Item 7. Management’s Discussion and Analysis
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
The following is a discussion of our financial condition at December 31,
2023 and 2022 and our results of operations for
the years ended December 31, 2023 and 2022. The purpose of this discussion is to provide
information about our financial
condition and results of operations which is not otherwise apparent from the consolidated
financial statements. The
following discussion and analysis should be read along with our consolidated
financial statements and the related notes
included elsewhere herein. In addition, this discussion and analysis contains
forward-looking statements, so you should
refer to Item 1A, “Risk Factors” and “Special Cautionary Notice Regarding Forward-Looking Statements”.
OVERVIEW
The Company was incorporated in 1990 under the laws of the State of Delaware and became a bank
holding company after
it acquired its Alabama predecessor,
which was a bank holding company established in 1984. The Bank, the Company's
principal subsidiary, is an Alabama
state-chartered bank that is a member of the Federal Reserve System and has operated
continuously since 1907. Both the Company and the Bank are headquartered
in Auburn, Alabama. The Bank conducts its
business primarily in East Alabama, including
Lee County and surrounding areas. The Bank operates full-service branches
in Auburn, Opelika, Notasulga and Valley,
Alabama.
The Bank also operates a loan production office in Phenix
City,
Alabama.
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55
Summary of Results of Operations
Year ended December 31
(Dollars in thousands, except per share data)
2023
2022
Net interest income (a)
$
26,745
$
27,622
Less: tax-equivalent adjustment
417
456
Net interest income (GAAP)
26,328
27,166
Noninterest income
(2,981)
6,506
Total revenue
23,347
33,672
Provision for credit losses
135
1,000
Noninterest expense
22,594
19,823
Income tax (benefit) expense
(777)
2,503
Net earnings
$
1,395
$
10,346
Basic and diluted net earnings per share
$
0.40
$
2.95
(a) Tax-equivalent.
See "Table 1 - Explanation of Non-GAAP Financial Measures".
Financial Summary
The Company’s net earnings were $1.4
million for the full year 2023, compared to $10.3 million for the full year 2022.
Basic and diluted net earnings per share were $0.40 per share for the full year 2023,
compared to $2.95 per share for the full
year 2022.
Net earnings for 2023 included a loss on sale of securities, while 2022 net earnings included
a gain on sale of land and a
one-time payroll tax credit provided by the CARES Act.
The after-tax impact of the loss on securities reduced 2023
net
earnings by $4.7 million, while non-routine items in 2022 improved net earnings by $3.6
million.
Excluding non-routine
items, net earnings for the full year 2023 would have been $6.1 million, or $1.75
per share, compared to $6.7 million, or
$1.92 per share for the full year 2022.
Net interest income (tax-equivalent) was $26.7 million in 2023, a
3% decrease compared to $27.6 million in 2022. This
decrease was primarily due to a decline in interest earning assets, increased cost
of funds and changes in our deposit mix,
which was partially offset by a more favorable asset mix and higher
yields on interest
earnings assets.
The Company’s net
interest margin (tax-equivalent) was 2.89% in 2023,
compared to 2.81% in 2022.
Average loans for 2023 were $523.8
million, a 15% increase from 2022.
At December 31, 2023, the Company’s allowance
for credit losses was $6.9 million, or 1.23% of total loans, compared to
$5.8 million, or 1.14% of total loans, at December 31, 2022.
The implementation of CECL required pursuant to
Accounting Standards Codification (“ASC”) 326, which was effective
January 1, 2023, increased our allowance for credit
losses by $1.0 million, or 0.20% of total loans, as a day one transition adjustment.
For the full year 2023, increases in the
allowance for credit losses due to changes in the composition and balance of loans during 2023
were largely offset by
reductions in the allowance for credit losses due to the resolution of collateral dependent
nonperforming loans.
The Company recorded a provision for credit losses of $0.1 million in 2023 compared
to $1.0 million during 2022.
The
provision for credit losses under CECL is reflective of the Company’s
credit risk profile and the future economic outlook
and forecasts. Our CECL model is largely influenced by economic
factors including, most notably,
the anticipated
unemployment rate. The decrease in provision for credit losses was primarily related
to the downgrade of one borrowing
relationship in the fourth quarter of 2022, where one of these loans was repaid in full during the
second quarter of 2023.
Noninterest income was a loss of $3.0 million in 2023 compared to
income of $6.5 million in 2022.
Excluding the pre-tax
securities loss of $6.3 million related to the balance sheet repositioning strategy in 2023,
noninterest income would have
been $3.3 million for 2023,
compared to noninterest income of $3.3 million in 2022 after excluding the pre-tax gain of $3.2
million on the sale of land.
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56
Noninterest expense was $22.6 million in 2023 compared to $19.
8
million in 2022.
Excluding the impact of the one-
time payroll tax credit of $1.6 million, noninterest expense would have been $21.4
million in 2022. This increase in
noninterest expense reflects increases in net occupancy and equipment expenses of $0.2
million related to the Company’s
new headquarters, which opened in June 2022, professional fees expense of $0.
3
million, other real estate owned expense
of $0.1 million, FDIC and other regulatory assessments expenses of $0.2
million and other noninterest expense of $0.5
million, partially offset by decreases in salaries and benefits expense of
$0.2 million.
The provision for income taxes was a benefit of $0.8 million for an effective
tax rate of (125.73)% for 2023, compared to
tax expense of $2.5 million and an effective tax rate of 19.48% for 2022.
This decrease was primarily due to a decrease
in pre-tax earnings in 2023 resulting from the balance sheet repositioning. The
Company’s effective income
tax rate
otherwise is principally affected by tax-exempt earnings from the
Company’s investments
in municipal securities, bank-
owned life insurance, and New Markets Tax
Credits.
The Company paid cash dividends of $1.08 per share in 2023, an increase of 2% from 2022.
At December 31, 2023, the
Bank’s regulatory capital ratios
were well above the minimum amounts required to be “well capitalized” under current
regulatory standards with a total risk-based capital ratio of 15.52%, a
tier 1 leverage ratio of 9.72% and common equity tier
1 (“CET1”) of 14.52%
at December 31, 2023.
CRITICAL ACCOUNTING POLICIES
The accounting and financial reporting policies of the Company conform with U.S. generally accepted
accounting
principles and with general practices within the banking industry.
In connection with the application of those principles, we
have made judgments and estimates which, in the case of the determination of our allowance
for credit losses, our
determination of credit losses for investment securities, recurring and non-recurring
fair value measurements, the valuation
of other real estate owned, and the valuation of deferred tax assets, were critical to the determination
of our financial
position and results of operations. Other policies also require subjective judgment and
assumptions and may accordingly
impact our financial position and results of operations.
On January 1, 2023, we adopted FASB
ASU 2016-13
Financial
Instruments - Credit Losses
(Topic
326) which significantly changes our methodology for determining our allowance
for
credit losses, and ASU 2022-02
, Financial Instruments – Credit Losses (Topic
326):
Troubled
Debt Restructurings and
Vintage Disclosures
which
eliminated the accounting guidance for TDRs, while enhancing disclosure
requirements for
certain loan refinancings and restructurings by creditors when a borrower is experiencing
financial difficulty.
Allowance for Credit Losses – Loans
The allowance for credit losses is a valuation account that is deducted from the loans' amortized
cost basis to present the net
amount expected to be collected on the loans. Loans are charged
off against the allowance when management believes the
uncollectability of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts
previously
charged-off and expected to be charged-off.
Accrued interest receivable is excluded from the estimate of credit losses.
The allowance for credit losses represents management’s
estimate of lifetime credit losses inherent in loans as of the
balance sheet date. The allowance for credit losses is estimated by management using relevant
available information, from
both internal and external sources, relating to past events, current conditions, and reasonable and
supportable forecasts.
The Company’s loan loss estimation process includes
procedures to appropriately consider the unique characteristics of
its
loan segments (commercial and industrial, construction and land development, commercial
real estate, multifamily,
residential real estate, and consumer loans).
These segments are further disaggregated into loan classes, the level at which
credit quality is monitored.
See Note 5, Loans and Allowance for Credit Losses, for additional information about our
loan
portfolio.
Credit loss assumptions are estimated using a discounted cash flow ("DCF") model
for each loan segment, except consumer
loans.
The weighted average remaining life method is used to estimate credit loss assumptions
for consumer loans.
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57
The DCF model calculates an expected life-of-loan loss percentage by considering the
forecasted probability that a
borrower will default (the “PD”), adjusted for relevant forecasted macroeconomic
factors, and LGD, which is the estimate
of the amount of net loss in the event of default.
This model utilizes historical correlations between default experience and
certain macroeconomic factors as determined through a statistical regression analysis.
The forecasted Alabama
unemployment rate is considered in the model for commercial and industrial, construction
and land development,
commercial real estate, multifamily,
and residential real estate loans.
In addition, forecasted changes in the Alabama home
price index is considered in the model for construction and land development and residential
real estate loans; forecasted
changes in the national commercial real estate (“CRE”) price index is considered
in the model for commercial real estate
and multifamily loans; and forecasted changes in the Alabama gross state product
is considered in the model for
multifamily loans.
Projections of these macroeconomic factors, obtained from an independent
third party, are utilized to
forecast quarterly rates of default based on the statistical PD models.
