ITEM 1 - DESCRIPTION OF BUSINESS
BACKGROUND AND CURRENT OPERATIONS
General
Peoples Financial Corporation (the "Company") is a corporation that was organized as a one bank holding company in 1985. The Company is headquartered in Biloxi, Mississippi. At December 31, 2019, the Company operated in the state of Mississippi through its wholly owned subsidiary, The Peoples Bank, Biloxi, Mississippi (the “Bank”). The Company is engaged, through this subsidiary, in the banking business. The Bank is the Company's principal asset and primary source of revenue.
The Main Office, operations center and asset management and trust services of the Bank are located in downtown Biloxi, MS. At December 31, 2019, the Bank also had 17 branches located throughout Harrison, Hancock, Jackson and Stone Counties. The Bank has automated teller machines ("ATM") at its Main Office, all branch locations and at numerous non-proprietary locations.
The Bank Subsidiary
The Company’s wholly-owned bank subsidiary was originally chartered in 1896 in Biloxi, Mississippi, as The Peoples Bank of Biloxi. The Bank is a state chartered bank whose deposits are insured under the Federal Deposit Insurance Act. The Bank is not a member of the Federal Reserve System. The legal name of the Bank was changed to The Peoples Bank, Biloxi, Mississippi, during 1991.
Most of the Bank's business originates from Harrison, Hancock, Stone and Jackson Counties in Mississippi; however, some business is obtained from other counties in southern Mississippi, southern Louisiana and southern Alabama.
Nonbank Subsidiary
In 1985, PFC Service Corp. ("PFC") was chartered and began operations as the second wholly-owned subsidiary of Peoples Financial Corporation. The purpose of PFC was principally the leasing of automobiles and equipment. PFC is inactive at this time.
Products And Services
The Bank currently offers a variety of services to individuals and small to middle market businesses within its trade area. The Company’s trade area is defined as those portions of Mississippi, Louisiana and Alabama which are within a fifty mile radius of the Waveland, Wiggins and Gautier branches, the bank subsidiary’s three most outlying locations.
The Bank’s primary lending focus is to offer business, commercial, real estate, construction, personal and installment loans, with an emphasis on commercial lending. The Bank’s exposure for out of area, residential and land development, construction and commercial real estate loans as well as concentrations in the hotel/motel and gaming industries are monitored by the Company. Each loan officer has board approved lending limits on the principal amount of secured and unsecured loans that can be approved for a single borrower without prior approval of the senior credit committee. All loans, however, must meet the credit underwriting standards and loan policies of the Bank.
Deposit services include interest bearing and non-interest bearing checking accounts, savings accounts, certificates of deposit, and IRA accounts. The Bank generally provides depository accounts to individuals; small and middle market businesses; and state, county and local government entities in its trade area at interest rates consistent with market conditions.
The Bank's Asset Management and Trust Services Department (“Trust Department”) offers personal trust, agencies and estate services, including living and testamentary trusts, executorships, guardianships, and conservatorships. Benefit accounts maintained by the Trust Department primarily include self-directed individual retirement accounts. Escrow management, stock transfer and bond paying agency accounts are available to corporate customers.
The Bank also offers a variety of other services including safe deposit box rental, wire transfer services, night drop facilities, collection services, cash management and internet banking. The Bank has 30 ATMs at its branch locations and other off-site, non-proprietary locations, providing bank customers access to their depository accounts. The Bank is a member of the PULSE network.
There has been no significant change in the kind of services offered by the Bank during the last three fiscal years.
Customers
The Bank has a large number of customers acquired over a period of many years and is not dependent upon a single customer or upon a few customers. The Bank also provides services to customers representing a wide variety of industries including seafood, retail, hospitality, hotel/motel, gaming and construction. While the Company has pursued external growth strategies on a limited basis, its primary focus has been on internal growth by the Bank through the establishment of new branch locations and an emphasis on strong customer relationships.
Employees
At December 31, 2019, the Bank employed 154 total employees, with 148 full-time employees and 6 part-time employees. The Company has no employees who are not employees of the bank subsidiary. Through the Bank, employees receive salaries and benefits, which include 401(k) and ESOP plans, cafeteria plan, and life, health and disability insurance. The Company considers its relationship with its employees to be good.
Competition
The Bank is in direct competition with numerous local and regional commercial banks as well as other non-bank institutions. Interest rates paid and charged on deposits and loans are the primary competitive factors within the Bank’s trade area. The Bank also competes for deposits and loans with insurance companies, finance companies, brokerage houses and credit unions. The principal competitive factors in the markets for deposits and loans are interest rates paid and charged. The Company also competes through efficiency, quality of customer service, the range of services and products it provides, the convenience of its branch and ATM locations and the accessibility of its staff. The Bank intends to continue its strategy of being a local, community bank offering traditional bank services and providing quality service in its local trade area.
Miscellaneous
The Bank holds no patents, licenses (other than licenses required to be obtained from appropriate bank regulatory agencies), franchises or concessions.
The Bank has not engaged in any research activities relating to the development of new services or the improvement of existing services except in the normal course of its business activities. The Bank presently has no plans for any new line of business requiring the investment of a material amount of total assets.
Available Information
The Company maintains an internet website at www.thepeoples.com. The Company’s Annual Report to Shareholders is available on the Company’s website. Also available through the website is a link to the Company’s filings with the Securities and Exchange Commission (“SEC”). Information on the Company’s website is not incorporated into this Annual Report on Form 10-K or the Company’s other securities filings and is not part of them.
REGULATION AND SUPERVISION
General
The Company is subject to regulation and supervision by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of Atlanta (“Federal Reserve”). The Company is required to file semi-annual reports with the Federal Reserve and such other information as the Federal Reserve may require. The Federal Reserve also conducts examinations of the Company.
The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve before:
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it may acquire direct or indirect ownership or control of any voting shares of any other bank holding company if, after the acquisition, the bank holding company will directly or indirectly own or control more than 5% of the voting shares of the other bank holding company;
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it may acquire direct or indirect ownership or control of any voting shares of any bank if, after the acquisition, the bank holding company will directly or indirectly own or control more than 5% of the voting shares of the bank;
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it or any of its subsidiaries, other than a bank, may acquire all or substantially all of the assets of any bank; or
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it may merge or consolidate with any other bank holding company.
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The Bank Holding Company Act further provides that the Federal Reserve may not approve any transaction that would result in a monopoly or that would substantially lessen competition in the banking business, unless the public interest in meeting the needs of the communities to be served outweighs the anti-competitive effects. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks involved and the convenience and needs of the communities to be served. Consideration of financial resources generally focuses on capital adequacy, and consideration of convenience and needs issues focuses, in part, on the performance under the Community Reinvestment Act of 1977, both of which are discussed below in more detail.
Subject to various exceptions, the Bank Holding Company Act and the Change in Bank Control Act, together with related regulations, require Federal Reserve approval prior to any person or company acquiring “control” of a bank holding company. Control is conclusively presumed to exist if an individual or company acquires 25% or more of any class of voting securities of a bank holding company. Control is also presumed to exist, although rebuttable, if a person or company acquires 10% or more, but less than 25%, of any class of voting securities and either:
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the bank holding company has registered securities under Section 12 of the Exchange Act of 1934, as amended (“Exchange Act”); or
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no other person owns a greater percentage of that class of voting securities immediately after the transaction.
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The Company’s common stock is registered under Section 12 of the Exchange Act. The regulations provide a procedure for challenging rebuttable presumptions of control.
The Bank Holding Company Act generally prohibits a bank holding company from engaging in activities other than banking, managing or controlling banks or other permissible subsidiaries and acquiring or retaining direct or indirect control of any company engaged in any activities other than activities closely related to banking or managing or controlling banks. In determining whether a particular activity is permissible, the Federal Reserve considers whether performing the activity can be expected to produce benefits to the public that outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices. The Federal Reserve has the power to order a bank holding company or its subsidiaries to terminate any activity or control of any subsidiary when the continuation of the activity or control constitutes a serious risk to the financial safety, soundness or stability of any bank subsidiary of that bank holding company.
The Bank is incorporated under the laws of the State of Mississippi and is subject to the applicable provisions of Mississippi banking laws and the laws of the various states in which it operates, as well as federal law. The Bank is subject to the supervision of the Mississippi Department of Banking and Consumer Finance (“MDBCF”) and to regular examinations by that department. Deposits in the Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”) and, therefore, the Bank is subject to the provisions of the Federal Deposit Insurance Act and to examination by the FDIC.
