpetual preferred stock and trust preferred securities. Total capital is comprised of Tier 1 capital plus certain adjustments, the largest of which is our allowance for loan losses. Risk-weighted assets refer to our on- and off-balance sheet exposures, adjusted for their related risk levels using formulas set forth in FRB and FDIC regulations.
The capital conservation buffer requirement began to be phased in on January 1, 2016, at 0.625% of risk weighted assets, and increased each year until fully implemented at 2.5% on January 1, 2019.
In addition to the risk-based capital requirements described above, we are subject to a leverage capital requirement, which calls for a minimum ratio of Tier 1 capital (as defined above) to quarterly average total assets of 3.00% to 5.00%, depending upon the institution’s composite ratings as determined by its regulators. The FRB has not advised us of any requirement specifically applicable to us.
At June 30, 2020, our capital ratios exceeded the regulatory minimum ratios discussed above. The following table presents our capital ratios and the regulatory minimums discussed above for the periods indicated.
 
June 30, 2020
 
December 31,
2019
 
Risk-based capital ratios:
 

 
 

 
Common equity Tier 1 to Tier 1 risk weighted assets
13.10
%
 
13.28
%
 
Minimum required Common equity Tier 1 capital
7.00
%
 
7.00
%
 
 
 
 
 
 
Tier I capital to Tier 1 risk weighted assets
14.21
%
 
14.41
%
 
Minimum required Tier 1 capital
8.50
%
 
8.50
%
 
 
 
 
 
 
Total risk-based capital to Tier II risk weighted assets
15.13
%
 
14.89
%
 
Minimum required total risk-based capital
10.50
%
 
10.50
%
 
 
 
 
 
 
Leverage capital ratios:
 

 
 

 
Tier 1 capital to quarterly average total assets
10.29
%
 
11.19
%
 
Minimum required Tier 1 leverage capital
4.00
%
 
4.00
%
 
First Bank is also subject to capital requirements that do not vary materially from the Company’s capital ratios presented above. At June 30, 2020, First Bank significantly exceeded the minimum ratios established by the regulatory authorities. The 90 basis point reduction in our leverage ratio reflected in the table below was due to the significant balance sheet growth experienced in 2020, resulting primarily from a strong increase in deposits.
BUSINESS DEVELOPMENT AND OTHER SHAREHOLDER MATTERS
The following is a list of business development and other miscellaneous matters affecting the Company and First Bank, our bank subsidiary.
On July 1, 2020, the Company reported that Forbes had recognized First Bank as one of America's best banks in its 2020 Best-in-State Banks list for the second year in a row. This year, First Bank was ranked the number one bank in North Carolina, based on an independent survey of more than 25,000 U.S. consumers regarding their overall satisfaction in five service areas.


