Item 8. Financial Statements and Supplementary Data
ITEM 8.
FINANCIAL STATEMENTS
AND SUPPLEMENTARY
DATA
Index
Page
Report of Independent Registered Public Accounting Firm
(PCAOB ID:
149
)
84
Consolidated Balance Sheets
86
Consolidated Statements of Earnings
87
Consolidated Statements of Comprehensive Income
88
Consolidated Statements of Stockholders’ Equity
89
Consolidated Statements of Cash Flows
90
Notes to Consolidated Financial Statements
91
Table of Contents
84
Report of Independent Registered Public Accounting Firm
To the Stockholders
and Board of Directors of
Auburn National Bancorporation, Inc. and Subsidiary
Opinion on the Financial Statements
We
have
audited
the
accompanying
consolidated
balance
sheets
of
Auburn
National
Bancorporation,
Inc.
and
Subsidiary
(the
“Company”)
as
of
December
31,
2024
and
2023,
the
related
consolidated
statements
of
earnings,
comprehensive
income,
stockholders'
equity
and
cash
flows
for
the
years then
ended,
and
the
related
notes
to
the
consolidated
financial
statements (collectively,
the “financial
statements”).
In our
opinion,
the financial
statements present
fairly,
in all
material
respects, the financial
position of the
Company as of
December 31, 2024
and 2023, and
the results of
its operations
and its
cash
flows
for
the
years
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis for Opinion
These financial statements are
the responsibility of the
Company’s management.
Our responsibility is to express
an opinion
on
the
Company’s
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
Company
in
accordance
with
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange Commission and the PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform the
audit to
obtain reasonable
assurance about
whether the
financial statements
are free
of material
misstatement,
whether
due
to
error
or
fraud.
The
Company
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
its
internal control over financial reporting. As part of
our audits, we are required to obtain an understanding of
internal control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Company’s
internal
control over financial reporting. Accordingly,
we express no such opinion.
Our audits included
performing procedures to
assess the risks of
material misstatement of
the financial statements,
whether
due to error or
fraud, and performing
procedures that respond
to those risks. Such
procedures included examining,
on a test
basis, evidence
regarding the
amounts and
disclosures in
the financial
statements. Our
audits also
included
evaluating
the
accounting principles used
and significant estimates made
by management, as well
as evaluating the
overall presentation of
the financial statements. We
believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit
matters communicated
below are matters
arising from
the current period
audit of the
financial statements
that
were
communicated
or
required
to
be
communicated
to
the
audit
committee
and
that:
(1)
relate
to
accounts
or
disclosures that
are material
to the
financial statements
and (2)
involved our
especially challenging,
subjective or
complex
judgments. The
communication of
critical audit
matters does
not alter
in any
way our
opinion on
the financial
statements,
taken
as a
whole,
and
we
are not,
by communicating
the critical
audit
matters below,
providing
separate
opinions
on the
critical audit matters or on the accounts or disclosures to which they
relate.
Table of Contents
85
Allowance for Credit Losses
As described in Note 5 to the Company’s
consolidated financial statements, the Company has a gross
loan portfolio of $564
million and
related allowance
for credit
losses of
$6.9 million
as of
December 31,
2024. As
described by
the Company
in
Note 1, 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
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.
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 loss
given default
(“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.
Projections
of
macroeconomic
factors
are
obtained
from
an independent
third
party
and
are utilized
to predict
quarterly
rates
of default
based on the statistical PD models.
The weighted average remaining
life method uses an annual charge
-off rate over several
vintages to
estimate credit
losses. 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.
We
identified the
Company’s
estimate of
the allowance
for credit
losses (“ACL”)
as a
critical audit
matter.
The principal
considerations for our determination
of the allowance for credit
losses as a critical audit
matter related to the high
degree of
subjectivity
in
the
Company’s
judgments
in
determining
the
macroeconomic
data
in
the
reasonable
and
supportable
forecasts, as
well as
the qualitative
factors. Auditing
these complex
judgments and
assumptions by
the Company
involves
especially challenging
auditor judgment
due to
the nature
and extent
of audit
evidence and
effort required
to address
these
matters, including the extent of specialized skill or knowledge needed.
The primary procedures we performed to address this critical audit matter included
the following:
●
We
obtained
an
understanding
of
the
Company’s
process
for
establishing
the
ACL,
including
the
selection
and
application of forecasts and the basis
for development and related adjustments
of the qualitative factor components
of the ACL.
●
We
evaluated
the
reasonableness
of
management’s
application
of
qualitative
factor
adjustments
to
the
ACL,
including
the
comparison
of
factors
considered
by
management
to
third
party
or
internal
sources
as
well
as
evaluated the appropriateness and level of the qualitative factor adjustments.
●
We
assessed the overall
trends in credit
quality,
including adjustments for
the qualitative factors
by comparing the
overall allowance for credit losses to those recorded by the Company’s
peer institutions.
●
We
evaluated
subsequent
events
and
transactions
and
considered
whether
they
corroborated
or
contradicted
the
Company’s conclusion.
/s/
Elliott Davis, LLC
We have served
as the Company's auditor since 2015.
Greenville, South Carolina
March 11, 2025
Table of Contents
86
AUBURN NATIONAL
BANCORPORATION,
INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31
(Dollars in thousands, except share data)
2024
2023
Assets:
Cash and due from banks
$
15,142
$
27,127
Federal funds sold
37,200
31,412
Interest bearing bank deposits
41,012
12,830
Cash and cash equivalents
93,354
71,369
Securities available-for-sale
243,012
270,910
Loans, net of unearned income
564,017
557,294
Allowance for credit losses
( 6,871 )
( 6,863 )
Loans, net
557,146
550,431
Premises and equipment, net
45,931
45,535
Bank-owned life insurance
17,513
17,110
Other assets
20,368
19,900
Total assets
$
977,324
$
975,255
Liabilities:
Deposits:
Noninterest-bearing
$
260,874
$
270,723
Interest-bearing
634,950
625,520
Total deposits
895,824
896,243
Federal funds purchased and securities sold under agreements to repurchase
—
1,486
Accrued expenses and other liabilities
3,208
1,019
Total liabilities
899,032
898,748
Stockholders' equity:
Preferred stock of $
0.01
par value; authorized
200,000
shares;
issued shares - none
—
—
Common stock of $
0.01
par value; authorized
8,500,000
shares;
issued
3,957,135
shares
39
39
Additional paid-in capital
3,802
3,801
Retained earnings
115,759
113,398
Accumulated other comprehensive loss, net
( 29,607 )
( 29,029 )
Less treasury stock, at cost -
463,436
shares and
463,521
shares
at December 31, 2024 and 2023, respectively
( 11,701 )
( 11,702 )
Total stockholders’
equity
78,292
76,507
Total liabilities and stockholders’
equity
$
977,324
$
975,255
See accompanying notes to consolidated financial statements
Table of Contents
87
AUBURN NATIONAL
BANCORPORATION,
INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
Year ended December 31
(Dollars in thousands, except share and per share data)
2024
2023
Interest income:
Loans, including fees
$
29,735
$
24,925
Securities:
Taxable
5,430
7,208
Tax-exempt
294
1,568
Federal funds sold and interest-bearing bank deposits
3,273
673
Total interest income
38,732
34,374
Interest expense:
Deposits
11,604
7,974
Short-term borrowings
3
72
Total interest expense
11,607
8,046
Net interest income
27,125
26,328
Provision for credit losses
36
135
Net interest income after provision for credit
losses
27,089
26,193
Noninterest income:
Service charges on deposit accounts
614
603
Mortgage lending
608
430
Bank-owned life insurance
403
411
Other
1,849
1,870
Securities losses, net
—
( 6,295 )
Total noninterest income
3,474
( 2,981 )
Noninterest expense:
Salaries and benefits
12,534
12,101
Net occupancy and equipment
2,508
2,954
Professional fees
1,188
1,299
FDIC and other regulatory assessments
564
631
Other
5,372
5,609
Total noninterest expense
22,166
22,594
Earnings before income taxes
8,397
618
Income tax expense (benefit)
2,000
( 777 )
Net earnings
$
6,397
$
1,395
Net earnings per share:
Basic and diluted
$
1.83
$
0.40
Weighted average shares
outstanding:
Basic and diluted
3,493,690
3,498,030
See accompanying notes to consolidated financial statements
Table of Contents
88
AUBURN NATIONAL
BANCORPORATION,
INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Year ended December 31
(Dollars in thousands)
2024
2023
Net earnings
$
6,397
$
1,395
Other comprehensive (loss) income, net of tax:
Unrealized net holding (loss) gain on securities, net of
tax benefit of $
195
and tax expense of $
2,407
for the years
ended December 31, 2024 and 2023, respectively
( 578 )
7,177
Reclassification adjustment for net loss on securities
recognized in net earnings, net of tax benefit of none and $
1,581
for the years ended December 31, 2024 and 2023, respectively
—
4,714
Other comprehensive (loss) income
( 578 )
11,891
Comprehensive income
$
5,819
$
13,286
See accompanying notes to consolidated financial statements
Table of Contents
89
AUBURN NATIONAL
BANCORPORATION,
INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
Accumulated
Common
Additional
other
Shares
Common
paid-in
Retained
comprehensive
Treasury
(Dollars in thousands, except share data)
Outstanding
Stock
capital
earnings
(loss) income
stock
Total
Balance, December 31, 2022
3,503,452
$
39
3,797
116,600
( 40,920 )
( 11,475 )
$
68,041
Cumulative effect of change in
accounting standard
—
—
—
( 821 )
—
—
( 821 )
Net earnings
—
—
—
1,395
—
—
1,395
Other comprehensive income
—
—
—
—
11,891
—
11,891
Cash dividends paid ($
1.08
per share)
—
—
—
( 3,776 )
—
—
( 3,776 )
Stock repurchases
( 10,108 )
—
—
—
—
( 229 )
( 229 )
Sale of treasury stock
270
—
4
—
—
2
6
Balance, December 31, 2023
3,493,614
$
39
$
3,801
$
113,398
$
( 29,029 )
$
( 11,702 )
$
76,507
Cumulative effect of change in
accounting standard
—
—
—
( 263 )
—
—
( 263 )
Net earnings
—
—
—
6,397
—
—
6,397
Other comprehensive loss
—
—
—
—
( 578 )
—
( 578 )
Cash dividends paid ($
1.08
per share)
—
—
—
( 3,773 )
—
—
( 3,773 )
Sale of treasury stock
85
—
1
—
—
1
2
Balance, December 31, 2024
3,493,699
$
39
$
3,802
$
115,759
$
( 29,607 )
$
( 11,701 )
$
78,292
See accompanying notes to consolidated financial statements
Table of Contents
90
AUBURN NATIONAL
BANCORPORATION,
INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Year ended December 31
(In thousands)
2024
2023
Cash flows from operating activities:
Net earnings
$
6,397
$
1,395
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Provision for credit losses
36
135
Depreciation and amortization
1,933
1,700
Premium amortization and discount accretion, net
1,505
2,380
Deferred tax expense (benefit)
438
( 195 )
Net loss on sale of securities available for sale
—
6,295
Net gain on sale of loans held for sale
( 261 )
( 71 )
Loans originated for sale
( 10,439 )
( 4,141 )
Proceeds from sale of loans
10,622
4,174
Increase in cash surrender value of bank owned life insurance
( 403 )
( 359 )
Income recognized from death benefit on bank-owned life insurance
—
( 52 )
Net (increase) decrease in other assets
( 1,168 )
2,652
Net increase (decrease) in accrued expenses and other liabilities
2,149
( 2,011 )
Net cash provided by operating activities
$
10,809
$
11,902
Cash flows from investing activities:
Proceeds from sales of securities available-for-sale
—
111,269
Proceeds from maturities, paydowns and calls of securities available-for
-sale
25,620
30,329
Increase in loans, net
( 6,709 )
( 52,892 )
Net purchases of premises and equipment
( 2,089 )
( 418 )
Decrease (increase) in FHLB stock
32
( 164 )
Proceeds from bank-owned life insurance death benefit
—
216
Proceeds from surrender of bank-owned life insurance
—
3,037
Net cash provided by investing activities
$
16,854
$
91,377
Cash flows from financing activities:
Net decrease in noninterest-bearing deposits
( 9,849 )
( 40,648 )
Net increase (decrease) in interest-bearing deposits
9,430
( 13,446 )
Net decrease in federal funds purchased and securities sold
under agreements to repurchase
( 1,486 )
( 1,065 )
Stock repurchases
—
( 229 )
Dividends paid
( 3,773 )
( 3,776 )
Net cash used in financing activities
$
( 5,678 )
$
( 59,164 )
Net change in cash and cash equivalents
$
21,985
$
44,115
Cash and cash equivalents at beginning of period
71,369
27,254
Cash and cash equivalents at end of period
$
93,354
$
71,369
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest
$
11,520
$
7,516
Income taxes
1,244
1,230
See accompanying notes to consolidated financial statements
Table of Contents
91
AUBURN NATIONAL
BANCORPORATION,
INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nature of Business
Auburn National Bancorporation, Inc. (the “Company”) is a bank holding company
whose primary business is conducted
by its wholly-owned subsidiary,
AuburnBank (the “Bank”). AuburnBank is a commercial bank located in
Auburn,
Alabama. The Bank provides a full range of banking services in its primary
market area, Lee County,
which includes the
Auburn-Opelika Metropolitan Statistical Area.
