ORRSTOWN FINANCIAL SERVICES INC - Quarter Report: 2020 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended March 31, 2020
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: 001-34292
ORRSTOWN FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Pennsylvania | 23-2530374 | ||||||||||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||
| 77 East King Street | P. O. Box 250 | Shippensburg | Pennsylvania | 17257 | |||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||
| Registrant’s Telephone Number, Including Area Code: | (717) | 532-6114 | |||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, no par value | ORRF | Nasdaq Stock Market | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically 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 x 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. | o | |||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.). Yes ☐ No x
Number of shares outstanding of the registrant’s Common Stock as of April 30, 2020: 11,196,724.
ORRSTOWN FINANCIAL SERVICES, INC.
INDEX
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| Item 3. | ||||||||
| Item 4. | ||||||||
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| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
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| Item 5. | ||||||||
| Item 6. | ||||||||
2
Glossary of Defined Terms
The following terms may be used throughout this Report, including the unaudited condensed consolidated financial statements and related notes.
| Term | Definition | ||||
| ALL | Allowance for loan losses | ||||
| AFS | Available for sale | ||||
| AOCI | Accumulated other comprehensive income (loss) | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| Bank | Orrstown Bank, the commercial banking subsidiary of Orrstown Financial Services, Inc. | ||||
| CDI | Core deposit intangible | ||||
| CET1 | Common Equity Tier 1 | ||||
| CMO | Collateralized mortgage obligation | ||||
| Company | Orrstown Financial Services, Inc. and subsidiaries (interchangeable with "Orrstown” below) | ||||
| EPS | Earnings per common share | ||||
| ERM | Enterprise risk management | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FASB | Financial Accounting Standards Board | ||||
| FDIC | Federal Deposit Insurance Corporation | ||||
| FHLB | Federal Home Loan Bank | ||||
| FRB | Board of Governors of the Federal Reserve System | ||||
| GAAP | Accounting principles generally accepted in the United States of America | ||||
| GSE | U.S. government-sponsored enterprise | ||||
| Hamilton | Hamilton Bancorp, Inc., and its wholly-owned banking subsidiary, Hamilton Bank | ||||
| IRC | Internal Revenue Code of 1986, as amended | ||||
| LHFS | Loans held for sale | ||||
| MBS | Mortgage-backed securities | ||||
| MPF Program | Mortgage Partnership Finance Program | ||||
| MSR | Mortgage servicing right | ||||
| NIM | Net interest margin | ||||
| OCI | Other comprehensive income (loss) | ||||
| OREO | Other real estate owned | ||||
| Orrstown | Orrstown Financial Services, Inc. and subsidiaries | ||||
| OTTI | Other-than-temporary impairment | ||||
| 2011 Plan | 2011 Orrstown Financial Services, Inc. Incentive Stock Plan | ||||
| PCI loans | Purchased credit impaired loans | ||||
| Repurchase Agreements | Securities sold under agreements to repurchase | ||||
| ROU | Right of use (leases) | ||||
| SBA | U.S. Small Business Administration | ||||
| SEC | Securities and Exchange Commission | ||||
| Securities Act | Securities Act of 1933, as amended | ||||
| TDR | Troubled debt restructuring | ||||
| Wheatland | Wheatland Advisors, Inc., the Registered Investment Advisor subsidiary of Orrstown Financial Services, Inc. | ||||
| Unless the context otherwise requires, the terms “Orrstown,” “we,” “us,” “our,” and “Company” refer to Orrstown Financial Services, Inc. and its subsidiaries. | |||||
3
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
ORRSTOWN FINANCIAL SERVICES, INC.
| (Dollars in thousands, except per share amounts) | March 31, 2020 | December 31, 2019 | |||||||||
| Assets | |||||||||||
| Cash and due from banks | $ | 33,974 | $ | 25,969 | |||||||
| Interest-bearing deposits with banks | 23,163 | 29,994 | |||||||||
| Cash and cash equivalents | 57,137 | 55,963 | |||||||||
| Restricted investments in bank stocks | 15,823 | 16,184 | |||||||||
Securities available for sale (amortized cost of $497,454 and $491,492 at March 31, 2020 and December 31, 2019, respectively) | 479,599 | 490,885 | |||||||||
| Loans held for sale, at fair value | 7,900 | 9,364 | |||||||||
| Loans | 1,656,948 | 1,644,330 | |||||||||
| Less: Allowance for loan losses | (15,803) | (14,655) | |||||||||
| Net loans | 1,641,145 | 1,629,675 | |||||||||
| Premises and equipment, net | 37,098 | 37,524 | |||||||||
| Cash surrender value of life insurance | 64,016 | 63,613 | |||||||||
| Goodwill | 20,142 | 19,925 | |||||||||
| Other intangible assets, net | 6,717 | 7,180 | |||||||||
| Accrued interest receivable | 6,697 | 6,040 | |||||||||
| Other assets | 51,279 | 46,921 | |||||||||
| Total assets | $ | 2,387,553 | $ | 2,383,274 | |||||||
| Liabilities | |||||||||||
| Deposits: | |||||||||||
| Noninterest-bearing | $ | 263,502 | $ | 249,450 | |||||||
| Interest-bearing | 1,633,794 | 1,626,072 | |||||||||
| Total deposits | 1,897,296 | 1,875,522 | |||||||||
| Securities sold under agreements to repurchase | 10,933 | 8,269 | |||||||||
| FHLB Advances | 201,166 | 209,667 | |||||||||
| Subordinated notes | 31,861 | 31,847 | |||||||||
| Other liabilities | 35,727 | 34,720 | |||||||||
| Total liabilities | 2,176,983 | 2,160,025 | |||||||||
| Commitments and contingencies | |||||||||||
| Shareholders’ Equity | |||||||||||
Preferred stock, $1.25 par value per share; 500,000 shares authorized; no shares issued or outstanding | — | — | |||||||||
Common stock, no par value—$0.05205 stated value per share 50,000,000 shares authorized; 11,268,679 shares issued and 11,196,724 outstanding at March 31, 2020; 11,220,604 shares issued and 11,199,874 outstanding at December 31, 2019 | 586 | 584 | |||||||||
| Additional paid - in capital | 187,843 | 188,365 | |||||||||
| Retained earnings | 38,408 | 35,246 | |||||||||
| Accumulated other comprehensive loss | (15,097) | (480) | |||||||||
Treasury stock— 71,955 and 20,730 shares, at cost at March 31, 2020 and December 31, 2019, respectively | (1,170) | (466) | |||||||||
| Total shareholders’ equity | 210,570 | 223,249 | |||||||||
| Total liabilities and shareholders’ equity | $ | 2,387,553 | $ | 2,383,274 | |||||||
The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
4
Condensed Consolidated Statements of Income (Unaudited)
ORRSTOWN FINANCIAL SERVICES, INC.
| Three Months Ended | |||||||||||
| (Dollars in thousands, except per share amounts) | March 31, 2020 | March 31, 2019 | |||||||||
| Interest income | |||||||||||
| Loans | $ | 20,166 | $ | 15,151 | |||||||
| Investment securities - taxable | 3,438 | 3,492 | |||||||||
| Investment securities - tax-exempt | 284 | 842 | |||||||||
| Short-term investments | 79 | 173 | |||||||||
| Total interest income | 23,967 | 19,658 | |||||||||
| Interest expense | |||||||||||
| Deposits | 4,354 | 3,715 | |||||||||
| Securities sold under agreements to repurchase | 32 | 27 | |||||||||
| FHLB Advances | 818 | 659 | |||||||||
| Subordinated notes | 501 | 497 | |||||||||
| Total interest expense | 5,705 | 4,898 | |||||||||
| Net interest income | 18,262 | 14,760 | |||||||||
| Provision for loan losses | 925 | 400 | |||||||||
| Net interest income after provision for loan losses | 17,337 | 14,360 | |||||||||
| Noninterest income | |||||||||||
| Service charges on deposit accounts | 847 | 753 | |||||||||
| Interchange income | 788 | 736 | |||||||||
| Other service charges, commissions and fees | 140 | 149 | |||||||||
| Loan swap referral fees | 200 | — | |||||||||
| Trust and investment management income | 1,640 | 1,758 | |||||||||
| Brokerage income | 719 | 478 | |||||||||
| Mortgage banking activities | 332 | 468 | |||||||||
| Gain on sale of portfolio loans | 1,878 | — | |||||||||
| Income from life insurance | 540 | 342 | |||||||||
| Investment securities (losses) gains | (40) | 339 | |||||||||
| Other income | 30 | 112 | |||||||||
| Total noninterest income | 7,074 | 5,135 | |||||||||
| Noninterest expenses | |||||||||||
| Salaries and employee benefits | 11,594 | 8,677 | |||||||||
| Occupancy | 1,127 | 1,001 | |||||||||
| Furniture and equipment | 1,162 | 1,023 | |||||||||
| Data processing | 871 | 770 | |||||||||
| Automated teller and interchange fees | 251 | 236 | |||||||||
| Advertising and bank promotions | 789 | 521 | |||||||||
| FDIC insurance | 47 | 185 | |||||||||
| Other professional services | 716 | 557 | |||||||||
| Directors' compensation | 201 | 236 | |||||||||
| Taxes other than income | — | 306 | |||||||||
| Intangible asset amortization | 463 | 208 | |||||||||
| Merger related and branch consolidation expenses | — | 645 | |||||||||
| Insurance claim receivable (recovery) write-off | (486) | 615 | |||||||||
| Other operating expenses | 1,569 | 1,181 | |||||||||
| Total noninterest expenses | 18,304 | 16,161 | |||||||||
| Income before income tax expense | 6,107 | 3,334 | |||||||||
| Income tax expense | 1,039 | 232 | |||||||||
| Net income | $ | 5,068 | $ | 3,102 | |||||||
| Per share information: | |||||||||||
| Basic earnings per share | $ | 0.46 | $ | 0.34 | |||||||
| Diluted earnings per share | 0.46 | 0.33 | |||||||||
| Dividends paid per share | 0.17 | 0.15 | |||||||||
The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
5
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)
ORRSTOWN FINANCIAL SERVICES, INC.
| Three Months Ended | |||||||||||
| (Dollars in thousands) | March 31, 2020 | March 31, 2019 | |||||||||
| Net income | $ | 5,068 | $ | 3,102 | |||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||
Unrealized (losses) gains on securities available for sale arising during the period | (17,288) | 5,127 | |||||||||
Reclassification adjustment for losses (gains) realized in net income | 40 | (339) | |||||||||
| Net unrealized (losses) gains on securities available for sale | (17,248) | 4,788 | |||||||||
| Tax effect | 3,622 | (1,006) | |||||||||
| Total other comprehensive (loss) income, net of tax and reclassification adjustments on securities available for sale | (13,626) | 3,782 | |||||||||
| Unrealized loss on interest rate swaps used in cash flow hedges | (1,259) | — | |||||||||
| Reclassification adjustment for losses realized in net income | 4 | — | |||||||||
| Net unrealized loss on interest rate swaps used in cash flow hedges | (1,255) | — | |||||||||
| Tax effect | 264 | — | |||||||||
| Total other comprehensive loss, net of tax and reclassification adjustments on interest rate swaps | (991) | — | |||||||||
| Total other comprehensive (loss) income, net of tax and reclassification adjustments | (14,617) | 3,782 | |||||||||
| Total comprehensive (loss) income | $ | (9,549) | $ | 6,884 | |||||||
The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
6
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)
ORRSTOWN FINANCIAL SERVICES, INC.
| Three Months Ended March 31, 2019 | |||||||||||||||||||||||||||||||||||
| (Dollars in thousands, except per share amounts) | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Shareholders’ Equity | |||||||||||||||||||||||||||||
| Balance, January 1, 2019 | $ | 491 | $ | 151,678 | $ | 24,472 | $ | (2,972) | $ | (236) | $ | 173,433 | |||||||||||||||||||||||
| Net income | — | — | 3,102 | — | — | 3,102 | |||||||||||||||||||||||||||||
| Total other comprehensive income, net of taxes | — | — | — | 3,782 | — | 3,782 | |||||||||||||||||||||||||||||
Cash dividends ($0.15 per share) | — | — | (1,413) | — | — | (1,413) | |||||||||||||||||||||||||||||
Share-based compensation plans: | |||||||||||||||||||||||||||||||||||
45,514 net common shares issued and 9,031 net treasury shares acquired, including compensation expense totaling $499 | 3 | 24 | — | — | 236 | 263 | |||||||||||||||||||||||||||||
| Balance, March 31, 2019 | $ | 494 | $ | 151,702 | $ | 26,161 | $ | 810 | $ | — | $ | 179,167 | |||||||||||||||||||||||
| Three Months Ended March 31, 2020 | |||||||||||||||||||||||||||||||||||
| (Dollars in thousands, except per share amounts) | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Shareholders’ Equity | |||||||||||||||||||||||||||||
| Balance, January 1, 2020 | $ | 584 | $ | 188,365 | $ | 35,246 | $ | (480) | $ | (466) | $ | 223,249 | |||||||||||||||||||||||
| Net income | — | — | 5,068 | — | — | 5,068 | |||||||||||||||||||||||||||||
| Total other comprehensive loss, net of taxes | — | — | — | (14,617) | — | (14,617) | |||||||||||||||||||||||||||||
Cash dividends ($0.17 per share) | — | — | (1,906) | — | — | (1,906) | |||||||||||||||||||||||||||||
| Share-based compensation plans: | |||||||||||||||||||||||||||||||||||
48,075 net common shares issued and 51,225 net treasury shares acquired, including compensation expense totaling $525 | 2 | (522) | — | — | (704) | (1,224) | |||||||||||||||||||||||||||||
| Balance, March 31, 2020 | $ | 586 | $ | 187,843 | $ | 38,408 | $ | (15,097) | $ | (1,170) | $ | 210,570 | |||||||||||||||||||||||
The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
7
Condensed Consolidated Statements of Cash Flows (Unaudited)
ORRSTOWN FINANCIAL SERVICES, INC.
| Three Months Ended | |||||||||||
| (Dollars in thousands) | March 31, 2020 | March 31, 2019 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 5,068 | $ | 3,102 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Net (discount accretion) premium amortization | (664) | 69 | |||||||||
| Depreciation and amortization expense | 1,388 | 1,079 | |||||||||
| Provision for loan losses | 925 | 400 | |||||||||
| Share-based compensation | 525 | 499 | |||||||||
| Gain on sales of loans originated for sale | (1,216) | (350) | |||||||||
| Mortgage loans originated for sale | (20,851) | (16,682) | |||||||||
| Proceeds from sales of loans originated for sale | 23,185 | 15,505 | |||||||||
| Gain on sale of portfolio loans | (1,878) | — | |||||||||
| Net loss on disposal of premises and equipment | 1 | 130 | |||||||||
| Deferred income taxes | 1,024 | 211 | |||||||||
| Investment securities losses (gains) | 40 | (339) | |||||||||
| Income from life insurance | (540) | (342) | |||||||||
| Increase in accrued interest receivable | (657) | (413) | |||||||||
| Decrease in accrued interest payable and other liabilities | (352) | (2,351) | |||||||||
| Other, net | (1,567) | (89) | |||||||||
| Net cash provided by operating activities | 4,431 | 429 | |||||||||
| Cash flows from investing activities | |||||||||||
| Proceeds from sales of AFS securities | — | 59,464 | |||||||||
| Maturities, repayments and calls of AFS securities | 20,497 | 6,306 | |||||||||
| Purchases of AFS securities | (26,692) | (85,324) | |||||||||
| Net redemptions of restricted investments in bank stocks | 361 | 550 | |||||||||
| Net increase in loans | (31,515) | (17,974) | |||||||||
| Proceeds from sales of portfolio loans | 21,618 | — | |||||||||
| Purchases of bank premises and equipment | (83) | (689) | |||||||||
| Net cash used in investing activities | (15,814) | (37,667) | |||||||||
| Cash flows from financing activities | |||||||||||
| Net increase in deposits | 21,746 | 61,931 | |||||||||
| Net decrease in borrowings with original maturities less than 90 days | (65,716) | (29,490) | |||||||||
| Proceeds from FHLB advances | 99,977 | 20,000 | |||||||||
| Payments on FHLB advances | (40,098) | (25,094) | |||||||||
| Subordinated note issuance costs | — | (58) | |||||||||
| Dividends paid | (1,906) | (1,413) | |||||||||
| Acquisition of treasury stock | (1,510) | — | |||||||||
| Treasury shares repurchased for employee taxes associated with restricted stock vesting | — | (294) | |||||||||
| Proceeds from issuance of stock for option exercises and employee stock purchase plan | 64 | 58 | |||||||||
| Net cash provided by financing activities | 12,557 | 25,640 | |||||||||
| Net increase (decrease) in cash and cash equivalents | 1,174 | (11,598) | |||||||||
| Cash and cash equivalents at beginning of period | 55,963 | 88,815 | |||||||||
| Cash and cash equivalents at end of period | $ | 57,137 | $ | 77,217 | |||||||
8
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | 5,544 | $ | 4,724 | |||||||
| Supplemental schedule of noncash investing activities: | |||||||||||
| OREO acquired in settlement of loans | — | 161 | |||||||||
| Lease liabilities arising from obtaining ROU assets | — | 8,115 | |||||||||
| Securities purchases not yet settled | 714 | — | |||||||||
The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
9
Notes to Condensed Consolidated Financial Statements (Unaudited)
(All dollar amounts presented in the tables, except per share amounts, are in thousands)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
See the Glossary of Defined Terms at the beginning of this Report for terms used throughout the unaudited condensed consolidated financial statements and related notes of this Form 10-Q.
Nature of Operations – Orrstown Financial Services, Inc. is a financial holding company that operates Orrstown Bank, a commercial bank with banking and financial advisory offices in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry and York Counties, Pennsylvania, and in Anne Arundel, Baltimore, Howard and Washington Counties, Maryland, as well as Baltimore City, Maryland and Wheatland Advisors, Inc., a registered investment advisor non-bank subsidiary, headquartered in Lancaster County, Pennsylvania. The Company operates in the community banking segment and engages in lending activities, including commercial, residential, commercial mortgages, construction, municipal, and various forms of consumer lending, and deposit services, including checking, savings, time, and money market deposits. The Company also provides fiduciary services, investment advisory, insurance and brokerage services. The Company and the Bank are subject to regulation by certain federal and state agencies and undergo periodic examinations by such regulatory authorities.
Basis of Presentation – The accompanying unaudited condensed consolidated financial statements include the accounts of Orrstown Financial Services, Inc. and its wholly owned subsidiaries, the Bank and Wheatland. The Company has prepared these unaudited condensed consolidated financial statements in accordance with GAAP for interim financial information, SEC rules that permit reduced disclosure for interim periods, and Article 10 of Regulation S-X. In the opinion of management, all adjustments (all of which are of a normal recurring nature) that are necessary for a fair statement are reflected in the unaudited condensed consolidated financial statements. The December 31, 2019 consolidated balance sheet information contained in this Quarterly Report on Form 10-Q was derived from the 2019 audited consolidated financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. All significant intercompany transactions and accounts have been eliminated. Certain reclassifications may have been made to prior year amounts to conform with current year classifications.
The Company's management has evaluated all activity of the Company and concluded that subsequent events are properly reflected in the Company's unaudited condensed consolidated financial statements and notes as required by GAAP.
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 as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The effects of the COVID-19 pandemic may negatively impact material estimates. Material estimates that are particularly susceptible to significant change include the determination of the ALL and those used in valuation methodologies in areas with no observable market, such as loans, deposits, borrowings, goodwill, core deposit and other intangible assets, mortgage servicing rights, other assets and liabilities obtained or assumed in business combinations.
Derivatives - FASB ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.
As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair
10
value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.
The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company's objectives in using interest rate derivatives are to add stability to interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily use interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of fixed amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements without exchange of the underlying notional amount.
Changes to the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged transaction affects earnings. During the three months ended March 31, 2020, such derivatives were used to hedge the variable cash flows associated with overnight borrowings.
Leases - The Company evaluates its contracts at inception to determine if an arrangement either is a lease or contains one. Operating lease ROU assets are included in other assets and operating lease liabilities in accrued interest payable and other liabilities in the unaudited condensed consolidated balance sheets. The Company had no finance leases at March 31, 2020.
ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate, so the Company's incremental borrowing rate is used, which approximates its fully collateralized borrowing rate, based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is reevaluated upon lease modification. The operating lease ROU asset also includes any initial direct costs and prepaid lease payments made less any lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option.
In accordance with ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), the Company keeps leases with an initial term of 12 months or less off of the balance sheet. The Company recognizes these lease payments in the unaudited condensed consolidated statements of income on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components and has elected the practical expedient to account for them as a single lease component.
The Company's operating leases relate primarily to bank branches and office space. Upon the adoption of ASU 2016-02 on January 1, 2019, operating lease liabilities of $10.5 million and related lease assets of $7.5 million were recognized on the unaudited condensed consolidated balance sheets. The difference between the lease assets and lease liabilities primarily consists of deferred rent liabilities reclassified upon adoption to reduce the measurement of the lease assets.
Recent Accounting Pronouncements - ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The amendments in this update require an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. Additionally, the amendments in this update amend the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. For certain public companies, this update was effective for interim and annual periods beginning after December 15, 2019. The Company delayed the adoption of ASU 2016-13 as noted below.
ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates ("ASU 2019-10"), extended the implementation deadline of ASU 2016-13 for smaller reporting and other companies until the fiscal year and interim periods beginning after December 15, 2022. The Company meets the requirements to be considered a smaller reporting company under SEC Regulation S-K and SEC Rule 405, and did not adopt ASU 2016-13 on January 1, 2020. The Company is evaluating the impact of the delay for adoption of ASU 2016-13. The Company is working with a third party vendor solution to assist with the application of ASU 2016-13 and finalizing the loss estimation models to be used. Once management determines which methods will be utilized, a third party will be contracted to perform a model validation prior to adoption. While the Company anticipates the allowance for loan losses will increase under its current assumptions, it expects the impact of adopting ASU 2016-13 will be influenced by the composition, characteristics and quality of its loan and securities portfolios, as well as general economic conditions and forecasts at the adoption date. The other provisions of ASU 2019-10 were not applicable to the Company.
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In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04). ASU 2020-04 contains optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The optional expedients apply consistently to all contracts or transactions within the scope of this topic, while the optional expedients for hedging relationships can be elected on an individual basis. The Company has formed a cross-functional working group to lead the transition from LIBOR to a planned adoption of an alternate index. The Company has not yet determined what index will replace LIBOR in its loan agreements. The Company is in the process of implementing fallback language for loans that will mature after 2021. The Company expects to adopt the LIBOR transition relief allowed under this standard, and is currently evaluating the potential impact of this guidance on its financial statements.
NOTE 2. MERGERS AND ACQUISITIONS
Hamilton Bancorp, Inc.
On May 1, 2019, the Company acquired 100% of the outstanding common shares of Hamilton Bancorp, Inc., and its wholly-owned subsidiary, Hamilton Bank, based in Towson, Maryland. The Company acquired Hamilton to introduce our banking and financial services into the Greater Baltimore area of Maryland.
Pursuant to the merger agreement, the Company issued 1,765,704 shares of its common stock and paid $14.2 million in cash for all outstanding shares of Hamilton stock and options vesting upon acquisition. Based on the Company's closing stock price of $20.74 on April 30, 2019, the consideration paid to acquire Hamilton totaled approximately $50.8 million.
The fair value of assets acquired, excluding goodwill, totaled $492.6 million, including loans totaling $347.1 million. The fair value of liabilities assumed totaled $449.4 million, including deposits totaling $388.2 million. Goodwill represents consideration transferred in excess of the fair value of the net assets acquired. At May 1, 2019, the Company recognized $7.6 million in goodwill associated with the Hamilton acquisition. The goodwill resulting from the acquisition represents the value expected from the expansion of our market in the Greater Baltimore area and the enhancement of our operations through customer synergies and efficiencies, thereby providing enhanced customer service. Goodwill acquired in the Hamilton acquisition is not deductible for tax purposes.
The Hamilton acquisition was accounted for using the acquisition method of accounting and, accordingly, purchased assets, including identifiable intangible assets, and assumed liabilities were recorded at their respective acquisition date fair values. The fair value measurements of assets acquired and liabilities assumed are subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available. The Company continues to finalize the fair values of loans, intangible assets, other assets, income taxes and liabilities. As a result, the recorded fair value adjustments are preliminary and may change as additional information becomes available. Fair value adjustments will be finalized no later than May 2020. Measurement period adjustments made from the date of acquisition through March 31, 2020 are summarized in Note 6 - Goodwill and Other Intangible Assets.