Expected credit losses are estimated over the contractual term of the loan, adjusted
for expected prepayments and principal
payments (“curtailments”) when appropriate. Management's determination of the
contract term excludes expected
extensions, renewals, and modifications unless the extension or
renewal option is included in the contract at the reporting
date and is not unconditionally cancellable by the Company.
To the extent the lives of the
loans in the portfolio extend
beyond the period for which a reasonable and supportable forecast can be
made (which is 4 quarters for the Company), the
Company reverts, on a straight-line basis back to the historical rates over an 8 quarter reversion
period.
The weighted average remaining life method was deemed most appropriate
for the consumer loan segment because
consumer loans contain many different payment structures,
payment streams and collateral.
The weighted average
remaining life method uses an annual charge-off rate over several vintages
to estimate credit losses.
The average annual
charge-off rate is applied to the contractual term adjusted for
prepayments.
Additionally, the allowance
for credit losses calculation includes subjective adjustments for
qualitative risk factors that are
believed likely to cause estimated credit losses to differ from historical experience.
These qualitative adjustments may
increase or reduce reserve levels and include adjustments for lending management experience
and risk tolerance, loan
review and audit results, asset quality and portfolio trends, loan portfolio growth, industry concentrations,
trends in
underlying collateral, external factors and economic conditions not
already captured.
Loans that do not share risk characteristics are evaluated on an individual basis. When
management determines that
foreclosure is probable and the borrower is experiencing financial difficulty,
the expected credit losses are based on the
estimated fair value of collateral held at the reporting date, adjusted for selling costs as appropriate.
Allowance for Credit Losses – Unfunded Commitments
Financial instruments include off-balance sheet credit instruments,
such as commitments to make loans and commercial
letters of credit issued to meet customer financing needs. The Company’s
exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for off-balance sheet
loan commitments is represented by the
contractual amount of those instruments. Such financial instruments are
recorded when they are funded.
The Company records an allowance for credit losses on off-balance
sheet credit exposures, unless the commitments to
extend credit are unconditionally cancelable, through a charge to provision
for credit losses in the Company’s consolidated
statements of earnings. The allowance for credit losses on off-balance sheet credit
exposures is estimated by loan segment
at each balance sheet date under the current expected credit loss model using the same
methodologies as portfolio loans,
taking into consideration the likelihood that funding will occur as well as any third-party
guarantees. The allowance for
unfunded commitments is included in other liabilities on the Company’s
consolidated balance sheets.
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58
Assessment for Allowance for Credit Losses – Available
-for-Sale Securities
For any securities classified as available-for-sale that are in an unrealized
loss position at the balance sheet date, the
Company assesses whether or not it intends to sell the security,
or more likely than not will be required to sell the security,
before recovery of its amortized cost basis.
If either of these criteria are met, the security's amortized cost basis is written
down to fair value through net income.
If neither criterion is met, the Company evaluates whether any portion
of the
decline in fair value is the result of credit deterioration.
Such evaluations consider the extent to which the amortized cost of
the security exceeds its fair value, changes in credit ratings and any other known adverse
conditions related to the specific
security.
If the evaluation indicates that a credit loss exists, an allowance for credit losses is
recorded for the amount by
which the amortized cost basis of the security exceeds the present value of cash flows expected
to be collected, limited by
the amount by which the amortized cost exceeds fair value.
Any impairment not recognized in the allowance for credit
losses is recognized in other comprehensive income.
The Company is required to own certain stock as a condition of membership, such as the
FHLB-Atlanta and Federal
Reserve Bank of Atlanta (“FRB”).
These non-marketable equity securities are accounted for at cost which equals par
or
redemption value.
These securities do not have a readily determinable fair value as their ownership is restricted and
there is
no market for these securities.
The Company records these non-marketable equity securities as a component
of other
assets, which are periodically evaluated for impairment. Management considers
these non-marketable equity securities to
be long-term investments. Accordingly,
when evaluating these securities for impairment, management considers
the
ultimate recoverability of the par value rather than by recognizing temporary declines in
value.
Fair Value
Determination
U.S. GAAP requires management to value and disclose certain of the Company’s
assets and liabilities at fair value,
including investments classified as available-for-sale and derivatives.
ASC 820,
Fair Value
Measurements and Disclosures
,
which defines fair value, establishes a framework for measuring fair value in accordance
with U.S. GAAP and expands
disclosures about fair value measurements.
For more information regarding fair value measurements and disclosures,
please refer to Note 14, Fair Value,
of the unaudited consolidated financial statements that accompany this report.
Fair values are based on active market prices of identical assets or liabilities when available.
Comparable assets or
liabilities or a composite of comparable assets in active markets are used when identical assets
or liabilities do not have
readily available active market pricing.
However, some of the Company’s
assets or liabilities lack an available or
comparable trading market characterized by frequent transactions between
willing buyers and sellers. In these cases, fair
value is estimated using pricing models that use discounted cash flows and
other pricing techniques. Pricing models and
their underlying assumptions are based upon management’s
best estimates for appropriate discount rates, default rates,
prepayments, market volatility and other factors, taking into account current observable
market data and experience.
These assumptions may have a significant effect on the reported
fair values of assets and liabilities and the related income
and expense. As such, the use of different models and assumptions, as
well as changes in market conditions, could result in
materially different net earnings and retained earnings results.
Deferred Tax
Asset Valuation
A valuation allowance is recognized for a deferred tax asset if, based on the weight of available
evidence, it is more-likely-
than-not that some portion or the entire deferred tax asset will not be realized. The ultimate
realization of deferred tax assets
is dependent upon the generation of future taxable income during the periods
in which those temporary differences become
deductible. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax
planning strategies in making this assessment. At December 31,
2023 we had total deferred tax assets of $12.5 million
included as “other assets”, including $9.7 million resulting from unrealized losses in our securities
portfolio.
Based upon
the level of taxable income over the last three years and projections for future taxable
income over the periods in which the
deferred tax assets are deductible, management believes it is more likely than
not that we will realize the benefits of these
deductible differences at December 31, 2023.
The amount of the deferred tax assets considered realizable, however,
could
be reduced if estimates of future taxable income are reduced.
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59
Average Balance
Sheet and Interest Rates
Year ended December 31
2023
2022
Average
Yield/
Average
Yield/
(Dollars in thousands)
Balance
Rate
Balance
Rate
Loans and loans held for sale
$
523,838
4.76%
$
454,604
4.45%
Securities - taxable
335,366
2.15%
364,006
1.81%
Securities - tax-exempt (a)
52,122
3.81%
61,614
3.53%
Total securities
387,488
2.37%
425,620
2.06%
Federal funds sold
5,221
4.79%
43,766
1.00%
Interest bearing bank deposits
8,593
4.92%
58,141
0.99%
Total interest-earning assets
925,140
3.76%
982,131
3.05%
Deposits:
NOW
193,451
0.99%
197,177
0.19%
Savings and money market
289,235
0.74%
327,139
0.20%
Certificates of deposits
175,085
2.25%
154,273
0.84%
Total interest-bearing deposits
657,771
1.21%
678,589
0.34%
Short-term borrowings
3,255
2.21%
4,516
1.33%
Total interest-bearing liabilities
661,026
1.22%
683,105
0.35%
Net interest income and margin (a)
$
26,745
2.89%
$
27,622
2.81%
(a) Tax-equivalent.
See "Table 1 - Explanation of Non-GAAP
Financial Measures".
RESULTS
OF OPERATIONS
Net Interest Income and Margin
Net interest income (tax-equivalent) was $26.7 million in 2023, compared
to $27.6 million in 2022.
This decrease was
primarily due to a decline in interest earning assets and higher costs of funds partially offset
by improvements in the
Company’s yield on interest earning assets.
Net interest margin (tax-equivalent) increased
to 2.89% in 2023, compared to
2.81% in 2022.
This increase was
primarily due to a more favorable asset mix and higher yields on interest earning
assets.
These higher yields on interest earning assets were partially offset by
increased cost of funds.
During 2023, the cost of
funds increased to 122 basis points, compared to 35 basis points during 2022.
Since March of 2022, the Federal Reserve
increased the target federal funds range from 0 – 0.25% to 5.25
– 5.50%.
The tax-equivalent yield on total interest-earning assets increased by 71 basis points
to 3.76% in 2023 compared to 3.05%
in 2022.
This increase was primarily due to changes in our asset mix and higher market interest
rates on interest earning
assets.
The cost of total interest-bearing liabilities increased by 87 basis points to
1.22%
in 2023 compared to 0.35% in 2022.
Our
deposit costs may continue to increase if the Federal Reserve
maintains or increases its target federal funds rate, market
interest rates increase, and as customer behaviors change as a result of inflation and higher
market interest rates, and we
compete for deposits against other banks, money market mutual funds
,
Treasury securities and other interest bearing
alternative investments.
The Company continues to deploy various asset liability management strategies
to manage its risk from interest rate
fluctuations.
Deposit and loan pricing remains competitive in our markets.
We believe this
challenging rate environment
will continue in 2024.
Our ability to compete and manage our deposits costs until our interest-earning assets reprice
and we
generate new fixed rate loans with current market interest rates will be important to our
net interest margin during the
monetary tightening cycle that we believe will continue in 2024.
