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FIRST NORTHERN COMMUNITY BANCORP - Quarter Report: 2021 March (Form 10-Q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

 
 FORM 10-Q
 
(Mark one)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended March 31, 2021
 
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______________ to _______________
 
Commission File Number 000-30707
 
FIRST NORTHERN COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
 
California
 
68-0450397
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
 
195 N. First Street, Dixon, California
 
95620
(Address of principal executive offices)
 
(Zip Code)
 
707-678-3041
(Registrant’s telephone number including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbols(s)
 
Name of each exchange on which registered
None
 
Not Applicable
 
Not Applicable

Securities registered pursuant to Section 12(g) of the Act: 
Common Stock, no par value

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
 
Yes 
No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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.
 
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 Common Stock outstanding as of May 3, 2021 was 13,683,085.







FIRST NORTHERN COMMUNITY BANCORP
 
INDEX
 
Page
PART I – Financial Information
 
   
3
   
3
   
4
   
5
   
6
   
7
   
8
   
31
   
47
   
47
   
47
   
47
   
47
   
49
   
49
   
49
   
49
   
49
   
50
 

2

PART I – FINANCIAL INFORMATION
 
FIRST NORTHERN COMMUNITY BANCORP
 
ITEM I.    – FINANCIAL STATEMENTS (UNAUDITED) 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
 
(in thousands, except share amounts)
 
March 31, 2021
   
December 31, 2020
 
 
           
Assets
           
 
           
Cash and cash equivalents
 
$
294,429
   
$
267,177
 
Certificates of deposit
   
14,718
     
16,923
 
Investment securities – available-for-sale
   
466,046
     
435,080
 
Loans, net of allowance for loan losses of $15,713 at March 31, 2021 and $15,416 at December 31, 2020
   
942,404
     
875,830
 
Loans held-for-sale
   
8,406
     
9,190
 
Stock in Federal Home Loan Bank and other equity securities, at cost
   
6,480
     
6,480
 
Premises and equipment, net
   
6,465
     
6,513
 
Interest receivable and other assets
   
41,033
     
38,183
 
 
               
Total Assets
 
$
1,779,981
   
$
1,655,376
 
 
               
Liabilities and Stockholders’ Equity
               
 
               
Liabilities:
               
 
               
Demand deposits
 
$
707,605
   
$
645,538
 
Interest-bearing transaction deposits
   
409,194
     
390,126
 
Savings and MMDA’s
   
431,725
     
385,908
 
Time, $250,000 or less
   
43,594
     
41,947
 
Time, over $250,000
   
14,919
     
14,643
 
Total deposits
   
1,607,037
     
1,478,162
 
 
               
Federal Home Loan Bank advances
   
5,000
     
5,000
 
Interest payable and other liabilities
   
18,145
     
21,557
 
 
               
Total Liabilities
   
1,630,182
     
1,504,719
 
                 
Commitments and contingencies (Note 7)
   
     
 
                 
Stockholders’ Equity:
               
Common stock, no par value; 16,000,000 shares authorized; 13,680,085 shares issued and outstanding at March 31, 2021 and 13,634,463 shares issued and outstanding at December 31, 2020
   
108,000
     
107,527
 
Additional paid-in capital
   
977
     
977
 
Retained earnings
   
39,956
     
37,115
 
Accumulated other comprehensive income, net
   
866
     
5,038
 
Total Stockholders’ Equity
   
149,799
     
150,657
 
 
               
Total Liabilities and Stockholders’ Equity
 
$
1,779,981
   
$
1,655,376
 
 
See notes to unaudited condensed consolidated financial statements.

3


FIRST NORTHERN COMMUNITY BANCORP
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
(in thousands, except per share amounts)
 
Three months ended
March 31, 2021
   
Three months ended
March 31, 2020
 
Interest and dividend income:
           
Loans
 
$
9,237
   
$
9,235
 
Due from banks interest bearing accounts
   
148
     
533
 
Investment securities
               
Taxable
   
1,486
     
1,757
 
Non-taxable
   
143
     
100
 
Other earning assets
   
82
     
124
 
Total interest and dividend income
   
11,096
     
11,749
 
Interest expense:
               
Deposits
   
224
     
518
 
Total interest expense
   
224
     
518
 
Net interest income
   
10,872
     
11,231
 
Provision for loan losses
   
300
     
650
 
Net interest income after provision for loan losses
   
10,572
     
10,581
 
Non-interest income:
               
Service charges on deposit accounts
   
360
     
436
 
Gains on sales of loans held-for-sale
   
639
     
164
 
Investment and brokerage services income
   
144
     
158
 
Mortgage brokerage income
   
-
     
35
 
Loan servicing income
   
355
     
123
 
Debit card income
   
599
     
500
 
(Losses) gains on sales/calls of available-for-sale securities
   
(10
)
   
38
 
Other income
   
203
     
195
 
Total non-interest income
   
2,290
     
1,649
 
Non-interest expenses:
               
Salaries and employee benefits
   
5,639
     
5,752
 
Occupancy and equipment
   
827
     
895
 
Data processing
   
791
     
615
 
Stationery and supplies
   
57
     
79
 
Advertising
   
66
     
70
 
Directors’ fees
   
38
     
44
 
Other expense
   
1,083
     
1,115
 
Total non-interest expenses
   
8,501
     
8,570
 
Income before provision for income taxes
   
4,361
     
3,660
 
Provision for income taxes
   
1,183
     
981
 
 
               
Net income
 
$
3,178
   
$
2,679
 
 
               
Basic earnings per common share
 
$
0.24
   
$
0.20
 
Diluted earnings per common share
 
$
0.23
   
$
0.20
 

See notes to unaudited condensed consolidated financial statements.

4


FIRST NORTHERN COMMUNITY BANCORP
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in thousands)
 
Three months ended
March 31, 2021
   
Three months ended
March 31, 2020
 
Net income
 
$
3,178
   
$
2,679
 
Other comprehensive (loss) income, net of tax:
               
Unrealized holding(losses) gains on securities:
               
Unrealized holding (losses) gains arising during the period, net of tax effect of $(1,687) and $2,055 for the three-month periods ended March 31, 2021 and March 31, 2020, respectively
   
(4,179
)
   
5,096
 
Less: reclassification adjustment due to losses (gains) realized on sales of securities, net of tax effect of $3 and $(11) for the three-month periods ended March 31, 2021 and March 31, 2020, respectively
   
7
     
(27
)
Other comprehensive (loss) income
 
$
(4,172
)
 
$
5,069
 
Comprehensive (loss) income
 
$
(994
)
 
$
7,748
 

See notes to unaudited condensed consolidated financial statements.

5


FIRST NORTHERN COMMUNITY BANCORP
 
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share data)

 
 
Common Stock
   
Additional
Paid-in
   
Retained
   
Accumulated
Other
Comprehensive
       
 
 
Shares
   
Amounts
   
Capital
   
Earnings
   
Income (Loss)
   
Total
 
 
                                   
Balance at December 31, 2019
   
12,919,132
   
$
100,187
   
$
977
   
$
31,617
   
$
134
   
$
132,915
 
Net income
                           
2,679
             
2,679
 
Other comprehensive income, net of tax
                                   
5,069
     
5,069
 
Stock dividend adjustment
   
1,310
     
348
             
(348
)
           
 
Cash in lieu of fractional shares
   
(166
)
                   
(8
)
           
(8
)
Stock-based compensation
           
134
                             
134
 
Common shares issued related to restricted stock grants, net of reversals
   
38,224
     
                             
 
Stock options exercised, net
   
10,067
     
4
                             
4
 
Balance at March 31, 2020
   
12,968,567
   
$
100,673
   
$
977
   
$
33,940
   
$
5,203
   
$
140,793
 
                                                 
Balance at December 31, 2020
   
13,634,463
   
$
107,527
   
$
977
   
$
37,115
   
$
5,038
   
$
150,657
 
Net income
                           
3,178
             
3,178
 
Other comprehensive loss, net of tax
                                   
(4,172
)
   
(4,172
)
Stock dividend adjustment
   
1,282
     
329
             
(329
)
           
 
Cash in lieu of fractional shares
   
(168
)
                   
(8
)
           
(8
)
Stock-based compensation
           
144
                             
144
 
Common shares issued related to restricted stock grants
   
38,400
     
                             
 
Stock options exercised, net
   
6,108
     
                             
 
Balance at March 31, 2021
   
13,680,085
   
$
108,000
   
$
977
   
$
39,956
   
$
866
   
$
149,799
 

See notes to unaudited condensed consolidated financial statements.

6


FIRST NORTHERN COMMUNITY BANCORP
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
 
(in thousands)
 
 
 
Three months ended
March 31, 2021
   
Three months ended
March 31, 2020
 
Cash Flows From Operating Activities
           
Net income
 
$
3,178
   
$
2,679
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
   
188
     
239
 
Accretion and amortization of investment securities premiums and discounts, net
   
845
     
404
 
Valuation adjustment on mortgage servicing rights
   
(123
)
   
 
Increase in deferred loan origination fees and costs, net
   
2,357
     
22
 
Provision for loan losses
   
300
     
650
 
Stock-based compensation
   
144
     
134
 
Losses (gains) on sales/calls of available-for-sale securities
   
10
     
(38
)
Amortization of operating lease right-of-use asset
   
251
     
254
 
Gain on sales of loans held-for-sale
   
(639
)
   
(164
)
Proceeds from sales of loans held-for-sale
   
22,165
     
7,870
 
Originations of loans held-for-sale
   
(22,507
)
   
(10,040
)
Changes in assets and liabilities:
               
Increase in interest receivable and other assets
   
(1,294
)
   
(4,908
)
Net decrease in interest payable and other liabilities
   
(3,412
)
   
(2,671
)
Net cash used in operating activities
   
1,463
     
(5,569
)
 
               
Cash Flows From Investing Activities
               
Proceeds from calls or maturities of available-for-sale securities
   
5,750
     
9,700
 
Proceeds from sales of available-for-sale securities
   
3,643
     
10,344
 
Principal repayments on available-for-sale securities
   
19,984
     
14,333
 
Purchase of available-for-sale securities
   
(67,054
)
   
(39,683
)
Net decrease (increase) in certificates of deposit
   
2,205
     
(10,045
)
Net (increase) decrease in loans
   
(67,466
)
   
9,943
 
Purchases of premises and equipment
   
(140
)
   
(49
)
Net cash used in investing activities
   
(103,078
)
   
(5,457
)
 
               
Cash Flows From Financing Activities
               
Net increase in deposits
   
128,875
     
43,398
 
Cash dividends paid in lieu of fractional shares
   
(8
)
   
(8
)
Stock options exercised
   
-
     
4
 
Net cash provided by financing activities
   
128,867
     
43,394
 
 
               
Net increase in Cash and Cash Equivalents
   
27,252
     
32,368
 
Cash and Cash Equivalents, beginning of period
   
267,177
     
111,493
 
Cash and Cash Equivalents, end of period
 
$
294,429
   
$
143,861
 
 
               
Supplemental Disclosures of Cash Flow Information:
               
Cash paid during the period for:
               
Interest
 
$
219
   
$
517
 
Supplemental disclosures of non-cash investing and financing activities:
               
Stock dividend distributed
 
$
6,636
   
$
7,016
 
Unrealized holding (losses) gains on available for sale securities, net of taxes
 
$
(4,172
)
 
$
5,069
 
Transfer of loans held-for-sale to loans held-for-investment
 
$
1,765
     
 
 
See notes to unaudited condensed consolidated financial statements.

7


FIRST NORTHERN COMMUNITY BANCORP
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
March 31, 2021 and 2020 and December 31, 2020 

1.
BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of First Northern Community Bancorp (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Articles 9 and 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results of operations for any interim period are not necessarily indicative of results expected for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. All material intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the December 31, 2020 footnotes to conform to the classifications used in March 31, 2021.  There was no impact to net income, earnings per share, or stockholders’ equity as a result of the reclassifications.

2.
ACCOUNTING POLICIES

The most significant accounting policies followed by the Company are presented in Note 1 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, Management has identified the allowance for loan losses accounting to be the accounting area requiring the most subjective or complex judgments, and as such the accounting area that could be most subject to revision as new information becomes available. A discussion of the factors affecting accounting for the allowance for loan losses is included in the “Asset Quality” and “Allowance for Loan Losses” discussions below. Certain amounts in prior periods have been reclassified to conform to the current presentation.

Application of these principles requires the Company to make certain estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain accounting policies inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment writedown or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available.

Recently Issued Accounting Pronouncements:

The Coronavirus Aid, Relief and Economic Security (‘CARES’) Act was passed by Congress and signed into law on March 27, 2020. Section 4013 of the CARES Act provides that a financial institution may elect to not apply GAAP requirements to loan modifications related to the COVID-19 pandemic that would otherwise be categorized as a TDR, and suspends the determination of loan modifications related to the COVID-19 pandemic from being treated as TDR’s.  The relief from TDR guidance applies to modifications of loans that were not more than 30 days past due as of December 31, 2019, and modifications that occur beginning on March 1, 2020 until the earlier of: sixty days after the date on which the national emergency related to the COVID-19 outbreak is terminated or December 31, 2020. The suspension of TDR accounting and reporting guidance may not be applied to any adverse impact on the credit of a borrower that is not related to the COVID-19 pandemic.  In December 2020, the Consolidated Appropriations Act, 2021 was signed into law. Section 541 of this legislation, “Extension of Temporary Relief From Troubled Debt Restructurings and Insurer Clarification,” extends Section 4013 of the CARES Act to the earlier of January 1, 2022 or 60 days after the termination of the national emergency declared relating to COVID-19. Future TDRs are indeterminable and will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

8

On April 3, 2020, the SEC Office of the Chief Accountant issued a public statement communicating that for eligible entities that elect to apply Section 4013 of the CARES Act, the SEC staff would not object that this is in accordance with GAAP for the periods for which such elections are available. In June 2020, the American Institute of Certified Public Accountants published Q&A Section 2130.41 regarding a technical question regarding the recognition of interest income on Section 4013 loans which provided multiple permitted policy elections regarding the recognition of interest on Section 4013 restructured loans.

The Bank has continued to actively assist its communities by providing temporary loan relief under Section 4013 of the CARES Act. This relief included loan modifications which include forbearance programs (both full payment deferrals and interest only payments) to customers who have been negatively impacted by the pandemic. For loans that have been provided temporary full payment deferrals, the Bank has made a policy election to cease recognition of interest income during the term of the payment deferrals (generally three to six months). Upon completion of the forbearance period, the foregone interest over the deferral period is capitalized as deferred interest and recognized as an adjustment to the effective interest rate over the life of the loan using the effective yield method.  Loans that were provided interest only payment relief will continue to accrue interest over the interest only period provided that the loans continue to perform as agreed. This policy election does not impact the Bank’s existing policies regarding non-accrual determinations if reasonable doubt exists as to the full and timely collection of interest or principal or when a loan becomes contractually past due by ninety days or more with respect to interest or principal regardless of whether a loan was modified under Section 4013 of the CARES Act.  On March 22, 2020, the federal bank regulatory agencies issued joint guidance advising that the agencies have confirmed with the staff of the Financial Accounting Standards Board that short-term modifications due to COVID-19, made on a good faith basis to borrowers who were current prior to relief, are not TDRs.  The CARES Act also provided relief from TDR classification for certain COVID-19 loan modifications.  The Bank elected not to classify modifications that meet the criteria under either the CARES Act or the criteria specified by the regulatory agencies as TDRs.