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The following table summarizes the consideration paid for Hamilton and the estimated fair values of the assets acquired and liabilities assumed recognized at the acquisition date:
| Fair value of consideration transferred: | ||||||||
| Cash | $ | 14,197 | ||||||
| Common stock issued | 36,622 | |||||||
| Total consideration transferred | $ | 50,819 | ||||||
| Estimated fair values of assets acquired and liabilities assumed: | ||||||||
| Cash and cash equivalents | $ | 43,140 | ||||||
| Securities available for sale | 60,882 | |||||||
| Restricted investments in bank stocks | 2,658 | |||||||
| Loans | 347,143 | |||||||
| Premises and equipment | 3,749 | |||||||
| Core deposit intangible | 4,550 | |||||||
| Goodwill | 7,551 | |||||||
| Cash surrender value of life insurance | 17,948 | |||||||
| Deferred tax asset, net | 5,838 | |||||||
| ROU lease asset | 2,793 | |||||||
| Other assets | 3,925 | |||||||
| Total assets acquired | 500,177 | |||||||
| Deposits | (388,246) | |||||||
| Borrowings | (51,393) | |||||||
| Other liabilities | (9,719) | |||||||
| Total liabilities assumed | $ | (449,358) | ||||||
The determination of estimated fair values of the acquired loans required the Company to make certain estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature. Based on such factors as past due status, nonaccrual status, bankruptcy status, and credit risk ratings, the acquired loans were divided into loans with evidence of credit quality deterioration, which are accounted for under ASC 310-30 (purchased credit impaired), and loans that do not meet this criteria, which are accounted for under ASC 310-20 (purchased non-impaired). Expected cash flows, both principal and interest, were estimated based on key assumptions covering such factors as prepayments, default rates and severity of loss given default. These assumptions were developed using both Hamilton's historical experience and the portfolio characteristics as of the acquisition date, as well as available market research. The fair value estimates for acquired loans were based on the amount and timing of expected principal, interest and other cash flows, including expected prepayments, discounted at prevailing market interest rates applicable to the types of acquired loans, which the Company considered to be level 3 fair value measurements. Deposit liabilities assumed in the Hamilton acquisition were segregated into two categories: time-deposits (i.e., deposit accounts with a stated maturity) and demand deposits, both using level 2 fair value measurements. In determining fair value of time deposits, the Company discounted the contractual cash flows of the deposit accounts using prevailing market interest rates for time deposit accounts of similar type and duration. For demand deposits, the acquisition date outstanding balance of the assumed demand deposit accounts approximates fair value. Acquisition date fair values for securities available for sale were determined using Level 1 or Level 2 inputs consistent with the methods discussed further in Note 13 - Fair Value. The remaining acquisition date fair values represent either Level 2 fair value measurements or Level 3 fair value measurements (premises and equipment and core deposit intangible).
Upon completion of the acquisition, the Company sold the acquired investment portfolio and paid off acquired borrowings at the indicated fair value amounts in conjunction with its asset/liability management strategies.
The Company recognized a core deposit intangible of $4.6 million, which is being amortized using an accelerated method over a 10-year amortization period, consistent with expected future cash flows.
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Loans acquired with Hamilton were measured at fair value at the acquisition date with no carryover of any ALL. Loans were segregated into those loans considered to be performing and those considered PCI. The following table presents performing and PCI loans acquired, by loan class, at May 1, 2019:
| Performing | PCI | Total | |||||||||||||||
| Commercial real estate: | |||||||||||||||||
| Owner-occupied | $ | 42,148 | $ | 5,894 | $ | 48,042 | |||||||||||
| Non-owner occupied | 45,401 | 770 | 46,171 | ||||||||||||||
| Multi-family | 10,773 | — | 10,773 | ||||||||||||||
| Acquisition and development: | |||||||||||||||||
| 1-4 family residential construction | 7,450 | — | 7,450 | ||||||||||||||
| Commercial and land development | 4,528 | — | 4,528 | ||||||||||||||
| Commercial and industrial | 32,316 | 1,914 | 34,230 | ||||||||||||||
| Residential mortgage: | |||||||||||||||||
| First lien | 152,657 | 10,494 | 163,151 | ||||||||||||||
| Home-equity - term | 4,478 | 1 | 4,479 | ||||||||||||||
| Home equity - lines of credit | 13,657 | — | 13,657 | ||||||||||||||
| Installment and other loans | 14,467 | 195 | 14,662 | ||||||||||||||
| Total loans acquired | $ | 327,875 | $ | 19,268 | $ | 347,143 | |||||||||||
The following table presents the fair value adjustments made to the amortized cost basis of loans acquired at May 1, 2019:
| Gross amortized cost basis at acquisition | $ | 362,125 | |||
| Market rate adjustment | (5,309) | ||||
| Credit fair value adjustment on non-credit impaired loans | (3,947) | ||||
| Credit fair value adjustment on PCI loans | (5,726) | ||||
| Estimated fair value of acquired loans | $ | 347,143 | |||
The market rate adjustment represents the movement in market interest rates, irrespective of credit adjustments, compared to the contractual rates of the acquired loans. The credit fair value adjustment made on non-credit impaired loans represents the changes in credit quality of the underlying borrowers from loan inception to the acquisition date. The credit fair value adjustment on PCI loans is derived in accordance with ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, and represents the portion of the loan balance that has been deemed uncollectible based on our expectations of future cash flows for each respective loan.
The following table provides information about acquired PCI loans at May 1, 2019:
| Contractually required principal and interest at acquisition | $ | 31,599 | |||
| Nonaccretable difference | (8,834) | ||||
| Expected cash flows at acquisition | 22,765 | ||||
| Accretable yield | (3,497) | ||||
| Estimated fair value of acquired PCI loans | $ | 19,268 | |||
Unaudited pro forma net income for the Company for the three months ended March 31, 2019, would have totaled $3.3 million, and revenues would have totaled $23.3 million for the same period had the Hamilton acquisition occurred January 1, 2019.
The Company did not incur any merger related expenses in connection with the Hamilton acquisition for the three months ended March 31, 2020.
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NOTE 3. INVESTMENT SECURITIES
At March 31, 2020 and December 31, 2019, all investment securities were classified as AFS. The following table summarizes amortized cost and fair value of investment securities, and the corresponding amounts of gross unrealized gains and losses recognized in AOCI, at March 31, 2020 and December 31, 2019:
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||
| States and political subdivisions | $ | 105,572 | $ | 6,111 | $ | 626 | $ | 111,057 | |||||||||||||||
| GSE residential MBSs | 4,551 | 55 | — | 4,606 | |||||||||||||||||||
| GSE residential CMOs | 66,134 | 2,022 | 941 | 67,215 | |||||||||||||||||||
| Non-agency CMOs | 17,161 | — | 482 | 16,679 | |||||||||||||||||||
| Private label commercial CMOs | 73,978 | — | 7,844 | 66,134 | |||||||||||||||||||
| Asset-backed | 229,461 | 75 | 16,225 | 213,311 | |||||||||||||||||||
| Other | 597 | — | — | 597 | |||||||||||||||||||
| Totals | $ | 497,454 | $ | 8,263 | $ | 26,118 | $ | 479,599 | |||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||
| States and political subdivisions | $ | 83,607 | $ | 4,288 | $ | 32 | $ | 87,863 | |||||||||||||||
| GSE residential CMOs | 67,928 | 1,000 | 774 | 68,154 | |||||||||||||||||||
| Non-agency CMOs | 17,210 | — | 123 | 17,087 | |||||||||||||||||||
| Private label commercial CMOs | 86,704 | 156 | 231 | 86,629 | |||||||||||||||||||
| Asset-backed | 235,406 | 138 | 5,029 | 230,515 | |||||||||||||||||||
| Other | 637 | — | — | 637 | |||||||||||||||||||
| Totals | $ | 491,492 | $ | 5,582 | $ | 6,189 | $ | 490,885 | |||||||||||||||
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The following table summarizes investment securities with unrealized losses at March 31, 2020 and December 31, 2019, aggregated by major security type and the length of time in a continuous unrealized loss position.
| Less Than 12 Months | 12 Months or More | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||
| # of Securities | Fair Value | Unrealized Losses | # of Securities | Fair Value | Unrealized Losses | # of Securities | Fair Value | Unrealized Losses | |||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| States and political subdivisions | 1 | $ | 9,595 | $ | 626 | — | $ | — | $ | — | 1 | $ | 9,595 | $ | 626 | ||||||||||||||||||||||||||||||||||||||
| GSE residential CMOs | 3 | 27,206 | 941 | — | — | — | 3 | 27,206 | 941 | ||||||||||||||||||||||||||||||||||||||||||||
| Non-agency CMOs | 1 | 16,679 | 482 | — | — | — | 1 | 16,679 | 482 | ||||||||||||||||||||||||||||||||||||||||||||
| Private label commercial CMOs | 7 | 34,983 | 3,121 | 8 | 31,151 | 4,723 | 15 | 66,134 | 7,844 | ||||||||||||||||||||||||||||||||||||||||||||
| Asset-backed | 11 | 84,057 | 5,304 | 9 | 122,692 | 10,921 | 20 | 206,749 | 16,225 | ||||||||||||||||||||||||||||||||||||||||||||
| Totals | 23 | $ | 172,520 | $ | 10,474 | 17 | $ | 153,843 | $ | 15,644 | 40 | $ | 326,363 | $ | 26,118 | ||||||||||||||||||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| States and political subdivisions | 1 | $ | 6,173 | $ | 32 | — | $ | — | $ | — | 1 | $ | 6,173 | $ | 32 | ||||||||||||||||||||||||||||||||||||||
| GSE residential CMOs | 5 | 37,158 | 309 | 1 | 11,602 | 465 | 6 | 48,760 | 774 | ||||||||||||||||||||||||||||||||||||||||||||
| Non-agency CMOs | 1 | 17,087 | 123 | — | — | — | 1 | 17,087 | 123 | ||||||||||||||||||||||||||||||||||||||||||||
| Private label commercial CMOs | 6 | 26,079 | 67 | 8 | 39,726 | 164 | 14 | 65,805 | 231 | ||||||||||||||||||||||||||||||||||||||||||||
| Asset-backed | 9 | 92,189 | 1,145 | 9 | 121,399 | 3,884 | 18 | 213,588 | 5,029 | ||||||||||||||||||||||||||||||||||||||||||||
| Totals | 22 | $ | 178,686 | $ | 1,676 | 18 | $ | 172,727 | $ | 4,513 | 40 | $ | 351,413 | $ | 6,189 | ||||||||||||||||||||||||||||||||||||||
The Company determines whether unrealized losses are temporary in nature in accordance with FASB ASC 320-10, Investments - Overall, (“FASB ASC 320-10”) and FASB ASC 325-40, Investments – Beneficial Interests in Securitized Financial Assets, when applicable. The evaluation is based upon factors such as the creditworthiness of the underlying borrowers, performance of the underlying collateral, if applicable, and the level of credit support in the security structure. Management also evaluates other factors and circumstances that may be indicative of an OTTI condition. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost and near-term prospects of the issuer.
FASB ASC 320-10 requires the Company to assess if an OTTI exists by considering whether the Company has the intent to sell the security or it is more likely than not that it will be required to sell the security before recovery. If either of these situations applies, the guidance requires the Company to record an OTTI charge to earnings on debt securities for the difference between the amortized cost basis of the security and the fair value of the security. If neither of these situations applies, the Company is required to assess whether it is expected to recover the entire amortized cost basis of the security. If the Company is not expected to recover the entire amortized cost basis of the security, the guidance requires the Company to bifurcate the identified OTTI into a credit loss component and a component representing loss related to other factors. A discount rate is applied which equals the effective yield of the security. The difference between the present value of the expected flows and the amortized book value is considered a credit loss, which would be recorded through earnings as an OTTI charge. When a market price is not readily available, the market value of the security is determined using the same expected cash flows; the discount rate is a rate the Company determines from the open market and other sources as appropriate for the security. The difference between the market value and the present value of cash flows expected to be collected is recognized in accumulated other comprehensive loss on the consolidated statements of financial condition.
As of March 31, 2020, the Company had no cumulative OTTI. There were no OTTI charges recognized in earnings as a result of credit losses on investments in the three months ended March 31, 2020 or 2019. Unrealized losses in the Company's investment portfolio are the result of interest rate fluctuations. During the three months ended March 31, 2020, unrealized losses were substantially higher due to the impact of the COVID-19 pandemic and the resulting market uncertainty..
States and Political Subdivisions. The unrealized losses presented in the table above have been caused by a widening of spreads from the time these securities were purchased. Management considers the investment rating, the state of the issuer of the security and other credit support in determining whether the security is OTTI. Because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be maturity, the Company does not consider these securities to be OTTI at March 31, 2020 or December 31, 2019.
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GSE Residential CMOs. The unrealized losses presented in the table above have been caused by a widening of spreads from the time these securities were purchased. The contractual terms of these securities do not permit the issuer to settle the securities at a price less than its par value basis. Management considers the investment rating and other credit support in determining whether a security is other-than-temporarily impaired. Because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be maturity, the Company does not consider these securities to be OTTI at March 31, 2020 or December 31, 2019.
Non-agency CMOs. The unrealized losses presented in the table above have been caused by a widening of spreads from the time the securities were purchased. Management considers the investment rating and other credit support in determining whether a security is other-than-temporarily impaired. As of March 31, 2020, management concluded that an OTTI did not exist on any of the aforementioned securities based upon its assessment. Management also concluded that it does not intend to sell nor will it be required to sell the securities, before their recovery, which may be maturity, and management expects to recover the entire amortized cost basis of these securities.
Private Label Commercial CMOs and Asset-backed. The unrealized losses presented in the table above have been caused by a widening of spreads from the time the securities were purchased. The sudden and desperate need for liquidity from many institutional pools of capital combined with the global economic implications of the COVID-19 pandemic caused significant widening of spreads. Management considers the investment rating and other credit support in determining whether a security is other-than-temporarily impaired. Because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be maturity, the Company does not consider these securities to be OTTI at March 31, 2020 or December 31, 2019.
The following table summarizes the credit ratings and collateral associated with the Company's investment portfolio, excluding equity securities, at March 31, 2020:
| Sector | Portfolio Mix | Amortized Book | Fair Value | Credit Enhancement | AAA | AA | A | BBB | NR | Collateral Type | ||||||||||||||||||||||
| Unsecured ABS | 2 | % | $ | 12,112 | $ | 11,098 | 37 | % | 7 | % | — | % | — | % | — | % | 93 | % | Unsecured Consumer Debt | |||||||||||||
| Student Loan ABS | 3 | % | 13,450 | 12,212 | 25 | % | — | % | — | % | — | % | — | % | 100 | % | Seasoned Student Loans | |||||||||||||||
| Federal Family Education Loan ABS | 37 | % | 184,009 | 170,418 | 6 | % | 4 | % | 73 | % | 23 | % | — | % | — | % | Federal Family Education Loan (1) | |||||||||||||||
| PACE Loan ABS | 1 | % | 6,488 | 6,563 | 5 | % | 100 | % | — | % | — | % | — | % | — | % | PACE Loans | |||||||||||||||
| Non-Agency CMBS | 15 | % | 73,978 | 66,134 | 55 | % | 87 | % | — | % | 3 | % | 10 | % | — | % | Commercial Real Estate | |||||||||||||||
| Non-Agency RMBS | 4 | % | 17,161 | 16,679 | 33 | % | 100 | % | — | % | — | % | — | % | — | % | Reverse Mortgages (2) | |||||||||||||||
| Municipal - General Obligation | 11 | % | 54,310 | 58,332 | 3 | % | 84 | % | 13 | % | — | % | — | % | ||||||||||||||||||
| Municipal - Revenue | 10 | % | 51,263 | 52,725 | — | % | 61 | % | 19 | % | — | % | 20 | % | ||||||||||||||||||
| SBA ReRemic | 3 | % | 13,402 | 13,020 | — | % | 100 | % | — | % | — | % | — | % | SBA Guarantee (3) | |||||||||||||||||
| Agency MBS | 14 | % | 70,684 | 71,821 | — | % | 100 | % | — | % | — | % | — | % | Residential Mortgages (3) | |||||||||||||||||
| Bank CDs | — | % | 499 | 499 | — | % | — | % | — | % | — | % | 100 | % | FDIC Insured CD | |||||||||||||||||
| 100 | % | $ | 497,356 | $ | 479,502 | 20 | % | 60 | % | 12 | % | 1 | % | 7 | % | |||||||||||||||||
(1) 97% guaranteed by U.S. government | ||||||||||||||||||||||||||||||||
(2) Currently 5% credit enhancement; expected credit enhancement is provided | ||||||||||||||||||||||||||||||||
(3) 100% guaranteed by U.S. government agencies | ||||||||||||||||||||||||||||||||
| Note : Ratings in table are the lowest of the three rating agencies (Standard & Poors, Moody's & Fitch). Standard & Poors rates U.S. government obligations at AA+ | ||||||||||||||||||||||||||||||||
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The following table summarizes amortized cost and fair value of investment securities by contractual maturity at March 31, 2020. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.
| Amortized Cost | Fair Value | ||||||||||
| Due in one year or less | $ | 480 | $ | 480 | |||||||
| Due after one year through five years | 249 | 249 | |||||||||
| Due after five years through ten years | 27,296 | 28,734 | |||||||||
| Due after ten years | 78,144 | 82,191 | |||||||||
| CMOs | 161,824 | 154,634 | |||||||||
| Asset-backed | 229,461 | 213,311 | |||||||||
| $ | 497,454 | $ | 479,599 | ||||||||
The following table summarizes proceeds from sales of investment securities and gross gains and gross losses for the three months ended March 31, 2020 and 2019:
| Three months ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Proceeds from sale of investment securities | $ | — | $ | 59,464 | |||||||
| Gross gains | — | 519 | |||||||||
| Gross losses | 40 | 180 | |||||||||
During the three months ended March 31, 2020, a loss of $40 thousand was recorded to write-down an equity security to market value, compared to net investment security gains of $339 thousand for the three months ended March 31, 2019. Investment securities with a fair value of $377.0 million and $158.7 million at March 31, 2020 and December 31, 2019, respectively, were pledged to secure public funds and for other purposes as required or permitted by law.
NOTE 4. LOANS AND ALLOWANCE FOR LOAN LOSSES
The Company’s loan portfolio is grouped into classes to allow management to monitor the performance by the borrower and to monitor the yield on the portfolio. Consistent with ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Loan Losses, the segments are further broken down into classes to allow for differing risk characteristics within a segment.
The risks associated with lending activities differ among the various loan classes and are subject to the impact of changes in interest rates, market conditions of collateral securing the loans, and general economic conditions. All of these factors may adversely impact both the borrower’s ability to repay its loans and associated collateral.
The Company has various types of commercial real estate loans, which have differing levels of credit risk. Owner occupied commercial real estate loans are generally dependent upon the successful operation of the borrower’s business, with the cash flows generated from the business being the primary source of repayment of the loan. If the business suffers a downturn in sales or profitability, the borrower’s ability to repay the loan could be in jeopardy.
Non-owner occupied and multi-family commercial real estate loans and non-owner occupied residential loans present a different credit risk to the Company than owner occupied commercial real estate loans, as the repayment of the loan is dependent upon the borrower’s ability to generate a sufficient level of occupancy to produce rental income that exceeds debt service requirements and operating expenses. Lower occupancy or lease rates may result in a reduction in cash flows, which hinders the ability of the borrower to meet debt service requirements, and may result in lower collateral values. The Company generally recognizes that greater risk is inherent in these credit relationships as compared to owner occupied loans mentioned above.
Acquisition and development loans consist of 1-4 family residential construction and commercial and land development loans. The risk of loss on these loans is largely dependent on the Company’s ability to assess the property’s value at the completion of the project, which should exceed the property’s construction costs. During the construction phase, a number of
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factors could potentially negatively impact the collateral value, including cost overruns, delays in completing the project, competition, and real estate market conditions which may change based on the supply of similar properties in the area. In the event the collateral value at the completion of the project is not sufficient to cover the outstanding loan balance, the Company must rely upon other repayment sources, including, if any, the guarantors of the project or other collateral securing the loan.
Commercial and industrial loans include advances to local and regional businesses for general commercial purposes and include permanent and short-term working capital, machinery and equipment financing, and may be either in the form of lines of credit or term loans. Although commercial and industrial loans may be unsecured to our highest-rated borrowers, the majority of these loans are secured by the borrower’s accounts receivable, inventory and machinery and equipment. In a significant number of these loans, the collateral also includes the business real estate or the business owner’s personal real estate or assets. Commercial and industrial loans present credit exposure to the Company, as they are more susceptible to risk of loss during a downturn in the economy as borrowers may have greater difficulty in meeting their debt service requirements and the value of the collateral may decline. The Company attempts to mitigate this risk through its underwriting standards, including evaluating the creditworthiness of the borrower and, to the extent available, credit ratings on the business. Additionally, monitoring of the loans through annual renewals and meetings with the borrowers are typical. However, these procedures cannot eliminate the risk of loss associated with commercial and industrial lending.
Municipal loans consist of extensions of credit to municipalities and school districts within the Company’s market area. These loans generally present a lower risk than commercial and industrial loans, as they are generally secured by the municipality’s full taxing authority, by revenue obligations, or by its ability to raise assessments on its customers for a specific utility.
The Company originates loans to its retail customers, including fixed-rate and adjustable first lien mortgage loans with the underlying 1-4 family owner occupied residential property securing the loan. The Company’s risk exposure is minimized in these types of loans through the evaluation of the creditworthiness of the borrower, including credit scores and debt-to-income ratios, and underwriting standards which limit the loan-to-value ratio to generally no more than 80% upon loan origination, unless the borrower obtains private mortgage insurance.
Home equity loans, including term loans and lines of credit, present a slightly higher risk to the Company than 1-4 family first liens, as these loans can be first or second liens on 1-4 family owner occupied residential property, but can have loan-to-value ratios of no greater than 90% of the value of the real estate taken as collateral. The creditworthiness of the borrower is considered including credit scores and debt-to-income ratios.
Installment and other loans’ credit risk are mitigated through prudent underwriting standards, including evaluation of the creditworthiness of the borrower through credit scores and debt-to-income ratios and, if secured, the collateral value of the assets. These loans can be unsecured or secured by assets the value of which may depreciate quickly or may fluctuate, and may present a greater risk to the Company than 1-4 family residential loans.
19
The following table presents the loan portfolio by segment and class, excluding residential mortgage LHFS, at March 31, 2020 and December 31, 2019:
| March 31, 2020 | December 31, 2019 | ||||||||||
| Commercial real estate: | |||||||||||
| Owner occupied | $ | 168,586 | $ | 170,884 | |||||||
| Non-owner occupied | 377,933 | 361,050 | |||||||||
| Multi-family | 107,797 | 106,893 | |||||||||
| Non-owner occupied residential | 118,773 | 120,038 | |||||||||
| Acquisition and development: | |||||||||||
| 1-4 family residential construction | 13,037 | 15,865 | |||||||||
| Commercial and land development | 49,348 | 41,538 | |||||||||
| Commercial and industrial | 235,791 | 214,554 | |||||||||
| Municipal | 46,551 | 47,057 | |||||||||
| Residential mortgage: | |||||||||||
| First lien | 324,766 | 336,372 | |||||||||
| Home equity - term | 13,337 | 14,030 | |||||||||
| Home equity - lines of credit | 165,375 | 165,314 | |||||||||
| Installment and other loans | 35,654 | 50,735 | |||||||||
| Total Loans | $ | 1,656,948 | $ | 1,644,330 | |||||||
In order to monitor ongoing risk associated with its loan portfolio and specific loans within the segments, management uses an internal grading system. The first several rating categories, representing the lowest risk to the Bank, are combined and given a “Pass” rating. Management generally follows regulatory definitions in assigning criticized ratings to loans, including "Special Mention," "Substandard," "Doubtful" or "Loss." The Special Mention category includes loans that have potential weaknesses that may, if not monitored or corrected, weaken the asset or inadequately protect the Bank's position at some future date. These assets pose elevated risk, but their weakness does not yet justify a more severe, or classified rating. Substandard loans are classified as they have a well-defined weakness, or weaknesses that jeopardize liquidation of the debt. These loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Substandard loans include loans that management has determined not to be impaired, as well as loans considered to be impaired. A Doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the asset, its classification as Loss is deferred. Loss loans are considered uncollectible, as the borrowers are often in bankruptcy, have suspended debt repayments, or have ceased business operations. Once a loan is classified as Loss, there is little prospect of collecting the loan’s principal or interest and it is charged-off.