Federal Reserve policy historically has required bank holding companies to act as a source of strength to their bank subsidiaries and to commit capital and financial resources to support those subsidiaries. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) codifies this policy as a statutory requirement. This support may be required by the Federal Reserve at times when the Company might otherwise determine not to provide it. In addition, if a bank holding company commits to a federal bank regulator that it will maintain the capital of its bank subsidiary, whether in response to the Federal Reserve’s invoking its source-of-strength authority or in response to other regulatory measures, that commitment will be assumed by the bankruptcy trustee and the bank will be entitled to priority payment in respect of that commitment, ahead of other creditors of the bank holding company.
In addition, the Company is required to file certain reports with, and otherwise comply with the rules and regulations of, the SEC under federal securities laws. The common stock of the Company is listed on the OTCQX Best Market, such listing subjecting the Company to compliance with the market’s requirements with respect to reporting and other rules and regulations.
The Dodd-Frank Act
The Dodd-Frank Act, enacted in 2010, significantly restructured financial regulation in the United States, including through the creation of a new resolution authority, mandating higher capital and liquidity requirements, requiring banks to pay increased fees to regulatory agencies, and through numerous other provisions intended to strengthen the financial services sector.
The Dodd-Frank Act established the Consumer Financial Protection Bureau (“CFPB”), which has extensive regulatory and enforcement powers over consumer financial products and services, and the Financial Stability Oversight Council, which has oversight authority for monitoring and regulating systemic risk. In addition, the Dodd-Frank Act altered the authority and duties of the federal banking and securities regulatory agencies, implemented certain corporate governance requirements for all public companies, including financial institutions, with regard to executive compensation, proxy access by shareholders, and certain whistleblower provisions, and restricted certain proprietary trading and hedge fund and private equity activities of banks and their affiliates. The Dodd-Frank Act also required the issuance of numerous implementing regulations, many of which have not yet been issued.
In January 2013, the CFPB issued final regulations governing mainly consumer mortgage lending. One rule imposes additional requirements on lenders, including rules designed to require lenders to ensure borrowers’ ability to repay their mortgage. The CFPB also finalized a rule on escrow accounts for higher priced mortgage loans and a rule expanding the scope of the high-cost mortgage provision in the Truth in Lending Act. The CFPB also issued final rules implementing provisions of the Dodd-Frank Act that relate to mortgage servicing. In November 2013, the CFPB issued a final rule on integrated mortgage disclosures under the Truth in Lending Act and the Real Estate Settlement Procedures Act, compliance with which was required by August 1, 2015.
The Dodd-Frank Act authorizes national and state banks to establish de novo branches in other states to the same extent as a bank chartered by that state would be so permitted. Previously, banks could only establish branches in other states if the host state expressly permitted out-of-state banks to establish branches in that state. Accordingly, banks are now able to enter new markets more freely.
Recently, the CFPB and banking regulatory agencies have increasingly used a general consumer protection statute to address unethical or otherwise bad business practices that may not necessarily fall directly under the purview of a specific banking or consumer finance law. Prior to the Dodd-Frank Act, there was little formal guidance to provide insight to the parameters for compliance with the “unfair or deceptive acts or practices” (“UDAP”) law. However, the UDAP provisions have been expanded under the Dodd-Frank Act to apply to “unfair, deceptive or abusive acts or practices,” which has been delegated to the CFPB for supervision.
Many aspects of the Dodd-Frank Act are subject to further rulemaking and will take effect over several years. Additionally, many provisions of the Dodd-Frank Act were amended by the Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”) enacted in 2018, but like the Dodd-Frank Act, several of those provisions are subject to further rulemaking that has not yet been enacted. The overall financial impact on the Company and its subsidiaries or the financial services industry generally cannot be anticipated at this time.
Dividends
The Company is a legal entity that is separate and distinct from its subsidiaries. The primary source of funds for dividends paid to the Company’s shareholders are dividends paid to the Company by the Bank. Various federal and state laws limit the amount of dividends that the Bank may pay to the Company without regulatory approval. Under Mississippi law, the Bank must obtain non-objection of the Commissioner of the Mississippi Department of Banking and Consumer Finance (“MDBCF”) prior to paying any dividend on the Bank’s common stock. In addition, the Bank may not pay any dividends if, after paying the dividend, it would be undercapitalized under applicable capital requirements. The FDIC also has the authority to prohibit the Bank from engaging in business practices that the FDIC considers to be unsafe or unsound, which, depending on the financial condition of the Bank, could include the payment of dividends.
In addition, the Federal Reserve has the authority to prohibit the payment of dividends by a bank holding company if its actions constitute unsafe or unsound practices. The Federal Reserve has issued a policy statement, Supervisory Release 09-4, on the payment of cash dividends by bank holding companies, which outlines the Federal Reserve’s view that a bank holding company that is experiencing earnings weaknesses or other financial pressures should not pay cash dividends that exceed its net income, that are inconsistent with its capital position, or that could only be funded in ways that weaken its financial health, such as by borrowing or selling assets. The Federal Reserve has indicated that, in some instances, it may be appropriate for a bank holding company to eliminate its dividends.
Capital
The Federal Reserve has issued risk-based capital ratio and leverage ratio guidelines for bank holding companies. The risk-based capital ratio guidelines establish a systematic analytical framework that:
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makes regulatory capital requirements sensitive to differences in risk profiles among banking organizations;
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takes off-balance sheet exposures into explicit account in assessing capital adequacy; and
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minimizes disincentives to holding liquid, low-risk assets.
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Under the guidelines and related policies, bank holding companies must maintain capital sufficient to meet both a risk-based asset ratio test and a leverage ratio test on a consolidated basis. The risk-based ratio is determined by allocating assets and specified off-balance sheet commitments into four weighted categories, with higher weighting assigned to categories perceived as representing greater risk. The risk-based ratio represents capital divided by total risk-weighted assets. The leverage ratio is core capital divided by total assets adjusted as specified in the guidelines. The Bank is subject to substantially similar capital requirements promulgated by the FDIC.
Generally, under the applicable guidelines, a financial institution’s capital is divided into two tiers. “Total capital” is Tier 1 plus Tier 2 capital. These two tiers are:
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“Tier 1,” or core capital, that includes total equity plus qualifying capital securities and minority interests, excluding unrealized gains and losses accumulated in other comprehensive income, and non-qualifying intangible and servicing assets; and
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“Tier 2,” or supplementary capital, includes, among other things, cumulative and limited-life preferred stock, mandatory convertible securities, qualifying subordinated debt, and the allowance for credit losses, up to 1.25% of risk-weighted assets.
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The Federal Reserve and the other federal banking regulators require that all intangible assets (net of deferred tax), except originated or purchased mortgage-servicing rights, non-mortgage servicing assets, and purchased credit card relationships, be deducted from Tier 1 capital. However, the total amount of these items included in Total capital cannot exceed 100% of an institution’s Tier 1 capital.
The guidelines also provided that bank holding companies experiencing internal growth or making acquisitions would be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the Federal Reserve indicated that it would consider a “tangible Tier 1 capital leverage ratio” (deducting all intangibles) and other indicators of capital strength in evaluating proposals for expansion or new activities.
Failure to meet applicable capital guidelines could subject the financial institution to a variety of enforcement remedies available to the federal regulatory authorities. These include limitations on the ability to pay dividends, the issuance of a capital directive to increase capital, and the termination of deposit insurance by the FDIC. In addition, the financial institution could be subject to the measures described below under “Prompt Corrective Action” as applicable to “under-capitalized” institutions. Certain provisions of the EGRRCPA have the potential to limit the application of the guidelines to the Company and the Bank if certain elections are made by the Company or Bank. For example, Section 201 of EGRRCPA contains a framework for capital rule simplification known as the Community Bank Leverage Ratio (“CBLR”). According to the Final Rule published by the OCC, Federal Reserve and FDIC in the Federal Register on November 13, 2019, to implement Section 201 of the EGRRCPA, a community banking organization may elect to use the CBLR as a single capital leverage ratio to measure capital adequacy. This CBLR is calculated by dividing tier 1 capital by the community banking organization’s average total consolidated assets. In order to qualify for use of the CBLR, a community banking organization must meet the following criteria: (i) a leverage ratio of greater than 9%, (ii) total consolidated assets of less than $10 billion, (iii) total off-balance sheet exposures (excluding derivatives other than sold credit derivatives and unconditionally cancelable commitments) of 25 percent or less of total consolidates assets and (iv) the sum of trading assets and trading liabilities of 5 percent or less of total consolidated assets. Community banking organizations that qualify may opt into and out of the framework by completing the associated reporting requirements in its Call Report or FR-Y-9C, beginning with the March 31, 2020, report. As of December 31, 2019, the Company and the Bank qualify to elect to use CBLR, and they do not plan to elect to use the CBLR.
