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REPUBLIC FIRST BANCORP INC - Quarter Report: 2020 June (Form 10-Q)

frbk20200630_10q.htm
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2020.

 

or

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____ to ____.

 

Commission File Number: 000-17007

 

Republic First Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

Pennsylvania

23-2486815

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

  

50 South 16th Street, Philadelphia, Pennsylvania

19102

(Address of principal executive offices)

(Zip code)

 

215-735-4422

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

FRBK

 

Nasdaq Global 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 ☒ No ☐

 

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

 

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

 

Large accelerated filer

Accelerated filer

Non-Accelerated filer

Smaller reporting company

Emerging growth company

 

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 Yes ☐ No ☒

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

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

 

Common Stock, $0.01 per share

58,855,778

Title of Class

Number of Shares Outstanding as of August 7, 2020

 

 

 

 

REPUBLIC FIRST BANCORP, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

 

Part I: Financial Information

Page

     

Item 1.

Financial Statements

 
 

Consolidated balance sheets as of June 30, 2020 and December 31, 2019 (unaudited) 

1

  Consolidated statements of income for the three and six months ended June 30, 2020 and 2019 (unaudited) 2
 

Consolidated statements of comprehensive income for the three and six months ended June 30, 2020 and 2019 (unaudited)

3

 

Consolidated statements of cash flows for the six months ended June 30, 2020 and 2019 (unaudited)

4

 

Consolidated statements of changes in shareholders’ equity for the three and six months ended June 30, 2020 and 2019 (unaudited)

5

 

Notes to consolidated financial statements (unaudited)

6

     

Item 2.

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

41

     

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

66

     

Item 4.

Controls and Procedures

66

     

Part II: Other Information

 
     

Item 1.

Legal Proceedings

66

     

Item 1A.

Risk Factors

67

     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

67

     

Item 3.

Defaults Upon Senior Securities

67

     

Item 4.

Mine Safety Disclosures

67

     

Item 5.

Other Information

68

     

Item 6.

Exhibits

68

     

Signatures

69

 

 

 
 

Republic First Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets

June 30, 2020 and December 31, 2019

(Dollars in thousands, except per share data)

 

  

June 30,

2020

(unaudited)

  

December 31,

2019

 

 

ASSETS

        

Cash and due from banks

 $36,786  $41,928 

Interest bearing deposits with banks

  654,458   126,391 

Cash and cash equivalents

  691,244   168,319 
         

Investment securities available for sale, at fair value

  382,221   539,042 

Investment securities held to maturity, at amortized cost (fair value of $583,182 and $653,109, respectively)

  556,159   644,842 

Restricted stock, at cost

  3,789   2,746 

Mortgage loans held for sale, at fair value

  24,744   10,345 

Other loans held for sale

  1,382   3,004 

Loans receivable (net of allowance for loan losses of $11,040 and $9,266, respectively)

  2,531,208   1,738,929 

Premises and equipment, net

  121,149   116,956 

Other real estate owned, net

  1,144   1,730 

Accrued interest receivable

  12,393   9,934 

Operating leases – right-of-use asset

  64,693   64,805 

Goodwill

  5,011   5,011 

Other assets

  39,506   35,627 

Total Assets

 $4,434,643  $3,341,290 
         

LIABILITIES AND SHAREHOLDERS' EQUITY

        

Liabilities

        

Deposits

        

Demand – non-interest bearing

 $1,095,782  $661,431 

Demand – interest bearing

  1,435,198   1,352,360 

Money market and savings

  902,528   761,793 

Time deposits

  210,446   223,579 

Total Deposits

  3,643,954   2,999,163 

Short-term borrowings

  438,478   - 

Accrued interest payable

  1,403   1,630 

Other liabilities

  15,316   11,208 

Operating lease liability obligation

  69,046   68,856 

Subordinated debt

  11,268   11,265 

Total Liabilities

  4,179,465   3,092,122 
         

Shareholders’ Equity

        

Preferred stock, par value $0.01 per share: 10,000,000 shares authorized; no shares issued and outstanding

  -   - 

Common stock, par value $0.01 per share: 100,000,000 shares authorized; shares issued 59,379,623 as of June 30, 2020 and 59,371,623 as of December 31, 2019; shares outstanding 58,850,778 as of June 30, 2020 and 58,842,778 as of December 31, 2019

  594   594 

Additional paid in capital

  273,118   272,039 

Accumulated deficit

  (10,297)  (12,216)

Treasury stock at cost (503,408 shares as of June 30, 2020 and December 31, 2019)

  (3,725)  (3,725)

Stock held by deferred compensation plan (25,437 shares as of June 30, 2020 and December 31, 2019)

  (183)  (183)

Accumulated other comprehensive loss

  (4,329)  (7,341)

Total Shareholders’ Equity

  255,178   249,168 

Total Liabilities and Shareholders’ Equity

 $4,434,643  $3,341,290 

 

(See notes to consolidated financial statements)

 

1

 

 

Republic First Bancorp, Inc. and Subsidiaries

Consolidated Statements of Income

For the Three and Six Months Ended June 30, 2020 and 2019

(Dollars in thousands, except per share data)

 (unaudited)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2020

   

2019

   

2020

   

2019

 

Interest income:

                               

Interest and fees on taxable loans

  $ 22,183     $ 18,149     $ 41,806     $ 35,529  

Interest and fees on tax-exempt loans

    554       420       1,104       840  

Interest and dividends on taxable investment securities

    5,053       7,059       11,854       14,304  

Interest and dividends on tax-exempt investment securities

    19       99       39       237  

Interest on federal funds sold and other interest-earning assets

    50       518       339       854  

Total interest income

    27,859       26,245       55,142       51,764  

Interest expense:

                               

Demand- interest bearing

    2,856       4,206       6,277       8,144  

Money market and savings

    1,431       1,628       3,214       3,080  

Time deposits

    1,033       861       2,254       1,485  

Other borrowings

    112       179       216       544  

Total interest expense

    5,432       6,874       11,961       13,253  

Net interest income

    22,427       19,371       43,181       38,511  

Provision for loan losses

    1,000       -       1,950       300  

Net interest income after provision for loan losses

    21,427       19,371       41,231       38,211  

Non-interest income:

                               

Loan and servicing fees

    764       689       1,235       899  

Mortgage banking income

    3,389       3,031       5,847       5,251  

Gain on sales of SBA loans

    269       1,147       918       1,649  

Service fees on deposit accounts

    2,328       1,848       4,392       3,460  

Gain on sale of investment securities

    1,640       261       2,481       583  

Other non-interest income

    34       50       96       129  

Total non-interest income

    8,424       7,026       14,969       11,971  

Non-interest expenses:

                               

Salaries and employee benefits

    13,177       13,705       26,558       26,064  

Occupancy

    3,312       2,682       6,734       5,276  

Depreciation and amortization

    2,242       1,539       4,117       2,960  

Legal

    253       333       549       562  

Other real estate owned

    75       517       357       854  

Appraisal and other loan expenses

    539       390       961       851  

Advertising

    288       454       669       769  

Data processing

    1,567       1,184       3,141       2,346  

Insurance

    281       216       557       451  

Professional fees

    756       725       1,390       1,203  

Debit card processing

    899       607       1,724       1,163  

Regulatory assessments and costs

    675       421       1,305       842  

Taxes, other

    283       207       486       494  

Other operating expenses

    2,317       2,931       5,388       5,343  

Total non-interest expense

    26,664       25,911       53,936       49,178  

Income before provision for income taxes

    3,187       486       2,264       1,004  

Provision for income taxes

    675       105       345       197  

Net income

  $ 2,512     $ 381     $ 1,919     $ 807  

Net income per share:

                               

Basic

  $ 0.04     $ 0.01     $ 0.03     $ 0.01  

Diluted

  $ 0.04     $ 0.01     $ 0.03     $ 0.01  

 

(See notes to consolidated financial statements)

 

2

 

 

Republic First Bancorp, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Three and Six Months Ended June 30, 2020 and 2019

(Dollars in thousands)

(unaudited)

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Net income

 $2,512  $381  $1,919  $807 
                 

Other comprehensive income, net of tax

                

Unrealized gains on securities (pre-tax $1,089, $2,473, $5,463, and $4,775, respectively)

  813   1,902   4,077   3,672 

Reclassification adjustment for securities gains (pre-tax ($1,640), ($261), ($2,481), and ($583), respectively)

  (1,224)  (200)  (1,852)  (448)

Net unrealized gains (losses) on securities

  (411)  1,702   2,225   3,224 

Amortization of net unrealized holding losses to income during the period (pre-tax $646, $332, $1,055, and $644 respectively)

  482   255   787   495 
                 

Total other comprehensive income

  71   1,957   3,012   3,719 
                 

Total comprehensive income

 $2,583  $2,338  $4,931  $4,526 

 

(See notes to consolidated financial statements)

 

3

 

 

Republic First Bancorp, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2020 and 2019

(Dollars in thousands)

(unaudited)

 

   

Six Months Ended June 30,

 
   

2020

   

2019

 

Cash flows from operating activities

               

Net income

  $ 1,919     $ 807  

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

               

Provision for loan losses

    1,950       300  

Write down of other real estate owned

    -       16  

Depreciation and amortization

    4,117       2,960  

Stock based compensation

    1,056       1,382  

Net (gain) loss on sale of investment securities

    (2,481 )     (583 )

Amortization of premiums on investment securities

    3,610       1,277  

Accretion of discounts on retained SBA loans

    (429 )     (703 )

Fair value adjustments on SBA servicing assets

    158       745  

Proceeds from sales of SBA loans originated for sale

    15,179       25,099  

SBA loans originated for sale

    (12,639 )     (20,112 )

Gains on sales of SBA loans originated for sale

    (918 )     (1,649 )

Proceeds from sales of mortgage loans originated for sale

    148,131       152,784  

Mortgage loans originated for sale

    (158,637 )     (149,557 )

Fair value adjustment for mortgage loans originated for sale

    (589 )     49  

Gains on mortgage loans originated for sale

    (3,822 )     (3,968 )

Amortization of debt issuance costs

    3       3  

Non-cash expense related to leases

    255       637  

Increase in accrued interest receivable and other assets

    (6,190 )     (2,292 )

Increase (decrease) in accrued interest payable and other liabilities

    3,117       (518 )

Net cash (used in) provided by operating activities

    (6,210 )     6,677  
                 

Cash flows from investing activities

               

Purchase of investment securities available for sale

    (16,906 )     (78,751 )

Proceeds from the sale of securities available for sale

    92,804       43,238  

Proceeds from the paydown, maturity, or call of securities available for sale

    84,036       22,514  

Proceeds from the paydown, maturity, or call of securities held to maturity

    88,476       42,898  

Net (purchase) redemption of restricted stock

    (1,043 )     624  

Net increase in loans

    (793,800 )     (72,878 )

Net proceeds from sale of other real estate owned

    586       401  

Premises and equipment expenditures

    (8,310 )     (20,610 )

Net cash used in investing activities

    (554,157 )     (62,564 )
                 

Cash flows from financing activities

               

Proceeds from exercise of stock options

    23       261  

Increase in demand, money market and savings deposits

    657,924       97,286  

Net (decrease) increase in time deposits

    (13,133 )     37,824  

Net increase (repayment) in short-term borrowings

    438,478       (22,443 )

Net cash provided by financing activities

    1,083,292       112,928  
                 

Net increase (decrease) in cash and cash equivalents

    522,925       57,041  

Cash and cash equivalents, beginning of year

    168,319       72,473  

Cash and cash equivalents, end of period

  $ 691,244     $ 129,514  
                 

Supplemental disclosures

               

Interest paid

  $ 11,734     $ 13,829  

Non-monetary transfers from loans to other real estate owned

  $ -     $ 600  

 

(See notes to consolidated financial statements)

 

4

 

 

Republic First Bancorp, Inc. and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

For the Three and Six Months Ended June 30, 2020 and 2019

(Dollars in thousands)

(unaudited)

 

  

 

 

Common

Stock

  

 

Additional

Paid in Capital

  

 

 

Accumulated

Deficit

  

 

 

Treasury

Stock

  

Stock Held by

Deferred

Compensation

Plan

  

Accumulated

Other

Comprehensive

Loss

  

 

Total

Shareholders’

Equity

 
                             

Balance April 1, 2020

 $594  $272,639  $(12,809) $(3,725) $(183) $(4,400) $252,116 
                             

Net income

          2,512               2,512 

Other comprehensive income, net of tax

                      71   71 

Stock based compensation

      479                   479 
                             

Balance June 30, 2020

 $594  $273,118  $(10,297) $(3,725) $(183) $(4,329) $255,178 
                             

Balance January 1, 2020

 $594  $272,039  $(12,216) $(3,725) $(183) $(7,341) $249,168 
                             

Net income

          1,919               1,919 

Other comprehensive income, net of tax

                      3,012   3,012 

Stock based compensation

      1,056                   1,056 

Options exercised (8,000 shares)

  -   23                   23 
                             

Balance June 30, 2020

 $594  $273,118  $(10,297) $(3,725) $(183) $(4,329) $255,178 
                             

Balance April 1, 2019

 $593  $270,155  $(8,290) $(3,725) $(183) $(10,165) $248,385 
                             

Net income

          381               381 

Other comprehensive income, net of tax

                      1,957   1,957 

Stock based compensation

      614                   614 

Options exercised (6,000 shares)

  1   20                   21 
                             

Balance June 30, 2019

 $594  $270,789  $(7,909) $(3,725) $(183) $(8,208) $251,358 
                             

Balance January 1, 2019

 $593  $269,147  $(8,716) $(3,725) $(183) $(11,927) $245,189 
                             

Net income

          807               807 

Other comprehensive income, net of tax

                      3,719   3,719 

Stock based compensation

      1,382                   1,382 

Options exercised (53,550 shares)

  1   260                   261 
                             

Balance June 30, 2019

 $594  $270,789  $(7,909) $(3,725) $(183) $(8,208) $251,358 

 

(See notes to consolidated financial statements)

 

5

 

Republic First Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

 

 

Note 1: Basis of Presentation

 

Republic First Bancorp, Inc. (the “Company”) is a one-bank holding company organized and incorporated under the laws of the Commonwealth of Pennsylvania. It is comprised of one wholly-owned subsidiary, Republic First Bank, which does business under the name of Republic Bank (“Republic”). Republic is a Pennsylvania state chartered bank that offers a variety of banking services to individuals and businesses throughout the Greater Philadelphia, Southern New Jersey, and New York City markets through its offices and store locations in Philadelphia, Montgomery, Delaware, Bucks, Camden, Burlington, Atlantic, Gloucester, and New York Counties. On July 28, 2016, Republic acquired all of the issued and outstanding limited liability company interests of Oak Mortgage Company, LLC (“Oak Mortgage”) and, as a result, Oak Mortgage became a wholly owned subsidiary of Republic on that date. On January 1, 2018, Oak Mortgage was merged into Republic and restructured as a division of Republic. The Oak Mortgage name is still utilized for marketing and branding purposes. The Company also has two unconsolidated subsidiaries, which are statutory trusts established by the Company in connection with its sponsorship of two separate issuances of trust preferred securities.

 

The Company and Republic encounter vigorous competition for market share in the geographic areas they serve from bank holding companies, national, regional and other community banks, thrift institutions, credit unions and other non-bank financial organizations, such as mutual fund companies, insurance companies and brokerage companies.

 

The Company and Republic are subject to federal and state regulations governing virtually all aspects of their activities, including but not limited to, lines of business, liquidity, investments, the payment of dividends and others. Such regulations and the cost of adherence to such regulations can have a significant impact on earnings and financial condition.

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Republic. The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”).  The FASB sets accounting principles generally accepted in the United States of America (“US GAAP”) that are followed to ensure consistent reporting of financial condition, results of operations, and cash flows. All material inter-company transactions have been eliminated. Events occurring subsequent to the date of the balance sheet have been evaluated for potential recognition or disclosure in the consolidated financial statements.  

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to United States Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for financial statements for a complete fiscal year. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

 

 

Note 2: Summary of Significant Accounting Policies

 

Risks and Uncertainties

 

The earnings of the Company depend primarily on the earnings of Republic. The earnings of Republic are heavily dependent upon the level of net interest income, which is the difference between interest earned on its interest-earning assets, such as loans and investments, and the interest paid on its interest-bearing liabilities, such as deposits and borrowings. Accordingly, the Company’s results of operations are subject to risks and uncertainties surrounding Republic’s exposure to changes in the interest rate environment. Prepayments on residential real estate mortgage and other fixed rate loans and mortgage-backed securities vary significantly and may cause significant fluctuations in interest margins.

 

6

 

The coronavirus ("COVID-19") outbreak and the public health response to contain it have resulted in unprecedented economic and financial market conditions during the six months ended June 30, 2020 that did not exist at December 31, 2019. In response to these evolving conditions, the Board of Governors of the Federal Reserve System reduced the federal funds target range by 150 basis points to 0.00% to 0.25% in March 2020. The Federal Reserve (“Federal Reserve”) has taken additional steps to bolster the economy by promoting liquidity in certain securities markets and providing funding sources for small and mid-sized businesses, as well as, state and local governments as they work through the cash flow stresses caused by the COVID-19 pandemic.

 

The recession that has begun in the U.S. as a result of the government-mandated business closures and stay-at-home orders is significantly impacting the labor market, consumer spending, business investment and profitability. As a result, the President signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which is the largest economic stimulus package in the nation’s history in an effort to lessen the impact of COVID-19 on consumers and businesses. Among other measures, the CARES Act authorized funding for the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) to provide loans to small businesses to keep employees on their payroll and to make other eligible payments to sustain their operation in the near term. The uncertain nature of the current economic environment and the potential impact of the stimulus programs initiated by the federal government may have a significant impact on the earnings, financial condition, liquidity, and capital of the Company in future periods.

 

Mortgage Banking Activities and Mortgage Loans Held for Sale

 

Mortgage loans held for sale are originated and held until sold to permanent investors. Management elected to adopt the fair value option in accordance with FASB Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, and record loans held for sale at fair value.

 

Mortgage loans held for sale originated on or subsequent to the election of the fair value option, are recorded on the balance sheet at fair value. The fair value is determined on a recurring basis by utilizing quoted prices from dealers in such securities. Changes in fair value are reflected in mortgage banking income in the statements of income. Direct loan origination costs are recognized when incurred and are included in non-interest expense in the statements of income.

 

Interest Rate Lock Commitments (“IRLCs”)

 

Mortgage loan commitments known as interest rate locks that relate to the origination of a mortgage that will be held for sale upon funding are considered derivative instruments under the derivatives and hedging accounting guidance FASB ASC 815, Derivatives and Hedging. Loan commitments that are classified as derivatives are recognized at fair value on the balance sheet as other assets and other liabilities with changes in their fair values recorded as mortgage banking income and included in non-interest income in the statements of income. Outstanding IRLCs are subject to interest rate risk and related price risk during the period from the date of issuance through the date of loan funding, cancellation or expiration. Loan commitments generally range between 30 and 90 days; however, the borrower is not obligated to obtain the loan. Republic is subject to fallout risk related to IRLCs, which is realized if approved borrowers choose not to close on the loans within the terms of the IRLCs. Republic uses best efforts commitments to substantially eliminate these risks. The valuation of the IRLCs issued by Republic includes the value of the servicing released premium. Republic sells loans where the servicing is released, and the servicing released premium is included in the market price. See Note 11 Derivatives and Risk Management Activities for further detail of IRLCs.

 

7

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant estimates are made by management in determining the allowance for loan losses, carrying values of other real estate owned, assessment of other than temporary impairment (“OTTI”) of investment securities, fair value of financial instruments, and the realization of deferred income tax assets. Consideration is given to a variety of factors in establishing these estimates.

 

In estimating the allowance for loan losses, management considers current economic conditions, past loss experience, diversification of the loan portfolio, delinquency statistics, results of internal loan reviews and regulatory examinations, borrowers’ perceived financial and managerial strengths, the adequacy of underlying collateral, if collateral dependent, or present value of future cash flows, and other relevant and qualitative risk factors. Subsequent to foreclosure, an estimate for the carrying value of other real estate owned is normally determined through valuations that are periodically performed by management and the assets are carried at the lower of carrying amount or fair value, less the cost to sell. Because the allowance for loan losses and carrying value of other real estate owned are dependent, to a great extent, on the general economy and other conditions that may be beyond the Company’s and Republic’s control, the estimates of the allowance for loan losses and the carrying values of other real estate owned could differ materially in the near term.

 

In estimating OTTI of investment securities, securities are evaluated on at least a quarterly basis and more frequently when market conditions warrant such an evaluation, to determine whether a decline in their value is other-than-temporary. To determine whether a loss in value is other-than-temporary, management utilizes criteria such as the reasons underlying the decline, the magnitude and duration of the decline, the intent to hold the security and the likelihood of the Company not being required to sell the security prior to an anticipated recovery in the fair value. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary, the portion of the decline related to credit impairment is charged to earnings.

 

In evaluating the Company’s ability to recover deferred tax assets, management considers all available positive and negative evidence, including the past operating results and forecasts of future taxable income. In determining future taxable income, management makes assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require management to make judgments about the future taxable income and are consistent with the plans and estimates used to manage the business. A material reduction in estimated future taxable income may require management to record a valuation allowance against the deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on future earnings.

 

Stock-Based Compensation

 

The Company has a Stock Option and Restricted Stock Plan (“the 2005 Plan”), under which the Company granted options, restricted stock or stock appreciation rights to the Company’s employees, directors, and certain consultants. The 2005 Plan became effective on November 14, 1995, and was amended and approved at the Company’s 2005 annual meeting of shareholders. Under the terms of the 2005 Plan, 1.5 million shares of common stock, plus an annual increase equal to the number of shares needed to restore the maximum number of shares that could be available for grant under the 2005 Plan to 1.5 million shares, were available for such grants. As of June 30, 2020, the only grants under the 2005 Plan were option grants. The 2005 Plan provided that the exercise price of each option granted equaled the market price of the Company’s stock on the date of the grant. Options granted pursuant to the 2005 Plan vest within one to four years and have a maximum term of 10 years. The 2005 Plan terminated on November 14, 2015 in accordance with the terms and conditions specified in the Plan agreement.