Page 61



On June 12, 2020, the Company announced a quarterly cash dividend of $0.18 per share payable on July 24, 2020 to shareholders of record on June 30, 2020. This dividend rate represents a 50% increase over the dividend rate declared in the second quarter of 2019.
SHARE REPURCHASES
For the three months ended June 30, 2020, we repurchased 104,289 shares of our common stock at an average price of $23.32 per share, which totaled $2.4 million. For the six months ended June 30, 2020, we repurchased 680,695 shares of our common stock at an average price of $32.96 per share, which totaled $22.4 million. At June 30, 2020, we had authority from our Board of Directors to repurchase up to an additional $17.6 million in shares of the Company’s common stock. We may repurchase shares of our stock in open market and privately negotiated transactions, as market conditions and our liquidity warrants, subject to compliance with applicable regulations. See also Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds.”
Item 3 – Quantitative and Qualitative Disclosures About Market Risk
INTEREST RATE RISK (INCLUDING QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK)
Net interest income is our most significant component of earnings. Notwithstanding changes in volumes of loans and deposits, our level of net interest income is continually at risk due to the effect that changes in general market interest rate trends have on interest yields earned and paid with respect to our various categories of earning assets and interest-bearing liabilities. It is our policy to maintain portfolios of earning assets and interest-bearing liabilities with maturities and repricing opportunities that will afford protection, to the extent practical, against wide interest rate fluctuations. Our exposure to interest rate risk is analyzed on a regular basis by management using standard GAP reports, maturity reports, and an asset/liability software model that simulates future levels of interest income and expense based on current interest rates, expected future interest rates, and various intervals of “shock” interest rates. Over the years, we have been able to maintain a fairly consistent yield on average earning assets (and net interest margin). Over the past five calendar years, our net interest margin has ranged from a low of 4.00% (realized in 2019) to a high of 4.13% (realized in 2015). As discussed below, we experienced a significant decline in our net interest margin in the second quarter of 2020. The historical consistency of the net interest margin is aided by the relatively low level of long-term interest rate exposure that we maintain. At June 30, 2020, approximately 72% of our interest-earning assets were subject to repricing within five years (because they are either adjustable rate assets or they are fixed rate assets that mature) and substantially all of our interest-bearing liabilities reprice within five years.
Using stated maturities for all fixed rate instruments except mortgage-backed securities (which are allocated in the periods of their expected payback) and securities and borrowings with call features that are expected to be called (which are shown in the period of their expected call), at June 30, 2020, we had $1.6 billion more in interest-bearing liabilities that are subject to interest rate changes within one year than earning assets. This generally would indicate that net interest income would experience downward pressure in a rising interest rate environment and would benefit from a declining interest rate environment. However, this method of analyzing interest sensitivity only measures the magnitude of the timing differences and does not address earnings, market value, or management actions. Also, interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. In addition to the effects of “when” various rate-sensitive products reprice, market rate changes may not result in uniform changes in rates among all products. For example, included in interest-bearing liabilities subject to interest rate changes within one year at June 30, 2020 are deposits totaling $2.9 billion comprised of checking, savings, and certain types of money market deposits with interest rates set by management. These types of deposits historically have not repriced with, or in the same proportion, as general market indicators.
Overall, we believe that in the near term (twelve months), net interest income will not likely experience significant downward pressure from rising interest rates. Similarly, we would not expect a significant increase in near term net interest income from falling interest rates. Generally, when rates change, our interest-sensitive assets that are subject to adjustment reprice immediately at the full amount of the change, while our interest-sensitive liabilities that are subject to adjustment reprice at a lag to the rate change and typically not to the full extent of the rate change. In the short-term (less than twelve months), this generally results in us being asset-sensitive, meaning that our net interest income benefits from an increase in interest rates and is negatively impacted by a decrease in interest rates, which is what we experienced following the March 2020 interest rate cuts. However, in the twelve-month and


Page 62


longer horizon, the impact of having a higher level of interest-sensitive liabilities generally lessens the short-term effects of changes in interest rates.
The general discussion in the foregoing paragraph applies most directly in a “normal” interest rate environment in which longer-term maturity instruments carry higher interest rates than short-term maturity instruments, and is less applicable in periods in which there is a “flat” interest rate curve. A “flat yield curve” means that short-term interest rates are substantially the same as long-term interest rates. Due to actions taken by the Federal Reserve related to short-term interest rates and the impact of the global economy on longer-term interest rates, we are currently in a very low and flat interest rate curve environment. A flat interest rate curve is an unfavorable interest rate environment for many banks, including the Bank, as short-term interest rates generally drive our deposit pricing and longer-term interest rates generally drive loan pricing. When these rates converge, the profit spread we realize between loan yields and deposit rates narrows, which pressures our net interest margin. While there have been periods in the last few years that the yield curve has steepened slightly, it currently remains very flat. This flat yield curve and the intense competition for high-quality loans in our market areas have resulted in lower interest rates on loans.

In an effort to address concerns about the national and global economy the Federal Reserve cut interest rates by 75 basis points in the second half of 2019. And in March 2020, the Federal Reserve cut interest rates by an additional 150 basis points in response to the COVID-19 pandemic. Our interest-bearing cash balances and most of our variable rate loans, which comprise approximately one-third of our loan portfolio, generally reset to lower rates soon after interest rate cuts. We reduced our offering rates on most deposit products since March 2020 and our borrowing costs have also been lowered by lower rates and repaying a significant portion of our outstanding borrowings. Overall however, the interest rate cuts negatively impacted our earnings, with loan yields declining from 4.93% in the first quarter of 2020 to 4.41% in the second quarter of 2020, a decline of 52 basis points, while the cost of interest-bearing liability only declined by 26 basis points, from 0.78% in the first quarter of 2020 to 0.52% in the second quarter of 2020. The larger decline in loan yields, as well as the high level of cash balances we held during the quarter arising from the strong deposit growth, resulted in a decline in our net interest margin for the second quarter of 2020 to 3.49% compared to 3.94% in the first quarter of 2020. While the effects of the March 2020 interest rate cuts fully impacted our second quarter net interest margin, we expect continued pressure on our net interest margin (excluding the impact of PPP - see below) as a result of pricing pressures on maturing loans and investments. However we expect any downward pressure on the net interest margin will be less than that experienced in the second quarter of 2020.