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60
Provision for Credit Losses
On January 1, 2023, we adopted ASC 326, which introduces the current expected
credit losses (CECL) methodology and
requires us to estimate all expected credit losses over the remaining life of our loans.
Accordingly, the provision for credit
losses represents a charge to earnings necessary to establish an allowance
for credit losses that, in management's evaluation,
is adequate to provide coverage for all expected credit losses.
The Company recorded a provision for credit losses of $0.1
million during 2023, compared to a provision for loan losses of $1.0 million for 2022.
Provision for credit losses expense is
affected by organic loan growth in our loan portfolio,
our internal assessment of the credit quality of the loan portfolio, our
expectations about future economic conditions and net charge-offs.
Our CECL model is largely influenced by economic
factors including, most notably,
the anticipated unemployment rate, which may be affected
by monetary policy.
The
provision for credit losses during 2023 was primarily related to an increase in the calculation
of current expected credit
losses due to loan growth during 2023.
This was largely offset by the resolution of a collateral dependent
nonperforming
loan, with a recorded investment of $1.3 million and a corresponding allowance of $0.5
million, that was collected in full
during the second quarter of 2023.
Our allowance for credit losses reflects an amount we believe appropriate,
based on our allowance assessment
methodology, to adequately cover
all expected credit losses as of the date the allowance is determined.
At December 31,
2023, the Company’s allowance
for credit losses was $6.9
million, or 1.23% of total loans, compared to $5.8 million, or
1.14% of total loans, at December 31, 2022.
The implementation of CECL, as of January 1, 2023, increased our allowance
for credit losses by $1.0 million, or 0.20% of total loans, as a day one transition adjustment
to ASC 326.
Noninterest Income
Year ended December 31
(Dollars in thousands)
2023
2022
Service charges on deposit accounts
$
603
$
598
Mortgage lending
430
650
Bank-owned life insurance
411
317
Gain on sale of premises and equipment
—
3,234
Securities (losses) gains, net
(6,295)
12
Other
1,870
1,695
Total noninterest income
$
(2,981)
$
6,506
The Company’s noninterest income from
mortgage lending is primarily attributable to the (1) origination and sale of new
mortgage loans and (2) servicing of mortgage loans. Origination income, net, is comprised
of gains or losses from the sale
of the mortgage loans originated, origination fees, underwriting fees and other fees
associated with the origination of
mortgage loans, which are netted against the commission expense associated
with these originations. The Company’s
normal practice is to originate mortgage loans for sale in the secondary
market and to either sell or retain the MSRs when
the loan is sold.
MSRs are recognized based on the fair value of the servicing right on the date the corresponding
mortgage loan is sold.
Subsequent to the date of transfer, the Company
has elected to measure its MSRs under the amortization method.
Servicing
fee income is reported net of any related amortization expense.
The Company evaluates MSRs for impairment quarterly.
Impairment is determined by grouping MSRs by common
predominant characteristics, such as interest rate and loan type.
If the aggregate carrying amount of a particular group of
MSRs exceeds the group’s aggregate
fair value, a valuation allowance for that group is established.
The valuation
allowance is adjusted as the fair value changes.
An increase in mortgage interest rates typically results in an increase in the
fair value of the MSRs while a decrease in mortgage interest rates typically results in a decrease
in the fair value of MSRs.
The following table presents a breakdown of the Company’s
mortgage lending income for 2023 and 2022.
Year ended December 31
(Dollars in thousands)
2023
2022
Origination income
$
71
$
309
Servicing fees, net
359
341
Total mortgage lending income
$
430
$
650
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61
The Company’s income from mortgage lending
typically fluctuates as mortgage interest rates change and is primarily
attributable to the origination and sale of new mortgage loans.
Origination income decreased as market interest rates on
mortgage loans increased and mortgage loan volumes also decreased.
The decrease in origination income was partially
offset by an increase in mortgage servicing fees, net of related
amortization expense as mortgage prepayment speeds
slowed, resulting in decreased amortization expense.
Income from bank-owned life insurance was $411
thousand and $317 thousand for 2023 and 2022, respectively.
Excluding
a $52 thousand non-taxable death benefit received during 2023, income from bank
-owned life insurance would have been
$359 thousand and $317 thousand for 2023 and 2022, respectively.
In October 2022, the Company closed the sale of approximately 0.85 acres of land located
next to the Company’s
headquarters in Auburn, Alabama for a purchase price of $4.3 million.
The sale resulted in a gain of $3.2 million, net of
prorations, closing costs and costs of demolishing the Bank’s
former main office
building.
In December 2023, the Company announced it had repositioned its balance sheet by selling
approximately $117.6 million,
or 27%, of its available-for-sale securities with a
weighted average book yield of 2.11% and a
weighted average duration of
4.0 years, resulting in net losses on sale of the securities of approximately $6.3
million. Proceeds of $111.3
million from the
sale of securities were used to repay wholesale funding of $48.0
million with a weighted average cost of 5.38%, while the
remaining amounts were held in cash to fund future loan growth, higher-yielding
securities, and other banking operations.
Other noninterest income was $1.9 million and $1.7 million for 2023
and 2022, respectively.
The increase in other
noninterest income was primarily related to insurance proceeds of $0.2
million received during 2023 related to property
claims.
Noninterest Expense
Year ended December 31
(Dollars in thousands)
2023
2022
Salaries and benefits
$
12,101
$
12,307
Employee retention credit
—
(1,569)
Net occupancy and equipment
2,954
2,742
Professional fees
1,299
975
FDIC and other regulatory assessments
631
404
Other
5,609
4,964
Total noninterest expense
$
22,594
$
19,823
Salaries and benefits decreased during 2023 compared to 2022.
A decrease in the number of full-time equivalents was
partially offset by routine annual increases in salaries and
wages.
The employee retention tax credit of $1.6 million in 2022 relates to a one-time payroll tax
credit provided by the CARES
Act and the 2020 Consolidated Appropriations Act.
The increase in net occupancy and equipment expense was primarily due to increased
expenses related to the Company’s
new headquarters in downtown Auburn.
This amount includes depreciation expense and costs associated with ope
rating of
the new headquarters.
The Company relocated its main office branch and bank operations into
its newly constructed
headquarters during June 2022.
The increase in professional fees expense during 2023 compared to
2022 was primarily related to increased consulting and
audit related fees during 2023.
The increase in FDIC and other regulatory assessments during 2023 compared to
2022 was primarily related to increases in
the FDIC’s initial base deposit insurance assessment
rate.
On October 18, 2022, the FDIC adopted an amended restoration
plan to increase the likelihood that the reserve ratio would be restored to at least 1.35%
by September 30, 2028.
The
FDIC’s amended restoration plan increases the
initial base deposit insurance assessment rate schedules uniformly by 2 basis
points, which began the first quarterly assessment period of 2023.
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The increase in other noninterest expense was due to a variety of items including software
costs, ATM
and checkcard
expenses, impairment related to new market tax credit investment due to remaining tax
credit being less than the
Company’s investment, and a gain on sale of other
real estate owned that was realized in 2022.
Income Tax
Expense
The provision for income taxes was a benefit of $0.8 million for an effective
tax rate of (125.73)% for 2023, compared to
tax expense of $2.5 million and an effective tax rate of 19.48% for 2022.
This decrease was primarily due to a decrease
in pre-tax earnings in 2023 resulting from the balance sheet repositioning. The Company’s
effective income tax rate
otherwise is principally affected by tax-exempt earnings from the
Company’s investments
in municipal securities, bank-
owned life insurance, and New Markets
Tax Credits.
BALANCE SHEET ANALYSIS
Securities
Securities available-for-sale were $270.9
million at December 31, 2023, compared to $405.3 million at December 31, 2022.
This decrease reflects a decrease in the amortized cost basis of securities available-for-sale
of $150.3 million, offset by an
increase of $15.9 million in the fair value of securities available-for-sale.
The decrease in the amortized cost basis of
securities available-for-sale was primarily attributable to
the sale of $117.6 million securities available-for-sale
as part of
the balance sheet repositioning in December 2023 and normal paydowns and maturities on
other securities.
The increase
in the fair value of securities was primarily due to a decrease in long-term
market interest rates at the end of 2023.
The
average annualized tax-equivalent yields earned on total securities were 2.37
%
in 2023 and 2.06% in 2022.
The following table shows the carrying value and weighted average yield of securities available
-for-sale as of December
31, 2023 according to contractual maturity.
Actual maturities may differ from contractual maturities of mortgage-backed
securities (“MBS”) because the mortgages underlying the securities may be called
or prepaid with or without penalty.
December 31, 2023
1 year
1 to 5
5 to 10
After 10
Total
(Dollars in thousands)
or less
years
years
years
Fair Value
Agency obligations
$
331
10,339
43,209
—
53,879
Agency MBS
32
15,109
22,090
161,058
198,289
State and political subdivisions
—
—
9,691
9,051
18,742
Total available-for-sale
$
363
25,448
74,990
170,109
270,910
Weighted average yield (1):
Agency obligations
3.40%
0.99%
1.66%
—
1.54%
Agency MBS
3.47%
1.19%
1.84%
2.20%
2.08%
State and political subdivisions
—
—
1.95%
2.55%
2.23%
Total available-for-sale
3.41%
1.11%
1.75%
2.21%
1.98%
(1) Yields are calculated based on amortized cost.