New Capital Rules
On July 2, 2013, the Federal Reserve approved the final rule for BASEL III capital requirements for all bank holding companies chartered in the United States. The rule was subsequently approved by the FDIC on July 9, 2013, and made applicable to the Bank as well. The rule implements in the United States certain of the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Act. The major provisions of the new rule applicable to the Company and the Bank are:
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The new rule implements higher minimum capital requirements, includes a new common equity Tier 1 capital requirement, and establishes criteria that instruments must meet in order to be considered common equity Tier 1 capital, additional Tier 1 capital, or Tier 2 capital. These enhancements both improve the quality and increase the quantity of capital required to be held by banking organizations, better equipping the United States banking system to deal with adverse economic conditions.
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The new minimum capital to risk-weighted assets requirements are a common equity Tier 1 capital ratio of 4.5% and a Tier 1 capital ratio of 6.0% which is an increase from 4.0%, and a total capital ratio that remains at 8.0%. The minimum leverage ratio (Tier 1 capital to total assets) is 4.0%.
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The new rule improves the quality of capital by implementing changes to the definition of capital. Among the most important changes are stricter eligibility criteria for regulatory capital instruments that would disallow the inclusion of instruments such as trust preferred securities in Tier 1 capital going forward, and new constraints on the inclusion of minority interests, mortgage-servicing assets, deferred tax assets, and certain investments in the capital of unconsolidated financial institutions. In addition, the new rule requires that most regulatory capital deductions be made from common equity Tier 1 capital.
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Under the new rule, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements. This buffer will help to ensure that banking organizations conserve capital when it is most needed, allowing them to better weather periods of economic stress. The buffer is measured relative to risk weighted assets. Phase-in of the capital conservation buffer requirements began on January 1, 2016. Subsequent to the completion of a “phase-in” period, a banking organization with a buffer greater than 2.5% would not be subject to limits on capital distributions or discretionary bonus payments; however, a banking organization with a buffer of less than 2.5% would be subject to increasingly stringent limitations as the buffer approaches zero. The new rule also prohibits a banking organization from making distributions or discretionary bonus payments during any quarter if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter. When the new rule is fully phased in, the minimum capital requirements plus the capital conservation buffer will exceed the prompt corrective action well-capitalized thresholds.
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The new rule also increases the risk weights for past-due loans, certain commercial real estate loans, and some equity exposures, and makes selected other changes in risk weights and credit conversion factors.
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The transition period for implementation of Basel III is January 1, 2015, through December 31, 2018. Certain provisions of the EGRRCPA have the potential to limit the application of BASEL III to the Company and the Bank if certain elections are made by the Company or Bank. For example, Section 201 of EGRRCPA contains a framework for capital rule simplification known as the Community Bank Leverage Ratio (“CBLR”). According to the Final Rule published by the OCC, Federal Reserve and FDIC in the Federal Register on November 13, 2019, to implement Section 201 of the EGRRCPA, a community banking organization may elect to use the CBLR as a single capital leverage ratio to measure capital adequacy. This CBLR is calculated by dividing tier 1 capital by the community banking organization’s average total consolidated assets. In order to qualify for use of the CBLR, a community banking organization must meet the following criteria: (i) a leverage ratio of greater than 9%, (ii) total consolidated assets of less than $10 billion, (iii) total off-balance sheet exposures (excluding derivatives other than sold credit derivatives and unconditionally cancelable commitments) of 25 percent or less of total consolidates assets and (iv) the sum of trading assets and trading liabilities of 5 percent or less of total consolidated assets. Community banking organizations that qualify may opt into and out of the framework by completing the associated reporting requirements in its Call Report or FR-Y-9C, beginning with the March 31, 2020, report. As of December 31, 2019, the Company and the Bank qualify to elect to use CBLR, and they do not plan to elect to use the CBLR.
Prompt Corrective Action
The Federal Deposit Insurance Corporation Improvement Act of 1991, known as FDICIA, requires federal banking regulatory authorities to take “prompt corrective action” with respect to depository institutions that do not meet minimum capital requirements. For these purposes, FDICIA establishes five capital tiers: “well-capitalized,” “adequately-capitalized,” “under-capitalized,” “significantly under-capitalized,” and “critically under-capitalized.”
An institution is deemed to be:
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“well-capitalized” if it has a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of 8% or greater (6% before January 1, 2015), a Tier 1 leverage ratio of 5% or greater, and, after January 1, 2015, a common equity Tier 1 capital ratio of 6.5% or greater, and is not subject to a regulatory order, agreement, or directive to meet and maintain a specific capital level for any capital measure;
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“adequately-capitalized” if it has a total risk-based capital ratio of 8% or greater, a Tier 1 risk-based capital ratio of 6% or greater (4% before January 1, 2015), generally, a Tier 1 leverage ratio of 4% or greater, and, after January 1, 2015, a common equity Tier 1 capital ratio of 4.5% or greater, and the institution does not meet the definition of a “well-capitalized” institution;
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“under-capitalized” if it does not meet one or more of the “adequately-capitalized” tests;
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“significantly under-capitalized” if it has a total risk-based capital ratio that is less than 6%, a Tier 1 risk-based capital ratio that is less than 4% (less than 3% before January 1, 2015), a Tier 1 leverage ratio that is less than 3%, and, after January 1, 2015, a common equity Tier 1 capital ratio that is less than 3%; and
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“critically under-capitalized” if it has a ratio of tangible equity, as defined in the regulations, to total assets that is equal to or less than 2%.
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Throughout 2019, the Bank’s regulatory capital ratios were in excess of the levels established for “well-capitalized” institutions.
FDICIA generally prohibits a depository institution from making any capital distribution, including payment of a cash dividend or paying any management fee to its holding company, if the depository institution would be “under-capitalized” after such payment. “Under-capitalized” institutions are subject to growth limitations and are required by the appropriate federal banking agency to submit a capital restoration plan. If any depository institution subsidiary of a holding company is required to submit a capital restoration plan, the holding company would be required to provide a limited guarantee regarding compliance with the plan as a condition of approval of such plan.
If an “under-capitalized” institution fails to submit an acceptable plan, it is treated as if it is “significantly under-capitalized.” “Significantly under-capitalized” institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “adequately-capitalized,” requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks.
“Critically under-capitalized” institutions may not, beginning 60 days after becoming “critically under-capitalized,” make any payment of principal or interest on their subordinated debt. In addition, “critically under-capitalized” institutions are subject to appointment of a receiver or conservator within 90 days of becoming so classified.
Under FDICIA, a depository institution that is not “well-capitalized” is generally prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market. As previously stated, the Bank is “well-capitalized” and the FDICIA brokered deposit rule did not adversely affect its ability to accept brokered deposits. Certain provisions of the EGRRCPA have the potential to limit the application of FDICIA and prompt corrective action to the Company and the Bank if certain elections are made by the Company or Bank. For example, Section 201 of EGRRCPA contains a framework for capital rule simplification known as the Community Bank Leverage Ratio (“CBLR”). According to the Final Rule published by the OCC, Federal Reserve and FDIC in the Federal Register on November 13, 2019, to implement Section 201 of the EGRRCPA, a community banking organization may elect to use the CBLR as a single capital leverage ratio to measure capital adequacy. This CBLR is calculated by dividing tier 1 capital by the community banking organization’s average total consolidated assets. In order to qualify for use of the CBLR, a community banking organization must meet the following criteria: (i) a leverage ratio of greater than 9%, (ii) total consolidated assets of less than $10 billion, (iii) total off-balance sheet exposures (excluding derivatives other than sold credit derivatives and unconditionally cancelable commitments) of 25 percent or less of total consolidates assets and (iv) the sum of trading assets and trading liabilities of 5 percent or less of total consolidated assets. Community banking organizations that qualify may opt into and out of the framework by completing the associated reporting requirements in its Call Report or FR-Y-9C, beginning with the March 31, 2020, report. As of December 31, 2019, the Company and the Bank qualify to elect to use CBLR, and they do not plan to elect to use the CBLR.