 

8

 

On April 29, 2014 the Company’s shareholders approved the 2014 Republic First Bancorp, Inc. Equity Incentive Plan (the “2014 Plan”), under which the Company may grant options, restricted stock, stock units, or stock appreciation rights to the Company’s employees, directors, independent contractors, and consultants. Under the terms of the 2014 Plan, 2.6 million shares of common stock, plus an annual adjustment to be no less than 10% of the outstanding shares or such lower number as the Board of Directors may determine, are available for such grants. Compensation cost for all option awards is calculated and recognized over the vesting period of the option awards. If the service conditions are not met, the Company reverses previously recorded compensation expense upon forfeiture. The Company’s accounting policy election is to recognize forfeitures as they occur. At June 30, 2020, the maximum number of common shares issuable under the 2014 Plan was 6.4 million shares. During the six months ended June 30, 2020, 1,205,600 options were granted under the 2014 Plan with a fair value of $1,058,853.

 

The Company utilizes the Black-Scholes option pricing model to calculate the estimated fair value of each stock option granted on the date of the grant. A summary of the assumptions used in the Black-Scholes option pricing model for 2020 and 2019 are as follows:

 

  

2020

  

2019

 

Dividend yield(1)

  0.0%    0.0%  

Expected volatility(2)

  28.61%    28.81%  

Risk-free interest rate(3)

 0.50%to1.22%  1.95%to2.70% 

Expected life(4) (in years)

  6.25    6.25  

Assumed forfeiture rate(5)

  5.0%    4.0%  

 

(1) A dividend yield of 0.0% is utilized because cash dividends have never been paid.

(2) The expected volatility was based on the historical volatility of the Company’s common stock price as adjusted for certain historical periods of extraordinary volatility in order to estimate expected volatility.

(3) The risk-free interest rate is based on the five to seven year Treasury bond.

(4) The expected life reflects a 1 to 4 year vesting period, the maximum ten year term and review of historical behavior.

(5) Forfeiture rate is determined through forfeited and expired options as a percentage of options granted over the current three year period.

 

During the six months ended June 30, 2020 and 2019, 907,790 shares and 808,898 shares vested, respectively.  Expense is recognized ratably over the period required to vest.  At June 30, 2020, the intrinsic value of the 5,997,450 options outstanding was $102,000, while the intrinsic value of the 3,403,375 exercisable (vested) options was $102,000. At June 30, 2019, the intrinsic value of the 4,979,350 options outstanding was $2.6 million, while the intrinsic value of the 2,630,585 exercisable (vested) options was $2.4 million. During the six months ended June 30, 2020, 8,000 options were exercised resulting in  cash receipts of $23,000 and 179,625 options were forfeited with a weighted average grant date fair value of $340,931. During the six months ended June 30, 2019, 53,550 options were exercised resulting in  cash receipts of $261,000 and 44,250 options were forfeited with a weighted average grant date fair value of $130,983.

 

Information regarding stock based compensation for the six months ended June 30, 2020 and 2019 is set forth below:

  

2020

  

2019

 

Stock based compensation expense recognized

 $1,056,000  $1,382,000 

Number of unvested stock options

  2,594,075   2,348,765 

Fair value of unvested stock options

 $4,900,923  $6,000,570 

Amount remaining to be recognized as expense

 $3,578,456  $4,625,447 

 

The remaining unrecognized expense amount of $3,578,456 will be recognized ratably as expense through May 2024.

 

9

 

Earnings per Share

 

Earnings per share (“EPS”) consists of two separate components: basic EPS and diluted EPS. Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for each period presented. Diluted EPS is calculated by dividing net income by the weighted average number of common shares outstanding plus dilutive common stock equivalents (“CSEs”). CSEs consist of dilutive stock options granted through the Company’s stock option plans for the six months ended June 30, 2020 and June 30, 2019.

 

The calculation of EPS for the three and six months ended June 30, 2020 and 2019 is as follows (in thousands, except per share amounts):

 

  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Net income - basic and diluted

 $2,512  $381  $1,919  $807 
                 

Weighted average shares outstanding

  58,851   58,841   58,849   58,823 
                 

Net income per share – basic

 $0.04  $0.01  $0.03  $0.01 
                 

Weighted average shares outstanding (including dilutive CSEs)

  58,883   59,401   58,911   59,501 
                 

Net income per share – diluted

 $0.04  $0.01  $0.03  $0.01 

 

The following is a summary of securities that could potentially dilute basic earnings per common share in future periods. These securities were not included in the computation of diluted earnings per common share because the effect would have been anti-dilutive for the periods presented.

 

(in thousands)

 

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Anti-dilutive securities

                
                 

Share based compensation awards

  5,965   4,419   5,936   4,301 
                 

Total anti-dilutive securities

  5,965   4,419   5,936   4,301 

 

Recent Accounting Pronouncements

 

ASU 2016-02

 

In February 2016, the FASB issued ASU No. 2016-02, Leases. From the Company’s perspective, the new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for lessees. From the landlord perspective, the new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease is treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor doesn’t convey risks and rewards or control, an operating lease results. The new standard was effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  

 

10

 

In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provided lessees the option to apply the new leasing standard to all open leases as of the adoption date. Prior to this ASU issuance, a modified retrospective transition approach was required.

 

In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, which provided lessors a policy election to not evaluate whether certain sales taxes and other similar taxes are lessor costs or lessee costs. Additionally, the update requires certain lessors to exclude from variable payments lessor costs paid by lessees directly to third parties.

 

The Company adopted this ASU on January 1, 2019. The Company recognized an ROU asset of $34.2 million and total operating lease liability obligations of $35.1 million at January 1, 2019. Capital ratios remained in compliance with the regulatory definition of well capitalized. There were no material changes to the recognition of operating lease expense in the consolidated statements of income. The Company adopted certain practical expedients available under the new guidance, which did not require it to (1) reassess whether any expired or existing contracts contain leases, (2) reassess the lease classification for any expired or existing leases, (3) reassess initial direct costs for any existing leases, and (4) evaluate whether certain sales taxes and other similar taxes are lessor costs. The Company elected the use-of-hindsight practical expedient. Additionally, the Company elected to apply the new lease guidance at the adoption date, rather than at the beginning of the earliest period presented.

 

ASU 2016-13

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU requires 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 now 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. Additionally, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The Company has evaluated the impact of this ASU, continuing its implementation efforts and reviewing the loss modeling requirements consistent with lifetime expected loss estimates. Calculations of expected losses under the new guidance were run parallel to the calculations under existing guidance to assess and evaluate the potential impact to the Company’s financial statements.  The new model includes different assumptions used in calculating credit losses, such as estimating losses over the estimated life of a financial asset and considers expected future changes in macroeconomic conditions. The adoption of this ASU may result in an increase to the Company's allowance for loan losses which will depend upon the nature and characteristics of the Company's loan portfolio at the adoption date, as well as the macroeconomic conditions and forecasts at that date. The Company expected an initial increase to the allowance for loan losses, in the range of 0% to 11% of the December 31, 2019 allowance for loan losses, or an incremental increase to the allowance for loan losses in the range of $0 up to approximately $1.0 million. When finalized, this one-time increase as a result of the adoption of ASU 2016-13 will be recorded, net of tax, as an adjustment to retained earnings effective January 1, 2020. This estimate is subject to change based on continuing refinement and validation of the model and methodologies. The Company has elected to defer the adoption of this ASU as permitted by Section 4014 of the CARES Act, which provides that financial institutions are not required to comply with the ASU during the period beginning on March 27, 2020 until the earlier of (i) the date on which the national emergency concerning the COVID-19 outbreak declared under the National Emergencies Relief Act terminates or (ii) December 31, 2020.

 

11

 

 

Note 3: Legal Proceedings

 

The Company and Republic are from time to time a party (plaintiff or defendant) to lawsuits that are in the normal course of business. While any litigation involves an element of uncertainty, management is of the opinion that the liability of the Company and Republic, if any, resulting from such actions will not have a material effect on the financial condition or results of operations of the Company and Republic.

 

 

Note 4: Segment Reporting

 

The Company has one reportable segment: community banking. The community banking segment primarily encompasses the commercial loan and deposit activities of Republic, as well as, residential mortgage and consumer loan products in the area surrounding its stores. Mortgage loans in Delaware and Florida are primarily made to local customers that have second homes (vacation) in Delaware and Florida. Republic does not have loan production offices in those states.

 

12

 

 

Note 5: Investment Securities

 

A summary of the amortized cost and market value of securities available for sale and securities held to maturity at June 30, 2020 and December 31, 2019 is as follows:

 

  At June 30, 2020 

 

 

(dollars in thousands)

 

 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

 

Fair

Value

 
                 

U.S. Government agencies

 $35,312  $-  $(216) $35,096 

Collateralized mortgage obligations

  224,578   3,986   (508)  228,056 

Agency mortgage-backed securities

  42,126   946   -   43,072 

Municipal securities

  2,637   28   -   2,665 

Corporate bonds

  76,295   292   (3,255)  73,332 

Total securities available for sale

 $380,948  $5,252  $(3,979) $382,221 
                 

U.S. Government agencies

 $87,958  $4,731  $-  $92,689 

Collateralized mortgage obligations

  350,375   16,827   (23)  367,179 

Agency mortgage-backed securities

  117,826   5,489   (1)  123,314 

Total securities held to maturity

 $556,159  $27,047  $(24) $583,182 

 

  At December 31, 2019 

 

 

(dollars in thousands)

 

 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

 

Fair

Value

 
                 

U.S. Government agencies

 $38,743  $1  $(439) $38,305 

Collateralized mortgage obligations

  329,492   2,368   (422)  331,438 

Agency mortgage-backed securities

  98,953   82   (98)  98,937 

Municipal securities

  4,064   18   -   4,082 

Corporate bonds

  69,499   79   (3,298)  66,280 

Total securities available for sale

 $540,751  $2,548  $(4,257) $539,042 
                 

U.S. Government agencies

 $94,913  $482  $(294) $95,101 

Collateralized mortgage obligations

  416,177   7,603   (793)  422,987 

Agency mortgage-backed securities

  133,752   1,782   (513)  135,021 

Total securities held to maturity

 $644,842  $9,867  $(1,600) $653,109 

 

13

 

The following table presents investment securities by stated maturity at June 30, 2020. Collateralized mortgage obligations and agency mortgage-backed securities have expected maturities that differ from contractual maturities because borrowers have the right to call or prepay with or without prepayment penalties and, therefore, these securities are classified separately with no specific maturity date.

 

  

Available for Sale

  

Held to Maturity

 

 

(dollars in thousands)

 

Amortized

Cost

  

Fair

Value

  

Amortized

Cost

  

Fair

Value

 

Due in 1 year or less

 $790  $792  $-  $- 

After 1 year to 5 years

  55,111   55,210   65,237   68,362 

After 5 years to 10 years

  55,343   52,426   22,721   24,327 

After 10 years

  3,000   2,665   -   - 

Collateralized mortgage obligations

  224,578   228,056   350,375   367,179 

Agency mortgage-backed securities

  42,126   43,072   117,826   123,314 

Total

 $380,948  $382,221  $556,159  $583,182 

 

The Company’s investment securities portfolio consists primarily of debt securities issued by U.S. government agencies, U.S. government-sponsored agencies, state governments, local municipalities and certain corporate entities. There were no private label mortgage-backed securities (“MBS”) or collateralized mortgage obligations (“CMO”) held in the investment securities portfolio as of June 30, 2020 and December 31, 2019. There were also no MBS or CMO securities that were rated “Alt-A” or “sub-prime” as of those dates.

 

       The fair value of investment securities is impacted by interest rates, credit spreads, market volatility and liquidity conditions. Net unrealized gains and losses in the available for sale portfolio are included in shareholders’ equity as a component of accumulated other comprehensive income or loss, net of tax. Securities classified as held to maturity are carried at amortized cost. An unrealized loss exists when the current fair value of an individual security is less than the amortized cost basis.

  

The Company regularly evaluates investment securities that are in an unrealized loss position in order to determine if the decline in fair value is other than temporary. Factors considered in the evaluation include the current economic climate, the length of time and the extent to which the fair value has been below cost, the current interest rate environment and the rating of each security. An OTTI loss must be recognized for a debt security in an unrealized loss position if the Company intends to sell the security or it is more likely than not that it will be required to sell the security prior to recovery of the amortized cost basis. The amount of OTTI loss recognized is equal to the difference between the fair value and the amortized cost basis of the security that is attributed to credit deterioration. Accounting standards require the evaluation of the expected cash flows to be received to determine if a credit loss has occurred. In the event of a credit loss, that amount must be recognized against income in the current period. The portion of the unrealized loss related to other factors, such as liquidity conditions in the market or the current interest rate environment, is recorded in accumulated other comprehensive income (loss) for investment securities classified available for sale. There were no impairment charges (credit losses) recorded at June 30, 2020 and December 31, 2019.

 

14

 

The following tables show the fair value and gross unrealized losses associated with the investment portfolio, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position in the available for sale and held to maturity section:

 

  

At June 30, 2020

 
  

Less than 12 months

  

12 months or more

  

Total

 

 

(dollars in thousands)

 

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

 
                         

U.S. Government agencies

 $35,096  $216  $-  $-  $35,096  $216 

Collateralized mortgage obligations

  116,028   365   12,946   143   128,974   508 

Agency mortgage-backed securities

  -   -   -   -   -   - 

Municipal securities

  -   -   -   -   -   - 

Corporate bonds

  -   -   54,745   3,255   54,745   3,255 

Total Available for Sale

 $151,124  $581  $67,691  $3,398  $218,815  $3,979 

 

  

At June 30, 2020

 
  

Less than 12 months

  

12 months or more

  

Total

 

 

(dollars in thousands)

 

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

 
                         

U.S. Government agencies

 $-  $-  $-  $-  $-  $- 

Collateralized mortgage obligations

  8,534   16   1,032   7   9,566   23 

Agency mortgage-backed securities

  6,275   1   -   -   6,275   1 

Total Held to Maturity

 $14,809  $17  $1,032  $7  $15,841  $24 

 

  

At December 31, 2019

 
  

Less than 12 months

  

12 months or more

  

Total

 

 

(dollars in thousands)

 

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

 
                         

U.S. Government agencies

 $28,136  $439  $-  $-  $28,136  $439 

Collateralized mortgage obligations

  63,384   328   6,164   94   69,548   422 

Agency mortgage-backed securities

  2,924   13   6,411   85   9,335   98 

Municipal securities

  -   -   -   -   -   - 

Corporate bonds

  2,820   180   51,882   3,118   54,702   3,298 

Total Available for Sale

 $97,264  $960  $64,457  $3,297  $161,721  $4,257 

 

  

At December 31, 2019

 
  

Less than 12 months

  

12 months or more

  

Total

 

 

(dollars in thousands)

 

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

  

Fair

Value

  

Unrealized

Losses

 
                         

U.S. Government agencies

 $33,092  $220  $3,703  $74  $36,795  $294 

Collateralized mortgage obligations

  24,211   18   64,324   775   88,535   793 

Agency mortgage-backed securities

  14,044   33   52,132   480   66,176   513 

Total Held to Maturity

 $71,347  $271  $120,159  $1,329  $191,506  $1,600 

 

Unrealized losses on securities in the investment portfolio amounted to $4.0 million with a total fair value of $234.7 million as of June 30, 2020 compared to unrealized losses of $5.9 million with a total fair value of $353.2 million as of December 31, 2019. The Company believes the unrealized losses presented in the tables above are temporary in nature and primarily related to market interest rates or limited trading activity in particular type of security rather than the underlying credit quality of the issuers. The Company does not believe that these losses are other than temporary and does not currently intend to sell or believe it will be required to sell securities in an unrealized loss position prior to maturity or recovery of the amortized cost bases.

 

15

 

The Company held four U.S. Government agency securities, twenty collateralized mortgage obligations and one agency mortgage-backed securities that were in an unrealized loss position at June 30, 2020. Principal and interest payments of the underlying collateral for each of these securities are backed by U.S. Government sponsored agencies and carry minimal credit risk. Management found no evidence of OTTI on any of these securities and believes the unrealized losses are due to fluctuations in fair values resulting from changes in market interest rates and are considered temporary as of June 30, 2020.

 

All municipal securities held in the investment portfolio are reviewed on least a quarterly basis for impairment. Each bond carries an investment grade rating by either Moody’s or Standard & Poor’s. In addition, the Company periodically conducts its own independent review on each issuer to ensure the financial stability of the municipal entity. The largest geographic concentration was in Pennsylvania and New Jersey and consisted of either general obligation or revenue bonds backed by the taxing power of the issuing municipality. At June 30, 2020, the investment portfolio included no municipal securities that were in an unrealized loss position.

 

At June 30, 2020, the investment portfolio included seven corporate bonds that were in an unrealized loss position. Management believes the unrealized losses on these securities were also driven by changes in market interest rates and not a result of credit deterioration. The seven corporate bonds are with five of the largest U.S. financial institutions. Each financial institution is well capitalized.

 

Proceeds associated with the sale of securities available for sale during the three months ended June 30, 2020 were $65.9 million. The tax provision applicable to the net gains of $1.6 million for the three months ended June 30, 2020 amounted to $416,000. Proceeds associated with the sale of securities available for sale during the six months ended June 30, 2020 were $92.8 million. The tax provision applicable to the net gains of $2.5 million for the six months ended June 30, 2020 amounted to $629,000.

 

Proceeds associated with the sale of securities available for sale during the three months ended June 30, 2019 were $18.2 million. The tax provision applicable to the net gains of $261,000 for the three months ended June 30, 2019 amounted to $61,000. Proceeds associated with the sale of securities available for sale during the six months ended June 30, 2019 were $43.2 million. Gross gains of $650,000 and gross losses of $67,000 were realized on these sales. The tax provision applicable to the net gains of $583,000 for the six months ended June 30, 2019 amounted to $135,000.

 

 

Note 6: Loans Receivable and Allowance for Loan Losses

 

The following table sets forth the Company’s gross loans by major category as of June 30, 2020 and December 31, 2019:

 

 

(dollars in thousands)

 

June 30,

2020

  

December 31,

2019

 
         

Commercial real estate

 $664,605  $613,631 

Construction and land development

  150,156   121,395 

Commercial and industrial

  224,504   223,906 

Owner occupied real estate

  434,422   424,400 

Consumer and other

  101,793   101,320 

Residential mortgage

  313,287   263,444 

Paycheck protection program

  670,912   - 

Total loans receivable

  2,559,679   1,748,096 

Deferred (fees) costs

  (17,431)  99 

Allowance for loan losses

  (11,040)  (9,266)

Net loans receivable

 $2,531,208  $1,738,929 

 

The Company disaggregates its loan portfolio into groups of loans with similar risk characteristics for purposes of estimating the allowance for loan losses. The Company’s loan groups include commercial real estate, construction and land development, commercial and industrial, owner occupied real estate, consumer, residential mortgages, and PPP loans. PPP loans are fully guaranteed by the U.S. Government and as such have no allowance associated with them. The loan groups are also considered classes for purposes of monitoring and assessing credit quality based on certain risk characteristics.