In April and early May 2020, we approved approximately $245 million in PPP loans. These loans all have an interest rate of 1.00%. In addition to the interest rate, the SBA compensated us with an origination fee for each loan of between 1% to 5% of the loan amount, depending on the size of each loan. We received approximately $10.6 million in these fees related to these loans, which were netted against the cost to originate each loan of approximately $0.5 million and are initially being amortized over the two year maturities of the loans using the effective interest method of recognition. Early repayments, including the loan forgiveness provisions contained in the PPP, will result in accelerated amortization. In the second quarter of 2020, we amortized $1.3 million of the PPP loan fees. Remaining deferred fees at June 30, 2020 amounted to $8.8 million. Because of the uncertainties associated with the timing of PPP repayments, the anticipated impact of these loans has not been incorporated into the discussion above.
As previously discussed in the section “Net Interest Income,” our net interest income has been impacted by certain purchase accounting adjustments related to the acquired banks. The purchase accounting adjustments related to the premium amortization on loans, deposits and borrowings are based on amortization schedules and are thus systematic and predictable. The accretion of the loan discount on acquired loans amounted to $1.4 million and $1.7 million for the three months ended June 30, 2020 and 2019, respectively, and $3.1 million and $3.2 million for the six months ended June 30, 2020 and 2019, respectively, is less predictable and could be materially different among periods. This is because of the magnitude of the discounts that are initially recorded and the fact that the accretion being recorded is dependent on both the credit quality of the acquired loans and the impact of any accelerated loan repayments, including payoffs. If the credit quality of the loans declines, some, or all, of the remaining discount will cease to be accreted into income. If the underlying loans experience accelerated paydowns or improved performance expectations, the remaining discount will be accreted into income on an accelerated basis. In the event of total payoff, the remaining discount will be entirely accreted into income in the period of the payoff. Each of these factors is difficult to predict and susceptible to volatility. The remaining loan discount on acquired loans amounted to $10.6 million at June 30, 2020 compared to $12.7 million at December 31, 2019.


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We have no market risk sensitive instruments held for trading purposes, nor do we maintain any foreign currency positions.
See additional discussion regarding net interest income, as well as discussion of the changes in the annual net interest margin in the section entitled “Net Interest Income” above.
Item 4 – Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, which are our controls and other procedures that are designed to ensure that information required to be disclosed in our periodic reports with the SEC is recorded, processed, summarized and reported within the required time periods.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is communicated to our management to allow timely decisions regarding required disclosure.  Based on the evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in allowing timely decisions regarding disclosure to be made about material information required to be included in our periodic reports with the SEC. In addition, no change in our internal control over financial reporting has occurred during, or subsequent to, the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Part II. Other Information
Item 1 – Legal Proceedings
Various legal proceedings may arise in the ordinary course of business and may be pending or threatened against the Company and its subsidiaries. Neither the Company nor any of its subsidiaries is involved in any pending legal proceedings that management believes are material to the Company or its consolidated financial position.  If an exposure were to be identified, it is the Company’s policy to establish and accrue appropriate reserves during the accounting period in which a loss is deemed to be probable and the amount is determinable.
Item 1A – Risk Factors
Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as well as cautionary statements contained in this Form 10-Q, including those under the caption “Forward-Looking Statements” set forth in the forepart of this Form 10-Q, risks and matters described elsewhere in this Form 10-Q and in our other filings with the SEC. There are no material changes from the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, except as described below.

Changes in business and economic conditions, in particular those of North Carolina and South Carolina, are expected to lead to lower revenue, lower asset quality, and lower earnings.

Our business and earnings are closely tied to the economies of North Carolina and South Carolina. These local economies rely significantly on tourism, real estate, construction, government, and other service-based industries. Less tourism, real or threatened acts of war or terrorism, increases in energy costs, natural disasters and adverse weather, public health issues including the spread of the COVID-19 virus, and Federal, State of North Carolina, State of South Carolina, and local government budget issues may impact consumer and corporate spending.

Recent deterioration of economic conditions, locally, nationally, or globally could adversely affect the quality of our assets, credit losses, and the demand for our products and services, which could lead to lower revenues and lower earnings. Housing prices and unemployment rates are some of the metrics that we continually monitor. We also monitor the value of collateral, such as real estate, that secures the loans we have made. The borrowing power of our customers could also be negatively impacted by a decline in the value of collateral.