In March 2020, the FASB issued ASU 2020-02, Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842).  This ASU adds an SEC paragraph pursuant to the issuance of SEC Staff Accounting Bulletin No. 119 on loan losses to the FASB Codification Topic 326. This ASU also updates the SEC section of the Codification for the change in the effective date of Topic 842.  This ASU is effective upon addition to the FASB Codification.  The Company adopted ASU 2016-02, Leases (Topic 842) on January 1, 2019.  ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) is effective on January 1, 2023 for smaller reporting companies with less than $250 million in public float as defined in the SEC’s rules (such as the Company).  While the Company is currently unable to reasonably estimate the impact of adopting ASU 2016-13, it expects that the impact of adoption will be significantly influenced by the composition, characteristics and quality of the Company’s loan and securities portfolios as well as the prevailing economic conditions and forecasts as of the adoption date.

In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments.  The amendments in ASU 2020-03 make narrow-scope improvements to various aspects of the financial instruments guidance, including the current expected credit losses (CECL) standard issued in 2016.  The ASU is part of the FASB’s ongoing Codification improvement project aimed at clarifying specific areas of accounting guidance to help avoid unintended application. The items addressed in that project generally are not expected to have a significant effect on current accounting practice or create a significant administrative cost for most entities.  Effective dates for each amendment vary.  The Company does not expect the adoption of this update to have a significant impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848).  This ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform.  This ASU provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform.  This ASU is effective for all entities as of March 12, 2020 through December 31, 2022.  The Company is in the process of evaluating the provisions of this ASU, but does not expect it to have a material impact on the Company’s consolidated financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope.  This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition.  An entity may elect to apply ASU 2021-01 on contract modifications that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to be issued.   An entity may elect to apply ASU 2021-01 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020.  The Company is in the process of evaluating the provisions of this ASU, but does not expect it to have a material impact on the Company’s consolidated financial statements.

9

3. 
INVESTMENT SECURITIES

The amortized cost, unrealized gains and losses and estimated fair values of investments in debt and other securities at March 31, 2021 are summarized as follows:

(in thousands)
 
Amortized
cost
   
Unrealized
gains
   
Unrealized
losses
   
Estimated
fair value
 
 
                       
Investment securities available-for-sale:
                       
U.S. Treasury Securities
 
$
47,264
   
$
820
   
$
(155
)
 
$
47,929
 
Securities of U.S. government agencies and corporations
   
106,427
     
934
     
(2,129
)
   
105,232
 
Obligations of states and political subdivisions
   
29,891
     
1,407
     
(207
)
   
31,091
 
Collateralized mortgage obligations
   
74,735
     
1,796
     
(219
)
   
76,312
 
Mortgage-backed securities
   
203,486
     
3,486
     
(1,490
)
   
205,482
 
Total debt securities
 
$
461,803
   
$
8,443
   
$
(4,200
)
 
$
466,046
 

The amortized cost, unrealized gains and losses and estimated fair values of investments in debt and other securities at December 31, 2020 are summarized as follows:

(in thousands)
 
Amortized
cost
   
Unrealized
gains
   
Unrealized
losses
   
Estimated
fair value
 
 
                       
Investment securities available-for-sale:
                       
U.S. Treasury Securities
 
$
37,910
   
$
982
   
$
(1
)
 
$
38,891
 
Securities of U.S. government agencies and corporations
   
105,506
     
1,317
     
(265
)
   
106,558
 
Obligations of states and political subdivisions
   
31,013
     
1,878
     
(9
)
   
32,882
 
Collateralized mortgage obligations
   
71,531
     
1,937
     
(8
)
   
73,460
 
Mortgage-backed securities
   
179,021
     
4,359
     
(91
)
   
183,289
 
Total debt securities
 
$
424,981
   
$
10,473
   
$
(374
)
 
$
435,080
 
 
The Company had $9,393,000 and $20,044,000 proceeds from sales, calls and maturities of available-for-sale securities for the three months ended March 31, 2021 and March 31, 2020, respectively.  Gross realized gains on sales/calls of available-for-sale securities were $25,000 and $84,000 for the three months ended March 31, 2021 and March 31, 2020, respectively.  Gross realized losses on sales of available-for-sale securities were $35,000 and $46,000 for the three months ended March 31, 2021 and March 31, 2020, respectively.

The amortized cost and estimated fair value of debt and other securities at March 31, 2021, by contractual maturity, are shown in the following table:

(in thousands)
 
Amortized
cost
   
Estimated
fair value
 
 
           
Maturity in years:
           
Due in one year or less
 
$
17,585
   
$
17,746
 
Due after one year through five years
   
82,350
     
83,346
 
Due after five years through ten years
   
65,385
     
64,322
 
Due after ten years
   
18,262
     
18,838
 
Subtotal 
   
183,582
     
184,252
 
MBS & CMO
   
278,221
     
281,794
 
Total
 
$
461,803
   
$
466,046
 

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.  In addition, factors such as prepayments and interest rates may affect the yield on the carrying value of mortgage-related securities.

10

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of March 31, 2021, follows:

 
Less than 12 months
   
12 months or more
   
Total
 
 (in thousands)
 
Fair Value
   
Unrealized
losses
   
Fair Value
   
Unrealized
losses
   
Fair Value
   
Unrealized
losses
 
 
                                   
U.S. Treasury Securities
   
19,774
     
(155
)
   
     
     
19,774
     
(155
)
Securities of U.S. government agencies and corporations
 
$
71,221
   
$
(2,129
)
 
$
   
$
   
$
71,221
   
$
(2,129
)
Obligations of states and political subdivisions
   
8,336
     
(207
)
   
     
     
8,336
     
(207
)
Collateralized Mortgage obligations
   
11,024
     
(219
)
   
     
     
11,024
     
(219
)
Mortgage-backed securities
   
93,314
     
(1,490
)
   
     
     
93,314
     
(1,490
)
Total
 
$
203,669
   
$
(4,200
)
 
$
   
$
   
$
203,669
   
$
(4,200
)

No decline in value was considered “other-than-temporary” during the first three months of 2021.  Ninety-three securities, all considered investment grade, which had an aggregate fair value of $203,669,000 and a total unrealized loss of $4,200,000 have been in an unrealized loss position for less than twelve months as of March 31, 2021.  No securities have been in an unrealized loss position for more than twelve months as of March 31, 2021.  The unrealized losses on the Company’s investment securities were caused by market conditions for these types of investments, particularly changes in risk-free interest rates.  The Company does not intend to sell the securities and has concluded it is not more likely than not that the Company will be required to sell these securities prior to recovery of their anticipated cost basis. Therefore, the Company does not consider these investments to be other than temporarily impaired as of March 31, 2021.

The fair value of investment securities could decline in the future if the general economy deteriorates, inflation increases, credit ratings decline, the issuer’s financial condition deteriorates, or the liquidity for securities declines. As a result, other than temporary impairments may occur in the future.  The coronavirus pandemic and the impact of governmental health measures in response thereto may increase the likelihood of such other than temporary impairments.

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of December 31, 2020, follows:

 
 
Less than 12 months
   
12 months or more
   
Total
 
 (in thousands)
 
Fair Value
   
Unrealized
losses
   
Fair Value
   
Unrealized
losses
   
Fair Value
   
Unrealized
losses
 
 
                                   
U.S. Treasury Securities
 
$
4,276
   
$
(1
)
 
$
   
$
   
$
4,276
   
$
(1
)
Securities of U.S. government agencies and corporations
   
58,164
     
(265
)
   
     
     
58,164
     
(265
)
Obligations of states and political subdivisions
   
1,603
     
(9
)
   
     
     
1,603
     
(9
)
Collateralized Mortgage obligations
   
1,697
     
(8
)
   
     
     
1,697
     
(8
)
Mortgage-backed securities
   
30,208
     
(91
)
   
     
     
30,208
     
(91
)
Total
 
$
95,948
   
$
(374
)
 
$
   
$
   
$
95,948
   
$
(374
)
 
Investment securities carried at $40,372,000 and $41,916,000 at March 31, 2021 and December 31, 2020, respectively, were pledged to secure public deposits or for other purposes as required or permitted by law.

11

4. 
LOANS

The composition of the Company’s loan portfolio, by loan class, as of March 31, 2021 and December 31, 2020 was as follows:
 
($ in thousands)
 
March 31,
2021
   
December 31, 2020
 
 
           
Commercial
 
$
293,148
   
$
255,926
 
Commercial Real Estate
   
496,848
     
454,053
 
Agriculture
   
79,955
     
95,048
 
Residential Mortgage
   
71,112
     
64,497
 
Residential Construction
   
2,662
     
4,223
 
Consumer
   
18,717
     
19,467
 
 
   
962,442
     
893,214
 
Allowance for loan losses
   
(15,713
)
   
(15,416
)
Net deferred origination fees and costs
   
(4,325
)
   
(1,968
)
Loans, net
 
$
942,404
   
$
875,830
 

The Company manages asset quality and credit risk by maintaining diversification in its loan portfolio and through review processes that include analysis of credit requests and ongoing examination of outstanding loans and delinquencies, with particular attention to portfolio dynamics and loan mix. The Company strives to identify loans experiencing difficulty early enough to correct the problems, to record charge-offs promptly based on realistic assessments of collectability and current collateral values and to maintain an adequate allowance for loan losses at all times. Asset quality reviews of loans and other non-performing assets are administered using credit risk rating standards and criteria similar to those employed by state and federal banking regulatory agencies.

Commercial loans, whether secured or unsecured, generally are made to support the short-term operations and other needs of small businesses. These loans are generally secured by the receivables, equipment, and other real property of the business and are susceptible to the related risks described above. Problem commercial loans are generally identified by periodic review of financial information that may include financial statements, tax returns, and payment history of the borrower.  Based on this information, the Company may decide to take any of several courses of action, including demand for repayment, requiring the borrower to provide a significant principal payment and/or additional collateral or requiring similar support from guarantors. Notwithstanding, when repayment becomes unlikely based on the borrower’s income and cash flow, repossession or foreclosure of the underlying collateral may become necessary. Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation.

Commercial real estate loans generally fall into two categories, owner-occupied and non-owner occupied. Loans secured by owner-occupied real estate are primarily susceptible to changes in the market conditions of the related business. This may be driven by, among other things, industry changes, geographic business changes, changes in the individual financial capacity of the business owner, general economic conditions, and changes in business cycles. These same risks apply to Commercial loans whether secured by equipment, receivables or other personal property or unsecured. Problem commercial real estate loans are generally identified by periodic review of financial information that may include financial statements, tax returns, payment history of the borrower, and site inspections. Based on this information, the Company may decide to take any of several courses of action, including demand for repayment, requiring the borrower to provide a significant principal payment and/or additional collateral or requiring similar support from guarantors. Notwithstanding, when repayment becomes unlikely based on the borrower’s income and cash flow, repossession or foreclosure of the underlying collateral may become necessary. Losses on loans secured by owner occupied real estate, equipment, or other personal property generally are dictated by the value of underlying collateral at the time of default and liquidation of the collateral. When default is driven by issues related specifically to the business owner, collateral values tend to provide better repayment support and may result in little or no loss. Alternatively, when default is driven by more general economic conditions, underlying collateral generally has devalued more and results in larger losses due to default. Loans secured by non-owner occupied real estate are primarily susceptible to risks associated with swings in occupancy or vacancy and related shifts in lease rates, rental rates or room rates. Most often, these shifts are a result of changes in general economic or market conditions or overbuilding and resulting over-supply of space. Losses are dependent on the value of underlying collateral at the time of default. Values are generally driven by these same factors and influenced by interest rates and required rates of return as well as changes in occupancy costs. Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, sales invoices, or other appropriate means.

Agricultural loans, whether secured or unsecured, generally are made to producers and processors of crops and livestock. Repayment is primarily from the sale of an agricultural product or service. Agricultural loans are generally secured by inventory, receivables, equipment, and other real property. Agricultural loans primarily are susceptible to changes in market demand for specific commodities. This may be exacerbated by, among other things, industry changes, changes in the individual financial capacity of the business owner, general economic conditions and changes in business cycles, as well as adverse weather conditions such as drought or floods. Problem agricultural loans are generally identified by periodic review of financial information that may include financial statements, tax returns, crop budgets, payment history, and crop inspections. Based on this information, the Company may decide to take any of several courses of action, including demand for repayment, requiring the borrower to provide a significant principal payment and/or additional collateral or requiring similar support from guarantors. Notwithstanding, when repayment becomes unlikely based on the borrower’s income and cash flow, repossession or foreclosure of the underlying collateral may become necessary.

12

Residential mortgage loans, which are secured by real estate, are primarily susceptible to four risks; non-payment due to diminished or lost income, over-extension of credit, a lack of borrower’s cash flow to sustain payments, and shortfalls in collateral value. In general, non-payment is usually due to loss of employment and follows general economic trends in the economy, particularly the upward movement in the unemployment rate, loss of collateral value, and demand shifts.

Construction loans, whether owner-occupied or non-owner occupied residential development loans, are not only susceptible to the related risks described above but the added risks of construction, including cost over-runs, mismanagement of the project, or lack of demand and market changes experienced at time of completion. Losses are primarily related to underlying collateral value and changes therein as described above. Problem construction loans are generally identified by periodic review of financial information that may include financial statements, tax returns and payment history of the borrower. Based on this information, the Company may decide to take any of several courses of action, including demand for repayment, requiring the borrower to provide a significant principal payment and/or additional collateral or requiring similar support from guarantors, or repossession or foreclosure of the underlying collateral. Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation.

Consumer loans, whether unsecured or secured, are primarily susceptible to four risks: non-payment due to diminished or lost income, over-extension of credit, a lack of borrower’s cash flow to sustain payments, and shortfall in collateral value. In general, non-payment is usually due to loss of employment and will follow general economic trends in the economy, particularly the upward movements in the unemployment rate, loss of collateral value, and demand shifts.  

Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation. Collateral valuations are obtained at origination of the credit. Once repayment is questionable, and the loan has been deemed classified, collateral valuations are obtained periodically (generally annually but may be more frequent depending on the collateral type).

As of March 31, 2021, approximately 30% in principal amount of the Company’s loans were for general commercial uses, including professional, retail and small businesses. Approximately 52% in principal amount of the Company’s loans were secured by commercial real estate, consisting primarily of loans secured by commercial properties and construction and land development loans. Approximately 8% in principal amount of the Company’s loans were for agriculture, approximately 7% in principal amount of the Company’s loans were residential mortgage loans, approximately 1% in principal amount of the Company’s loans were residential construction loans and approximately 2% in principal amount of the Company’s loans were consumer loans.

Once a loan becomes delinquent or repayment becomes questionable, a Company collection officer will address collateral shortfalls with the borrower and attempt to obtain additional collateral or a principal payment. If this is not forthcoming and payment of principal and interest in accordance with the contractual terms of the loan agreement becomes unlikely, the Company will consider the loan to be impaired and will estimate its probable loss, using the present value of future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. For collateral dependent loans, the Company will utilize a recent valuation of the underlying collateral less estimated costs of sale, and charge-off the loan down to the estimated net realizable amount. Depending on the length of time until final collection, the Company may periodically revalue the estimated loss and take additional charge-offs or specific reserves as warranted. Revaluations may occur as often as every 3-12 months depending on the underlying collateral and volatility of values. Final charge-offs or recoveries are taken when the collateral is liquidated and the actual loss is confirmed. Unpaid balances on loans after or during collection and liquidation may also be pursued through legal action and attachment of wages or judgment liens on the borrower’s other assets.