 

 

16

 

The following tables provide the activity in and ending balances of the allowance for loan losses by loan portfolio class at and for the three months ended June 30, 2020 and 2019:

 

 

 

(dollars in thousands)

 

 

Commercial

Real Estate

  

Construction

and Land

Development

  

Commercial

and

Industrial

  

Owner

Occupied Real

Estate

  

 

Consumer

and Other

  

 

Residential

Mortgage

  

Paycheck

Protection

Program

  

 

Unallocated

  

 

 

Total

 
                                     

Three months ended June 30, 2020

                                 

Allowance for loan losses:

                                 
                                     

Beginning balance:

 $3,402  $834  $1,442  $1,859  $634  $1,912  $-  $134  $10,217 

Charge-offs

  -   -   (51)  (48)  (43)  (50)  -   -   (192)

Recoveries

  -   2   10   1   2   -   -   -   15 

Provisions (credits)

  330   116   30   183   82   393   -   (134)  1,000 
                                     

Ending balance

 $3,732  $952  $1,431  $1,995  $675  $2,255  $-  $-  $11,040 
                                     

Three months ended June 30, 2019

                                 

Allowance for loan losses:

                                 
                                     

Beginning balance:

 $2,672  $703  $1,037  $1,867  $536  $985  $-  $100  $7,900 

Charge-offs

  -   -   (1)  -   -   -   -   -   (1)

Recoveries

  -   -   153   -   4   -   -   -   157 

Provisions (credits)

  1   (72)  (314)  291   22   139   -   (67)  - 
                                     

Ending balance

 $2,673  $631  $875  $2,158  $562  $1,124  $-  $33  $8,056 

 

The following tables provide the activity in and ending balances of the allowance for loan losses by loan portfolio class at and for the six months ended June 30, 2020 and 2019:

 

 

(dollars in thousands)

 

 

Commercial

Real Estate

  

Construction

and Land

Development

  

Commercial

and

Industrial

  

Owner

Occupied Real

Estate

  

 

Consumer

and Other

  

 

Residential

Mortgage

  

Paycheck

Protection

Program

  

 

 

Unallocated

  

 

 

Total

 
                                     

Six months ended June 30, 2020

                                 

Allowance for loan losses:

                                 
                                     

Beginning balance:

 $3,043  $688  $931  $2,292  $590  $1,705  $-  $17  $9,266 

Charge-offs

  -   -   (51)  (48)  (65)  (50)  -   -   (214)

Recoveries

  -   2   27   1   8   -   -   -   38 

Provisions (credits)

  689   262   524   (250)  142   600   -   (17)  1,950 
                                     

Ending balance

 $3,732  $952  $1,431  $1,995  $675  $2,255  $-  $-  $11,040 
                                     

Six months ended June 30, 2019

                                 

Allowance for loan losses:

                                 
                                     

Beginning balance:

 $2,462  $777  $1,754  $2,033  $577  $894  $-  $118  $8,615 

Charge-offs

  -   -   (930)  (75)  (13)  -   -   -   (1,018)
                                     

Recoveries

  -   -   154   -   5   -   -   -   159 

Provisions (credits)

  211   (146)  (103)  200   (7)  230   -   (85)  300 
                                     

Ending balance

 $2,673  $631  $875  $2,158  $562  $1,124  $-  $33  $8,056 

 

17

 

The following tables provide a summary of the allowance for loan losses and balance of loans receivable by loan class and by impairment method as of June 30, 2020 and December 31, 2019:

 

 

 

(dollars in thousands)

 

 

Commercial

Real Estate

  

Construction

and Land

Development

  

Commercial

and

Industrial

  

Owner

Occupied

Real Estate

  

 

Consumer

and Other

  

 

Residential

Mortgage

  

Paycheck

Protection

Program

  

 

 

Unallocated

  

 

 

Total

 

June 30, 2020

                                    

Allowance for loan losses:

                                    
                                     

Individually evaluated for impairment

 $322  $-  $45  $132  $-  $-  $-  $-  $499 
                                     

Collectively evaluated for impairment

  3,410   952   1,386   1,863   675   2,255   -   -   10,541 
                                     

Total allowance for loan losses

 $3,732  $952  $1,431  $1,995  $675  $2,255  $-  $-  $11,040 
                                     

Loans receivable:

                                    
                                     

Loans evaluated individually

 $10,777  $-  $3,064  $4,015  $1,122  $835  $-  $-  $19,813 
                                     

Loans evaluated collectively

  653,828   150,156   221,440   430,407   100,671   312,452   670,912   -   2,539,866 

Total loans receivable

 $664,605  $150,156  $224,504  $434,422  $101,793  $313,287  $670,912  $-  $2,559,679 

 

 

 

(dollars in thousands)

 

 

Commercial

Real Estate

  

Construction

and Land

Development

  

Commercial

and Industrial

  

Owner

Occupied

Real Estate

  

 

Consumer

and Other

  

 

Residential

Mortgage

  

Paycheck

Protection

Program

  

 

 

Unallocated

  

 

 

Total

 

December 31, 2019

                                    

Allowance for loan losses:

                                    
                                     

Individually evaluated for impairment

 $265  $-  $23  $268  $-  $-  $-  $-  $556 
                                     

Collectively evaluated for impairment

  2,778   688   908   2,024   590   1,705   -   17   8,710 
                                     

Total allowance for loan losses

 $3,043  $688  $931  $2,292  $590  $1,705  $-  $17  $9,266 
                                     

Loans receivable:

                                    
                                     

Loans evaluated individually

 $10,331  $-  $3,087  $3,634  $1,062  $768  $-  $-  $18,882 
                                     

Loans evaluated collectively

  603,300   121,395   220,819   420,766   100,258   262,676      -   1,729,214 

Total loans receivable

 $613,631  $121,395  $223,906  $424,400  $101,320  $263,444  $-  $-  $1,748,096 

 

18

 

A loan is considered impaired, when based on current information and events, it is probable that the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming loans, but also include internally classified accruing loans. The following table summarizes information with regard to impaired loans by loan portfolio class as of June 30, 2020 and December 31, 2019:

 

  

June 30, 2020

  

December 31, 2019

 

 

 

(dollars in thousands)

 

 

Recorded

Investment

  

Unpaid

Principal

Balance

  

 

Related

Allowance

  

 

Recorded

Investment

  

Unpaid

Principal

Balance

  

 

Related

Allowance

 

With no related allowance recorded:

                        

Commercial real estate

 $6,632  $6,639  $-  $6,186  $6,192  $- 

Construction and land development

  -   -   -   -   -   - 

Commercial and industrial

  2,355   2,402   -   2,719   2,989   - 

Owner occupied real estate

  3,132   3,339   -   2,127   2,275   - 

Consumer and other

  1,122   1,462   -   1,062   1,375   - 

Residential mortgage

  835   888   -   768   768   - 

Paycheck protection program

  -   -   -   -   -   - 

Total

 $14,076  $14,730  $-  $12,862  $13,599  $- 
                         

With an allowance recorded:

                        

Commercial real estate

 $4,145  $4,667  $322  $4,145  $4,667  $265 

Construction and land development

  -   -   -   -   -   - 

Commercial and industrial

  709   880   45   368   383   23 

Owner occupied real estate

  883   902   132   1,507   1,521   268 

Consumer and other

  -   -   -   -   -   - 

Residential mortgage

  -   -   -   -   -   - 

Paycheck protection program

  -   -   -   -   -   - 

Total

 $5,737  $6,449  $499  $6,020  $6,571  $556 
                         

Total:

                        

Commercial real estate

 $10,777  $11,306  $322  $10,331  $10,859  $265 

Construction and land development

  -   -   -   -   -   - 

Commercial and industrial

  3,064   3,282   45   3,087   3,372   23 

Owner occupied real estate

  4,015   4,241   132   3,634   3,796   268 

Consumer and other

  1,122   1,462   -   1,062   1,375   - 

Residential mortgage

  835   888   -   768   768   - 

Paycheck protection program

  -   -   -   -   -   - 

Total

 $19,813  $21,179  $499  $18,882  $20,170  $556 

 

19

 

The following table presents additional information regarding the Company’s impaired loans for the three months ended June 30, 2020 and June 30, 2019:

 

  

Three Months Ended June 30,

 
  

2020

  

2019

 

 

 

(dollars in thousands)

 

 

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Average

Recorded

Investment

  

Interest

Income

Recognized

 

With no related allowance recorded:

                

Commercial real estate

 $6,546  $68  $6,278  $70 

Construction and land development

  -   -   -   - 

Commercial and industrial

  2,479   -   1,527   - 

Owner occupied real estate

  2,982   6   1,867   14 

Consumer and other

  1,149   5   917   6 

Residential mortgage

  812   1   512   1 

Paycheck protection program

  -   -   -   - 

Total

 $13,968  $80  $11,101  $91 
                 

With an allowance recorded:

                

Commercial real estate

 $4,147  $-  $4,214  $- 

Construction and land development

  -   -   -   - 

Commercial and industrial

  614   -   842   - 

Owner occupied real estate

  1,191   10   860   6 

Consumer and other

  -   -   26   - 

Residential mortgage

  20   1   -   - 

Paycheck protection program

  -   -   -   - 

Total

 $5,972  $11  $5,942  $6 
                 

Total:

                

Commercial real estate

 $10,693  $68  $10,492  $70 

Construction and land development

  -   -   -   - 

Commercial and industrial

  3,093   -   2,369   - 

Owner occupied real estate

  4,173   16   2,727   20 

Consumer and other

  1,149   5   943   6 

Residential mortgage

  832   2   512   1 

Paycheck protection program

  -   -   -   - 

Total

 $19,940  $91  $17,043  $97 

 

20

 

The following table presents additional information regarding the Company’s impaired loans for the six months ended June 30, 2020 and June 30, 2019:

 

  

Six Months Ended June 30,

 
  

2020

  

2019

 

 

 

(dollars in thousands)

 

 

Average

Recorded

Investment

  

Interest

Income

Recognized

  

Average

Recorded

Investment

  

Interest

Income

Recognized

 

With no related allowance recorded:

                

Commercial real estate

 $6,459  $138  $6,296  $140 

Construction and land development

  -   -   -   - 

Commercial and industrial

  2,603   1   1,591   - 

Owner occupied real estate

  2,831   8   1,879   28 

Consumer and other

  1,177   7   841   8 

Residential mortgage

  790   1   256   1 

Paycheck protection program

  -   -   -   - 

Total

 $13,860  $155  $10,863  $177 
                 

With an allowance recorded:

                

Commercial real estate

 $4,146  $-  $4,414  $- 

Construction and land development

  -   -   -   - 

Commercial and industrial

  520   -   1,148   - 

Owner occupied real estate

  1,500   16   697   12 

Consumer and other

  -   -   51   - 

Residential mortgage

  40   1   -   - 

Paycheck protection program

  -   -   -   - 

Total

 $6,206  $17  $6,310  $12 
                 

Total:

                

Commercial real estate

 $10,605  $138  $10,710  $140 

Construction and land development

  -   -   -   - 

Commercial and industrial

  3,123   1   2,739   - 

Owner occupied real estate

  4,331   24   2,576   40 

Consumer and other

  1,177   7   892   8 

Residential mortgage

  830   2   256   1 

Paycheck protection program

  -   -   -   - 

Total

 $20,066  $172  $17,173  $189 

 

21

 

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the past due status as of June 30, 2020 and December 31, 2019:

 

 

 

 

(dollars in thousands)

 

 

30-59

Days Past

Due

  

 

60-89

Days Past

Due

  

 

Greater

than 90

Days

  

 

 

Total

Past Due

  

 

 

 

Current

  

 

Total

Loans

Receivable

  

Loans

Receivable >

90 Days and Accruing

 

At June 30, 2020

                            

Commercial real estate

 $-  $72  $4,581  $4,653  $659,952  $664,605  $- 

Construction and land development

  -   -   -   -   150,156   150,156   - 

Commercial and industrial

  -   -   3,064   3,064   221,440   224,504   - 

Owner occupied real estate

  -   -   3,115   3,115   431,307   434,422   - 

Consumer and other

  75   34   1,122   1,231   100,562   101,793   - 

Residential mortgage

  -   -   835   835   312,452   313,287   - 

Paycheck protection program

  -   -   -   -   670,912   670,912   - 

Total

 $75  $106  $12,717  $12,898  $2,546,781  $2,559,679  $- 

 

 

 

 

 

(dollars in thousands)

 

 

30-59

Days Past

Due

  

 

60-89

Days Past

Due

  

 

Greater

than 90

Days

  

 

 

Total

Past Due

  

 

 

 

Current

  

 

Total

Loans Receivable

  

Loans

Receivable >

90 Days and

Accruing

 

At December 31, 2019

                            

Commercial real estate

 $-  $313  $4,159  $4,472  $609,159  $613,631  $- 

Construction and land development

  -   -   -   -   121,395   121,395   - 

Commercial and industrial

  -   50   3,087   3,137   220,769   223,906   - 

Owner occupied real estate

  -   1,219   3,337   4,556   419,844   424,400   - 

Consumer and other

  112   241   1,062   1,415   99,905   101,320   - 

Residential mortgage

  -   -   768   768   262,676   263,444   - 

Total

 $112  $1,823  $12,413  $14,348  $1,733,748  $1,748,096  $- 

 

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system as of June 30, 2020 and December 31, 2019:

 

 

(dollars in thousands)

 

 

Pass

  

Special

Mention

  

 

Substandard

  

 

Doubtful

  

 

Total

 

At June 30, 2020:

                    

Commercial real estate

 $659,841  $86  $4,678  $-  $664,605 

Construction and land development

  150,156   -   -   -   150,156 

Commercial and industrial

  221,440   -   3,064   -   224,504 

Owner occupied real estate

  429,872   535   4,015   -   434,422 

Consumer and other

  100,671   -   1,122   -   101,793 

Residential mortgage

  312,452   -   835   -   313,287 

Paycheck protection program

  670,912   -   -   -   670,912 

Total

 $2,545,344  $621  $13,714  $-  $2,559,679 

 

 

(dollars in thousands)

 

 

Pass

  

Special

Mention

  

 

Substandard

  

 

Doubtful

  

 

Total

 

At December 31, 2019:

                    

Commercial real estate

 $609,382  $90  $4,159  $-  $613,631 

Construction and land development

  121,395   -   -   -   121,395 

Commercial and industrial

  220,819   -   3,087   -   223,906 

Owner occupied real estate

  418,997   1,770   3,633   -   424,400 

Consumer and other

  100,258   -   1,062   -   101,320 

Residential mortgage

  262,555   121   768   -   263,444 

Total

 $1,733,406  $1,981  $12,709  $-  $1,748,096 

 

22

 

The following table shows non-accrual loans by class as of June 30, 2020 and December 31, 2019:

 

(dollars in thousands)

 

June 30,

2020

  

December 31,

2019

 
         

Commercial real estate

 $4,581  $4,159 

Construction and land development

  -   - 

Commercial and industrial

  3,064   3,087 

Owner occupied real estate

  3,115   3,337 

Consumer and other

  1,122   1,062 

Residential mortgage

  835   768 

Paycheck protection program

  -   - 

Total

 $12,717  $12,413 

 

If these loans were performing under their original contractual rate, interest income on such loans would have increased approximately $173,000 and $397,000 for the three and six months ended June 30, 2020, respectively, and $121,000 and $233,000 for the three and six months ended June 30, 2019, respectively.    

 

Troubled Debt Restructurings

 

A modification to the contractual terms of a loan which results in a concession to a borrower that is experiencing financial difficulty is classified as a troubled debt restructuring (“TDR”). The concessions made in a TDR are those that would not otherwise be considered for a borrower or collateral with similar risk characteristics. A TDR is typically the result of efforts to minimize potential losses that may be incurred during loan workouts, foreclosure, or repossession of collateral at a time when collateral values are declining. Concessions include a reduction in interest rate below current market rates, a material extension of time to the loan term or amortization period, partial forgiveness of the outstanding principal balance, acceptance of interest only payments for a period of time, or a combination of any of these conditions.

 

      Pursuant to the CARES Act, loan modifications made between March 1, 2020 and the earlier of i) December 30, 2020 or ii) 60 days after the President declares a termination of the COVID-19 national emergency are not classified as TDRs if the related loans were not more than 30 days past due as of December 31, 2019. As of June 30, 2020, we have granted payment deferrals to 491 customers with total outstanding balances of $444 million. Through the date of issuance, more than 58% of the customers that were granted approval for deferral of loan payments have resumed normal principal and interest payments on their outstanding loan balances in the early stages of the third quarter of 2020. Through the date of issuance, the number of customers that have continued with the deferral of loan payments has declined to 205, or 3% of the total loan customers and the related outstanding loan balances have reduced to $197 million, or 10% of the total loan balances outstanding.

 

23

 

The following table summarizes information with regard to outstanding troubled debt restructurings at June 30, 2020 and December 31, 2019:

 

 

(dollars in thousands)

 

Number

of Loans

  

Accrual

Status

  

Non-

Accrual

Status

  

Total

TDRs

 

June 30, 2020

                

Commercial real estate

  1  $6,099  $-  $6,099 

Construction and land development

  -   -   -   - 

Commercial and industrial

  -   -   -   - 

Owner occupied real estate

  -   -   -   - 

Consumer and other

  -   -   -   - 

Residential mortgage

  -   -   -   - 

Total

  1  $6,099  $-  $6,099 
                 

December 31, 2019

                

Commercial real estate

  1  $6,173  $-  $6,173 

Construction and land development

  -   -   -   - 

Commercial and industrial

  -   -   -   - 

Owner occupied real estate

  -   -   -   - 

Consumer and other

  -   -   -   - 

Residential mortgage

  -   -   -   - 

Total

  1  $6,173  $-  $6,173 

 

All TDRs are considered impaired and are therefore individually evaluated for impairment in the calculation of the allowance for loan losses. Some TDRs may not ultimately result in the full collection of principal and interest as restructured and could lead to potential incremental losses. These potential incremental losses would be factored into the Company’s estimate of the allowance for loan losses. The level of any subsequent defaults will likely be affected by future economic conditions.

 

There were no loan modifications made during the three and six months ended June 30, 2020 and June 30, 2019 that met the criteria of a TDR.

 

After a loan is determined to be a TDR, the Company continues to track its performance under the most recent restructured terms. There were no TDRs that subsequently defaulted during the three and six months ended June 30, 2020. There were no TDRs that subsequently defaulted during the year ended December 31, 2019.

 

There was one residential mortgage in the process of foreclosure as of June 30, 2020 and December 31, 2019. There was no other real estate owned relating to residential real estate at June 30, 2020 and December 31, 2019.

 

 

Note 7: Short-Term Borrowings

 

The following is a summary of short-term borrowings by type.

 

  

June 30, 2020

  

December 31, 2019

 

(dollars in thousands)

 

Balance at

End of Period

  

Weighted Average

Interest Rate at

End of Period

  

Balance at

End of Period

  

Weighted Average

Interest Rate at

End of Period

 

Short-term borrowings

                

Paycheck Protection Program

                

Liquidity Facility borrowings

 $438,478   0.35% $-   -%

 

As part of the CARES Act, the Federal Reserve Bank of Philadelphia offered secured discounted borrowings to banks that originated PPP loans through the Paycheck Protection Program Liquidity Facility or PPPLF program. At June 30, 2020, the Company pledged $438.5 million of PPP loans to the Federal Reserve Bank of Philadelphia to borrow $438.5 million of funds at a rate of 0.35%. 

 

24

 

 

Note 8: Fair Value of Financial Instruments

 

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique.  Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated.  The estimated fair value amounts have been measured as of their respective year-ends and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates.  As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year-end.

 

The Company follows the guidance issued under ASC 820, Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value under GAAP, and identifies required disclosures on fair value measurements.

 

ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under ASC 820 are as follows:

 

 Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).

 

An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

 

25

 

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2020 and December 31, 2019 were as follows:

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

Total

  

(Level 1)

Quoted Prices

in Active

Markets for

Identical Assets

  

(Level 2)

Significant

Other

Observable

Inputs

  

 

(Level 3)

Significant

Unobservable

Inputs

 
                 

June 30, 2020

                

Assets:

                
                 

U.S. Government agencies

 $35,096  $-  $35,096  $- 

Collateralized mortgage obligations

  228,056   -   228,056   - 

Agency mortgage-backed securities

  43,072   -   43,072   - 

Municipal securities

  2,665   -   2,665   - 

Corporate bonds

  73,332   -   70,667   2,665 

Securities Available for Sale

 $382,221  $-  $379,556  $2,665 
                 

Mortgage Loans Held for Sale

 $24,744  $-  $24,744  $- 

SBA Servicing Assets

  4,604   -   -   4,604 

Interest Rate Lock Commitments

  1,642   -   1,642   - 

Best Efforts Forward Loan Sales Commitments

  8   -   8   - 

Mandatory Forward Loan Sales Commitments

  -   -   -   - 
                 

Liabilities:

                
                 

Interest Rate Lock Commitments

  -   -   -   - 

Best Efforts Forward Loan Sales Commitments

  654   -   654   - 

Mandatory Forward Loan Sales Commitments

  326   -   326   - 
                 
                 

December 31, 2019

                

Assets:

                
                 

U.S. Government agencies

 $38,305  $-  $38,305  $- 

Collateralized mortgage obligations

  331,438   -   331,438   - 

Agency mortgage-backed securities

  98,937   -   98,937   - 

Municipal securities

  4,082   -   4,082   - 

Corporate bonds

  66,280   -   63,460   2,820 

Securities Available for Sale

 $539,042  $-  $536,222  $2,820 
                 

Mortgage Loans Held for Sale

 $10,345  $-  $10,345  $- 

SBA Servicing Assets

  4,447   -   -   4,447 

Interest Rate Lock Commitments

  362   -   362   - 

Best Efforts Forward Loan Sales Commitments

  4   -   4   - 

Mandatory Forward Loan Sales Commitments

  2   -   2   - 
                 

Liabilities:

                
                 

Interest Rate Lock Commitments

  -   -   -   - 

Best Efforts Forward Loan Sales Commitments

  133   -   133   - 

Mandatory Forward Loan Sales Commitments

  83   -   83   - 

 

26

 

The following tables present an analysis of the activity related to the SBA servicing asset balance for the three and six months ended June 30, 2020 and 2019:

 

  

Three Months Ended

June 30,

 

(dollars in thousands)

 

2020

  

2019

 

Beginning balance, April 1st

 $4,644  $4,631 

Additions

  77   342 

Fair value adjustments

  (117)  (380)

Ending balance, June 30th

 $4,604  $4,593 

 

  

Six Months Ended

June 30,

 

(dollars in thousands)

 

2020

  

2019

 

Beginning balance, January 1st

 $4,447  $4,785 

Additions

  315   553 

Fair value adjustments

  (158)  (745)

Ending balance, June 30th

 $4,604  $4,593 

 

Fair value adjustments are recorded as loan and servicing fees on the statement of income. Servicing fee income, not including fair value adjustments, totaled $482,000 and $479,000 for the three months ended June 30, 2020 and 2019, respectively. Servicing fee income, not including fair value adjustments, totaled $912,000 and $937,000 for the six months ended June 30, 2020 and 2019, respectively. Total loans in the amount of $207.7 million at June 30, 2020 and $201.7 million at December 31, 2019 were serviced for others.