Loans
December 31
(In thousands)
2023
2022
Commercial and industrial
$
73,374
66,212
Construction and land development
68,329
66,479
Commercial real estate
287,307
264,573
Residential real estate
117,457
97,648
Consumer installment
10,827
9,546
Total loans
557,294
504,458
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63
Total loans, net of unearned income,
were $557.3 million at December 31, 2023, and $504.5 million at December
31, 2022,
an increase of $52.8 million, or 11%.
Four loan categories represented the majority of the loan portfolio at December 31,
2023: commercial real estate (52%), residential real estate (21%), construction and land development
(12%), and
commercial and industrial (13%).
Approximately 23% of the Company’s commercial
real estate loans were classified as
owner-occupied at December 31, 2023.
Within the residential real estate portfolio
segment, the Company had junior lien mortgages of approximately $8.7 million,
or 2%, and $7.4 million, or 1%, of total loans at December 31, 2023 and 2022, respectively.
For residential real estate
mortgage loans with a consumer purpose, the Company had no loans that required interest only payments
at December 31,
2023 and 2022. The Company’s residential
real estate mortgage portfolio does not include any option ARM loans,
subprime loans, or any material amount of other consumer mortgage products
which are generally viewed as high risk.
The average yield earned on loans and loans held for sale was 4.76% in 2023
and 4.45% in 2022.
The specific economic and credit risks associated with our loan portfolio include,
but are not limited to, the effects of
current economic conditions, including inflation and the continuing higher
levels of market interest rates, remaining
COVID-19 pandemic effects including supply chain disruptions,
commercial office occupancy levels, housing supply
shortages and inflation, on our borrowers’ cash flows, real estate market sales volumes
and liquidity,
valuations used in
making loans and evaluating collateral, availability and cost of financing properties,
real estate industry concentrations,
competitive pressures from a wide range of other lenders, deterioration in certain credits,
interest rate fluctuations, reduced
collateral values or non-existent collateral, title defects, inaccurate appraisals, financial
deterioration of borrowers, fraud,
and any violation of applicable laws and regulations.
Various
projects financed earlier that were based on lower interest
rate assumptions than currently in effect may not be as profitable or
successful at the higher interest rates currently in effect
and which may exist in the future.
The Company attempts to reduce these economic and credit risks through its loan-to-value
guidelines for collateralized
loans, investigating the creditworthiness of borrowers and monitoring borrowers’ financial
position. Also, we have
established and periodically review,
our lending policies and procedures. Banking regulations limit a bank’s
credit exposure
by prohibiting unsecured loan relationships that exceed 10% of its capital; or 20% of capital,
if loans in excess of 10% of
capital are fully secured. Under these regulations, we are prohibited from having secured
loan relationships in excess of
approximately $22.2 million. Furthermore, we have an internal limit
for aggregate credit exposure (loans outstanding plus
unfunded commitments) to a single borrower of $20.0 million. Our loan policy requires
that the Loan Committee of the
Board of Directors approve any loan relationships that exceed this internal limit.
At December 31, 2023, the Bank had one
loan relationship exceeding our internal limit.
We periodically analyze
our commercial loan portfolio to determine if a concentration of credit
risk exists in any one or
more industries. We
use classification systems broadly accepted by the financial services industry in
order to categorize our
commercial borrowers. Loan concentrations to borrowers in the following classes
exceeded 25% of the Bank’s total risk-
based capital at December 31, 2023 (and related balances at December 31,
2022).
December 31
(In thousands)
2023
2022
Lessors of 1-4 family residential properties
$
56,912
$
52,278
Multi-family residential properties
45,841
41,084
Hotel/motel
39,131
33,378
Office buildings
30,871
27,074
The Company maintains the allowance for credit losses at a level that management believes
appropriate to adequately cover
the Company’s estimate of expected
losses in the loan portfolio. The allowance for credit losses was $6.9 million at
December 31, 2023 compared to $5.8 million at December 31, 2022, which management
believed to be adequate at each of
the respective dates. The assumptions, judgments and estimates, as well as the
methodologies and models associated with
the determination of the allowance for credit losses are described under “Critical Accounting Policies.”
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64
On January 1, 2023, we adopted ASC 326, which introduces the current expected
credit losses (CECL) methodology and
requires us to estimate all expected credit losses over the remaining life of our loan portfolio.
Accordingly, beginning in
2023, the allowance for credit losses represents an amount that, in management's evaluation,
is adequate to provide
coverage for all expected future credit losses on outstanding loans. As of December
31, 2023 and December 31, 2022, our
allowance for credit losses was approximately $6.9 million and $5.8
million, respectively, which our
management believes
to be adequate at each of the respective dates. Our allowance for credit losses as a percentage of total
loans was 1.23% at
December 31, 2023, compared to 1.14% at December 31, 2022.
The increase in the allowance for credit losses is largely the result of the implementation
of ASC 326 on January 1, 2023,
which resulted in an adjustment to the opening balance of the allowance for credit losses of
$1.0 million. Our CECL models
rely largely on projections of macroeconomic conditions to estimate
future credit losses. Macroeconomic factors used in the
model include the Alabama unemployment rate, the Alabama home price index, the national
commercial real estate price
index and the Alabama gross state product. Projections of these macroeconomic
factors, obtained from an independent third
party, are utilized to predict
quarterly rates of default.
See Note 5 to our Financial Statements.
Under the CECL methodology the allowance for credit losses is measured
on a collective basis for pools of loans with
similar risk characteristics, and for loans that do not share similar risk characteristics
with the collectively evaluated pools,
evaluations are performed on an individual basis. Losses are predicted over
a period of time determined to be reasonable
and supportable, and at the end of the reasonable and supportable period
losses are reverted to long term historical averages.
At December 31, 2023, reasonable and supportable periods of 4 quarters were utilized
followed by an 8 quarter straight line
reversion period to long term averages.
A summary of the changes in the allowance for credit losses and certain asset quality
ratios for the years ended December
31, 2023 and 2022 are presented below.
Year ended December 31
(Dollars in thousands)
2023
2022
Allowance for credit losses:
Balance at beginning of period
$
5,765
4,939
Impact of adopting ASC 326
1,019
—
Charge-offs:
Commercial and industrial
(164)
(222)
Consumer installment
(105)
(70)
Total charge
-offs
(269)
(292)
Recoveries:
Commercial and industrial
204
7
Commercial real estate
—
23
Residential real estate
14
26
Consumer installment
5
62
Total recoveries
223
118
Net charge-offs
(46)
(174)
Provision for credit losses
125
1,000
Ending balance
$
6,863
5,765
as a % of loans
1.23
%
1.14
as a % of nonperforming loans
753
%
211
Net charge-offs
as a % of average loans
0.01
%
0.04
Nonperforming Assets
At December 31, 2023 the Company had $0.9 million in nonperforming assets compared
to $2.7 million at December 31,
2022.
The decrease in nonperforming was primarily related to the resolution of a collateral
dependent nonperforming loan
relationship, with a recorded investment of $1.3 million, that was collected in full during
the second quarter of 2023.
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65
The table below provides information concerning total nonperforming assets
and certain asset quality ratios.
December 31
(Dollars in thousands)
2023
2022
Nonperforming assets:
Nonperforming (nonaccrual) loans
$
911
2,731
Total nonperforming assets
$
911
2,731
as a % of loans and other real estate owned
0.16
%
0.54
as a % of total assets
0.09
%
0.27
Nonperforming loans as a % of total loans
0.16
%
0.54
Accruing loans 90 days or more past due
$
—
—
The table below provides information concerning the composition of nonaccrual
loans at December 31, 2023 and 2022,
respectively.
December 31
(In thousands)
2023
2022
Nonaccrual loans:
Commercial and industrial
$
—
443
Commercial real estate
783
2,116
Residential real estate
128
172
Total nonaccrual loans
$
911
2,731
The Company discontinues the accrual of interest income when (1) there is a significant
deterioration in the financial
condition of the borrower and full repayment of principal and interest is not expected or
(2) the principal or interest is more
than 90 days past due, unless the loan is both well-secured and in the process of collection.
There were no loans 90 days past due and still accruing interest at December 31, 2023
and 2022, respectively.
The Company had no OREO at December 31, 2023 and 2022, respectively.
Deposits
December 31
(In thousands)
2023
2022
Noninterest bearing demand
$
270,723
311,371
NOW
190,724
178,641
Money market
148,040
214,298
Savings
88,541
95,652
Certificates of deposit under $250,000
100,572
93,017
Certificates of deposit and other time deposits of $250,000 or more
97,643
57,358
Total deposits
$
896,243
950,337
Total deposits decreased
$54.1 million, or 6%, to $896.2 million at December 31, 2023,
compared to $950.3 million at
December 31, 2022.
During 2023, deposit outflows due to the sale of $59.0 million of reciprocal deposits
were partially
offset by net deposit inflows of $4.9 million. The Company
had no brokered deposits at December 31, 2023 and 2022.
The
Company had no FHLB-Atlanta advances or other wholesale borrowings outstanding
at December 31, 2023 and 2022.