At March 31, 2021 and December 31, 2020, all loans were pledged under a blanket collateral lien to secure actual and potential borrowings from the Federal Home Loan Bank (“FHLB”).

13

Non-accrual and Past Due Loans

The Company’s loans by delinquency and non-accrual status, as of March 31, 2021 and December 31, 2020, were as follows:
   
($ in thousands)
 
Current & Accruing
   
30-59 Days Past Due & Accruing
   
60-89 Days Past Due & Accruing
   
90 Days or
more Past Due & Accruing
   
Nonaccrual
   
Total Loans
 
March 31, 2021
                                   
Commercial
 
$
292,494
   
$
370
   
$
   
$
   
$
284
   
$
293,148
 
Commercial Real Estate
   
490,045
     
     
     
     
6,803
     
496,848
 
Agriculture
   
70,825
     
     
     
     
9,130
     
79,955
 
Residential Mortgage
   
70,740
     
224
     
     
     
148
     
71,112
 
Residential Construction
   
2,662
     
     
     
     
     
2,662
 
Consumer
   
18,030
     
     
     
     
687
     
18,717
 
Total
 
$
944,796
   
$
594
   
$
   
$
   
$
17,052
   
$
962,442
 
 
                                               
December 31, 2020
                                               
Commercial
 
$
255,563
   
$
   
$
   
$
   
$
363
   
$
255,926
 
Commercial Real Estate
   
449,178
     
     
     
     
4,875
     
454,053
 
Agriculture
   
85,918
     
     
     
     
9,130
     
95,048
 
Residential Mortgage
   
64,344
     
     
     
     
153
     
64,497
 
Residential Construction
   
4,223
     
     
     
     
     
4,223
 
Consumer
   
18,777
     
     
     
     
690
     
19,467
 
Total
 
$
878,003
   
$
   
$
   
$
   
$
15,211
   
$
893,214
 
 
Non-accrual loans amounted to $17,052,000 at March 31, 2021 and were comprised of three commercial loans totaling $284,000, four commercial real estate loans totaling $6,803,000, three agriculture loans totaling $9,130,000, one residential mortgage loan totaling $148,000 and four consumer loans totaling $687,000. Non-accrual loans amounted to $15,211,000 at December 31, 2020 and were comprised of four commercial loans totaling $363,000, three commercial real estate loans totaling $4,875,000, three agriculture loans totaling $9,130,000, one residential mortgage loan totaling $153,000 and five consumer loans totaling $690,000. All non-accrual loans are measured for impairment based upon the present value of future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of collateral, if the loan is collateral dependent. If the measurement of the non-accrual loan is less than the recorded investment in the loan, an impairment is recognized through the establishment of a specific reserve sufficient to cover expected losses and/or a charge-off against the allowance for loan losses. If the loan is considered to be collateral dependent, it is generally the Company’s policy to charge-off the portion of any non-accrual loan that the Company does not expect to collect by writing the loan down to the estimated net realizable value of the underlying collateral. There were no commitments to lend additional funds to borrowers whose loans were on non-accrual status at March 31, 2021. Loans with deferrals granted under Section 4013 of the CARES Act are not considered past due and/or reported as nonaccrual if deemed collectible during the deferral period. See Note 2 for discussion on policy election on loan modifications under Section 4013 of the CARES Act.
 
14

Impaired Loans
 
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement, including scheduled interest payments. Loans to be considered for impairment include non-accrual loans, troubled debt restructurings and loans with a risk rating of 5 (special mention) or worse and an aggregate exposure of $500,000 or more. Once identified, impaired loans are measured individually for impairment using one of three methods: present value of expected cash flows discounted at the loan’s effective interest rate; the loan’s observable market price; or fair value of collateral if the loan is collateral dependent. In general, any portion of the recorded investment in a collateral dependent loan in excess of the fair value of the collateral that can be identified as uncollectible, and is, therefore, deemed a confirmed loss, is promptly charged-off against the allowance for loan losses.

Impaired loans, segregated by loan class, as of March 31, 2021 and December 31, 2020 were as follows:
 
($ in thousands)
 
Unpaid Contractual
Principal Balance
   
Recorded
Investment with no
Allowance
   
Recorded
Investment with
Allowance
   
Total Recorded
Investment
   
Related Allowance
 
March 31, 2021
                             
Commercial
 
$
335
   
$
284
   
$
   
$
284
   
$
 
Commercial Real Estate
   
7,158
     
6,803
     
     
6,803
     
 
Agriculture
   
9,189
     
1,365
     
7,765
     
9,130
     
3,964
 
Residential Mortgage
   
1,035
     
148
     
876
     
1,024
     
155
 
Residential Construction
   
255
     
     
255
     
255
     
4
 
Consumer
   
771
     
687
     
64
     
751
     
1
 
Total
 
$
18,743
   
$
9,287
   
$
8,960
   
$
18,247
   
$
4,124
 
 
                                       
December 31, 2020
                                       
Commercial
 
$
1,087
   
$
363
   
$
661
   
$
1,024
   
$
11
 
Commercial Real Estate
   
5,146
     
4,875
     
     
4,875
     
 
Agriculture
   
9,189
     
1,365
     
7,765
     
9,130
     
2,093
 
Residential Mortgage
   
1,046
     
153
     
883
     
1,036
     
159
 
Residential Construction
   
684
     
     
652
     
652
     
83
 
Consumer
   
773
     
690
     
64
     
754
     
1
 
Total
 
$
17,925
   
$
7,446
   
$
10,025
   
$
17,471
   
$
2,347
 

 
The average recorded investment in impaired loans and the amount of interest income recognized on impaired loans during the three months ended March 31, 2021 and March 31, 2020 was as follows:
 
($ in thousands)
 
Three Months Ended
March 31, 2021
   
Three Months Ended
March 31, 2020
 
 
 
Average
Recorded
Investment
   
Interest
Income
Recognized
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
Commercial
 
$
654
   
$
1
   
$
1,557
   
$
21
 
Commercial Real Estate
   
5,839
     
     
735
     
4
 
Agriculture
   
9,130
     
     
     
 
Residential Mortgage
   
1,030
     
8
     
1,079
     
9
 
Residential Construction
   
453
     
4
     
686
     
9
 
Consumer
   
753
     
1
     
332
     
1
 
Total
 
$
17,859
   
$
14
   
$
4,389
   
$
44
 
 
15

Troubled Debt Restructurings
 
The Company’s loan portfolio includes certain loans that have been modified in a Troubled Debt Restructuring (“TDR”), which are loans on which concessions in terms have been granted because of the borrowers’ financial difficulties and, as a result, the Company receives less than the current market-based compensation for the loan. These concessions may include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are placed on non-accrual status at the time of restructure and may be returned to accruing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.
 
When a loan is modified, it is measured based upon the present value of future cash flows discounted at the contractual interest rate of the original loan agreement, or the fair value of collateral less selling costs if the loan is collateral dependent. If the value of the modified loan is less than the recorded investment in the loan, impairment is recognized through a specific allowance or a charge-off of the loan.
 
The Company had $1,195,000 and $2,325,000 in TDR loans as of March 31, 2021 and December 31, 2020, respectively. Specific reserves for TDR loans totaled $160,000 and $253,000 as of March 31, 2021 and December 31, 2020, respectively.  TDR loans performing in compliance with modified terms totaled $1,195,000 and $2,260,000 as of March 31, 2021 and December 31, 2020, respectively.  There were no commitments to advance additional funds on existing TDR loans as of March 31, 2021.

On March 22, 2020, the Federal bank regulatory agencies issued joint guidance advising that the agencies have confirmed with the staff of the Financial Accounting Standards Board that short-term modifications due to COVID-19, made on a good faith basis to borrowers who were current prior to relief, are not TDRs. The CARES Act also provided relief from TDR classification for certain COVID-19 loan modifications. The Bank elected not to classify modifications that meet the criteria under either the CARES Act or the criteria specified by the regulatory agencies as TDRs.

There were no loans modified as TDRs during the three-month periods ended March 31, 2021 and 2020.

Loan modifications generally involve reductions in the interest rate, payment extensions, forgiveness of principal, or forbearance. There were no loans modified as a TDR within the previous twelve months and for which there was a payment default during the three months ended March 31, 2021 and March 31, 2020.

16

Credit Quality Indicators
 
All loans are rated using the credit risk ratings and criteria adopted by the Company. Risk ratings are adjusted as future circumstances warrant.  All credits risk rated 1, 2, 3 or 4 equate to a Pass as indicated by Federal and State bank regulatory agencies; a 5 equates to a Special Mention; a 6 equates to Substandard; a 7 equates to Doubtful; and an 8 equates to a Loss.  For the definitions of each risk rating, see Note 4 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.
 
The following table presents the risk ratings by loan class as of March 31, 2021 and December 31, 2020:
 
($ in thousands)
 
Pass
   
Special
Mention
   
Substandard
   
Doubtful
   
Loss
   
Total
 
March 31, 2021
                                   
Commercial
 
$
282,088
   
$
9,985
   
$
1,075
   
$
   
$
   
$
293,148
 
Commercial Real Estate
   
479,879
     
4,189
     
12,780
     
     
     
496,848
 
Agriculture
   
68,576
     
     
3,614
     
7,765
     
     
79,955
 
Residential Mortgage
   
70,648
     
     
464
     
     
     
71,112
 
Residential Construction
   
2,662
     
     
     
     
     
2,662
 
Consumer
   
17,950
     
     
767
     
     
     
18,717
 
Total
 
$
921,803
   
$
14,174
   
$
18,700
   
$
7,765
   
$
   
$
962,442
 
 
                                               
December 31, 2020
                                               
Commercial
 
$
244,327
   
$
10,731
   
$
868
   
$
   
$
   
$
255,926
 
Commercial Real Estate
   
431,381
     
9,255
     
13,417
     
     
     
454,053
 
Agriculture
   
83,493
     
     
11,555
     
     
     
95,048
 
Residential Mortgage
   
64,018
     
     
479
     
     
     
64,497
 
Residential Construction
   
4,223
     
     
     
     
     
4,223
 
Consumer
   
18,697
     
     
770
     
     
     
19,467
 
Total
 
$
846,139
   
$
19,986
   
$
27,089
   
$
   
$
   
$
893,214
 
 
17

Allowance for Loan Losses

The following tables detail activity in the allowance for loan losses and the amount allocated to loans individually and collectively evaluated for impairment by loan class for the three months ended March 31, 2021 and March 31, 2020:

Three months ended March 31, 2021
 
($ in thousands)
 
Commercial
   
Commercial
Real Estate
   
Agriculture
   
Residential
Mortgage
   
Residential
Construction
   
Consumer
   
Unallocated
   
Total
 
Balance as of December 31, 2020
 
$
2,252
   
$
7,915
   
$
3,834
   
$
635
   
$
128
   
$
214
   
$
438
   
$
15,416
 
Provision for (reversal of) loan losses
   
(779
)
   
(354
)
   
1,337
     
45
     
(91
)
   
(30
)
   
172
     
300
 
 
                                                               
Charge-offs
   
(13
)
   
     
     
     
     
(3
)
   
     
(16
)
Recoveries
   
8
     
     
     
     
     
5
     
     
13
 
Net charge-offs
   
(5
)
   
     
     
     
     
2
     
     
(3
)
Balance as of March 31, 2021
 
$
1,468
   
$
7,561
   
$
5,171
   
$
680
   
$
37
   
$
186
   
$
610
   
$
15,713
 
Period-end amount allocated to:
                                                               
Loans individually evaluated for impairment
   
     
     
3,964
     
155
     
4
     
1
     
     
4,124
 
Loans collectively evaluated for impairment
   
1,468
     
7,561
     
1,207
     
525
     
33
     
185
     
610
     
11,589
 
Balance as of March 31, 2021
 
$
1,468
   
$
7,561
   
$
5,171
   
$
680
   
$
37
   
$
186
   
$
610
   
$
15,713
 
 
Three months ended March 31, 2020
 
($ in thousands)
 
Commercial
   
Commercial
Real Estate
   
Agriculture
   
Residential
Mortgage
   
Residential
Construction
   
Consumer
   
Unallocated
   
Total
 
Balance as of December 31, 2019
 
$
2,354
   
$
6,846
   
$
2,054
   
$
466
   
$
201
   
$
236
   
$
199
   
$
12,356
 
Provision for (reversal of) loan losses
   
386
     
560
     
(266
)
   
70
     
59
     
18
     
(177
)
   
650
 
 
                                                               
Charge-offs
   
(145
)
   
     
     
     
     
(9
)
   
     
(154
)
Recoveries
   
11
     
     
     
     
     
6
     
     
17
 
Net charge-offs
   
(134
)
   
     
     
     
     
(3
)
   
     
(137
)
Balance as of March 31, 2020
 
$
2,606
   
$
7,406
   
$
1,788
   
$
536
   
$
260
   
$
251
   
$
22
   
$
12,869
 
Period-end amount allocated to:
                                                               
Loans individually evaluated for impairment
   
21
     
19
     
     
168
     
49
     
2
     
     
259
 
Loans collectively evaluated for impairment
   
2,585
     
7,387
     
1,788
     
368
     
211
     
249
     
22
     
12,610
 
Balance as of March 31, 2020
 
$
2,606
   
$
7,406
   
$
1,788
   
$
536
   
$
260
   
$
251
   
$
22
   
$
12,869
 

 
18

The following table details activity in the allowance for loan losses and the amount allocated to loans individually and collectively evaluated for impairment by loan class as of and for the period ended December 31, 2020.
 