 

The following table presents a reconciliation of the securities available for sale measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2020 and 2019:

 

  

Three Months Ended

June 30, 2020

  

Three Months Ended

June 30, 2019

 
Level 3 Investments Only        

(dollars in thousands)

 

Corporate Bonds

  

Corporate Bonds

 

Balance, April 1st

 $2,649  $3,034 

Unrealized gains (losses)

  16   (35)

Proceeds from sales

  -   - 

Realized losses

  -   - 

Balance, June 30th

 $2,665  $2,999 

 

  

Six Months Ended

June 30, 2020

  

Six Months Ended

June 30, 2019

 
Level 3 Investments Only        

(dollars in thousands)

 

Corporate Bonds

  

Corporate Bonds

 

Balance, January 1st

 $2,819  $3,069 

Unrealized gains (losses)

  (154)  (70)

Proceeds from sales

  -   - 

Realized losses

  -   - 

Balance, June 30th

 $2,665  $2,999 

 

27

 

For assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2020 and December 31, 2019 were as follows:

 

 

 

(dollars in thousands)

 

 

 

 

 

Total

  

(Level 1)

Quoted Prices

in Active

Markets for

Identical Assets

  

(Level 2)

Significant

Other

Observable

Inputs

  

 

(Level 3)

Significant

Unobservable

Inputs

 

June 30, 2020

                

Impaired loans

 $5,973  $-  $-  $5,973 

Other real estate owned

  -   -   -   - 
                 

December 31, 2019

                

Impaired loans

 $5,730  $-  $-  $5,730 

Other real estate owned

  899   -   -   899 

 

The table below presents additional quantitative information about level 3 assets measured at fair value on a nonrecurring basis (dollars in thousands): 

 

  

Quantitative Information about Level 3 Fair Value Measurements

 

Asset Description

 

Fair Value

 

 

Valuation

Technique

 

Unobservable Input

 

Range (Weighted

Average)

June 30, 2020

          
           

Corporate bonds

 $2,665 

Discounted Cash Flows

 

Discount Rate

 (3.59%) 
           
     

 

 

Conditional Prepayment Rate

 (13.47%) 
SBA servicing assets $4,604 Discounted Cash Flows     
       Discount Rate (10.00%) 
           

Impaired loans

 $5,973 

Appraised Value of Collateral (1)

 

Liquidation expenses (2)

 0%-20%(12%)(3)
           

December 31, 2019

          
           

Corporate bonds

 $2,820 

Discounted Cash Flows

 

Discount Rate

 (6.66%) 
           
     

 

 

Conditional Prepayment Rate

 (13.53%) 
SBA servicing assets $4,447 Discounted Cash Flows     
       Discount Rate (10.75%) 
           

Impaired loans

 $5,730 

Appraised Value of Collateral (1)

 

Liquidation expenses (2)

 9%-20%(12%) (3)
           

Other real estate owned

 $899 

Appraised Value of Collateral (1)

 

Liquidation expenses (2)

 6%-20%(8%)(3)

 

(1)

Fair value is generally determined through independent appraisals of the underlying collateral, which include Level 3 inputs that are not identifiable.

(2)

Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.

(3)

The range and weighted average of qualitative factors such as economic conditions and estimated liquidation expenses are presented as a percent of the appraised value.

 

           The significant unobservable inputs for impaired loans and other real estate owned are the appraised value or an agreed upon sales price. These values are adjusted for estimated costs to sell which are incremental direct costs to transact a sale such as broker commissions, legal fees, closing costs and title transfer fees. The costs must be considered essential to the sale and would not have been incurred if the decision to sell had not been made. The costs to sell are based on costs associated with the Company’s actual sales of other real estate owned which are assessed annually.

 

28

 

Fair Value Assumptions

 

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities.  Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.  The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at June 30, 2020 and December 31, 2019.

 

Investment Securities

 

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices.  For certain securities, which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments, are generally based on available market evidence (Level 3).  In the absence of such evidence, management’s best estimate is used.  Management’s best estimate consists of both internal and external support on certain Level 3 investments.  Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) were used to support fair values of certain Level 3 investments.

 

The types of instruments valued based on matrix pricing in active markets include all of the Company’s U.S. government and agency securities, corporate bonds, asset backed securities, and municipal obligations held in the investment securities portfolio. Such instruments are generally classified within Level 2 of the fair value hierarchy. As required by ASC 820-10, the Company does not adjust the matrix pricing for such instruments.

 

Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions, and may be adjusted to reflect illiquidity and/or non-transferability, with such adjustment generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. Subsequent to inception, management only changes Level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt markets, and changes in financial ratios or cash flows. Republic has one Level 3 investment classified as available for sale which is a single corporate bond.

 

The corporate bond included in Level 3 was transferred from Level 2 in 2010 and is not actively traded. Impairment would depend on the repayment ability of the underlying issuer, which is assessed through a detailed quarterly review of the issuer’s financial statements. The issuer is a “well capitalized” financial institution as defined by federal banking regulations and has demonstrated the ability to raise additional capital, when necessary, through the public capital markets. The fair value of this corporate bond is estimated by obtaining a price of a comparable floating rate debt instrument through Bloomberg.

 

Mortgage Loans Held for Sale (Carried at Fair Value)

 

The fair value of mortgage loans held for sale is determined by obtaining prices at which they could be sold in the principal market at the measurement date and are classified within Level 2 of the fair value hierarchy. Republic elected to adopt the fair value option for its mortgage loans held for sale portfolio in order to more accurately reflect their economic value. Interest income on loans held for sale, which totaled $166,000 and $249,000 for three and six months ended June 30, 2020, respectively, and $126,000 and $256,000 for the three and six months ended June 30, 2019, respectively, are included in interest and fees in the statements of income.

 

29

 

The following table reflects the difference between the carrying amount of mortgage loans held for sale, measured at fair value and the aggregate unpaid principal amount that Republic is contractually entitled to receive at maturity as of June 30, 2020 and December 31, 2019.

 

  

Carrying

Amount

  

Aggregate Unpaid

Principal Balance

  

Excess Carrying

Amount Over

Aggregate Unpaid

Principal Balance

 

June 30, 2020

 $24,744  $23,793  $951 
             

December 31, 2019

 $10,345  $9,983  $362 

 

Changes in the excess carrying amount over aggregate unpaid principal balance are recorded in the statement of income in mortgage banking income. Republic did not have any mortgage loans held for sale recorded at fair value that were 90 or more days past due and on non-accrual at June 30, 2020 and December 31, 2019.

 

Interest Rate Lock Commitments (“IRLC”)

 

The Company determines the value of IRLCs by comparing the market price to the price locked in with the customer, adding fees or points to be collected at closing, subtracting commissions to be paid at closing, and subtracting estimated remaining loan origination costs to the bank based on the processing status of the loan, The Company also considers pull-through as it determines the fair value of IRLCs. Factors that affect pull-through rates include the origination channel, current mortgage interest rates in the market versus the interest rate incorporated in the IRLC, the purpose of the mortgage (purchase versus financing), the stage of completion of the underlying application and underwriting process, and the time remaining until the IRLC expires. IRLCs are classified within Level 2 of the valuation hierarchy.

 

Best Efforts Forward Loan Sales Commitments

 

Best efforts forward loan sales commitments are classified within Level 2 of the valuation hierarchy. Best efforts forward loan sales commitments fix the forward sales price that will be realized upon the sale of mortgage loans into the secondary market. Best efforts forward loan sales commitments are entered into for loans at the time the borrower commitment is made. These best efforts forward loan sales commitments are valued using the committed price to the counterparty against the current market price of the interest rate lock commitment or mortgage loan held for sale.

 

Mandatory Forward Loan Sales Commitments

 

Fair values for mandatory forward loan sales commitments are based on fair values of the underlying mortgage loans and the probability of such commitments being exercised. Due to the observable inputs used by Republic, best efforts mandatory loan sales commitments are classified within Level 2 of the valuation hierarchy.

 

Impaired Loans (Carried at Lower of Cost or Fair Value)

 

Impaired loans are those that the Company has measured impairment based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value consists of the loan balances less any valuation allowance. The valuation allowance amount is calculated as the difference between the recorded investment in a loan and the present value of expected future cash flows or it is calculated based on discounted collateral values if the loans are collateral dependent.

 

30

 

Other Real Estate Owned (Carried at Lower of Cost or Fair Value)

 

These assets are carried at the lower of cost or fair value. Fair value is determined through valuations periodically performed by third-party appraisers, and the real estate is carried at the lower of its carrying amount or fair value less estimated costs to sell. Any declines in the fair value of the real estate properties below the initial cost basis are recorded through a valuation expense.

 

SBA Servicing Asset (Carried at Fair Value)

 

The SBA servicing asset is initially recorded when loans are sold and the servicing rights are retained and recorded on the balance sheet. An updated fair value is obtained from an independent third party on a quarterly basis and adjustments are presented as loan and servicing fees on the statement of income. The valuation begins with the projection of future cash flows for each asset based on their unique characteristics, the Company’s market-based assumptions for prepayment speeds and estimated losses and recoveries. The present value of the future cash flows are then calculated utilizing the Company’s market-based discount ratio assumptions. In all cases, the Company models expected payments for every loan for each quarterly period in order to create the most detailed cash flow stream possible.

 

The Company uses assumptions and estimates in determining the impairment of the SBA servicing asset. These assumptions include prepayment speeds and discount rates commensurate with the risks involved and comparable to assumptions used by participants to value and bid serving rights available for sale in the market. At June 30, 2020 and December 31, 2019, the sensitivity of the current fair value of the SBA loan servicing rights to immediate 10% and 20% adverse changes in key assumptions are included in the accompanying table.

 

(dollars in thousands)

 

June 30, 2020

  

December 31, 2019

 
         

SBA Servicing Asset

        
         

Fair Value of SBA Servicing Asset

 $4,604  $4,447 
         

Composition of SBA Loans Serviced for Others

        

Fixed-rate SBA loans

  2%  2%

Adjustable-rate SBA loans

  98%  98%

Total

  100%  100%
         

Weighted Average Remaining Term (in years)

 

20.4

  

20.7

 
         

Prepayment Speed

  13.47%  13.53%

Effect on fair value of a 10% increase

 $(160) $(175)

Effect on fair value of a 20% increase

  (309)  (338)
         

Weighted Average Discount Rate

  10.00%  10.75%

Effect on fair value of a 10% increase

 $(148) $(154)

Effect on fair value of a 20% increase

  (288)  (298)

 

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in value may not be linear. Also in this table, the effect of an adverse variation in a particular assumption on the value of the SBA servicing rights is calculated without changing any other assumption. While in reality, changes in one factor may magnify or counteract the effect of the change.

 

31

 

Off-Balance Sheet Financial Instruments (Disclosed at notional amounts)

 

Fair values for the Company’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing.

 

The estimated fair values of the Company’s financial instruments at June 30, 2020 were as follows.

 

  

Fair Value Measurements at June 30, 2020

 
(dollars in thousands) 

Carrying

Amount

  

Fair

Value

  

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
Balance Sheet Data                    
Financial assets:                    

Cash and cash equivalents

 $691,244  $691,244  $691,244  $-  $- 

Investment securities available for sale

  382,221   382,221   -   379,556   2,665 

Investment securities held to maturity

  556,159   583,182   -   583,182   - 

Restricted stock

  3,789   3,789   -   3,789   - 

Loans held for sale

  26,126   26,205   -   24,744   1,461 

Loans receivable, net

  2,531,208   2,513,942   -   -   2,513,942 

SBA servicing assets

  4,604   4,604   -   -   4,604 

Accrued interest receivable

  12,393   12,393   -   12,393   - 

Interest rate lock commitments

  1,642   1,642   -   1,642   - 

Best efforts forward loan sales commitments

  8   8   -   8   - 

Mandatory forward loan sales commitments

  -   -   -   -   - 
                     

Financial liabilities:

                    

Deposits

                    

Demand, savings and money market

 $3,433,508  $3,433,508  $-  $3,433,508  $- 

Time

  210,446   211,900   -   211,900   - 

Short-term borrowings

  438,478   438,478   -   438,478   - 

Subordinated debt

  11,268   7,438   -   -   7,438 

Accrued interest payable

  1,403   1,403   -   1,403   - 

Interest rate lock commitments

  -   -   -   -   - 

Best efforts forward loan sales commitments

  654   654   -   654   - 

Mandatory forward loan sales commitments

  326   326   -   326   - 
                     

Off-Balance Sheet Data

                    

Commitments to extend credit

  -   -   -   -   - 

Standby letters-of-credit

  -   -   -   -   - 

 

32

 

The estimated fair values of the Company’s financial instruments at December 31, 2019 were as follows:

 

  

Fair Value Measurements at December 31, 2019

 
(dollars in thousands) 

Carrying

Amount

  

Fair

Value

  

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
Balance Sheet Data                    
Financial assets:                    

Cash and cash equivalents

 $168,319  $168,319  $168,319  $-  $- 

Investment securities available for sale

  539,042   539,042   -   536,222   2,820 

Investment securities held to maturity

  644,842   653,109   -   653,109   - 

Restricted stock

  2,746   2,746   -   2,746   - 

Loans held for sale

  13,349   13,349   -   10,345   3,004 

Loans receivable, net

  1,738,929   1,731,876   -   -   1,731,876 

SBA servicing assets

  4,447   4,447   -   -   4,447 

Accrued interest receivable

  9,934   9,934   -   9,934   - 

Interest rate lock commitments

  362   362   -   362   - 

Best efforts forward loan sales commitments

  4   4   -   4   - 

Mandatory forward loan sales commitments

  2   2   -   2   - 
                     

Financial liabilities:

                    

Deposits

                    

Demand, savings and money market

 $2,775,584  $2,775,584  $-  $2,775,584  $- 

Time

  223,579   224,095   -   224,095   - 

Subordinated debt

  11,265   8,540   -   -   8,540 

Accrued interest payable

  1,630   1,630   -   1,630   - 

Interest rate lock commitments

  -   -   -   -   - 

Best efforts forward loan sales commitments

  133   133   -   133   - 

Mandatory forward loan sales commitments

  83   83   -   83   - 
                     

Off-Balance Sheet Data

                    

Commitments to extend credit

  -   -   -   -   - 

Standby letters-of-credit

  -   -   -   -   - 

 

33

 

 

Note 9: Changes in Accumulated Other Comprehensive Income (Loss) By Component (1)

 

The following table presents the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2020 and 2019, and the year ended December 31, 2019.

 

  

 

Unrealized Gains

(Losses) on Available-

For-Sale Securities

  

Unrealized Holding

Losses on Securities

Transferred From

Available-For-Sale To

Held-To-Maturity

  

 

Total

 

(dollars in thousands)

            

Balance January 1, 2020

 $(1,275) $(6,066) $(7,341)

Unrealized gain on securities

  4,077   -   4,077 

Amounts reclassified from accumulated other comprehensive income to net income (2)

  (1,852)  787   (1,065)

Net current-period other comprehensive income

  2,225   787   3,012 

Total change in accumulated other comprehensive income

  2,225   787   3,012 

Balance June 30, 2020

 $950  $(5,279) $(4,329)
             

Balance January 1, 2019

 $(4,736) $(7,191) $(11,927)

Unrealized gain on securities

  3,672   -   3,672 

Amounts reclassified from accumulated other comprehensive income to net income (2)

  (448)  495   47 

Net current-period other comprehensive income

  3,224   495   3,719 

Total change in accumulated other comprehensive income

  3,224   495   3,719 

Balance June 30, 2019

 $(1,512) $(6,696) $(8,208)
             

Balance January 1, 2019

 $(4,736) $(7,191) $(11,927)

Unrealized gain on securities

  4,284   -   4,284 

Amounts reclassified from accumulated other comprehensive income to net income (2)

  (823)  1,125   302 

Net current-period other comprehensive income

  3,461   1,125   4,586 

Total change in accumulated other comprehensive income

  3,461   1,125   4,586 

Balance December 31, 2019

 $(1,275) $(6,066) $(7,341)

 

 

(1)

All amounts are net of tax. Amounts in parentheses indicate reductions to other comprehensive income.

 

(2)

Reclassification amounts are reported as gains on sales of investment securities, impairment losses, and amortization of net unrealized losses on the Consolidated Statement of Income.

 

34

 

 

Note 10: Goodwill and Other Intangibles

 

In July 2016, Republic acquired all of the issued and outstanding limited liability company interests of Oak Mortgage Company, LLC and, as a result, Oak Mortgage became a wholly owned subsidiary of Republic on that date. The goodwill related to the acquisition of Oak Mortgage is detailed in the table below:

 

  

Three Months Ended

June 30,

 

(dollars in thousands)

 

2020

  

2019

 

Balance, April 1st

 $5,011  $5,011 

Additions/Adjustments

  -   - 

Amortization

  -   - 

Balance, June 30th

 $5,011  $5,011 

Amortization Period (in years)

 

Indefinite

  

Indefinite

 

 

  

Six Months Ended

June 30,

 

(dollars in thousands)

 

2020

  

2019

 

Balance, January 1st

 $5,011  $5,011 

Additions/Adjustments

  -   - 

Amortization

  -   - 

Balance, June 30th

 $5,011  $5,011 

Amortization Period (in years)

 

Indefinite

  

Indefinite

 

 

The Company completed an annual impairment test for goodwill as of July 31, 2019. Future impairment testing will continue to be conducted as of July 31 on an annual basis, unless a triggering event occurs in the interim that would suggest impairment, in which case it would be tested as of the date of the triggering event. In the first quarter of 2020, management determined that one or more triggering events had occurred as a result of the effects that the COVID-19 pandemic had on the national and global economy. An Interim Period Quantitative Goodwill Impairment Test was performed as of March 31, 2020. As a result of the continuing impact of the COVID-19 pandemic in the second quarter of 2020, the uncertainty surrounding future economic conditions and the sustained decrease in the market value of the Company’s common stock, management determined that a triggering event had occurred with respect to goodwill and potential impairment and performed another Interim Period Quantitative Goodwill Impairment Test as of June 30, 2020. Management completed its review of goodwill and concluded that it was more likely than not that the fair value of goodwill exceeded its carrying value at June 30, 2020. Accordingly goodwill was not considered impaired at June 30, 2020.

 

The COVID-19 pandemic may cause a further and sustained decline in the Company’s stock price or another triggering event that could, under certain circumstances, cause management to perform a new goodwill impairment test and could result in an impairment charge in the future. In the event that the Company concludes that all or a portion of its goodwill is impaired, a non-cash charge for the amount of such impairment would be recorded against earnings. Such a charge would have no impact on tangible capital or regulatory capital.

 

35

 

 

Note 11: Derivatives and Risk Management Activities

 

Republic did not have any derivative instruments designated as hedging instruments, or subject to master netting and collateral agreements for the six months ended June 30, 2020 and the six months ended June 30, 2019. The following table summarizes the amounts recorded in Republic’s statement of financial condition for derivatives not designated as hedging instruments as of June 30, 2020 and December 31, 2019 (in thousands):

 

 

June 30, 2020

Balance Sheet

Presentation

 

Fair

Value

  

Notional

Amount

 
          

Asset derivatives:

         
          

IRLCs

Other Assets

 $1,642  $56,340 

Best efforts forward loan sales commitments

Other Assets

  8   1,875 

Mandatory forward loan sales commitments

Other Assets

  -   - 
          

Liability derivatives:

         
          

IRLCs

Other Liabilities

 $-  $- 

Best efforts forward loan sales commitments

Other Liabilities

  654   54,465 

Mandatory forward loan sales commitments

Other Liabilities

  326   23,612 

 

 

December 31, 2019

Balance Sheet

Presentation

 

Fair

Value

  

Notional

Amount

 
          

Asset derivatives:

         
          

IRLCs

Other Assets

 $362  $14,586 

Best efforts forward loan sales commitments

Other Assets

  4   875 

Mandatory forward loan sales commitments

Other Assets

  2   288 
          

Liability derivatives:

         
          

IRLCs

Other Liabilities

 $-  $- 

Best efforts forward loan sales commitments

Other Liabilities

  133   13,711 

Mandatory forward loan sales commitments

Other Liabilities

  83   9,614 

 

36

 

The following tables summarize the amounts recorded in Republic’s statement of income for derivative instruments not designated as hedging instruments for the three and six months ended June 30, 2020 and 2019 (in thousands):

 

 

Income Statement

Presentation

 

Three Months

Ended

June 30, 2020

Gain/(Loss)

  

Six Months

Ended

June 30, 2020

Gain/(Loss)

 
          

Asset derivatives:

         
          

IRLCs

Mortgage banking income

 $1,114  $1,280 

Best efforts forward loan sales commitments

Mortgage banking income

  (1,049)  4 

Mandatory forward loan sales commitments

Mortgage banking income

  (271)  (2)
          

Liability derivatives:

         
          

IRLCs

Mortgage banking income

 $718  $- 

Best efforts forward loan sales commitments

Mortgage banking income

  (596)  (521)

Mandatory forward loan sales commitments

Mortgage banking income

  (297)  (243)

 

 

Income Statement

Presentation

 

Three Months

Ended

June 30, 2019

Gain/(Loss)

  

Six Months

Ended

June 30, 2019

Gain/(Loss)

 
          

Asset derivatives:

         
          

IRLCs

Mortgage banking income

 $(66) $297 

Best efforts forward loan sales commitments

Mortgage banking income

  15   12 

Mandatory forward loan sales commitments

Mortgage banking income

  -   (10)
          

Liability derivatives:

         
          

IRLCs

Mortgage banking income

 $-  $- 

Best efforts forward loan sales commitments

Mortgage banking income

  85   (69)

Mandatory forward loan sales commitments

Mortgage banking income

  (39)  3 

 

The fair value of Republic’s IRLCs, best efforts forward loan sales commitments, and mandatory forward loan sales commitments are based upon the estimated value of the underlying mortgage loan (determined consistent with “Loans Held for Sale”), adjusted for (1) estimated costs to complete and originate the loan, and (2) the estimated percentage of IRLCs that will result in a closed mortgage loan. The valuation of the IRLCs issued by Republic includes the value of the servicing released premium. Republic sells loans servicing released, and the servicing released premium is included in the market price.

 

 

Note 12: Revenue Recognition

 

On January 1, 2018, the Company adopted ASU 2014-09Revenue from Contracts with Customers(Topic 606) and all subsequent ASUs that modified Topic 606. As stated in Note 2 Summary of Significant Accounting Policies, the implementation of the new standard did not have a material impact on the measurement of recognition of revenue. Management determined that a cumulative effect adjustment to opening retained earnings was not deemed necessary. Results for reporting periods beginning January 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

 

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Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and investments. In addition, certain non-interest income streams such as gains on sales of residential mortgage and SBA loans, income associated with servicing assets, and loan fees, including residential mortgage originations to be sold and prepayment and late fees charged across all loan categories are also not in scope of the new guidance. Topic 606 is applicable to non-interest revenue streams such as service charges on deposit accounts. However, the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Non-interest revenue streams in-scope of Topic 606 are discussed below.

 

Service Charges on Deposit Accounts

 

Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), ATM fees, NSF fees, and other deposit related fees.

 

The Company’s performance obligation for account analysis fees and monthly services fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided, which is typically one month. Revenue is recognized at month end after the completion of the service period and payment for these service charges on deposit accounts is primarily received through a direct charge to customers’ accounts.

 

ATM fees, NSF fees, and other deposit related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and the related revenue recognized, at a point in time. Payment for these service charges are received immediately through a direct charge to customers’ accounts.