The Company has a loan review policy and program which is designed to identify and monitor risk in the lending function. The Management ERM Committee, comprised of executive officers and loan department personnel, is charged with the oversight of overall credit quality and risk exposure of the Company's loan portfolio. This includes the monitoring of the lending activities of all Company personnel with respect to underwriting and processing new loans and the timely follow-up and corrective action for loans showing signs of deterioration in quality. A loan review program provides the Company with an independent review of the commercial loan portfolio on an ongoing basis. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as extended delinquencies, bankruptcy, repossession or death of the borrower occurs, which heightens awareness as to a possible credit event.
Internal loan reviews are completed annually on all commercial relationships with a committed loan balance in excess of $500 thousand, which includes confirmation of risk rating by an independent credit officer. In addition, all commercial relationships greater than $500 thousand rated Substandard, Doubtful or Loss are reviewed quarterly and corresponding risk ratings are reaffirmed by the Company's Problem Loan Committee, with subsequent reporting to the Management ERM Committee and the Board of Directors.
20
The following table summarizes the Company’s loan portfolio ratings based on its internal risk rating system at March 31, 2020 and December 31, 2019:
| Pass | Special Mention | Non-Impaired Substandard | Impaired - Substandard | Doubtful | PCI Loans | Total | |||||||||||||||||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||||||||||||||
| Owner occupied | $ | 152,679 | $ | 4,538 | $ | 3,013 | $ | 3,487 | $ | — | $ | 4,869 | $ | 168,586 | |||||||||||||||||||||||||||
| Non-owner occupied | 361,029 | 15,996 | — | — | — | 908 | 377,933 | ||||||||||||||||||||||||||||||||||
| Multi-family | 102,838 | 3,951 | 672 | 336 | — | — | 107,797 | ||||||||||||||||||||||||||||||||||
| Non-owner occupied residential | 111,102 | 4,374 | 1,380 | 340 | — | 1,577 | 118,773 | ||||||||||||||||||||||||||||||||||
| Acquisition and development: | |||||||||||||||||||||||||||||||||||||||||
| 1-4 family residential construction | 12,523 | 514 | — | — | — | — | 13,037 | ||||||||||||||||||||||||||||||||||
| Commercial and land development | 47,762 | 200 | 549 | 837 | — | — | 49,348 | ||||||||||||||||||||||||||||||||||
| Commercial and industrial | 222,152 | 967 | 8,108 | 840 | — | 3,724 | 235,791 | ||||||||||||||||||||||||||||||||||
| Municipal | 42,221 | 4,330 | — | — | — | — | 46,551 | ||||||||||||||||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||||||||||||||
| First lien | 316,296 | — | — | 2,188 | — | 6,282 | 324,766 | ||||||||||||||||||||||||||||||||||
| Home equity - term | 13,233 | 72 | — | 12 | — | 20 | 13,337 | ||||||||||||||||||||||||||||||||||
| Home equity - lines of credit | 164,549 | 73 | 36 | 717 | — | — | 165,375 | ||||||||||||||||||||||||||||||||||
| Installment and other loans | 35,540 | — | — | 20 | — | 94 | 35,654 | ||||||||||||||||||||||||||||||||||
| $ | 1,581,924 | $ | 35,015 | $ | 13,758 | $ | 8,777 | $ | — | $ | 17,474 | $ | 1,656,948 | ||||||||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||||||||||||||
| Owner occupied | $ | 151,161 | $ | 4,513 | $ | 3,163 | $ | 5,872 | $ | — | $ | 6,175 | $ | 170,884 | |||||||||||||||||||||||||||
| Non-owner occupied | 342,753 | 17,152 | — | — | — | 1,145 | 361,050 | ||||||||||||||||||||||||||||||||||
| Multi-family | 100,361 | 4,822 | 682 | 345 | — | 683 | 106,893 | ||||||||||||||||||||||||||||||||||
| Non-owner occupied residential | 111,697 | 4,534 | 1,115 | 235 | — | 2,457 | 120,038 | ||||||||||||||||||||||||||||||||||
| Acquisition and development: | |||||||||||||||||||||||||||||||||||||||||
| 1-4 family residential construction | 15,865 | — | — | — | — | — | 15,865 | ||||||||||||||||||||||||||||||||||
| Commercial and land development | 39,939 | 206 | 1,393 | — | — | — | 41,538 | ||||||||||||||||||||||||||||||||||
| Commercial and industrial | 198,951 | 1,133 | 8,899 | 1,763 | — | 3,808 | 214,554 | ||||||||||||||||||||||||||||||||||
| Municipal | 42,649 | 4,408 | — | — | — | — | 47,057 | ||||||||||||||||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||||||||||||||
| First lien | 323,040 | 978 | — | 2,590 | — | 9,764 | 336,372 | ||||||||||||||||||||||||||||||||||
| Home equity - term | 13,774 | 74 | 149 | 13 | — | 20 | 14,030 | ||||||||||||||||||||||||||||||||||
| Home equity - lines of credit | 164,469 | 74 | 38 | 733 | — | — | 165,314 | ||||||||||||||||||||||||||||||||||
| Installment and other loans | 50,497 | — | — | 85 | — | 153 | 50,735 | ||||||||||||||||||||||||||||||||||
| $ | 1,555,156 | $ | 37,894 | $ | 15,439 | $ | 11,636 | $ | — | $ | 24,205 | $ | 1,644,330 | ||||||||||||||||||||||||||||
For commercial real estate, acquisition and development and commercial and industrial loans, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by
21
management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Generally, loans that are more than 90 days past due are deemed impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed to determine if the loan should be placed on nonaccrual status. Nonaccrual loans in the commercial and commercial real estate portfolios and any TDRs are, by definition, deemed to be impaired. Impairment is measured on a loan-by-loan basis for commercial, construction and restructured loans by either the present value of the expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. A loan is collateral dependent if the repayment of the loan is expected to be provided solely by the underlying collateral. For loans that are deemed to be impaired for extended periods of time, periodic updates on fair values are obtained, which may include updated appraisals. Updated fair values are incorporated into the impairment analysis in the next reporting period.
Loan charge-offs, which may include partial charge-offs, are taken on an impaired loan that is collateral dependent if the loan’s carrying balance exceeds its collateral’s appraised value, the loan has been identified as uncollectible, and it is deemed to be a confirmed loss. Typically, impaired loans with a charge-off or partial charge-off will continue to be considered impaired, unless the note is split into two, and management expects the performing note to continue to perform and is adequately secured. The second, or non-performing note, would be charged-off. Generally, an impaired loan with a partial charge-off may continue to have an impairment reserve on it after the partial charge-off, if factors warrant.
At March 31, 2020 and December 31, 2019, nearly all of the Company’s loan impairments were measured based on the estimated fair value of the collateral securing the loan, except for TDRs. By definition, TDRs are considered impaired. All TDR impairment analyses are initially based on discounted cash flows for those loans. For real estate loans, collateral generally consists of commercial real estate, but in the case of commercial and industrial loans, it could also consist of accounts receivable, inventory, equipment or other business assets. Commercial and industrial loans may also have real estate collateral.
Updated appraisals are generally required every 18 months for classified commercial loans in excess of $250 thousand. The “as is" value provided in the appraisal is often used as the fair value of the collateral in determining impairment, unless circumstances, such as subsequent improvements, approvals, or other circumstances, dictate that another value than that provided by the appraiser is more appropriate.
Generally, impaired commercial loans secured by real estate, other than performing TDRs, are measured at fair value using certified real estate appraisals that had been completed within the last 18 months. Appraised values are discounted for estimated costs to sell the property and other selling considerations to arrive at the property’s fair value. In those situations in which it is determined an updated appraisal is not required for loans individually evaluated for impairment, fair values are based on either an existing appraisal or a discounted cash flow analysis as determined by management. The approaches are discussed below:
•Existing appraisal – if the existing appraisal provides a strong loan-to-value ratio (generally 70% or lower) and, after consideration of market conditions and knowledge of the property and area, it is determined by the Credit Administration staff that there has not been a significant deterioration in the collateral value, the existing certified appraised value may be used. Discounts to the appraised value, as deemed appropriate for selling costs, are factored into the fair value.
•Discounted cash flows – in limited cases, discounted cash flows may be used on projects in which the collateral is liquidated to reduce the borrowings outstanding, and is used to validate collateral values derived from other approaches.
Collateral on certain impaired loans is not limited to real estate, and may consist of accounts receivable, inventory, equipment or other business assets. Estimated fair values are determined based on borrowers’ financial statements, inventory ledgers, accounts receivable aging or appraisals from individuals with knowledge in the business. Stated balances are generally discounted for the age of the financial information or the quality of the assets. In determining fair value, liquidation discounts are applied to this collateral based on existing loan evaluation policies.
The Company distinguishes substandard loans on both an impaired and non-impaired basis, as it places less emphasis on a loan’s classification, and increased reliance on whether the loan was performing in accordance with the contractual terms. A substandard classification does not automatically meet the definition of impaired. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual extensions of credit classified as substandard. As a result, the Company’s methodology includes an evaluation of certain accruing commercial real estate, acquisition and development, and commercial and industrial loans rated substandard to be collectively evaluated for impairment. Although the Company believes
22
these loans meet the definition of substandard, they are generally performing and management has concluded that it is likely the Company will be able to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement.
Larger groups of smaller balance homogeneous loans are collectively evaluated for impairment. Generally, the Company does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.
The following table, which excludes PCI loans, summarizes impaired loans by segment and class, segregated by those for which a specific allowance was required and those for which a specific allowance was not required at March 31, 2020 and December 31, 2019. The recorded investment in loans excludes accrued interest receivable due to insignificance. Related allowances established generally pertain to those loans in which loan forbearance agreements were in the process of being negotiated or updated appraisals were pending, and any partial charge-off will be recorded when final information is received.
| Impaired Loans with a Specific Allowance | Impaired Loans with No Specific Allowance | ||||||||||||||||||||||||||||
| Recorded Investment (Book Balance) | Unpaid Principal Balance (Legal Balance) | Related Allowance | Recorded Investment (Book Balance) | Unpaid Principal Balance (Legal Balance) | |||||||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||
| Owner-occupied | $ | — | $ | — | $ | — | $ | 3,487 | $ | 4,246 | |||||||||||||||||||
| Multi-family | — | — | — | 336 | 565 | ||||||||||||||||||||||||
| Non-owner occupied residential | — | — | — | 340 | 537 | ||||||||||||||||||||||||
| Acquisition and development: | |||||||||||||||||||||||||||||
| Commercial and land development | — | — | — | 837 | 875 | ||||||||||||||||||||||||
| Commercial and industrial | — | — | — | 840 | 2,159 | ||||||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||
| First lien | 724 | 724 | 37 | 1,464 | 2,777 | ||||||||||||||||||||||||
| Home equity—term | — | — | — | 12 | 14 | ||||||||||||||||||||||||
| Home equity—lines of credit | — | — | — | 717 | 1,028 | ||||||||||||||||||||||||
| Installment and other loans | — | — | — | 20 | 30 | ||||||||||||||||||||||||
| $ | 724 | $ | 724 | $ | 37 | $ | 8,053 | $ | 12,231 | ||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||
| Owner-occupied | $ | — | $ | — | $ | — | $ | 5,872 | $ | 8,086 | |||||||||||||||||||
| Multi-family | — | — | — | 345 | 569 | ||||||||||||||||||||||||
| Non-owner occupied residential | — | — | — | 235 | 422 | ||||||||||||||||||||||||
| Commercial and industrial | — | — | — | 1,763 | 3,361 | ||||||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||
| First lien | 425 | 425 | 36 | 2,165 | 3,164 | ||||||||||||||||||||||||
| Home equity—term | — | — | — | 13 | 15 | ||||||||||||||||||||||||
| Home equity—lines of credit | — | — | — | 733 | 1,077 | ||||||||||||||||||||||||
| Installment and other loans | — | — | — | 85 | 97 | ||||||||||||||||||||||||
| $ | 425 | $ | 425 | $ | 36 | $ | 11,211 | $ | 16,791 | ||||||||||||||||||||
23
The following table, which excludes PCI loans, summarizes the average recorded investment in impaired loans and related recognized interest income for the three months ended March 31, 2020 and 2019:
| 2020 | 2019 | ||||||||||||||||||||||
| Average Impaired Balance | Interest Income Recognized | Average Impaired Balance | Interest Income Recognized | ||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||
| Owner occupied | $ | 5,234 | $ | 1 | $ | 1,863 | $ | — | |||||||||||||||
| Non-owner occupied | — | — | — | — | |||||||||||||||||||
| Multi-family | 341 | — | 127 | — | |||||||||||||||||||
| Non-owner occupied residential | 257 | — | 301 | — | |||||||||||||||||||
| Acquisition and development: | |||||||||||||||||||||||
| 1-4 family residential construction | — | — | — | — | |||||||||||||||||||
| Commercial and land development | 209 | — | — | — | |||||||||||||||||||
| Commercial and industrial | 1,313 | — | 277 | — | |||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||
| First lien | 2,400 | 12 | 2,788 | 15 | |||||||||||||||||||
| Home equity - term | 12 | — | 15 | — | |||||||||||||||||||
| Home equity - lines of credit | 726 | — | 758 | — | |||||||||||||||||||
| Installment and other loans | 46 | — | 7 | — | |||||||||||||||||||
| $ | 10,538 | $ | 13 | $ | 6,136 | $ | 15 | ||||||||||||||||
The following table presents impaired loans that are TDRs, with the recorded investment at March 31, 2020 and December 31, 2019:
| March 31, 2020 | December 31, 2019 | ||||||||||||||||||||||
| Number of Contracts | Recorded Investment | Number of Contracts | Recorded Investment | ||||||||||||||||||||
| Accruing: | |||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||
| Owner occupied | 1 | $ | 29 | 1 | $ | 30 | |||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||
| First lien | 9 | 925 | 9 | 931 | |||||||||||||||||||
| Home equity - lines of credit | 1 | 17 | 1 | 18 | |||||||||||||||||||
| 11 | 971 | 11 | 979 | ||||||||||||||||||||
| Nonaccruing: | |||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||
| Owner occupied | 2 | 218 | 4 | 1,909 | |||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||
| First lien | 5 | 350 | 5 | 359 | |||||||||||||||||||
| 7 | 568 | 9 | 2,268 | ||||||||||||||||||||
| 18 | $ | 1,539 | 20 | $ | 3,247 | ||||||||||||||||||
There were zero new TDR's for the three months ended March 31, 2020 and 2019.
24
Management further monitors the performance and credit quality of the loan portfolio by analyzing the length of time a portfolio is past due, by aggregating loans based on its delinquencies. The following table presents the classes of loan portfolio summarized by aging categories of performing loans and nonaccrual loans at March 31, 2020 and December 31, 2019:
| Days Past Due | |||||||||||||||||||||||||||||||||||||||||
| Current | 30-59 | 60-89 | 90+ (still accruing) | Total Past Due | Non- Accrual | Total Loans | |||||||||||||||||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||||||||||||||
| Owner occupied | $ | 156,194 | $ | 4,065 | $ | — | $ | — | $ | 4,065 | $ | 3,458 | $ | 163,717 | |||||||||||||||||||||||||||
| Non-owner occupied | 377,025 | — | — | — | — | — | 377,025 | ||||||||||||||||||||||||||||||||||
| Multi-family | 107,180 | 281 | — | — | 281 | 336 | 107,797 | ||||||||||||||||||||||||||||||||||
| Non-owner occupied residential | 116,222 | 634 | — | — | 634 | 340 | 117,196 | ||||||||||||||||||||||||||||||||||
| Acquisition and development: | |||||||||||||||||||||||||||||||||||||||||
| 1-4 family residential construction | 12,780 | 257 | — | — | 257 | — | 13,037 | ||||||||||||||||||||||||||||||||||
| Commercial and land development | 48,495 | 16 | — | — | 16 | 837 | 49,348 | ||||||||||||||||||||||||||||||||||
| Commercial and industrial | 230,859 | 367 | — | 1 | 368 | 840 | 232,067 | ||||||||||||||||||||||||||||||||||
| Municipal | 46,551 | — | — | — | — | — | 46,551 | ||||||||||||||||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||||||||||||||
| First lien | 305,689 | 10,705 | 621 | 206 | 11,532 | 1,263 | 318,484 | ||||||||||||||||||||||||||||||||||
| Home equity - term | 13,302 | 3 | — | — | 3 | 12 | 13,317 | ||||||||||||||||||||||||||||||||||
| Home equity - lines of credit | 164,049 | 475 | 151 | — | 626 | 700 | 165,375 | ||||||||||||||||||||||||||||||||||
| Installment and other loans | 35,235 | 260 | 45 | — | 305 | 20 | 35,560 | ||||||||||||||||||||||||||||||||||
| Subtotal | 1,613,581 | 17,063 | 817 | 207 | 18,087 | 7,806 | 1,639,474 | ||||||||||||||||||||||||||||||||||
| Loans acquired with credit deterioration: | |||||||||||||||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||||||||||||||
| Owner occupied | 3,199 | 1,545 | — | 125 | 1,670 | — | 4,869 | ||||||||||||||||||||||||||||||||||
| Non-owner occupied | 338 | — | — | 570 | 570 | — | 908 | ||||||||||||||||||||||||||||||||||
| Non-owner occupied residential | 1,296 | 1 | — | 280 | 281 | — | 1,577 | ||||||||||||||||||||||||||||||||||
| Commercial and industrial | 3,708 | — | — | 16 | 16 | — | 3,724 | ||||||||||||||||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||||||||||||||
| First lien | 3,551 | 1,814 | — | 917 | 2,731 | — | 6,282 | ||||||||||||||||||||||||||||||||||
| Home equity - term | 16 | 4 | — | — | 4 | — | 20 | ||||||||||||||||||||||||||||||||||
| Installment and other loans | 67 | 10 | 17 | — | 27 | — | 94 | ||||||||||||||||||||||||||||||||||
| Subtotal | 12,175 | 3,374 | 17 | 1,908 | 5,299 | — | 17,474 | ||||||||||||||||||||||||||||||||||
| $ | 1,625,756 | $ | 20,437 | $ | 834 | $ | 2,115 | $ | 23,386 | $ | 7,806 | $ | 1,656,948 | ||||||||||||||||||||||||||||
25
| Days Past Due | |||||||||||||||||||||||||||||||||||||||||
| Current | 30-59 | 60-89 | 90+ (still accruing) | Total Past Due | Non- Accrual | Total Loans | |||||||||||||||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||||||||||||||
| Owner occupied | $ | 158,723 | $ | 144 | $ | — | $ | — | $ | 144 | $ | 5,842 | $ | 164,709 | |||||||||||||||||||||||||||
| Non-owner occupied | 359,425 | 480 | — | — | 480 | — | 359,905 | ||||||||||||||||||||||||||||||||||
| Multi-family | 105,865 | — | — | — | — | 345 | 106,210 | ||||||||||||||||||||||||||||||||||
| Non-owner occupied residential | 116,370 | 841 | 66 | 69 | 976 | 235 | 117,581 | ||||||||||||||||||||||||||||||||||
| Acquisition and development: | |||||||||||||||||||||||||||||||||||||||||
| 1-4 family residential construction | 15,587 | 278 | — | — | 278 | — | 15,865 | ||||||||||||||||||||||||||||||||||
| Commercial and land development | 40,403 | 1,135 | — | — | 1,135 | — | 41,538 | ||||||||||||||||||||||||||||||||||
| Commercial and industrial | 208,668 | 315 | — | — | 315 | 1,763 | 210,746 | ||||||||||||||||||||||||||||||||||
| Municipal | 47,057 | — | — | — | — | — | 47,057 | ||||||||||||||||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||||||||||||||
| First lien | 314,473 | 9,092 | 1,234 | 150 | 10,476 | 1,659 | 326,608 | ||||||||||||||||||||||||||||||||||
| Home equity - term | 13,993 | — | 4 | — | 4 | 13 | 14,010 | ||||||||||||||||||||||||||||||||||
| Home equity - lines of credit | 163,907 | 417 | 275 | — | 692 | 715 | 165,314 | ||||||||||||||||||||||||||||||||||
| Installment and other loans | 50,224 | 236 | 37 | — | 273 | 85 | 50,582 | ||||||||||||||||||||||||||||||||||
| Subtotal | 1,594,695 | 12,938 | 1,616 | 219 | 14,773 | 10,657 | 1,620,125 | ||||||||||||||||||||||||||||||||||
| Loans acquired with credit deterioration: | |||||||||||||||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||||||||||||||
| Owner occupied | 6,015 | — | 129 | 31 | 160 | — | 6,175 | ||||||||||||||||||||||||||||||||||
| Non-owner occupied | 564 | — | — | 581 | 581 | — | 1,145 | ||||||||||||||||||||||||||||||||||
| Multi-family | 683 | — | — | — | — | — | 683 | ||||||||||||||||||||||||||||||||||
| Non-owner occupied residential | 1,710 | 105 | 111 | 531 | 747 | — | 2,457 | ||||||||||||||||||||||||||||||||||
| Commercial and industrial | 3,792 | — | — | 16 | 16 | — | 3,808 | ||||||||||||||||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||||||||||||||
| First lien | 6,308 | 1,857 | 745 | 854 | 3,456 | — | 9,764 | ||||||||||||||||||||||||||||||||||
| Home equity - term | 16 | 4 | — | — | 4 | — | 20 | ||||||||||||||||||||||||||||||||||
| Installment and other loans | 131 | 22 | — | — | 22 | — | 153 | ||||||||||||||||||||||||||||||||||
| Subtotal | 19,219 | 1,988 | 985 | 2,013 | 4,986 | — | 24,205 | ||||||||||||||||||||||||||||||||||
| $ | 1,613,914 | $ | 14,926 | $ | 2,601 | $ | 2,232 | $ | 19,759 | $ | 10,657 | $ | 1,644,330 | ||||||||||||||||||||||||||||
The Company maintains its ALL at a level management believes adequate for probable incurred credit losses. The ALL is established and maintained through a provision for loan losses charged to earnings. Quarterly, management assesses the adequacy of the ALL utilizing a defined methodology which considers specific credit evaluation of impaired loans as discussed above, past loan loss historical experience, and qualitative factors. Management believes its approach properly addresses relevant accounting guidance for loans individually identified as impaired and for loans collectively evaluated for impairment, and other bank regulatory guidance.
In connection with its quarterly evaluation of the adequacy of the ALL, management reviews its methodology to determine if it properly addresses the current risk in the loan portfolio. For each loan class, general allowances based on quantitative factors, principally historical loss trends, are provided for loans that are collectively evaluated for impairment. An
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adjustment to historical loss factors may be incorporated for delinquency and other potential risk not elsewhere defined within the ALL methodology.
In addition to this quantitative analysis, adjustments to the ALL requirements are allocated on loans collectively evaluated for impairment based on additional qualitative factors, including:
Nature and Volume of Loans – including loan growth in the current and subsequent quarters based on the Company’s targeted growth and strategic plan, coupled with the types of loans booked based on risk management and credit culture; the number of exceptions to loan policy; and supervisory loan to value exceptions.
Concentrations of Credit and Changes within Credit Concentrations – including the composition of the Company’s overall portfolio makeup and management's evaluation related to concentration risk management and the inherent risk associated with the concentrations identified.
Underwriting Standards and Recovery Practices – including changes to underwriting standards and perceived impact on anticipated losses; trends in the number of exceptions to loan policy; supervisory loan to value exceptions; and administration of loan recovery practices.
Delinquency Trends – including delinquency percentages noted in the portfolio relative to economic conditions; severity of the delinquencies; and whether the ratios are trending upwards or downwards.
Classified Loans Trends – including internal loan ratings of the portfolio; severity of the ratings; whether the loan segment’s ratings show a more favorable or less favorable trend; and underlying market conditions and impact on the collateral values securing the loans.
Experience, Ability and Depth of Management/Lending staff – including the years’ experience of senior and middle management and the lending staff; turnover of the staff; and instances of repeat criticisms of ratings.
Quality of Loan Review – including the years of experience of the loan review staff; in-house versus outsourced provider of review; turnover of staff and the perceived quality of their work in relation to other external information.
National and Local Economic Conditions – including trends in the consumer price index, unemployment rates, the housing price index, housing statistics compared to the prior year, bankruptcy rates, regulatory and legal environment risks and competition. This factor was increased in the three months ended March 31, 2020 due to the anticipated impact of the COVID-19 pandemic on the Bank's loan portfolio.