Year ended December 31, 2020
 
($ in thousands)
 
Commercial
   
Commercial
Real Estate
   
Agriculture
   
Residential
Mortgage
   
Residential
Construction
   
Consumer
   
Unallocated
   
Total
 
Balance as of December 31, 2019
 
$
2,354
   
$
6,846
   
$
2,054
   
$
466
   
$
201
   
$
236
   
$
199
   
$
12,356
 
Provision for (reversal of) loan losses
   
(91
)
   
1,069
     
1,780
     
169
     
(73
)
   
(43
)
   
239
     
3,050
 
 
                                                               
Charge-offs
   
(212
)
   
     
     
     
     
(15
)
   
     
(227
)
Recoveries
   
201
     
     
     
     
     
36
     
     
237
 
Net recoveries
   
(11
)
   
     
     
     
     
21
     
     
10
 
Ending Balance
   
2,252
     
7,915
     
3,834
     
635
     
128
     
214
     
438
     
15,416
 
Period-end amount allocated to:
                                                               
Loans individually evaluated for impairment
   
11
     
     
2,093
     
159
     
83
     
1
     
     
2,347
 
Loans collectively evaluated for impairment
   
2,241
     
7,915
     
1,741
     
476
     
45
     
213
     
438
     
13,069
 
Balance as of December 31, 2020
 
$
2,252
   
$
7,915
   
$
3,834
   
$
635
   
$
128
   
$
214
   
$
438
   
$
15,416
 
 
The Company’s investment in loans as of March 31, 2021, March 31, 2020, and December 31, 2020 related to each balance in the allowance for loan losses by loan class and disaggregated on the basis of the Company’s impairment methodology was as follows:
 
($ in thousands)
 
Commercial
   
Commercial
Real Estate
   
Agriculture
   
Residential
Mortgage
   
Residential
Construction
   
Consumer
   
Total
 
March 31, 2021
 
Loans individually evaluated for impairment
 
$
284
   
$
6,803
   
$
9,130
   
$
1,024
   
$
255
   
$
751
   
$
18,247
 
Loans collectively evaluated for impairment
   
292,864
     
490,045
     
70,825
     
70,088
     
2,407
     
17,966
     
944,195
 
Ending Balance
 
$
293,148
   
$
496,848
   
$
79,955
   
$
71,112
   
$
2,662
   
$
18,717
   
$
962,442
 
 
                                                       
March 31, 2020
 
Loans individually evaluated for impairment
 
$
1,462
   
$
756
   
$
   
$
1,075
   
$
681
   
$
330
   
$
4,304
 
Loans collectively evaluated for impairment
   
111,884
     
451,855
     
94,303
     
65,109
     
18,405
     
24,705
     
766,261
 
Ending Balance
 
$
113,346
   
$
452,611
   
$
94,303
   
$
66,184
   
$
19,086
   
$
25,035
   
$
770,565
 
 
                                                       
December 31, 2020
 
Loans individually evaluated for impairment
 
$
1,024
   
$
4,875
   
$
9,130
   
$
1,036
   
$
652
   
$
754
   
$
17,471
 
Loans collectively evaluated for impairment
   
254,902
     
449,178
     
85,918
     
63,461
     
3,571
     
18,713
     
875,743
 
Ending Balance
 
$
255,926
   
$
454,053
   
$
95,048
   
$
64,497
   
$
4,223
   
$
19,467
   
$
893,214
 

19

5. 
MORTGAGE OPERATIONS

Transfers and servicing of financial assets and extinguishments of liabilities are accounted for and reported based on consistent application of a financial-components approach that focuses on control.  Transfers of financial assets that are sales are distinguished from transfers that are secured borrowings.  Retained servicing rights on loans sold are measured by allocating the previous carrying amount of the transferred assets between the loans sold and retained interest, if any, based on their relative fair value at the date of transfer.  Fair values are estimated using discounted cash flows based on a current market interest rate.

The Company recognizes a gain and a related asset for the fair value of the rights to service loans for others when loans are sold.  The Company sold a substantial portion of its portfolio of conforming long-term residential mortgage loans originated during the three months ended March 31, 2021 for cash proceeds equal to the fair value of the loans. At March 31, 2021, and December 31, 2020, the Company serviced real estate mortgage loans for others totaling $207,204,000 and $206,208,000, respectively.

The recorded value of mortgage servicing rights is amortized in proportion to, and over the period of, estimated net servicing revenues.  The Company assesses capitalized mortgage servicing rights for impairment based upon the fair value of those rights at each reporting date. For purposes of measuring impairment, the rights are stratified based upon the product type, term and interest rates.  Fair value is determined by discounting estimated net future cash flows from mortgage servicing activities using discount rates that approximate current market rates and estimated prepayment rates, among other assumptions.  The amount of impairment recognized, if any, is the amount by which the capitalized mortgage servicing rights for a stratum exceeds their fair value.  Impairment, if any, is recognized through a valuation allowance for each individual stratum.  Changes in the carrying amount of mortgage servicing rights are reported in earnings under other operating income on the condensed consolidated statements of income.

Key assumptions used in measuring the fair value of mortgage servicing rights as of March 31, 2021 and December 31, 2020 were as follows:

 
 
March 31, 2021
   
December 31, 2020
 
 
           
Constant prepayment rate
   
16.33
%
   
20.22
%
Discount rate
   
10.00
%
   
10.00
%
Weighted average life (years)
   
4.79
     
3.96
 

The following table summarizes the Company’s mortgage servicing rights assets as of March 31, 2021 and December 31, 2020.  Mortgage servicing rights are included in Interest Receivable and Other Assets on the condensed consolidated balance sheets:

 
 
(in thousands)
 
 
 
December 31, 2020
   
Additions
   
Reductions
   
March 31, 2021
 
 
                       
Mortgage servicing rights
 
$
1,628
   
$
206
   
$
(108
)
 
$
1,726
 
Valuation allowance
   
(386
)
   
     
123
     
(263
)
Mortgage servicing rights, net of valuation allowance
 
$
1,242
   
$
206
   
$
15
   
$
1,463
 

At March 31, 2021 and December 31, 2020, the estimated fair market value of the Company’s mortgage servicing rights asset was $1,463,000 and $1,242,000, respectively.  The changes in fair value of mortgage servicing rights during 2021 was primarily due to changes in prepayment speeds.
 
The Company received contractually specified servicing fees of $134,000 and $131,000 for the three months ended March 31, 2021 and March 31, 2020, respectively.  Contractually specified servicing fees are included in loan servicing income on the condensed consolidated statements of income, net of the amortization of the mortgage servicing rights asset.

20

6. 
FAIR VALUE MEASUREMENTS
 
The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available-for-sale and trading securities are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a non-recurring basis, such as loans held-for-sale, loans held-for-investment and certain other assets. These non-recurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally corresponds with the Company’s quarterly valuation process.

Assets Recorded at Fair Value on a Recurring Basis

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of March 31, 2021:

 
(in thousands)
 
March 31, 2021
 
Fair Value
   
Quoted
Prices in
Active
Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
U.S. Treasury securities
 
$
47,929
   
$
47,929
   
$
   
$
 
Securities of U.S. government agencies and corporations
   
105,232
     
     
105,232
     
 
Obligations of states and political subdivisions
   
31,091
     
     
31,091
     
 
Collateralized mortgage obligations
   
76,312
     
     
76,312
     
 
Mortgage-backed securities
   
205,482
     
     
205,482
     
 
Total investments at fair value
 
$
466,046
   
$
47,929
   
$
418,117
   
$
 

There were no transfers of assets measured at fair value on a recurring basis between level 1 and level 2 of the fair value hierarchy.

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of December 31, 2020:

 
 
(in thousands)
 
December 31, 2020
 
Fair Value
   
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
U.S. Treasury securities
 
$
38,891
   
$
38,891
   
$
   
$
 
Securities of U.S. government agencies and corporations
   
106,558
     
     
106,558
     
 
Obligations of states and political subdivisions
   
32,882
     
     
32,882
     
 
Collateralized mortgage obligations
   
73,460
     
     
73,460
     
 
Mortgage-backed securities
   
183,289
     
     
183,289
     
 
Total investments at fair value
 
$
435,080
   
$
38,891
   
$
396,189
   
$
 

21

Assets Recorded at Fair Value on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis are included in the table below by level within the fair value hierarchy as of March 31, 2021 and December 31, 2020:

(in thousands)
     
March 31, 2021
 
Carrying Value
   
Level 1
   
Level 2
   
Level 3
 
Impaired loans
 
$
3,867
   
$
   
$
   
$
3,867
 
Mortgage servicing rights
   
1,463
     
     
     
1,463
 
Total assets at fair value
 
$
5,330
   
$
   
$
   
$
5,330
 

 (in thousands)
     
December 31, 2020
 
Carrying Value
   
Level 1
   
Level 2
   
Level 3
 
Impaired loans
 
$
5,700
   
$
   
$
   
$
5,700
 
Mortgage servicing rights
   
1,242
     
     
     
1,242
 
Total assets at fair value
 
$
6,942
   
$
   
$
   
$
6,942
 
 
There were no liabilities measured at fair value on a recurring or non-recurring basis as of March 31, 2021 and December 31, 2020.

Key methods and assumptions used in measuring the fair value of impaired loans as of March 31, 2021 and December 31, 2020 were as follows:

 
Method
Assumption Inputs
 
 
 
Impaired loans
Collateral, market, income,  enterprise, and liquidation
External appraised values, management assumptions regarding market trends or other relevant factors, and selling costs generally ranging from 6% to 10%.
     
Mortgage servicing rights
Discounted cash flows
Present value of expected future cash flows was estimated using a discount rate factor of 10.00% as of March 31, 2021 and December 31, 2020.  A constant prepayment rate of 16.33% and 20.22% as of March 31, 2021 and December 31, 2020, respectively, was utilized.
 
The following section describes the valuation methodologies used for assets and liabilities recorded at fair value.

Investment Securities Available-for-Sale

Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, if available. If quoted market prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions, and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets where valuations include significant unobservable assumptions.

Impaired Loans

The Company does not record loans at fair value on a recurring basis.  However, from time to time, a loan is considered impaired.  Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired.  Once a loan is identified as individually impaired, the Company measures impairment.  The fair value of impaired loans is estimated using one of several methods, including the present value of expected cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent.  Those impaired loans not requiring charge-off or specific allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.

At March 31, 2021, certain impaired loans were considered collateral dependent and were evaluated based on the fair value of the underlying collateral securing the loan.  Impaired loans where a charge-off is recorded based on the fair value of collateral require classification in the fair value hierarchy.  When a loan is evaluated based on the fair value of the underlying collateral securing the loan, the Company records the impaired loan as non-recurring Level 3 given the valuation includes significant unobservable assumptions.

22

Mortgage Servicing Rights

Mortgage servicing rights (MSRs) are subject to impairment testing. All mortgage servicing rights are initially measured and recorded at fair value at the time loans are sold. The fair value of MSRs is determined based on the price that would be received to sell the MSRs in an orderly transaction between market participants at the measurement date. Subsequent fair value measurements are determined using a discounted cash flow model. In order to determine the fair value of the mortgage servicing rights, the present value of expected future cash flows is estimated. Assumptions used include market discount rates, anticipated prepayment speeds, delinquency and foreclosure rates, and ancillary fee income. At March 31, 2021, the discount rate and constant prepayment rate used in measuring the fair value of the Company’s mortgage servicing rights was 10.00% and 16.33%, respectively.

The model used to calculate the fair value of the Company’s mortgage servicing rights is periodically validated.  The model assumptions and the mortgage servicing rights fair value estimates are also compared to observable trades of similar portfolios as well as to mortgage servicing rights broker valuations and industry surveys, as available. If the valuation model reflects a value less than the carrying value, mortgage servicing rights are adjusted to fair value through a valuation allowance as determined by the model. As such, the Company classifies mortgage servicing rights subjected to non-recurring fair value adjustments as Level 3.

Disclosures about Fair Value of Financial Instruments

The estimated fair values of the Company’s financial instruments for the periods ended March 31, 2021 and December 31, 2020 were approximately as follows:

       
March 31, 2021
   
December 31, 2020
 
 
 
Level
   
Carrying
amount
   
Fair value
   
Carrying
amount
   
Fair value
 
 
                             
Financial assets:
                             
Cash and cash equivalents
   
1
   
$
294,429
   
$
294,429
   
$
267,177
   
$
267,177
 
Certificates of deposit
   
2
     
14,718
     
15,147
     
16,923
     
17,455
 
Stock in Federal Home Loan Bank and other equity securities
   
3
     
6,480
     
6,480
     
6,480
     
6,480
 
Loans receivable:
                                       
Net loans
   
3
     
942,404
     
890,520
     
875,830
     
830,448
 
Loans held-for-sale
   
2
     
8,406
     
8,467
     
9,190
     
9,522
 
Interest receivable
   
2
     
4,848
     
4,848
     
5,099
     
5,099
 
Mortgage servicing rights
   
3
     
1,463
     
1,463
     
1,242
     
1,242
 
Financial liabilities:
                                       
Deposits
   
3
     
1,607,037
     
1,588,013
     
1,478,162
     
1,457,051
 
Federal Home Loan Bank advances
   
2
     
5,000
     
4,999
     
5,000
     
4,996
 
Interest payable
   
2
     
64
     
64
     
59
     
59
 
 
Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument and expected exit prices.  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 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. Other significant assets and liabilities that are not considered financial assets or liabilities include deferred tax liabilities and premises and equipment.  In addition, the 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 many of the estimates.

23

7. 
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
 
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit in the form of loans or through standby letters of credit.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet.  The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Bank’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments.  The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Financial instruments, whose contract amounts represent credit risk at the indicated periods, were as follows:

(in thousands)
 
March 31, 2021
   
December 31, 2020
 
 
           
Undisbursed loan commitments
 
$
207,589
   
$
189,097
 
Standby letters of credit
   
2,878
     
1,731
 
Commitments to sell loans
   
3,430
     
1,052
 
 
 
$
213,897
   
$
191,880
 
 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.  The Bank issues both financial and performance standby letters of credit.  The financial standby letters of credit are primarily to guarantee payment to third parties.  At March 31, 2021 and December 31, 2020, there were no financial standby letters of credit outstanding.  The performance standby letters of credit are typically issued to municipalities as specific performance bonds.  Performance standby letters of credit totaled $2,878,000 and $1,731,000 at March 31, 2021 and December 31, 2020, respectively.  The Bank has experienced no draws on outstanding letters of credit, resulting in no related liability included on its balance sheet; however, should a triggering event occur, the Bank either has collateral in excess of the letter of credit or imbedded agreements of recourse from the customer. The Bank has set aside a reserve for unfunded commitments in the amount of $750,000 and $950,000 at March 31, 2021 and December 31, 2020, respectively, which is recorded in “interest payable and other liabilities” on the Condensed Consolidated Balance Sheets.

Commitments to extend credit and standby letters of credit bear similar credit risk characteristics as outstanding loans.  As of March 31, 2021 and December 31, 2020, the Company had no off-balance sheet derivatives requiring additional disclosure.

Mortgage loans sold to investors may be sold with servicing rights retained, for which the Company makes only standard legal representations and warranties as to meeting certain underwriting and collateral documentation standards. In the past two years, the Company has not had to repurchase any loans due to deficiencies in underwriting or loan documentation. Management believes that any liabilities that may result from such recourse provisions are not significant.

24

8. 
STOCK PLANS

On January 27, 2021, the Board of Directors of the Company declared a 5% stock dividend paid on March 25, 2021 to shareholders of record as of February 26, 2021. All stock options and restricted stock outstanding have been adjusted to give retroactive effect to stock dividends.
 
The following table presents the activity related to stock options for the three months ended March 31, 2021:

 
 
Number of Shares
   
Weighted Average
Exercise Price
   
Aggregate
Intrinsic Value
   
Weighted Average
Remaining
Contractual
Term (in years)
 
Options outstanding at Beginning of Period
   
607,631
   
$
8.91
             
Granted
   
     
             
Expired
   
     
             
Cancelled / Forfeited
   
     
             
Exercised
   
(9,684
)
   
3.31
             
Options outstanding at End of Period
   
597,947
     
9.01
   
$
1,008,507
     
6.58
 
Exercisable (vested) at End of Period
   
394,704
   
$
8.21
   
$
977,478
     
5.61
 

The intrinsic value of options exercised was $63,000 and $96,000 during the three months ended March 31, 2021 and March 31, 2020, respectively.  The fair value of awards vested was $182,000 and $149,000 during the three months ended March 31, 2021 and March 31, 2020, respectively.

As of March 31, 2021, there was $280,000 of total unrecognized compensation cost related to non-vested stock options.  This cost is expected to be recognized over a weighted average period of approximately 2.26 years.

There was $40,000 of recognized compensation cost related to stock options granted for the three months ended March 31, 2021.