Noninterest-bearing deposits were $270.7 million, or 30% of total deposits, at December
31, 2023, compared to $311.4
million, or 33% of total deposits at December 31, 2022.
The decrease reflects net outflows to higher yield investment
alternatives in a rising interest rate environment and a decline in balances in existing accounts due to
increased customer
spending.
The average rates paid on total interest-bearing deposits were 1.21
%
in 2023 and 0.34% in 2022.
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66
At December 31, 2023, estimated uninsured deposits totaled $356.3
million, or 40% of total deposits, compared to $381.7
million, or 40% of total deposits at December 2022.
During 2023, the Bank began participating in the Certificates of
Deposit Account Registry Service (the “CDARS”) and the Insured Cash Sweep
product (“ICS”), which provide for
reciprocal (“two-way”) transactions among banks facilitated by IntraFi for the purpose
of maximizing FDIC insurance.
The
Company had no reciprocal deposits at December 31, 2023.
Uninsured amounts are estimated based on the portion of
account balances that exceed FDIC insurance limits.
The Bank’s uninsured deposits at December
31, 2023 and 2022
include approximately $206.2 million and $155.0 million, respectively,
of deposits of state, county and local governments
that are collateralized by securities having a fair value equal to such deposits.
Deposits of state, county and local
governments were 53% and 41% of our estimated uninsured deposits at December
31, 2023 and 2022, respectively.
The FDIC has proposed a special assessment on uninsured deposits of banks with over $5
billion in uninsured deposits to
the FDIC Deposit Insurance Fund’s costs
of the systemic risk determination made in connection with two recent bank
failures.
This proposal will not apply to AuburnBank.
Other Borrowings
The Company had no long-term debt at December 31, 2023 and 2022.
The Bank utilizes short and long-term non-deposit
borrowings from time to time. Short-term borrowings generally consist of federal
funds purchased and securities sold under
agreements to repurchase with an original maturity of one year or
less.
The Bank had available federal funds lines totaling
$61.0 million with no federal funds borrowed at December 31,
2023 and 2022, respectively. Securities
sold under
agreements to repurchase, which were entered into on behalf of certain customers
totaled $1.5
million and $2.6 million at
December 31, 2023 and 2022, respectively.
At December 31, 2023 and 2022, the Bank had no borrowings from the
Federal Reserve discount window.
The Company did not borrow under the Federal Reserve BTFP during 2023.
The Bank is a member of the FHLB-Atlanta and has borrowed, and may in the future borrow
from time to time under the
FHLB-Atlanta’s advance program
to obtain funding for its growth.
FHLB-Atlanta advances include both fixed and
variable terms and are taken out with varying maturities, and
which generally are secured by eligible assets.
The Bank had
no borrowings under FHLB-Atlanta’s advance
program at December 31, 2023 and 2022, respectively.
At those dates, the
Bank had $309.1 million and $312.6 million, respectively,
of available lines of credit at the FHLB-Atlanta.
Advances
include both fixed and variable terms and may be taken out with varying maturities.
The average rates paid on short-term borrowings were 2.21%
and 1.33%
in 2023 and 2022, respectively.
CAPITAL ADEQUACY
At December 31, 2023, the Company’s cons
olidated stockholders’ equity (book value) was $76.5 million, or $21.90
per
share, compared to $68.0 million, or $19.42 per share, at December 31, 2022. The increase
from December 31, 2022 was
primarily driven by net earnings of $1.4 million and other comprehensive income
of $11.9 million related to unrealized
gains/losses on securities available-for-sale, net of tax. These
increases were partially offset by cash dividends paid of
$3.8 million, a one-time charge of $0.8 million, net of tax, for the cumulative
effect to adopt the CECL accounting standard
on January 1, 2023, and $0.2 million in repurchases of the Company’s
common stock.
Unrealized securities losses do not
affect the Bank’s capital
for regulatory capital purposes.
The Company paid cash dividends of $1.08 per share in 2023, an increase of 2% from the
same period in 2022.
The
Company’s share repurchases
of $0.2 million since December 31, 2022 resulted in 10,108 fewer outstanding common
shares at December 31, 2023.
These shares were repurchased at an average cost per share of $22.63.
On January 1, 2015, the Company and Bank became subject to the Basel III regulatory capital
framework. The rules
included the implementation of a capital conservation buffer of CET1
capital of 2.5% that is added to the minimum
requirements for capital adequacy purposes.
A banking organization with a capital conservation buffer
of 2.5% or less is
subject to limitations on capital distributions from “eligible retained earnings”,
including dividend payments, share
repurchases and certain discretionary bonus payments. At December 31,
2023 and 2022, the Bank had a capital
conservation buffer of 7.52% and 8.25%, respectively.
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67
On August 26, 2020, the Federal Reserve and the other federal banking regulators adopted
a final rule that amended the
capital conservation buffer.
The new rule revises the definition of “eligible retained income”
for purposes of the maximum
payout ratio to allow banking organizations to more freely use their capital buffers
to promote lending and other financial
intermediation activities, by making the limitations on capital distributions
more gradual.
The eligible retained income is
now the greater of (i) net income for the four preceding quarters, net of distributions and associated
tax effects not reflected
in net income; and (ii) the average of all net income over the preceding four quarters.
This rule only affects the capital
buffers, and banking organizations were encouraged to
make prudent capital distribution decisions.
The Federal Reserve has treated us as a “small bank holding company’ under the Federal
Reserve’s Small Bank Holding
Company Policy. Accordingly,
our capital adequacy is evaluated at the Bank level, and not for the Company and its
consolidated subsidiaries. The Bank’s
tier 1 leverage ratio was 9.72%, CET1 risk-based capital ratio was 14.52%,
tier 1
risk-based capital ratio was 14.52%, and total risk-based capital ratio was 15.52%
at December 31, 2023. These ratios
exceed the minimum regulatory capital percentages of 5.0% for tier 1 leverage ratio,
6.5% for CET1 risk-based capital
ratio, 8.0% for tier 1 risk-based capital ratio, and 10.0% for total risk-based capital ratio
to be considered “well capitalized.”
The Bank’s capital conservation buffer
was 7.52%
at December 31, 2023.
On July 27, 2023, the Federal Reserve, the Comptroller of the Currency and the FDIC issued
a joint notice of proposed
rulemaking to implement the Basel III endgame components.
The proposal which is subject to public comment and change
only applies to banks and holding companies with $100 billion or more of assets.
The proposal includes provisions dealing
with:
●
Credit risk, which arises from the risk than an obligor fails to perform on an obligation
;
●
Market risk, which results from changes in the value of trading positions;
●
Operational risk, which is the risk of losses resulting from inadequate or failed internal process,
people, and
systems, or from external events; and
●
Credit valuation adjustment risk, which results from the risk of losses on certain derivative
contracts.
The Basel III endgame regulatory proposals are not applicable to the Company or the Bank.
MARKET AND LIQUIDITY RISK MANAGEMENT
Management’s objective is to manage assets and
liabilities to provide a satisfactory,
consistent level of profitability within
the framework of established liquidity,
loan, investment, borrowing, and capital policies. The Bank’s
Asset Liability
Management Committee (“ALCO”) is charged with the responsibility
of monitoring these policies, which are designed to
ensure an acceptable asset/liability composition. Two
critical areas of focus for ALCO are interest rate risk and liquidity
risk management.
Interest Rate Risk Management
In the normal course of business, the Company is exposed to market risk arising from
fluctuations in interest rates because
assets and liabilities may mature or reprice at different times. For example,
if liabilities reprice faster than assets, and
interest rates are generally rising, earnings will initially decline. In addition, assets
and liabilities may reprice at the same
time but by different amounts. For example, when the general level of interest rates is rising,
the Company may increase
rates paid on interest bearing demand deposit accounts and savings deposit
accounts by an amount that is less than the
general increase in market interest rates. Also, short-term and long-term
market interest rates may change by different
amounts. For example, a flattening yield curve may reduce the interest spread
between new loan yields and funding costs.
The yield curve has been inverted during 2023 and in the first months of 2024.
An inverted yield curve reduces the net
interest margin expansion that may be expected otherwise as
interest rates rise.
Further, the remaining maturity of
various
assets and liabilities may shorten or lengthen as interest rates change. For example, if long-term
mortgage interest rates
decline sharply, mortgage-backed
securities in the securities portfolio may prepay earlier than anticipated,
which could
reduce earnings. Interest rates may also have a direct or indirect effect
on loan demand, loan losses, mortgage origination
volume, the fair value of MSRs and other items affecting earnings.
ALCO measures and evaluates the interest rate risk so that we can meet customer demands
for various types of loans and
deposits. ALCO determines the most appropriate amounts of on-balance
sheet and off-balance sheet items. Measurements
used to help manage interest rate sensitivity include an earnings simulation and an economic
value of equity model.
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68
Earnings simulation
Management believes that interest rate risk is best estimated by our earnings simulation
modeling. On at least a quarterly
basis, we simulate the following 12-month time period to determine a baseline
net interest income forecast and the
sensitivity of this forecast to changes in interest rates. The baseline forecast assumes an
unchanged or flat interest rate
environment. Forecasted levels of earning assets, interest-bearing liabilities, and
off-balance sheet financial instruments are
combined with ALCO forecasts of market interest rates for the next 12
months and other factors in order to produce various
earnings simulations and estimates.