Interstate Banking and Branching Legislation
Federal law allows banks to establish and operate a de novo branch in a state other than the bank’s home state if the law of the state where the branch is to be located would permit establishment of the branch if the bank were chartered by that state, subject to standard regulatory review and approval requirements. Federal law also allows the Bank to acquire an existing branch in a state in which the bank is not headquartered and does not maintain a branch if the FDIC and MDBCF approve the branch or acquisition, and if the law of the state in which the branch is located or to be located would permit the establishment of the branch if the bank were chartered by that state.
Once a bank has established branches in a state through an interstate merger transaction or through de novo branching, the bank may then establish and acquire additional branches within that state to the same extent that a state chartered bank is allowed to establish or acquire branches within the state.
Under the Bank Holding Company Act, a bank holding company may not directly or indirectly acquire ownership or control of more than 5% of the voting shares or substantially all of the assets of any bank holding company or bank or merge or consolidate with another bank holding company without the prior approval of the Federal Reserve. Current federal law authorizes interstate acquisitions of banks and bank holding companies without geographic limitation. Furthermore, a bank headquartered in one state is authorized to merge with a bank headquartered in another state, as long as neither of the states have opted out of such interstate merger authority prior to such date, and subject to any state requirement that the target bank shall have been in existence and operating for a minimum period of time, not to exceed five years, and subject to certain deposit market-share limitations.
FDIC Insurance
The deposits of the Bank are insured by the Deposit Insurance Fund (the “DIF”), which the FDIC administers. The Dodd-Frank Act permanently increased deposit insurance on most accounts to $250,000. To fund the DIF, FDIC-insured banks are required to pay deposit insurance assessments to the FDIC. For institutions like the Bank with less than $10 billion in assets, the amount of the assessment is based on its risk classification. The higher an institution’s risk classification, the higher its rate of assessments (on the assumption that such institutions pose a greater risk of loss to the DIF). An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern that the institution poses to the regulators. In addition, the FDIC can impose special assessments in certain instances.
The FDIC may terminate the deposit insurance of any insured depository institution, including the Bank, if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, order or any condition imposed by an agreement with the FDIC. If the FDIC terminates an institution’s deposit insurance, accounts insured at the time of the termination, less withdrawals, will continue to be insured for a period of six months to two years, as determined by the FDIC.
Affiliate Transactions
The Bank is subject to Regulation W, which comprehensively implements statutory restrictions on transactions between a bank and its affiliates. Regulation W combines the Federal Reserve’s interpretations and exemptions relating to Sections 23A and 23B of the Federal Reserve Act. Regulation W and Section 23A place limits on the amount of loans or extensions of credit to, investments in, or certain other transactions with affiliates, and on the amount of advances to third parties collateralized by the securities or obligations of affiliates. In general, the Bank’s “affiliates” are the Company and its non-bank subsidiary.
Regulation W and Section 23B prohibit, among other things, a bank from engaging in certain transactions with affiliates unless the transactions are on terms substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions with non-affiliated companies.
The Bank is also subject to certain restrictions on extensions of credit to executive officers, directors, certain principal shareholders and their related interests. Such extensions of credit must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties and must not involve more than the normal risk of repayment or present other unfavorable features.
The Community Reinvestment Act
The Community Reinvestment Act of 1977 (“CRA”) and its implementing regulations provide an incentive for regulated financial institutions to meet the credit needs of their local community or communities, including low and moderate income neighborhoods, consistent with the safe and sound operation of such financial institutions. The regulations provide that the appropriate regulatory authority will assess reports under CRA in connection with applications for establishment of domestic branches, acquisitions of banks or mergers involving bank holding companies. An unsatisfactory rating under CRA may serve as a basis to deny an application to acquire or establish a new bank, to establish a new branch or to expand banking services. As of December 31, 2019, the Bank had a “satisfactory” rating under CRA.
Patriot Act
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as extended and revised by the PATRIOT Improvement and Reauthorization Act of 2005 (the “Patriot Act”), requires each financial institution to: (i) establish an anti-money laundering program; (ii) establish due diligence policies, procedures and controls with respect to its private banking accounts and correspondent banking accounts involving foreign individuals and certain foreign financial institutions; and (iii) avoid establishing, maintaining, administering or managing correspondent accounts in the United States for, or on behalf of, foreign financial institutions that do not have a physical presence in any country. The Patriot Act also requires that financial institutions follow certain minimum standards to verify the identity of customers, both foreign and domestic, when a customer opens an account. In addition, the Patriot Act contains a provision encouraging cooperation among financial institutions, regulatory authorities and law enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably suspected of engaging in, terrorist acts or money laundering activities. Federal banking regulators are required, when reviewing bank holding company acquisition and bank merger applications, to take into account the effectiveness of the anti-money laundering activities of the applicants.
Consumer Privacy and Other Consumer Protection Laws
The Bank, like all other financial institutions, is required to maintain the privacy of its customers’ non-public, personal information. Such privacy requirements direct financial institutions to:
|
●
|
provide notice to customers regarding privacy policies and practices;
|
|
●
|
inform customers regarding the conditions under which their non-public personal information may be disclosed to non-affiliated third parties; and
|
|
●
|
give customers an option to prevent disclosure of such information to non-affiliated third parties.
|
Under the Fair and Accurate Credit Transactions Act of 2003, the Bank’s customers may also opt out of information sharing between and among the Bank and its affiliates.
The Bank is also subject, in connection with its deposit, lending and leasing activities, to numerous federal and state laws aimed at protecting consumers, including the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Equal Credit Opportunity Act, the Truth in Lending Act, the Truth-in-Savings Act, the Fair Housing Act, the Fair Credit Reporting Act, the Electronic Funds Transfer Act, the Currency and Foreign Transactions Reporting Act, the National Flood Insurance Act, the Flood Protection Act, the Bank Secrecy Act, laws and regulations governing unfair, deceptive, and/or abuse acts and practices, the Servicemembers Civil Relief Act, the Housing and Economic Recovery Act, and the Credit Card Accountability Act, among others, as well as various state laws.
Incentive Compensation
In 2010, the Federal Reserve issued guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.
Any deficiencies in compensation practices that are identified may be incorporated into the organization’s supervisory ratings, which can affect its ability to make acquisitions or perform other actions. The guidance also provides that enforcement actions may be taken against a banking organization if its incentive compensation arrangements or related risk-management control or governance processes pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.
The scope and content of banking regulators’ policies on executive compensation are continuing to develop and are likely to continue evolving in the near future. It cannot be determined at this time whether compliance with such policies will adversely affect the Company’s ability to hire, retain and motivate its key employees.
Sarbanes-Oxley
The Sarbanes-Oxley Act of 2002 is applicable to all companies with equity or debt securities registered under the Exchange Act. In particular, the Sarbanes-Oxley Act established: (i) requirements for audit committees, including independence, expertise and responsibilities; (ii) certification and related responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) standards for auditors and regulation of audits; (iv) disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) civil and criminal penalties for violation of the securities laws.
Effect of Governmental Policies
The Company and the Bank are affected by the policies of regulatory authorities, including the Federal Reserve, the FDIC, and the MDBCF. An important function of the Federal Reserve is to regulate the national money supply. Among the instruments of monetary policy used by the Federal Reserve are: (i) purchases and sales of U.S. government and other securities in the marketplace; (ii) changes in the discount rate, which is the rate any depository institution must pay to borrow from the Federal Reserve; (iii) changes in the reserve requirements of depository institutions; and (iv) indirectly, changes in the federal funds rate, which is the rate at which depository institutions lend money to each other overnight. These instruments are intended to influence economic and monetary growth, interest rate levels, and inflation.
The monetary policies of the Federal Reserve and other governmental policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. Because of changing conditions in the national and international economy and in the money markets, as well as the result of actions by monetary and fiscal authorities, it is not possible to predict with certainty future changes in interest rates, deposit levels, loan demand, or the business and results of operations of the Company and the Bank, or whether changing economic conditions will have a positive or negative effect on operations and earnings.
Other Proposals
Bills occasionally are introduced in the United States Congress and the Mississippi State Legislature and other state legislatures, and regulations occasionally are proposed by the Company’s regulatory agencies, any of which could affect the businesses, financial results, and financial condition of the Company or the Bank. Generally it cannot be predicted whether or in what form any particular proposals will be adopted or the extent to which the Company and the Bank may be affected.
Summary
The foregoing discussion sets forth certain material elements of the regulatory framework applicable to the Company and the Bank. This discussion is a brief summary of the regulatory environment in which the Company and its subsidiaries operate and is not designed to be a complete discussion of all statutes and regulations affecting such operations. Regulation of financial institutions is intended primarily for the protection of depositors, the deposit insurance fund and the banking system, and generally is not intended for the protection of shareholders. Changes in applicable laws, and their application by regulatory agencies, cannot necessarily be predicted, but could have a material effect on the business and results of the Company and its subsidiaries.