25

The following table presents the activity related to non-vested restricted stock for the three months ended March 31, 2021:

 
Number of Shares
 
Weighted Average
Grant-Date Fair
Value
 
Aggregate Intrinsic
Value
 
Weighted Average
Remaining
Contractual
Term (in years)
Non-vested Restricted stock outstanding at Beginning of Period
 
148,699
 
$
10.31
 
 
 
 
 
 
Granted
 
40,320
 
 
10.43
 
   
 
   
Cancelled/Forfeited
 
 
 
 
   
 
   
Exercised/Released/Vested
 
(28,872)
 
 
9.65
 
   
 
 
 
Non-vested restricted stock outstanding at End of Period
 
160,147
 
$
10.46
 
$
1,693,555
 
 
2.94
 
The weighted average fair value of restricted stock granted during the three months ended March 31, 2021 was $10.43 per share.

As of March 31, 2021, there was $1,033,000 of total unrecognized compensation cost related to non-vested restricted stock.  This cost is expected to be recognized over a weighted average period of approximately 2.94 years.

There was $96,000 of recognized compensation cost related to restricted stock awards for the three months ended March 31, 2021.

The Company has an Employee Stock Purchase Plan (“ESPP”).  There are 325,543 shares authorized under the ESPP. The total number of shares authorized has been adjusted to give retroactive effect to stock dividends and stock splits, including the 5% stock dividend declared on January 27, 2021, payable March 25, 2021 to shareholders of record as of February 26, 2021. The ESPP will expire on March 16, 2026.  

The ESPP is implemented by participation periods of not more than twenty-seven months each.  The Board of Directors determines the commencement date and duration of each participation period.  The Board of Directors approved the current participation period of November 24, 2020 to November 23, 2021.  An eligible employee is one who has been continually employed for at least 90 days prior to commencement of a participation period. Under the terms of the ESPP, employees can choose to have up to 10 percent of their compensation withheld to purchase the Company’s common stock each participation period.  The purchase price of the stock is 85 percent of the lower of the fair value on the last trading day before the date of participation or the fair value on the last trading day during the participation period.

As of March 31, 2021, there was $24,000 of unrecognized compensation cost related to ESPP issuances.  This cost is expected to be recognized over a weighted average period of approximately 0.75 years.

There was $8,000 of recognized compensation cost related to ESPP issuances for the three months ended March 31, 2021.

The weighted average fair value at issuance date during the three months ended March 31, 2021 was $2.38.

A summary of the weighted average assumptions used in valuing ESPP issuances during the three months ended March 31, 2021 is presented below:
 
 
Three Months Ended
March 31, 2021
 
Risk Free Interest Rate
   
0.10
%
         
Expected Dividend Yield
   
0.00
%
         
Expected Life in Years
   
1.00
 
         
Expected Price Volatility
   
25.30
%
 
26

9. 
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
 
The following table details activity in accumulated other comprehensive income (loss) for the three months ended March 31, 2021:
 
($ in thousands)
 
Unrealized
Gains (losses)
on Securities
   
Officers’
retirement
plan
   
Directors’
retirement
plan
   
Accumulated Other
Comprehensive
Income (loss)
 
Balance as of December 31, 2020
 
$
7,196
   
$
(2,105
)
 
$
(53
)
 
$
5,038
 
Current period other comprehensive loss
   
(4,172
)
   
     
     
(4,172
)
Balance as of March 31, 2021
 
$
3,024
   
$
(2,105
)
 
$
(53
)
 
$
866
 
 
The following table details activity in accumulated other comprehensive income (loss) for the three months ended March 31, 2020:
 
($ in thousands)
 
Unrealized
Gains (losses)
on Securities
   
Officers’
retirement
plan
   
Directors’
retirement
plan
   
Accumulated Other
Comprehensive
Income (loss)
 
Balance as of December 31, 2019
 
$
1,561
   
$
(1,411
)
 
$
(16
)
 
$
134
 
Current period other comprehensive income
   
5,069
     
     
     
5,069
 
Balance as of March 31, 2020
 
$
6,630
   
$
(1,411
)
 
$
(16
)
 
$
5,203
 

27

10. 
OUTSTANDING SHARES AND EARNINGS PER SHARE

On January 27, 2021, the Board of Directors of the Company declared a 5% stock dividend payable on March 25, 2021 to shareholders of record as of February 26, 2021.  All income per share amounts have been adjusted to give retroactive effect to stock dividends.

Earnings Per Share (EPS)

Basic EPS includes no dilution and is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the respective period.  Diluted EPS is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding plus dilutive shares for the quarter.  Diluted shares include all common stock equivalents (“in-the-money” stock options, unvested restricted stock, stock units, warrants and rights, convertible bonds and preferred stock), which reflects the potential dilution of securities that could share in the earnings of the Company.

The following table presents a reconciliation of basic and diluted EPS for the three months ended March 31, 2021 and 2020 (dollars in thousands except per share amounts):

 
 
Three months ended
March 31,
 
 
 
2021
   
2020
 
Basic earnings per share:
           
Net income
 
$
3,178
   
$
2,679
 
 
               
Weighted average common shares outstanding
   
13,495,648
     
13,438,895
 
Basic EPS
 
$
0.24
   
$
0.20
 
 
               
Diluted earnings per share:
               
Net income
 
$
3,178
   
$
2,679
 
 
               
Weighted average common shares outstanding
   
13,495,648
     
13,438,895
 
Effect of dilutive shares
   
152,936
     
155,438
 
Adjusted weighted average common shares outstanding
   
13,648,584
     
13,594,333
 
Diluted EPS
 
$
0.23
   
$
0.20
 

Stock options which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 344,205 shares and 424,475 shares for the three months ended March 31, 2021 and March 31, 2020, respectively. Restricted stock which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 40,320 and 43,034 for the three months ended March 31, 2021 and March 31, 2020, respectively.

28

11. 
LEASES

The Company leases ten branch and administrative locations under operating leases expiring on various dates through 2030. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company combines lease and nonlease components. The Company had no financing leases as of March 31, 2021.

Most leases include options to renew, with renewal terms that can extend the lease term from 3 to 10 years. The exercise of lease renewal options is at the Company’s sole discretion. Most leases are currently in the extension period. For the remaining leases with options to renew, the Company has not included the extended lease terms in the calculation of lease liabilities as the options are not reasonably certain of being exercised. Certain lease agreements include rental payments that are adjusted periodically for inflation. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants.

The Company uses its FHLB advance fixed rates, which are its incremental borrowing rates for secured borrowings, as the discount rates to calculate lease liabilities.

The Company had right-of-use assets totaling $5,662,000 and $5,913,000 as of March 31, 2021 and December 31, 2020, respectively. The Company had lease liabilities totaling $6,202,000 and $6,453,000 as of March 31, 2021 and December 31, 2020, respectively. The Company recognized lease expenses totaling $293,000 and $309,000 for the three months ended March 31, 2021 and March 31, 2020, respectively. Lease expenses include expenses related to short-term leases. Lease expense is included in Occupancy and equipment expense on the Income Statement.

The table below summarizes the maturity of remaining lease liabilities:

(in thousands)
 
March 31, 2021
 
2021
 
$
884
 
2022
   
1,083
 
2023
   
948
 
2024
   
840
 
2025
   
817
 
2026 and thereafter
   
2,192
 
Total lease payments
   
6,764
 
Less: interest
   
(562
)
Present value of lease liabilities
 
$
6,202
 

The following table presents supplemental cash flow information related to leases for the three months ended March 31, 2021 and March 31, 2020:

(in thousands)
 
Three Months Ended March 31, 2021
   
Three Months Ended March 31, 2020
 
Cash paid for amounts included in the measurement of lease liabilities
           
Operating cash flows from operating leases
 
$
290
   
$
249
 
Right-of-use assets obtained in exchange for new operating lease liabilities
 
$
   
$
 

The following table presents the weighted average operating lease term and discount rate as of March 31, 2021 and December 31, 2020:

(in thousands)
 
March 31, 2021
   
December 31, 2020
 
             
Weighted-average remaining lease term – operating leases, in years
 
$
7.06
   
$
7.23
 
Weighted-average discount rate – operating leases
 
$
2.43
%
 
$
2.43
%

29

12. 
SHORT-TERM BORROWINGS

Short-term borrowings totaling $5,000,000 as of March 31, 2021 and December 31, 2020 consisted of an advance with the FHLB through its COVID-19 Relief and Recovery Advances Program.  The advance matures in the second quarter of 2021 and has a 0% interest rate.  The advance is secured under terms of a blanket collateral agreement by a pledge of FHLB stock and certain other qualifying collateral such as commercial and mortgage loans.   As of March 31, 2021 the Company had a remaining collateral borrowing capacity with the FHLB of $292,864,000 and, at such date, also had unsecured formal lines of credit totaling $122,000,000 with correspondent banks.

30


FIRST NORTHERN COMMUNITY BANCORP

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

FORWARD-LOOKING STATEMENTS

This report may include forward-looking statements, which may include forecasts of our financial results and condition, expectations for our operations and business, and our assumptions for those forecasts and expectations. Do not rely unduly on forward-looking statements. Actual results might differ significantly compared to our forecasts and expectations. See Part I, Item 1A. “Risk Factors,” and the other risks described in our 2020 Annual Report on Form 10-K and Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q and the other risks described in our Quarterly Reports on Form 10-Q for factors to be considered when reading any forward-looking statements in this filing.

This report and other reports or statements which we may release may include forward-looking statements, which are subject to the “safe harbor” created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. We may make forward-looking statements in our Securities and Exchange Commission (SEC) filings, press releases, news articles and when we are speaking on behalf of the Company. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words “believe,” “expect,” “target,” “anticipate,” “intend,” “plan,” “seek,” “strive,” “estimate,” “potential,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” or “may.” These forward-looking statements are intended to provide investors with additional information with which they may assess our future potential. All of these forward-looking statements are based on assumptions about an uncertain future and are based on information available to us at the date of these statements. We do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date any forward-looking statements are made.

In this document and in other SEC filings or other public statements, for example, we make forward-looking statements relating to the following topics, among others:

Our business objectives, strategies and initiatives, our organizational structure, the growth of our business and our competitive position and prospects, and the effect of competition on our business and strategies

Our assessment of significant factors and developments that have affected or may affect our results

Legal and regulatory actions, and future legislative and regulatory developments, including the effects of the Dodd-Frank Wall Street Reform and Protection Act (the “Dodd-Frank Act”), the Economic Growth, Regulatory Relief and Consumer Protection Act (the “EGRRCPA”), and other legislation and governmental measures introduced in response to the financial crisis which began in 2008 and the ensuing recession affecting the banking system, financial markets and the U.S. economy, as well as the effect of the federal Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), enacted in March 2020, in an effort to mitigate the consequences of the coronavirus pandemic and the governmental actions in response to the pandemic

Regulatory and compliance controls, processes and requirements and their impact on our business

The costs and effects of legal or regulatory actions

Expectations regarding draws on performance letters of credit and liabilities that may result from recourse provisions in standby letters of credit

Our intent to sell or hold, and the likelihood that we would be required to sell, various investment securities

Our regulatory capital requirements, including the capital rules established after the 2008 financial crisis by the U.S. federal banking agencies and our current intention not to elect to use the community bank leverage framework

Expectations regarding our non-payment of a cash dividend on our common stock in the foreseeable future

Credit quality and provision for credit losses and management of asset quality and credit risk, expectations regarding collections and expectations regarding the forgiveness and SBA reimbursement and guarantee of loans made under the Paycheck Protection Program (“PPP”) and the timing thereof

31

Our allowances for credit losses, including the conditions we consider in determining the unallocated allowance and our portfolio credit quality, the adequacy of the allowance for loan losses, underwriting standards, and risk grading

Our assessment of economic conditions and trends and credit cycles and their impact on our business

The seasonal nature of our business

The impact of changes in interest rates and our strategy to manage our interest rate risk profile and the possible effect of changes in residential mortgage interest rates on new originations and refinancing of existing residential mortgage loans

Loan portfolio composition and risk grade trends, expected charge-offs, portfolio credit quality, our strategy regarding troubled debt restructurings (“TDRs”), delinquency rates and our underwriting standards and our expectations regarding our recognition of interest income on loans that were provided payment deferrals upon completion of the payment forbearance period

Our deposit base including renewal of time deposits

The impact on our net interest income and net interest margin from the current low interest rate environment

Possible changes in the initiatives and policies of the federal bank regulatory agencies

Tax rates and the impact of changes in the U.S. tax laws, including the Tax Cuts and Jobs Act

Our pension and retirement plan costs

Our liquidity strategies and beliefs concerning the adequacy of our liquidity position

Critical accounting policies and estimates, the impact or anticipated impact of recent accounting pronouncements or changes in accounting principles

Expected rates of return, maturities, loss exposure, growth rates, yields, and projected results

The possible impact of weather-related conditions, including drought, fire or flooding, seismic events, and related governmental responses, including related electrical power outages, on economic conditions, especially in the agricultural sector

Maintenance of insurance coverages appropriate for our operations

Threats to the banking sector and our business due to cybersecurity issues and attacks and regulatory expectations related to cybersecurity

Our expectations regarding the adoption of the expected loss model for determining the allowance for loan losses

The effects of the coronavirus pandemic on the U.S., California and global economies and the actions of governments to reduce the spread of the virus and to mitigate the resulting economic consequences

Descriptions of assumptions underlying or relating to any of the foregoing

Readers of this document should not rely on any forward-looking statements, which reflect only our management’s belief as of the date of this report. There are numerous risks and uncertainties that could and will cause actual results to differ materially from those discussed in our forward-looking statements. Many of these factors are beyond our ability to control or predict and could have a material adverse effect on our financial condition and results of operations or prospects. Such risks and uncertainties include, but are not limited to those listed in Item 1A “Risk Factors” of Part II of this Form 10-Q, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I of this Form 10-Q and “Risk Factors” and “Supervision and Regulation” in our 2020 Annual Report on Form 10-K, and in our other reports to the SEC.

32

INTRODUCTION

This overview of Management’s Discussion and Analysis highlights selected information in this report and may not contain all of the information that is important to you.  For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources and critical accounting estimates, you should carefully read this entire report and any other reports to the Securities and Exchange Commission (“SEC”), together with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

Our subsidiary, First Northern Bank of Dixon (the “Bank”), is a California state-chartered bank that derives most of its revenues from lending and deposit taking in the Sacramento Valley region of Northern California.  Interest rates, business conditions and customer confidence all affect our ability to generate revenues.  In addition, the regulatory and compliance environment and competition can present challenges to our ability to generate those revenues.

Significant results and developments during the first quarter 2021 included:

Net income of $3.2 million for the three months ended March 31, 2021, up 18.6% from $2.7 million earned for the same period last year.

Diluted earnings per share of $0.23 for the three months ended March 31, 2021, up 15.0% from diluted earnings per share of $0.20 in the same period last year.

Net interest income of $10.9 million for the three months ended March 31, 2021, down 3.2% from $11.2 million in the same period last year.

Net interest margin of 2.67% for the three months ended March 31, 2021, down 26.4% from 3.63% for the same period last year.

Provision for loan losses of $0.3 million for the three months ended March 31, 2021, down 53.9% from $0.7 million in the same period last year.