To help limit interest rate risk,
we have guidelines for earnings at risk which seek to limit the variance of net interest
income from gradual changes in interest rates.
For changes up or down in rates from management’s
flat interest rate
forecast over the next 12 months, policy limits for net interest income variances are as follows:
+/- 20% for a gradual change of 400 basis points
+/- 15% for a gradual change of 300 basis points
+/- 10% for a gradual change of 200 basis points
+/- 5% for a gradual change of 100 basis points
The following table reports the variance of net interest income over the next 12
months assuming a gradual change in
interest rates up or down when compared to the baseline net interest income
forecast at December 31, 2023.
Changes in Interest Rates
Net Interest Income % Variance
400 basis points
(5.45)
%
300 basis points
(3.85)
200 basis points
(2.32)
100 basis points
(1.03)
(100) basis points
(0.57)
(200) basis points
(1.33)
(300) basis points
(2.12)
(400) basis points
(2.95)
At December 31, 2023, our earnings simulation model indicated that
we were in compliance with the policy guidelines
noted above.
Economic Value
of Equity
Economic value of equity (“EVE”) measures the extent that estimated economic
values of our assets, liabilities and off-
balance sheet items will change as a result of interest rate changes. Economic values are
estimated by discounting expected
cash flows from assets, liabilities and off-balance sheet items, to
which establish
a base case EVE. In contrast with our
earnings simulation model which evaluates interest rate risk over a 12-month
timeframe, EVE uses a terminal horizon
which allows for the re-pricing of all assets, liabilities, and off-balance sheet items.
Further, EVE is measured using values
as of a point in time and does not reflect any actions that ALCO might take in responding to
or anticipating changes in
interest rates, or market and competitive conditions.
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69
To help limit interest rate risk,
we have stated policy guidelines for an instantaneous basis point change in interest rates,
such that our EVE should not decrease from our base case by more than the following:
35% for an instantaneous change of +/- 400 basis points
30% for an instantaneous change of +/- 300 basis points
25% for an instantaneous change of +/- 200 basis points
15% for an instantaneous change of +/- 100 basis points
The following table reports the variance of EVE assuming an immediate change in
interest rates up or down when
compared to the baseline EVE at December 31, 2023.
Changes in Interest Rates
EVE % Variance
400 basis points
(20.15)
%
300 basis points
(12.94)
200 basis points
(6.79)
100 basis points
(2.76)
(100) basis points
(0.13)
(200) basis points
(3.45)
(300) basis points
(10.88)
(400) basis points
(12.07)
At December 31, 2023, our EVE model indicated that we were in compliance
with the policy guidelines noted above.
Each of the above analyses may not, on its own, be an accurate indicator of how our net interest income
will be affected by
changes in interest rates. Income associated with interest-earning assets and costs associated
with interest-bearing liabilities
may not be affected uniformly by changes in interest rates. In addition,
the magnitude and duration of changes in interest
rates may have a significant impact on net interest income. For example, although certain
assets and liabilities may have
similar maturities or periods of repricing, they may react in different
degrees to changes in market interest rates, and other
economic and market factors, including market perceptions.
Interest rates on certain types of assets and liabilities fluctuate
in advance of changes in general market rates, while interest rates on other types of assets
and liabilities may lag behind
changes in general market rates. In addition, certain assets, such as adjustable-rate
mortgage loans, have features (generally
referred to as “interest rate caps and floors”) which limit changes in interest rates.
Prepayment and early withdrawal levels
also could deviate significantly from those assumed in calculating the maturity of certain instruments.
The ability of many
borrowers to service their debts also may decrease during periods of rising interest rates or
economic stress, which may
differ across industries and economic sectors. ALCO reviews each of the
above interest rate sensitivity analyses along with
several different interest rate scenarios in seeking satisfactory,
consistent levels of profitability within the framework of the
Company’s established liquidity,
loan, investment, borrowing, and capital policies.
The Company may also use derivative financial instruments to improve the balance between
interest-sensitive assets and
interest-sensitive liabilities and as one tool to manage interest rate sensitivity
while continuing to meet the credit and
deposit needs of our customers. From time to time, the Company may enter into
interest rate swaps (“swaps”) to facilitate
customer transactions and meet their financing needs. These swaps qualify as derivatives,
but are not designated as hedging
instruments. At December 31, 2023 and 2022, the Company had no derivative
contracts to assist in managing interest rate
sensitivity.
Liquidity Risk Management
Liquidity is the Company’s ability to convert
assets into cash equivalents in order to meet daily cash flow requirements,
primarily for deposit withdrawals, loan demand and maturing obligations. Without
proper management of its liquidity,
the
Company could experience higher costs of obtaining funds due to insufficient liquidity,
while excessive liquidity can lead
to a decline in earnings due to the cost of foregoing alternative higher-yielding
investment opportunities.
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70
Liquidity is managed at two levels. The first is the liquidity of the Company.
The second is the liquidity of the Bank. The
management of liquidity at both levels is essential, because the Company and the Bank are
separate and distinct legal
entities with different funding needs and sources, and each are subject
to regulatory guidelines and requirements. The
Company depends upon dividends from the Bank for liquidity to pay its operating expenses,
debt obligations and
dividends. The Bank’s payment of dividends depends
on its earnings, liquidity, capital
and the absence of any regulatory
restrictions.
The primary source of funding and liquidity for the Company has been dividends received
from the Bank. The Company
depends upon dividends from the Bank for liquidity to pay its operating expenses, debt
obligations, if any, and cash
dividends on, and repurchases of, Company common stock.
The Bank’s payment of dividends depends
on its earnings,
liquidity, capital and the absence
of any regulatory restrictions.
If needed, the Company could also issue common stock or
other securities.
Primary sources of funding for the Bank include customer deposits, other borrowings,
interest payments on earning assets,
repayment and maturity of securities and loans, sales of securities, and the sale of loans,
particularly residential mortgage
loans. Primary uses of funds include repayment of maturing obligations and
growing the loan portfolio.
The Bank has access to federal funds lines from various banks and borrowings from
the Federal Reserve discount window,
although it was not used by the Bank, the Federal Reserve’s
BTFP borrowing facility was available to the Bank during
2023.
In addition to these sources, the Bank is eligible to participate in the FHLB-Atlanta’s
advance program to obtain
funding for growth and liquidity.
Advances include both fixed and variable terms and may be taken out with varying
maturities. At December 31, 2023, the Bank had no FHLB-Atlanta advances outstanding
and available credit from the
FHLB-Atlanta of $312.6 million. At December 31, 2023, the Bank also had $61.0
million of available federal funds lines
with no borrowings outstanding.
The following table presents additional information about our contractual obligations
as of December 31, 2023, which by
their terms had contractual maturity and termination dates subsequent to December
31, 2023:
Payments due by period
1 year
1 to 3
3 to 5
More than
(Dollars in thousands)
Total
or less
years
years
5 years
Contractual obligations:
Deposit maturities (1)
$
896,243
864,461
16,866
14,916
—
Operating lease obligations
551
123
210
177
41
Total
$
896,794
864,584
17,076
15,093
41
(1) Deposits with no stated maturity (demand, NOW, money market, and savings deposits) are
presented in the "1 year or less" column
Management believes that the Company and the Bank have adequate sources of liquidity
to meet all known contractual
obligations and unfunded commitments, including loan commitments and reasonable
borrower, depositor,
and creditor
requirements over the next 12 months.
Off-Balance Sheet Arrangements
At December 31, 2023, the Bank had outstanding standby letters of credit of $0.6
million and unfunded loan commitments
outstanding of $73.6 million. Because these commitments generally
have fixed expiration dates and many will expire
without being drawn upon, the total commitment level does not necessarily represent
future cash requirements. If needed to
fund these outstanding commitments, the Bank has the ability to liquidate federal funds sold
,
obtain FHLB-Atlanta
advances, raise deposits,
sell securities available-for-sale, or purchase federal funds from other financial
institutions on a
short-term basis while it obtains the other longer-term funding.
Table of Contents
71
Residential mortgage lending and servicing activities
We primarily sell conforming
residential mortgage loans in the secondary market to Fannie Mae
while retaining the
servicing of these loans (MSRs). The sale agreements for these residential mortgage
loans with Fannie Mae and other
investors include various representations and warranties regarding the origination
and characteristics of the residential
mortgage loans. Although the representations and warranties vary among investors,
they typically cover ownership of the
loan, validity of the lien securing the loan, the absence of delinquent taxes or liens against the property securing
the loan,
compliance with loan criteria set forth in the applicable agreement, compliance with applicable
federal, state, and local
laws, among other matters.
The Bank sells mortgage loans to Fannie Mae and services these on an actual/actual basis.
As a result, the Bank is not
obligated to make any advances to Fannie Mae on principal and interest on such mortgage
loans where the borrower is
entitled to forbearance.