The following table presents the activity in the ALL for the three months ended March 31, 2020 and 2019:
| Commercial | Consumer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate | Acquisition and Development | Commercial and Industrial | Municipal | Total | Residential Mortgage | Installment and Other | Total | Unallocated | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | 7,634 | $ | 959 | $ | 2,356 | $ | 100 | $ | 11,049 | $ | 3,147 | $ | 319 | $ | 3,466 | $ | 140 | $ | 14,655 | |||||||||||||||||||||||||||||||||||||||
| Provision for loan losses | 383 | 71 | 322 | (1) | 775 | 77 | 42 | 119 | 31 | 925 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Charge-offs | — | — | (75) | — | (75) | (91) | (72) | (163) | — | (238) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Recoveries | 403 | 3 | 44 | — | 450 | 6 | 5 | 11 | — | 461 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, end of period | $ | 8,420 | $ | 1,033 | $ | 2,647 | $ | 99 | $ | 12,199 | $ | 3,139 | $ | 294 | $ | 3,433 | $ | 171 | $ | 15,803 | |||||||||||||||||||||||||||||||||||||||
| March 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | 6,876 | $ | 817 | $ | 1,656 | $ | 98 | $ | 9,447 | $ | 3,753 | $ | 244 | $ | 3,997 | $ | 570 | $ | 14,014 | |||||||||||||||||||||||||||||||||||||||
| Provision for loan losses | 103 | 150 | 159 | — | 412 | 189 | (26) | 163 | (175) | 400 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Charge-offs | (25) | — | (43) | — | (68) | (246) | (20) | (266) | — | (334) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Recoveries | 71 | 2 | 42 | — | 115 | 69 | 19 | 88 | — | 203 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, end of period | $ | 7,025 | $ | 969 | $ | 1,814 | $ | 98 | $ | 9,906 | $ | 3,765 | $ | 217 | $ | 3,982 | $ | 395 | $ | 14,283 | |||||||||||||||||||||||||||||||||||||||
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The following table summarizes the ending loan balance individually evaluated for impairment based upon loan segment, as well as the related ALL loss allocation for each at March 31, 2020 and December 31, 2019. PCI loans are excluded from loans individually evaluated for impairment.
| Commercial | Consumer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate | Acquisition and Development | Commercial and Industrial | Municipal | Total | Residential Mortgage | Installment and Other | Total | Unallocated | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loans allocated by: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Individually evaluated for impairment | $ | 4,163 | $ | 837 | $ | 840 | $ | — | $ | 5,840 | $ | 2,917 | $ | 20 | $ | 2,937 | $ | — | $ | 8,777 | |||||||||||||||||||||||||||||||||||||||
Collectively evaluated for impairment | 768,926 | 61,548 | 234,951 | 46,551 | 1,111,976 | 500,561 | 35,634 | 536,195 | — | 1,648,171 | |||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 773,089 | $ | 62,385 | $ | 235,791 | $ | 46,551 | $ | 1,117,816 | $ | 503,478 | $ | 35,654 | $ | 539,132 | $ | — | $ | 1,656,948 | ||||||||||||||||||||||||||||||||||||||||
ALL allocated by: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Individually evaluated for impairment | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 37 | $ | — | $ | 37 | $ | — | $ | 37 | |||||||||||||||||||||||||||||||||||||||
Collectively evaluated for impairment | 8,420 | 1,033 | 2,647 | 99 | 12,199 | 3,102 | 294 | 3,396 | 171 | 15,766 | |||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 8,420 | $ | 1,033 | $ | 2,647 | $ | 99 | $ | 12,199 | $ | 3,139 | $ | 294 | $ | 3,433 | $ | 171 | $ | 15,803 | ||||||||||||||||||||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loans allocated by: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Individually evaluated for impairment | $ | 6,452 | $ | — | $ | 1,763 | $ | — | $ | 8,215 | $ | 3,336 | $ | 85 | $ | 3,421 | $ | — | $ | 11,636 | |||||||||||||||||||||||||||||||||||||||
Collectively evaluated for impairment | 752,413 | 57,403 | 212,791 | 47,057 | 1,069,664 | 512,380 | 50,650 | 563,030 | — | 1,632,694 | |||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 758,865 | $ | 57,403 | $ | 214,554 | $ | 47,057 | $ | 1,077,879 | $ | 515,716 | $ | 50,735 | $ | 566,451 | $ | — | $ | 1,644,330 | ||||||||||||||||||||||||||||||||||||||||
ALL allocated by: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Individually evaluated for impairment | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 36 | $ | — | $ | 36 | $ | — | $ | 36 | |||||||||||||||||||||||||||||||||||||||
Collectively evaluated for impairment | 7,634 | 959 | 2,356 | 100 | 11,049 | 3,111 | 319 | 3,430 | 140 | 14,619 | |||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 7,634 | $ | 959 | $ | 2,356 | $ | 100 | $ | 11,049 | $ | 3,147 | $ | 319 | $ | 3,466 | $ | 140 | $ | 14,655 | ||||||||||||||||||||||||||||||||||||||||
The following table provides activity for the accretable yield of PCI loans for the three months ended March 31, 2020 and 2019:
| Three Months Ended | ||||||||||||||
| March 31, 2020 | March 31, 2019 | |||||||||||||
| Accretable yield, beginning of period | $ | 6,950 | $ | 2,065 | ||||||||||
| Additions (1) | 570 | — | ||||||||||||
| Accretion of income | (598) | (171) | ||||||||||||
| Reclassifications from nonaccretable difference due to improvement in expected cash flows | 17 | — | ||||||||||||
| Other changes, net (2) | (2,525) | — | ||||||||||||
| Accretable yield, end of period | $ | 4,414 | $ | 1,894 | ||||||||||
(1) This amount reflects a measurement period adjustment during three months ended March 31, 2020 for Hamilton loans that should have been in the PCI pool at the acquisition date.
(2) This balance represents the impact of purchase credit impaired loans sold during the three months ended March 31, 2020.
NOTE 5. LEASES
A lease provides the lessee the right to control the use of an identified asset for a period of time in exchange for consideration. The Company has primarily entered into operating leases for branches and office space. Most of the Company's leases contain renewal options, which the Company is reasonably certain to exercise. Including renewal options, the
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Company's leases range from three years to 50 years. Operating lease right-of-use assets and lease liabilities are included in other assets and accrued interest and other liabilities on the Company's unaudited condensed consolidated balance sheets.
The Company uses its incremental borrowing rate to determine the present value of the lease payments, as the rate implicit in the Company's leases is not readily determinable. Lease agreements that contain non-lease components are generally accounted for as a single lease component, while variable costs, such as common area maintenance expenses and property taxes, are expensed as incurred.
The following table presents information related to the Company's operating leases at March 31, 2020 and December 31, 2019:
| March 31, 2020 | December 31, 2019 | ||||||||||
| Operating lease ROU assets | $ | 8,985 | $ | 9,222 | |||||||
| Operating lease ROU liabilities | 9,478 | 9,688 | |||||||||
| Weighted-average remaining lease term (in years) | 17.9 | 17.6 | |||||||||
| Weighted-average discount rate | 4.6 | % | 4.5 | % | |||||||
The following table presents information related to the Company's operating leases for the three months ended March 31, 2020 and 2019:
| Three Months Ended | |||||||||||
| March 31, 2020 | March 31, 2019 | ||||||||||
| Cash paid for operating lease liabilities | $ | 318 | $ | 180 | |||||||
| Operating lease expense | 380 | 253 | |||||||||
The following table presents expected future maturities of the Company's lease liabilities as of March 31, 2020:
| Remainder of 2020 | $ | 961 | |||
| 2021 | 1,147 | ||||
| 2022 | 727 | ||||
| 2023 | 748 | ||||
| 2024 | 738 | ||||
| Thereafter | 10,549 | ||||
| 14,870 | |||||
| Less: imputed interest | 5,392 | ||||
| Total lease liabilities | $ | 9,478 | |||
NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS
The following table presents changes in goodwill at March 31, 2020 and December 31, 2019:
| March 31, 2020 | December 31, 2019 | ||||||||||
| Balance, beginning of year | $ | 19,925 | $ | 12,592 | |||||||
| Acquired goodwill | — | 7,029 | |||||||||
| Adjustments to acquired goodwill | 217 | 304 | |||||||||
| Balance, end of period | $ | 20,142 | $ | 19,925 | |||||||
Goodwill is not amortized but is reviewed for potential impairment on at least an annual basis, with testing between annual tests if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit. Due to the severe economic impact of COVID-19, the Company reviewed its goodwill for impairment. It was concluded that no
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impairment existed at March 31, 2020. Management will continue to evaluate current economic conditions to determine if a triggering event would impact the current valuations for these assets.
The following table presents changes in other intangible assets for the three months ended March 31, 2020 and 2019:
Three Months Ended | ||||||||||||||
| March 31, 2020 | March 31, 2019 | |||||||||||||
| Beginning of period | $ | 7,180 | $ | 3,910 | ||||||||||
| Amortization Expense | (463) | (208) | ||||||||||||
| Balance, end of period | $ | 6,717 | $ | 3,702 | ||||||||||
The following table presents the components of other identifiable intangible assets at March 31, 2020 and December 31, 2019:
| March 31, 2020 | December 31, 2019 | ||||||||||||||||||||||
| Gross Amount | Accumulated Amortization | Gross Amount | Accumulated Amortization | ||||||||||||||||||||
| Amortized intangible assets: | |||||||||||||||||||||||
| Core deposit intangibles | $ | 8,390 | $ | 1,868 | $ | 8,390 | $ | 1,493 | |||||||||||||||
| Other customer relationship intangibles | 524 | 353 | 524 | 338 | |||||||||||||||||||
| Non-compete agreement | 290 | 266 | 290 | 193 | |||||||||||||||||||
| Total | $ | 9,204 | $ | 2,487 | $ | 9,204 | $ | 2,024 | |||||||||||||||
The following table presents future estimated aggregate amortization expense for intangible assets remaining at March 31, 2020:
| Remainder of 2020 | $ | 1,128 | |||
| 2021 | 1,313 | ||||
| 2022 | 1,137 | ||||
| 2023 | 960 | ||||
| 2024 | 784 | ||||
| Thereafter | 1,395 | ||||
| $ | 6,717 | ||||
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NOTE 7. INCOME TAXES
The Company files income tax returns in the U.S. federal jurisdiction, the Commonwealth of Pennsylvania and the State of Maryland. The Company is no longer subject to tax examination by tax authorities for years before 2016.
The following table summarizes income tax expense for the three months ended March 31, 2020 and 2019:
| Three months ended March 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Current expense | $ | 28 | $ | 21 | ||||||||||
| Deferred expense | 1,011 | 211 | ||||||||||||
| Income tax expense | $ | 1,039 | $ | 232 | ||||||||||
The following table summarizes deferred tax assets and liabilities at March 31, 2020 and December 31, 2019:
| (Dollars in thousands) | March 31, 2020 | December 31, 2019 | |||||||||
| Deferred tax assets: | |||||||||||
| Allowance for loan losses | $ | 3,674 | $ | 3,418 | |||||||
| Deferred compensation | 414 | 415 | |||||||||
| Retirement and salary continuation plans | 2,384 | 2,357 | |||||||||
| Share-based compensation | 574 | 631 | |||||||||
| Off-balance sheet reserves | 231 | 234 | |||||||||
| Nonaccrual loan interest | 720 | 697 | |||||||||
| Net unrealized losses on AFS securities | 3,749 | 127 | |||||||||
| Purchase accounting adjustments | 3,042 | 4,081 | |||||||||
| Bonus accrual | 167 | 493 | |||||||||
| Low-income housing credit carryforward | 115 | — | |||||||||
| Net operating loss carryovers | 1,759 | 1,872 | |||||||||
| Other | 629 | 672 | |||||||||
| Total deferred tax assets | 17,458 | 14,997 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Depreciation | 443 | 452 | |||||||||
| Mortgage servicing rights | 694 | 694 | |||||||||
| Purchase accounting adjustments | 1,471 | 1,599 | |||||||||
| Other | 275 | 275 | |||||||||
| Total deferred tax liabilities | 2,883 | 3,020 | |||||||||
| Net deferred tax asset, included in other assets | $ | 14,575 | $ | 11,977 | |||||||
At March 31, 2020, the Company had acquired federal and state net operating loss carryforwards of $11.1 million and $6.7 million, respectively, subject to annual loss limitation limits, that expire through 2037. A deferred tax asset is recognized for these carryforwards because the benefit is more likely than not to be realized.
FASB ASC 740, Income Taxes, (“ASC 740”) clarifies the accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined in ASC 740 as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 was applied to all existing tax positions upon initial adoption. There was no liability for uncertain tax positions and no known unrecognized tax benefits at March 31, 2020 or December 31, 2019.
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NOTE 8. SHARE-BASED COMPENSATION PLANS
The Company maintains share-based compensation plans under the shareholder-approved 2011 Plan. The purpose of the share-based compensation plans is to provide officers, employees, and non-employee members of the Board of Directors of the Company with additional incentive to further the success of the Company. At March 31, 2020, 881,920 shares of the common stock of the Company were reserved to be issued and 360,111 shares were available to be issued.
The 2011 Plan incentive awards may consist of grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, deferred stock units and performance shares. All employees and members of the Board of Directors of the Company and its subsidiaries, are eligible to participate in the 2011 Plan. The 2011 Plan allows for the Compensation Committee of the Board of Directors to determine the type of incentive to be awarded, its term, manner of exercise, vesting and restrictions on shares. Generally, awards are nonqualified under the IRC, unless the awards are deemed to be incentive awards to employees at the Compensation Committee’s discretion.
The table below presents a summary of nonvested restricted shares activity for the three months ended March 31, 2020:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Nonvested shares, beginning of year | 228,758 | $ | 21.90 | ||||||||
| Granted | 97,167 | 21.22 | |||||||||
| Forfeited | (2,250) | 17.45 | |||||||||
| Vested | (34,497) | 22.35 | |||||||||
| Nonvested shares, at period end | 289,178 | $ | 21.65 | ||||||||
The following table presents restricted shares compensation expense, with tax benefit information, and fair value of shares vested, for the three months ended March 31, 2020 and 2019:
| Three months ended March 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Restricted share award expense | $ | 519 | $ | 496 | ||||||||||
| Restricted share award tax benefit | 109 | 110 | ||||||||||||
| Fair value of shares vested | 742 | 444 | ||||||||||||
The unrecognized compensation expense related to the share awards totaled $3.6 million at March 31, 2020 and $2.2 million at December 31, 2019. The unrecognized compensation expense at March 31, 2020 is expected to be recognized over a weighted-average period of 2.2 years.
The following table presents a summary of outstanding stock options activity for the three months ended March 31, 2020:
| Shares | Weighted Average Exercise Price | ||||||||||
| Outstanding, beginning of year | 30,559 | $ | 21.56 | ||||||||
| Forfeited | (100) | 21.14 | |||||||||
| Options outstanding and exercisable | 30,459 | $ | 21.56 | ||||||||
The exercise price of each option equals the market price of the Company’s stock on the grant date. An option’s maximum term is ten years. All options are fully vested upon issuance. The following table presents information pertaining to options outstanding and exercisable at March 31, 2020:
| Range of Exercise Prices | Number Outstanding | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | |||||||||||||||||
$21.14 - $25.76 | 30,459 | 0.27 | $ | 21.56 | ||||||||||||||||
Outstanding and exercisable options had an intrinsic value of zero at March 31, 2020 and $41 thousand at December 31, 2019.
The Company maintains an employee stock purchase plan to provide its employees with an opportunity to purchase Company common stock. Eligible employees may purchase shares in an amount that does not exceed 10% of their annual salary, at the lower of 95% of the fair market value of the shares on the semi-annual offering date or related purchase date. The Company reserved 350,000 shares of its common stock to be issued under the employee stock purchase plan. At March 31, 2020, 164,453 shares were available to be issued.
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The following table presents information for the employee stock purchase plan for the three months ended March 31, 2020 and 2019:
| Three months ended March 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Shares purchased | 3,613 | 3,004 | ||||||||||||
| Weighted average price of shares purchased | $ | 16.91 | $ | 18.96 | ||||||||||
| Compensation expense recognized | 3 | 3 | ||||||||||||
| Tax benefits | 1 | 1 | ||||||||||||
The Company issues either new shares or treasury shares, depending on market conditions, for award through its share-based compensation plans.
NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used as risk management tools by the Company to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings and are not used for trading or speculative purposes.
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. At March 31, 2020, the Company had two interest rate derivatives designated as hedging instruments with an aggregate notional amount of $100.0 million. The Company had no derivative instruments at December 31, 2019. Such derivatives were used to hedge the variable cash flows associated with the Company's borrowings.
Interest rate lock commitments on residential mortgage loans
As a part of its normal residential mortgage operations, the Company will enter into an interest rate lock commitment with a potential borrower. The Company enters into a corresponding commitment to an investor to sell that loan at a specific price shortly after origination. In accordance with FASB ASC 820, adjustments are recorded through earnings to account for the net change in fair value of these transactions for the held for sale pipeline.
The following table summarizes the fair value of the Company's derivative instruments at March 31, 2020 and December 31, 2019:
| 3/31/2020 | 12/31/2019 | ||||||||||||||||||||||||||||||||||
| Notional Amount | Balance Sheet Location | Fair Value | Notional Amount | Balance Sheet Location | Fair Value | ||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
| Interest rate products | $ | 50,000 | Other assets | $ | 104 | $ | — | $ | — | ||||||||||||||||||||||||||
| Interest rate products | 50,000 | Other liabilities | (1,359) | — | — | ||||||||||||||||||||||||||||||
| Total derivatives designated as hedging instruments | $ | (1,255) | $ | — | |||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
| Interest rate lock commitments with customers | $ | 22,732 | Other assets | $ | 435 | $ | 4,408 | Other assets | $ | 103 | |||||||||||||||||||||||||
| Forward sale commitments | 30,650 | Other liabilities | (195) | 8,969 | Other assets | 1 | |||||||||||||||||||||||||||||
| Total derivatives not designated as hedging instruments | $ | 239 | $ | 104 | |||||||||||||||||||||||||||||||
33
The following tables summarize the effect of the Company's derivative financial instruments on OCI and net income for the three months ended March 31, 2020 and 2019:
| Amount of Loss Recognized in OCI on Derivative | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Derivatives in cash flow hedging relationships: | |||||||||||
| Interest rate products | $ | (1,259) | $ | — | |||||||
| Total | $ | (1,259) | $ | — | |||||||
| Amount of Loss Reclassified from AOCI into Income | Location of Loss Recognized from AOCI into Income | ||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
| 2020 | 2019 | ||||||||||||||||
| Derivatives in cash flow hedging relationships: | |||||||||||||||||
| Interest rate products | $ | (4) | $ | — | Interest expense | ||||||||||||
| Total | $ | (4) | $ | — | |||||||||||||
| Amount of Gain (Loss) Recognized in Income | Location of Gain (Loss) Recognized in Income | ||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
| 2020 | 2019 | ||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Interest rate lock commitments with customers | $ | 332 | $ | — | Mortgage banking activities | ||||||||||||
| Forward sale commitment | (197) | — | Mortgage banking activities | ||||||||||||||
| Total | $ | 135 | $ | — | |||||||||||||
The following table is a summary of interest rate swap components at March 31, 2020 and December 31, 2019:
| March 31, 2020 | December 31, 2019 | ||||||||||
| Weighted average pay rate | 0.54 | % | — | % | |||||||
| Weighted average receive rate | 0.08 | % | — | % | |||||||
| Weighted average maturity in years | 6.0 | — | |||||||||
NOTE 10. SHAREHOLDERS’ EQUITY AND REGULATORY CAPITAL
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Under the Basel Committee on Banking Supervision's capital guidelines for U.S. Banks ("Basel III rules"), an entity must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The Company and the Bank have elected not to include net unrealized gain or loss on available for sale securities in computing regulatory capital.
The consolidated asset limit on small bank holding companies is $3.0 billion and a company with assets under that limit is not subject to the FRB consolidated capital rules, but may file reports that include capital amounts and ratios. The Company has elected to file those reports.
34
Management believes that the Company and the Bank met all capital adequacy requirements to which they are subject at March 31, 2020 and December 31, 2019.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At March 31, 2020, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank's classification.
The following table presents capital amounts and ratios at March 31, 2020 and December 31, 2019:
| Actual | For Capital Adequacy Purposes (includes applicable capital conservation buffer) | To Be Well Capitalized Under Prompt Corrective Action Provisions | |||||||||||||||||||||||||||||||||
| Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||||||||||||||
| Total risk-based capital: | |||||||||||||||||||||||||||||||||||
| Orrstown Financial Services, Inc. | $ | 247,209 | 14.0 | % | $ | 185,714 | 10.5 | % | n/a | n/a | |||||||||||||||||||||||||
| Orrstown Bank | 237,121 | 13.4 | % | 185,634 | 10.5 | % | $ | 176,794 | 10.0 | % | |||||||||||||||||||||||||
| Tier 1 risk-based capital: | |||||||||||||||||||||||||||||||||||
| Orrstown Financial Services, Inc. | 198,508 | 11.2 | % | 150,340 | 8.5 | % | n/a | n/a | |||||||||||||||||||||||||||
| Orrstown Bank | 220,281 | 12.5 | % | 150,275 | 8.5 | % | 141,435 | 8.0 | % | ||||||||||||||||||||||||||
| Tier 1 common equity risk-based capital: | |||||||||||||||||||||||||||||||||||
| Orrstown Financial Services, Inc. | 198,508 | 11.2 | % | 123,809 | 7.0 | % | n/a | n/a | |||||||||||||||||||||||||||
| Orrstown Bank | 220,281 | 12.5 | % | 123,756 | 7.0 | % | 114,916 | 6.5 | % | ||||||||||||||||||||||||||
| Tier 1 leverage capital: | |||||||||||||||||||||||||||||||||||
| Orrstown Financial Services, Inc. | 198,508 | 8.5 | % | 93,406 | 4.0 | % | n/a | n/a | |||||||||||||||||||||||||||
| Orrstown Bank | 220,281 | 9.4 | % | 93,441 | 4.0 | % | 116,802 | 5.0 | % | ||||||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||||||||
| Total risk-based capital: | |||||||||||||||||||||||||||||||||||
| Orrstown Financial Services, Inc. | $ | 244,003 | 14.1 | % | $ | 182,028 | 10.5 | % | n/a | n/a | |||||||||||||||||||||||||
| Orrstown Bank | 231,805 | 13.4 | % | 181,948 | 10.5 | % | $ | 173,284 | 10.0 | % | |||||||||||||||||||||||||
| Tier 1 risk-based capital: | |||||||||||||||||||||||||||||||||||
| Orrstown Financial Services, Inc. | 196,451 | 11.3 | % | 147,356 | 8.5 | % | n/a | n/a | |||||||||||||||||||||||||||
| Orrstown Bank | 216,100 | 12.5 | % | 147,291 | 8.5 | % | 138,627 | 8.0 | % | ||||||||||||||||||||||||||
| Tier 1 common equity risk-based capital: | |||||||||||||||||||||||||||||||||||
| Orrstown Financial Services, Inc. | 196,451 | 11.3 | % | 121,352 | 7.0 | % | n/a | n/a | |||||||||||||||||||||||||||
| Orrstown Bank | 216,100 | 12.5 | % | 121,299 | 7.0 | % | 112,635 | 6.5 | % | ||||||||||||||||||||||||||
| Tier 1 leverage capital: | |||||||||||||||||||||||||||||||||||
| Orrstown Financial Services, Inc. | 196,451 | 8.6 | % | 91,782 | 4.0 | % | n/a | n/a | |||||||||||||||||||||||||||
| Orrstown Bank | 216,100 | 9.4 | % | 91,798 | 4.0 | % | 114,747 | 5.0 | % | ||||||||||||||||||||||||||
In September 2015, the Board of Directors of the Company authorized a share repurchase program under which the Company may repurchase up to 5% of the Company's outstanding shares of common stock, or approximately 416,000 shares, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act of 1934, as amended. When and if appropriate, repurchases may be made in open market or privately negotiated transactions, depending on market conditions, regulatory requirements and other corporate considerations, as determined by management. Share repurchases may not occur and may be discontinued at any time. At March 31, 2020, 154,680 shares had been repurchased under the program at a total cost of $2.6 million, or $16.88 per share.
On April 21, 2020, the Board declared a cash dividend of $0.17 per common share, which will be paid on May 11, 2020 to shareholders of record at May 4, 2020.