SUPPLEMENTAL STATISTICAL INFORMATION
Schedules I-A through VII present certain statistical information regarding the Company. This information is not audited and should be read in conjunction with the Company's Consolidated Financial Statements and Notes to Consolidated Financial Statements found in Item 8 of this Annual Report on Form 10-K.
Distribution of Assets, Liabilities and Shareholders' Equity and Interest Rates and Differentials
Net Interest Income, the difference between Interest Income and Interest Expense, is the most significant component of the Company's earnings. For interest analytical purposes, Management adjusts Net Interest Income to a "taxable equivalent" basis using a Federal Income Tax rate of 21% in 2019 and 2018 and 34% in 2017 on tax-exempt items (primarily interest on municipal securities).
Another significant statistic in the analysis of Net Interest Income is the net yield on earning assets. The net yield is the difference between the rate of interest earned on earning assets and the effective rate paid for all funds, non-interest bearing as well as interest bearing. Since a portion of the Bank's deposits do not bear interest, such as demand deposits, the rate paid for all funds is lower than the rate on interest bearing liabilities alone.
Recognizing the importance of interest differential to total earnings, Management places great emphasis on managing interest rate spreads. Although interest differential is affected by national, regional and local economic conditions, including the level of credit demand and interest rates, there are significant opportunities to influence interest differential through appropriate loan and investment policies which are designed to maximize the differential while maintaining sufficient liquidity and availability of incremental funds for purposes of meeting existing commitments and investment in lending and investment opportunities that may arise.
The information included in Schedule I-F presents the change in interest income and interest expense along with the reason(s) for these changes. The change attributable to volume is computed as the change in volume times the old rate. The change attributable to rate is computed as the change in rate times the old volume. The change in rate/volume is computed as the change in rate times the change in volume.
Credit Risk Management and Loan Loss Experience
In the normal course of business, the Bank assumes risks in extending credit. The Bank manages these risks through its lending policies, credit underwriting analysis, appraisal requirements, concentration and exposure limits, loan review procedures and the diversification of its loan portfolio. Although it is not possible to predict loan losses with complete accuracy, Management constantly reviews the characteristics of the loan portfolio to determine its overall risk profile and quality.
Constant attention to the quality of the loan portfolio is achieved by the loan review process. Throughout this ongoing process, Management is advised of the condition of individual loans and of the quality profile of the entire loan portfolio. Any loan or portion thereof which is classified "loss" by regulatory examiners or which is determined by Management to be uncollectible because of such factors as the borrower's failure to pay interest or principal, the borrower's financial condition, economic conditions in the borrower's industry or the inadequacy of underlying collateral, is charged-off.
Provisions are charged to operating expense based upon historical loss experience, and additional amounts are provided when, in the opinion of Management, such provisions are not adequate based upon the current factors affecting loan collectability.
The allocation of the allowance for loan losses by loan category is based on the factors mentioned in the preceding paragraphs. Accordingly, since all of these factors are subject to change, the allocation is not necessarily indicative of the breakdown of future losses. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-03, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the current incurred loss impairment methodology with a methodology that reflects all current expected credit losses (“CECL”) and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. ASU 2016-13 was originally to become effective for the Company for interim and annual periods beginning after December 15, 2019. In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates. ASU 2019-10 amends the effective date for certain entities, including the Company, for ASU 2016-13, which is now effective for the Company in fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of this ASU could materially affect its allowance for loan loss methodology, including the calculation of its provision for loan losses. For additional details regarding the pending adoption of this accounting pronouncement, see Note A – Business and Summary of Significant Accounting Policies included in Part II. Item 8. – Financial Statements and Supplementary Data of this report.
Further information concerning the provision for loan losses and the allowance for loan losses is presented in "Management's Discussion and Analysis" in Item 7 of this Annual Report on Form 10-K and in “Note A - Business and Summary of Significant Accounting Policies” to the 2019 Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Return on Equity and Assets
The Company’s results and key ratios for 2015 – 2019 are summarized in the "Selected Financial Data" in Item 6 and "Management's Discussion and Analysis" in Item 7 of this Annual Report on Form 10-K.
Dividends
The Company paid a cash dividend of $ .03, $ .02 and $ .01 per share for the years ended December 31, 2019, 2018 and 2017, respectively.
SCHEDULE I-A
Distribution of Average Assets, Liabilities and Shareholders’ Equity (1) (In thousands)
For the Years Ended December 31,
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
21,571
|
|
|
$
|
23,113
|
|
|
$
|
32,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities
|
|
|
206,231
|
|
|
|
220,076
|
|
|
|
217,059
|
|
Non-taxable securities
|
|
|
8,953
|
|
|
|
13,055
|
|
|
|
15,677
|
|
Other securities
|
|
|
2,096
|
|
|
|
1,519
|
|
|
|
1,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities
|
|
|
37,987
|
|
|
|
33,864
|
|
|
|
29,389
|
|
Non-taxable securities
|
|
|
16,460
|
|
|
|
18,208
|
|
|
|
19,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other investments
|
|
|
2,644
|
|
|
|
2,811
|
|
|
|
2,735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans (2)
|
|
|
262,259
|
|
|
|
268,019
|
|
|
|
284,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances due from depository institutions
|
|
|
15,404
|
|
|
|
9,498
|
|
|
|
27,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
49,314
|
|
|
|
51,114
|
|
|
|
50,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
622,919
|
|
|
$
|
641,277
|
|
|
$
|
680,115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing deposits
|
|
$
|
121,829
|
|
|
$
|
121,055
|
|
|
$
|
132,748
|
|
Interest bearing deposits
|
|
|
378,758
|
|
|
|
401,365
|
|
|
|
435,390
|
|
Total deposits
|
|
|
500,587
|
|
|
|
522,420
|
|
|
|
568,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
30,778
|
|
|
|
33,731
|
|
|
|
21,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
531,365
|
|
|
|
556,151
|
|
|
|
589,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity
|
|
|
91,554
|
|
|
|
85,126
|
|
|
|
90,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
$
|
622,919
|
|
|
$
|
641,277
|
|
|
$
|
680,115
|
|
(1) All averages are computed on a daily basis.
(2) Gross loans and discounts, net of unearned income and allowance for loan losses.
SCHEDULE I-B
Average (1) Amount Outstanding for Major Categories of Interest Earning Assets
And Interest Bearing Liabilities (In thousands)
For the Years Ended December 31,
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EARNING ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans (2)
|
|
$
|
267,263
|
|
|
$
|
273,724
|
|
|
$
|
290,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances due from depository institutions
|
|
|
15,404
|
|
|
|
9,498
|
|
|
|
27,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities
|
|
|
206,231
|
|
|
|
220,076
|
|
|
|
217,059
|
|
Non-taxable securities
|
|
|
8,953
|
|
|
|
13,055
|
|
|
|
15,677
|
|
Other securities
|
|
|
2,096
|
|
|
|
1,519
|
|
|
|
1,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities
|
|
|
37,987
|
|
|
|
33,864
|
|
|
|
29,389
|
|
Non-taxable securities
|
|
|
16,460
|
|
|
|
18,208
|
|
|
|
19,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INTEREST EARNING ASSETS
|
|
$
|
554,394
|
|
|
$
|
569,944
|
|
|
$
|
600,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST BEARING LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings and negotiable interest bearing deposits
|
|
$
|
291,152
|
|
|
$
|
317,197
|
|
|
$
|
353,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits
|
|
|
87,606
|
|
|
|
84,168
|
|
|
|
82,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased
|
|
|
|
|
|
|
369
|
|
|
|
354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings from FHLB
|
|
|
10,242
|
|
|
|
13,044
|
|
|
|
1,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INTEREST BEARING LIABILITIES
|
|
$
|
389,000
|
|
|
$
|
414,778
|
|
|
$
|
437,627
|
|
(1) All averages are computed on a daily basis.