As of December 31, 2023, the unpaid principal balance of residential mortgage loans,
which we have originated and sold,
but retained the servicing rights (MSRs) totaled $215.5 million. Although these loans
are generally sold on a non-recourse
basis, except for breaches of customary seller representations and warranties,
we may have to repurchase residential
mortgage loans in cases where we breach such representations or
warranties or the other terms of the sale, such as where we
fail to deliver required documents or the documents we deliver are defective. Investors
also may require the repurchase of a
mortgage loan when an early payment default underwriting review reveals significant
underwriting deficiencies, even if the
mortgage loan has subsequently been brought current. Repurchase demands are typically reviewed
on an individual loan by
loan basis to validate the claims made by the investor and to determine if a contractually
required repurchase event has
occurred. We
seek to reduce and manage the risks of potential repurchases or other claims by mortgage loan investors
through our underwriting, quality assurance and servicing practices, including
good communications with our residential
mortgage investors.
We service all residential
mortgage loans originated and sold by us to Fannie Mae. As servicer,
our primary duties are to:
(1) collect payments due from borrowers; (2) advance certain delinquent payments
of principal and interest; (3) maintain
and administer any hazard, title, or primary mortgage insurance policies relating to the
mortgage loans; (4) maintain any
required escrow accounts for payment of taxes and insurance and administer escrow payments;
and (5) foreclose on
defaulted mortgage loans or take other actions to mitigate the potential losses to investors
consistent with the agreements
governing our rights and duties as servicer.
The agreement under which we act as servicer generally specifies our
standards of responsibility for actions taken by us in
such capacity and provides protection against expenses and liabilities incurred by us
when acting in compliance with the
respective servicing agreements. However, if
we commit a material breach of our obligations as servicer,
we may be subject
to termination if the breach is not cured within a specified period following notice. The
standards governing servicing and
the possible remedies for violations of such standards are determined by servicing
guides issued by Fannie Mae as well as
the contract provisions established between Fannie Mae and the Bank.
Remedies could include repurchase of an affected
loan.
Although to date repurchase requests related to representation and warranty provisions,
and servicing activities have been
limited, it is possible that requests to repurchase mortgage loans may increase in frequency
if investors more aggressively
pursue all means of recovering losses on their purchased loans. As of December
31, 2023, we believe that this exposure is
not material due to the historical level of repurchase requests and loss trends, the results of
our quality control reviews, and
the fact that 99% of our residential mortgage loans serviced for Fannie Mae
were current as of such date. We
maintain
ongoing communications with our investors and will continue to evaluate this exposure
by monitoring the level and number
of repurchase requests as well as the delinquency rates in our investor portfolios.
The Company was not required to repurchase any loans during 2023 and 2022 as a result of representation
and warranty
provisions contained in the Company’s sale agreements
with Fannie Mae, and had no pending repurchase or make-whole
requests at December 31, 2023.
Table of Contents
72
Effects of Inflation and Changing Prices
The consolidated financial statements and related consolidated financial data presented
herein have been prepared in
accordance with GAAP and practices within the banking industry which require
the measurement of financial position and
operating results in terms of historical dollars without considering the changes
in the relative purchasing power of money
over time due to inflation. Unlike most industrial companies, virtually all the assets and liabilities
of a financial institution
are monetary in nature. As a result, interest rates have a more significant impact on a
financial institution’s performance
than the effects of general levels of inflation.
Inflation can affect our noninterest expenses. It also can affect
our customers’ behaviors, and can affect the interest rates we
have to pay on our deposits and other borrowings, and the interest rates we earn on our earning
assets. The difference
between our interest expense and interest income is also affected by the shape
of the yield curve and the speeds at which
our assets and liabilities, respectively,
reprice in response to interest rate changes. The yield curve was inverted on
December 31, 2023, which means shorter term interest rates are higher than longer
interest rates. This results in a lower
spread between our costs of funds and our interest income. In addition, net interest income
could be affected by
asymmetrical changes in the different interest rate indexes, given that
not all our assets or liabilities are priced with the
same index. Higher market interest rates and sales or maturities of securities held by the
Federal Reserve to reduce inflation
generally reduce economic activity and may reduce loan demand and growth. Inflation
and related changes in market
interest rates, as the Federal Reserve acts to meet its long term inflation goal of 2%, also
can adversely affect the values and
liquidity of our loans and securities, the value of collateral for our loans, and the success of
our borrowers and such
borrowers’ available cash to pay interest on and principal of our loans to them.
Inflation is running at levels unseen in decades and, while it has declined during 2023,
it remains above the Federal
Reserve’s long term inflation goal of 2% annually.
Beginning in March 2022, the Federal Reserve has been raising target
federal funds interest rates and reducing its securities holdings in an effort
to reduce inflation. During 2022, the Federal
Reserve increased the target federal funds range from 0 – 0.25%
to 4.25 – 4.50%. The target federal funds rate was
increased another 25 basis points on each of January 31, March 7, May 3 and July 26, 2023
to 5.25-5.50%, and further
increases in the target federal funds rate may be made if inflation remains elevated.
The Federal Reserve has indicated it
will maintain higher target rates and restrictive monetary policy to
meet its 2% inflation rate over the longer term and
maximum employment goals. Our deposit costs may increase as the Federal
Reserve increases its target federal funds rate,
market interest rates increase, and as customer savings behaviors change as a result of inflation
and customers seek higher
market interest rates on deposits and other alternative investments. Monetary efforts
to control inflation pursuant to the
Federal Act’s mandate to “promote effectively
the goals of maximum employment, stable prices, and moderate long-term
interest rates,” may also affect unemployment which is an important component
in our CECL model used to estimate our
allowance for credit losses.
CURRENT ACCOUNTING DEVELOPMENTS
The following ASU has been issued by the FASB
but is not yet effective.
●
ASU 2023-02,
Investments – Equity Method and Joint Ventures
(Topic 323):
Accounting for Investments in Tax
Credit Structures Using
the Proportional Amortization Method;
and
●
ASU 2023-09,
Income Taxes
(Topic 740):
Improvements to Income Tax
Disclosures.
Information about this pronouncement is described in more detail below.
ASU 2023-02,
Investments – Equity Method and Joint Ventures
(Topic 323):
Accounting for Investments in Tax
Credit
Structures Using the Proportional
Amortization Method
, The amendments in this Update permit reporting entities to elect
to account for their tax equity investments, regardless of the tax credit program from
which the income tax credits are
received, using the proportional amortization method if certain conditions are
met. The new standard is effective for fiscal
years, and interim periods within those fiscal years, beginning after December
15, 2023. The Company does not expect the
new standard to have a material impact on the Company’s
consolidated financial statements.
ASU 2023-09,
Income Taxes
(Topic 740):
Improvements to Income Tax
Disclosures
, The amendments in this Update
enhance the transparency and decision usefulness of income tax disclosures.
For public business entities, the new standard
is effective for annual periods beginning after December 15, 2024.
The Company does not expect the new standard to have
a material impact on the Company’s consolid
ated financial statements.
Table of Contents
73
Table 1
– Explanation of Non-GAAP Financial Measures
In addition to results presented in accordance with GAAP,
this annual report on Form 10-K includes certain designated net
interest income amounts presented on a tax-equivalent basis, a non-GAAP financial
measure, including the presentation of
total revenue and the calculation of the efficiency ratio.
The Company believes the presentation of net interest income on a tax-equivalent
basis provides comparability of net
interest income from both taxable and tax-exempt sources and facilitates comparability
within the industry. Although the
Company believes these non-GAAP financial measures enhance investors’
understanding of its business and performance,
these non-GAAP financial measures should not be considered an alternative to
GAAP.
The reconciliation of these non-
GAAP financial measures from GAAP to non-GAAP is presented below.