35
NOTE 11. EARNINGS PER SHARE
The following table presents earnings per share for the three months ended March 31, 2020 and 2019:
| Three Months Ended March 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Net income | $ | 5,068 | $ | 3,102 | ||||||||||
| Weighted average shares outstanding - basic | 10,959 | 9,160 | ||||||||||||
| Dilutive effect of share-based compensation | 103 | 166 | ||||||||||||
| Weighted average shares outstanding - diluted | 11,062 | 9,326 | ||||||||||||
| Per share information: | ||||||||||||||
| Basic earnings per share | $ | 0.46 | $ | 0.34 | ||||||||||
| Diluted earnings per share | 0.46 | 0.33 | ||||||||||||
Average outstanding stock options and restricted shares totaling 30,559 and 40,984 for the three months ended March 31, 2020 and 2019, were not included in the computation of earnings per share because the effect was antidilutive, due to the exercise price exceeding the average market price. The dilutive effect of share-based compensation in each period above relates principally to restricted stock awards.
NOTE 12. 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 and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit and financial guarantees written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The following table presents these contractual, or notional, amounts:
| Contractual or Notional Amount | |||||||||||
| March 31, 2020 | December 31, 2019 | ||||||||||
| Commitments to fund: | |||||||||||
| Home equity lines of credit | $ | 210,908 | $ | 205,502 | |||||||
| 1-4 family residential construction loans | 18,360 | 19,812 | |||||||||
| Commercial real estate, construction and land development loans | 25,676 | 19,018 | |||||||||
| Commercial, industrial and other loans | 266,287 | 222,288 | |||||||||
| Standby letters of credit | 9,902 | 10,588 | |||||||||
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 Company evaluates each customer’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer. Collateral varies but may include accounts receivable, inventory, equipment, residential real estate, and income-producing commercial properties.
Standby letters of credit and financial guarantees written are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company holds collateral supporting those commitments when deemed necessary by management. The liability, at March 31, 2020 and December 31, 2019, for guarantees under standby letters of credit issued was not material.
36
The Company maintains a reserve, based on historical loss experience of the related loan class, for off-balance sheet credit exposures that currently are not funded, in other liabilities on the unaudited condensed consolidated balance sheets. This reserve totaled $1.0 million at March 31, 2020 and December 31, 2019.
NOTE 13. FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Certain financial instruments and all non-financial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are:
Level 1 – quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access at the measurement date.
Level 2 – significant other observable inputs other than Level 1 prices such as prices for similar assets and liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – at least one significant unobservable input that reflects a company's own assumptions about the assumptions that market participants would use in pricing an asset or liability.
In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
The Company used the following methods and significant assumptions to estimate fair value for instruments measured on a recurring basis:
Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, securities are classified within Level 2 and fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flow. Level 2 securities include U.S. agency securities, mortgage-backed securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. All of the Company’s securities are classified as available for sale.
37
The Company had no fair value liabilities measured on a recurring basis at March 31, 2020 and December 31, 2019.
The following table summarizes assets measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019:
| Level 1 | Level 2 | Level 3 | Total Fair Value Measurements | ||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||
| Investment securities: | |||||||||||||||||||||||
| States and political subdivisions | $ | — | $ | 111,057 | $ | — | $ | 111,057 | |||||||||||||||
| GSE residential MBSs | — | 4,606 | — | 4,606 | |||||||||||||||||||
| GSE residential CMOs | — | 67,215 | — | 67,215 | |||||||||||||||||||
| Nonagency CMOs | — | — | 16,679 | 16,679 | |||||||||||||||||||
| Private label commercial CMOs | — | 59,563 | 6,571 | 66,134 | |||||||||||||||||||
| Asset-backed | — | 213,311 | — | 213,311 | |||||||||||||||||||
| Other | 597 | — | — | 597 | |||||||||||||||||||
| Loans held for sale | — | 7,900 | — | 7,900 | |||||||||||||||||||
| Interest rate lock commitments on residential mortgages | — | — | 435 | 435 | |||||||||||||||||||
| Totals | $ | 597 | $ | 463,652 | $ | 23,685 | $ | 487,934 | |||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||
| Investment securities: | |||||||||||||||||||||||
| States and political subdivisions | $ | — | $ | 87,863 | $ | — | $ | 87,863 | |||||||||||||||
| GSE residential CMOs | — | 68,154 | — | 68,154 | |||||||||||||||||||
| Nonagency CMOs | — | — | 17,087 | 17,087 | |||||||||||||||||||
| Private label commercial CMOs | — | 79,437 | 7,192 | 86,629 | |||||||||||||||||||
| Asset-backed | — | 230,515 | — | 230,515 | |||||||||||||||||||
| Other | 637 | — | — | 637 | |||||||||||||||||||
| Loans held for sale | — | 9,364 | — | 9,364 | |||||||||||||||||||
| Interest rate lock commitments on residential mortgages | — | — | 103 | 103 | |||||||||||||||||||
| Totals | $ | 637 | $ | 475,333 | $ | 24,382 | $ | 500,352 | |||||||||||||||
The Company has CMOs measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at March 31, 2020 and December 31, 2019. The Level 3 valuation is based on a non-executable broker quote, which is considered a significant unobservable input. Such quotes are updated as available and may remain constant for a period of time for certain broker-quoted securities that do not move with the market or that are not interest rate sensitive as a result of their structure or overall attributes.
Effective October 1, 2019, the Company’s residential mortgage loans held for sale were recorded at fair value utilizing Level 2 measurements. This fair value measurement is determined based upon third party quotes obtained on similar loans. For loans held for sale for which the fair value option has been elected, the aggregate fair value exceeded the aggregate principal balance by $149 thousand as of March 31, 2020.
The determination of the fair value of interest rate lock commitments on residential mortgages is based on agreed upon pricing with the respective investor on each loan and includes a pull through percentage. The pull through percentage represents an estimate of loans in the pipeline to be delivered to an investor versus the total loans committed for delivery. Significant changes in this input could result in a significantly higher or lower fair value measurement. An increase or decrease of 5% in the pull through assumption would result in a positive or negative change of $41 thousand in the fair value of interest rate lock commitments at March 31, 2020. As the pull through percentage is a significant unobservable input, this is deemed a Level 3 valuation input. The average pull through percentage, which is based upon historical experience, was 91% as of March 31, 2020.
38
The following provides details of the Level 3 fair value measurement activity for the periods ended March 31, 2020 and 2019:
CMOs:
| March 31, 2020 | March 31, 2019 | |||||||||||||
| Balance, beginning of year | $ | 24,279 | $ | — | ||||||||||
| Unrealized loss included in OCI | (961) | — | ||||||||||||
| Principal payments | (68) | — | ||||||||||||
| Balance, end of period | $ | 23,250 | $ | — | ||||||||||
Interest rate lock commitments on residential mortgages:
| March 31, 2020 | March 31, 2019 | |||||||||||||
| Balance, beginning of year | $ | 103 | $ | — | ||||||||||
| Total gains, realized/unrealized: | ||||||||||||||
| Included in earnings | 332 | — | ||||||||||||
| Balance, end of period | $ | 435 | $ | — | ||||||||||
Certain financial assets are measured at fair value on a nonrecurring basis. Adjustments to the fair value of these assets usually results from the application of lower of cost or market accounting or write-downs of individual assets. The Company used the following methods and significant assumptions to estimate fair value for these financial assets.
Impaired Loans
Loans are designated as impaired when, in the judgment of management and based on current information and events, it is probable that all amounts due, according to the contractual terms of the loan agreement, will not be collected. The measurement of loss associated with impaired loans for all loan classes can be based on either the observable market price of the loan, the fair value of the collateral, or discounted cash flows using a market rate of interest for performing TDRs. For collateral-dependent loans, fair value is measured based on the value of the collateral securing the loan, less estimated costs to sell. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The value of the real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral is a house or building in the process of construction, or if management adjusts the appraisal value, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal, if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivable collateral are based on financial statement balances or aging reports (Level 3). Impaired loans with an allocation to the ALL are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the unaudited condensed consolidated statements of income.
Any changes in the fair value of impaired loans still held were not material for the three months ended March 31, 2020 and 2019:
Foreclosed Real Estate
OREO property acquired through foreclosure is initially recorded at the fair value of the property at the transfer date less estimated selling cost. Subsequently, OREO is carried at the lower of its carrying value or the fair value less estimated selling cost. Fair value is usually determined based upon an independent third-party appraisal of the property or occasionally upon a recent sales offer. There were no charges recorded to the value of OREO at the lower of cost or fair value on properties held during the three months ended March 31, 2020 and 2019. There were no changes in the fair value of OREO for properties, still held at March 31, that were charged to real estate expenses for the three months ended March 31, 2020 and 2019.
39
Mortgage Servicing Rights
The MSR fair value is estimated to be equal to its carrying value, unless the quarterly valuation model calculates the present value of the estimated net servicing income is less than its carrying value, in which case an impairment charge is taken. At March 31, 2020 and December 31, 2019, an impairment reserve of $571 thousand and $70 thousand, respectively, existed on the mortgage servicing right portfolio. For the three months ended March 31, 2020 and 2019, impairment charges of $501 thousand and zero were included, respectively, in mortgage banking activities on the unaudited condensed consolidated statements of income. The impairment charges resulted from rapidly declining market rates caused by the COVID-19 pandemic.
The following table summarizes assets measured at fair value on a nonrecurring basis at March 31, 2020 and December 31, 2019:
| Level 1 | Level 2 | Level 3 | Total Fair Value Measurements | ||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||
| Impaired Loans | |||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||
| Owner occupied | $ | — | $ | — | $ | 909 | $ | 909 | |||||||||||||||
| Multi-family | — | — | 88 | 88 | |||||||||||||||||||
| Non-owner occupied residential | — | — | 96 | 96 | |||||||||||||||||||
| Commercial and industrial | — | — | 11 | 11 | |||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||
| First lien | — | — | 928 | 928 | |||||||||||||||||||
| Home equity - lines of credit | — | — | 302 | 302 | |||||||||||||||||||
| Installment and other loans | — | — | 7 | 7 | |||||||||||||||||||
| Total impaired loans | $ | — | $ | — | $ | 2,341 | $ | 2,341 | |||||||||||||||
| Mortgage servicing rights | $ | — | $ | 2,576 | $ | — | $ | 2,576 | |||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||
| Impaired Loans | |||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||
| Owner occupied | $ | — | $ | — | $ | 938 | $ | 938 | |||||||||||||||
| Multi-family | — | — | 96 | 96 | |||||||||||||||||||
| Non-owner occupied residential | — | — | 103 | 103 | |||||||||||||||||||
| Commercial and industrial | — | — | 11 | 11 | |||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||
| First lien | — | — | 641 | 641 | |||||||||||||||||||
| Home equity - lines of credit | — | — | 400 | 400 | |||||||||||||||||||
| Installment and other loans | — | — | 7 | 7 | |||||||||||||||||||
| Total impaired loans | $ | — | $ | — | $ | 2,196 | $ | 2,196 | |||||||||||||||
| Mortgage servicing rights | $ | — | $ | 3,119 | $ | — | $ | 3,119 | |||||||||||||||
40
The following table presents additional qualitative information about assets measured on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value:
| Fair Value Estimate | Valuation Techniques | Unobservable Input | Range | ||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||
| Impaired loans | $ | 2,341 | Appraisal of collateral | Management adjustments on appraisals for property type and recent activity | 0% - 20% discount | ||||||||||||||||||
| - Management adjustments for liquidation expenses | 6%- 33% discount | ||||||||||||||||||||||
| Mortgage servicing rights | $ | 2,576 | Discounted cash flows | Weighted average CPR | 15.16% | ||||||||||||||||||
| - Weighted average discount rate | 9.54% | ||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||
| Impaired loans | $ | 2,196 | Appraisal of collateral | Management adjustments on appraisals for property type and recent activity | 0% - 20% discount | ||||||||||||||||||
| - Management adjustments for liquidation expenses | 6% - 33% discount | ||||||||||||||||||||||
| Mortgage servicing rights | $ | 3,119 | Discounted cash flows | Weighted average CPR | 11.63% | ||||||||||||||||||
| - Weighted average discount rate | 9.54% | ||||||||||||||||||||||
41
Fair values of financial instruments
The following table presents carrying amounts and estimated fair values of the Company’s financial instruments at March 31, 2020 and December 31, 2019:
| Carrying Amount | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||||||||
| Financial Assets | |||||||||||||||||||||||||||||
| Cash and due from banks | $ | 33,974 | $ | 33,974 | $ | 33,974 | $ | — | $ | — | |||||||||||||||||||
| Interest-bearing deposits with banks | 23,163 | 23,163 | 23,163 | — | — | ||||||||||||||||||||||||
| Restricted investments in bank stocks | 15,823 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||
| Investment securities | 479,599 | 479,599 | — | 456,349 | 23,250 | ||||||||||||||||||||||||
| Loans held for sale | 7,900 | 7,900 | — | 7,900 | — | ||||||||||||||||||||||||
| Loans (carrying amount net of allowance for loan losses) | 1,641,145 | 1,587,426 | — | — | 1,587,426 | ||||||||||||||||||||||||
| Interest rate lock commitments on residential mortgages | 435 | 435 | — | — | 435 | ||||||||||||||||||||||||
| Interest rate swaps | 104 | 104 | — | 104 | — | ||||||||||||||||||||||||
| Accrued interest receivable | 6,697 | 6,697 | — | 2,237 | 4,460 | ||||||||||||||||||||||||
| Financial Liabilities | |||||||||||||||||||||||||||||
| Deposits | 1,897,296 | 1,901,268 | — | 1,901,268 | — | ||||||||||||||||||||||||
| Securities sold under agreements to repurchase | 10,933 | 10,933 | — | 10,933 | — | ||||||||||||||||||||||||
| FHLB Advances | 201,166 | 201,544 | — | 201,544 | — | ||||||||||||||||||||||||
| Subordinated notes | 31,861 | 32,970 | — | 32,970 | — | ||||||||||||||||||||||||
| Interest rate swaps | 1,359 | 1,359 | — | 1,359 | — | ||||||||||||||||||||||||
| Accrued interest payable | 1,040 | 1,040 | — | 1,040 | — | ||||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||
| Financial Assets | |||||||||||||||||||||||||||||
| Cash and due from banks | $ | 25,969 | $ | 25,969 | $ | 25,969 | $ | — | $ | — | |||||||||||||||||||
| Interest-bearing deposits with banks | 30,493 | 30,493 | 30,493 | — | — | ||||||||||||||||||||||||
| Restricted investments in bank stocks | 16,184 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||
| Investment securities | 490,386 | 490,386 | — | 466,107 | 24,279 | ||||||||||||||||||||||||
| Loans held for sale | 9,364 | 9,364 | — | 9,364 | — | ||||||||||||||||||||||||
| Loans, net of allowance for loan losses | 1,629,675 | 1,652,788 | — | — | 1,652,788 | ||||||||||||||||||||||||
| Interest rate lock commitments on residential mortgages | 103 | 103 | — | — | 103 | ||||||||||||||||||||||||
| Accrued interest receivable | 6,040 | 6,040 | — | 1,863 | 4,177 | ||||||||||||||||||||||||
| Financial Liabilities | |||||||||||||||||||||||||||||
| Deposits | 1,875,522 | 1,876,555 | — | 1,876,555 | — | ||||||||||||||||||||||||
| Securities sold under agreements to repurchase | 8,269 | 8,269 | — | 8,269 | — | ||||||||||||||||||||||||
| FHLB Advances | 209,667 | 210,005 | — | 210,005 | — | ||||||||||||||||||||||||
| Subordinated notes | 31,847 | 33,953 | — | 33,953 | — | ||||||||||||||||||||||||
| Accrued interest payable | 879 | 879 | — | 879 | — | ||||||||||||||||||||||||
The methods used to estimate the fair value of financial instruments at March 31, 2020 did not necessarily represent an exit price. In accordance with the Company's adoption of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, the methods utilized to measure the fair value of financial instruments at March 31, 2020 represents an approximation of exit price; however, an actual exit price may differ.
NOTE 14. CONTINGENCIES
The nature of the Company’s business generates a certain amount of litigation involving matters arising out of the ordinary course of business. Except as described below, in the opinion of management, there are no legal proceedings that might have a material effect on the results of operations, liquidity, or the financial position of the Company at this time.
On March 5, 2019, Paul Parshall, a purported individual stockholder of Hamilton, filed, on behalf of himself and all of Hamilton’s stockholders other than the named defendants and their affiliates (the “Purported Class”), a derivative and putative class action complaint in the Circuit Court for Baltimore City, Maryland, captioned Paul Parshall v. Carol Coughlin et. al., naming each Hamilton director, Orrstown, and Hamilton as defendants (the “Action”). The Action alleged, among other things, that Hamilton’s directors breached their fiduciary duties to the Purported Class in connection with the merger, and that the Proxy Statement/Prospectus omitted certain material information regarding the merger. Orrstown was alleged to have aided and
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abetted the Hamilton directors’ alleged breaches of their fiduciary duties. The Action sought, among other remedies, to enjoin the merger or, in the event the merger was completed, rescission of the merger or rescissory damages; unspecified damages; and costs of the lawsuit, including attorneys’ and experts’ fees. A settlement was reached on the Action in March 2020 which resulted in a payment by the Company of $135 thousand in mootness fees to the defendants in April 2020.
On May 25, 2012, SEPTA filed a putative class action complaint in the U.S. District Court for the Middle District of Pennsylvania against the Company, the Bank and certain current and former directors and executive officers (collectively, the “Orrstown Defendants”). The complaint alleges, among other things, that (i) in connection with the Company’s Registration Statement on Form S-3 dated February 23, 2010 and its Prospectus Supplement dated March 23, 2010, and (ii) during the purported class period of March 24, 2010 through October 27, 2011, the Company issued materially false and misleading statements regarding the Company’s lending practices and financial results, including misleading statements concerning the stringent nature of the Bank’s credit practices and underwriting standards, the quality of its loan portfolio, and the intended use of the proceeds from the Company’s March 2010 public offering of common stock. The complaint asserts claims under Sections 11, 12(a) and 15 of the Securities Act of 1933, Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and seeks class certification, unspecified money damages, interest, costs, fees and equitable or injunctive relief. Under the Private Securities Litigation Reform Act of 1995 (“PSLRA”), motions for appointment of Lead Plaintiff in this case were due by July 24, 2012. SEPTA was the sole movant and the Court appointed SEPTA Lead Plaintiff on August 20, 2012.
Pursuant to the PSLRA and the Court’s September 27, 2012 Order, SEPTA was given until October 26, 2012 to file an amended complaint and the Orrstown Defendants until December 7, 2012 to file a motion to dismiss the amended complaint. SEPTA’s opposition to the Orrstown Defendants’ motion to dismiss was originally due January 11, 2013. Under the PSLRA, discovery and all other proceedings in the case were stayed pending the Court’s ruling on the motion to dismiss. The September 27, 2012 Order specified that if the motion to dismiss were denied, the Court would schedule a conference to address discovery and the filing of a motion for class certification. On October 26, 2012, SEPTA filed an unopposed motion for enlargement of time to file its amended complaint in order to permit the parties and new defendants to be named in the amended complaint time to discuss plaintiff’s claims and defendants’ defenses. On October 26, 2012, the Court granted SEPTA’s motion, mooting its September 27, 2012 scheduling Order, and requiring SEPTA to file its amended complaint on or before January 16, 2013 or otherwise advise the Court of circumstances that require a further enlargement of time. On January 14, 2013, the Court granted SEPTA’s second unopposed motion for enlargement of time to file an amended complaint on or before March 22, 2013.
On March 4, 2013, SEPTA filed an amended complaint. The amended complaint expanded the list of defendants in the action to include the Company’s former independent registered public accounting firm, Smith Elliott Kearns & Company, LLC (“SEK”), and the underwriters of the Company’s March 2010 public offering of common stock. In addition, among other things, the amended complaint extends the purported 1934 Exchange Act class period from March 15, 2010 through April 5, 2012. Pursuant to the Court’s March 28, 2013 Second Scheduling Order, on May 28, 2013, all defendants filed their motions to dismiss the amended complaint, and on July 22, 2013, SEPTA filed its “omnibus” opposition to all of the defendants’ motions to dismiss. On August 23, 2013, all defendants filed reply briefs in further support of their motions to dismiss. On December 5, 2013, the Court ordered oral argument on the Orrstown Defendants’ motion to dismiss the amended complaint to be heard on February 7, 2014. Oral argument on the pending motions to dismiss SEPTA’s amended complaint was held on April 29, 2014.
The Second Scheduling Order stayed all discovery in the case pending the outcome of the motions to dismiss, and informed the parties that, if required, a telephonic conference to address discovery and the filing of SEPTA’s motion for class certification would be scheduled after the Court’s ruling on the motions to dismiss.
On April 10, 2015, pursuant to Court order, all parties filed supplemental briefs addressing the impact of the U.S. Supreme Court’s March 24, 2015 decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund on defendants’ motions to dismiss the amended complaint.
On June 22, 2015, in a 96-page Memorandum, the Court dismissed without prejudice SEPTA’s amended complaint against all defendants, finding that SEPTA failed to state a claim under either the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Court ordered that, within 30 days, SEPTA either seek leave to amend its amended complaint, accompanied by the proposed amendment, or file a notice of its intention to stand on the amended complaint.
On July 22, 2015, SEPTA filed a motion for leave to amend under Local Rule 15.1, and attached a copy of its proposed second amended complaint to its motion. Many of the allegations of the proposed second amended complaint are essentially the same or similar to the allegations of the dismissed amended complaint. The proposed second amended complaint also alleges that the Orrstown Defendants did not publicly disclose certain alleged failures of internal controls over loan underwriting, risk
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management, and financial reporting during the period 2009 to 2012, in violation of the federal securities laws. On February 8, 2016, the Court granted SEPTA’s motion for leave to amend and SEPTA filed its second amended complaint that same day.
On February 25, 2016, the Court issued a scheduling Order directing: all defendants to file any motions to dismiss by March 18, 2016; SEPTA to file an omnibus opposition to defendants’ motions to dismiss by April 8, 2016; and all defendants to file reply briefs in support of their motions to dismiss by April 22, 2016. Defendants timely filed their motions to dismiss the second amended complaint and the parties filed their briefs in accordance with the Court-ordered schedule, above. The February 25, 2016 Order stays all discovery and other deadlines in the case (including the filing of SEPTA’s motion for class certification) pending the outcome of the motions to dismiss.
The allegations of SEPTA’s second amended complaint disclosed the existence of a confidential, non-public, fact-finding inquiry regarding the Company being conducted by the SEC. As disclosed in the Company’s Form 8-K filed on September 27, 2016, on that date the Company entered into a settlement agreement with the SEC resolving the investigation of accounting and related matters at the Company for the periods ended June 30, 2010, to December 31, 2011. As part of the settlement of the SEC’s administrative proceedings and pursuant to the cease-and-desist order, without admitting or denying the SEC’s findings, the Company, its Chief Executive Officer, its former Chief Financial Officer, its former Executive Vice President and Chief Credit Officer, and its Chief Accounting Officer, agreed to pay civil money penalties to the SEC. The Company agreed to pay a civil money penalty of $1.0 million. The Company had previously established a reserve for that amount which was expensed in the second fiscal quarter of 2016. In the settlement agreement with the SEC, the Company also agreed to cease and desist from committing or causing any violations and any future violations of Securities Act Sections 17(a)(2) and 17(a)(3) and Exchange Act Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B), and Rules 12b-20, 13a-1 and 13a-13 promulgated thereunder.
On September 27, 2016, the Orrstown Defendants filed with the Court a Notice of Subsequent Event in Further Support of their Motion to Dismiss the Second Amended Complaint, regarding the settlement with the SEC. The Notice attached a copy of the SEC’s cease-and-desist order and briefly described what the Company believed were the most salient terms of the neither-admit-nor-deny settlement. On September 29, 2016, SEPTA filed a Response to the Notice, in which SEPTA argued that the settlement with the SEC did not support dismissal of the second amended complaint.
On December 7, 2016, the Court issued an Order and Memorandum granting in part and denying in part defendants’ motions to dismiss SEPTA’s second amended complaint. The Court granted the motions to dismiss the Securities Act claims against all defendants, and granted the motions to dismiss the Exchange Act Section 10(b) and Rule 10b-5 claims against all defendants except Orrstown Financial Services, Inc., Orrstown Bank, Thomas R. Quinn, Jr., Bradley S. Everly, and Jeffrey W. Embly. The Court also denied the motions to dismiss the Exchange Act Section 20(a) claims against Quinn, Everly, and Embly.