(2) Net of unearned income. Includes nonaccrual loans
SCHEDULE I-C
Interest Earned or Paid on Major Categories of Interest Earning Assets
And Interest Bearing Liabilities (In thousands)
For the Years Ended December 31,
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EARNED ON:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
13,812
|
|
|
$
|
13,265
|
|
|
$
|
12,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances due from depository institutions
|
|
|
346
|
|
|
|
205
|
|
|
|
420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities
|
|
|
4,788
|
|
|
|
4,349
|
|
|
|
3,298
|
|
Non-taxable securities
|
|
|
422
|
|
|
|
608
|
|
|
|
864
|
|
Other securities
|
|
|
71
|
|
|
|
22
|
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities
|
|
|
1,141
|
|
|
|
970
|
|
|
|
753
|
|
Non-taxable securities
|
|
|
551
|
|
|
|
580
|
|
|
|
717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INTEREST EARNED (1)
|
|
$
|
21,131
|
|
|
$
|
19,999
|
|
|
$
|
19,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST PAID ON:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings and negotiable interest bearing deposits
|
|
$
|
1,662
|
|
|
$
|
1,468
|
|
|
$
|
736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits
|
|
|
1,336
|
|
|
|
886
|
|
|
|
637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased
|
|
|
|
|
|
|
10
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other borrowed funds
|
|
|
248
|
|
|
|
294
|
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INTEREST PAID
|
|
$
|
3,246
|
|
|
$
|
2,658
|
|
|
$
|
1,423
|
|
(1) All interest earned is reported on a taxable equivalent basis using a tax rate of 21% for 2019 and 2018 and 34% for 2017. See disclosure of non-GAAP financial measures on pages 42-43.
SCHEDULE I-D
Average Interest Rate Earned or Paid for Major Categories of
Interest Earning Assets And Interest Bearing Liabilities
For the Years Ended December 31,
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVERAGE RATE EARNED ON:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
|
5.17
|
%
|
|
|
4.85
|
%
|
|
|
4.47
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances due from depository institutions
|
|
|
2.25
|
%
|
|
|
2.16
|
%
|
|
|
1.51
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities
|
|
|
2.32
|
%
|
|
|
1.98
|
%
|
|
|
1.52
|
%
|
Non-taxable securities
|
|
|
4.71
|
%
|
|
|
4.66
|
%
|
|
|
5.51
|
%
|
Other securities
|
|
|
3.39
|
%
|
|
|
1.45
|
%
|
|
|
2.56
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities
|
|
|
3.00
|
%
|
|
|
2.86
|
%
|
|
|
2.56
|
%
|
Non-taxable securities
|
|
|
3.35
|
%
|
|
|
3.19
|
%
|
|
|
3.76
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL (weighted average rate)(1)
|
|
|
3.81
|
%
|
|
|
3.51
|
%
|
|
|
3.17
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVERAGE RATE PAID ON:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings and negotiable interest bearing deposits
|
|
|
.57
|
%
|
|
|
.46
|
%
|
|
|
.21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits
|
|
|
1.53
|
%
|
|
|
1.05
|
%
|
|
|
.78
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased
|
|
|
|
|
|
|
2.71
|
%
|
|
|
.85
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other borrowed funds
|
|
|
2.42
|
%
|
|
|
2.25
|
%
|
|
|
2.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL (weighted average rate)
|
|
|
.83
|
%
|
|
|
.64
|
%
|
|
|
.33
|
%
|
(1) All interest earned is reported on a taxable equivalent basis using a tax rate of 21% for 2019 and 2018 and 34% for 2017. See disclosure of non-GAAP financial measures on pages 42 and 43.
SCHEDULE I-E
Net Interest Earnings and Net Yield on Interest Earning Assets
(In thousands, except percentages)
For the Years Ended December 31,
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income (1)
|
|
$
|
21,131
|
|
|
$
|
19,999
|
|
|
$
|
19,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
3,246
|
|
|
|
2,658
|
|
|
|
1,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest earnings
|
|
$
|
17,885
|
|
|
$
|
17,341
|
|
|
$
|
17,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net yield on interest earning assets
|
|
|
3.23
|
%
|
|
|
3.04
|
%
|
|
|
2.94
|
%
|
(1) All interest earned is reported on a taxable equivalent basis using a tax rate of 21% for 2019 and 2018 and 34% for 2017. See disclosure of non-GAAP financial measures on pages 42 and 43.
SCHEDULE I-F
Analysis of Changes in Interest Income and Interest Expense
(In thousands)
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
2019
|
|
|
2018
|
|
|
(Decrease)
|
|
|
Volume
|
|
|
Rate
|
|
|
Rate/Volume
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EARNED ON:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans (1)
|
|
$
|
13,812
|
|
|
$
|
13,265
|
|
|
$
|
547
|
|
|
$
|
(313
|
)
|
|
$
|
881
|
|
|
$
|
(21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances due from depository institutions
|
|
|
346
|
|
|
|
205
|
|
|
|
141
|
|
|
|
128
|
|
|
|
8
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities
|
|
|
4,788
|
|
|
|
4,349
|
|
|
|
439
|
|
|
|
(273
|
)
|
|
|
760
|
|
|
|
(48
|
)
|
Non-taxable securities
|
|
|
422
|
|
|
|
608
|
|
|
|
(186
|
)
|
|
|
(191
|
)
|
|
|
7
|
|
|
|
(2
|
)
|
Other securities
|
|
|
71
|
|
|
|
22
|
|
|
|
49
|
|
|
|
8
|
|
|
|
30
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities
|
|
|
1,141
|
|
|
|
970
|
|
|
|
171
|
|
|
|
118
|
|
|
|
47
|
|
|
|
6
|
|
Non-taxable securities
|
|
|
551
|
|
|
|
580
|
|
|
|
(29
|
)
|
|
|
(56
|
)
|
|
|
30
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INTEREST EARNED (2)
|
|
$
|
21,131
|
|
|
$
|
19,999
|
|
|
$
|
1,132
|
|
|
$
|
(579
|
)
|
|
$
|
1,763
|
|
|
$
|
(52
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST PAID ON:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings and negotiable interest bearing deposits
|
|
$
|
1,662
|
|
|
$
|
1,468
|
|
|
$
|
194
|
|
|
$
|
(121
|
)
|
|
$
|
343
|
|
|
$
|
(28
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits
|
|
|
1,336
|
|
|
|
886
|
|
|
|
450
|
|
|
|
36
|
|
|
|
398
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased
|
|
|
|
|
|
|
10
|
|
|
|
(10
|
)
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other borrowed funds
|
|
|
248
|
|
|
|
294
|
|
|
|
(46
|
)
|
|
|
(63
|
)
|
|
|
22
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INTEREST PAID
|
|
$
|
3,246
|
|
|
$
|
2,658
|
|
|
$
|
588
|
|
|
$
|
(158
|
)
|
|
$
|
763
|
|
|
$
|
(17
|
)
|
(1) Loan fees of $304 and $310 for 2019 and 2018, respectively, are included in these figures.
(2) All interest earned is reported on a taxable equivalent basis using a tax rate of 21% for 2019 and 2018. See disclosure of non-GAAP financial measures on pages 42 and 43.
SCHEDULE I-F (continued)
Analysis of Changes in Interest Income and Interest Expense
(In thousands)
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
2018
|
|
|
2017
|
|
|
(Decrease)
|
|
|
Volume
|
|
|
Rate
|
|
|
Rate/Volume
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EARNED ON:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans (1)
|
|
$
|
13,265
|
|
|
$
|
12,970
|
|
|
$
|
295
|
|
|
$
|
(742
|
)
|
|
$
|
1,100
|
|
|
$
|
(63
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances due from depository institutions
|
|
|
205
|
|
|
|
420
|
|
|
|
(215
|
)
|
|
|
(277
|
)
|
|
|
180
|
|
|
|
(118
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities
|
|
|
4,349
|
|
|
|
3,298
|
|
|
|
1,051
|
|
|
|
46
|
|
|
|
991
|
|
|
|
14
|
|
Non-taxable securities
|
|
|
608
|
|
|
|
864
|
|
|
|
(256
|
)
|
|
|
(145
|
)
|
|
|
(134
|
)
|
|
|
23
|
|
Other securities
|
|
|
22
|
|
|
|
26
|
|
|
|
(4
|
)
|
|
|
13
|
|
|
|
(11
|
)
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable securities
|
|
|
970
|
|
|
|
753
|
|
|
|
217
|
|
|
|
115
|
|
|
|
89
|
|
|
|
13
|
|
Non-taxable securities
|
|
|
580
|
|
|
|
717
|
|
|
|
(137
|
)
|
|
|
(33
|
)
|
|
|
(109
|
)
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INTEREST EARNED (2)
|
|
$
|
19,999
|
|
|
$
|
19,048
|
|
|
$
|
951
|
|
|
$
|
(1,023
|
)
|
|
$
|
2,106
|
|
|
$
|
(132
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST PAID ON:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings and negotiable interest bearing deposits
|
|
$
|
1,468
|
|
|
$
|
736
|
|
|
$
|
732
|
|
|
$
|
(75
|
)
|
|
$
|
899
|
|
|
$
|
(92
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits
|
|
|
886
|
|
|
|
637
|
|
|
|
249
|
|
|
|
17
|
|
|
|
227
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased
|
|
|
10
|
|
|
|
3
|
|
|
|
7
|
|
|
|
1
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other borrowed funds
|
|
|
294
|
|
|
|
47
|
|
|
|
247
|
|
|
|
279
|
|
|
|
(5
|
)
|
|
|
(27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INTEREST PAID
|
|
$
|
2,658
|
|
|
$
|
1,423
|
|
|
$
|
1,235
|
|
|
$
|
222
|
|
|
$
|
1,127
|
|
|
$
|
(114
|
)
|
(1) Loan fees of $310 and $338 for 2018 and 2017, respectively, are included in these figures.