Basis of Presentation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries, which are
managed as a single business segment. Significant intercompany
transactions and accounts are eliminated in consolidation.
Revenue Recognition
The Company’s sources of
income that fall within the scope of ASC 606 include service charges on deposits, investment
services, interchange fees and gains and losses on sales of other real estate,
all of which are presented as components of
noninterest income. The following is a summary of the revenue streams that
fall within the scope of ASC 606:
Service charges on deposits, investment services, ATM
and interchange fees – Fees from these services are either
transaction-based, for which the performance obligations are satisfied when the individual transaction
is processed, or set
periodic service charges, for which the performance
obligations are satisfied over the period the service is provided.
Transaction-based fees are recognized at
the time the transaction is processed, and periodic service charges are recognized
over the service period.
Gains on sales of other real estate
–
A gain on sale should be recognized when a contract for sale exists and control of the
asset has been transferred to the buyer.
ASC 606 lists several criteria required to conclude that a contract for sale exists,
including a determination that the institution will collect substantially all of
the consideration to which it is entitled. In
addition to the loan-to-value, the analysis is based on various other factors, including the credit quality
of the borrower, the
structure of the loan, and any other factors that may affect collectability.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities as of the balance sheet date and the reported
amounts of income and expense during the
reporting period. Actual results could differ from those estimates. Material
estimates that are particularly susceptible to
significant change in the near term include the determination of
the allowance for credit losses, fair value measurements,
valuation of other real estate owned, and valuation of deferred tax assets.
Reclassifications
Certain amounts reported in the prior period have been reclassified to conform
to the current-period presentation. These
reclassifications had no impact on the Company’s
previously reported net earnings or total stockholders’ equity.
Subsequent Events
The Company has evaluated the effects of events or transactions
through the date of this filing that have occurred
subsequent to December 31, 2024. The Company does not believe there
are any material subsequent events that would
require further recognition or disclosure.
Table of Contents
92
Correction of Error
The disclosure of loans by vintage in Note 5 – Loans and Allowance for Credit
Losses in the Company’s Annual
Report on
Form 10-K for year ended December 31, 2023 contained incorrect
information as it pertains to loans originated by vintage
and revolving loans.
All current period gross charge-off data, total loans by segment
and total loans by credit quality
indicator were correctly reported.
The loans originated by vintage and revolving loans as of December 31, 2023 have been
corrected in the comparative presentation in Note 5 – Loans and Allowance
for Credit Losses in the Notes herein.
Accounting Standards Adopted in 2024
ASU 2023-02,
Investments – Equity Method and Joint Ventures
(Topic
323): Accounting for Investments in Tax
Credit
Structures Using the Proportional
Amortization Method
.
ASU 2023-02 now permits reporting entities to elect to account
for their equity investments made primarily to receive income tax credits
and other income tax benefits, regardless of the
program from which the income tax credits or benefits 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 adopted ASU 2023-02 effective January 1, 2024 and
recorded a cumulative effect
of change in accounting standard adjustment which reduced beginning
retained earnings by $0.3 million and reduced our
investment in New Markets Tax
Credits (“NMTCs”) by $0.4 million.
The Company, beginning January
1, 2024, accounts
for its investments in NMTCs using the proportional amortization method through
charges to the provision for income
taxes. See Note 3, Variable
Interest Entities.
ASU 2023-07,
Segment Reporting (Topic
280) - Improvement to Reportable Segment
Disclosures.
The amendments in
ASU 2023-07 improve financial reporting by requiring disclosure of incremental
segment information on an annual basis to
enable investors to develop more decisions-useful financial analyses.
ASU 2023-07 is effective for fiscal years beginning
after December 31, 2023.
The Company has adopted ASU 2023-07 as of January 1, 2024 and has determined that
its
banking services and branch locations meet the aggregation criteria of ASC 280,
Segment Reporting
, since each of its
banking services and branch locations offer similar products and
services, operate in a similar manner, have similar
customers and report to the same regulatory authority,
and therefore operate one line of business located in a single
geographic area.
The Company's Chief Executive Officer has been identified as the
chief operating decision maker
(“CODM”).
The CODM regularly assesses performance of the aggregated single
operating and reporting segment and decides how to
allocate resources based on the net income calculated on the same basis as the net income
reported in the Company's
consolidated statements of earnings and other comprehensive earnings
and total assets calculated on the same basis as the
total assets reported in the Company’s
consolidated balance sheets. The CODM is also regularly provided with expense
information at a level that is consistent with that disclosed in the Company's consolidated
statements of earnings and other
comprehensive earnings.
Issued not yet effective accounting standards
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
consolidated financial statements.
Table of Contents
93
Cash Equivalents
Cash equivalents include cash on hand, cash items in process of collection,
amounts due from banks, including interest
bearing deposits with other banks, and federal funds sold.
Securities
Securities are classified based on management’s
intention at the date of purchase. At December 31, 2024, all of the
Company’s securities were classified
as available-for-sale. Securities available-for-sale are used
as part of the Company’s
interest rate risk and liquidity management strategy,
and they may be sold in response to changes in interest rates, changes
in prepayment risks or other factors. All securities classified as available-for-sale are recorded
at fair value with any
unrealized gains and losses reported in accumulated other comprehensive income
(loss), net of the deferred income tax
effects. Interest and dividends on securities, including
the amortization of premiums and accretion of discounts are
recognized in interest income using the effective interest
method.
Premiums are amortized to the earliest call date while
discounts are accreted over the estimated life of the security.
Realized gains and losses from the sale of securities are
determined using the specific identification method.
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.
Loans held for sale
The Company originates residential mortgage loans for sale.
Such loans are carried at the lower of cost or estimated fair
value in the aggregate.
Loan sales are recognized when the transaction closes, the proceeds are collected,
and ownership is
transferred.
Continuing involvement, through the sales agreement, consists of the right to service
the loan for a fee for the
life of the loan, if applicable.
Gains on the sale of loans held for sale are recorded net of related costs, such as
commissions, and reflected as a component of mortgage lending income in
the consolidated statements of earnings.
The Bank makes various representations and warranties to the purchaser
of the residential mortgage loans they originated
and sells, primarily to Fannie Mae.
Every loan closed by the Bank’s mortgage
center is run through Fannie Mae or other
purchasing government sponsored enterprise (“GSE”) automated
underwriting system.
Any exceptions noted during this
process are remedied prior to sale.
These representations and warranties also apply to underwriting the real
estate appraisal
opinion of value for the collateral securing these loans.
Failure by the Company to comply with the underwriting and/or
appraisal standards could result in the Company being required to repurchase
the mortgage loan or to reimburse the investor
for losses incurred (make whole requests) if the Company cannot cure
such failure within the specified period following
discovery.
Loans
Loans that management has the intent and ability to hold for the foreseeable
future or until maturity or payoff are reported
at amortized cost. Amortized cost is the principal balance outstanding,
net of purchase premiums and discounts and
deferred fees and costs. Accrued interest receivable related to loans
is recorded in other assets on the consolidated balance
sheets. Interest income is accrued on the unpaid principal balance.
Loan origination fees, net of certain direct origination
costs, are deferred and recognized in interest income using methods that approximate
a level yield without anticipating
prepayments.
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94
The accrual of interest is generally discontinued when a loan becomes 90 days
past due and is not well collateralized and in
the process of collection, or when management believes, after considering economic
and business conditions and collection
efforts, that the principal or interest will not be collectible in the
normal course of business. Past due status is based on
contractual terms of the loan. A loan is considered to be past due when a scheduled
payment has not been received 30 days
after the contractual due date.
All accrued but unpaid interest is reversed against interest income when a loan is placed
on nonaccrual status. Interest
received on such loans is accounted for using the cost-recovery method,
until the loan qualifies for return to accrual.
Loans
are returned to accrual status when all the principal and interest amounts contractually
due are brought current, there is a
sustained period of repayment performance, and future payments are
reasonably assured. Otherwise, under the cost
recovery method, interest income is not recognized until the loan balance
is reduced to zero.
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 confirms the
loan balance is uncollectible.