On January 31, 2017, the Court entered a Case Management Order establishing the schedule for the litigation and, on August 15, 2017, it entered a revised Order that, among other things, set the following deadlines: all fact discovery closes on March 1, 2018, and SEPTA’s motion for class certification is due the same day; expert merits discovery closes May 30, 2018; summary judgment motions are due by June 26, 2018; the mandatory pretrial and settlement conference is set for December 11, 2018; and trial is scheduled to begin on January 7, 2019.
On December 15, 2017, the Orrstown Defendants and SEPTA exchanged expert reports in opposition to and in support of class certification, respectively. On January 15, 2018, the parties exchanged expert rebuttal reports. SEPTA’s motion for class certification was due March 1, 2018, with the Orrstown Defendants’ opposition due April 2, 2018, and SEPTA’s reply due April 23, 2018.
On February 9, 2018, SEPTA filed a Status Report and Request for a Telephonic Status Conference asking the Court to convene a conference to discuss the status of discovery in the case and possible revisions to the case schedule. On February 12, 2018, the Orrstown Defendants filed their status report to provide the Court with a summary of document discovery in the case to date. On February 27, 2018, SEPTA filed an unopposed motion for a continuance of the existing case deadlines pending a status conference with the Court or the issuance of a revised case schedule. On February 28, 2018, the Court issued an Order continuing all case management deadlines until further order of the Court.
On March 27, 2018, the Court held a telephonic status conference with the parties to discuss outstanding discovery issues and case deadlines. On May 2, 2018, the parties filed a joint status report. On May 10, 2018, the Court held a follow-up telephonic status conference at which the parties reported on the progress of discovery to date. Party and non-party document discovery in the case has continued. To date, SEPTA has taken a few non-party depositions.
On August 9, 2018, SEPTA filed a motion to compel the production of Confidential Supervisory Information (CSI) of non-parties the Board of Governors of the Federal Reserve System (FRB) and the Pennsylvania Department of Banking and Securities, in the possession of Orrstown and third parties. On August 23, 2018, the Orrstown Defendants filed a response to the motion to compel. On August 30, 2018, the FRB filed an unopposed motion to intervene in the Action for the purpose of
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opposing SEPTA’s motion to compel, and on September 27, 2018, the FRB filed its brief in opposition to SEPTA’s motion. On October 11, 2018, SEPTA filed its reply brief in support of its motion to compel. On February 12, 2019, the Court denied SEPTA’s motion to compel the production of CSI on the ground that SEPTA had failed to exhaust its administrative remedies.
On April 11, 2019, SEPTA filed a motion for leave to file a third amended complaint. The proposed third amended complaint seeks to reassert the Securities Act claims that the Court dismissed as to all defendants on December 7, 2016, when the Court granted in part and denied in part defendants’ motions to dismiss SEPTA’s second amended complaint. The proposed third amended complaint also seeks to reassert the Exchange Act claims against those defendants that the Court dismissed from the case on December 7, 2016. Defendants’ briefs in opposition to SEPTA’s motion for leave to file a third amended complaint were filed on April 25, 2019. SEPTA filed a reply brief in further support of its motion for leave to file a third amended complaint on May 9, 2019.
On June 13, 2019, Orrstown filed a motion for protective order to stay discovery pending resolution of SEPTA’s motion for leave to file a third amended complaint. On June 19, 2019, former defendants SEK and the underwriters of the Company’s March 2010 public offering joined in Orrstown’s motion for protective order. On June 25, 2019, SEPTA filed its opposition to Orrstown’s motion. On July 9, 2019, Orrstown filed a reply brief in further support of its motion. On July 17, 2019, the Court entered an Order partially granting Orrstown’s motion for protective order, ruling that all deposition discovery in the case is stayed pending a decision on SEPTA’s motion for leave to file a third amended complaint.
On February 14, 2020, the Court issued an Order and Memorandum granting SEPTA’s motion for leave to file a third amended complaint. The third amended complaint is now the operative complaint. It reinstates the Orrstown Defendants, as well as SEK and the underwriter defendants, previously dismissed from the case on December 7, 2016. The third amended complaint also revives the previously-dismissed 1933 Securities Act claim against the Orrstown Defendants, SEK, and the underwriter defendants. Under the Court-ordered briefing schedule, defendants filed their motions to dismiss the third amended complaint on April 24, 2020. SEPTA’s oppositions are due May 29, 2020, and defendants’ reply briefs are due June 19, 2020.
On February 24, 2020, the Orrstown Defendants, and the underwriter defendants and SEK, separately filed motions under 28 U.S.C. § 1292(b) asking the Court to certify its February 14, 2020 Order for interlocutory appeal to the Third Circuit Court of Appeals. SEPTA filed its brief in opposition on April 21, 2020. Defendants’ reply briefs are due May 11, 2020.
The Company believes that the allegations of SEPTA’s third amended complaint are without merit and intends to defend itself vigorously against those claims. It is not possible at this time to estimate reasonably possible losses, or even a range of reasonably possible losses, in connection with the litigation.
NOTE 15. SUBSEQUENT EVENTS
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted. The CARES Act established the Paycheck Protection Program (“PPP”) which was implemented by the SBA. The PPP is intended to provide economic relief to small businesses nationwide adversely impacted under the COVID-19 Emergency Declaration issued on March 13, 2020. The PPP, which began on April 3, 2020, provides small businesses with funds to cover up to eight weeks of payroll costs, including benefits. It also provides for forgiveness of up to the full principal amount of qualifying loans. The Bank closed and funded almost 2,000 PPP loans for a total loan amount of $423.8 million through May 5, 2020. The Company anticipates funding a total of approximately 2,500 loans for $450.0 million upon completion of the program. These loans are expected to result in fee income in excess of $12.0 million to be recognized through net interest income over the life of the loans, currently estimated to be six months. In addition, in an effort to assist clients who were negatively impacted by the COVID-19 pandemic, the Bank offered various mitigation options, including a loan payment deferral program. Most loan deferrals under this program were for a 90-day period. As of April 30, 2020, the Company has processed loan deferrals under this program for commercial and consumer clients with a total loan balance of $179.6 million and $18.5 million, respectively. In accordance with the revised Interagency Statement on Loan Modifications by Financial Institutions Working with Customers Affected by the Coronavirus issued on April 7, 2020, these deferrals are exempt from TDR status as they meet the specified requirements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is intended to assist readers in understanding the consolidated financial condition and results of operations of Orrstown and should be read in conjunction with the preceding unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q, as well as with the audited consolidated financial statements and notes thereto for the year ended December 31, 2019, included in our Annual Report on Form 10-K. Throughout this discussion, the yield on earning assets is stated on a fully taxable-equivalent basis and balances represent average daily balances unless otherwise stated. Certain prior period amounts presented in this discussion and analysis have been reclassified to conform to current period classifications.
Overview
The Company, headquartered in Shippensburg, Pennsylvania, is a one-bank holding company that has elected status as a financial holding company. The consolidated financial information presented herein reflects the Company and its wholly-owned subsidiaries, the Bank and Wheatland. At March 31, 2020, the Company had total assets of $2.4 billion, total liabilities of $2.2 billion and total shareholders’ equity of $210.6 million.
Caution About Forward-Looking Statements
Certain statements appearing herein, which are not historical in nature, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we may make other written and oral communications, from time to time, that contain such statements. Such forward-looking statements refer to a future period or periods, reflecting our current beliefs as to likely future developments, and use words like “may,” “will,” “expect,” “estimate,” “anticipate” or similar terms. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about events or results or otherwise are not statements of historical facts, including, but not limited to, statements related to new business development, new loan opportunities, growth in the balance sheet and fee based revenue lines of business, merger and acquisition activity, reducing risk assets, and mitigating losses in the future. Actual results and trends could differ materially from those set forth in such statements and there can be no assurances that we will achieve the desired level of new business development and new loans, growth in the balance sheet and fee based revenue lines of business, successful merger and acquisition activity, continue to reduce risk assets or mitigate losses in the future. In addition to risks and uncertainties related to the COVID-19 pandemic and resulting governmental and societal responses, factors that could cause actual results to differ from those expressed or implied by the forward-looking statements include, but are not limited to, the following: ineffectiveness of the Company’s business strategy due to changes in current or future market conditions; the effects of competition, including industry consolidation and development of competing financial products and services; difficulty integrating the Company's strategic acquisitions; the inability to fully achieve expected savings, efficiencies or synergies from mergers and acquisitions, or taking longer than estimated for such savings, efficiencies and synergies to be realized; changes in laws and regulations; interest rate movements; changes in credit quality; inability to raise capital, if necessary, under favorable conditions; volatilities in the securities markets; deteriorating economic conditions; expenses associated with pending litigation and legal proceedings; the failure of the SBA to honor its guarantee of loans issued under the SBA PPP; and other risks and uncertainties, including those detailed in our Annual Report on Form 10-K for the year ended December 31, 2019, and our Quarterly Reports on Form 10-Q under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other filings made with the SEC. The statements are valid only as of the date hereof and we disclaim any obligation to update this information.
Economic Climate and Market Conditions
Preliminary real GDP growth for the first quarter of 2020 was negative 4.8%. This is a substantial decrease from positive 2.1% for the fourth quarter of 2020. The pace of U.S. economic growth weakened substantially late in the first quarter of 2020 versus 2019 as over 30 million people in the U.S have filed for unemployment since mid-March 2020. Early in 2020, a novel coronavirus (“COVID-19”) emerged and spread, first in China and then around the globe. The fast spread of the virus and the fear that occurred had created a high level of uncertainty about the near and intermediate future economic outlook. Because of this uncertainty, markets were pricing in a wide range of potential outcomes by buying sovereign government bonds, especially U.S. Treasuries, and selling stocks and bonds not issued by sovereign governments. Due to the COVID-19 pandemic, market interest rates have declined significantly, with the 10-year Treasury bond falling below 1.00% on March 3, 2020 for the first time. On that day, in reaction to the increase in uncertainty, the Federal Reserve cut the Fed Funds rates by 50 basis points between regularly scheduled meetings to 1.00% to 1.25%. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. On March 13, 2020, a national emergency was declared by President Trump under the National Emergencies Act. On March 15, 2020, the Federal Reserve responded by reducing the Fed Funds rate by 100 basis points to 0% to 0.25%. These reductions in interest rates and other effects of the COVID-19 pandemic may adversely affect the Company's financial condition and results of operations in future periods. It is unknown how long the adverse conditions associated with the COVID-19 pandemic will last and what the complete financial effect will be to the Company. It is reasonably possible that
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estimates made in the financial statements could be materially and adversely impacted in the near term as a result of these conditions, including expected credit losses on loans and the fair value of financial instruments that are carried at fair value.
The COVID-19 pandemic has adversely affected, and may continue to adversely affect economic activity globally, nationally and locally. Actions taken around the world to help mitigate the spread of COVID-19 include restrictions on travel, quarantines in certain areas, and forced closures for certain types of public places and businesses as well as shelter-in-place orders by many states. Actions taken to mitigate the spread of COVID-19 have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates.
Critical Accounting Estimates
The Company’s accounting and reporting policies are in accordance with GAAP and follow accounting and reporting guidelines prescribed by bank regulatory authorities and general practices within the financial services industry in which it operates. Our financial position and results of operations are affected by management's application of accounting policies, including estimates, and assumptions and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the balance sheet date and through the date the financial statements are filed with the SEC. Different assumptions in the application of these policies could result in material changes in the consolidated financial position and/or consolidated results of operations and related disclosures. The more critical accounting estimates include accounting for credit losses and valuation methodologies. Accordingly, these critical accounting estimates are discussed in detail in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2019. Significant accounting policies and any changes in accounting principles and effects of new accounting pronouncements are discussed in Note 1, Summary of Significant Accounting Policies, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data," in our Annual Report on Form 10-K for the year ended December 31, 2019. Additional disclosures regarding the effects of new accounting pronouncements are included in this report in Note 1, Summary of Significant Accounting Policies, to the unaudited condensed consolidated financial statements under Part I, Item 1, "Financial Information."
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RESULTS OF OPERATIONS
Three months ended March 31, 2020 compared with three months ended March 31, 2019
Summary
Net income totaled $5.1 million for the three months ended March 31, 2020 compared with net income of $3.1 million for the same period in 2019. Diluted EPS for the three months ended March 31, 2020 totaled $0.46, compared with $0.33 for the three months ended March 31, 2019. Net interest income positively influenced results of operations, and totaled $18.3 million for the three months ended March 31, 2020, a $3.5 million increase compared with 2019. Noninterest income, excluding investment securities gains, totaled $7.1 million for the three months ended March 31, 2020 compared with $4.8 million in 2019. Investment securities losses totaled $40 thousand in the three months ended March 31, 2020, compared with net gains of $339 thousand for the same period in 2019. Noninterest expenses totaled $18.3 million and $16.2 million for the three months ended March 31, 2020 and 2019, respectively.
The comparability of operating results for 2020 with 2019 have generally been impacted by the Hamilton acquisition completed on May 1, 2019.
Net Interest Income
Net interest income increased by $3.5 million, from $14.8 million to $18.3 million, for the three months ended March 31, 2020 compared with the three months ended March 31, 2019. Interest income on loans increased by $5.0 million, from $15.2 million to $20.2 million, securities interest income decreased $612 thousand, from $4.3 million to $3.7 million, and total interest expense increased $807 thousand from $4.9 million to $5.7 million, in comparing the three months ended March 31, 2020 with the three months ended March 31, 2019.
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The following table presents net interest income, net interest spread and net interest margin for the three months ended March 31, 2020 and 2019 on a taxable-equivalent basis:
| Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | ||||||||||||||||||||||||||||||||||
| Average Balance | Taxable- Equivalent Interest | Taxable- Equivalent Rate | Average Balance | Taxable- Equivalent Interest | Taxable- Equivalent Rate | ||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
Federal funds sold & interest-bearing bank balances | $ | 23,368 | $ | 79 | 1.37 | % | $ | 29,108 | $ | 173 | 2.41 | % | |||||||||||||||||||||||
Securities (1) | 500,488 | 3,797 | 3.05 | 499,755 | 4,558 | 3.70 | |||||||||||||||||||||||||||||
Loans (1)(2) | 1,653,547 | 20,288 | 4.93 | 1,257,654 | 15,273 | 4.93 | |||||||||||||||||||||||||||||
| Total interest-earning assets | 2,177,403 | 24,164 | 4.46 | 1,786,517 | 20,004 | 4.54 | |||||||||||||||||||||||||||||
| Other assets | 188,400 | 137,802 | |||||||||||||||||||||||||||||||||
| Total | $ | 2,365,803 | $ | 1,924,319 | |||||||||||||||||||||||||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||||||||||||||||||||||||
| Interest-bearing demand deposits | $ | 972,487 | 1,903 | 0.79 | $ | 845,092 | 1,850 | 0.89 | |||||||||||||||||||||||||||
| Savings deposits | 151,194 | 55 | 0.15 | 114,314 | 43 | 0.15 | |||||||||||||||||||||||||||||
| Time deposits | 503,364 | 2,396 | 1.91 | 403,095 | 1,822 | 1.83 | |||||||||||||||||||||||||||||
| Securities sold under agreements to repurchase | 9,440 | 32 | 1.35 | 8,619 | 27 | 1.26 | |||||||||||||||||||||||||||||
| FHLB Advances | 187,384 | 818 | 1.76 | 121,581 | 659 | 2.20 | |||||||||||||||||||||||||||||
| Subordinated notes | 31,853 | 501 | 6.33 | 31,886 | 497 | 6.32 | |||||||||||||||||||||||||||||
| Total interest-bearing liabilities | 1,855,722 | 5,705 | 1.24 | 1,524,587 | 4,898 | 1.30 | |||||||||||||||||||||||||||||
| Noninterest-bearing demand deposits | 250,163 | 202,365 | |||||||||||||||||||||||||||||||||
| Other | 33,763 | 23,310 | |||||||||||||||||||||||||||||||||
| Total Liabilities | 2,139,648 | 1,750,262 | |||||||||||||||||||||||||||||||||
| Shareholders’ Equity | 226,155 | 174,057 | |||||||||||||||||||||||||||||||||
| Total | $ | 2,365,803 | $ | 1,924,319 | |||||||||||||||||||||||||||||||
Taxable-equivalent net interest income /net interest spread | 18,459 | 3.22 | % | 15,106 | 3.24 | % | |||||||||||||||||||||||||||||
| Taxable-equivalent net interest margin | 3.41 | % | 3.43 | % | |||||||||||||||||||||||||||||||
| Taxable-equivalent adjustment | (197) | (346) | |||||||||||||||||||||||||||||||||
| Net interest income | $ | 18,262 | $ | 14,760 | |||||||||||||||||||||||||||||||
| NOTES TO ANALYSIS OF NET INTEREST INCOME: | |||||
| (1) | Average balances include nonaccrual loans. | ||||
| (2) | Interest income on loans includes prepayment and late fees. Where applicable, prior periods have been conformed to include these fees. | ||||
For the three months ended March 31, 2020, taxable-equivalent basis net interest income increased by $3.4 million compared with the three months ended March 31, 2019. The increase reflected an increase of $390.9 million in average interest-earning assets partially offset by an increase of $331.1 million in average interest-bearing liabilities from the three months ended March 31, 2019 to the three months ended March 31, 2020. These balances increased due to the Hamilton acquisition in May 2019.
Taxable-equivalent interest income earned on loans increased by $5.0 million year-over-year. The $395.9 million increase in average loan balance year-over-year primarily reflects loans acquired in the Hamilton acquisition, which totaled approximately $347.4 million at the acquisition date. The remaining increase was driven by increased commercial loan production through the hiring of several commercial relationship managers in the second half of 2019. The yield on loans was unchanged at 4.93% for the three months ended March 31, 2020 and 2019, despite the decline in market interest rates. This was due primarily to the benefit from accretion of purchase accounting adjustments which were $598 thousand for the three months ended March 31, 2020 as compared to $171 thousand for the three months ended March 31, 2019. The three months ended March 31, 2020 included $382 thousand of accelerated accretion related to the payoff of two purchased credit impaired loans.
49
Taxable-equivalent securities interest income decreased by $761 thousand year-over-year, with the taxable equivalent yield decreasing from 3.70% for the three months ended March 31, 2019 to 3.05% for the three months ended March 31, 2020. The 65 basis point decrease in taxable-equivalent yield on securities reflected the decreased interest rate environment between years and certain repositioning within the portfolio under the Company's asset/liability management strategies. The impact of the interest rate decline was partially offset by an increase of $733 thousand in the average balance of securities from the three months ended March 31, 2019 to the three months ended March 31, 2020. As the Bank continues to execute its plan to grow relationship loans, it will work to reduce its investment portfolio to fund some of this loan growth through investment repayments.
Interest expense on deposits and borrowings increased by $807 thousand year-over-year, with the average balance of interest-bearing deposits increasing by $264.5 million and the average balance of total borrowings increasing by $66.6 million. The impact of these increases, which was due primarily to the Hamilton acquisition, was partially offset by a reduction of six basis points in the yield on interest-bearing liabilities from the three months ended March 31, 2019 to the three months ended March 31, 2020.
Provision for Loan Losses
Asset quality trends continue to be solid with a low level of charge-offs and nonperforming loans. The provision for loan losses totaled $925 thousand for the three months ended March 31, 2020 compared with $400 thousand for the same period in 2019. The provision recorded in the three months ended March 31, 2020 was driven by an increase in qualitative factor assumptions as a result of the COVID-19 pandemic. Net recoveries in the three months ended March 31, 2020 totaled $223 thousand, as compared to net charge-offs of $131 thousand in the comparable prior year period. Nonperforming loans were 0.47% of gross loans at March 31, 2020, compared with 0.65% of gross loans at December 31, 2019. Nonperforming loans decreased by $2.9 million from December 31, 2019 to March 31, 2020 due primarily to a measurement period adjustment for the transfer of a $2.6 million loan from the Hamilton acquisition into the PCI pool during the three months ended March 31, 2020.
Additional information is included in the "Credit Risk Management" section herein.
Noninterest Income
The following table compares noninterest income for the three months ended March 31, 2020 and 2019:
| Three Months Ended March 31, | $ Change | % Change | |||||||||||||||||||||
| 2020 | 2019 | 2020-2019 | 2020-2019 | ||||||||||||||||||||
| Service charges on deposit accounts | $ | 847 | $ | 753 | $ | 94 | 12 | % | |||||||||||||||
| Interchange income | 788 | 736 | 52 | 7 | % | ||||||||||||||||||
| Other service charges, commissions and fees | 140 | 149 | (9) | (6) | % | ||||||||||||||||||
| Loan swap referral fees | 200 | — | 200 | — | % | ||||||||||||||||||
| Trust and investment management income | 1,640 | 1,758 | (118) | (7) | % | ||||||||||||||||||
| Brokerage income | 719 | 478 | 241 | 50 | % | ||||||||||||||||||
| Mortgage banking activities | 332 | 468 | (136) | (29) | % | ||||||||||||||||||
| Gain on sale of portfolio loans | 1,878 | — | 1,878 | — | % | ||||||||||||||||||
| Income from life insurance | 540 | 342 | 198 | 58 | % | ||||||||||||||||||
| Other income | 30 | 112 | (82) | (73) | % | ||||||||||||||||||
| Subtotal before securities (losses) gains | 7,114 | 4,796 | 2,318 | 48 | % | ||||||||||||||||||
| Investment securities (losses) gains | (40) | 339 | (379) | (112) | % | ||||||||||||||||||
| Total noninterest income | $ | 7,074 | $ | 5,135 | $ | 1,939 | 38 | % | |||||||||||||||
50
The following factors contributed to the more significant changes in noninterest income between the three months ended March 31, 2020 and 2019:
•Service charges on deposit accounts and interchange income increased due primarily to the Hamilton acquisition in May 2019.
•In the three months ended March 31, 2020, the Company recognized income of $200 thousand for loan swap referral fees under a program in which it refers qualified commercial borrowers to a third party, which enters into an interest rate swap agreement with the borrower. The program began in the third quarter of 2019. The rate swap provides the borrower with the economic equivalent of a fixed-rate loan while allowing the Company to receive a variable rate of interest. Income from this program will vary from quarter to quarter depending on demand from qualified borrowers with a preference to enter into swap agreements with the third party.
•Brokerage income increased by $241 thousand due primarily to the addition of a new team of financial advisors late in the first quarter of 2019.
•Mortgage banking income decreased by $136 thousand. During the three months ended March 31, 2020, the Company recorded an MSR impairment charge of $501 thousand driven by significant market interest rate reductions caused by the COVID-19 pandemic. This was partially offset by income of $332 thousand on the fair value of interest rate lock commitments during the three months ended March 31, 2020. The Company began recognizing this income in the fourth quarter of 2019. Loans sold in the three months ended March 31, 2020 totaled $22.0 million compared with $15.2 million in the three months ended March 31, 2019.
•Income from life insurance increased by $198 thousand due to additional policies obtained through the Hamilton acquisition.
•During the three months ended March 31, 2020, the Bank recorded $1.9 million in gains due to the sale of $9.2 million of classified loans for a gain of $1.6 million and the sale of an $11.0 million portfolio of recreational vehicle loans for a gain of $314 thousand.
During the three months ended March 31, 2020, the Company recorded a net investment securities loss of $40 thousand due to the decrease in the value of an equity security. The Company recognized net investment securities gains of $339 thousand in 2019 as opportunities became available to reposition part of the investment portfolio under asset/liability management strategies or to improve responsiveness of the portfolio to interest rate conditions, while also considering funding requirements of anticipated lending activity.