(2) All interest earned is reported on a taxable equivalent basis using a tax rate of 21% for 2018 and 34% for 2017. See disclosure of non-GAAP financial measures on pages 42 and 43.
SCHEDULE II-A
Book Value of Securities Portfolio
(In thousands)
December 31,
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasuries, U.S. Government agencies and Mortgage-backed securities
|
|
$
|
189,864
|
|
|
$
|
211,014
|
|
|
$
|
230,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
States and political subdivisions
|
|
|
6,447
|
|
|
|
11,096
|
|
|
|
14,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
196,311
|
|
|
$
|
222,110
|
|
|
$
|
245,206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government Agencies
|
|
$
|
5,000
|
|
|
$
|
8,185
|
|
|
$
|
8,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
States and political subdivisions
|
|
|
47,231
|
|
|
|
46,413
|
|
|
|
42,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
52,231
|
|
|
$
|
54,598
|
|
|
$
|
51,163
|
|
SCHEDULE II-B
Maturity of Securities Portfolio at December 31, 2019
And Weighted Average Yields of Such Securities
(In thousands, except percentage data)
|
|
Maturity
|
|
|
|
|
|
|
|
|
|
|
|
After one year but
|
|
|
After five years but
|
|
|
|
|
|
|
Within one year
|
|
|
within five years
|
|
|
within ten years
|
|
|
After ten years
|
|
December 31, 2019
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasuries, U.S. Government agencies and Mortgage-backed securities
|
|
$
|
26,023
|
|
|
|
1.78
|
%
|
|
$
|
38,068
|
|
|
|
1.50
|
%
|
|
$
|
42,950
|
|
|
|
2.30
|
%
|
|
$
|
82,823
|
|
|
|
3.26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
States and political subdivisions
|
|
|
2,483
|
|
|
|
3.65
|
%
|
|
|
3,824
|
|
|
|
3.73
|
%
|
|
|
140
|
|
|
|
3.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
28,506
|
|
|
|
2.08
|
%
|
|
$
|
41,892
|
|
|
|
1.95
|
%
|
|
$
|
43,090
|
|
|
|
2.30
|
%
|
|
$
|
82,823
|
|
|
|
3.26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
5,000
|
|
|
|
2.04
|
%
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
States and political subdivisions
|
|
|
2,718
|
|
|
|
2.62
|
%
|
|
|
17,036
|
|
|
|
3.15
|
%
|
|
|
19,209
|
|
|
|
3.08
|
%
|
|
|
8,268
|
|
|
|
3.51
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,718
|
|
|
|
2.62
|
%
|
|
$
|
17,036
|
|
|
|
3.15
|
%
|
|
$
|
24,209
|
|
|
|
2.93
|
%
|
|
$
|
8,268
|
|
|
|
3.51
|
%
|
Note: The weighted average yields are calculated on the basis of cost. Average yields on investments in states and political subdivisions are based on their contractual yield. Available for sale securities are stated at fair value and held to maturity securities are stated at amortized cost.
SCHEDULE III-A
Loan Portfolio
Loans by Type Outstanding (1) (In thousands)
December 31,
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate, construction
|
|
$
|
26,188
|
|
|
$
|
34,229
|
|
|
$
|
32,211
|
|
|
$
|
32,794
|
|
|
$
|
36,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate, mortgage
|
|
|
198,907
|
|
|
|
197,113
|
|
|
|
206,528
|
|
|
|
226,157
|
|
|
|
243,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans to finance agricultural production
|
|
|
92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
37,340
|
|
|
|
35,076
|
|
|
|
35,174
|
|
|
|
48,361
|
|
|
|
50,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans to individuals for household, family and other consumer expenditures
|
|
|
5,254
|
|
|
|
5,694
|
|
|
|
5,310
|
|
|
|
6,264
|
|
|
|
6,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of states and political subdivisions
|
|
|
1,006
|
|
|
|
956
|
|
|
|
839
|
|
|
|
1,646
|
|
|
|
428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other loans
|
|
|
162
|
|
|
|
278
|
|
|
|
387
|
|
|
|
133
|
|
|
|
144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
268,949
|
|
|
$
|
273,346
|
|
|
$
|
280,449
|
|
|
$
|
315,355
|
|
|
$
|
337,557
|
|
(1) No foreign debt outstanding.
SCHEDULE III-B
Maturities and Sensitivity to Changes in
Interest Rates of the Loan Portfolio as of December 31, 2019
(In thousands)
|
|
Maturity
|
|
|
|
|
|
|
Over one year
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
One year or less
|
|
|
through 5 years
|
|
|
Over 5 years
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate, construction
|
|
$
|
6,573
|
|
|
$
|
11,452
|
|
|
$
|
8,163
|
|
|
$
|
26,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate, mortgage
|
|
|
12,302
|
|
|
|
70,928
|
|
|
|
115,677
|
|
|
|
198,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
|
|
|
|
|
|
|
|
|
|
92
|
|
|
|
92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
18,021
|
|
|
|
13,623
|
|
|
|
5,696
|
|
|
|
37,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans to individuals for household, family and other consumer expenditures
|
|
|
1,918
|
|
|
|
2,877
|
|
|
|
459
|
|
|
|
5,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of states and political subdivisions
|
|
|
|
|
|
|
746
|
|
|
|
260
|
|
|
|
1,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other loans
|
|
|
88
|
|
|
|
74
|
|
|
|
|
|
|
|
162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
38,902
|
|
|
$
|
99,700
|
|
|
$
|
130,347
|
|
|
$
|
268,949
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans with pre-determined interest rates
|
|
$
|
17,599
|
|
|
$
|
89,160
|
|
|
$
|
90,013
|
|
|
$
|
196,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans with floating interest rates
|
|
|
21,303
|
|
|
|
10,540
|
|
|
|
40,334
|
|
|
|
72,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
38,902
|
|
|
$
|
99,700
|
|
|
$
|
130,347
|
|
|
$
|
268,949
|
|
SCHEDULE III-C
Non-Performing Loans (In thousands)
December 31,
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans accounted for on a nonaccrual basis (1)
|
|
$
|
9,266
|
|
|
$
|
8,250
|
|
|
$
|
13,810
|
|
|
$
|
11,854
|
|
|
$
|
15,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans which are contractually past due 90 or more days as to interest or principal payment, but are not included above
|
|
|
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
146
|
|
(1) The Bank places loans on a nonaccrual status when, in the opinion of Management, they possess sufficient uncertainty as to timely collection of interest or principal so as to preclude the recognition in reported earnings of some or all of the contractual interest. See “Note A – Business and Summary of Significant Accounting Policies” and “Note C – Loans” to the 2019 Consolidated Financial Statements in Item 8 in this Annual Report on Form 10-K for discussion of impaired loans.