Year ended December 31
(In thousands)
2023
2022
2021
2020
2019
Net interest income (GAAP)
$
26,328
27,166
23,990
24,338
26,064
Tax-equivalent adjustment
417
456
470
492
557
Net interest income (Tax-equivalent)
$
26,745
27,622
24,460
24,830
26,621
Table of Contents
74
Table 2
- Selected Financial Data
Year ended December 31
(Dollars in thousands, except per share amounts)
2023
2022
2021
2020
2019
Income statement
Tax-equivalent interest income (a)
$
34,791
30,001
26,977
28,686
30,804
Total interest expense
8,046
2,379
2,517
3,856
4,183
Tax equivalent net interest income (a)
26,745
27,622
24,460
24,830
26,621
Provision for credit losses
135
1,000
(600)
1,100
(250)
Total noninterest income
(2,981)
6,506
4,288
5,375
5,494
Total noninterest expense
22,594
19,823
19,433
19,554
19,697
Net earnings before income taxes and
tax-equivalent adjustment
1,035
13,305
9,915
9,551
12,668
Tax-equivalent adjustment
417
456
470
492
557
Income tax expense
(777)
2,503
1,406
1,605
2,370
Net earnings
$
1,395
10,346
8,039
7,454
9,741
Per share data:
Basic and diluted net earnings
$
0.40
2.95
2.27
2.09
2.72
Cash dividends declared
$
1.08
1.06
1.04
1.02
1.00
Weighted average shares outstanding
Basic and diluted
3,498,030
3,510,869
3,545,310
3,566,207
3,581,476
Shares outstanding
3,493,614
3,503,452
3,520,485
3,566,276
3,566,146
Stockholders' equity (book value)
$
21.90
19.42
29.46
30.20
27.57
Common stock price
High
$
24.50
34.49
48.00
63.40
53.90
Low
18.80
22.07
31.32
24.11
30.61
Period-end
$
21.28
23.00
32.30
42.29
53.00
To earnings ratio
53.20
x
7.80
14.23
20.23
19.49
To book value
97
%
118
110
140
192
Performance ratios:
Return on average equity
2.05
%
12.48
7.54
7.12
10.35
Return on average assets
0.14
%
0.96
0.78
0.83
1.18
Dividend payout ratio
270.00
%
35.93
45.81
48.80
36.76
Average equity to average assets
6.66
%
7.72
10.39
11.63
11.39
Asset Quality:
Allowance for credit losses as a % of:
Loans
1.23
%
1.14
1.08
1.22
0.95
Nonperforming loans
753
%
211
1,112
1,052
2,345
Nonperforming assets as a % of:
Loans and other real estate owned
0.16
%
0.54
0.18
0.12
0.04
Total assets
0.09
%
0.27
0.07
0.06
0.02
Nonperforming loans as % of loans
0.16
%
0.54
0.10
0.12
0.04
Net charge-offs (recoveries) as a % of average loans
0.01
%
0.04
0.02
(0.03)
0.03
Capital Adequacy (c):
CET 1 risk-based capital ratio
14.52
%
15.39
16.23
17.27
17.28
Tier 1 risk-based capital ratio
14.52
%
15.39
16.23
17.27
17.28
Total risk-based capital ratio
15.52
%
16.25
17.06
18.31
18.12
Tier 1 leverage ratio
9.72
%
10.01
9.35
10.32
11.23
Other financial data:
Net interest margin (a)
2.89
%
2.81
2.55
2.92
3.43
Effective income tax rate
(125.73)
%
19.48
14.89
17.72
19.57
Efficiency ratio (b)
95.08
%
58.08
67.60
64.74
61.33
Selected period end balances:
Securities
$
270,910
405,304
421,891
335,177
235,902
Loans, net of unearned income
557,294
504,458
458,364
461,700
460,901
Allowance for credit losses
6,863
5,765
4,939
5,618
4,386
Total assets
975,255
1,023,888
1,105,150
956,597
828,570
Total deposits
896,243
950,337
994,243
839,792
724,152
Total stockholders’ equity
76,507
68,041
103,726
107,689
98,328
(a) Tax-equivalent.
See "Table 1 - Explanation of Non-GAAP Financial Measures".
(b) Efficiency ratio is the result of noninterest expense divided
by the sum of noninterest income and tax-equivalent net interest
income.
(c) Regulatory capital ratios presented are for the Company's
wholly-owned subsidiary, AuburnBank.
Table of Contents
75
Table 3
- Average Balance
and Net Interest Income Analysis
Year ended December 31
2023
2022
Interest
Interest
Average
Income/
Yield/
Average
Income/
Yield/
(Dollars in thousands)
Balance
Expense
Rate
Balance
Expense
Rate
Interest-earning assets:
Loans and loans held for sale (1)
$
523,838
$
24,925
4.76%
$
454,604
$
20,241
4.45%
Securities - taxable
335,366
7,208
2.15%
364,006
6,576
1.81%
Securities - tax-exempt (2)
52,122
1,985
3.81%
61,614
2,172
3.53%
Total securities
387,488
9,193
2.37%
425,620
8,748
2.06%
Federal funds sold
5,221
250
4.79%
43,766
435
1.00%
Interest bearing bank deposits
8,593
423
4.92%
58,141
577
0.99%
Total interest-earning assets
925,140
34,791
3.76%
982,131
30,001
3.05%
Cash and due from banks
15,230
15,108
Other assets
81,438
77,496
Total assets
$
1,021,808
$
1,074,735
Interest-bearing liabilities:
Deposits:
NOW
$
193,451
1,907
0.99%
$
197,177
370
0.19%
Savings and money market
289,235
2,132
0.74%
327,139
649
0.20%
Certificates of deposits
175,085
3,935
2.25%
154,273
1,300
0.84%
Total interest-bearing deposits
657,771
7,974
1.21%
678,589
2,319
0.34%
Short-term borrowings
3,255
72
2.21%
4,516
60
1.33%
Total interest-bearing liabilities
661,026
8,046
1.22%
683,105
2,379
0.35%
Noninterest-bearing deposits
289,019
306,772
Other liabilities
3,697
1,933
Stockholders' equity
68,066
82,925
Total liabilities and
and stockholders' equity
$
1,021,808
$
1,074,735
Net interest income and margin
$
26,745
2.89%
$
27,622
2.81%
(1) Average loan balances are
shown net of unearned income and loans on nonaccrual status have been included
in the computation of average balances.
(2) Yields on tax-exempt securities have been
computed on a tax-equivalent basis using an income tax rate
of 21%.
Table of Contents
76
Table 4
- Volume and
Rate Variance
Analysis
Year ended December 31, 2023 vs. 2022
Year ended December 31, 2022 vs. 2021
Net
Due to change in
Net
Due to change in
(Dollars in thousands)
Change
Rate (2)
Volume (2)
Change
Rate (2)
Volume (2)
Interest income:
Loans and loans held for sale
$
4,684
1,390
3,294
$
(232)
(5)
(227)
Securities - taxable
632
1,247
(615)
2,469
1,687
782
Securities - tax-exempt (1)
(187)
174
(361)
(70)
(30)
(40)
Total securities
445
1,421
(976)
2,399
1,657
742
Federal funds sold
(185)
1,661
(1,846)
380
329
51
Interest bearing bank deposits
(154)
2,285
(2,439)
477
666
(189)
Total interest income
$
4,790
6,757
(1,967)
$
3,024
2,647
377
Interest expense:
Deposits:
NOW
$
1,537
1,574
(37)
$
158
122
36
Savings and money market
1,483
1,762
(279)
(6)
(66)
60
Certificates of deposits
2,635
2,167
468
(333)
(292)
(41)
Total interest-bearing deposits
5,655
5,503
152
(181)
(236)
55
Short-term borrowings
12
40
(28)
43
8
35
Total interest expense
5,667
5,543
124
(138)
(228)
90
Net interest income
$
(877)
1,214
(2,091)
$
3,162
2,875
287
(1) Yields on tax-exempt securities have been
computed on a tax-equivalent basis using an income
tax rate of 21%.
(2) Changes that are not solely a result of volume or rate have been allocated to volume.
Table of Contents
77
Table 5
- Net Charge-Offs (Recoveries) to Average
Loans
2023
2022
Net
Net
Net
(recovery)
Net
charge-off
(recoveries)
Average
charge-off
charge-offs
Average
(recovery)
(Dollars in thousands)
charge-off
Loans (2)
ratio
(recoveries)
Loans (2)
ratio
Commercial and industrial (1)
$
(40)
64,565
(0.06)
%
$
215
69,973
0.31
%
Construction and land development
—
66,492
—
—
44,177
—
Commercial real estate
—
274,779
—
(23)
247,374
(0.01)
Residential real estate
(14)
108,891
(0.01)
(26)
85,223
(0.03)
Consumer installment
100
9,638
1.04
8
7,915
0.10
Total
$
46
524,365
0.01
%
$
174
454,662
0.04
%
(1) Excludes PPP loans, which are guaranteed by the SBA.
(2) Gross loan balances.
Table of Contents
78
Table 6
- Loan Maturities
December 31, 2023
1 year
1 to 5
5 to 15
After 15
(Dollars in thousands)
or less
years
years
years
Total
Commercial and industrial
$
15,455
22,999
33,269
1,651
73,374
Construction and land development
37,684
27,105
3,540
—
68,329
Commercial real estate
23,139
111,988
148,200
3,980
287,307
Residential real estate
5,250
24,880
37,391
49,936
117,457
Consumer installment
4,159
5,536
1,132
—
10,827
Total loans
$
85,687
192,508
223,532
55,567
557,294
Table of Contents
79
Table 7
- Sensitivities to Changes in Interest Rates on Loans Maturing in More
Than One Year
December 31, 2023
Variable
Fixed
(Dollars in thousands)
Rate
Rate
Total
Commercial and industrial
$
84
57,835
57,919
Construction and land development
6,548
24,097
30,645
Commercial real estate
161
264,007
264,168
Residential real estate
49,561
62,646
112,207
Consumer installment
135
6,533
6,668
Total loans
$
56,489
415,118
471,607
Table of Contents
80
Table 8
- Allocation of Allowance for Credit Losses
2023
2022
(Dollars in thousands)
Amount
%*
Amount
%*
Commercial and industrial
$
1,288
13.2
$
747
13.1
Construction and land development
960
12.3
949
13.2
Commercial real estate
3,921
51.5
3,109
52.4
Residential real estate
546
21.1
828
19.4
Consumer installment
148
1.9
132
1.9
Total allowance for credit
losses
$
6,863
$
5,765
* Loan balance in each category expressed as a percentage of total loans.
Table of Contents
81
Table 9
- Estimated Uninsured Time Deposits by Maturity
(Dollars in thousands)
December 31, 2023
Maturity of:
3 months or less
$
12,503
Over 3 months through 6 months
21,940
Over 6 months through 12 months
50,384
Over 12 months
12,816
Total estimated uninsured
time deposits
$
97,643
Table of Contents
82
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The information called for by ITEM 7A is set forth in ITEM 7 under the caption
“Market and Liquidity Risk Management”
and is incorporated herein by reference.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.