 

For the Company, there are no other material revenue streams within the scope of Topic 606.

 

The following tables present non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and six months ended June 30, 2020 and 2019.

 

  

Three Months Ended

June 30,

 

(dollars in thousands)

 

2020

  

2019

 

Non-interest income

        

In-scope of Topic 606

        

Service charges on deposit accounts

 $2,328  $1,848 

Other non-interest income

  34   50 

Non-interest income (in-scope of Topic 606)

  2,362   1,898 

Non-interest income (out-of-scope of Topic 606)

  6,062   5,128 

Total non-interest income

 $8,424  $7,026 

 

  

Six Months Ended

June 30,

 

(dollars in thousands)

 

2020

  

2019

 

Non-interest income

        

In-scope of Topic 606

        

Service charges on deposit accounts

 $4,392  $3,460 

Other non-interest income

  96   129 

Non-interest income (in-scope of Topic 606)

  4,488   3,589 

Non-interest income (out-of-scope of Topic 606)

  10,481   8,382 

Total non-interest income

 $14,969  $11,971 

 

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Contract Balances

 

A contract assets balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s non-interest revenue streams are largely based on transaction activity, or standard month-end revenue accruals. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term contracts with customers, and therefore, does not experience significant contract balances. As of June 30, 2020 and December 31, 2019, the Company did not have any significant contract balances.

 

Contract Acquisition Costs

 

In connection with the adoption of Topic 606, an entity is required to capitalize, and subsequently amortize as an expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the assets that would have resulted from capitalizing these costs would have been amortized in one year or less. Upon adoption of Topic 606, the Company did not capitalize any contract acquisition cost.

 

 

Note 13: Leases

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”). The FASB issued this ASU to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under current U.S. GAAP and disclosing key information about leasing arrangements. The new standard was adopted by the Company on January 1, 2019. ASU 2016-02 provides for a modified retrospective transition approach requiring lessees to recognize and measure leases on the balance sheet at the beginning of either the earliest period presented or as of the beginning of the period of adoption. The Company elected to apply ASU 2016-02 as of the beginning of the period of adoption ( January 1, 2019) and will not restate comparative periods. Adoption of ASU 2016-02 resulted in the recognition of total operating lease liability obligations totaling $35.1 million and the recognition of operating lease right-of-use assets totaling $34.2 million at the date of adoption. The initial balance sheet gross up upon adoption was related to operating leases on land and buildings for twenty-three lease agreements. The Company has no finance leases or material subleases for which it is the lessor of property or equipment. The Company has elected to apply the package of practical expedients allowed by the new standard under which the Company need not reassess whether any expired or existing contracts are leases or contain leases, the Company need not reassess the lease classification for any expired or existing lease, and the Company need not reassess initial direct costs for any existing leases.

 

At June 30, 2020, the Company had forty operating lease agreements, which include operating leases for eighteen branch locations, seven offices that are used for general office space, and fifteen operating leases for equipment. Two of the real property operating leases did not include one or more options to extend the lease term. Five of the operating leases for branch locations are land leases where the Company is responsible for the construction of the building on the property. The forty operating leases have maturity dates ranging from December 2020 to August 2059 most of which include options for multiple five and ten year extensions which the Company is reasonably certain to exercise. No operating leases include variable lease payments that are based on an index or rate, such as the CPI. The weighted average remaining operating lease term for these leases is 19.7 years as of June 30, 2020

 

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At June 30, 2019, the Company had thirty-six operating lease agreements, which include operating leases for seventeen branch stores, eight offices that are used for general office space, and eleven operating leases for equipment. All of the real property operating leases include one of more options to extend the lease term. Five of the operating leases for branch locations are land leases where the Company is responsible for the construction of the building on the property. The thirty-six operating leases have maturity dates ranging from December 2019 to December 2058 most of which includes options for multiple five and ten year extensions which the Company is reasonably certain to exercise. No operating leases include variable lease payments that are based on an index or rate, such as the CPI. The weighted average remaining operating lease term for these leases is 19.2 years as of June 30, 2019.

 

The discount rate used in determining the operating lease liability obligation for each individual lease was the assumed incremental borrowing rate for the Company that corresponded with the remaining lease term as of January 1, 2019 for leases that existed at adoption and as of the lease commencement date for leases subsequently entered in to. The weighted average operating lease discount rate was 3.58% and 3.58% as of June 30, 2020 and 2019, respectively.

 

The following tables presents operating lease costs net of sublease income for the three and six months ended June 30, 2020 and 2019.

 

  

Three Months

Ended

June 30, 2020

  

Three Months

Ended

June 30, 2019

 

(dollars in thousands)

        

Operating lease cost

 $1,917  $1,664 

Sublease income

  -   (80)

Total lease cost

 $1,917  $1,584 

 

  

Six Months

Ended

June 30, 2020

  

Six Months

Ended

June 30, 2019

 

(dollars in thousands)

        

Operating lease cost

 $3,834  $3,030 

Sublease income

  -   (161)

Total lease cost

 $3,834  $2,869 

 

The following table presents a maturity analysis of total operating lease liability obligations and reconciliation of the undiscounted cash flows to total operating lease liability obligations at June 30, 2020 and 2019.

 

  

June 30, 2020

  

June 30, 2019

 

(dollars in thousands)

        

Operating lease payments due:

        

Within one year

 $6,675  $6,644 

One to three years

  11,571   12,143 

Three to five years

  10,110   10,212 

More than five years

  72,394   73,262 

Total undiscounted cash flows

  100,750   102,261 

Discount on cash flows

  (31,704)  (31,724)

Total operating lease liability obligations

 $69,046  $70,537 

 

40

 

The following tables presents cash and non-cash activities for the three and six months ended June 30, 2020 and 2019.

 

  

Three Months

Ended

June 30, 2020

  

Three Months

Ended

June 30, 2019

 

(dollars in thousands)

        

Cash paid for amounts included in the measurement of lease liabilities

        

Operating cash flows from operating leases

 $1,835  $1,046 
         

Non-cash investing and financing activities

        

Additions to Operating leases – right of use asset

        

New operating lease liability obligation

 $49  $13,971 

 

  

Six Months

Ended

June 30, 2020

  

Six Months

Ended

June 30, 2019

 

(dollars in thousands)

        

Cash paid for amounts included in the measurement of lease liabilities

        

Operating cash flows from operating leases

 $3,579  $2,049 
         

Non-cash investing and financing activities

        

Additions to Operating leases – right of use asset

        

New operating lease liability obligation

 $189  $72,356 

 

 

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

 

The following is management’s discussion and analysis of our financial condition, changes in financial condition, and results of operations in the accompanying consolidated financial statements. This discussion should be read in conjunction with the accompanying notes to the consolidated financial statements.

 

We may from time to time make written or oral "forward-looking statements", including statements contained in this quarterly report. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements.  For example, risks and uncertainties can arise as a result of the negative impacts and disruptions of the COVID-19 pandemic and measures taken to contain its spread on our employees, customers, business operations, credit quality, financial position, liquidity and results of operations; the length and extent of the economic contraction as a result of the COVID-19 pandemic; continued deterioration in general economic conditions; changes in customer behavior; changes in the adequacy of our allowance for loan losses and our methodology for determining such allowance; adverse changes in our loan portfolio and credit risk-related losses and expenses; changes in concentrations within our loan portfolio, including our exposure to commercial real estate loans, and to our primary service area; changes in interest rates; our ability to identify, negotiate, secure and develop new store locations and renew, modify, or terminate leases or dispose of properties for existing store locations effectively; business conditions in the financial services industry, including competitive pressure among financial services companies, new service and product offerings by competitors, price pressures and similar items; changes in deposit flows and loan demand; the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; our securities portfolio and the valuation of our securities; changes in accounting principles, policies and guidelines as well as estimates and assumptions used in the preparation of our financial statements; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; litigation liabilities, including costs, expenses, settlements and judgments; and other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services.  You should carefully review the risk factors described in the Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Report for the quarter ended March 31, 2020, and other documents we file from time to time with the Securities and Exchange Commission. The words "would be," "could be," "should be," "probability," "risk," "target," "objective," "may," "will," "estimate," "project," "believe," "intend," "anticipate," "plan," "seek," "expect" and similar expressions or variations on such expressions are intended to identify forward-looking statements. All such statements are made in good faith by us pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. We do not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of us, except as may be required by applicable law or regulations.

 

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Executive Summary

 

Republic First Bancorp, Inc. was organized and incorporated under the laws of the Commonwealth of Pennsylvania in 1987 and is the holding company for Republic First Bank, which does business under the name Republic Bank. We offer a variety of credit and depository banking services to individuals and businesses primarily in Greater Philadelphia, Southern New Jersey and New York City through our offices and branch locations in those markets. We commonly refer to our branch locations as stores to reflect our retail oriented approach to customer service and convenience.

 

As of June 30, 2020, we serve our customers through 30 store locations, in addition to 4 loan offices that specialize in commercial, small business and residential mortgage lending. Our stores are open 7 days a week, 361 days a year, with extended lobby and drive-thru hours providing customers with some of the most convenient hours compared to any bank in the markets which we operate. We offer free checking, free coin counting, and ATM/Debit cards issued on the spot. We also provide access to more than 55,000 surcharge free ATM machines worldwide through the Allpoint network to our customers. Our commitment to deliver best in class customer service not only applies to our store locations, but includes by phone, online and mobile options as well. Our business model is built on customer loyalty and engagement, understanding customer needs and offering the financial products and services to help them achieve their goals and objectives.

 

Current Economic Environment – Regulatory Developments

 

The COVID-19 pandemic is a highly unusual, unprecedented and evolving public health and economic crisis that may have a significant adverse impact on the economy, the banking industry and the Company in future fiscal periods, all subject to a high degree of uncertainty.

 

The CARES Act. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted to address the economic effects of the COVID-19 pandemic. Among other things, the CARES Act provides for the following:

 

 

Paycheck Protection Program (“PPP”). The CARES Act appropriated $349 billion for “paycheck protection loans” through the PPP. The amount appropriated was subsequently increased to $659 billion. Loans under the PPP that meet U.S. Small Business Administration (“SBA”) requirements may be forgiven in certain circumstances, and are 100% guaranteed by the SBA. In conjunction with the PPP, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) has created a lending facility for qualified financial institutions. The Paycheck Protection Program Liquidity Facility (“PPPLF”) will extend credit to depository institutions with a term equal to the term of the pledged loans at an interest rate of 0.35%. Only loans issued under the PPP can be pledged as collateral to access the facility.

 

 

Troubled Debt Restructuring Relief. From March 1, 2020 through the earlier of December 31, 2020 or 60 days after the termination date of the national emergency declared by the President on March 13, 2020 concerning the COVID–19 outbreak (the “national emergency”), a financial institution may elect to suspend the requirements under accounting principles generally accepted in the U.S. for loan modifications related to the COVID–19 pandemic that would otherwise be categorized as a troubled debt restructured (“TDR”), including impairment accounting. This TDR relief is applicable for the term of the loan modification that occurs during the applicable period for a loan that was not more than 30 days past due as of December 31, 2019. Financial institutions are required to maintain records of the volume of loans involved in modifications to which TDR relief is applicable.

 

 

CECL Delay. Banks, savings associations, credit unions, bank holding companies and their affiliates are not required to comply with the Financial Accounting Standards Board Accounting Standards Update No. 2016–13 (“Measurement of Credit Losses on Financial Instruments”), including the current expected credit losses methodology for estimating allowances for credit losses (“CECL”), from the date of the law’s enactment until the earlier of the end of the national emergency or December 31, 2020. On March 27, 2020, the Federal Reserve, the Federal Deposit Insurance Corporation (the “FDIC”), and the Office of the Comptroller of the Currency issued an interim final rule that allows banking organizations that are required to adopt CECL this year to mitigate the estimated cumulative regulatory capital effects for up to two years. The relief afforded by the CARES Act and interim final rule is in addition to the three-year transition period already in place. The Company has elected to delay the adoption of CECL.

 

 

Forbearance. The CARES Act codified in part guidance from state and federal regulators and government-sponsored enterprises, including the 60-day suspension of foreclosures on federally-backed mortgages and requirements that servicers grant forbearance to borrowers affected by COVID-19.

 

COVID-19 Response Efforts

 

Republic is committed to providing the financial resources necessary to support the economic recovery in our market. We have taken an active role in participating in the PPP. We quickly developed a process to accept PPP loan applications not only from our valued small business customers, but from non-customers throughout our community as well. As of June 30, 2020, we processed and obtained SBA approval for more than 4,800 PPP loan applications resulting in approximately $671 million in loans. We are now evaluating the guidelines of the Main Street Lending Program designed by the Federal Reserve to support small and medium-sized businesses that were unable to access the PPP or that require additional financial support after receiving a PPP loan.

 

42

 

We have also taken a number of steps to mitigate the potential spread of the coronavirus and to assist our customers, employees and other members of the community during this pandemic crisis. As of June 30, 2020 we have:

 

 

Put procedures in place at all of our store locations such as plastic shields, notices, hand sanitizer, etc., in accordance with CDC guidelines. Our store lobbies have been re-opened for all transactions including new account openings.

 

 

Encouraged customers to utilize our online, mobile and telephone banking systems. In addition, we continue to offer more than 55,000 surcharge free ATM machines to all of our customers.

 

 

Directed our commercial lenders to contact each of their customers to discuss the impact of the current economic conditions on their business and to develop a plan for assistance if required.

 

 

Implemented a temporary work from home policy for all employees whose primary responsibilities can be completed in this manner.

 

 

Initiated additional preventative measures by providing guidance and proper supplies to all employees to support appropriate hygiene and social distancing.

 

Loss Mitigation and Loan Portfolio Analysis

 

We have taken a proactive approach to analyze and prepare for the potential challenges to be faced as the effects of the economic shutdown begin to unfold. A detailed analysis of loan concentrations and segments that may present the areas of highest risk has been prepared. Our commercial lending team has initiated contact with a majority of our loan customers to discuss the impact that this pandemic crisis has had on their businesses to date and the expected ramifications that could be felt in the future. As of June 30, 2020, we had granted payment deferrals to 491 customers with total outstanding balances of $444 million, or 24% of total loans outstanding. Approximately $176 million, or 40%, of the deferral requests were for deferment of principal balances only. The remaining deferrals include requests to defer both principal and interest payments. We have executed loan modifications and initiated payment deferrals for all customers that had an immediate need for assistance. Through the date of issuance, more than 58% of the customers that were granted approval for deferral of loan payments have resumed normal principal and interest payments on their outstanding loan balances. Total deferrals were reduced to 205 customers with total outstanding balances of $197 million, or 10% of total loans outstanding. The regulatory agencies that supervise financial institutions have issued an Interagency Statement that encourages financial institutions to actively work with borrowers that have been impacted by the effects of the COVID-19 pandemic.

 

As a result of the recent changes in economic conditions, we have increased the qualitative factors for certain components of Republic’s allowance for loan loss calculation. We have also taken into consideration the probable impact that the various stimulus initiatives provided through the CARES Act, along with other government programs, may have to assist borrowers during this period of economic stress. We believe the combination of ongoing communication with our customers, loan to values on underlying collateral, loan payment deferrals, increased focus on risk management practices, and access to government programs such as the PPP should help mitigate potential future period losses. We will continue to closely monitor all key economic indicators and our internal asset quality metrics as the effects of the coronavirus pandemic begin to unfold. Based on the incurred loss methodology currently utilized by the Bank, the provision for loan losses and charge-offs may be impacted in future periods, but more time is needed to fully understand the magnitude and length of the economic downturn and the full impact on our loan portfolio.

 

43

 

Financial Condition

 

Assets

 

Total assets increased by $1.1 billion to $4.4 billion at June 30, 2020, compared to $3.3 billion at December 31, 2019.

 

Cash and Cash Equivalents

 

Cash and due from banks and interest bearing deposits comprise this category, which consists of our most liquid assets. The aggregate amount of these two categories increased by $522.9 million to $691.2 million at June 30, 2020, from $168.3 million at December 31, 2019. The increase is primarily driven by short-term borrowings provided by the PPPLF to fund PPP loans. In addition, a portion of the deposit balances related to funding of PPP loans remain in customer accounts as of June 30, 2020.

 

44

 

Loans Held for Sale

 

Loans held for sale are comprised of loans guaranteed by the SBA which we usually originate with the intention of selling in the future and residential mortgage loans originated which we also intend to sell in the future. Total SBA loans held for sale were $1.4 million at June 30, 2020 as compared to $3.0 million at December 31, 2019. Residential mortgage loans held for sale were $24.7 million at June 30, 2020 compared to $10.3 million at December 31, 2019. Loans held for sale, as a percentage of total Company assets, were less than 1% at June 30, 2020.

 

Loans Receivable

 

The loan portfolio represents our largest asset category and is our most significant source of interest income. Our lending strategy is focused on small and medium sized businesses and professionals that seek highly personalized banking services. The loan portfolio consists of secured and unsecured commercial loans including commercial real estate, construction loans, residential mortgages, home improvement loans, home equity loans and lines of credit, overdraft lines of credit, and others. Commercial loans typically range between $250,000 and $5,000,000 but customers may borrow significantly larger amounts up to our legal lending limit to a customer, which was approximately $38.2 million at June 30, 2020. Loans made to one individual customer, even if secured by different collateral, are aggregated for purposes of the lending limit.

 

Loans increased $792.3 million, or 46%, to $2.5 billion at June 30, 2020, versus $1.7 billion at December 31, 2019. This growth was primarily the result of $670.9 million in PPP loans that were funded by Republic during the second quarter of 2020. The remaining increase was a result of loan demand across all categories driven by the successful execution of our relationship banking strategy which focuses on delivering high levels of customer service.

 

 

Investment Securities

 

Investment securities considered available-for-sale are investments that may be sold in response to changing market and interest rate conditions, and for liquidity and other purposes. Our investment securities classified as available-for-sale consist primarily of SBA bonds, U.S. Government agency collateralized mortgage obligations (“CMO”), agency mortgage-backed securities (“MBS”), municipal securities, and corporate bonds. Available-for-sale securities totaled $382.2 million at June 30, 2020, compared to $539.0 million at December 31, 2019. The decrease was primarily due to the sale of securities totaling $92.8 million and the paydown, maturity, or call, of securities totaling $84.0 million partially offset by the purchase of securities totaling $16.9 million during the first six months of 2020. At June 30, 2020, the portfolio had a net unrealized gain of $1.3 million compared to a net unrealized loss of $1.7 million at December 31, 2019. The change in value of the investment portfolio was driven by a decrease in market interest rates which drove an increase in the value of the securities available-for-sale in our portfolio during the first six months of 2020.

 

Investment securities held-to-maturity are investments for which there is the intent and ability to hold the investment to maturity. These investments are carried at amortized cost. The held-to-maturity portfolio consists primarily of U.S. Government agency Small Business Investment Company bonds (“SBIC”) and SBA bonds, CMOs and MBSs. The fair value of securities held-to-maturity totaled $583.2 million and $653.1 million at June 30, 2020 and December 31, 2019, respectively. The decrease was primarily due to the paydown, maturity, or call of securities totaling $88.5 million partially offset by an increase of $18.8 million in the value of securities held in the portfolio during the first six months of 2020. The change in value of the investment portfolio was driven by a decrease in market interest rates which drove an increase in value of the securities held-to-maturity in our portfolio during the first six months of 2020.

 

45

 

Restricted Stock 

 

Restricted stock, which represents a required investment in the capital stock of correspondent banks related to available credit facilities, is carried at cost as of June 30, 2020 and December 31, 2019. As of those dates, restricted stock consisted of investments in the capital stock of the Federal Home Loan Bank of Pittsburgh (“FHLB”) and Atlantic Community Bankers Bank (“ACBB”).

 

At June 30, 2020 and December 31, 2019, the investment in FHLB of Pittsburgh capital stock totaled $3.6 million and $2.6 million, respectively. At both June 30, 2020 and December 31, 2019, ACBB capital stock totaled $143,000.  Both the FHLB and ACBB issued dividend payments during the first six months of 2020.

 

Premises and Equipment

 

The balance of premises and equipment increased to $121.1 million at June 30, 2020 from $117.0 million at December 31, 2019. The increase was primarily due to premises and equipment expenditures of $8.3 million less depreciation and amortization expenses of $4.1 million during the first six months of 2020. A new store was opened in Northfield, NJ in January 2020 bringing the total store count to thirty. Construction is ongoing on a site in Bensalem, PA which is scheduled to be completed in 2020. There are also multiple sites in various stages of development for future store locations.

 

Other Real Estate Owned

 

       The balance of other real estate owned was $1.1 million at June 30, 2020 and $1.7 million at December 31, 2019. The decrease was due to sale of one property totaling $586,000 during the six months ended June 30, 2020.

 

Operating Leases – Right of Use Asset

 

Accounting Standards Codification Topic 842, also known as ASC 842 and ASU 2016-02, is the new lease accounting standard published by the FASB. ASC 842 represents a significant overhaul of the accounting treatment for leases, with the most significant change being that most leases, including most operating leases, will now be capitalized on the balance sheet. Under ASC 840, FASB permitted operating leases to be reported only in the footnotes of corporate financial statements. Under ASC 842, the only leases that are exempt from the capitalization requirement are short-term leases less than or equal to twelve months in length.

 

The right-of-use asset is valued as the initial amount of the lease liability obligation adjusted for any initial direct costs, prepaid or accrued rent, and any lease incentives. At June 30, 2020 and December 31, 2019, the balance of operating leases – right-of-use asset was $64.7 million and $64.8 million, respectively.