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
respective loan segments (commercial and industrial, construction and land development,
commercial real estate,
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.
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 loss given default (“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, 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
predict 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.
During the first quarter of 2024, as part of the Company’s
ongoing model monitoring procedures, the annual loss driver
analysis and prepayment, curtailment and funding studies were performed.
The analysis and studies resulted in changes for
all DCF models.
The changes were a result of updating the Company’s
peer group and incorporating data through 2022.
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.
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95
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 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 secured by real estate with balances equal to or greater than $500 thousand and
loans not secured by real estate with
balances equal to or greater than $250 thousand 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.
Premises and Equipment
Land is carried at cost. Land improvements, buildings and improvements,
and furniture, fixtures, and equipment are carried
at cost, less accumulated depreciation computed on a straight-line metho
d
over the estimated useful lives of the assets or the
expected terms of the leases, if shorter.
Expected terms include lease option periods to the extent that the exercise of such
options is reasonably assured.
Nonmarketable equity investments
Nonmarketable equity investments include equity securities that are not
publicly traded and securities acquired for various
purposes. The Bank is required to maintain certain minimum levels of equity
investments in (i) Federal Reserve Bank of
Atlanta based on the Bank’s capital stock
and surplus, and the (ii) Federal Home Bank of Atlanta (“FHLB – Atlanta”)
based on various factors including, the Bank’s
total assets, its borrowings and outstanding letters of credit from the FHLB -
Atlanta and its “acquired member asset” sales to FHLB - Atlanta.
These nonmarketable 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. These securities can only
be redeemed or sold at their par
value by the respective issuer bank or,
in the case of FHLB – Atlanta stock upon FHLB – Atlanta approval sale to another
member of FHLB – Atlanta and law applicable to the member.
The Company records these nonmarketable equity securities
as a component of other assets, which are periodically evaluated for
impairment. Management considers these
nonmarketable 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.
Transfers of Financial Assets
Transfers of an entire financial asset (i.e. loan sales), a group
of entire financial assets, or a participating interest in an entire
financial asset (i.e. loan participations sold) are accounted for as sales when control
over the assets have been surrendered.
Control over transferred assets is deemed to be surrendered when (1)
the assets have been isolated from the Company,
(2) the transferee obtains the right (free of conditions that constrain it from
taking that right) to pledge or exchange the
transferred assets, and (3) the Company does not maintain effective
control over the transferred assets through an
agreement to repurchase them before their maturity.
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96
Mortgage Servicing Rights
The Company recognizes as assets the rights to service mortgage loans
which it originates and sells to others, principally
Fannie Mae.
These servicing rights are called “MSRs”.
The Company determines the fair value of MSRs on sold loans at
the date the loan is transferred.
An estimate of the Company’s MSRs is determined
using assumptions that market
participants would use in estimating future net servicing income, including
estimates of prepayment speeds, discount rate,
default rates, cost to service, escrow account earnings, contractual servicing
fee income, ancillary income, and late fees.
Subsequent to the date of sale of the residential mortgage loans, the Company
has elected to measure its MSRs on such sold
mortgage loans under the amortization method.
Under the amortization method, MSRs are amortized in proportion to, and
over the period of, estimated net servicing income.
The amortization of MSRs is analyzed monthly and is adjusted to
reflect changes in prepayment speeds, as well as other factors.
MSRs are evaluated for impairment based on the fair value
of those assets.
Impairment is determined by stratifying MSRs into groupings based
on predominant risk characteristics,
such as interest rate and loan type.
If, by individual stratum, the carrying amount of the MSRs exceeds fair value, a
valuation allowance is established through a charge to earnings.
The valuation allowance is adjusted as the fair value
changes.
MSRs are included in the other assets category in the accompanying consolidated
balance sheets at the lower of
cost or fair value.
See Note 13 “Fair Value”
Securities sold under agreements to repurchase
Securities sold under agreements to repurchase generally mature less than one
year from the transaction date. Securities
sold under agreements to repurchase are reflected as a secured borrowing in the accompanying
consolidated balance sheets
at the amount of cash received in connection with each transaction.
Income Taxes
Deferred tax assets and liabilities are the expected future tax amounts
for the temporary differences between carrying
amounts and tax bases of assets and liabilities, computed using enacted tax
rates. A valuation allowance, if needed, reduces
deferred tax assets to the amount expected to be realized.
The net deferred tax asset is reflected as a component of other
assets in the accompanying consolidated balance sheets.
Income tax expense or benefit for the year is allocated among continuing operations
and other comprehensive income
(loss), as applicable. The amount allocated to continuing operations is the income
tax effect of the pretax income or loss
from continuing operations that occurred during the year,
plus or minus income tax effects of (1) changes in certain
circumstances that cause a change in judgment about the realization of deferred
tax assets in future years, (2) changes in
income tax laws or rates, and (3) changes in income tax status, subject to certain
exceptions.
The amount allocated to other
comprehensive income (loss) is related solely to changes in the valuation allowance
on items that are normally accounted
for in other comprehensive income (loss) such as unrealized gains or losses on
available-for-sale securities.
In accordance with ASC 740,
Income Taxes
, a tax position is recognized as a benefit only if it is “more likely than not” that
the tax position would be sustained in a tax examination, with a tax examination being
presumed to occur. The amount
recognized is the largest amount of tax benefit that is greater than
50% likely of being realized on examination. For tax
positions not meeting the “more likely than not” test, no tax benefit is recorded.
It is the Company’s policy to recognize
interest and penalties related to income tax matters in income tax expense. The
Company and its wholly-owned subsidiaries
file consolidated Federal and State of Alabama income tax returns.
Fair Value
Measurements
ASC 820,
Fair Value
Measurements,
which defines fair value, establishes a framework for measuring fair value
in U.S.
generally accepted accounting principles and expands disclosures about
fair value measurements. ASC 820 applies only to
fair-value measurements that are already required
or permitted by other accounting standards.
The definition of fair value
focuses on the exit price, i.e., the price that would be received to sell an asset or paid to transfer a
liability in an orderly
transaction between market participants at the measurement date,
not the entry price, i.e., the price that would be paid to
acquire the asset or received to assume the liability at the measurement date.
The statement emphasizes that fair value is a
market-based measurement; not an entity-specific measurement.
Therefore, the fair value measurement should be
determined based on the assumptions that market participants would
use in pricing the asset or liability.
For more
information related to fair value measurements, please refer to Note 13, Fair
Value.
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97
NOTE 2: BASIC AND DILUTED NET EARNINGS PER SHARE
Basic net earnings per share is computed by dividing net earnings by the weighted
average common shares outstanding for
the year.
Diluted net earnings per share reflect the potential dilution that could occur upon exercise of
securities or other
rights for, or convertible into, shares of
the Company’s common stock.
As of December 31, 2024 and 2023, respectively,
the Company had no such securities or other rights issued or outstanding,
and therefore, no dilutive effect to consider for
the diluted net earnings per share calculation.
The basic and diluted net earnings per share computations for the respective
years are presented below.
Year ended December 31
(Dollars in thousands, except share and per share data)
2024
2023
Basic and diluted:
Net earnings
$
6,397
$
1,395
Weighted average
common shares outstanding
3,493,690
3,498,030
Net earnings per share
$
1.83
$
0.40
NOTE 3: VARIABLE
INTEREST ENTITIES
Generally, a variable interest
entity (“VIE”) is a corporation, partnership, trust or other legal structure that does not
have
equity investors with substantive or proportional voting rights or has
equity investors that do not provide sufficient financial
resources for the entity to support its activities.
At December 31, 2024, the Company did not have any consolidated VIEs and
had one nonconsolidated VIE, which is
discussed below.
New Markets Tax
Credit Investment
The New Markets Tax
Credit (“NMTC”) program provides federal tax incentives to investors to make
investments in
distressed communities and promotes economic improvement through
the development of successful businesses in these
communities.
The NMTCs are available to investors over seven years and is subject to recapture if
certain events occur
during such period.
The Company had one NMTC investment with a balance of $0.9 million and $
1.7
million at December
31, 2024 and 2023, respectively,
which is included in other assets in the Company’s
consolidated balance sheets as a VIE.
While the Company’s investment
exceeds 50% of the outstanding equity interests in this VIE, the Company
does not
consolidate the VIE because the Company lacks the power to direct the activities of
the VIE, and therefore is not a primary
beneficiary of the VIE.
The Company adopted ASU 2023-02 as of January 1, 2024 which allows us to account
for our NMTC investment using the
proportional amortization method.
The following table presents a summary of our NMTC investment at December
31,
2024, and the related tax credit and amortization expense for 2024.
(Dollars in thousands)
December 31,
2024
Balance Sheet Location
New Markets Tax Credit
investment
$
898
Other assets
(Dollars in thousands)
Year ended
December 31,
2024
Income Statement Location
Income tax credits and other income tax benefits
$
( 445 )
Income tax expense
Amortization expense
369
Income tax expense
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98
NOTE 4: SECURITIES
At December 31, 2024 and 2023, respectively,
all securities within the scope of ASC 320,
Investments – Debt and Equity
Securities
were classified as available-for-sale.
The fair value and amortized cost for securities available-for-sale by
contractual maturity at December 31, 2024 and 2023, respectively,
are presented below.
1 year
1 to 5
5 to 10
After 10
Fair
Gross Unrealized
Amortized
(Dollars in thousands)
or less
years
years
years
Value
Gains
Losses
Cost
December 31, 2024
Agency obligations (a)
$
—
26,655
25,756
—
52,411
—
7,734
$
60,145
Agency MBS (a)
10
19,863
14,904
138,899
173,676
—
28,901
202,577
State and political subdivisions
—
966
8,244
7,715
16,925
—
2,901
19,826
Total available-for-sale
$
10
47,484
48,904
146,614
243,012
—
39,536
$
282,548
December 31, 2023
Agency obligations (a)
$
331
10,339
43,209
—
53,879
—
8,195
$
62,074
Agency MBS (a)
32
15,109
22,090
161,058
198,289
—
27,838
226,127
State and political subdivisions
—
—
9,691
9,051
18,742
1
2,731
21,472
Total available-for-sale
$
363
25,448
74,990
170,109
270,910
1
38,764
$
309,673
(a) Includes securities issued by U.S. government agencies or government
sponsored entities.
Expected lives of
these securities may differ from contractual maturities because (i)
issuers may have the right to call or repay such securities
obligations with or without prepayment penalties and (ii) loans included in Agency
MBS generally have the right to prepay
such loans in whole or in part at any time.
Securities with aggregate fair values of $
222.3
million and $
211.8
million at December 31, 2024 and 2023, respectively,
were pledged to secure public deposits, securities sold under agreements
to repurchase, FHLB advances, and for other
purposes required or permitted by law.