Total assets of $1.78 billion as of March 31, 2021, up 7.5% from $1.66 billion as of December 31, 2020.

Total net loans (including loans held-for-sale) of $950.8 million as of March 31, 2021, up 7.4% from $885.0 million as of December 31, 2020.

Total investment securities of $466.0 million as of March 31, 2021, up 7.1% from $435.1 million as of December 31, 2020.

Total deposits of $1.61 billion as of March 31, 2021, up 8.7% from $1.48 billion as of December 31, 2020.

Recent Developments Related to COVID-19

The coronavirus pandemic and the governmental actions in response to the pandemic, detailed in our Form 10-K for the year ended December 31, 2020, continue to have had an impact on our business.  Our commercial real estate loan portfolio exposure to industries most affected by the stay-at-home order and subsequent limitations on business activities included 9.9% to retail properties and business; 1.4% to restaurants; and 1.0% to the hospitality/hotel sector at March 31, 2021.  Loans to these customers are generally secured by real estate with moderate loan-to-value ratios and further supported by guarantors.  There is concern that borrowers will draw on their credit lines to support cashflow disruptions caused by the continuing governmental restrictions on business activities. Most of the Bank’s optional advance lines of credit are “controlled” with advances supported by certain assets pledged to the Bank for repayment or specific budgeted expense. The Bank monitors credit line advances daily and has not noted any significant, unusual loan advances as of March 31, 2021.

In January 2021, the SBA reopened the PPP with an initial deadline of March 31, 2021.  On March 30, 2021, President Biden signed the PPP Extension Act of 2021 into law extending the PPP from March 31, 2021, to June 30, 2021.  However, the SBA may not accept new lender applications for first draw or second draw PPP loans submitted after May 31, 2021.  In this current phase of the PPP, the Bank approved approximately 850 applications for loans covering approximately $104 million in funding as of March 31, 2021.  These PPP loan originations resulted in approximately $4.8 million in processing fees from the SBA, which will be recognized as an adjustment to the effective yield over the loan’s life.  PPP processing fees totaling approximately $760,000 and $0 were recognized in interest income for the three-month periods ended March 31, 2021 and 2020, respectively.  This includes the amortization of PPP processing fees received in 2020, which are also being recognized as an adjustment to the effective yield over the loan’s life.  The Bank had unearned PPP processing fees totaling $5.9 million and $1.9 million as of March 31, 2021 and December 31, 2020, respectively.

33

During the three months ended March 31, 2021, the Bank received $57 million in payoffs and reimbursements on PPP loans originated in 2020 from the SBA for the amounts forgiven pursuant to the terms of the PPP.  The Bank had PPP loans outstanding totaling $202 million and $155 million as of March 31, 2021 and December 31, 2020, respectively.  Of the $202 million in PPP loans outstanding as of March 31, 2021, $98 million were originated in the first and second phase of the PPP in 2020.  The Company expects that a significant portion of these loans will be forgiven during 2021 under the terms of the PPP, as borrowers satisfy the requirement of applying at least 60% of the loan proceeds to support their payroll expenses.  Loans which do not qualify for the forgiveness will remain on the Bank’s books, subject to the SBA’s guarantee.

34

SUMMARY

The Company recorded net income of $3,178,000 for the three months ended March 31, 2021, representing an increase of $499,000 from net income of $2,679,000 for the same period in 2020.

The following tables present a summary of the results for the three months ended March 31, 2021 and 2020, and a summary of our financial condition at March 31, 2021 and December 31, 2020:

 
Three months ended
March 31, 2021
   
Three months ended
March 31, 2020
 
             
(in thousands except for per share amounts and ratios)
       
For the Period:
           
Net Income
 
$
3,178
   
$
2,679
 
Basic Earnings Per Common Share
 
$
0.24
   
$
0.20
 
Diluted Earnings Per Common Share
 
$
0.23
   
$
0.20
 
Net Income to Average Assets (annualized)
   
0.75
%
   
0.82
%
Net Income to Average Equity (annualized)
   
8.47
%
   
7.91
%
Average Equity to Average Assets
   
8.80
%
   
10.32
%

 
March 31, 2021
   
December 31, 2020
 
             
(in thousands except for ratios)
       
At Period End:
           
Total Assets
 
$
1,779,981
   
$
1,655,376
 
Total Investment Securities
 
$
466,046
   
$
435,080
 
Total Loans, Net (including loans held-for-sale)
 
$
950,810
   
$
885,020
 
Total Deposits
 
$
1,607,037
   
$
1,478,162
 
Loan-To-Deposit Ratio
   
59.2
%
   
59.9
%

35

FIRST NORTHERN COMMUNITY BANCORP

Distribution of Average Statements of Condition and Analysis of Net Interest Income
(in thousands, except percentage amounts)

 
Three months ended
March 31, 2021
   
Three months ended
March 31, 2020
 
   
Average
Balance
   
Interest
   
Yield/
Rate (4)
   
Average
Balance
   
Interest
   
Yield/
Rate (4)
 
Assets
                                   
Interest-earning assets:
                                   
Loans (1)
 
$
908,301
   
$
9,237
     
4.12
%
 
$
754,296
   
$
9,235
     
4.91
%
Certificates of deposit
   
16,065
     
85
     
2.15
%
   
18,159
     
114
     
2.52
%
Interest bearing due from banks
   
269,813
     
63
     
0.09
%
   
115,507
     
419
     
1.45
%
Investment securities, taxable
   
424,086
     
1,486
     
1.42
%
   
329,293
     
1,757
     
2.14
%
Investment securities, non-taxable (2)
   
26,915
     
143
     
2.15
%
   
16,287
     
100
     
2.46
%
Other interest earning assets
   
6,480
     
82
     
5.13
%
   
6,574
     
124
     
7.57
%
Total average interest-earning assets
   
1,651,660
     
11,096
     
2.72
%
   
1,240,116
     
11,749
     
3.80
%
Non-interest-earning assets:
                                               
Cash and due from banks
   
35,225
                     
33,271
                 
Premises and equipment, net
   
6,471
                     
6,529
                 
Interest receivable and other assets
   
35,258
                     
36,089
                 
Total average assets
   
1,728,614
                     
1,316,005
                 
                                                 
Liabilities and Stockholders’ Equity:
                                               
Interest-bearing liabilities:
                                               
Interest-bearing transaction deposits
   
400,485
     
55
     
0.06
%
   
331,663
     
158
     
0.19
%
Savings and MMDA’s
   
409,068
     
105
     
0.10
%
   
345,082
     
268
     
0.31
%
Time, $250,000 and under
   
43,357
     
40
     
0.37
%
   
38,418
     
56
     
0.58
%
Time, over $250,000
   
14,838
     
24
     
0.66
%
   
14,097
     
36
     
1.02
%
Total average interest-bearing liabilities
   
867,748
     
224
     
0.10
%
   
729,260
     
518
     
0.28
%
Non-interest-bearing liabilities:
                                               
Federal Home Loan Bank advances
   
5,000
                     
                 
Non-interest-bearing demand deposits
   
684,279
                     
431,675
                 
Interest payable and other liabilities
   
19,390
                     
19,236
                 
Total liabilities
   
1,576,417
                     
1,180,171
                 
Total average stockholders’ equity
   
152,197
                     
135,834
                 
Total average liabilities and stockholders’ equity
 
$
1,728,614
                   
$
1,316,005
                 
Net interest income and net interest margin (3)
         
$
10,872
     
2.67
%
         
$
11,231
     
3.63
%

(1)
Average balances for loans include loans held-for-sale and non-accrual loans and are net of the allowance for loan losses, but non-accrued interest is excluded.  Loan interest income includes loan fees of approximately $864 and $(2) for the three months ended March 31, 2021 and 2020, respectively.  Loan fees for the three months ended March 31, 2021 include $760 in PPP loan fees recognized.
(2)
Interest income and yields on tax-exempt securities are not presented on a taxable equivalent basis.
(3)
Net interest margin is computed by dividing net interest income by total average interest-earning assets.
(4)
For disclosure purposes, yield/rates are annualized by dividing the number of days in the reported period by 365.

36

FIRST NORTHERN COMMUNITY BANCORP

Distribution of Average Statements of Condition and Analysis of Net Interest Income
(in thousands, except percentage amounts)

 
Three months ended
March 31, 2021
   
Three months ended
December 31, 2020
 
   
Average
Balance
   
Interest
   
Yield/
Rate (4)
   
Average
Balance
   
Interest
   
Yield/
Rate (4)
 
Assets
                                   
Interest-earning assets:
                                   
Loans (1)
 
$
908,301
   
$
9,237
     
4.12
%
 
$
924,244
   
$
10,817
     
4.64
%
Certificates of deposit
   
16,065
     
85
     
2.15
%
   
17,225
     
95
     
2.19
%
Interest bearing due from banks
   
269,813
     
63
     
0.09
%
   
267,079
     
73
     
0.11
%
Investment securities, taxable
   
424,086
     
1,486
     
1.42
%
   
373,811
     
1,482
     
1.57
%
Investment securities, non-taxable (2)
   
26,915
     
143
     
2.15
%
   
26,766
     
143
     
2.12
%
Other interest earning assets
   
6,480
     
82
     
5.13
%
   
6,480
     
82
     
5.02
%
Total average interest-earning assets
   
1,651,660
     
11,096
     
2.72
%
   
1,615,605
     
12,692
     
3.12
%
Non-interest-earning assets:
                                               
Cash and due from banks
   
35,225
                     
31,396
                 
Premises and equipment, net
   
6,471
                     
6,633
                 
Interest receivable and other assets
   
35,258
                     
36,771
                 
Total average assets
   
1,728,614
                     
1,690,405
                 
                                                 
Liabilities and Stockholders’ Equity:
                                               
Interest-bearing liabilities:
                                               
Interest-bearing transaction deposits
   
400,485
     
55
     
0.06
%
   
378,804
     
55
     
0.06
%
Savings and MMDA’s
   
409,068
     
105
     
0.10
%
   
411,474
     
134
     
0.13
%
Time, $250,000 and under
   
43,357
     
40
     
0.37
%
   
43,089
     
50
     
0.46
%
Time, over $250,000
   
14,838
     
24
     
0.66
%
   
15,041
     
28
     
0.74
%
Total average interest-bearing liabilities
   
867,748
     
224
     
0.10
%
   
848,408
     
267
     
0.12
%
Non-interest-bearing liabilities:
                                               
Federal Home Loan Bank advances
   
5,000
                     
7,285
                 
Non-interest-bearing demand deposits
   
684,279
                     
663,103
                 
Interest payable and other liabilities
   
19,390
                     
21,268
                 
Total liabilities
   
1,576,417
                     
1,540,064
                 
Total average stockholders’ equity
   
152,197
                     
150,341
                 
Total average liabilities and stockholders’ equity
 
$
1,728,614
                   
$
1,690,405
                 
Net interest income and net interest margin (3)
         
$
10,872
     
2.67
%
         
$
12,425
     
3.05
%

(1)
Average balances for loans include loans held-for-sale and non-accrual loans and are net of the allowance for loan losses, but non-accrued interest is excluded.  Loan interest income includes loan fees of approximately $864 and $2,102 for the three months ended March 31, 2021 and December 31, 2020, respectively.  Loan fees for the three months ended March 31, 2021 and December 31, 2020 include $760 and $1,789 in PPP loan fees recognized, respectively.
(2)
Interest income and yields on tax-exempt securities are not presented on a taxable equivalent basis.
(3)
Net interest margin is computed by dividing net interest income by total average interest-earning assets.
(4)
For disclosure purposes, yield/rates are annualized by dividing the number of days in the reported period by 365.

37


Analysis of Changes
in Interest Income and Interest Expense
(Dollars in thousands)

Following is an analysis of changes in interest income and expense (dollars in thousands) for the three months ended March 31, 2021 over the three months ended March 31, 2020 and the three months ended March 31, 2021 over the three months ended December 31, 2020.  Changes not solely due to interest rate or volume have been allocated proportionately to interest rate and volume.

 
Three Months Ended March 31, 2021
Over
Three Months Ended March 31, 2020
   
Three Months Ended March 31, 2021
Over
Three Months Ended December 31, 2020
 
   
Volume
   
Interest
Rate
   
Change
   
Volume
   
Interest
Rate
   
Change
 
                                     
Increase (Decrease) in Interest Income:
                                   
                                     
Loans
 
$
1,668
   
$
(1,666
)
 
$
2
   
$
(210
)
 
$
(1,370
)
 
$
(1,580
)
Certificates of Deposit
   
(13
)
   
(16
)
   
(29
)
   
(8
)
   
(2
)
   
(10
)
Due From Banks
   
253
     
(609
)
   
(356
)
   
1
     
(11
)
   
(10
)
Investment Securities - Taxable
   
422
     
(693
)
   
(271
)
   
166
     
(162
)
   
4
 
Investment Securities - Non-taxable
   
58
     
(15
)
   
43
     
     
     
 
Other Assets
   
(2
)
   
(40
)
   
(42
)
   
     
     
 
                                                 
   
$
2,386
   
$
(3,039
)
 
$
(653
)
 
$
(51
)
 
$
(1,545
)
 
$
(1,596
)
                                                 
Increase (Decrease) in Interest Expense:
                                               
                                                 
Deposits:
                                               
Interest-Bearing Transaction Deposits
 
$
26
   
$
(129
)
 
$
(103
)
 
$
   
$
   
$
 
Savings & MMDAs
   
43
     
(206
)
   
(163
)
   
     
(29
)
   
(29
)
Time Certificates
   
29
     
(57
)
   
(28
)
   
1
     
(15
)
   
(14
)
                                                 
   
$
98
   
$
(392
)
 
$
(294
)
 
$
1
   
$
(44
)
 
$
(43
)
                                                 
Decrease in Net Interest Income:
 
$
2,288
   
$
(2,647
)
 
$
(359
)
 
$
(52
)
 
$
(1,501
)
 
$
(1,553
)

38

CHANGES IN FINANCIAL CONDITION

The assets of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect a $27,252,000 or 10.2% increase in cash and cash equivalents, a $2,205,000 or 13.0% decrease in certificates of deposit, a $30,966,000 or 7.1% increase in investment securities available-for-sale, a $66,574,000 or 7.6% increase in net loans held-for-investment, and a $784,000 or 8.5% decrease in loans held-for-sale from December 31, 2020 to March 31, 2021.  The increase in cash and cash equivalents was primarily due to an increase in deposit balances.  The increase in investment securities was due to allocating cash flows from deposits towards purchases of investment securities.  The decrease in certificates of deposit was due to maturities of certificates of deposit and allocating the cash flows from those maturities towards additional purchases of available-for-sale securities.  The increase in net loans held-for-investment was primarily due to PPP loans originated in the first quarter of 2021 totaling approximately $98 million, which was partially offset by SBA forgiveness payments on PPP loans received in the same period totaling approximately $50 million.  Also contributing to the increase in net loans held-for-investment during the period was commercial real estate loan purchases totaling approximately $47.4 million in the first quarter of 2021.  Premiums on commercial real estate loan purchases totaled $1.2 million.  The increase in loans held-for-sale was due to the timing of funding and sale of the loans held-for-sale pipeline.

The liabilities of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect an increase in total deposits of $128,875,000 or 8.7% from December 31, 2020 to March 31, 2021.  The overall increase in total deposits was primarily attributable to PPP loans originated in the first quarter of 2021, new customer relationships gained as a result of our PPP lending activities, and increased savings rates driven by the economic uncertainties due to the coronavirus pandemic.