 

Goodwill

 

Goodwill amounted to $5.0 million at both June 30, 2020 and December 31, 2019. We completed an annual impairment test for goodwill as of July 31, 2019. In connection with the review of our financial condition in light of the COVID-19 pandemic, we evaluated our assets, including goodwill and other intangibles for potential impairment. In the first quarter of 2020, management determined that one or more triggering events had occurred as a result of the effects that the COVID-19 pandemic had on the national and global economy. An Interim Period Quantitative Goodwill Impairment Test was performed as of March 31, 2020. As a result of the continuing impact of the COVID-19 pandemic in the second quarter of 2020, the uncertainty surrounding future economic conditions and the sustained decrease in the market value of the Company’s common stock, management determined that a triggering event had occurred with respect to goodwill and potential impairment and performed another Interim Period Quantitative Goodwill Impairment Test as of June 30, 2020. Management completed its review of goodwill and concluded that it was more likely than not that the fair value of goodwill exceeded its carrying value at June 30, 2020. Accordingly goodwill was not considered impaired at June 30, 2020. During the year ended December 31, 2019, there was also no goodwill impairment recorded.

 

COVID 19 may cause a further and sustained decline in the Company’s stock price or another triggering event that could, under certain circumstances, cause management to perform a new goodwill impairment test and could result in an impairment charge in the future. In the event that the Company concludes that all or a portion of its goodwill is impaired, a non-cash charge for the amount of such impairment would be recorded against earnings. Such a charge would have no impact on tangible capital or regulatory capital.

 

46

 

Impairment is a condition that exists when the carrying amount of goodwill exceeds its implied fair value. As of July 31, 2019, the fair value of the Reporting Unit exceeded its carrying value by 20%. In the current analysis as of June 30, 2020, the fair value of the Reporting Unit exceeded its carrying value by 8%. The determination of the fair value of the Reporting Unit incorporates assumptions that marketplace participants would use in their estimates of fair value of the Reporting Unit in a change of control transaction, as prescribed by ASC Topic 820.

 

To arrive at a conclusion of fair value, we utilize both the Income and Market Approach and then apply weighting factors to each result. Weighting factors represent our best business judgment of the weightings a market participant would utilize in arriving at a fair value for the Reporting Unit. In performing our analyses, we also made numerous assumptions with respect to industry performance, business, economic and market conditions and various other matters, many of which cannot be predicted and are beyond our control. With respect to financial projections, projections reflect the best currently available estimates and judgments as to the expected future financial performance of the Reporting Unit.

 

Deposits

 

Deposits, which include non-interest and interest-bearing demand deposits, money market, savings and time deposits, are Republic’s major source of funding. Deposits are generally solicited from our market area through the offering of a variety of products to attract and retain customers, with a primary focus on multi-product relationships.

 

Total deposits increased by $644.8 million to $3.6 billion at June 30, 2020 from $3.0 billion at December 31, 2019. This increase was partially attributed to the successful execution of our relationship banking model which is based upon a high level of customer service and satisfaction. This strategy has also allowed us to build a stable core-deposit base and nearly eliminate our dependence upon the more volatile sources of funding found in brokered and wholesale deposits. The increase in demand deposits is also a result of our participation in the PPP loan program. When the PPP loans were closed the funds were deposited in Republic checking accounts. These deposits are expected to decline as the borrowers spend the funds on qualified expenses under the program.

 

Short-Term Borrowings

 

At June 30, 2020, we had short-term borrowings totaling $438.5 million compared to $0 at December 31, 2019. The source of the $438.5 million in short-term borrowings at June 30, 2020 was the PPPLF for the purpose of funding PPP loans.

 

Operating Lease Liability Obligation

 

Accounting Standards Codification Topic 842, also known as ASC 842 and ASU 2016-02, is the new lease accounting standard published by the FASB. ASC 842 represents a significant modification to the accounting treatment for leases, with the most significant change being that most leases, including operating leases, will now be capitalized on the balance sheet. Under the previous guidance (ASC 840), FASB permitted operating leases to be reported only in the footnotes of corporate financial statements. Under ASC 842, the only leases that are exempt from the capitalization requirement are short-term leases less than or equal to twelve months in length.

 

The operating lease liability obligation is calculated as the present value of the lease payments, using the discount rate specified in the lease, or if that is not available, our incremental borrowing rate. At June 30, 2020 and December 31, 2019, the balance of the operating lease liability obligation was $69.0 million and $68.9 million, respectively.

 

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Shareholders’ Equity

 

Total shareholders’ equity increased $6.0 million to $255.2 million at June 30, 2020 compared to $249.2 million at December 31, 2019. The increase during the first six months of 2020 was primarily due to a $3.0 million decrease in accumulated other comprehensive losses associated with an increase in the market value of the investment securities portfolio, net income of $1.9 million and stock based compensation of $1.1 million. The shift in market value of the securities portfolio was primarily driven by a decrease in market interest rates which drove an increase in the market value of the securities held in our portfolio. 

 

Results of Operations

 

Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019

 

We reported net income of $2.5 million, or $0.04 per diluted share, for the three months ended June 30, 2020, compared to net income of $381,000 or $0.01 per diluted share, for the three months ended June 30, 2019. The increase in earnings year over year was primarily driven by participation in the PPP loan program, gains on the sale of investment securities, and cost control measures implemented by management. We have begun to recognize the origination fees associated with the PPP loan program as interest income during the second quarter of 2020. The gains on investment securities was driven by a decrease in interest rates which increased market values in the Company’s bond portfolio. The net interest margin decreased to 2.55% for the three month period ended June 30, 2020 compared to 2.94% for the three month period ended June 30, 2019. We experienced margin compression through 2019 as a result of the flattening of the yield curve. The interest rate on the loans originated under the PPP loan program is fixed at 1.00% which caused a decline in the yield on interest earning assets in the second quarter of 2020. In addition, the rate cuts enacted by the Federal Reserve during the first quarter of 2020 has created a lower interest rate environment.

 

Net interest income was $22.4 million for the three month period ended June 30, 2020 compared to $19.4 million for the three months ended June 30, 2019. Interest income increased $3.1 million, or 15.7%, primarily due to an increase in average loans receivable balances related to participation in the PPP loan program. Interest expense decreased $1.4 million, or 21.0%, primarily due to a decrease in the average rate paid on deposit balances. The net interest margin decreased by 39 basis points to 2.55% during the second quarter of 2020 compared to 2.94% during the second quarter of 2019. Compression in the net interest margin was driven by a more rapid decrease in the yield on interest earning assets compared to our cost of funds.

 

We recorded a provision for loan losses of $1.0 million for the three months ended June 30, 2020 compared to no provision for the three months ended June 30, 2019. This was primarily due to an increase in the allowance required for loans collectively evaluated for impairment which includes increasing qualitative factors for considerations related to COVID-19, specifically those factors that account for the state of the economic environment that the Bank is doing business in, as well as the nature of and concentration in certain credit types within the loan portfolio. We have elected to defer the adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as permitted by the CARES Act for the three months ended June 30, 2020.

 

Non-interest income increased by $1.4 million to $8.4 million during the three months ended June 30, 2020 compared to $7.0 million during the three months ended June 30, 2019. The increase during the three months ended June 30, 2020 was primarily due to gains on the sale of investment securities, higher service fees on deposit accounts which is driven by growth in deposit balances and an increase in the number of accounts and mortgage banking income driven by mortgage loan originations, partially offset by a decrease in gains on sale of SBA loans. The gains on the sale of investment securities is related to a decrease in interest rates which drove increased market values in the Company’s bond portfolio.

 

48

 

Non-interest expenses increased $753 thousand to $26.7 million during the three months ended June 30, 2020 compared to $25.9 million during the three months ended June 30, 2019. This increase was primarily driven by occupancy and equipment expenses associated with the addition of new stores related to our expansion strategy which we refer to as “The Power of Red is Back”. We have incurred costs related to our expansion into New York City as we hired a management and lending team and commenced rent payments for our store locations. Our first store in New York City opened at 14th Street & 5th Avenue in Manhattan in July 2019. Construction was completed on a second store location at 51st Street & 3rd Avenue in November 2019. Cost control measures implemented by management have had a positive effect in limiting expense growth for the third consecutive quarter.

 

We recorded a provision for income taxes in the amount of $675,000 during the three months ended June 30, 2020 compared to $105,000 provision for income taxes during the three months ended June 30, 2019.

 

Return on average assets and average equity from continuing operations was 0.26% and 3.98%, respectively, during the three months ended June 30, 2020 compared to 0.05% and 0.61%, respectively, for the three months ended June 30, 2019.

 

Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019

 

We reported net income of $1.9 million, or $0.03 per diluted share, for the six months ended June 30, 2020 compared to net income of $807,000, or $0.01 per diluted share, for the six months ended June 30, 2019. The increase in earnings year over year was primarily driven by participation in the PPP loan program, gains on the sale of investment securities, and cost control measures implemented by management. We have begun to recognize the origination fees associated with the PPP loan program as interest income during the six months ended June 30, 2020. The gains on investment securities was driven by a decrease in interest rates which increased market values in the Company’s bond portfolio. The net interest margin decreased to 2.64% for the six month period ended June 30, 2020 compared to 2.97% for the six month period ended June 30, 2019. This decrease was a result of the challenging nature of the interest rate environment driven by a flat and, at times, an inverted yield curve as well as actions by the Federal Reserve in the first quarter of 2020 and PPP lending in the second quarter of 2020.

 

Net interest income for the six months ended June 30, 2020 was $43.2 million as compared to $38.5 million for the six months ended June 30, 2019.  Interest income increased $3.4 million, or 6.5%, primarily due to an increase in average loans receivable balances related to participation in the PPP loan program. Interest expense decreased $1.3 million, or 9.7%, primarily due to a decrease in the average rate paid on deposit balances. The net interest margin decreased by 33 basis points to 2.64% during six months ended June 30, 2020 compared to 2.97% during the six months ended June 30, 2019. Compression in the net interest margin was driven by a more rapid decrease in the yield on interest earning assets compared to our cost of funds.

 

We recorded a provision for loan losses of $2.0 million for the six months ended June 30, 2020 compared to a provision for loan losses of $300,000 for the six months ended June 30, 2019. This was primarily due to an increase in the allowance required for loans collectively evaluated for impairment which includes increasing qualitative factors for considerations related to COVID-19, specifically those factors that account for the state of the economic environment that the Bank is doing business in, as well as the nature of and concentration in certain credit types within the loan portfolio. We have elected to defer the adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as permitted by the CARES Act for the six months ended June 30, 2020.

 

Non-interest income increased $3.0 million to $15.0 million during the six months ended June 30, 2020 compared to $12.0 million during the six months ended June 30, 2019. The increase during the six months ended June 30, 2020 was primarily due to increases in gain on the sales of investment securities, service fees on deposit accounts, mortgage banking income, and loan and servicing fees. The gains on the sale of investment securities is related to a decrease in rates which increased bond sale values.

 

Non-interest expenses increased $4.8 million to $53.9 million during the six months ended June 30, 2019 as compared to $49.2 million during the six months ended June 30, 2019. This increase was primarily driven by higher occupancy and equipment expenses associated with the addition of new stores related to our expansion strategy which we refer to as “The Power of Red is Back”. We have incurred costs related to our expansion into New York City as we hired a management and lending team and commenced rent payments for our store locations. Our first store in New York City opened at 14th Street & 5th Avenue in Manhattan in July 2019. Construction was completed on a second store location at 51st Street & 3rd Avenue in November 2019. Cost control measures implemented by management have had a positive effect in limiting expense growth.

 

 

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We recorded a provision for income taxes in the amount of $345,000 during the six months ended June 30, 2020 compared to a $197,000 provision for income taxes during the six months ended June 30, 2019.

 

Return on average assets and average equity from continuing operations were 0.11% and 1.53%, respectively, during the six months ended June 30, 2020 compared to 0.06% and 0.66%, respectively, for the six months ended June 30, 2019. 

 

50

 

Analysis of Net Interest Income

 

Historically, our earnings have depended primarily upon Republic’s net interest income, which is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities. Net interest income is affected by changes in the mix of the volume and rates of interest-earning assets and interest-bearing liabilities. The following table provides an analysis of net interest income on an annualized basis, setting forth for the periods average assets, liabilities, and shareholders’ equity, interest income earned on interest-earning assets and interest expense on interest-bearing liabilities, average yields earned on interest-earning assets and average rates on interest-bearing liabilities, and Republic’s net interest margin (net interest income as a percentage of average total interest-earning assets). Averages are computed based on daily balances. Non-accrual loans are included in average loans receivable. Yields are adjusted for tax equivalency, a non-GAAP measure, using a rate of 21% in 2020 and 21% in 2019.

 

Average Balances and Net Interest Income

 

   

For the three months ended

June 30, 2020

   

For the three months ended

June 30, 2019

 

 

(dollars in thousands)

 

Average

Balance

   

 

Interest

   

Yield/

Rate(1)

   

Average

Balance

   

 

Interest

   

Yield/

Rate(1)

 

Interest-earning assets:

                                               

Federal funds sold and other interest-earning assets

  $ 198,345     $ 50       0.10

%

  $ 85,920     $ 518       2.42

%

Investment securities and restricted stock (2)

    1,033,560       5,077       1.96

%

    1,067,185       7,184       2.69

%

Loans receivable (2)

    2,335,500       22,884       3.94

%

    1,509,177       18,681       4.96

%

Total interest-earning assets

    3,567,405       28,011       3.16

%

    2,662,282       26,383       3.97

%

Other assets

    266,178                       217,685                  

Total assets

  $ 3,833,583                     $ 2,879,967                  
                                                 

Interest-earning liabilities:

                                               

Demand – non-interest bearing

  $ 984,771                     $ 525,336                  

Demand – interest bearing

    1,397,790       2,856       0.82

%

    1,144,783       4,206       1.47

%

Money market & savings

    858,782       1,431       0.67

%

    697,279       1,628       0.94

%

Time deposits

    208,838       1,033       1.99

%

    176,750       861       1.95

%

Total deposits

    3,450,181       5,320       0.62

%

    2,544,148       6,695       1.06

%

Total interest-bearing deposits

    2,465,410       5,320       0.87

%

    2,018,812       6,695       1.33

%

Other borrowings

    45,474       112       0.99

%

    19,864       179       3.61

%

Total interest-bearing liabilities

    2,510,884       5,432       0.87

%

    2,038,676       6,874       1.35

%

Total deposits and other borrowings

    3,495,655       5,432       0.62

%

    2,564,012       6,874       1.08

%

Non-interest bearing other liabilities

    83,884                       66,780                  

Shareholders’ equity

    254,044                       249,175                  

Total liabilities and shareholders’ equity

  $ 3,833,583                     $ 2,879,967                  
Net interest income (2)           $ 22,579                     $ 19,509          
Net interest spread                     2.29 %                     2.62 %
Net interest margin (2)                     2.55 %                     2.94 %

 

(1)Yields on investments are calculated based on amortized cost.

(2)Net interest income and net interest margin are presented on a tax equivalent basis, a Non-GAAP measure. Net interest income has been increased over the financial statement amount by $158 and $138 for the three months ended June 30, 2020 and 2019, respectively, to adjust for tax equivalency. The tax equivalent net interest margin is calculated by dividing tax equivalent net interest income by average total interest earning assets.

 

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Average Balances and Net Interest Income

 

   

For the six months ended

June 30, 2020

   

For the six months ended

June 30, 2019

 

 

(dollars in thousands)

 

Average

Balance

   

 

Interest

   

Yield/

Rate(1)

   

Average

Balance

   

 

Interest

   

Yield/

Rate(1)

 

Interest-earning assets:

                                               

Federal funds sold and other interest-earning assets

  $ 139,842     $ 339       0.49

%

  $ 70,729     $ 854       2.43

%

Investment securities and restricted stock (2)

    1,095,032       11,903       2.17

%

    1,076,496       14,604       2.71

%

Loans receivable (2)

    2,071,941       43,203       4.19

%

    1,489,020       36,592       4.96

%

Total interest-earning assets

    3,306,815       55,445       3.37

%

    2,636,245       52,050       3.98

%

Other assets

    263,504                       204,344                  

Total assets

  $ 3,570,319                     $ 2,840,589                  
                                                 

Interest-earning liabilities:

                                               

Demand – non-interest bearing

  $ 814,686                     $ 518,790                  

Demand – interest bearing

    1,367,718       6,277       0.92

%

    1,129,356       8,144       1.45

%

Money market & savings

    805,646       3,214       0.80

%

    686,453       3,080       0.90

%

Time deposits

    217,512       2,254       2.08

%

    165,354       1,485       1.81

%

Total deposits

    3,205,562       11,745       0.74

%

    2,499,953       12,709       1.03

%

Total interest-bearing deposits

    2,390,876       11,745       0.99

%

    1,981,163       12,709       1.29

%

Other borrowings

    28,713       216       1.51

%

    33,341       544       3.29

%

Total interest-bearing liabilities

    2,419,589       11,961       0.99

%

    2,014,504       13,253       1.33

%

Total deposits and other borrowings

    3,234,275       11,961       0.74

%

    2,533,294       13,253       1.05

%

Non-interest bearing other liabilities

    84,050                       59,505                  

Shareholders’ equity

    251,994                       247,790                  

Total liabilities and shareholders’ equity

  $ 3,570,319                     $ 2,840,589                  

Net interest income (2)

          $ 43,484                     $ 38,797          

Net interest spread

                    2.38

%

                    2.65

%

Net interest margin (2)

                    2.64

%

                    2.97

%

 

(1)Yields on investments are calculated based on amortized cost.

(2)Net interest income and net interest margin are presented on a tax equivalent basis, a Non-GAAP measure. Net interest income has been increased over the financial statement amount by $303 and $286 for the six months ended June 30, 2020 and 2019, respectively, to adjust for tax equivalency. The tax equivalent net interest margin is calculated by dividing tax equivalent net interest income by average total interest earning assets.

 

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Rate/Volume Analysis of Changes in Net Interest Income

 

Net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. The following table sets forth an analysis of volume and rate changes in net interest income for the periods indicated. For purposes of this table, changes in interest income and expense are allocated to volume and rate categories based upon the respective changes in average balances and average rates. Net interest income and net interest margin are presented on a tax equivalent basis, a Non-GAAP measure.

 

   

For the three months ended

June 30, 2020 vs. 2019

   

For the six months ended

June 30, 2020 vs. 2019

 
   

Changes due to:

           

Changes due to:

         

(dollars in thousands)

 

Average

Volume

   

Average

Rate

   

Total

Change

   

Average

Volume

   

Average

Rate

   

Total

Change

 

Interest earned:

                                               

Federal funds sold and other interest-earning assets

  $ 76     $ (544 )   $ (468 )   $ 168     $ (683 )   $ (515 )

Securities

    (216 )     (1,891 )     (2,107 )     201       (2,902 )     (2,701 )

Loans

    8,311       (4,108 )     4,203       11,944       (5,333 )     6,611  

Total interest-earning assets

    8,171       (6,543 )     1,628       12,313       (8,918 )     3,395  
                                                 

Interest expense:

                                               

Deposits

                                               

Interest-bearing demand deposits

    509       (1,859 )     (1,350 )     1,082       (2,949 )     (1,867 )

Money market and savings

    296       (493 )     (197 )     497       (363 )     134  

Time deposits

    144       27       171       535       233       768  

Total deposit interest expense

    949       (2,325 )     (1,376 )     2,114       (3,079 )     (965 )

Other borrowings

    161       (227 )     (66 )     (8 )     (319 )     (327 )

Total interest expense

    1,110       (2,552 )     (1,442 )     2,106       (3,398 )     (1,292 )

Net interest income

  $ 7,061     $ (3,991 )   $ 3,070     $ 10,207     $ (5,520 )   $ 4,687  

 

Net Interest Income and Net Interest Margin

 

Net interest income, on a fully tax-equivalent basis, a non-GAAP measure, for the three months ended June 30, 2020 increased $3.1 million, or 16%, over the same period in 2019. Interest income on interest-earning assets totaled $28.0 million for the three months ended June 30, 2020, an increase of $1.6 million, compared to $26.4 million for the three months ended June 30, 2019. The increase in interest income earned was primarily the result of an increase in the average balances of loans receivable related to participation in the PPP loan program. Total interest expense for the three months ended June 30, 2020 decreased by $1.4 million, or 21%, over the same period in 2019. Interest expense on deposits decreased by $1.4 million, or 21%, for the three months ended June 30, 2020 versus the same period in 2019 due primarily to a decrease in the average rate on deposit balances. Interest expense on other borrowings decreased by $67,000 for the three months ended June 30, 2020 as compared to the three months ended June 30, 2019 due primarily to a decrease in the average rate on overnight borrowings.

 

Net interest income, on a fully tax-equivalent basis, a non-GAAP measure, for the six months ended June 30, 2020 increased $4.7 million, or 12%, over the same period in 2019. Interest income on interest-earning assets totaled $55.4 million for the six months ended June 30, 2020, an increase of $3.4 million, compared to $52.1 million for the six months ended June 30, 2019. The increase in interest income earned was primarily the result of an increase in the average balances of loans receivable related to participation in the PPP loan program. Total interest expense for the six months ended June 30, 2020 decreased by $1.3 million, or 10%, for the same period in 2019. Interest expense on deposits decreased by $964 thousand, or 8%, for the six months ended June 30, 2020 versus the same period in 2019 due primarily to a decrease in the average rate on deposit balances. Interest expense on other borrowings decreased by $328,000 for the six months ended June 30, 2020 as compared to the six months ended June 30, 2019 due primarily to a decrease in the average rate on overnight borrowings balances.

 

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Changes in net interest income are frequently measured by two statistics: net interest rate spread and net interest margin. Net interest rate spread is the difference between the average rate earned on interest-earning assets and the average rate incurred on interest-bearing liabilities. Our net interest rate spread on a fully tax-equivalent basis was 2.29% during the three months ended June 30, 2020 compared to 2.62% during the three months ended June 30, 2019 and was 2.38% during the six months ended June 30, 2020 compared to 2.65% during six months ended June 30, 2019. Net interest margin represents the difference between interest income, including net loan fees earned, and interest expense, reflected as a percentage of average interest-earning assets. For the three months ended June 30, 2020 and June 30, 2019, the fully tax-equivalent net interest margin was 2.55% and 2.94%, respectively. The decrease in the net interest margin was a result of the challenging nature of the interest rate environment driven by a flat yield curve, actions taken by the Federal Reserve in the first quarter of 2020, and PPP lending in the second quarter of 2020. For the six months ended June 30, 2020 and June 30, 2019, the fully tax-equivalent net interest margin was 2.64% and 2.97%, respectively. The decrease in the net interest margin was again the result of the challenging nature of the interest rate environment driven by a flat yield curve, actions taken by the Federal Reserve in the first quarter of 2020, and PPP lending in the second quarter of 2020. 