Included in other assets on the accompanying consolidated balance sheets are nonmarketable
equity investments.
The
carrying amounts of nonmarketable equity investments were $
1.4
million at both December 31, 2024 and 2023,
respectively.
Nonmarketable equity investments include FHLB-Atlanta stock, Federal
Reserve Bank stock, and stock in a
privately held financial institution.
Fair Value
and Gross Unrealized Losses
The fair values and gross unrealized losses on securities at December
31, 2024 and 2023, respectively,
segregated by those
securities that have been in an unrealized loss position for less than 12 months and
12 months or more are presented below.
Less than 12 Months
12 Months or Longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
(Dollars in thousands)
Value
Losses
Value
Losses
Value
Losses
December 31, 2024:
Agency obligations
$
—
—
52,411
7,734
52,411
$
7,734
Agency MBS
7
—
173,669
28,901
173,676
28,901
State and political subdivisions
1,798
17
14,776
2,884
16,574
2,901
Total
$
1,805
17
240,856
39,519
242,661
$
39,536
December 31, 2023:
Agency obligations
$
—
—
53,879
8,195
53,879
$
8,195
Agency MBS
66
1
198,223
27,837
198,289
27,838
State and political subdivisions
793
2
14,408
2,729
15,201
2,731
Total
$
859
3
266,510
38,761
267,369
$
38,764
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99
For the
securities in
the previous
table, 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.
Unrealized losses
have not
been
recognized
into
income
as
the
decline
in
fair
value
is
largely
due
to
changes
in
interest
rates
and
other
market
conditions.
For the securities
in the
previous table,
as of December
31, 2024,
management does
not intend to
sell and
it is
likely that management will not be required to sell the securities prior to their anticipated
recovery.
Agency Obligations
Investments
in
agency
obligations
are
guaranteed
of
full
and
timely
payments
by
the
issuing
agency.
Based
on
management's
analysis
and
judgement,
there
were
no
credit
losses attributable
to
the
Company’s
investments
in
agency obligations at December 31, 2024.
Agency MBS
Investments in
agency MBS
are issued
by Ginnie
Mae, Fannie
Mae, and
Freddie Mac.
Each of
these agencies
provide a
guarantee of full and
timely payments of principal
and interest by the issuing
agency.
Based on management's analysis
and
judgement, there were no credit losses attributable to the Company’s
investments in agency MBS at December 31, 2024.
State and Political Subdivisions
Investments
in
state
and
political
subdivisions
are
securities
issued
by
various municipalities
in
the
United
States.
The
majority
of
the
portfolio was
rated
AA
or
higher,
with
no
securities
rated
below
investment
grade
at
December
31,
2024.
Based
on
management's
analysis
and
judgement,
there
were
no
credit
losses
attributable
to
the
Company’s
investments in state and political subdivisions at December 31, 2024.
Realized Gains and Losses
The following table presents the gross realized gains and losses on sales related to securities.
Year ended December 31
(Dollars in thousands)
2024
2023
Gross realized gains
$
—
1
Gross realized losses
—
( 6,296 )
Realized losses, net
$
—
( 6,295 )
NOTE 5: LOANS AND ALLOWANCE
FOR CREDIT LOSSES
December 31
(In thousands)
2024
2023
Commercial and industrial
$
63,274
$
73,374
Construction and land development
82,493
68,329
Commercial real estate:
Owner occupied
55,346
66,783
Hotel/motel
35,210
39,131
Multifamily
43,556
45,841
Other
155,880
135,552
Total commercial
real estate
289,992
287,307
Residential real estate:
Consumer mortgage
60,399
60,545
Investment property
58,228
56,912
Total residential real
estate
118,627
117,457
Consumer installment
9,631
10,827
Total loans, net of unearned
income
564,017
557,294
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100
Loans secured by real estate were approximately
87.1
% of the total loan portfolio at December 31, 2024.
At December 31,
2024, the Company’s geographic
loan distribution was concentrated primarily in Lee County,
Alabama and surrounding
areas.
The loan portfolio segment is defined as the level at which an entity develops
and documents a systematic method for
determining its allowance for credit losses. As part of the Company’s
quarterly assessment of the allowance, the loan
portfolio is disaggregated into the following portfolio segments:
commercial and industrial, construction and land
development, commercial real estate, residential real estate and consumer installment.
Where appropriate, the Company’s
loan portfolio segments are further disaggregated into classes. A class is generally
determined based on the initial
measurement attribute, risk characteristics of the loan, and an entity’s
method for monitoring and determining credit risk.
The following describe the risk characteristics relevant to each of the portfolio
segments and classes.
Commercial and industrial (“C&I”) —
includes loans to finance business operations, equipment purchases, or
other needs
for small and medium-sized commercial customers. Also
included in this category are loans to finance agricultural
production.
Generally, the primary source of repayment
is the cash flow from business operations and activities of the
borrower.
Construction and land development (“C&D”) —
includes both loans and credit lines for the purpose of purchasing,
carrying and developing land into commercial developments or residential
subdivisions. Also included are loans and lines
for construction of residential, multi-family and commercial buildings.
Generally the primary source of repayment is
dependent upon the sale or refinance of the real estate collateral.
Commercial real estate
(“CRE”) —
includes loans disaggregated in these classes:
Owner occupied
– includes loans secured by business facilities to finance business operations, equipment
and
owner-occupied facilities primarily for small and medium-sized
commercial customers.
Generally the primary source
of loan repayment are the cash flows from the business operations and activities of the borrower,
who owns the
property.
Hotel/motel
– includes loans for hotels and motels.
Generally, the primary
source of repayment is dependent upon
income generated from the real estate collateral.
The underwriting of these loans takes into consideration the
occupancy and rental rates, as well as the financial health of the borrower.
Multifamily
– primarily includes loans to finance income-producing multi-family
properties. Loans in this class include
loans for 5 or more unit residential property and apartments leased to residents.
Generally, the primary source
of
repayment is dependent upon income generated from the real estate collateral. The
underwriting of these loans takes
into consideration the occupancy and rental rates, as well as the financial health of
the borrower.
Other
– primarily includes loans to finance income-producing commercial
properties. Loans in this class include loans
for neighborhood retail centers,
medical and professional offices, single retail stores, industrial
buildings, and
warehouses leased generally to local businesses and residents. Generally,
the primary source of repayment is dependent
upon income generated from the real estate collateral. The underwriting of these
loans takes into consideration the
occupancy and rental rates as well as the financial health of the borrower.
Residential real estate (“RRE”) —
includes loans disaggregated into two classes:
Consumer mortgage
– primarily includes
first or second lien mortgages and home equity lines to consumers that are
secured by a primary residence or second home. These loans are underwritten in accordance
with the Bank’s general
loan policies and procedures which require, among other things, proper documentation
of each borrower’s financial
condition, satisfactory credit history and property value.
Investment property
– primarily includes loans to finance income-producing 1-4 family residential
properties.
Generally, the primary source of repayment
is dependent upon income generated from leasing the property securing the
loan. The underwriting of these loans takes into consideration the rental rates as well as
the financial health of the
borrower.
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101
Consumer installment —
includes loans to individuals both secured by personal property and unsecured.
Loans include
personal lines of credit, automobile loans, and other retail loans.
These loans are underwritten in accordance with the
Bank’s general loan policies and procedures
which require, among other things, proper documentation of
each borrower’s
financial condition, satisfactory credit history,
and if applicable, property value.
The following is a summary of current, accruing past due and nonaccrual loans by portfolio
class as of December 31, 2024
and 2023.
Accruing
Accruing
Total
30-89 Days
Greater than
Accruing
Non-
Total
(In thousands)
Current
Past Due
90 days
Loans
Accrual
Loans
December 31, 2024:
Commercial and industrial
$
63,163
12
—
63,175
99
$
63,274
Construction and land development
82,089
—
—
82,089
404
82,493
Commercial real estate:
Owner occupied
55,346
—
—
55,346
—
55,346
Hotel/motel
35,210
—
—
35,210
—
35,210
Multifamily
43,556
—
—
43,556
—
43,556
Other
155,880
—
—
155,880
—
155,880
Total commercial
real estate
289,992
—
—
289,992
—
289,992
Residential real estate:
Consumer mortgage
59,677
722
—
60,399
—
60,399
Investment property
58,179
49
—
58,228
—
58,228
Total residential real
estate
117,856
771
—
118,627
—
118,627
Consumer installment
9,579
52
—
9,631
—
9,631
Total
$
562,679
835
—
563,514
503
$
564,017
December 31, 2023:
Commercial and industrial
$
73,108
266
—
73,374
—
$
73,374
Construction and land development
68,329
—
—
68,329
—
68,329
Commercial real estate:
Owner occupied
66,000
—
—
66,000
783
66,783
Hotel/motel
39,131
—
—
39,131
—
39,131
Multifamily
45,841
—
—
45,841
—
45,841
Other
135,552
—
—
135,552
—
135,552
Total commercial
real estate
286,524
—
—
286,524
783
287,307
Residential real estate:
Consumer mortgage
60,442
—
—
60,442
103
60,545
Investment property
56,597
290
—
56,887
25
56,912
Total residential real
estate
117,039
290
—
117,329
128
117,457
Consumer installment
10,781
46
—
10,827
—
10,827
Total
$
555,781
602
—
556,383
911
$
557,294
Table of Contents
102
Credit Quality Indicators
The credit quality of the loan portfolio is summarized no less frequently than
quarterly using categories similar to the
standard asset classification system used by the federal banking agencies.
These categories are utilized to develop the
associated allowance for credit losses using historical losses adjusted for
qualitative and environmental factors and are
defined as follows:
●
Pass – loans which are well protected by the current net worth and paying capacity
of the obligor (or guarantors, if
any) or by the fair value, less cost to acquire and sell, of any underlying collateral.
●
Special Mention – loans with potential weakness that may,
if not reversed or corrected, weaken the credit or
inadequately protect the Company’s
position at some future date. These loans are not adversely classified and do
not expose an institution to sufficient risk to warrant an adverse classification.
●
Substandard Accruing – loans that exhibit a well-defined weakness which
presently jeopardizes debt repayment,
even though they are currently performing. These loans are characterized
by the distinct possibility that the
Company may incur a loss in the future if these weaknesses are not corrected.
Nonaccrual – includes loans where management has determined that full payment
of principal and interest is not expected.
The following tables presents credit quality indicators for the loan portfolio
segments and classes by year of origination as
of December 31, 2024 and 2023.
The December 31, 2023 table has been revised to correct revolving loans and properly
allocate loans by year of origination.
See Note 1: Summary of Significant Accounting Policies – Correction of Error.