CHANGES IN RESULTS OF OPERATIONS

Interest Income

The Federal Open Market Committee made no changes to the Federal Funds target of 0.00% to 0.25% during the three months ended March 31, 2021.

Interest income on loans for the three months ended March 31, 2021 was comparable to the same period in 2020, totaling $9,237,000 and $9,235,000 for the three-month periods ended March 31, 2021 and March 31, 2020, respectively.  Several factors contributed to loan interest income for the three months ended March 31, 2021, including recognition of PPP processing fees, deferred interest on forbearance loans, and declines in yields earned.  Interest income on loans for the three months ended March 31, 2021 included approximately $760,000 in recognition of processing fees from the SBA related to the origination of PPP loans.  The Bank had unearned processing fees totaling $5.9 million as of March 31, 2021, which will be recognized over the life of the PPP loans.  In the second quarter of 2020, the Bank made a policy election to cease interest recognition for loans provided temporary full payment deferrals during the term of the forbearance period (generally ranging from three to six months) under Section 4013 of the CARES Act.  Upon completion of the payment forbearance period, and resumption of performance under the original loan terms, the foregone interest is capitalized as deferred interest and recognized as a yield adjustment over the remaining loan term.  Loans on interest-only plans continued to accrue interest income given continued payment performance over the course of the forbearance period.  A majority of loans completed their forbearance period during the fourth quarter of 2020.  Two loans totaling $900,000 were on a principal and interest forbearance plan and one loan totaling $200,000 was on an interest only forbearance plan at March 31, 2021.  The Bank recognized approximately $177,000 in deferred interest for the three months ended March 31, 2021.

The decrease in loan yields is due to several factors:  adjustable rate loans re-pricing at lower rates as a result of recent declines in interest rates and related indices, which is mitigated to some extent by the inclusion of interest rate floors on the majority of our variable rate loans; the accommodation of certain fixed rate loan customers to re-price their existing loans at lower rates to retain existing relationships in a competitive rate environment; an increase in non-accrual loan balances; and the origination of PPP loans at an interest rate of 1%.  PPP loans totaled $202 million as of March 31, 2021.

Interest income on certificates of deposit for the three months ended March 31, 2021 was down 25.4% from the same period in 2020, decreasing from $114,000 to $85,000.  The decrease was primarily due to a 37 basis point decrease in certificates of deposit yields and a decrease in average balances of certificates of deposit.

Interest income on interest-bearing due from banks for the three months ended March 31, 2021 was down 85.0% from the same period in 2020, decreasing from $419,000 to $63,000.  The decrease was primarily due to a 136 basis point decrease in interest-bearing due from yields, which was partially offset by an increase in average interest-bearing due from banks balance.

Interest income on investment securities available-for-sale for the three months ended March 31, 2021 was down 12.3% from the same period in 2020, decreasing from $1,857,000 to $1,629,000. The decrease was primarily due to a 70 basis point decrease in yields on investment securities, which was partially offset by an increase in average balances of investment securities.

39

The Company had no Federal Funds sold balances during the three months ended March 31, 2021 and March 31, 2020.

Interest Expense

Interest expense on deposits for the three months ended March 31, 2021 was down 56.8% from the same period in 2020, decreasing from $518,000 to $224,000.  The decrease in interest expense was primarily due to an 18 basis point decrease in average interest-bearing deposits yield, which was partially offset by an increase in average deposits.

The Company had an FHLB advance totaling $5 million as of March 31, 2021.  The advance, received through the FHLB’s COVID-19 Relief and Recovery Advances Program, is a short-term borrowing with a 0% interest rate.  The Company had no FHLB advances or other borrowing balances during the three months ended March 31, 2020.

Provision for Loan Losses

Provision for loan losses totaled $300,000 for the three months ended March 31, 2021 compared to $650,000 for the same period in 2020.  The allowance for loan losses was approximately $15,713,000, or 1.63% of total loans, at March 31, 2021, compared to $15,416,000, or 1.73% of total loans, at December 31, 2020.  The allowance for loan losses is maintained at a level considered adequate by management to provide for probable loan losses inherent in the loan portfolio.  The decrease in the ratio of allowance to total loans from December 31, 2020 to March 31, 2021 was primarily due to PPP loans of approximately $202 million outstanding as of March 31, 2021, which are fully guaranteed by the SBA.

The decrease in the provision for loan losses during the three months ended March 31, 2021 compared to the same period in 2020 was primarily due to decreases in qualitative factors resulting from an improvement in economic conditions, which was partially offset by an increase in specific reserves on impaired loans.

Provision for Unfunded Lending Commitment Losses

Reversal of unfunded lending commitment losses totaled $200,000 for the three months ended March 31, 2021 compared to provision for unfunded lending commitment losses of $100,000 for the same period in 2020.  The decrease was primarily due to a decrease in qualitative factors resulting from an improvement in economic conditions.

Provisions for unfunded lending commitment losses are included in non-interest expense in the Condensed Consolidated Statements of Income.

Non-Interest Income

Non-interest income was up 38.9% for the three months ended March 31, 2021 from the same period in 2020, increasing from $1,649,000 to $2,290,000.

The increase was primarily due to increases in gains on sales of loans held-for-sale, loan servicing income, and debit card income, which were partially offset by decreases in service charges on deposit accounts, investment and brokerage income, mortgage brokerage income, and gains on sales/calls of available-for-sale securities.  The increase in gains on sales of loans held-for-sale was primarily due to an increase in loan origination volumes as a result of the decline in interest rates and uptick in refinancing activity.  Although interest rates experienced a decline in the first quarter of 2021 compared to the same period in 2020, there was an uptick in interest rates towards the end of the first quarter of 2021.  The increase in loan servicing income was primarily due to the reversal of impairment expense recognized on mortgage servicing rights asset primarily due to a decrease in constant prepayment rates from December 31, 2020.  The increase in debit card income was primarily due to an increase in transaction volumes.  The decrease in service charges on deposit accounts was primarily due to a decrease in NSF fees, net of waived fees.  The decrease in investment and brokerage income was primarily due to a decrease in demand for those services.  The decrease in mortgage brokerage income was primarily a result of decreased mortgage brokerage volume.  The decrease in gains on sales/calls of available-for-sale securities was primarily due to the sale of municipal securities at a net loss in the first quarter of 2021.

Non-Interest Expenses

Total non-interest expenses were down 0.8% for the three months ended March 31, 2021 from the same period in 2020, decreasing from $8,570,000 to $8,501,000.

40

The decrease was primarily due to decreases in salaries and employee benefits, occupancy and equipment, and reversal of provision for unfunded commitments, which was partially offset by increases in data processing and other expenses.  The decrease in salaries and employee benefits was primarily due to an increase in capitalization of loan origination costs, which was partially offset by an increase in the number of full-time equivalent employees.  The decrease in occupancy and equipment expense was primarily due to the lease termination of the former trust office in the fourth quarter of 2020 and a decrease in depreciation expense.  The reversal of  unfunded commitments expense was primarily due to a decrease in qualitative factors resulting from an improvement in economic conditions.  The increase in data processing expenses was primarily due to costs associated with enhanced IT infrastructure coupled with the implementation of a digital lending platform for PPP loans in the first quarter of 2021.  The increase in other expenses was primarily due to increases in FDIC assessments and loan collection expenses.

The following table sets forth other non-interest expenses by category for the three months ended March 31, 2021 and 2020.

 
(in thousands)
 
   
Three months ended
March 31, 2021
   
Three months ended
March 31, 2020
 
Other non-interest expenses
           
(Reversal of) provision for unfunded commitments expense
 
$
(200
)
 
$
100
 
FDIC assessments
   
135
     
 
Contributions
   
45
     
49
 
Legal fees
   
49
     
84
 
Accounting and audit fees
   
115
     
114
 
Consulting fees
   
50
     
74
 
Postage expense
   
39
     
22
 
Telephone expense
   
30
     
28
 
Public relations
   
26
     
62
 
Training expense
   
12
     
26
 
Loan origination expense
   
26
     
44
 
Computer software depreciation
   
16
     
17
 
Operational losses
   
54
     
64
 
Loan collection expense
   
230
     
34
 
Minibank interchange fees
   
128
     
135
 
Other non-interest expense
   
328
     
262
 
Total other non-interest expenses
 
$
1,083
   
$
1,115
 

Income Taxes

The Company’s tax rate, the Company’s income before taxes and the amount of tax relief provided by non-taxable earnings affect the Company’s provision for income taxes.  Provision for income taxes increased 20.6% for the three months ended March 31, 2021 from the same period in 2020, increasing from $981,000 to $1,183,000 primarily due to an increase in pre-tax income.  The effective tax rate was 27.1% and 26.8% for the three months ended March 31, 2021 and March 31, 2020, respectively.

Off-Balance Sheet Commitments

The following table shows the distribution of the Company’s undisbursed loan commitments at the dates indicated.

 
(in thousands)
 
   
March 31, 2021
   
December 31, 2020
 
             
Undisbursed loan commitments
 
$
207,589
   
$
189,097
 
Standby letters of credit
   
2,878
     
1,731
 
Commitments to sell loans
   
3,430
     
1,052
 
   
$
213,897
   
$
191,880
 

The reserve for unfunded lending commitments amounted to $750,000 and $950,000 as of March 31, 2021 and December 31, 2020, respectively.  The reserve for unfunded lending commitments is included in other liabilities on the Condensed Consolidated Balance Sheets.  See Note 7 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q, “Financial Instruments with Off-Balance Sheet Risk,” for additional information.

41

Asset Quality

The Company manages asset quality and credit risk by maintaining diversification in its loan portfolio and through review processes that include analysis of credit requests and ongoing examination of outstanding loans and delinquencies, with particular attention to portfolio dynamics and loan mix.  The Company strives to identify loans experiencing difficulty early enough to correct the problems, to record charge-offs promptly based on realistic assessments of collectability and current collateral values and to maintain an adequate allowance for loan losses at all times.   Asset quality reviews of loans and other non-performing assets are administered using credit risk-rating standards and criteria similar to those employed by state and federal banking regulatory agencies.  The Federal bank regulatory agencies utilize the following definitions for assets adversely classified for supervisory purposes:

Substandard Assets – A substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful Assets – An asset classified doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable or improbable.

Other Real Estate Owned and loans rated Substandard and Doubtful are deemed “classified assets”.  This category, which includes both performing and non-performing assets, receives an elevated level of attention regarding collection.

The following tables summarize the Company’s non-accrual loans net of guarantees of the State of California and U.S. Government by loan category at March 31, 2021 and December 31, 2020:

 
At March 31, 2021
   
At December 31, 2020
 
   
Gross
   
Guaranteed
   
Net
   
Gross
   
Guaranteed
   
Net
 
(dollars in thousands)
                                   
                                     
Commercial
 
$
284
   
$
63
   
$
221
   
$
363
   
$
63
   
$
300
 
Commercial real estate
   
6,803
     
32
     
6,771
     
4,875
     
34
     
4,841
 
Agriculture
   
9,130
     
     
9,130
     
9,130
     
     
9,130
 
Residential mortgage
   
148
     
     
148
     
153
     
     
153
 
Residential construction
   
     
     
     
     
     
 
Consumer
   
687
     
     
687
     
690
     
     
690
 
Total non-accrual loans
 
$
17,052
   
$
95
   
$
16,957
   
$
15,211
   
$
97
   
$
15,114
 

It is generally the Company’s policy to discontinue interest accruals once a loan is past due for a period of 90 days as to interest or principal payments unless the loan is well secured and in process of collection.  When a loan is placed on non-accrual, interest accruals cease and uncollected accrued interest is reversed and charged against current income.  Payments received on non-accrual loans are applied against principal.  A loan may only be restored to an accruing basis when it again becomes well secured and in the process of collection or all past due amounts have been collected or there is an extended period of positive performance and a high probability that the loan will continue to pay according to original terms.

Non-accrual loans amounted to $17,052,000 at March 31, 2021 and were comprised of three commercial loans totaling $284,000, four commercial real estate loans totaling $6,803,000, three agriculture loans totaling 9,130,000, one residential mortgage loan totaling $148,000 and four consumer loans totaling $687,000.  Non-accrual loans amounted to $15,211,000 at December 31, 2020 and were comprised of four commercial loans totaling $363,000, three commercial real estate loans totaling $4,875,000, three agriculture loans totaling $9,130,000, one residential mortgage loan totaling $153,000 and five consumer loans totaling $690,000. If the loan is considered collateral dependent, it is generally the Company’s policy to charge-off the portion of any non-accrual loan that the Company does not expect to collect by writing the loan down to the estimated net realizable value of the underlying collateral.

Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired.  Nonaccrual loans are non-performing impaired loans totaling $17,052,000 and $15,211,000 as of March 31, 2021 and December 31, 2020, respectively.  A restructuring of a loan can constitute a TDR if the Company for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider.  A loan that is restructured as a TDR is considered an impaired loan.  Performing impaired loans, which consisted of loans modified as TDRs, totaled $1,195,000 and $2,260,000 at March 31, 2021 and December 31, 2020, respectively.  The Company expects to collect all principal and interest due from performing impaired loans.  These loans are not on non-accrual status.  The majority of the non-performing impaired loans, in management’s opinion, were adequately collateralized based on recently obtained appraised property values or were guaranteed by a governmental entity.  See “Allowance for Loan Losses” below for additional information.  No assurance can be given that the existing or any additional collateral will be sufficient to secure full recovery of the obligations owed under these loans.

42

On March 22, 2020, the Federal bank regulatory agencies issued joint guidance advising that the agencies have confirmed with the staff of the Financial Accounting Standards Board that short-term modifications due to COVID-19, made on a good faith basis to borrowers who were current prior to relief, are not TDRs.  The CARES Act also provided relief from TDR classification for certain COVID-19 loan modifications.  The Bank elected not to classify modifications that meet the criteria under either the CARES Act or the criteria specified by the regulatory agencies as TDRs.

As the following table illustrates, total non-performing assets, net of guarantees of the State of California and U.S. Government, including its agencies and its government-sponsored agencies, increased $1,843,000 or 12.2% to $16,957,000 during the first three months of 2021.  Non-performing assets, net of guarantees, represented 1.0% of total assets at March 31, 2021.

 
At March 31, 2021
   
At December 31, 2020
 
   
Gross
   
Guaranteed
   
Net
   
Gross
   
Guaranteed
   
Net
 
(dollars in thousands)
                                   
Non-accrual loans
 
$
17,052
   
$
95
   
$
16,957
   
$
15,211
   
$
97
   
$
15,114
 
Loans 90 days past due and still accruing
   
     
     
     
     
     
 
                                                 
Total non-performing loans
   
17,052
     
95
     
16,957
     
15,211
     
97
     
15,114
 
Other real estate owned
   
     
     
     
     
     
 
Total non-performing assets
   
17,052
     
95
     
16,957
     
15,211
     
97
     
15,114
 
                                                 
Non-performing loans (net of guarantees) to total loans
                   
1.8
%
                   
1.7
%
Non-performing assets (net of guarantees) to total assets
                   
1.0
%
                   
0.9
%
Allowance for loan and lease losses to non-performing loans (net of guarantees)
                   
92.7
%
                   
102.0
%

The Company had no loans 90 days or more past due and still accruing at March 31, 2021 and December 31, 2020.