The COVID-19 pandemic has impacted the local economies in the communities we serve and our business, and the extent and severity of the impact on our business and our financial results will depend on future developments, which are highly uncertain and cannot be predicted.



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The COVID-19 pandemic has negatively impacted the local, national, and global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. The duration of the COVID-19 pandemic and its effects cannot be determined with certainty, but the effects could be present for an extended period of time.

The majority of state and local jurisdictions have imposed, and others in the future may impose, variations of “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. In late March and early April 2020, the Governors of North Carolina and South Carolina, respectively, signed stay-at-home orders with only certain exceptions for essential activities and prohibited gatherings of more than 10 people. Theses orders have had a negative impact on our local and national economies and are expected to continue to negatively impact these economies and our financial results. On May 1, 2020, the Governor of South Carolina ended the state's stay-at-home order effective May 4, 2020, but provided restrictions on the operating activities of certain businesses. In light of the spread of COVID-19 in May and June, the Governor of South Carolina increased various restrictions again on July 11, 2020. The State of North Carolina’s stay-at-home order was set to expire on April 30, 2020. The Governor of North Carolina extended the stay-at-home order through May 8, 2020. On May 22, 2020, the Governor of North Carolina executed the "safer-at-home" order, which increased the number of reasons people are allowed to leave and allows most retail businesses that can comply with specific requirements to open at 50 percent capacity. North Carolina is still under the "safer-at-home" order until at least August 7, 2020.

The COVID-19 pandemic and the institution of social distancing and sheltering-in-place requirements resulted in temporary closures of many businesses. As a result, the demand for our products and services may be significantly impacted. Furthermore, the COVID-19 pandemic has influenced and may continue to influence the recognition of credit losses in our loan portfolios and our allowance for credit losses, particularly as some businesses remain closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses. Our operations may also be disrupted if significant portions of our workforce are unable to work effectively, including due to illness, quarantines, government actions, or other restrictions in connection with the COVID-19 pandemic.

In response to the COVID-19 pandemic, we have suspended residential property foreclosure sales and are offering fee waivers, payment deferrals or forbearances, and other expanded assistance for mortgages and home equity loans and lines, commercial, small business and personal lending customers. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic and actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Period
 
Total Number of
Shares
Purchased (2)
 
Average Price
Paid per Share
 
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (1)
 
Maximum Number of
Shares (or Approximate Dollar Value) that May Yet Be
Purchased Under the
Plans or Programs (1)
April 1, 2020 to April 30, 2020
 

 
$

 

 
$
20,000,000

May 1, 2020 to May 31, 2020
 

 

 

 
$
20,000,000

June 1, 2020 to June 30, 2020
 
104,289

 
23.32

 
104,289

 
$
17,567,520

Total
 
104,289

 
23.32

 
104,289

 
$
17,567,520

Footnotes to the Above Table
(1)
All shares available for repurchase are pursuant to publicly announced share repurchase authorizations. As of June 30, 2020, the Company had the remaining authorization to repurchase up to $17.6 million of the Company's stock, which was authorized and announced on November 19, 2019. The repurchase authorization has an expiration date of December 31, 2020.


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(2)
The table above does not include shares that were used by option holders to satisfy the exercise price of the options issued by the Company to its employees and directors pursuant to the Company’s stock option plans. There were no such transactions during the three months ended June 30, 2020.



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Item 6 - Exhibits
The following exhibits are filed with this report or, as noted, are incorporated by reference. Except as noted below the exhibits identified have Securities and Exchange Commission File No. 000-15572. Management contracts, compensatory plans and arrangements are marked with an asterisk (*).
2.a
 
 
2.b
 
 
2.c
 
 
2.d
 
 
3.a
Articles of Incorporation of the Company and amendments thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1.b to the Company’s Registration Statement on Form S-3D filed on June 29, 2010 (Commission File No. 333-167856), and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 6, 2011, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 26, 2012, and are incorporated herein by reference.
 
 
3.b
 
 
4.a
 
 
31.1
 
 
31.2
 
 
32.1
 
 
32.2
 
 
101
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
Copies of exhibits are available upon written request to: First Bancorp, Elizabeth B. Bostian, Secretary, 300 SW Broad Street, Southern Pines, North Carolina, 28387


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
FIRST BANCORP
 
 
August 10, 2020
BY:/s/  Richard H. Moore
 
Richard H. Moore
Chief Executive Officer
(Principal Executive Officer),
and Director
 
 
 
 
August 10, 2020
BY:/s/  Eric P. Credle
 
Eric P. Credle
Executive Vice President
and Chief Financial Officer


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