Table of Contents
103
(Dollars in thousands)
2024
2023
2022
2021
2020
Prior to
2020
Revolving
Loans
Total
Loans
December 31, 2024:
Commercial and industrial
Pass
$
11,290
7,265
8,488
9,677
4,659
16,989
4,425
$
62,793
Special mention
49
74
—
—
—
—
—
123
Substandard
50
21
181
7
—
—
—
259
Nonaccrual
—
99
—
—
—
—
—
99
Total commercial and industrial
11,389
7,459
8,669
9,684
4,659
16,989
4,425
63,274
Current period gross charge-offs
—
—
9
—
—
—
—
9
Construction and land development
Pass
31,144
29,520
16,504
1,794
1,434
104
1,589
$
82,089
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
404
—
—
—
—
—
—
404
Total construction and land development
31,548
29,520
16,504
1,794
1,434
104
1,589
82,493
Current period gross charge-offs
—
—
—
—
—
—
—
—
Commercial real estate:
Owner occupied
Pass
1,921
11,206
6,776
17,114
3,396
12,030
1,552
$
53,995
Special mention
—
249
—
—
591
—
—
840
Substandard
511
—
—
—
—
—
—
511
Nonaccrual
—
—
—
—
—
—
—
—
Total owner occupied
2,432
11,455
6,776
17,114
3,987
12,030
1,552
55,346
Current period gross charge-offs
—
—
—
—
—
—
—
—
Hotel/motel
Pass
480
6,480
5,303
3,079
1,299
14,437
4,132
$
35,210
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total hotel/motel
480
6,480
5,303
3,079
1,299
14,437
4,132
35,210
Current period gross charge-offs
—
—
—
—
—
—
—
—
Table of Contents
104
(Dollars in thousands)
2024
2023
2022
2021
2020
Prior to
2020
Revolving
Loans
Total
Loans
December 31, 2024:
Multi-family
Pass
3,739
6,041
17,037
1,863
3,493
6,400
4,983
43,556
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total multi-family
3,739
6,041
17,037
1,863
3,493
6,400
4,983
43,556
Current period gross charge-offs
—
—
—
—
—
—
—
—
Other
Pass
43,753
21,085
32,521
21,249
16,743
16,289
4,120
155,760
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
120
—
—
120
Nonaccrual
—
—
—
—
—
—
—
—
Total other
43,753
21,085
32,521
21,249
16,863
16,289
4,120
155,880
Current period gross charge-offs
—
—
—
—
—
—
—
—
Residential real estate:
Consumer mortgage
Pass
5,885
18,389
18,434
2,466
2,565
10,590
808
59,137
Special mention
243
—
—
—
2
486
—
731
Substandard
—
—
—
—
—
531
—
531
Nonaccrual
—
—
—
—
—
—
—
—
Total consumer mortgage
6,128
18,389
18,434
2,466
2,567
11,607
808
60,399
Current period gross charge-offs
—
—
—
—
—
61
—
61
Investment property
Pass
10,339
10,824
10,651
8,305
11,435
4,794
1,317
57,665
Special mention
—
—
—
—
—
—
—
—
Substandard
278
40
93
9
143
—
—
563
Nonaccrual
—
—
—
—
—
—
—
—
Total investment property
10,617
10,864
10,744
8,314
11,578
4,794
1,317
58,228
Current period gross charge-offs
—
—
—
—
—
—
—
—
Consumer installment
Pass
5,015
2,057
1,911
296
90
113
67
9,549
Special mention
—
9
—
9
—
—
—
18
Substandard
39
15
10
—
—
—
—
64
Nonaccrual
—
—
—
—
—
—
—
—
Total consumer installment
5,054
2,081
1,921
305
90
113
67
9,631
Current period gross charge-offs
25
42
42
1
—
4
—
114
Total loans
Pass
113,566
112,867
117,625
65,843
45,114
81,746
22,993
559,754
Special mention
292
332
—
9
593
486
—
1,712
Substandard
878
76
284
16
263
531
—
2,048
Nonaccrual
404
99
—
—
—
—
—
503
Total loans
$
115,140
113,374
117,909
65,868
45,970
82,763
22,993
$
564,017
Total current period gross charge-offs
$
25
42
51
1
—
65
—
184
Table of Contents
105
Year of Origination
2023
2022
2021
2020
2019
Prior to
2019
Revolving
Loans
Total
Loans
(Dollars in thousands)
December 31, 2023:
Commercial and industrial
Pass
$
11,571
18,074
13,746
5,602
7,298
7,819
9,003
$
73,113
Special mention
—
—
—
—
—
—
—
—
Substandard
55
203
—
—
3
—
—
261
Nonaccrual
—
—
—
—
—
—
—
—
Total commercial and industrial
11,626
18,277
13,746
5,602
7,301
7,819
9,003
73,374
Current period gross charge-offs
—
—
13
—
151
—
—
164
Construction and land development
Pass
38,646
25,382
1,716
1,526
120
157
782
68,329
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total construction and land development
38,646
25,382
1,716
1,526
120
157
782
68,329
Current period gross charge-offs
—
—
—
—
—
—
—
—
Commercial real estate:
Owner occupied
Pass
12,966
7,337
18,548
10,458
3,948
9,786
2,647
65,690
Special mention
260
—
—
—
—
—
—
260
Substandard
—
—
—
—
50
—
—
50
Nonaccrual
—
—
—
—
783
—
—
783
Total owner occupied
13,226
7,337
18,548
10,458
4,781
9,786
2,647
66,783
Current period gross charge-offs
—
—
—
—
—
—
—
—
Hotel/motel
Pass
9,025
9,873
3,205
1,493
3,881
11,654
—
39,131
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total hotel/motel
9,025
9,873
3,205
1,493
3,881
11,654
—
39,131
Current period gross charge-offs
—
—
—
—
—
—
—
—
Table of Contents
106
Year of Origination
2023
2022
2021
2020
2019
Prior to
2019
Revolving
Loans
Total
Loans
(Dollars in thousands)
December 31, 2023:
Multi-family
Pass
12,379
17,955
1,953
6,112
3,790
3,043
609
45,841
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total multi-family
12,379
17,955
1,953
6,112
3,790
3,043
609
45,841
Current period gross charge-offs
—
—
—
—
—
—
—
—
Other
Pass
25,810
36,076
31,687
14,597
10,736
15,440
1,052
135,398
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
154
—
—
—
154
Nonaccrual
—
—
—
—
—
—
—
—
Total other
25,810
36,076
31,687
14,751
10,736
15,440
1,052
135,552
Current period gross charge-offs
—
—
—
—
—
—
—
—
Residential real estate:
Consumer mortgage
Pass
20,147
20,177
2,683
2,665
1,281
12,217
249
59,419
Special mention
—
—
—
—
190
305
—
495
Substandard
—
—
—
—
—
528
—
528
Nonaccrual
—
—
—
—
—
103
—
103
Total consumer mortgage
20,147
20,177
2,683
2,665
1,471
13,153
249
60,545
Current period gross charge-offs
—
—
—
—
—
—
—
—
Investment property
Pass
13,398
12,490
9,397
12,209
5,485
1,865
1,478
56,322
Special mention
41
—
—
—
—
—
—
41
Substandard
43
248
—
233
—
—
—
524
Nonaccrual
—
—
—
—
—
25
—
25
Total investment property
13,482
12,738
9,397
12,442
5,485
1,890
1,478
56,912
Current period gross charge-offs
—
—
—
—
—
—
—
—
Consumer installment
Pass
5,688
3,837
740
206
106
141
—
10,718
Special mention
9
25
9
2
—
—
—
45
Substandard
37
11
5
11
—
—
—
64
Nonaccrual
—
—
—
—
—
—
—
—
Total consumer installment
5,734
3,873
754
219
106
141
—
10,827
Current period gross charge-offs
34
57
13
1
—
—
—
105
Total loans
Pass
149,630
151,201
83,675
54,868
36,645
62,122
15,820
553,961
Special mention
310
25
9
2
190
305
—
841
Substandard
135
462
5
398
53
528
—
1,581
Nonaccrual
—
—
—
—
783
128
—
911
Total loans
$
150,075
151,688
83,689
55,268
37,671
63,083
15,820
$
557,294
Total current period gross charge-offs
$
34
57
26
1
151
—
—
269
Table of Contents
107
Allowance for Credit Losses
The Company adopted ASC 326 on January 1, 2023, which introduced
the Current Expected Credit Losses (“CECL”)
methodology for estimating all expected losses over the life of a financial asset.
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.
The composition of the provision for (reversal of) credit losses for the respective
periods is presented below.
Year ended December 31,
(Dollars in thousands)
2024
2023
Provision for credit losses:
Loans
$
(6)
$
125
Reserve for unfunded commitments
42
10
Total provision for (reversal
of) credit losses
$
36
$
135
The following table details the changes in the allowance for credit losses by portfolio
segment for the years ended
December 31, 2024 and 2023.
(in thousands)
Commercial
and industrial
Construction
and land
Development
Commercial
Real Estate
Residential
Real Estate
Consumer
Installment
Total
Balance, December 31, 2022
$
747
949
3,109
828
132
$
5,765
Impact of adopting ASC 326
532
( 17 )
873
( 347 )
( 22 )
1,019
Charge-offs
( 164 )
—
—
—
( 105 )
( 269 )
Recoveries
204
—
—
14
5
223
Net (charge-offs) recoveries
40
—
—
14
( 100 )
( 46 )
Provision
( 31 )
28
( 61 )
51
138
125
Balance, December 31, 2023
$
1,288
960
3,921
546
148
$
6,863
Charge-offs
( 9 )
—
—
( 61 )
( 114 )
( 184 )
Recoveries
144
—
—
9
45
198
Net recoveries (charge-offs)
135
—
—
( 52 )
( 69 )
14
Provision
( 179 )
99
( 79 )
94
59
( 6 )
Balance, December 31, 2024
$
1,244
1,059
3,842
588
138
$
6,871
Table of Contents
108
The Company did not recognize any interest income on nonaccrual loans
during 2024 and 2023.
The Company designates individually evaluated loans on nonaccrual status as collateral
-dependent loans, as well as other
loans that management of the Company designates as having higher risk.
Collateral-dependent loans are loans for which
the repayment is expected to be provided substantially through the operation
or sale of the collateral and the borrower is
experiencing financial difficulty.
These loans do not share common risk characteristics and are not included within the
collectively evaluated loans for determining the allowance for credit losses.
Under CECL, for collateral-dependent loans,
the Company has adopted the practical expedient to measure the allowance
for credit losses based on the fair value of
collateral.
The allowance for credit losses is calculated on an individual loan basis based
on the shortfall between the fair
value of the loan’s collateral, which
is adjusted for liquidation costs/discounts, and amortized costs.
If the fair value of the
collateral exceeds the amortized cost, no allowance is required.