Excluding the non-performing loans cited previously, loans totaling $9,413,000 and $11,878,000 were classified as substandard loans, representing potential problem loans at March 31, 2021 and December 31, 2020, respectively.  In Management’s opinion, the potential loss related to these problem loans was sufficiently covered by the Bank’s existing loan loss reserve (Allowance for Loan Losses) at March 31, 2021 and December 31, 2020.  The ratio of the Allowance for Loan Losses to total loans at March 31, 2021 and December 31, 2020 was 1.63% and 1.73%, respectively.

Other real estate owned (“OREO”) consists of property that the Company has acquired by deed in lieu of foreclosure or through foreclosure proceedings, and property that the Company does not hold title to but is in actual control of, known as in-substance foreclosure.  The estimated fair value of the property is determined prior to transferring the balance to OREO.  The balance transferred to OREO is the estimated fair value of the property less estimated cost to sell.  Impairment may be deemed necessary to bring the book value of the loan equal to the appraised value.  Appraisals or loan officer evaluations are then conducted periodically thereafter charging any additional impairment to the appropriate expense account.  The Company had no OREO as of March 31, 2021 and December 31, 2020.

43

Allowance for Loan Losses

The Company’s Allowance for Loan Losses is maintained at a level believed by management to be adequate to provide for loan and other credit losses that can be reasonably anticipated.  The allowance is increased by provisions charged to operating expense and reduced by net charge-offs.  The Company contracts with vendors for credit reviews of the loan portfolio as well as considers current economic conditions, loan loss experience, and other factors in determining the adequacy of the reserve balance.  The allowance for loan losses is based on estimates, and actual losses may vary from current estimates.

The following table summarizes the Allowance for Loan Losses of the Company during the three months ended March 31, 2021 and 2020, and for the year ended December 31, 2020:

 Analysis of the Allowance for Loan Losses
(Amounts in thousands, except percentage amounts)

 
Three months ended
March 31,
   
Year ended
December 31,
 
   
2021
   
2020
   
2020
 
                   
Balance at beginning of period
 
$
15,416
   
$
12,356
   
$
12,356
 
Provision for loan losses
   
300
     
650
     
3,050
 
Loans charged-off:
                       
Commercial
   
(13
)
   
(145
)
   
(212
)
Commercial Real Estate
   
     
     
 
Agriculture
   
     
     
 
Residential Mortgage
   
     
     
 
Residential Construction
   
     
     
 
Consumer
   
(3
)
   
(9
)
   
(15
)
Total charged-off
   
(16
)
   
(154
)
   
(227
)
                         
Recoveries:
                       
Commercial
   
8
     
11
     
201
 
Commercial Real Estate
   
     
     
 
Agriculture
   
     
     
 
Residential Mortgage
   
     
     
 
Residential Construction
   
     
     
 
Consumer
   
5
     
6
     
36
 
Total recoveries
   
13
     
17
     
237
 
                         
Net (charge-offs) recoveries
   
(3
)
   
(137
)
   
10
 
                         
Balance at end of period
 
$
15,713
   
$
12,869
   
$
15,416
 
                         
Ratio of net charge-offs to average loans outstanding during the period (annualized)
   
0.00
%
   
(0.07
%)
   
0.00
%
Allowance for loan losses
                       
To total loans at the end of the period
   
1.63
%
   
1.67
%
   
1.73
%
To non-performing loans, net of guarantees at the end of the period
   
92.7
%
   
1,152.1
%
   
102.0
%

44

Deposits

Deposits are one of the Company’s primary sources of funds.  At March 31, 2021, the Company had the following deposit mix: 26.9% in savings and MMDA deposits, 3.6% in time deposits, 25.5% in interest-bearing transaction deposits and 44.0% in non-interest-bearing transaction deposits.  At December 31, 2020, the Company had the following deposit mix: 26.1% in savings and MMDA deposits, 3.8% in time deposits, 26.4% in interest-bearing transaction deposits and 43.7% in non-interest-bearing transaction deposits.  Non-interest-bearing transaction deposits increase the Company’s net interest income by lowering its cost of funds.

The Company obtains deposits primarily from the communities it serves.  The Company believes that no material portion of its deposits has been obtained from or is dependent on any one person or industry.  The Company accepts deposits in excess of $250,000 from customers.  These deposits are priced to remain competitive.

Maturities of time certificates of deposits of over $250,000 or more outstanding at March 31, 2021 and December 31, 2020 are summarized as follows:

 
(in thousands)
 
   
March 31, 2021
   
December 31, 2020
 
Three months or less
 
$
1,743
   
$
5,110
 
Over three to twelve months
   
6,540
     
5,877
 
Over twelve months
   
6,636
     
3,656
 
Total
 
$
14,919
   
$
14,643
 

Liquidity and Capital Resources

In order to serve our market area and comply with banking regulations, the Company must maintain adequate liquidity and adequate capital.  Liquidity is measured by various ratios, in management’s opinion, the most common being the ratio of net loans to deposits (including loans held-for-sale).  This ratio was 59.2% on March 31, 2021.  In addition, on March 31, 2021, the Company had the following short-term investments (based on remaining maturity and/or next repricing date):  $17,748,000 in securities due within one year or less; and $93,114,000 in securities due in one to five years.

To meet unanticipated funding requirements, the Company maintains short-term unsecured lines of credit with other banks which totaled $122,000,000 at March 31, 2021.  Additionally, the Company has a line of credit with the FHLB, with a remaining borrowing capacity at March 31, 2021 of $292,864,000; credit availability is subject to certain collateral requirements.

The Company’s primary source of liquidity on a stand-alone basis is dividends from the Bank.  Dividends from the Bank are subject to regulatory restrictions.

In July 2013, the FRB and the other U.S. federal banking agencies adopted final rules making significant changes to the U.S. regulatory capital framework for U.S. banking organizations and to conform this framework to the guidelines published by the Basel Committee known as the Basel III Global Regulatory Framework for Capital and Liquidity.  The Basel Committee is a committee of banking supervisory authorities from major countries in the global financial system which formulates broad supervisory standards and guidelines relating to financial institutions for implementation on a country-by-country basis.   These rules adopted by the FRB and the other federal banking agencies (the U.S. Basel III Capital Rules) replaced the federal banking agencies’ general risk-based capital rules, advanced approaches rule, market risk rule, and leverage rules, in accordance with certain transition provisions.

Banks, such as First Northern, became subject to the final rules on January 1, 2015.  The final rules implement higher minimum capital requirements, include a new common equity Tier 1 capital requirement, and establish criteria that instruments must meet in order to be considered common equity Tier 1 capital, additional Tier 1 capital, or Tier 2 capital.  The final rules provide for increased minimum capital ratios as follows: (a) a common equity Tier 1 capital ratio of 4.5%; (b) a Tier 1 capital ratio of 6%; (c) a total capital ratio of 8%; and (d) a Tier 1 leverage ratio to average consolidated assets of 4%.  Under these rules, in order to avoid certain limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements (equal to 2.5% of total risk-weighted assets).  The capital conservation buffer is designed to absorb losses during periods of economic stress.

Pursuant to the EGRRCPA, the FRB adopted a final rule, effective August 31, 2018, amending the Small Bank Holding Company and Savings and Loan Holding Company Policy Statement (the “policy statement”) to increase the consolidated assets threshold to qualify to utilize the provisions of the policy statement from $1 billion to $3 billion. Bank holding companies, such as the Company, are subject to capital adequacy requirements of the FRB; however, bank holding companies which are subject to the policy statement are not subject to compliance with the regulatory capital requirements until they hold $3 billion or more in consolidated total assets. As a consequence, as of December 31, 2018, the Company was not required to comply with the FRB’s regulatory capital requirements until such time that its consolidated total assets equal $3 billion or more or if the FRB determines that the Company is no longer deemed to be a small bank holding company. However, if the Company had been subject to these regulatory capital requirements, it would have exceeded all regulatory requirements.

45

In August of 2020, the Federal banking agencies adopted the final version of the community bank leverage ratio framework rule (the “CBLR”), implementing two interim final rules adopted in April of 2020.  The rule provides an optional, simplified measure of capital adequacy.  Under the optional CBLR framework, the CBLR will be 8.5 percent through calendar year 2021 and 9 percent thereafter.  The rule is applicable to all non-advanced approaches FDIC-supervised institutions with less than $10 billion in total consolidated assets.  Banks not electing the CBLR framework will continue to be subject to the generally applicable risk-based capital rule.  At the present time, the Company and the Bank do not intend to elect to use the CBLR framework.

As of March 31, 2021, the Bank’s capital ratios exceeded applicable regulatory requirements.  The following table presents the capital ratios for the Bank, compared to the regulatory standards for well-capitalized depository institutions, as of March 31, 2021.

 
(amounts in thousands except percentage amounts)
 
   
Actual
   
Well Capitalized
Ratio
Requirement
 
   
Capital
   
Ratio
 
Leverage
 
$
144,788
     
8.40
%
   
5.0
%
Common Equity Tier 1
 
$
144,788
     
15.94
%
   
6.5
%
Tier 1 Risk-Based
 
$
144,788
     
15.94
%
   
8.0
%
Total Risk-Based
 
$
156,205
     
17.20
%
   
10.0
%

46

ITEM 3.   – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company believes that there have been no material changes in the quantitative and qualitative disclosures about market risk as of March 31, 2021, from those presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which are incorporated by reference herein.

ITEM 4.   – CONTROLS AND PROCEDURES

(a)  We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that the design and operation of our disclosure controls and procedures are effective as of March 31, 2021.  This conclusion is based on an evaluation conducted under the supervision and with the participation of management.

(b)  During the quarter ended March 31, 2021, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II   – OTHER INFORMATION

ITEM 1. – LEGAL PROCEEDINGS

Neither the Company nor the Bank is a party to any material pending legal proceeding, nor is any of their property the subject of any material pending legal proceeding, except ordinary routine litigation arising in the ordinary course of the Bank’s business and incidental to its business, none of which is expected to have a material adverse impact upon the Company’s or the Bank’s business, financial position or results of operations.

ITEM 1A. – RISK FACTORS

For a discussion of risk factors relating to our business, please refer to Part I, Item 1A of our 2020 Form 10-K, which is incorporated by reference herein, and to the following:

Increases in the Allowance for Loan Losses Would Adversely Affect the Bank’s Financial Condition and Results of Operations

The Bank’s allowance for estimated losses on loans was approximately $15.7 million, or 1.63% of total loans, at March 31, 2021, compared to $15.4 million, or 1.73% of total loans, at December 31, 2020, and 92.7% of total non-performing loans net of guaranteed portions at March 31, 2021, compared to 102.0% of total non-performing loans, net of guaranteed portions at December 31, 2020.  Provision for loan losses totaled $0.3 million for the three months ended March 31, 2021, compared to $0.7 million for the same period in 2020.

The COVID-19 pandemic and related responses to the pandemic by federal, state and local governments have negatively impacted the U.S., California and global economies, significantly increased economic uncertainty, reduced economic activity, increased unemployment levels, and resulted in temporary and permanent closures of many businesses and restrictions on business and social activities in many states and communities, including many markets where we have operations. The pandemic, the early economic effects of which began to be felt late in the first quarter of 2020 and have continued into 2021, has resulted and can be expected to continue to result in the recognition of credit losses in our loan portfolios and increases in our allowance for credit losses, particularly if businesses remain closed or indoor operations limited, the impact on the national and local economies worsens, or more customers draw on their lines of credit or seek additional loans to help finance their businesses.  Material future additions to the allowance for estimated losses on loans may be necessary if such material adverse changes in economic conditions continue to occur and the performance of the Bank’s loan portfolio deteriorates.
 

47

In addition, the pandemic may significantly affect the commercial and residential real estate markets in the U.S. generally, and in California in particular, decreasing property values, increasing the risk of defaults and reducing the value of real estate collateral.  An allowance for losses on other real estate owned may also be required in order to reflect changes in the markets for real estate in which the Bank’s other real estate owned is located and other factors which may result in adjustments which are necessary to ensure that the Bank’s foreclosed assets are carried at the lower of cost or fair value, less estimated costs to dispose of the properties.  Moreover, the FDIC and the California Department of Financial Protection and Innovation, as an integral part of their examination process, periodically review the Bank’s allowance for estimated losses on loans and the carrying value of its assets.  Increases in the provisions for estimated losses on loans and foreclosed assets would adversely affect the Bank’s financial condition and results of operations.

The Bank’s Dependence on Real Estate Lending Increases Our Risk of Losses, Particularly Given the Continuing or Worsening Economic and Financial Market Conditions Caused by the COVID-19 Pandemic

At March 31, 2021, approximately 68% of the Bank’s loans in principal amount (excluding loans held-for-sale) were secured by real estate.  We do not yet know the full extent of the impacts of the COVID-19 pandemic on the U.S., California or global economies or our market areas in particular; however, the pandemic has dramatically and adversely impacted economic conditions and can be expected to result in prolonged continuing or worsening recessionary economic and financial market conditions.  In response to the COVID-19 pandemic, following a declaration of a state of emergency in early March, the California state government issued a strict shelter-in-place order on March 19, 2020, instituting social distancing requirements and closing all non-essential businesses.  Later in 2020, the California state government adopted a four-phase reopening plan. The ability of a county to move into a phase with fewer restrictions on economic and social activities is dependent upon the county’s compliance with parameters such as the county’s case rate, test positivity rate, and a health equity metric.  As of this time, the California state government, as well as the county health departments in our market area, continue to limit business re-openings in certain sectors and/or with capacity and other restrictions.  The value of the Bank’s real estate collateral has been, and could in the future continue to be, adversely affected by this prolonged reduction in economic activity and the economic recession in California, which has had resulting adverse impacts, which could be material, on the real estate market in Northern California.

The Bank’s primary lending focus has historically been commercial (including agricultural), construction, and real estate mortgage.  At March 31, 2021, real estate mortgage (excluding loans held-for-sale) and construction loans (residential and other) comprised approximately 67% and 1%, respectively, of the total loans in the Bank’s portfolio.  At March 31, 2021, all of the Bank’s real estate mortgage and construction loans and approximately 1% of its commercial loans were secured fully or in part by deeds of trust on underlying real estate.  The Company’s dependence on real estate increases the risk of loss in both the Bank’s loan portfolio and its holdings of other real estate owned if economic conditions in Northern California further deteriorate. Deterioration of the real estate market in Northern California would have a material adverse effect on the Company’s business, financial condition, and results of operations.

The CFPB has adopted various regulations which have impacted, and will continue to impact, our residential mortgage lending business.

48

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

None.

ITEM 3. – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. – OTHER INFORMATION

None.

ITEM 6. – EXHIBITS

Exhibit
Number
 
Description of Document
     
 
Rule 13a — 14(a) Certification of Chief Executive Officer
     
 
Rule 13a — 14(a) Certification of Chief Financial Officer
     
 
Statement of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
     
 
Statement of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
     
101.INS
 
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH
 
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
 
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
 
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
 
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
 
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
 
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


*   In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.


49

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 NORTHERN COMMUNITY BANCORP
         
Date:
May 6, 2021
By:
 
/s/ Kevin Spink
         
       
Kevin Spink, Executive Vice President / Chief Financial Officer
       
(Principal Financial Officer and Duly Authorized Officer)

50