51
Noninterest Expenses
The following table compares noninterest expenses for the three months ended March 31, 2020 and 2019:
| Three Months Ended March 31, | $ Change | % Change | |||||||||||||||||||||
| 2020 | 2019 | 2020-2019 | 2020-2019 | ||||||||||||||||||||
| Salaries and employee benefits | $ | 11,594 | $ | 8,677 | $ | 2,917 | 33.6 | % | |||||||||||||||
| Occupancy | 1,127 | 1,001 | 126 | 12.6 | % | ||||||||||||||||||
| Furniture and equipment | 1,162 | 1,023 | 139 | 13.6 | % | ||||||||||||||||||
| Data processing | 871 | 770 | 101 | 13.1 | % | ||||||||||||||||||
| Automated teller machine and interchange fees | 251 | 236 | 15 | 6.4 | % | ||||||||||||||||||
| Advertising and bank promotions | 789 | 521 | 268 | 51.4 | % | ||||||||||||||||||
| FDIC insurance | 47 | 185 | (138) | (74.6) | % | ||||||||||||||||||
| Other professional services | 716 | 557 | 159 | 28.5 | % | ||||||||||||||||||
| Directors' compensation | 201 | 236 | (35) | (14.8) | % | ||||||||||||||||||
| Taxes other than income | — | 306 | (306) | (100.0) | % | ||||||||||||||||||
| Intangible asset amortization | 463 | 208 | 255 | 122.6 | % | ||||||||||||||||||
| Merger related and branch consolidation expenses | — | 645 | (645) | (100.0) | % | ||||||||||||||||||
| Insurance claim receivable (recovery) write off | (486) | 615 | (1,101) | (179.0) | % | ||||||||||||||||||
| Other operating expenses | 1,569 | 1,181 | 388 | 32.9 | % | ||||||||||||||||||
| Total noninterest expenses | $ | 18,304 | $ | 16,161 | $ | 2,143 | 13.3 | % | |||||||||||||||
The following factors contributed to the more significant changes in noninterest expenses between the three months ended March 31, 2020 and 2019:
•Expanded operations with the addition of employees and branches from the Hamilton acquisition in May 2019; five branches were consolidated in the three months ended March 31, 2020.
•The increase in salaries and employee benefits principally reflected employees added in the Hamilton acquisition and prior year additions to the Bank’s commercial lending team. In addition, the increase included the impact of our overall expansion efforts, annual merit increases, and incremental expense for additional share-based compensation awards granted in 2020, net of the benefit of forfeitures. In 2020, overall costs associated with the Company's self-insured group health plan were higher than in 2019 due to an increased number of employees and fluctuations in claims experience.
•Occupancy, furniture and equipment costs reflected the branches acquired, partially offset by the impact of the consolidation of five branches in the first quarter of 2020.
•Advertising and bank promotions increased by $268 thousand due primarily to an increase in contributions in the three months ended March 31, 2020. The impact of this increase was offset by the reduction in taxes other than income noted below.
•The decrease in FDIC insurance expense reflects credits received in the first quarter of 2020 that offset the Bank's fourth quarter 2019 FDIC assessment. The FDIC's assessment regulations provide that, for banks with consolidated total assets under $10 billion, after the reserve ratio reaches 1.38% (and provided that it remains at least 1.38%), the FDIC will automatically apply credits to reduce regular deposit insurance assessments up to the full amount of their assessments or the full amount of their credits, whichever is less. The reserve ratio reached 1.40% on June 30, 2019. Therefore, credits were first applied during the third quarter of 2019. The final credit was applied as of the March 31, 2020 payment as the reserve ratio was sufficiently maintained.
•Taxes other than income decreased by $306 thousand as increased contributions to the Pennsylvania Educational Improvement Tax Credit program resulted in a reduction in the Bank’s Pennsylvania bank shares tax expense during the three months ended March 31, 2020.
•Intangible asset amortization increased principally due to amortization of core deposit intangibles recorded in the Hamilton acquisition.
•The Company incurred merger related expenses in the three months ended March 31, 2019 principally due to legal and professional fees for the Hamilton acquisition and system conversion expenses for Mercersburg Financial Corporation, which was acquired in October 2018.
52
•In the first quarter of 2019, the Company incurred a $615 thousand expense to write off an insurance claim receivable from a 2018 cyber security incident. During the three months ended March 31, 2020, $486 thousand of this expense was recovered through refunds received from the insurance company.
•Other line items within noninterest expenses showed fluctuations between 2020 and 2019 attributable to normal business operations and the impact of acquisitions.
Income Tax Expense
Income tax expense totaled $1.0 million, an effective tax rate of 17.0%, for the three months ended March 31, 2020, compared with $232 thousand, an effective tax rate of 7.0%, for the three months ended March 31, 2019. The Company’s effective tax rate is less than the 21% federal statutory rate, principally due to tax-free income, which includes interest income on tax-free loans and securities and income from life insurance policies, federal income tax credits, and the impact of non-tax deductible expenses, including merger related expenses. The Company recorded a tax benefit of $185 thousand in the first quarter of 2019, related to a favorable tax law clarification concerning the treatment of life insurance assets of an acquired entity. This tax benefit had the effect of lowering the effective tax rate for the three months ended March 31, 2019 by approximately 5.5%. The remaining difference in the effective tax rate from the three months ended March 31, 2019 to the three months ended March 31, 2020 was due to an increase in estimated earnings before income taxes.
53
FINANCIAL CONDITION
Management devotes substantial time to overseeing the investment of funds in loans and securities and the formulation of policies directed toward the profitability and management of the risks associated with these investments.
Investment Securities
The Company utilizes investment securities to manage interest rate risk, to enhance income through interest and dividend income, to provide liquidity and to provide collateral for certain deposits and borrowings. At March 31, 2020, investment securities totaled $479.6 million, a decrease of $11.3 million, from the $490.9 million balance at December 31, 2019. The balance of investments securities included net unrealized losses of $17.9 million at March 31, 2020 as compared to net unrealized losses of $607 thousand at December 31, 2019. This decline was driven by the significant reduction in market rates in the first quarter of 2020. The decline in investment securities from December 31, 2019 to March 31, 2020 resulting from the increase in unrealized losses was partially offset by net securities purchases of $5.8 million in the three months ended March 31, 2020.
In the three months ended March 31, 2020, the Company realized net losses totaling $40 thousand due to a market value adjustment to an equity security, compared to net investment security gains of $339 thousand at March 31, 2019
Loan Portfolio
The Company offers a variety of products to meet the credit needs of its borrowers, principally commercial real estate loans, commercial and industrial loans, and retail loans consisting of loans secured by residential properties, and to a lesser extent, installment loans. No loans are extended to non-domestic borrowers or governments.
The risks associated with lending activities differ among loan classes and are subject to the impact of changes in interest rates, market conditions of collateral securing the loans and general economic conditions. Any of these factors may adversely impact a borrower’s ability to repay loans, and also impact the associated collateral. See Note 4, Loans and Allowance for Loan Losses, to the unaudited condensed consolidated financial statements under Part I, Item 1, "Financial Information," for a description of the Company’s loan classes and differing levels of associated credit risk.
The following table presents the loan portfolio, excluding residential LHFS, by segment and class at March 31, 2020 and December 31, 2019:
| March 31, 2020 | December 31, 2019 | ||||||||||
| Commercial real estate: | |||||||||||
| Owner occupied | $ | 168,586 | $ | 170,884 | |||||||
| Non-owner occupied | 377,933 | 361,050 | |||||||||
| Multi-family | 107,797 | 106,893 | |||||||||
| Non-owner occupied residential | 118,773 | 120,038 | |||||||||
| Acquisition and development: | |||||||||||
| 1-4 family residential construction | 13,037 | 15,865 | |||||||||
| Commercial and land development | 49,348 | 41,538 | |||||||||
| Commercial and industrial | 235,791 | 214,554 | |||||||||
| Municipal | 46,551 | 47,057 | |||||||||
| Residential mortgage: | |||||||||||
| First lien | 324,766 | 336,372 | |||||||||
| Home equity - term | 13,337 | 14,030 | |||||||||
| Home equity - lines of credit | 165,375 | 165,314 | |||||||||
| Installment and other loans | 35,654 | 50,735 | |||||||||
| $ | 1,656,948 | $ | 1,644,330 | ||||||||
Total loans grew $12.6 million from December 31, 2019 to March 31, 2020. Loan balances continued to grow from the prior year due to the addition of several commercial relationship managers in the second half of 2019. The resulting increase in production was partially offset by the sale of $9.2 million in acquired classified loans and $11.0 million of acquired recreational vehicle loans.
54
Asset Quality
Risk Elements
The Company’s loan portfolio is subject to varying degrees of credit risk. Credit risk is managed through our underwriting standards, on-going credit reviews, and monitoring of asset quality measures. Additionally, loan portfolio diversification, which limits exposure to a single industry or borrower, and collateral requirements also mitigate our risk of credit loss.
The loan portfolio consists principally of loans to borrowers in south central Pennsylvania and the greater Baltimore, Maryland region. As the majority of loans are concentrated in these geographic regions, a substantial portion of the borrowers' ability to honor their obligations may be affected by the level of economic activity in the market areas.
Nonperforming assets include nonaccrual loans and foreclosed real estate. In addition, restructured loans still accruing and loans past due 90 days or more and still accruing are also deemed to be risk assets. For all loan classes, generally the accrual of interest income ceases when principal or interest is past due 90 days or more and collateral is inadequate to cover principal and interest or immediately if, in the opinion of management, full collection is unlikely. Interest will continue to accrue on loans past due 90 days or more if the collateral is adequate to cover principal and interest, and the loan is in the process of collection. Interest accrued, but not collected, as of the date of placement on nonaccrual status, is generally reversed and charged against interest income, unless fully collateralized. Subsequent payments received are either applied to the outstanding principal balance or recorded as interest income, depending on management’s assessment of the ultimate collectability of principal. Loans are returned to accrual status, for all loan classes, when all the principal and interest amounts contractually due are brought current, the loans have performed in accordance with the contractual terms of the note for a reasonable period of time, generally six months, and the ultimate collectability of the total contractual principal and interest is reasonably assured. Past due status is based on contract terms of the loan.
Loans, the terms of which are modified, are classified as TDRs if a concession was granted for legal or economic reasons related to a borrower’s financial difficulties. Concessions granted under a TDR typically involve a temporary deferral of scheduled loan payments, an extension of a loan’s stated maturity date, temporary reduction in interest rates, or below market rates. If a modification occurs while the loan is on accruing status, it will continue to accrue interest under the modified terms. Nonaccrual TDRs are restored to accrual status if scheduled principal and interest payments, under the modified terms, are current for six months after modification, and the borrower continues to demonstrate its ability to meet the modified terms. TDRs are evaluated individually for impairment if they have been restructured during the most recent calendar year, or if they are not performing according to their modified terms.
55
The following table presents the Company’s risk elements, including the aggregate balances of nonaccrual loans, restructured loans still accruing, loans past due 90 days or more, and OREO as of March 31, 2020 and December 31, 2019. Relevant asset quality ratios are also presented.
| March 31, 2020 | December 31, 2019 | ||||||||||
| Nonaccrual loans | $ | 7,806 | $ | 10,657 | |||||||
| OREO | 197 | 197 | |||||||||
| Total nonperforming assets | 8,003 | 10,854 | |||||||||
| Restructured loans still accruing | 971 | 979 | |||||||||
| Loans past due 90 days or more and still accruing | 2,115 | 2,232 | |||||||||
| Total nonperforming and other risk assets | $ | 11,089 | $ | 14,065 | |||||||
| Loans 30-89 days past due | $ | 21,271 | $ | 17,527 | |||||||
| Asset quality ratios: | |||||||||||
| Total nonperforming loans to total loans | 0.47 | % | 0.65 | % | |||||||
| Total nonperforming assets to total assets | 0.34 | % | 0.46 | % | |||||||
| Total nonperforming assets to total loans and OREO | 0.48 | % | 0.66 | % | |||||||
| Total risk assets to total loans and OREO | 0.67 | % | 0.86 | % | |||||||
| Total risk assets to total assets | 0.46 | % | 0.59 | % | |||||||
| ALL to total loans | 0.95 | % | 0.89 | % | |||||||
| ALL to nonperforming loans | 202.45 | % | 137.52 | % | |||||||
| ALL to nonperforming loans and restructured loans still accruing | 180.05 | % | 125.95 | % | |||||||
Total nonperforming and other risk assets decreased by $3.0 million, or 21.2%, from December 31, 2019 to March 31, 2020. The principal driver for this decrease is a measurement period adjustment for the transfer of a $2.6 million loan from the Hamilton acquisition into the PCI pool during the three months ended March 31, 2020.
The following table presents detail of impaired loans at March 31, 2020 and December 31, 2019:
| March 31, 2020 | December 31, 2019 | ||||||||||||||||||||||||||||||||||
| Nonaccrual Loans | Restructured Loans Still Accruing | Total | Nonaccrual Loans | Restructured Loans Still Accruing | Total | ||||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||||||||
| Owner occupied | $ | 3,458 | $ | 29 | $ | 3,487 | $ | 5,842 | $ | 30 | $ | 5,872 | |||||||||||||||||||||||
| Multi-family | 336 | — | 336 | 345 | — | 345 | |||||||||||||||||||||||||||||
| Non-owner occupied residential | 340 | — | 340 | 235 | — | 235 | |||||||||||||||||||||||||||||
| Acquisition and development: | |||||||||||||||||||||||||||||||||||
| Commercial and land development | 837 | — | 837 | — | — | — | |||||||||||||||||||||||||||||
| Commercial and industrial | 840 | — | 840 | 1,763 | — | 1,763 | |||||||||||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||||||||
| First lien | 1,263 | 925 | 2,188 | 1,659 | 931 | 2,590 | |||||||||||||||||||||||||||||
| Home equity - term | 12 | — | 12 | 13 | — | 13 | |||||||||||||||||||||||||||||
| Home equity - lines of credit | 700 | 17 | 717 | 715 | 18 | 733 | |||||||||||||||||||||||||||||
| Installment and other loans | 20 | — | 20 | 85 | — | 85 | |||||||||||||||||||||||||||||
| $ | 7,806 | $ | 971 | $ | 8,777 | $ | 10,657 | $ | 979 | $ | 11,636 | ||||||||||||||||||||||||
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The following table presents our exposure to borrowers with impaired loans, partial charge-offs taken to date and specific reserves established on the borrowing relationships at March 31, 2020 and December 31, 2019. Of the relationships deemed to be impaired at March 31, 2020, one had a recorded balance in excess of $1.0 million, and 64, or 35.1%, of total impaired loans, had recorded balances of less than $250 thousand.
| # of Relationships | Recorded Investment | Partial Charge-offs to Date | Specific Reserves | ||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||
| Relationships greater than $1,000,000 | 1 | $ | 2,766 | $ | — | $ | — | ||||||||||||||||
| Relationships greater than $500,000 but less than $1,000,000 | 3 | 1,964 | 17 | — | |||||||||||||||||||
| Relationships greater than $250,000 but less than $500,000 | 3 | 965 | — | — | |||||||||||||||||||
| Relationships less than $250,000 | 64 | 3,082 | 593 | 37 | |||||||||||||||||||
| 71 | $ | 8,777 | $ | 610 | $ | 37 | |||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||
| Relationships greater than $1,000,000 | 2 | $ | 5,218 | $ | — | $ | — | ||||||||||||||||
| Relationships greater than $500,000 but less than $1,000,000 | 2 | 1,516 | 17 | — | |||||||||||||||||||
| Relationships greater than $250,000 but less than $500,000 | 3 | 980 | — | — | |||||||||||||||||||
| Relationships less than $250,000 | 68 | 3,922 | 781 | 36 | |||||||||||||||||||
| 75 | $ | 11,636 | $ | 798 | $ | 36 | |||||||||||||||||
The Company takes partial charge-offs on collateral-dependent loans when carrying value exceeds estimated fair value, as determined by the most recent appraisal adjusted for current (within the quarter) conditions, less costs to dispose. Impairment reserves remain in place if updated appraisals are pending, and represent management’s estimate of potential loss.
Internal loan reviews are completed annually on all commercial relationships with a committed loan balance in excess of $500 thousand, which includes confirmation of risk rating by an independent credit officer. Credit Administration also reviews loans in excess of $1.0 million. In addition, all relationships greater than $250 thousand rated Substandard, Doubtful or Loss are reviewed and corresponding risk ratings are reaffirmed by the Bank's Problem Loan Committee, with subsequent reporting to the Management ERM Committee.
In its individual loan impairment analysis, the Company determines the extent of any full or partial charge-offs that may be required, or any reserves that may be needed. The determination of the Company’s charge-offs or impairment reserve include an evaluation of the outstanding loan balance and the related collateral securing the credit. Through a combination of collateral securing the loans and partial charge-offs taken to date, the Company believes that it has adequately provided for the potential losses that it may incur on these relationships at March 31, 2020. However, over time, additional information may result in increased reserve allocations or, alternatively, it may be deemed that the reserve allocations exceed those that are needed.
The Company’s OREO balance of $197 thousand at March 31, 2020 and December 31, 2019 consisted of two commercial and one residential properties. All OREO properties are carried at the lower of cost or fair value, less costs to dispose.
Credit Risk Management
Allowance for Loan Losses
The Company maintains the ALL at a level deemed adequate by management for probable incurred credit losses. The ALL is established and maintained through a provision for loan losses charged to earnings. Quarterly, management assesses the adequacy of the ALL using a defined methodology which considers specific credit evaluation of impaired loans, past loan loss historical experience and qualitative factors. Management addresses the requirements for loans individually identified as impaired, loans collectively evaluated for impairment, and other bank regulatory guidance in its assessment.
The ALL is evaluated based on review of the collectability of loans in light of historical experience; the nature and volume of the loan portfolio; adverse situations that may affect a borrower’s ability to repay; estimated value of any underlying collateral; and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. A description of the methodology for establishing the allowance and provision for loan losses and related procedures in establishing the appropriate level of reserve is included in Note 4, Loans and Allowance for Loan Losses, to the unaudited condensed consolidated financial statements under Part I, Item 1, "Financial Information."
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The following table summarizes the Company’s internal risk ratings at March 31, 2020 and December 31, 2019:
| Pass | Special Mention | Non-Impaired Substandard | Impaired - Substandard | Doubtful | PCI Loans | Total | |||||||||||||||||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||||||||||||||
| Owner occupied | $ | 152,679 | $ | 4,538 | $ | 3,013 | $ | 3,487 | $ | — | $ | 4,869 | $ | 168,586 | |||||||||||||||||||||||||||
| Non-owner occupied | 361,029 | 15,996 | — | — | — | 908 | 377,933 | ||||||||||||||||||||||||||||||||||
| Multi-family | 102,838 | 3,951 | 672 | 336 | — | — | 107,797 | ||||||||||||||||||||||||||||||||||
| Non-owner occupied residential | 111,102 | 4,374 | 1,380 | 340 | — | 1,577 | 118,773 | ||||||||||||||||||||||||||||||||||
| Acquisition and development: | |||||||||||||||||||||||||||||||||||||||||
| 1-4 family residential construction | 12,523 | 514 | — | — | — | — | 13,037 | ||||||||||||||||||||||||||||||||||
| Commercial and land development | 47,762 | 200 | 549 | 837 | — | — | 49,348 | ||||||||||||||||||||||||||||||||||
| Commercial and industrial | 222,152 | 967 | 8,108 | 840 | — | 3,724 | 235,791 | ||||||||||||||||||||||||||||||||||
| Municipal | 42,221 | 4,330 | — | — | — | — | 46,551 | ||||||||||||||||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||||||||||||||
| First lien | 316,296 | — | — | 2,188 | — | 6,282 | 324,766 | ||||||||||||||||||||||||||||||||||
| Home equity - term | 13,233 | 72 | — | 12 | — | 20 | 13,337 | ||||||||||||||||||||||||||||||||||
| Home equity - lines of credit | 164,549 | 73 | 36 | 717 | — | — | 165,375 | ||||||||||||||||||||||||||||||||||
| Installment and other loans | 35,540 | — | — | 20 | — | 94 | 35,654 | ||||||||||||||||||||||||||||||||||
| $ | 1,581,924 | $ | 35,015 | $ | 13,758 | $ | 8,777 | $ | — | $ | 17,474 | $ | 1,656,948 | ||||||||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||||||||||||||
| Owner occupied | $ | 151,161 | $ | 4,513 | $ | 3,163 | $ | 5,872 | $ | — | $ | 6,175 | $ | 170,884 | |||||||||||||||||||||||||||
| Non-owner occupied | 342,753 | 17,152 | — | — | — | 1,145 | 361,050 | ||||||||||||||||||||||||||||||||||
| Multi-family | 100,361 | 4,822 | 682 | 345 | — | 683 | 106,893 | ||||||||||||||||||||||||||||||||||
| Non-owner occupied residential | 111,697 | 4,534 | 1,115 | 235 | — | 2,457 | 120,038 | ||||||||||||||||||||||||||||||||||
| Acquisition and development: | |||||||||||||||||||||||||||||||||||||||||
| 1-4 family residential construction | 15,865 | — | — | — | — | — | 15,865 | ||||||||||||||||||||||||||||||||||
| Commercial and land development | 39,939 | 206 | 1,393 | — | — | — | 41,538 | ||||||||||||||||||||||||||||||||||
| Commercial and industrial | 198,951 | 1,133 | 8,899 | 1,763 | — | 3,808 | 214,554 | ||||||||||||||||||||||||||||||||||
| Municipal | 42,649 | 4,408 | — | — | — | — | 47,057 | ||||||||||||||||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||||||||||||||
| First lien | 323,040 | 978 | — | 2,590 | — | 9,764 | 336,372 | ||||||||||||||||||||||||||||||||||
| Home equity - term | 13,774 | 74 | 149 | 13 | — | 20 | 14,030 | ||||||||||||||||||||||||||||||||||
| Home equity - lines of credit | 164,469 | 74 | 38 | 733 | — | — | 165,314 | ||||||||||||||||||||||||||||||||||
| Installment and other loans | 50,497 | — | — | 85 | — | 153 | 50,735 | ||||||||||||||||||||||||||||||||||
| $ | 1,555,156 | $ | 37,894 | $ | 15,439 | $ | 11,636 | $ | — | $ | 24,205 | $ | 1,644,330 | ||||||||||||||||||||||||||||
Potential problem loans are defined as performing loans which have characteristics that cause management concern over the ability of the borrower to perform under present loan repayment terms and which may result in the reporting of these loans as nonperforming loans in the future. Generally, management feels that Substandard loans that are currently performing and not
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considered impaired result in some doubt as to the borrower’s ability to continue to perform under the terms of the loan, and represent potential problem loans. Additionally, the Special Mention classification is intended to be a temporary classification reflective of loans that have potential weaknesses that may, if not monitored or corrected, weaken the asset or inadequately protect the Company’s position at some future date. Special Mention loans represent an elevated risk, but their weakness does not yet justify a more severe, or classified, rating. These loans require inquiry by lenders on the cause of the potential weakness and, once analyzed, the loan classification may be downgraded to Substandard or, alternatively, could be upgraded to Pass.
The following table summarizes activity in the ALL for the three months ended March 31, 2020 and 2019:
| Commercial | Consumer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate | Acquisition and Development | Commercial and Industrial | Municipal | Total | Residential Mortgage | Installment and Other | Total | Unallocated | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | 7,634 | $ | 959 | $ | 2,356 | $ | 100 | $ | 11,049 | $ | 3,147 | $ | 319 | $ | 3,466 | $ | 140 | $ | 14,655 | |||||||||||||||||||||||||||||||||||||||
| Provision for loan losses | 383 | 71 | 322 | (1) | 775 | 77 | 42 | 119 | 31 | 925 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Charge-offs | — | — | (75) | — | (75) | (91) | (72) | (163) | — | (238) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Recoveries | 403 | 3 | 44 | — | 450 | 6 | 5 | 11 | — | 461 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, end of period | $ | 8,420 | $ | 1,033 | $ | 2,647 | $ | 99 | $ | 12,199 | $ | 3,139 | $ | 294 | $ | 3,433 | $ | 171 | $ | 15,803 | |||||||||||||||||||||||||||||||||||||||
| March 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | 6,876 | $ | 817 | $ | 1,656 | $ | 98 | $ | 9,447 | $ | 3,753 | $ | 244 | $ | 3,997 | $ | 570 | $ | 14,014 | |||||||||||||||||||||||||||||||||||||||
| Provision for loan losses | 103 | 150 | 159 | — | 412 | 189 | (26) | 163 | (175) | 400 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Charge-offs | (25) | — | (43) | — | (68) | (246) | (20) | (266) | — | (334) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Recoveries | 71 | 2 | 42 | — | 115 | 69 | 19 | 88 | — | 203 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, end of period | $ | 7,025 | $ | 969 | $ | 1,814 | $ | 98 | $ | 9,906 | $ | 3,765 | $ | 217 | $ | 3,982 | $ | 395 | $ | 14,283 | |||||||||||||||||||||||||||||||||||||||
The ALL at March 31, 2020, increased $1.1 million from December 31, 2019, reflecting the $925 thousand provision for loan losses and net recoveries during the three months ended March 31, 2020. The provision for loan losses increased in the three months ended March 31, 2020 as a result of qualitative factor adjustments for the impact of the COVID-19 pandemic on the Bank’s loan portfolio in the three months ended March 31, 2020. Net recoveries totaled $223 thousand for the three months ended March 31, 2020, compared with net charge-offs of $131 thousand for the same period in 2019. Classified loans totaled $22.5 million at March 31, 2020, or 1.4% of total loans outstanding, and decreased from $27.1 million at December 31, 2019, or 1.6% of loans outstanding. The asset quality ratios previously noted are indicative of the continued benefit the Company has received from favorable historical charge-off statistics and generally stable economic and market conditions for the last few years, even while the loan portfolio has been growing. Recent loan growth trends, as well as concerns regarding the COVID-19 pandemic contributed to management's determination that an increased provision for loan losses was required to maintain an adequate ALL, with an ALL to total loans ratio of 0.95% at March 31, 2020 as compared to 0.89% at December 31, 2019.