The following table presents the amortized cost basis of collateral dependent loans,
which are individually evaluated to
determine expected credit losses for the years ended December 31, 2024 and 2023:
(Dollars in thousands)
Real
Estate
Business Assets
Total Loans
December 31, 2024:
Commercial and industrial
$
—
99
$
99
Construction and land development
404
—
404
Total
$
404
99
$
503
December 31, 2023:
Commercial real estate
$
783
—
$
783
Total
$
783
—
$
783
The gross interest income which would have been recorded under the original terms
of those nonaccrual loans had they
been accruing interest, amounted to approximately $
14
thousand and $
47
thousand for the years ended December 31, 2024
and 2023, respectively.
The following table summarizes the Company’s
nonaccrual loan by major categories as of December 31, 2024 and 2023.
Nonaccrual loans
Nonaccrual loans
Total
(Dollars in thousands)
with no Allowance
with an Allowance
Nonaccrual Loans
December 31, 2024
Commercial and industrial
$
—
99
$
99
Construction and land development
404
—
404
Total
$
404
99
$
503
December 31, 2023
Commercial real estate
$
783
—
$
783
Residential real estate
—
128
128
Total
$
783
128
$
911
The Company had no modifications to loans made to borrowers experiencing
financial difficulty at December 31, 2024 and
2023.
Table of Contents
109
NOTE 6: PREMISES AND EQUIPMENT
Premises and equipment at December 31, 2024 and 2023 is presented
below.
December 31
(Dollars in thousands)
2024
2023
Land and improvements
$
12,800
12,800
Buildings and improvements
36,978
35,442
Furniture, fixtures, and equipment
4,335
3,986
Construction in progress
38
39
Total premises and
equipment
54,151
52,267
Less:
accumulated depreciation
( 8,220 )
( 6,732 )
Premises and equipment, net
$
45,931
45,535
Depreciation expense was approximately $
1.7
million and $
1.4
million for the years ended December 31, 2024 and 2023,
respectively, and is a component
of net occupancy and equipment expense in the consolidated statements of earnings.
NOTE 7: MORTGAGE SERVICING
RIGHTS, NET
MSRs are recognized
based on the
fair value of
the servicing rights
on the date
the corresponding mortgage
loans are sold.
An
estimate
of
the
Company’s
MSRs
is
determined
using
assumptions
that
market
participants
would
use
in
estimating
future net
servicing income,
including estimates
of prepayment
speeds, discount
rate, default
rates, cost
to service,
escrow
account earnings,
contractual servicing
fee income,
ancillary income,
and late
fees.
Subsequent to
the date
of transfer,
the
Company
has
elected
to
measure
its
MSRs
under
the
amortization
method.
Under
the
amortization
method,
MSRs
are
amortized in proportion
to, and over
the period of,
estimated net servicing
income. Servicing
fee income is
recorded net
of
related amortization expense and recognized in earnings as part of mortgage
lending income.
The Company has recorded MSRs related to loans sold without recourse to
Fannie Mae.
The Company generally sells
conforming, fixed-rate, closed-end, residential mortgages to Fannie Mae.
MSRs are included in other assets on the
accompanying consolidated balance sheets.
The Company evaluates MSRs for impairment on a quarterly basis.
Impairment is determined by stratifying MSRs into
groupings based on predominant risk characteristics, such as interest rate and loan
type.
If, by individual stratum, the
carrying amount of the MSRs exceeds fair value, a valuation allowance is established.
The valuation allowance is adjusted
as the fair value changes.
Changes in the valuation allowance are recognized in earnings as a component
of mortgage
lending income.
The following table details the changes in amortized MSRs and the related valuation
allowance for the years ended
December 31, 2024 and 2023.
Year ended December 31
(Dollars in thousands)
2024
2023
Beginning balance
$
992
1,151
Additions, net
79
38
Amortization expense
( 179 )
( 197 )
Ending balance
$
892
992
Valuation
allowance included in MSRs, net:
Beginning of period
$
—
—
End of period
—
—
Fair value of amortized MSRs:
Beginning of period
$
2,382
2,369
End of period
2,204
2,382
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110
Data and assumptions used in the fair value calculation related to MSRs at December
31, 2024 and 2023, respectively,
are
presented below.
December 31
(Dollars in thousands)
2024
2023
Unpaid principal balance
$
205,915
216,648
Weighted average
prepayment speed (CPR)
7.3
%
6.0
Discount rate (annual percentage)
10.0
%
10.5
Weighted average
coupon interest rate
3.6
%
3.5
Weighted average
remaining maturity (months)
242
245
Weighted average
servicing fee (basis points)
25.0
25.0
At December 31, 2024, the weighted average amortization period
for MSRs was
7.1
years.
Estimated amortization expense
for each of the next five years is presented below.
(Dollars in thousands)
December 31, 2024
2025
$
118
2026
104
2027
91
2028
80
2029
71
NOTE 8:
DEPOSITS
At December 31, 2024, the scheduled maturities of certificates of deposit
and other time deposits are presented below.
(Dollars in thousands)
December 31, 2024
2025
$
174,608
2026
7,972
2027
6,267
2028
1,636
2029
764
Thereafter
—
Total certificates of
deposit and other time deposits
$
191,247
Additionally, at December
31, 2024 and 2023, approximately $
87.7
million and $
97.6
million, respectively, of certificates
of deposit and other time deposits were issued in denominations greater
than $250 thousand.
At December 31, 2024 and 2023, the amount of deposit accounts in overdraft
status that were reclassified to loans on the
accompanying consolidated balance sheets was not material.
Table of Contents
111
NOTE 9: LEASE COMMITMENTS
We lease certain office
facilities and equipment under operating leases. Rent expense for all operating
leases totaled $
0.1
million and $
0.2
million for the years ended December 31, 2024 and 2023, respectively.
Aggregate lease right of use assets
were $
0.2
million and $
0.5
million at December 31, 2024 and 2023, respectively.
Aggregate lease liabilities were $0.2
million and $
0.5
million at December 31, 2024 and 2023, respectively.
Rent expense includes amounts related to items that
are not included in the determination of lease right of use assets including expenses
related to short-term leases totaling
$
0.1
million for the year ended December 31, 2024.
Lease payments under operating leases that were applied to our operating lease
liability totaled $
0.1
million during the year
ended December 31, 2024. The following table reconciles future undiscounted
lease payments due under non-cancelable
operating leases (those amounts subject to recognition) to the aggregate
operating lease liability as of December 31, 2024.
Future lease
(Dollars in thousands)
payments
2025
$
81
2026
60
2027
60
2028
45
2029
—
Thereafter
—
Total undiscounted
operating lease liabilities
$
246
Imputed interest
15
Total operating lease liabilities
included in the accompanying consolidated balance sheets
$
231
Weighted-average
lease terms in years
3.47
Weighted-average
discount rate
3.20
%
NOTE 10:
INCOME TAXES
For the years ended December 31, 2024 and 2023 the components of
income tax expense from continuing operations are
presented below.
Year ended December 31
(Dollars in thousands)
2024
2023
Current income tax expense (benefit):
Federal
$
991
( 448 )
State
571
( 134 )
Total current
income tax expense (benefit)
1,562
( 582 )
Deferred income tax expense (benefit):
Federal
473
( 293 )
State
( 35 )
98
Total deferred income
tax expense (benefit)
438
( 195 )
Total income
tax expense (benefit)
$
2,000
( 777 )
Table of Contents
112
Total income
tax expense differs from the amounts computed by applying the
statutory federal income tax rate of 21% to
earnings before income taxes.
A reconciliation of the differences for the years ended December
31, 2024 and 2023, is
presented below.
2024
2023
Percent of
Percent of
pre-tax
pre-tax
(Dollars in thousands)
Amount
earnings
Amount
earnings
Earnings before income taxes
$
8,397
618
Income taxes at statutory rate
1,763
21.0
%
130
21.0
%
Tax-exempt interest
( 290 )
( 3.5 )
( 493 )
( 79.8 )
State income taxes, net of
federal tax effect
388
4.6
( 43 )
( 7.0 )
New Markets Tax Credit
( 58 )
( 0.7 )
( 356 )
( 57.6 )
Bank-owned life insurance
( 85 )
( 1.0 )
( 88 )
( 14.2 )
Other
282
3.4
73
11.9
Total income
tax expense (benefit)
$
2,000
23.8
%
( 777 )
( 125.7 )
%
At December 31, 2024 and 2023, the Company had a net deferred tax
asset of $10.2 million and $10.3 million, respectively,
included in other assets on the consolidated balance sheet.
The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities at December
31, 2024 and 2023 are presented
below.
December 31
(Dollars in thousands)
2024
2023
Deferred tax assets:
Allowance for credit losses
$
1,726
1,724
Unrealized loss on securities
9,929
9,734
Net operating loss carry-forwards
—
253
Tax credit carry-forwards
—
356
Accrued bonus
207
185
Right of use liability
58
128
Other
99
71
Total deferred tax
assets
12,019
12,451
Deferred tax liabilities:
Premises and equipment
1,212
1,315
Originated mortgage servicing rights
224
249
Right of use asset
58
122
New Markets Tax Credit
investment
—
181
Other
333
332
Total deferred tax
liabilities
1,827
2,199
Net deferred tax asset
$
10,192
10,252
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 of 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. Based upon
the level of historical taxable income and
projection for future taxable income over the periods which the temporary
differences resulting in the remaining deferred
tax assets are deductible, management believes it is more-likely-than-not
that the Company will realize the benefits of these
deductible differences at December 31, 2024.
The amount of the deferred tax assets considered realizable, however,
could
be reduced in the near term if estimates of future taxable income are reduced.
Table of Contents
113
The change in the net deferred tax asset for the years ended December 31, 2024
and 2023, is presented
below.
Year ended December 31
(Dollars in thousands)
2024
2023
Net deferred tax asset (liability):
Balance, beginning of year
$
10,252
13,769
Cumulative effect of change in accounting standard
183
276
Deferred tax expense (benefit) related to continuing operations
( 438 )
195
Stockholders' equity,
for accumulated other comprehensive income
195
( 3,988 )
Balance, end of year
$
10,192
10,252
ASC 740,
Income Taxes,
defines the threshold for recognizing the benefits of tax return positions in the financial
statements
as “more-likely-than-not” to be sustained by the taxing authority.
This section also provides guidance on the de-
recognition, measurement, and classification of income tax uncertainties
in interim periods.
As of December 31, 2024, the
Company had no unrecognized tax benefits related to federal or state income tax matters.
The Company does not anticipate
any material increase or decrease in unrecognized tax benefits during
2025 relative to any tax positions taken prior to
December 31, 2024.
As of December 31, 2024, the Company has accrued no interest and no penalties related to
uncertain
tax positions.
It is the Company’s policy to recognize
interest and penalties related to income tax matters in income tax
expense.