 

Provision for Loan Losses

 

We recorded a $1.0 million provision for loan losses for the three months ended June 30, 2020 as compared to no provision for the three months ended June 30, 2019. We recorded a $2.0 million provision for loan losses for the six months ended June 30, 2020 as compared to $300,000 for the six months ended June 30, 2019. During the three and six months ended June 30, 2020, there was an increase in the allowance required for loans collectively evaluated for impairment which has been adjusted for certain qualitative factors related to COVID-19, specifically those factors that account for the state of the economic environment that the Bank is doing business in, as well as the nature of and concentration in certain credit types within the loan portfolio. We have elected to defer the adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as permitted by the CARES Act for the three and six months ended June 30, 2020.

 

As a result of the recent changes in economic conditions, we have increased the qualitative factors for certain components of Republic’s allowance for loan loss calculation. We have also taken into consideration the probable impact that the various stimulus initiatives provided through the CARES Act, along with other government programs, may have to assist borrowers during this period of economic stress. We believe the combination of ongoing communication with our customers, loan payment deferrals, increased focus on risk management practices, and access to government programs such as the PPP Program should help mitigate potential future period losses. We will continue to closely monitor all key economic indicators and our internal asset quality metrics as the effects of the coronavirus pandemic begin to unfold. Based on the incurred loss methodology currently utilized by Republic, the provision for loan losses and charge-offs may be impacted in future periods, but more time is needed to fully understand the magnitude and length of the economic downturn and the full impact on our loan portfolio.

 

Non-Interest Income

 

Total non-interest income for the three months ended June 30, 2020 increased $1.4 million, or 20%, compared to the three months ended June 30, 2019. We recognized gains of $1.6 million on the sale of investment securities during the three months ended June 30, 2020 compared to gains of $261,000 during the same period in 2019. Service fees on deposit accounts totaled $2.3 million for the three months ended June 30, 2020 which represents an increase of $480,000 over the same period in 2019. This increase was due to the growth in the number of customer accounts and transaction volume. Mortgage banking income totaled $3.4 million during the three months ended June 30, 2020, an increase of $358,000, compared to $3.0 million during the three months ended June 30, 2019. The increase in mortgage banking income is related to higher loan volume partially driven by refinancing activity brought on by the lower interest rate environment in 2020 as compared to the same period in 2019. Loan and servicing fees totaled $764,000 for the three months ended June 30, 2020 which represents an increase of $75,000 from the same period in 2019.

 

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Total non-interest income for the six months ended June 30, 2020 increased $3.0 million, or 25%, compared to the six months ended June 30, 2019. We recognized gains of $2.5 million on the sale of investment securities during the six months ended June 30, 2020 compared to gains of $583,000 during the same period in 2019. Service fees on deposit accounts totaled $4.4 million for the six months ended June 30, 2020 which represents an increase of $932,000 over the same period in 2019. This increase was due to the growth in the number of customer accounts and transaction volume. Mortgage banking income totaled $5.8 million during the six months ended June 30, 2020, an increase of $596,000 compared to $5.3 million during the six months ended June 30, 2019 and is related to higher loan volume partially driven by refinancing activity brought on by the lower interest rate environment in 2020 as compared to the same period in 2019. Loan and servicing fees totaled $1.2 million for the six months ended June 30, 2020 which represents an increase of $336,000 from the same period in 2019.

 

Non-Interest Expenses

 

Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019

 

Non-interest expenses increased $753,000, or 3%, to $26.7 million for the three months ended June 30, 2020 compared to $25.9 million for the three months ended June 30, 2019. An explanation of changes in non-interest expenses for certain categories is presented in the following paragraphs.

 

Salaries and employee benefits decreased by $528,000, or 4%, for the three months ended June 30, 2020 compared to the same period in 2019 primarily as a result of a decline in medical and dental expenses. In addition, we have put in place cost control initiatives which have had a positive effect on salary and benefit costs. There were thirty stores open as of June 30, 2020 compared to twenty-seven stores at June 30, 2019.

 

Occupancy expense, including depreciation and amortization expenses, increased by $1.3 million, or 32%, for the three months ended June 30, 2020 compared to the same period last year, as a result of our continuing growth and relocation strategy.

 

Other real estate expenses totaled $75,000 during the three months ended June 30, 2020, a decrease of $442,000, or 86%, compared to the same period in 2019. The decrease is related to lower costs on foreclosed assets as a result of a reduction in the number of OREO properties held in 2020 as compared to 2019.

 

All other non-interest expenses increased by $390,000, or 5%, for the three months ended June 30, 2020 compared to the same period last year. Increases in data processing, debit card processing, insurance, and professional fees and other expenses contributed to the growth in other operating expenses which were mainly associated with our growth strategy. Cost control measures implemented by management have had a positive effect in limiting expense growth.

 

Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019

 

Non-interest expenses increased $4.8 million, or 10%, to $53.9 million for the six months ended June 30, 2020 compared to $49.2 million for the six months end June 30, 2019. An explanation of changes in non-interest expenses for certain categories is presented in the following paragraphs.

 

Salaries and employee benefits increased by $494,000, or 2%, for the six months ended June 30, 2020 compared to the same period in 2019 as a result of our growth and expansion. There were thirty stores open as of June 30, 2020 compared to twenty-seven stores at June 30, 2019. However, cost control initiatives put in place by management have partially offset increases in this line item.

 

Occupancy expense, including depreciation and amortization expenses, increased by $2.6 million, or 32%, for the six months ended June 30, 2020 compared to the same period last year, as a result of our continuing growth and relocation strategy.

 

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Other real estate expenses totaled $357,000 during the six months ended June 30, 2020, a decrease of $497,000, or 58%, compared to the same period in 2019. The decrease is related to lower costs on foreclosed assets as a result of a reduction in the number of OREO properties held in 2020 as compared to 2019.

 

All other non-interest expenses increased by $2.1 million, or 15%, for the six months ended June 30, 2020 compared to the same period last year. Increases in data processing, debit card processing, professional fees, and insurance, and other expenses contributed to the growth in other operating expenses which were mainly associated with our growth strategy. Cost control measures implemented by management have had a positive effect in limiting expense growth.

 

One key measure that management utilizes to monitor progress in controlling overhead expenses is the ratio of annualized net non-interest expenses to average assets, a non-GAAP measure. For the purposes of this calculation, net non-interest expenses equal non-interest expenses less non-interest income. For the three months ended June 30, 2020, this ratio was 1.91% compared to 2.63% for the three months ended June 30, 2019. For the six months ended June 30, 2020, the ratio was 2.19% compared to 2.64% for the six months ended June 30, 2019, respectively. The decrease in this ratio was mainly due to the increase in average assets.

 

Another productivity measure utilized by management is the operating efficiency ratio, a non-GAAP measure. This ratio expresses the relationship of non-interest expenses to net interest income plus non-interest income. For the three months ended June 30, 2020, the operating efficiency ratio was 86.4% compared to 98.2% for the three months ended June 30, 2019.  The efficiency ratio was 92.8% for the six months ended June 30, 2020 compared to 97.4% for the six months ended June 30, 2019. The decrease for the three and six months ended June 30, 2020 versus June 30, 2019 was due to net interest income and non-interest income increasing at a faster rate than non-interest expenses. 

 

Provision for Federal Income Taxes

 

We recorded a provision for income taxes in the amount of $675,000 for the three months ended June 30, 2020, compared to a $105,000 provision for income taxes for the three months ended June 30, 2019. For the six months ended June 30, 2020, we recorded a provision for income taxes of $345,000 compared to a provision for income taxes of $197,000 for the six months ended June 30, 2019. The effective tax rates for the three months ended June 30, 2020 and 2019 were 21% and 22%, respectively. For the six months ended June 30, 2020 and 2019, the effective tax rates were 15% and 20%, respectively.

 

We evaluate the carrying amount of our deferred tax assets on a quarterly basis or more frequently, if necessary, in accordance with the guidance provided in Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 740 (ASC 740), in particular, applying the criteria set forth therein to determine whether it is more likely than not (i.e. a likelihood of more than 50%) that some portion, or all, of the deferred tax asset will not be realized within its life cycle, based on the weight of available evidence. If management makes a determination based on the available evidence that it is more likely than not that some portion or all of the deferred tax assets will not be realized in future periods, a valuation allowance is calculated and recorded. These determinations are inherently subjective and dependent upon estimates and judgments concerning management’s evaluation of both positive and negative evidence.

 

       In conducting the deferred tax asset analysis, we believe it is important to consider the unique characteristics of an industry or business. In particular, characteristics such as business model, level of capital and reserves held by a financial institution and the ability to absorb potential losses are important distinctions to be considered for bank holding companies like us. In addition, it is also important to consider that net operating loss carryforwards (“NOLs”) calculated for federal income tax purposes can generally be carried back two years and carried forward for a period of twenty years, for NOLs created prior to January 1, 2018. Federal NOLs generated after December 31, 2017 can be carried forward indefinitely and carried back five years to the extent the losses are generated in taxable years beginning before January 1, 2021. In order to realize our deferred tax assets, we must generate sufficient taxable income in such future years.

 

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       In assessing the need for a valuation allowance, we carefully weighed both positive and negative evidence currently available. Judgment is required when considering the relative impact of such evidence. The weight given to the potential effect of positive and negative evidence must be commensurate with the extent to which it can be objectively verified.

 

Based on the guidance provided in ASC 740, we believed that the positive evidence considered at June 30, 2020 and December 31, 2019 outweighed the negative evidence and that it was more likely than not that all of our deferred tax assets would be realized within their life cycle. Therefore, a valuation allowance is not required.

 

The net deferred tax asset balance was $11.4 million as of June 30, 2020 and $12.6 million as of December 31, 2019. The deferred tax asset will continue to be analyzed on a quarterly basis for changes affecting realizability.

 

Net Income and Net Income per Common Share

 

Net income for the three months ended June 30, 2020 was $2.5 million, an increase of $2.1 million, compared to $381,000 recorded for the three months ended June 30, 2019. The increase in earnings year over year was primarily driven by a 15.7% increase in net interest income. The net interest margin decreased to 2.55% for the three month period ended June 30, 2020 compared to 2.94% for the three month period ended June 30, 2019. The decrease in the net interest margin was a result of the challenging nature of the interest rate environment driven by a flat yield curve, actions taken by the Federal Reserve in the first quarter of 2020, and PPP lending in the second quarter of 2020.

 

Net income for the six months ended June 30, 2020 was $1.9 million, an increase of $1.1 million, compared to $807,000 recorded for the six months ended June 30, 2019. The increase in earnings year over year was primarily driven by a 12.1% increase in net interest income. In addition, the net interest margin decreased to 2.64% for the six month period ended June 30, 2020 compared to 2.97% for the six month period ended June 30, 2019. The decrease in the net interest margin was again the result of the challenging nature of the interest rate environment driven by a flat yield curve, actions taken by the Federal Reserve in the first quarter of 2020, and PPP lending in the second quarter of 2020. 

 

For the three month periods ended June 30, 2020 and June 30, 2019, basic and fully-diluted net income per common share was $0.04 and $0.01. For the six month periods ended June 30, 2020 and June 30, 2019, basic and fully-diluted net income per common share was $0.03 and $0.01.

 

Return on Average Assets and Average Equity

 

Return on average assets (“ROA”) measures our net income in relation to our total average assets. The ROA for the three months ended June 30, 2020 was 0.26%, compared to 0.05% for the three months ended June 30, 2019. The ROA for the six months ended June 30, 2020 and 2019 was 0.11% and 0.06%, respectively. Return on average equity (“ROE”) indicates how effectively we can generate net income on the capital invested by our shareholders. ROE is calculated by dividing annualized net income by average stockholders' equity. The ROE was 3.98% for the three months ended June 30, 2020, compared to 0.61% for the three months ended June 30, 2019. The ROE for the six months ended June 30, 2020 and 2019 was 1.53% and 0.66%, respectively.

 

Commitments, Contingencies and Concentrations

 

Financial instruments with contract amounts representing potential credit risk were commitments to extend credit of approximately $358.7 million and $329.9 million, and standby letters of credit of approximately $18.9 million and $17.2 million, at June 30, 2020 and December 31, 2019, respectively. These financial instruments constitute off-balance sheet arrangements. Commitments often expire without being drawn upon. Substantially all of the $377.6 million of commitments to extend credit at June 30, 2020 were committed as variable rate credit facilities.

 

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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 many require the 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 creditworthiness on a case-by-case basis. The amount of collateral obtained upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies but may include real estate, marketable securities, pledged deposits, equipment and accounts receivable.

 

Standby letters of credit are conditional commitments issued that guarantee the performance of a customer to a third party. The credit risk and collateral policy involved in issuing letters of credit is essentially the same as that involved in extending loan commitments. The amount of collateral obtained is based on management’s credit evaluation of the customer. Collateral held varies but may include real estate, marketable securities, pledged deposits, equipment and accounts receivable. Management believes that the proceeds obtained through a liquidation of such collateral would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees. The current amount of liability as of June 30, 2020 and December 31, 2019 for guarantees under standby letters of credit issued is not material. 

 

Regulatory Matters 

 

We are required to comply with certain “risk-based” capital adequacy guidelines issued by the Federal Reserve and the FDIC. The risk-based capital guidelines assign varying risk weights to the individual assets held by a bank. The guidelines also assign weights to the “credit-equivalent” amounts of certain off-balance sheet items, such as letters of credit and interest rate and currency swap contracts.

 

Under the capital rules, risk-based capital ratios are calculated by dividing common equity Tier 1, Tier 1, and total risk-based capital, respectively, by risk-weighted assets. Assets and off-balance sheet credit equivalents are assigned to one of several categories of risk-weights, based primarily on relative risk. Under applicable capital rules, Republic is required to maintain a minimum common equity Tier 1 capital ratio requirement of 4.5%, a minimum Tier 1 capital ratio requirement of 6%, a minimum total capital requirement of 8% and a minimum leverage ratio requirement of 4%. Under the rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity Tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets.

 

Management believes that the Company and Republic met, as of June 30, 2020 and December 31, 2019, all applicable capital adequacy requirements. In the current year, the FDIC categorized Republic as well capitalized under the regulatory framework for prompt corrective action provisions of the Federal Deposit Insurance Act. There are no calculations or events since that notification which management believes would have changed Republic’s category.

 

The Company and Republic’s ability to maintain the required levels of capital is substantially dependent upon the success of their capital and business plans, the impact of future economic events on Republic’s loan customers and Republic’s ability to manage its interest rate risk, growth and other operating expenses.

 

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The following table presents our regulatory capital ratios at June 30, 2020, and December 31, 2019.

 

(dollars in thousands)

 

 

 

Actual

   

Minimum Capital

Adequacy

   

 

Minimum Capital

Adequacy with

Capital Buffer

   

To Be Well

Capitalized Under

Prompt Corrective

Action Provisions

 
   

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 

At June 30, 2020:

                                                               
                                                                 

Total risk-based capital

                                                               

Republic

  $ 257,208       11.57

%

  $ 177,807       8.00

%

  $ 233,372       10.50

%

  $ 222,259       10.00

%

Company

    267,314       12.00

%

    178,154       8.00

%

    233,827       10.50

%

    -       -

%

Tier 1 risk-based capital

                                                               

Republic

    246,168       11.08

%

    133,356       6.00

%

    188,920       8.50

%

    177,807       8.00

%

Company

    256,274       11.51

%

    133,616       6.00

%

    189,289       8.50

%

    -       -

%

CET 1 risk-based capital

                                                               

Republic

    246,168       11.08

%

    100,017       4.50

%

    155,581       7.00

%

    144,468       6.50

%

Company

    245,274       11.01

%

    100,212       4.50

%

    155,885       7.00

%

    -       -

%

Tier 1 leveraged capital

                                                               

Republic

    251,455       7.29

%

    135,090       4.00

%

    135,090       4.00

%

    168,862       5.00

%

Company

    255,177       7.58

%

    135,271       4.00

%

    135,271       4.00

%

    -       -

%

                                                                 

At December 31, 2019:

                                                               
                                                                 

Total risk-based capital

                                                               

Republic

  $ 252,307       11.94

%

  $ 169,016       8.00

%

  $ 221,833       10.50

%

  $ 211,270       10.00

%

Company

    261,759       12.37

%

    169,251       8.00

%

    222,141       10.50

%

    -       -

%

Tier 1 risk-based capital

                                                               

Republic

    243,041       11.50

%

    126,762       6.00

%

    179,579       8.50

%

    169,016       8.00

%

Company

    252,493       11.93

%

    126,938       6.00

%

    179,829       8.50

%

    -       -

%

CET 1 risk-based capital

                                                               

Republic

    243,041       11.50

%

    95,071       4.50

%

    147,889       7.00

%

    137,325       6.50

%

Company

    241,493       11.41

%

    95,203       4.50

%

    148,094       7.00

%

    -       -

%

Tier 1 leveraged capital

                                                               

Republic

    245,158       7.54

%

    128,935       4.00

%

    128,935       4.00

%

    161,169       5.00

%

Company

    249,168       7.83

%

    129,058       4.00

%

    129,058       4.00

%

    -       -

%

 

Dividend Policy

 

We have not paid any cash dividends on our common stock. We have no plans to pay cash dividends in 2020. Our ability to pay dividends depends primarily on receipt of dividends from our subsidiary, Republic. Dividend payments from Republic are subject to legal and regulatory limitations. The ability of Republic to pay dividends is also subject to profitability, financial condition, capital expenditures and other cash flow requirements.

 

Liquidity

 

A financial institution must maintain and manage liquidity to ensure it has the ability to meet its financial obligations. These obligations include the payment of deposits on demand or at their contractual maturity; the repayment of borrowings as they mature; the payment of lease obligations as they become due; the ability to fund new and existing loans and other funding commitments; and the ability to take advantage of new business opportunities. Liquidity needs can be met by either reducing assets or increasing liabilities. Our most liquid assets consist of cash, amounts due from banks and federal funds sold.

 

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Regulatory authorities require us to maintain certain liquidity ratios in order for funds to be available to satisfy commitments to borrowers and the demands of depositors. In response to these requirements, we have formed an asset/liability committee (ALCO), comprised of certain members of Republic’s Board of Directors and senior management to monitor such ratios. The ALCO committee is responsible for managing the liquidity position and interest sensitivity. That committee’s primary objective is to maximize net interest income while configuring Republic’s interest-sensitive assets and liabilities to manage interest rate risk and provide adequate liquidity for projected needs. The ALCO committee meets on a quarterly basis or more frequently if deemed necessary.

 

Our target and actual liquidity levels are determined by comparisons of the estimated repayment and marketability of interest-earning assets with projected future outflows of deposits and other liabilities. Our most liquid assets, comprised of cash and cash equivalents on the balance sheet, totaled $691.2 million at June 30, 2020, compared to $168.3 million at December 31, 2019. The increase is primarily driven by short-term borrowings provided by the PPPLF to fund the PPP loans. Loan maturities and repayments are another source of asset liquidity. At June 30, 2020, Republic estimated that more than $95.0 million of loans would mature or repay in the six-month period ending December 31, 2020. Additionally, a significant portion of our investment securities are available to satisfy liquidity requirements through sales on the open market or by pledging as collateral to access credit facilities. At June 30, 2020, we had outstanding commitments (including unused lines of credit and letters of credit) of $377.6 million. Certificates of deposit scheduled to mature in one year totaled $179.8 million at June 30, 2020. We anticipate that we will have sufficient funds available to meet all current commitments.

 

Daily funding requirements have historically been satisfied by generating core deposits and certificates of deposit with competitive rates, buying federal funds or utilizing the credit facilities of the FHLB. We have established a line of credit with the FHLB of Pittsburgh. Our maximum borrowing capacity with the FHLB was $1.0 billion at June 30, 2020. At June 30, 2020 and December 31, 2019, we had no outstanding term borrowings. At June 30, 2020, we had outstanding PPPLF borrowings of $438.5 million. The outstanding PPPLF borrowings of $438.5 million were repaid on July 1, 2020. We had no outstanding overnight borrowings at December 31, 2019. As of June 30, 2020, FHLB had issued letters of credit, on Republic’s behalf, totaling $250.0 million against our available credit line as compared to $150.0 million as of December 31, 2019. We also established a contingency line of credit of $10.0 million with ACBB and a Fed Funds line of credit with Zions Bank in the amount of $15.0 million to assist in managing our liquidity position. We had no amounts outstanding against the ACBB line of credit or the Zions Fed Funds line at both June 30, 2020 and December 31, 2019.

 

Investment Securities Portfolio

 

At June 30, 2020, we identified certain investment securities that were being held for indefinite periods of time, including securities that will be used as part of our asset/liability management strategy and that may be sold in response to changes in interest rates, prepayments and similar factors.  These securities are classified as available-for-sale and are intended to increase the flexibility of our asset/liability management. Our investment securities classified as available for sale consist primarily of SBA bonds, CMOs, MBSs, municipal securities, and corporate bonds. Available for sale securities totaled $382.2 million and $539.0 million as of June 30, 2020 and December 31, 2019, respectively. At June 30, 2020, securities classified as available for sale had a net unrealized gain of $1.3 million and a net unrealized loss of $1.7 million at December 31, 2019.

 

Loan Portfolio

 

Our loan portfolio consists of secured and unsecured commercial loans including commercial real estate loans, construction and land development loans, commercial and industrial loans, owner occupied real estate loans, consumer and other loans, and residential mortgages. Commercial loans are primarily secured term loans made to small to medium-sized businesses and professionals for working capital, asset acquisition and other purposes. Commercial loans are originated as either fixed or variable rate loans with typical terms of 1 to 5 years. Republic’s commercial loans typically range between $250,000 and $5.0 million, but customers may borrow significantly larger amounts up to Republic’s legal lending limit of approximately $38.2 million at June 30, 2020. Individual customers may have several loans often secured by different collateral.