SCHEDULE IV-A
Summary of Loan Loss Expenses
(In thousands, except percentage data)
December 31,
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average amount of loans outstanding (1)(2)
|
|
$
|
267,263
|
|
|
$
|
273,724
|
|
|
$
|
290,329
|
|
|
$
|
327,819
|
|
|
$
|
356,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of allowance for loan losses at beginning of period
|
|
$
|
5,340
|
|
|
$
|
6,153
|
|
|
$
|
5,466
|
|
|
$
|
8,070
|
|
|
$
|
9,206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans charged-off:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial and agricultural
|
|
|
|
|
|
|
372
|
|
|
|
36
|
|
|
|
509
|
|
|
|
275
|
|
Consumer and other
|
|
|
1,328
|
|
|
|
1,038
|
|
|
|
243
|
|
|
|
3,013
|
|
|
|
3,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans charged-off
|
|
|
1,328
|
|
|
|
1,410
|
|
|
|
279
|
|
|
|
3,522
|
|
|
|
4,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries of loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, financial and agricultural
|
|
|
55
|
|
|
|
112
|
|
|
|
11
|
|
|
|
62
|
|
|
|
19
|
|
Consumer and other
|
|
|
140
|
|
|
|
363
|
|
|
|
839
|
|
|
|
288
|
|
|
|
371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recoveries
|
|
|
195
|
|
|
|
475
|
|
|
|
850
|
|
|
|
350
|
|
|
|
390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans charged-off (recovered)
|
|
|
1,133
|
|
|
|
935
|
|
|
|
(571
|
)
|
|
|
3,172
|
|
|
|
3,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses charged to operating expense
|
|
|
|
|
|
|
122
|
|
|
|
116
|
|
|
|
568
|
|
|
|
2,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of allowance for loan losses at end of period
|
|
$
|
4,207
|
|
|
$
|
5,340
|
|
|
$
|
6,153
|
|
|
$
|
5,466
|
|
|
$
|
8,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net charge-offs during period to average loans outstanding
|
|
|
0.42
|
%
|
|
|
0.34
|
%
|
|
|
(.20%
|
)
|
|
|
0.97
|
%
|
|
|
1.04
|
%
|
(1) Net of unearned income.
(2) Includes nonaccrual loans.
SCHEDULE IV-B
Allocation of the Allowance for Loan Losses
(In thousands except percentage data)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
|
|
Loans to
|
|
|
|
|
|
|
Loans to
|
|
|
|
|
|
|
Loans to
|
|
|
|
|
|
|
Loans to
|
|
|
|
|
|
|
Loans to
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
December 31,
|
|
Amount
|
|
|
Loans
|
|
|
Amount
|
|
|
Loans
|
|
|
Amount
|
|
|
Loans
|
|
|
Amount
|
|
|
Loans
|
|
|
Amount
|
|
|
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate, construction
|
|
$
|
102
|
|
|
|
9
|
|
|
$
|
428
|
|
|
|
12
|
|
|
$
|
242
|
|
|
|
11
|
|
|
$
|
262
|
|
|
|
10
|
|
|
$
|
778
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate, mortgage
|
|
|
3,457
|
|
|
|
73
|
|
|
|
4,181
|
|
|
|
72
|
|
|
|
4,574
|
|
|
|
73
|
|
|
|
4,150
|
|
|
|
71
|
|
|
|
5,964
|
|
|
|
70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans to finance agricultural production
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
553
|
|
|
|
13
|
|
|
|
599
|
|
|
|
12
|
|
|
|
1,161
|
|
|
|
12
|
|
|
|
850
|
|
|
|
15
|
|
|
|
1,075
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans to individuals for household, family and other consumer expenditures
|
|
|
91
|
|
|
|
2
|
|
|
|
128
|
|
|
|
2
|
|
|
|
174
|
|
|
|
2
|
|
|
|
200
|
|
|
|
2
|
|
|
|
247
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of states and political subdivisions
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other loans
|
|
|
3
|
|
|
|
1
|
|
|
|
3
|
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
4
|
|
|
|
1
|
|
|
|
5
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,207
|
|
|
|
100
|
|
|
$
|
5,340
|
|
|
|
100
|
|
|
$
|
6,153
|
|
|
|
100
|
|
|
$
|
5,466
|
|
|
|
100
|
|
|
$
|
8,070
|
|
|
|
100
|
|
SCHEDULE V
Summary of Average Deposits and Their Yields
(In thousands, except percentage data)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Years Ended December 31,
|
|
Amount
|
|
|
Rate
|
|
|
Amount
|
|
|
Rate
|
|
|
Amount
|
|
|
Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits in domestic offices
|
|
$
|
121,829
|
|
|
|
N/A
|
|
|
$
|
121,055
|
|
|
|
N/A
|
|
|
$
|
132,748
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Negotiable interest bearing deposits in domestic offices
|
|
|
230,492
|
|
|
|
.69
|
%
|
|
|
257,750
|
|
|
|
.55
|
%
|
|
|
295,413
|
|
|
|
.24
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings deposits in domestic offices
|
|
|
60,660
|
|
|
|
.13
|
%
|
|
|
59,447
|
|
|
|
.09
|
%
|
|
|
57,939
|
|
|
|
.05
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits in domestic offices
|
|
|
87,606
|
|
|
|
1.53
|
%
|
|
|
84,168
|
|
|
|
1.05
|
%
|
|
|
82,038
|
|
|
|
.78
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
500,587
|
|
|
|
1.05
|
%
|
|
$
|
522,420
|
|
|
|
.73
|
%
|
|
$
|
568,138
|
|
|
|
.49
|
%
|
Certificates of deposit in amounts of $100,000 or more by the amount of time remaining until maturity as of December 31, 2019, are as follows (in thousands):
Remaining maturity:
|
|
|
|
|
|
|
|
|
|
3 months or less
|
|
$
|
35,717
|
|
Over 3 months through 6 months
|
|
|
7,586
|
|
Over 6 months through 12 months
|
|
|
10,586
|
|
Over 12 months
|
|
|
10,603
|
|
|
|
|
|
|
Total
|
|
$
|
64,492
|
|
SCHEDULE VI
Short Term Borrowings
(In thousands, except percentage data)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
|
|
$
|
2,500
|
|
|
$
|
35,000
|
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate at December 31,
|
|
|
2.07
|
%
|
|
|
2.65
|
%
|
|
|
1.45
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum outstanding at any month- end during year
|
|
$
|
26,064
|
|
|
$
|
35,000
|
|
|
$
|
11,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average amount outstanding during year
|
|
$
|
10,242
|
|
|
$
|
13,044
|
|
|
$
|
1,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate
|
|
|
2.42
|
%
|
|
|
2.27
|
%
|
|
|
2.44
|
%
|
Note: Short term borrowings include federal funds purchased from other banks and short term borrowings from the Federal Home Loan Bank.
SCHEDULE VII
Interest Sensitivity/Gap Analysis
(In thousands)
December 31, 2019:
|
|
0 - 3 Months
|
|
|
4 - 12 Months
|
|
|
1 - 5 Years
|
|
|
Over 5 Years
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans (1)
|
|
$
|
77,413
|
|
|
$
|
11,532
|
|
|
$
|
83,110
|
|
|
$
|
87,628
|
|
|
$
|
259,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities
|
|
|
5,261
|
|
|
|
23,245
|
|
|
|
41,892
|
|
|
|
125,913
|
|
|
|
196,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity securities
|
|
|
950
|
|
|
|
1,768
|
|
|
|
17,036
|
|
|
|
32,477
|
|
|
|
52,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
83,624
|
|
|
$
|
36,545
|
|
|
$
|
142,038
|
|
|
$
|
246,018
|
|
|
$
|
508,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FUNDING SOURCES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing deposits
|
|
$
|
304,732
|
|
|
$
|
29,094
|
|
|
$
|
19,725
|
|
|
$
|
|
|
|
$
|
353,551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings from FHLB
|
|
|
2,515
|
|
|
|
44
|
|
|
|
252
|
|
|
|
715
|
|
|
|
3,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
307,247
|
|
|
$
|
29,138
|
|
|
$
|
19,977
|
|
|
$
|
715
|
|
|
$
|
357,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REPRICING/MATURITY GAP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
$
|
(223,623
|
)
|
|
$
|
7,407
|
|
|
$
|
122,061
|
|
|
$
|
245,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
|
|
|
(223,623
|
)
|
|
|
(216,216
|
)
|
|
|
(94,155
|
)
|
|
|
151,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Gap/Total Assets
|
|
|
(37.60%
|
)
|
|
|
(36.36%
|
)
|
|
|
(15.83%
|
)
|
|
|
25.42
|
%
|
|
|
|
|
(1) Amounts stated include fixed and variable rate loans that are still accruing interest. Variable rate loans are included in the next period in which they are subject to a change in rate. The principal portions of scheduled payments on fixed instruments are included in the period in which they become due or mature.
Capital Resources
Information about the Company’s capital resources is included in “Note J – Shareholders’ Equity” to the 2019 Consolidated Financial Statements in this Annual Report on Form 10-K.