The Company and its subsidiaries file consolidated U.S. federal and
State of Alabama income tax returns.
The Company is
currently open to audit under the statute of limitations by the Internal Revenue Service
and the State of Alabama for the
years ended December 31, 2021 through 2024.
NOTE 11:
EMPLOYEE BENEFIT PLAN
The Company sponsors a qualified defined contribution retirement plan,
the Auburn National Bancorporation, Inc. 401(k)
Plan (the "Plan").
Eligible employees may contribute up to 100% of eligible compensation, subject to
statutory limits upon
completion of 2 months of service.
Furthermore, the Company allows employer Safe Harbor contributions.
Participants are
immediately vested in employer Safe Harbor contributions. The Company's matching
contributions on behalf of
participants were equal to $1.00 for each $1.00 contributed by participants, up
to 3% of each participant's
eligible
compensation, and $0.50 for every $1.00 contributed by participants, above
3% up to 5% of each participant's
eligible
compensation, for a maximum matching contribution of 4% of the participants' eligible
compensation. Company matching
contributions to the Plan were approximately $
0.3
million for both of the years ended December 31, 2024 and 2023,
respectively, and are
included in salaries and benefits expense.
NOTE 12:
COMMITMENTS AND CONTINGENT LIABILITIES
Credit-Related Financial Instruments
The Company is party to credit related financial instruments with off
-balance sheet risk in the normal course of business to
meet the financing needs of its customers.
These financial instruments include commitments to extend credit and standby
letters of credit.
Such commitments involve, to varying degrees, elements of credit and interest rate risk in
excess of the
amount recognized in the consolidated balance sheets.
The Company’s exposure
to credit loss is represented by the contractual amount of these commitments.
The Company
follows the same credit policies in making commitments as it does for on-balance
sheet instruments.
At December 31, 2024 and 2023, the following financial instruments were
outstanding whose contract amount represents
credit risk.
December 31
(Dollars in thousands)
2024
2023
Commitments to extend credit
$
84,667
$
73,606
Standby letters of credit
738
629
Commitments to extend credit are agreements to lend to a customer provided
there is no violation of any condition
established in the commitment agreement and provided the commitments
are not otherwise cancelable by the Bank.
Table of Contents
114
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee.
The
commitments for lines of credit may expire without being drawn upon.
Therefore, total commitment amounts do not
necessarily represent future cash requirements.
The amount of collateral obtained, if it is deemed necessary by the
Company, is based on
management’s credit evaluation of the customer.
The Company records an allowance for credit
losses on off-balance sheet exposures, unless the commitments to
extend credit are unconditionally cancelable, through a
charge to provision for credit losses in the Company’s
Consolidated Statement of Earnings.
The allowance for credit losses
related to unfunded commitments was $
0.3
million at both December 31, 2024 and 2023, respectively,
and is included in
other liabilities on the Company’s
Consolidated Balance Sheet.
See “Note 1: Summary of Significant Accounting Policies –
Allowance for credit losses – Unfunded
commitments.”
Standby letters of credit are conditional commitments issued by the
Company to guarantee the performance of a customer
to a third party.
The credit risk involved in issuing letters of credit is essentially the same as that involved
in extending loan
facilities to customers.
The Company holds various assets as collateral, including accounts receivable,
inventory,
equipment, marketable securities, and property to support those commitments
for which collateral is deemed necessary.
The Company has a recorded a liability for the estimated fair value of these
standby letters of credit in the amount of $
13
thousand and $
9
thousand at December 31, 2024 and 2023, respectively.
Contingent Liabilities
The Company and the Bank are involved in various legal proceedings, arising
in connection with their business.
In the
opinion of management, based upon consultation with legal counsel, the
ultimate resolution of these proceedings will not
have a material adverse effect upon the consolidated
financial condition or results of operations of the Company and the
Bank.
NOTE 13: FAIR VALUE
Fair Value
Hierarchy
“Fair value” is defined by ASC 820,
Fair Value
Measurements and Disclosures
, as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction occurring in the principal
market (or most advantageous
market in the absence of a principal market) for an asset or liability at the measurement
date.
GAAP establishes a fair
value hierarchy for valuation inputs that gives the highest priority to
quoted prices in active markets for identical assets or
liabilities and the lowest priority to unobservable inputs.
The fair value hierarchy is as follows:
Level 1—inputs to the valuation methodology are quoted prices, unadjusted,
for identical assets or liabilities in active
markets.
Level 2—inputs to the valuation methodology include quoted prices for similar assets and
liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets that are not
active, or inputs that are observable for the
asset or liability, either directly
or indirectly.
Level 3—inputs to the valuation methodology are unobservable and reflect
the Company’s own assumptions about
the
inputs market participants would use in pricing the asset or liability.
Level changes in fair value measurements
Transfers between levels of the fair value hierarchy
are generally recognized at the end of the reporting period.
The
Company monitors the valuation techniques utilized for each category
of financial assets and liabilities to ascertain when
transfers between levels have been affected.
The nature of the Company’s financial
assets and liabilities generally is such
that transfers in and out of any level are expected to be infrequent. For the years ended
December 31, 2024 and 2023, there
were no transfers between levels and no changes in valuation techniques for
the Company’s financial assets and liabilities.
Table of Contents
115
Assets and liabilities measured at fair value on a recurring
basis
Securities available-for-sale
Fair values of securities available for sale were primarily measured
using Level 2 inputs.
For these securities, the Company
obtains pricing from third party pricing services.
These third-party pricing services consider observable data that may
include broker/dealer quotes, market spreads, cash flows, market consensus
prepayment speeds, benchmark yields, reported
trades for similar securities, credit information and the securities’ terms and conditions.
On a quarterly basis, management
reviews the pricing received from the third-party pricing services for
reasonableness given current market conditions.
As
part of its review, management
may obtain non-binding third party broker quotes to validate the fair value measurements.
In addition, management will periodically submit pricing provided by
the third-party pricing services to another
independent valuation firm on a sample basis.
This independent valuation firm will compare the price provided by
the
third-party pricing service with its own price and will review the significant assumptions
and valuation methodologies used
with management.
The following table presents the balances of the assets and liabilities measured at fair
value on a recurring as of December
31, 2024 and 2023, respectively,
by caption, on the accompanying consolidated balance sheets by ASC 820 valuation
hierarchy (as described above).
Quoted Prices in
Significant
Active Markets
Other
Significant
for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(Dollars in thousands)
Amount
(Level 1)
(Level 2)
(Level 3)
December 31, 2024:
Securities available-for-sale:
Agency obligations
$
52,411
—
52,411
—
Agency MBS
173,676
—
173,676
—
State and political subdivisions
16,925
—
16,925
—
Total securities available
-for-sale
243,012
—
243,012
—
Total
assets at fair value
$
243,012
—
243,012
—
December 31, 2023:
Securities available-for-sale:
Agency obligations
$
53,879
—
53,879
—
Agency MBS
198,289
—
198,289
—
State and political subdivisions
18,742
—
18,742
—
Total securities available
-for-sale
270,910
—
270,910
—
Total
assets at fair value
$
270,910
—
270,910
—
Assets and liabilities measured at fair value on a nonrecurring
basis
Collateral Dependent Loans
Collateral dependent loans are measured at the fair value of the collateral securing
loan less estimated selling costs.
The
fair value of real estate collateral is determined based on real estate appraisals
which are generally based on recent sales of
comparable properties which are then adjusted for property specific factors.
Non-real estate collateral is valued based on
various sources, including third party asset valuations and internally determined
values based on cost adjusted for
depreciation and other judgmentally determined discount factors.
Collateral dependent loans are classified within Level 3
of the hierarchy due to the unobservable inputs used in determining their
fair value such as collateral values and the
borrower’s underlying financial condition.
Table of Contents
116
Mortgage servicing rights, net
Mortgage servicing rights, net, included in other assets on the accompanying consolidated
balance sheets, are carried at the
lower of cost or estimated fair value.
MSRs do not trade in an active market with readily observable prices.
To determine
the fair value of MSRs, the Company engages an independent third party.
The independent third party’s valuation
model
calculates the present value of estimated future net servicing income
using assumptions that market participants would use
in estimating future net servicing income, including estimates of prepayment
speeds, discount rate, default rates, cost to
service, escrow account earnings, contractual servicing fee income,
ancillary income, and late fees.
Periodically, the
Company will review broker surveys and other market research to validate
significant assumptions used in the model.
The
significant unobservable inputs include prepayment speeds or the constant prepayment
rate (“CPR”) and the weighted
average discount rate.
Because the valuation of MSRs requires the use of significant unobservable inputs, all of the
Company’s MSRs are classified
within Level 3 of the valuation hierarchy.
Table of Contents
117
The following table presents the balances of the assets and liabilities measured at fair
value on a nonrecurring basis as of
December 31, 2024 and 2023, respectively,
by caption, on the accompanying consolidated balance sheets and by ASC 820
valuation hierarchy (as described above):
Quoted Prices in
Active Markets
Other
Significant
for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(Dollars in thousands)
Amount
(Level 1)
(Level 2)
(Level 3)
December 31, 2024:
Loans, net
(1)
$
503
—
—
503
Other assets
(2)
892
—
—
892
Total assets at fair value
$
1,395
—
—
1,395
December 31, 2023:
Loans, net
(1)
$
783
—
—
783
Other assets
(2)
992
—
—
992
Total assets at fair value
$
1,775
—
—
1,775
(1)
Loans considered collateral dependent under ASC 326.
(2)
Represents MSRs, net carried at lower of cost or estimated fair value.
Quantitative Disclosures for Level 3 Fair Value
Measurements
At December 31, 2024 and 2023, the Company had no Level 3 assets measured at fair value
on a recurring basis.
For Level
3 assets measured at fair value on a non-recurring basis as of December 31, 2024
and 2023, the significant unobservable
inputs used in the fair value measurements are presented below.
Weighted
Carrying
Significant
Average
(Dollars in thousands)
Amount
Valuation Technique
Unobservable Input
Range
of Input
December 31, 2024:
Collateral dependent loans
$
503
Appraisal
Appraisal discounts
10.0
-
10.0
%
10.0
%
Mortgage servicing rights, net
892
Discounted cash flow
Prepayment speed or CPR
6.7
-
11.2
%
7.3
%
Discount rate
10.0
-
12.0
%
10.0
%
December 31, 2023:
Collateral dependent loans
$
783
Appraisal
Appraisal discounts
10.0
-
10.0
%
10.0
%
Mortgage servicing rights, net
992
Discounted cash flow
Prepayment speed or CPR
5.9
-
10.6
%
6.0
%
Discount rate
10.5
-
12.5
%
10.5
%
Fair Value
of Financial Instruments
ASC 825,
Financial Instruments
, requires disclosure of fair value information about financial instruments,
whether or not
recognized on the face of the balance sheet, for which it is practicable to estimate
that value. The assumptions used in the
estimation of the fair value of the Company’s
financial instruments are explained below.