Despite generally favorable historical charge-off data and stable economic and market conditions, the growth the Company has experienced in its loan portfolio and the impact of the COVID-19 pandemic may result in the need for additional provisions for loan losses in future quarters.
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The following table summarizes the ending loan balances individually or collectively evaluated for impairment based on loan type, as well as the ALL allocation for each, at March 31, 2020 and December 31, 2019, including PCI loans:
| Commercial | Consumer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate | Acquisition and Development | Commercial and Industrial | Municipal | Total | Residential Mortgage | Installment and Other | Total | Unallocated | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loans allocated by: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Individually evaluated for impairment | $ | 4,163 | $ | 837 | $ | 840 | $ | — | $ | 5,840 | $ | 2,917 | $ | 20 | $ | 2,937 | $ | — | $ | 8,777 | |||||||||||||||||||||||||||||||||||||||
| Collectively evaluated for impairment | 768,926 | 61,548 | 234,951 | 46,551 | 1,111,976 | 500,561 | 35,634 | 536,195 | — | 1,648,171 | |||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 773,089 | $ | 62,385 | $ | 235,791 | $ | 46,551 | $ | 1,117,816 | $ | 503,478 | $ | 35,654 | $ | 539,132 | $ | — | $ | 1,656,948 | ||||||||||||||||||||||||||||||||||||||||
| ALL allocated by: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Individually evaluated for impairment | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 37 | $ | — | $ | 37 | $ | — | $ | 37 | |||||||||||||||||||||||||||||||||||||||
| Collectively evaluated for impairment | 8,420 | 1,033 | 2,647 | 99 | 12,199 | 3,102 | 294 | 3,396 | 171 | 15,766 | |||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 8,420 | $ | 1,033 | $ | 2,647 | $ | 99 | $ | 12,199 | $ | 3,139 | $ | 294 | $ | 3,433 | $ | 171 | $ | 15,803 | ||||||||||||||||||||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loans allocated by: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Individually evaluated for impairment | $ | 6,452 | $ | — | $ | 1,763 | $ | — | $ | 8,215 | $ | 3,336 | $ | 85 | $ | 3,421 | $ | — | $ | 11,636 | |||||||||||||||||||||||||||||||||||||||
| Collectively evaluated for impairment | 752,413 | 57,403 | 212,791 | 47,057 | 1,069,664 | 512,380 | 50,650 | 563,030 | — | 1,632,694 | |||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 758,865 | $ | 57,403 | $ | 214,554 | $ | 47,057 | $ | 1,077,879 | $ | 515,716 | $ | 50,735 | $ | 566,451 | $ | — | $ | 1,644,330 | ||||||||||||||||||||||||||||||||||||||||
| ALL allocated by: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Individually evaluated for impairment | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 36 | $ | — | $ | 36 | $ | — | $ | 36 | |||||||||||||||||||||||||||||||||||||||
| Collectively evaluated for impairment | 7,634 | 959 | 2,356 | 100 | 11,049 | 3,111 | 319 | 3,430 | 140 | 14,619 | |||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 7,634 | $ | 959 | $ | 2,356 | $ | 100 | $ | 11,049 | $ | 3,147 | $ | 319 | $ | 3,466 | $ | 140 | $ | 14,655 | ||||||||||||||||||||||||||||||||||||||||
In addition to the specific reserve allocations on impaired loans noted previously, 15 loans, with aggregate outstanding principal balances of $1.7 million, have had cumulative partial charge-offs to the ALL totaling $610 thousand at March 31, 2020. As updated appraisals are received on collateral-dependent loans, partial charge-offs are taken to the extent the loans’ principal balance exceeds their fair value.
Management believes the allocation of the ALL between the various loan classes adequately reflects the probable incurred credit losses in each portfolio and is based on the methodology outlined in Note 4, Loans and Allowance for Loan Losses, to the Consolidated Financial Statements under Part I, Item 1, "Financial Information." Management re-evaluates and makes enhancements to its reserve methodology to better reflect the risks inherent in the different segments of the portfolio, particularly in light of increased charge-offs, with noticeable differences between the different loan classes. Management believes these enhancements to the ALL methodology improve the accuracy of quantifying probable incurred credit losses inherent in the portfolio. Management charges actual loan losses to the reserve and bases the provision for loan losses on its overall analysis.
The unallocated portion of the ALL reflects estimated inherent losses within the portfolio that have not been detected, as well as the risk of error in the specific and general reserve allocation, other potential exposure in the loan portfolio, variances in management’s assessment of national and local economic conditions and other factors management believes appropriate at the time. The unallocated portion of the ALL totaled $171 thousand, or 1.1% of the ALL balance, at March 31, 2020 compared with $140 thousand, or 1.0% of the ALL balance at December 31, 2019. The Company monitors the unallocated portion of the ALL and, by policy, has determined it should not exceed 6% of the total reserve. Future negative provisions for loan losses may result if the unallocated portion was to increase, and management determined the reserves were not required for the anticipated risk in the portfolio.
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Management believes the Company’s ALL is adequate based on currently available information. Future adjustments to the ALL and enhancements to the methodology may be necessary due to changes in economic conditions, regulatory guidance, or management’s assumptions as to future delinquencies or loss rates.
Deposits
Deposits totaled $1.9 billion at March 31, 2020, an increase of $21.8 million, or 1.2%, from $1.9 billion at December 31, 2019.
Noninterest-bearing deposits increased by $14.1 million, or 5.6%, from December 31, 2019 to March 31, 2020. Interest-bearing deposits totaled $1.6 billion at March 31, 2020, an increase of $7.7 million, or 0.5% from the $1.6 billion balance at December 31, 2019.
The Company continues to increase both noninterest-bearing and interest-bearing deposit relationships from its enhanced treasury management offerings as it increases its commercial relationships. Deposit growth in the first three months of 2020 was principally used to reduce total borrowings, to fund growth in the loan portfolio, and to reduce brokered deposits by approximately $16.1 million from December 31, 2020.
Shareholders' Equity, Capital Adequacy and Regulatory Matters
Capital management in a regulated financial services industry must properly balance return on equity to its shareholders while maintaining sufficient levels of capital and related risk-based regulatory capital ratios to satisfy statutory regulatory requirements. The Company’s capital management strategies have been developed to provide attractive rates of returns to its shareholders, while maintaining a “well capitalized” position of regulatory strength.
Shareholders’ equity totaled $210.6 million at March 31, 2020, a decrease of $12.7 million, or 5.7%, from $223.2 million at December 31, 2019. The decrease was primarily attributable an increase in accumulated other comprehensive loss from changes in net unrealized gains and losses in securities available for sale, which fell by $13.6 million from December 31, 2019 to March 31, 2020 due to declining interest rates. Accumulated other comprehensive loss also included $1.0 million in losses on cash flow hedges during the three months ended March 31, 2020. In addition, there were dividends paid on common stock totaling $1.9 million. These items were partially offset by growth in retained earnings from net income totaling $5.1 million for the three months ended March 31, 2020.
The Company routinely evaluates its capital levels in light of its risk profile to assess its capital needs. The Company and the Bank are subject to various regulatory capital requirements administered by federal and state banking agencies. The consolidated asset limit on small bank holding companies is $3.0 billion and a company with assets under that limit is not subject to the FRB consolidated capital rules, but may file reports that include capital amounts and ratios. The Company has elected to file those reports.
At March 31, 2020 and December 31, 2019, the Bank was considered well capitalized under applicable banking regulations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Prompt corrective action provisions are not applicable to bank holding companies, including financial holding companies.
Note 10, Shareholders' Equity and Regulatory Capital, to the Notes to Unaudited Condensed Consolidated Financial Statements under Part I, Item 1, "Financial Information," includes a table presenting capital amounts and ratios for the Company and the Bank at March 31, 2020 and December 31, 2019.
In addition to the minimum capital ratio requirement and minimum capital ratio to be well capitalized presented in the referenced table in Note 10, the Bank must maintain a capital conservation buffer as more fully described in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, Item 1 - Business, under the topic Basel III Capital Rules. At March 31, 2020, the Bank's capital conservation buffer, based on the most restrictive Total Capital to risk weighted assets capital ratio, was 5.4%, which is greater than the 2.5% requirement.
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Liquidity
The primary function of asset/liability management is to ensure adequate liquidity and manage the Company’s sensitivity to changing interest rates. Liquidity management involves the ability to meet the cash flow requirements of customers who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of investment securities, the sale of mortgage loans and borrowings from the FHLB of Pittsburgh. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.
We regularly adjust our investments in liquid assets based upon our assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities and the objectives of our asset/liability management policy.
The Company has applied for and received access to the liquidity facility created by the Federal Reserve for the pledging of PPP loans to further expand its already robust access to off balance sheet liquidity.
Mergers and Acquisitions
See Note 2, Mergers and Acquisitions, to the Consolidated Financial Statements under Part I, Item 1, "Financial Statements" in this Form 10-Q.
Supplemental Reporting of Non-GAAP Measures
As a result of acquisitions, the Company had intangible assets consisting of goodwill and core deposit and other intangible assets totaling $26.9 million and $27.1 million at March 31, 2020 and December 31, 2019, respectively.
Management believes providing certain “non-GAAP” financial information will assist investors in their understanding of the effect of acquisition activity on reported results, particularly to overcome comparability issues related to the influence of intangibles (principally goodwill) created in acquisitions.
Tangible book value per share and net interest margin excluding the impact of purchase accounting, as used by the Company in this supplemental reporting presentation, are determined by methods other than in accordance with GAAP. While we believe this information is a useful supplement to GAAP based measures presented in this Form 10-Q, readers are cautioned that this non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results and financial condition as reported under GAAP, nor are such measures necessarily comparable to non-GAAP performance measures that may be presented by other companies. This supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to be determined in accordance with GAAP.
The following table presents the computation of each non-GAAP based measure shown together with its most directly comparable GAAP based measure.
| March 31, 2020 | December 31, 2019 | |||||||||||||
| Tangible Book Value per Common Share | ||||||||||||||
| Shareholders' equity | $ | 210,570 | $ | 223,249 | ||||||||||
| Less: Goodwill | 20,142 | 19,925 | ||||||||||||
| Other intangible assets | 6,717 | 7,180 | ||||||||||||
| Related tax effect | (1,411) | (1,508) | ||||||||||||
| Tangible common equity (non-GAAP) | $ | 185,122 | $ | 197,652 | ||||||||||
| Common shares outstanding | 11,197 | 11,200 | ||||||||||||
| Book value per share (most directly comparable GAAP based measure) | $ | 18.81 | $ | 19.93 | ||||||||||
| Intangible assets per share | 2.28 | 2.28 | ||||||||||||
| Tangible book value per share (non-GAAP) | $ | 16.53 | $ | 17.65 | ||||||||||
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| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2020 | 2019 | ||||||||||||||||||||||||||||
| Taxable-Equivalent Net Interest Margin (excluding the effect of purchase accounting) | |||||||||||||||||||||||||||||
| Taxable-equivalent net interest income/margin, as reported | $ | 18,459 | 3.41 | % | $ | 15,106 | 3.43 | % | |||||||||||||||||||||
| Effect of purchase accounting: | |||||||||||||||||||||||||||||
| Loans | Income | (899) | (0.19) | % | (253) | (0.07) | % | ||||||||||||||||||||||
| Time deposits | Expenses | 28 | (0.01) | % | (9) | 0.00 | % | ||||||||||||||||||||||
| Purchase accounting effect on taxable-equivalent income/ margin | (927) | (0.20) | % | (244) | (0.07) | % | |||||||||||||||||||||||
| Taxable-equivalent net interest income/margin (excluding the effect of purchase accounting) (non-GAAP) | $ | 17,532 | 3.21 | % | $ | 14,862 | 3.36 | % | |||||||||||||||||||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk comprises exposure to interest rate risk, foreign currency exchange rate risk, commodity price risk, and other relevant market rate or price risks. In the banking industry, a major risk exposure is changing interest rates. The primary objective of monitoring our interest rate sensitivity, or risk, is to provide management the tools necessary to manage the balance sheet to minimize adverse changes in net interest income as a result of changes in the direction and level of interest rates. Federal Reserve Board monetary control efforts, the effects of deregulation, economic uncertainty and legislative changes have been significant factors affecting the task of managing interest rate sensitivity positions in recent years.
Interest Rate Risk
Interest rate risk is the exposure to fluctuations in the Company’s future earnings (earnings at risk) and value (value at risk) resulting from changes in interest rates. This exposure results from differences between the amounts of interest-earning assets and interest-bearing liabilities that reprice within a specified time period as a result of scheduled maturities, scheduled and unscheduled repayments, the propensity of borrowers and depositors to react to changes in their economic interests, and loan contractual interest rate changes.
We attempt to manage the level of repricing and maturity mismatch through our asset/liability management process so that fluctuations in net interest income are maintained within policy limits across a range of market conditions, while satisfying liquidity and capital requirements. Management recognizes that a certain amount of interest rate risk is inherent, appropriate and necessary to ensure the Company’s profitability. Thus, the goal of interest rate risk management is to evaluate the amount of reward for taking risk and adjusting both the size and composition of the balance sheet relative to the level of reward available for taking risk.
Management endeavors to control the exposure to changes in interest rates by understanding, reviewing and making decisions based on its risk position. The Company primarily uses its securities portfolio, FHLB advances, interest rate swaps and brokered deposits to manage its interest rate risk position. Additionally, pricing, promotion and product development activities are directed in an effort to emphasize the loan and deposit term or repricing characteristics that best meet current interest rate risk objectives.
We use simulation analysis to assess earnings at risk and net present value analysis to assess value at risk. These methods allow management to regularly monitor both the direction and magnitude of our interest rate risk exposure. These analyses require numerous assumptions including, but not limited to, changes in balance sheet mix, prepayment rates on loans and securities, cash flows and repricing of all financial instruments, changes in volumes and pricing, future shapes of the yield curve, relationship of market interest rates to each other (basis risk), credit spread and deposit sensitivity. Assumptions are based on management’s best estimates but may not accurately reflect actual results under certain changes in interest rate due to the timing, magnitude and frequency of rate changes and changes in market conditions and management strategies, among other factors. However, the analyses are useful in quantifying risk and providing a relative gauge of our interest rate risk position over time.
Our asset/liability committee operates under management policies, approved by the Board of Directors, which define guidelines and limits on the level of risk. The committee meets regularly and reviews our interest rate risk position and monitors various liquidity ratios to ensure a satisfactory liquidity position. By utilizing our analyses, we can determine changes that may need to be made to the asset and liability mixes to mitigate the change in net interest income under various interest rate scenarios. Management continually evaluates the condition of the economy, the pattern of market interest rates and other
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economic data to inform the committee on the selection of investment securities. Regulatory authorities also monitor our interest rate risk position along with other liquidity ratios.
Net Interest Income Sensitivity
Simulation analysis evaluates the effect of upward and downward changes in market interest rates on future net interest income. The analysis involves changing the interest rates used in determining net interest income over the next twelve months. The resulting percentage change in net interest income in various rate scenarios is an indication of our short-term interest rate risk. The analysis assumes recent pricing trends in new loan and deposit volumes will continue while balances remain constant. Additional assumptions are applied to modify pricing under the various rate scenarios.
The simulation analysis results are presented in the Net Interest Income table below. At March 31, 2020, results indicated the Company would be better positioned over the next 12 months in a moderately increasing rate environment than it would be if interest rates declined. At December 31, 2019, results indicated the Company would be better positioned over the subsequent 12 months in a moderately declining rate environment than it would be if interest rates increased. This shift is due to the addition of $100.0 million of pay fixed receive floating swaps that were executed in the three months ended March 31, 2020, a shift in the mix of assets to more floating rate loans, a shift in the mix of liabilities to fewer certificates of deposit, and the steep decline in interest rates during the three months ended March 31, 2020.
Economic Value
Net present value analysis provides information on the risk inherent in the balance sheet that might not be taken into account in the simulation analysis due to the short time horizon used in that analysis. The net present value of the balance sheet incorporates the discounted present value of expected asset cash flows minus the discounted present value of expected liability cash flows. The analysis involves changing the interest rates used in determining the expected cash flows and in discounting the cash flows. The resulting percentage change in net present value in various rate scenarios is an indication of the longer term repricing risk and options embedded in the balance sheet.
At March 31, 2020, similar to at December 31, 2019, these results indicated the Company would be better positioned in a rising interest rate environment than it would be if interest rates decreased. As a result of the low interest rates at March 31, 2020, the impact of increased rates on the economic value of the balance sheet would be substantial. To improve the comparability across periods, the Company follows best practices and maintains the size and mix of the period end balance sheet, thus the results do not reflect actions management may take to improve results.
| Net Interest Income | Economic Value | |||||||||||||||||||||||||||||||
| % Change in Net Interest Income | % Change in Market Value | |||||||||||||||||||||||||||||||
| Change in Market Interest Rates (basis points) | March 31, 2020 | December 31, 2019 | Change in Market Interest Rates (basis points) | March 31, 2020 | December 31, 2019 | |||||||||||||||||||||||||||
| (100) | (6.4) | % | (0.5) | % | (100) | (72) | % | (21.7) | % | |||||||||||||||||||||||
| 100 | (0.5) | % | (1.3) | % | 100 | 56 | % | 10.9 | % | |||||||||||||||||||||||
| 200 | (1.6) | % | (3.8) | % | 200 | 89 | % | 15.1 | % | |||||||||||||||||||||||
| 300 | (2.4) | % | (8.1) | % | 300 | 107 | % | 15.0 | % | |||||||||||||||||||||||
Item 4. Controls and Procedures
Based on the evaluation required by Securities Exchange Act Rules 13a-15(b) and 15d-15(b), the Company's management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e), at March 31, 2020. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at March 31, 2020. There have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three months ended March 31, 2020.
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PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
Information regarding legal proceedings is included in Note 14, Contingencies, to the Consolidated Financial Statements under Part I, Item 1, "Financial Statements" and incorporated herein by reference.
Item 1A – Risk Factors
Except as described below, there have been no material changes from the risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.
The COVID-19 pandemic has caused a significant global and national economic downturn and unprecedented levels of unemployment, which may adversely affect our business and results of operations, and the future impact of the COVID-19 pandemic on the global, national and local economies and our business, results of operations and financial condition remain uncertain.
The COVID-19 pandemic has caused a significant global and national economic downturn and unprecedented levels of unemployment, which has adversely affected, and is expected to continue to adversely affect, the Company’s business and results of operations, and the future impact of the COVID-19 pandemic on the global, national and local economies and the Company’s business, results of operations and financial condition remain uncertain.
The COVID-19 pandemic has resulted in authorities implementing numerous measures attempting to contain the spread and impact of COVID-19, such as travel bans and restrictions, quarantines, shelter in place orders, and limitations on business activity, including closures. These measures are, among other things, severely restricting global and national economic activity, which is disrupting supply chains, lowering asset valuations, significantly increasing unemployment and underemployment levels, decreasing liquidity in markets for certain securities and causing significant volatility and disruptions in the financial markets. These measures have negatively impacted, and could continue to negatively impact, businesses, market participants, our counterparties and clients, and the global, national and local economies for a prolonged period of time. Should current economic conditions persist or continue to deteriorate, this economic environment could have a continued adverse effect on our business and operations, including but not limited to: decreased demand for our products and services; protracted periods of lower interest rates; lower asset management fees; and increased credit losses due to deterioration in the financial condition of our consumer and commercial borrowers, including declining asset and collateral values, which may result in an increase in our provision for credit losses and net charge-offs. Additionally, our liquidity and regulatory capital could be adversely impacted by customers’ withdrawal of deposits, volatility and disruptions in the capital and credit markets, and customer draws on lines of credit. To the extent the COVID-19 pandemic continues to adversely affect the economy, and/or adversely affects our business, results of operations or financial condition, it may also have the effect of increasing the likelihood and/or magnitude of other risks described in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, including those risks related to market, credit, and business operations, or risks described in our other filings with the SEC.
In response to the economic and market conditions resulting from the COVID-19 pandemic, governments and regulatory authorities, including central banks, have acted to provide fiscal and monetary stimulus to support the global and national economy. However, there can be no assurance that these measures will stimulate the global and national economy or avert recessionary conditions in markets in which we conduct operations.
We continue to closely monitor the COVID-19 pandemic and related risks as they evolve. The magnitude, duration and likelihood of the current outbreak of COVID-19, further outbreaks of COVID-19, future actions taken by governmental authorities and/or other third parties in response to the COVID-19 pandemic, and its future direct and indirect effects on the global, national and local economies and our business and results of operation are highly uncertain. The COVID-19 pandemic may cause prolonged global, national or local recessionary economic conditions or longer lasting effects on economic conditions than currently exist, which could have a material adverse effect on our business, results of operations and financial condition.
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As a participating lender in the SBA Paycheck Protection Program (“PPP”), we are subject to additional risks of litigation from our clients or other parties regarding our processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guaranties.
On March 27, 2020, President Trump signed the CARES Act, which included a $349 billion loan program administered through the SBA referred to as the PPP. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. We are a participating as a lender in the PPP. The PPP opened on April 3, 2020; however, because of the short timeframe between the passing of the CARES Act and the opening of the PPP, there is some ambiguity in the laws, rules and guidance regarding the operation of the PPP, which exposes the Company to risks relating to noncompliance with the PPP. On or about April 16, 2020, the SBA notified lenders that the $349 billion earmarked for the PPP was exhausted. Congress has approved additional funding for the PPP and President Trump signed the new legislation on April 24, 2020. Since the opening of the PPP, several larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP. We may be exposed to the risk of litigation, from both clients and non-clients that approached us regarding PPP loans, regarding our process and procedures used in processing applications for the PPP. If any such litigation is filed against us and is not resolved in a manner favorable to us, it may result in significant financial liability or adversely affect our reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP related litigation could have a material adverse impact on our business, financial condition and results of operations.
We also have credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by us, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by us, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from us.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
| (a) | (b) | (c) | (d) | ||||||||||||||||||||
| Period | Total number of shares (or units) purchased | Average price paid per share (or unit) | Total number of shares (or units) purchased as part of publicly announced plans or programs | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs | |||||||||||||||||||
| January 1, 2020 to January 31, 2020 | — | $ | — | — | 333,275 | ||||||||||||||||||
| February 1, 2020 to February 29, 2020 | 8,897 | 19.09 | 8,897 | 324,378 | |||||||||||||||||||
| March 1, 2020 to March 31, 2020 | 63,058 | 15.87 | 63,058 | 261,320 | |||||||||||||||||||
| Total | 71,955 | $ | 16.27 | 71,955 | |||||||||||||||||||
In September 2015, the Board of Directors of the Company authorized a share repurchase program under which the Company may repurchase up to 5% of the Company's outstanding shares of common stock, or approximately 416,000 shares, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. When and if appropriate, repurchases may be made in open market or privately negotiated transactions, depending on market conditions, regulatory requirements and other corporate considerations, as determined by management. Share repurchases may not occur and may be discontinued at any time. At March 31, 2020, 154,680 shares had been repurchased under the program at a total cost of $2.6 million, or $16.88 per share. The maximum number of shares that may yet be purchased under the plan is 261,320 at March 31, 2020.
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Item 3 – Defaults Upon Senior Securities
Not applicable.
Item 4 – Mine Safety Disclosures
Not applicable.
Item 5 – Other Information
None.
Item 6 – Exhibits
| 2.1(a) | ||||||||
| 2.1(b) | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |||||||
| 101.INS | XBRL Instance Document | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | |||||||
All other exhibits for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| /s/ Thomas R. Quinn, Jr. | |||||
| Thomas R. Quinn, Jr. | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| /s/ Thomas R. Brugger | |||||
| Thomas R. Brugger | |||||
| Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| Date: May 7, 2020 | |||||
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