 

During the second quarter of 2020 we participated in the PPP loan program which had a significant effect on outstanding loan balances as of June 30, 2020. We viewed this program as an opportunity to not only assist existing small business customers throughout our footprint during this extraordinary time of need, but to provide assistance to non-customers as well. We obtained approval from the SBA for more than 4,800 loan applications which resulted in an increase in $671 million in outstanding loans at June 30, 2020. Almost all of these loans have a two year maturity, but most are expected to be forgiven by the SBA and repaid much earlier than the stated maturity date. These loans have an interest rate of 1.00% and included an origination fee paid by the SBA between 1% and 5% of the loan balance. Gross origination fees of approximately $22 million were earned by Republic which will be amortized and reported as interest income over the life of the loans. After deduction of deferred costs and fees related to the PPP program, $17 million of net revenue has been deferred and will be recognized as income in future periods. The Federal Reserve Bank has established the PPPLF program to provide funding for the PPP loans which, if utilized, results in exclusion of the PPP asset balances from the regulatory leverage ratio calculation.  

 

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Credit Quality

 

Republic’s written lending policies require specified underwriting, loan documentation and credit analysis standards to be met prior to funding, with independent credit department approval for the majority of new loan balances. A committee consisting of senior management and certain members of the Board of Directors oversees the loan approval process to monitor that proper standards are maintained, while approving the majority of commercial loans.

 

Loans, including impaired loans, are generally classified as non-accrual if they are past due as to maturity or payment of interest or principal for a period of more than 90 days, unless such loans are well-secured and in the process of collection. Loans that are on a current payment status or past due less than 90 days may also be classified as non-accrual if repayment in full of principal and/or interest is in doubt. Loans may be returned to accrual status when all principal and interest amounts contractually due are reasonably assured of repayment within an acceptable period of time, and there is a sustained period of repayment performance by the borrower, in accordance with the contractual terms.

 

While a loan is classified as non-accrual, any collections of interest and principal are generally applied as a reduction to principal outstanding. When the future collectability of the recorded loan balance is expected, interest income may be recognized on a cash basis. For non-accrual loans, which have been partially charged off, recognition of interest on a cash basis is limited to that which would have been recognized on the recorded loan balance at the contractual interest rate. Cash interest receipts in excess of that amount are recorded as recoveries to the allowance for loan losses until prior charge-offs have been fully recovered.

 

The following table shows information concerning loan delinquency and non-performing assets as of the dates indicated (dollars in thousands):

 

   

June 30,

2020

   

December 31,

2019

 

Loans accruing, but past due 90 days or more

  $ -     $ -  

Non-accrual loans

    12,717       12,413  

Total non-performing loans

    12,717       12,413  

Other real estate owned

    1,144       1,730  

Total non-performing assets

  $ 13,861     $ 14,143  
                 

Non-performing loans as a percentage of total loans, net of unearned income

    0.50 %     0.71 %

Non-performing assets as a percentage of total assets

    0.31 %     0.42 %

 

Non-performing asset balances decreased by $282,000 to $13.9 million as of June 30, 2020 from $14.1 million at December 31, 2019. Non-accrual loans increased $304,000 to $12.7 million at June 30, 2020, from $12.4 million at December 31, 2019. There were no loans accruing, but past due 90 days or more at both June 30, 2020 and December 31, 2019. At June 30, 2020 and December 31, 2019, all identified impaired loans are internally classified and individually evaluated for impairment in accordance with the guidance under ASC 310.

 

We have taken a proactive approach to analyze and prepare for the potential challenges to be faced as the effects of the economic shutdown begin to unfold. A detailed analysis of loan concentrations and segments that may present the areas of highest risk has been prepared. Our commercial lending team has initiated contact with a majority of our loan customers to discuss the impact that this pandemic crisis has had on their businesses to date and the expected ramifications that could be felt in the future. We have initiated payment deferrals for all customers that had an immediate need for assistance. Further, where appropriate we have worked with borrowers to facilitate access to PPP loans. These loans will assist in addressing liquidity needs of our borrowers, and mitigate credit issues for the terms of the loans. The regulatory agencies that supervise financial institutions have issued an Interagency Statement that not only encourages financial institutions to actively work with borrowers that have been impacted by the effects of COVID-19, but will not automatically consider loan modifications granted under these circumstances as troubled debt restructurings.

 

61

 

The following table presents our 30 to 89 days past due loans at June 30, 2020 and December 31, 2019.  

 

(dollars in thousands)

 

June 30,

   

December 31,

 
   

2020

   

2019

 

30 to 59 days past due

  $ 75     $ 112  

60 to 89 days past due

    106       1,823  

Total loans 30 to 89 days past due

  $ 181     $ 1,935  

 

Loans with payments 30 to 89 days past due decreased to $181,000 at June 30, 2020. Payment deferrals were granted to customers in the second quarter of 2020 that made requests and had an immediate for assistance. Through the date of issuance, more than 58% of the customers that were granted approval for deferral of loan payments have resumed normal principal and interest payments on their outstanding loan balances.

 

 

Other Real Estate Owned

 

The balance of other real estate owned was $1.1 million at June 30, 2020 and $1.7 million at December 31, 2019. The following table presents a reconciliation of other real estate owned for the six months ended June 30, 2020 and the year ended December 31, 2019:

 

(dollars in thousands)

 

June 30,

2020

   

December 31,

2019

 

Beginning Balance, January 1st

  $ 1,730     $ 6,223  

Additions

    -       1,225  

Valuation adjustments

    -       (646 )

Dispositions

    (586 )     (5,072 )

Ending Balance

  $ 1,144     $ 1,730  

 

At June 30, 2020, we had no credit exposure to “highly leveraged transactions” as defined by the FDIC.

 

Allowance for Loan Losses

 

We have elected to defer the adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as permitted by the CARES Act for the six months ended June 30, 2020, effective as of January 1, 2020.

 

The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to establish an allowance against loan losses on a quarterly basis. When an increase in this allowance is necessary, a provision for loan losses is charged to earnings. The allowance for loan losses consists of three components. The first component is allocated to individually evaluated loans found to be impaired and is calculated in accordance with ASC 310 Receivables. The second component is allocated to all other loans that are not individually identified as impaired pursuant to ASC 310-10 (“non-impaired loans”). This component is calculated for all non-impaired loans on a collective basis in accordance with ASC 450 Contingencies. PPP loans are fully guaranteed by the U.S. Government and as such have no allowance associated with them. The third component is an unallocated allowance to account for a level of imprecision in management’s estimation process.

 

62

 

We evaluate loans for impairment and potential charge-off on a quarterly basis. Management regularly monitors the condition of borrowers and assesses both internal and external factors in determining whether any loan relationships have deteriorated. Any loan rated as substandard or lower will have an individual collateral evaluation analysis prepared to determine if a deficiency exists. We first evaluate the primary repayment source. If the primary repayment source is determined to be insufficient and unlikely to repay the debt, we then look to the secondary repayment sources. Secondary sources are conservatively reviewed for liquidation values. Updated appraisals and financial data are obtained to substantiate current values. If the reviewed sources are deemed to be inadequate to cover the outstanding principal and any costs associated with the resolution of a troubled loan, an estimate of the deficient amount will be calculated and a specific allocation of loan loss reserve is recorded.

 

Factors considered in the calculation of the allowance for non-impaired loans include several qualitative and quantitative factors such as historical loss experience, trends in delinquency and nonperforming loan balances, changes in risk composition and underwriting standards, experience and ability of management, and general economic conditions along with other external factors. Historical loss experience is analyzed by reviewing charge-offs over a three year period to determine loss rates consistent with the loan categories depicted in the allowance for loan loss table below. The allowance for non-impaired loans includes increasing qualitative factors for considerations related to COVID-19, specifically those factors that account for the state of the economic environment that the Bank is doing business in, as well as the nature of and concentration in certain credit types within the loan portfolio.

 

The factors supporting the allowance for loan losses do not diminish the fact that the entire allowance for loan losses is available to absorb losses in the loan portfolio and related commitment portfolio, respectively. Our principal focus, therefore, is on the adequacy of the total allowance for loan losses. The allowance for loan losses is subject to review by banking regulators. Our primary bank regulators regularly conduct examinations of the allowance for loan losses and make assessments regarding the adequacy and the methodology employed in their determination.

 

63

 

An analysis of the allowance for loan losses for the six months ended June 30, 2020 and 2019, and the twelve months ended December 31, 2019 is as follows:

 

(dollars in thousands)

 

For the six

months ended

June 30, 2020

   

For the twelve

months ended

December 31, 2019

   

For the six

months ended

June 30, 2019

 
                         

Balance at beginning of period

  $ 9,266       8,615     $ 8,615  

Charge-offs:

                       

Commercial real estate

    -       -       -  

Construction and land development

    -       -       -  

Commercial and industrial

    51       1,356       930  

Owner occupied real estate

    48       -       75  

Consumer and other

    65       126       13  

Residential mortgage

    50       -       -  

Paycheck protection program

    -       -       -  

Total charge-offs

    214       1,482       1,018  

Recoveries:

                       

Commercial real estate

    -       -       -  

Construction and land development

    2       -       -  

Commercial and industrial

    27       217       154  

Owner occupied real estate

    1       2       -  

Consumer and other

    8       9       5  

Residential mortgage

    -       -       -  

Paycheck protection program

    -       -       -  

Total recoveries

    38       228       159  

Net charge-offs/(recoveries)

    176       1,254       859  

Provision for loan losses

    1,950       1,905       300  

Balance at end of period

  $ 11,040       9,266     $ 8,056  
                         

Average loans outstanding(1)

  $ 2,071,941       1,544,904     $ 1,489,020  

As a percent of average loans:(1)

                       

Net charge-offs (annualized)

    0.02 %     0.08 %     0.12 %

Provision for loan losses (annualized)

    0.19 %     0.12 %     0.02 %

Allowance for loan losses

    0.53 %     0.60 %     0.54 %

Allowance for loan losses to:

                       

Total loans, net of unearned income

    0.43 %     0.53 %     0.53 %

Total non-performing loans

    86.81 %     74.65 %     86.42 %

 

(1)Includes non-accruing loans.

 

We recorded a provision for loan losses of $1.0 million for the three month period ended June 30, 2020 and $2.0 million for the six months ended June 30, 2020. We recorded no provision for loan losses for the three month period ended June 30, 2019 and $300,000 for the six months ended June 30, 2019. During the first six months of 2020, there was an increase in the allowance required for loans collectively evaluated for impairment which includes increasing qualitative factors for considerations related to COVID-19, specifically those factors that account for the state of the economic environment that the Bank is doing business in, as well as the nature of and concentration in certain credit types within the loan portfolio, partially offset by a decrease in the allowance required for loans individually evaluated for impairment.

 

The allowance for loan losses as a percentage of non-performing loans (coverage ratio) was 86.8% at June 30, 2020, compared to 74.7% at December 31, 2019 and 86.4% at June 30, 2019. Total non-performing loans were $12.7 million, $12.4 million, and $9.3 million at June 30, 2020, December 31, 2019 and June 30, 2019, respectively. The increase in the coverage ratio at June 30, 2020 compared to December 31, 2019 was a result of the provision for loan losses for the six months ended June 30, 2020.

 

64

 

Management makes at least a quarterly determination as to an appropriate provision from earnings to maintain an allowance for loan losses that it determines is adequate to absorb inherent losses in the loan portfolio. The Board of Directors periodically reviews the status of all non-accrual and impaired loans and loans classified by the management team. The Board of Directors also considers specific loans, pools of similar loans, historical charge-off activity, economic conditions and other relevant factors in reviewing the adequacy of the allowance for loan losses. Any additions deemed necessary to the allowance for loan losses are charged to operating expenses.

 

We evaluate loans for impairment and potential charge-offs on a quarterly basis. Any loan rated as substandard or lower will have a collateral evaluation analysis completed in accordance with the guidance under GAAP on impaired loans to determine if a deficiency exists. Our credit monitoring process assesses the ultimate collectability of an outstanding loan balance from all potential sources. When a loan is determined to be uncollectible it is charged-off against the allowance for loan losses. Unsecured commercial loans and all consumer loans are charged-off immediately upon reaching the 90-day delinquency mark unless they are well-secured and in the process of collection. The timing on charge-offs of all other loan types is subjective and will be recognized when management determines that full repayment, either from the cash flow of the borrower, collateral sources, and/or guarantors, will not be sufficient and that repayment is unlikely. A full or partial charge-off is recognized equal to the amount of the estimated deficiency calculation.

 

Serious delinquency is often the first indicator of a potential charge-off. Reductions in appraised collateral values and deteriorating financial condition of borrowers and guarantors are factors considered when evaluating potential charge-offs. The likelihood of possible recoveries or improvements in a borrower’s financial condition is also assessed when considering a charge-off.

 

Partial charge-offs of non-performing and impaired loans can significantly reduce the coverage ratio and other credit loss statistics due to the fact that the balance of the allowance for loan losses will be reduced while still carrying the remainder of a non-performing loan balance in the impaired loan category. The amount of non-performing loans for which partial charge-offs have been recorded amounted to $4.4 million at June 30, 2020 and $3.6 million December 31, 2019.

 

The following table provides additional analysis of partially charged-off loans.

 

(dollars in thousands)

 

June 30,

2020

   

December 31,

2019

 

Total nonperforming loans

  $ 12,717     $ 12,413  

Nonperforming and impaired loans with partial charge-offs

    4,364       3,642  
                 

Ratio of nonperforming loans with partial charge-offs to total loans

    0.17

%

    0.21

%

Ratio of nonperforming loans with partial charge-offs to total nonperforming loans

    34.32

%

    29.34

%

Coverage ratio net of nonperforming loans with partial charge-offs

    252.98

%

    254.42

%

 

Our charge-off policy is reviewed on an annual basis and updated as necessary. During the six month period ended June 30, 2020, there were no changes made to this policy.

 

Effects of Inflation

 

The majority of assets and liabilities of a financial institution are monetary in nature. Therefore, a financial institution differs greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. Management believes that the most significant impact of inflation on its financial results is through our need and ability to react to changes in interest rates. Management attempts to maintain an essentially balanced position between rate sensitive assets and liabilities over a one-year time horizon in order to protect net interest income from being affected by wide interest rate fluctuations.

 

65

 

ITEM 3: QUANTITATIVE AND QUALITATIVE INFORMATION ABOUT MARKET RISK

 

There has been no material change in the Company’s assessment of its sensitivity to market risk since its presentation in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 16, 2020.

 

ITEM 4: CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures  

 

The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

 The Company’s management, with the participation of the principal executive officer and the principal financial officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e). Based on this evaluation, the principal executive officer and the principal financial officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance level.

 

Changes in Internal Controls

 

The principal executive officer and principal financial officer also conducted an evaluation of the Company’s internal control over financial reporting (“Internal Control”) to determine whether any changes in Internal Control occurred during the quarter ended June 30, 2020 that have materially affected or which are reasonably likely to materially affect Internal Control. Based on that evaluation, there has been no such change during the quarter ended June 30, 2020.

 

Limitations on the Effectiveness of Controls

 

Control systems, no matter how well designed and operated, can provide only reasonable, not an absolute, level of assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company and Republic are from time to time parties (plaintiff or defendant) to lawsuits in the normal course of business. While any litigation involves an element of uncertainty, management is of the opinion that the liability of the Company and Republic, if any, resulting from such actions will not have a material effect on the financial condition or results of operations of the Company and Republic.

 

66

 

ITEM 1A. RISK FACTORS

 

Significant risk factors could adversely affect the Company’s business, financial condition and results of operation.  Risk factors discussing these risks can be found in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as supplemented by the risk factor included in Part II, Item 1A. Risk Factors in the Company’s Form 10-Q for the quarter ended March 31, 2020. The risk factors set forth below supplements the risk factor section in our Form 10-K for the year ended December 31, 2019 and Form 10-Q for the quarter ended March 31, 2020. You should carefully consider these risk factors. The risks described in the Company’s Form 10-K and Form 10-Q are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

 

The COVID-19 pandemic, and the measures taken to control its spread, will continue to adversely impact our employees, customers, business operations and financial results, and the ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted.

 

The COVID-19 pandemic has impacted and is likely to continue to impact the national economy and the regional and local markets in which we operate, lower equity market valuations, create significant volatility and disruption in capital and debt markets, and increase unemployment levels. Our business operations may be disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic. We are subject to heightened cybersecurity, information security and operational risks as a result of work-from-home arrangements that we have put in place for our employees. Federal Reserve actions to combat the economic contraction caused by the COVID-19 pandemic, including the reduction of the target federal funds rate and quantitative easing programs, could, if prolonged, adversely affect our net interest income and margins, and our profitability. The continued closures of many businesses and the institution of social distancing, shelter in place and stay home orders in the states and communities we serve, have reduced business activity and financial transactions. While certain of these restrictions have been eased and workplaces in the communities we serve are beginning to reopen, the pace of reopening is measured, and these government policies and directives are subject to change as the effects and spread of the COVID-19 pandemic continue to evolve.  It is unclear whether any COVID-19 pandemic-related businesses losses that we or our customers may suffer will be recovered by existing insurance policies. Changes in customer behavior due to worsening business and economic conditions or legislative or regulatory initiatives may impact the demand for our products and services, which could adversely affect our revenue, increase the recognition of credit losses in our loan portfolios and increase our allowance for credit losses. The measures we have taken to aid our customers, including short-term loan payment deferments, may be insufficient to help our customers who have been negatively impacted by the economic fallout from the COVID-19 pandemic. Loans that are currently in deferral status may become nonperforming loans. Because of adverse economic and market conditions affecting issuers, we may be required to recognize impairments on the securities we hold as well as reductions in other comprehensive income. While the COVID-19 pandemic negatively impacted our results of operations for the first half of 2020, the extent to which the COVID-19 pandemic will continue to impact our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic, as well as further actions we may take as may be required by government authorities or that we determine is in the best interests of our employees and customers. There is no certainty that such measures will be sufficient to mitigate the risks posed by the pandemic.

 

Our participation in the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) may expose us to certain additional risks, including risks relating to alleged noncompliance with PPP rules and regulations, which could have a material adverse impact on the Company's business, financial condition and results of operations.

 

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), enacted on March 27, 2020, included a $349 billion loan program administered through the SBA referred to as the PPP.  Additional funding was provided for the PPP on April 24, 2020.  Under the PPP, small businesses and other entities and individuals were permitted to apply for loans from existing SBA lenders and other approved lenders.  We are a participating lender under the PPP, and, as of June 30, 2020, had processed and received SBA approval for more than 4,800 loan applications resulting in approximately $671 million in loans.  There is some ambiguity in the laws, rules, and guidance regarding the operation of the PPP, which may expose us to compliance risks relating to the PPP.  Several large banks have been subject to litigation regarding the process and procedures used by them in processing applications for PPP loans.  We may be exposed to the risk of similar litigation, from both customers and non-customers that approached us regarding PPP loans, regarding our procedures used in processing PPP loan applications.  If any such litigation is filed against us and is not resolved favorably, it may result in financial liability or adversely affect our reputation. We may also have credit risk on PPP loans if a determination is later made by the SBA that a deficiency exists in the manner in which a particular loan was originated, funded, or serviced, such as an issue with the eligibility of a borrower to receive a PPP loan. 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, the SBA may deny its liability under the guaranty relating to the loan, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency.

 

The loss of our Chairman could hurt our operations and our ability to implement our business strategy.

 

The Chairman of the Board of Directors, Vernon W. Hill, II, has been instrumental in developing and executing our unique, customer-oriented business strategy. Mr. Hill has served as Chairman since December 2016 and has been an investor in, and consultant to, the Company since 2008. The loss of Mr. Hill could have a material adverse effect on us, as he is central to our ability to compete effectively and implement our business strategy. Mr. Hill and the Company are parties to an agreement, dated as of March 9, 2017, that outlines the terms of Mr. Hill’s engagement as Chairman of the Board of Directors. The agreement has an initial five-year term and contains certain non-competition provisions. The agreement does not guarantee that we will be able to retain Mr. Hill for the duration of, or beyond the end of, the agreement’s term.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

       Not applicable.

 

67

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

The following Exhibits are filed as part of this report. (Exhibit numbers correspond to the exhibits required by Item 601 of Regulation S-K for quarterly reports on Form 10-Q).

 

Exhibit

Number

 

 

Description

 

 

Location

         

3.1

 

Amended and Restated Articles of Incorporation of Republic First Bancorp, Inc.

 

Incorporated by reference to Form 10-K filed March 10, 2017

         

3.2

 

Amended and Restated By-laws of Republic First Bancorp, Inc.

  Incorporated by reference to Form 10-Q filed May 11, 2020.
         

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Republic First Bancorp, Inc.

 

Filed herewith

         

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Republic First Bancorp, Inc.

 

Filed herewith

         

32.1

 

Section 1350 Certification of Harry D. Madonna

 

Furnished herewith

         

32.2

 

Section 1350 Certification of Frank A. Cavallaro

 

Furnished herewith

         

101

  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline XBRL; (i) Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, (ii) Consolidated Statements of Income for the three and six months ended June 30, 2020 and 2019, (iii)  Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019, (v) Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2020 and 2019, and (vi) Notes to Consolidated Financial Statements.    
         

104

 

The cover page of Republic First Bancorp, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline XBRL (contained in Exhibit 101)

   

 

68

 

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.

 

   

REPUBLIC FIRST BANCORP, INC.

 
       

Date: August 10, 2020

By:

/s/ Harry D. Madonna

 
   

Harry D. Madonna

 
   

President and Chief Executive Officer

(principal executive officer)

 
       

Date: August 10, 2020

By:

/s/ Frank A. Cavallaro

 
   

Frank A. Cavallaro

 
   

Executive Vice President and Chief Financial Officer

(principal financial and accounting officer)

 

 

69