Where quoted market prices are
not available, fair values are based on estimates using discounted cash flow
analyses. Discounted cash flows can be
significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows. The
following fair value estimates cannot be substantiated by comparison
to independent markets and should not be considered
representative of the liquidation value of the Company’s
financial instruments, but rather are good faith estimates of the fair
value of financial instruments held by the Company.
ASC 825 excludes certain financial instruments and all nonfinancial
instruments from its disclosure requirements.
Table of Contents
118
The following methods and assumptions were used by the Company in estimating
the fair value of its financial instruments:
Loans, net
Fair values for loans were calculated using discounted cash flows. The discount
rates reflected current rates at which similar
loans would be made for the same remaining maturities.
Expected future cash flows were projected based on contractual
cash flows, adjusted for estimated prepayments.
The fair value of loans was measured using an exit price notion.
Time Deposits
Fair values for time deposits were estimated using discounted cash
flows. The discount rates were based on rates currently
offered for deposits with similar remaining maturities.
The carrying value, related estimated fair value, and placement in the fair value hierarchy
of the Company’s financial
instruments at December 31, 2024 and 2023 are presented below.
This table excludes financial instruments for which the
carrying amount approximates fair value.
Financial assets for which fair value approximates carrying value included
cash
and cash equivalents.
Financial liabilities for which fair value approximates carrying value included
noninterest-bearing
demand deposits, interest-bearing demand deposits, and savings deposits.
Fair value approximates carrying value in these
financial liabilities due to these products having no stated maturity.
Additionally, financial liabilities for which
fair value
approximates carrying value included overnight borrowings such
as federal funds purchased and securities sold under
agreements to repurchase.
The following table summarizes our fair value estimates:
Fair Value Hierarchy
Carrying
Estimated
Level 1
Level 2
Level 3
(Dollars in thousands)
amount
fair value
inputs
inputs
Inputs
December 31, 2024:
Financial Assets:
Loans, net (1)
$
557,146
$
532,344
$
—
$
—
$
532,344
Financial Liabilities:
Time Deposits
$
191,247
$
190,363
$
—
$
190,363
$
—
December 31, 2023:
Financial Assets:
Loans, net (1)
$
550,431
$
526,372
$
—
$
—
$
526,372
Financial Liabilities:
Time Deposits
$
198,215
$
195,171
$
—
$
195,171
$
—
(1) Represents loans, net and the allowance for credit losses.
The fair value of loans was measured using an
exit price notion.
NOTE 14: RELATED PARTY
TRANSACTIONS
The Bank has made, and expects in the future to continue to make in the
ordinary course of business, loans to directors and
executive officers of the Company,
the Bank, and their immediate families and affiliates.
These persons, corporations, and
firms have had transactions in the ordinary course of business with the Company
and Bank, including borrowings, all of
which management believes were on substantially the same terms, including
interest rates and collateral, as those prevailing
at the time of comparable transactions with unaffiliated persons and
did not involve more than the normal risk of
collectability or present other unfavorable features.
A summary of such outstanding loans is presented below:
(Dollars in thousands)
Amount
Loans outstanding at December 31, 2023
$
1,897
New loans/advances
442
Repayments
( 578 )
Loans outstanding at December 31, 2024
$
1,761
Table of Contents
119
During 2024 and 2023, certain executive officers
,
directors and principal shareholders of the Company and the Bank,
including companies and related parties with which they are affiliated,
were deposit customers of the bank.
Total deposits
for these persons at December 31, 2024 and 2023 amounted to $
9.9
million and $
21.1
million, respectively.
NOTE 15: REGULATORY
RESTRICTIONS AND CAPITAL
RATIOS
As required by the Economic Growth, Regulatory Relief, and Consumer Protection
Act of 2018, the Federal Reserve Board
issued rule that expanded applicability of the Board’s
small bank holding company policy statement (the “Small BHC
Policy Statement”) and has been added as Appendix C to Federal Reserve Regulation
Y.
These increased the Small BHC
Policy Statement’s asset limit from
$1 billion to $3 billion in total consolidated assets for a bank holding company or
savings and loan holding company that: (1) is not engaged in significant nonbanking activities; (2)
does not conduct
significant off-balance sheet activities; and (3) does not have a materi
al amount of debt or equity securities, other than trust-
preferred securities, outstanding that are registered with the SEC. The interim
final rule provides that, if warranted for
supervisory purposes, the Federal Reserve may exclude a company from
this asset level increase. The Federal Reserve has
treated the Company as a small bank holding company for purposes of
the Small BHC Policy Statement and therefore has
considered only the Bank’s capital and
not the Company’s consolidated capital.
The Bank remains subject to regulatory capital requirements of
the Alabama Banking Department and the Federal Reserve.
Failure to meet minimum capital requirements can initiate certain mandatory
- and possibly additional discretionary -
actions by regulators that, if undertaken, could have a direct material effect
on the Company’s financial statements.
Under
capital adequacy guidelines and the regulatory framework for prompt corrective
action, the Bank must meet specific capital
guidelines that involve quantitative measures of their assets, liabilities and certain
off-balance sheet items as calculated
under regulatory accounting practices. The capital amounts and classification
are also subject to qualitative judgments by
the regulators about components, risk weightings, necessary capital to support
risks and other factors.
Notwithstanding the
minimum capital requirements, Federal Reserve Regulation Q states that a Federal Reserve
-regulated institution must
maintain capital commensurate with the level and nature of all risks to which such
institution is exposed.
Federal Reserve Regulation Q limits “distributions” and discretionary
bonus payments from eligible retained income” by
sate member banks, such as the Bank, unless its capital conservation
buffer of common equity Tier 1 capital (“CET1”)
exceeds 2.5%. “Distributions” include dividends declared or paid on common
stock, and stock repurchases, redemptions or
repurchases of Tier 2 capital instruments (unless
replaced by a capital instrument in the same quarter). “Eligible retained
income” for the Bank and other Federal Reserve regulated institutions is the greater
of:
(A) The Board-regulated institution's net income, calculated in accordance
with the instructions to the institution’s
FR Y–
9C or Call Report, for the four calendar quarters preceding the current calendar
quarter, net of any distributions and
associated tax effects not already reflected in net income; and
(B) The average of the Board-regulated institution’s
net income, calculated in accordance with the instructions to the
institutions’ FR Y–9C or Call Report, as applicable, for the four calendar
quarters preceding the current calendar quarter.
The Bank’s Call Report is used for
its calculation of “eligible retained income”.
As of December 31, 2024, the Bank is “well capitalized” under the regulatory framework
for prompt corrective action. To
be categorized as “well capitalized,” the Bank must maintain minimum common
equity Tier 1, total risk-based, Tier
1 risk-
based, and Tier 1 leverage ratios as set forth in the
following table. Management has not received any notification from the
Bank's regulators that changes the Bank’s
regulatory capital status.
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120
The actual capital amounts and ratios for the Bank and the aforementioned
minimums as of December 31, 2024 and 2023
are presented below.
Minimum for capital
Minimum to be
Actual
adequacy purposes
well capitalized
(Dollars in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
At December 31, 2024:
Tier 1 Leverage Capital
$
106,288
10.49
%
$
40,543
4.00
%
$
50,679
5.00
%
CET1 Risk-Based Capital
106,288
14.80
32,307
4.50
46,665
6.50
Tier 1 Risk-Based Capital
106,288
14.80
43,075
6.00
57,434
8.00
Total Risk-Based Capital
113,487
15.81
57,434
8.00
71,792
10.00
At December 31, 2023:
Tier 1 Leverage Capital
$
103,886
9.72
%
$
42,732
4.00
%
$
53,415
5.00
%
CET1 Risk-Based Capital
103,886
14.52
32,194
4.50
46,503
6.50
Tier 1 Risk-Based Capital
103,886
14.52
42,926
6.00
57,234
8.00
Total Risk-Based Capital
111,035
15.52
57,234
8.00
71,543
10.00
Dividends paid by the Bank are a principal source of funds available to the Company
for payment of dividends to its
stockholders and for other needs which are restricted by Alabama and Federal law and
regulations as described above.
Capital adequacy considerations could further limit the availability of dividends
from the Bank. At December 31, 2024, the
Bank could have declared additional dividends of approximately $
9.7
million without prior approval of regulatory
authorities.
As a result of this limitation, approximately $
67.2
million of the Company’s investment in
the Bank was
restricted from transfer in the form of dividends.
NOTE 16: AUBURN NATIONAL
BANCORPORATION
(PARENT COMPANY)
The Parent Company’s condensed
balance sheets and related condensed statements of earnings and
cash flows are as
follows.
CONDENSED BALANCE SHEETS
December 31
(Dollars in thousands)
2024
2023
Assets:
Cash and due from banks
$
1,001
1,277
Investment in bank subsidiary
76,852
74,857
Other assets
532
523
Total assets
$
78,385
76,657
Liabilities:
Accrued expenses and other liabilities
$
93
150
Total liabilities
93
150
Stockholders' equity
78,292
76,507
Total liabilities and stockholders'
equity
$
78,385
76,657
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121
CONDENSED STATEMENTS
OF EARNINGS
Year ended December 31
(Dollars in thousands)
2024
2023
Income:
Dividends from bank subsidiary
$
3,773
3,776
Noninterest income
1
8
Total income
3,774
3,784
Expense:
Noninterest expense
258
239
Total expense
258
239
Earnings before income tax expense and equity
in undistributed (distributed) earnings of bank subsidiary
3,516
3,545
Income tax benefit
( 46 )
( 30 )
Earnings before equity in undistributed (distributed) earnings
of bank subsidiary
3,562
3,575
Equity in undistributed (distributed) earnings of bank subsidiary
2,835
( 2,180 )
Net earnings
$
6,397
1,395
CONDENSED STATEMENTS
OF CASH FLOWS
Year ended December 31
(Dollars in thousands)
2024
2023
Cash flows from operating activities:
Net earnings
$
6,397
1,395
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Net increase in other assets
( 9 )
( 1 )
Net (decrease) increase in other liabilities
( 56 )
8
Equity in (undistributed) distributed earnings of bank subsidiary
( 2,835 )
2,180
Net cash provided by operating activities
3,497
3,582
Cash flows from financing activities:
Dividends paid
( 3,773 )
( 3,776 )
Stock repurchases
—
( 229 )
Net cash used in financing activities
( 3,773 )
( 4,005 )
Net change in cash and cash equivalents
( 276 )
( 423 )
Cash and cash equivalents at beginning of period
1,277
1,700
Cash and cash equivalents at end of period
$
1,001
1,277
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122
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.