See Notes to Consolidated Financial Statements.
See Notes to Consolidated Financial Statements.
See Notes to Consolidated Financial Statements.
See Notes to Consolidated Financial Statements.
See Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A – BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Business of The Company
Peoples Financial Corporation (the “Company”) is a one-bank holding company headquartered in Biloxi, Mississippi. Its two subsidiaries are The Peoples Bank, Biloxi, Mississippi (the “Bank”), and PFC Service Corp. Its principal subsidiary is the Bank, which provides a full range of banking, financial and trust services to state, county and local government entities and individuals and small and commercial businesses operating in those portions of Mississippi, Louisiana and Alabama which are within a fifty mile radius of the Waveland, Wiggins and Gautier branches, the Bank’s three most outlying locations (the “trade area”).
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Basis of Accounting
The Company and its subsidiaries recognize assets and liabilities, and income and expense, on the accrual basis of accounting. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Material estimates common to the banking industry that are particularly susceptible to significant change in the near term include, but are not limited to, the determination of the allowance for loan losses, the valuation of other real estate acquired in connection with foreclosure or in satisfaction of loans, assumptions relating to employee and director benefit plan liabilities and valuation allowances associated with the realization of deferred tax assets, which are based on future taxable income.
Revenue Recognition
Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), prescribes the process related to the recognition of revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 excludes revenue streams relating to loans and investment securities, which are the major source of revenue for the Company, from its scope. Consistent with this guidance, the Company recognizes non-interest income within the scope of this guidance as services are transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for those services.
Other types of revenue contracts, the income from which is included in non-interest income, that are within the scope of ASU 2014-09 are:
Trust department income and fees: A contract for fiduciary and/or investment administration services on personal trust accounts and corporate trust services. Personal trust fee income is determined as a percentage of assets under management and is recognized over the period the underlying trust is serviced. Corporate trust fee income is recognized over the period the Company provides service to the entity.
Service charges on deposit accounts: The deposit contract obligates the Company to serve as a custodian of the customer’s deposited funds and is generally terminable at will by either party. The contract permits the customer to access the funds on deposit and request additional services for which the Company earns a fee, including NSF and analysis charges, related to the deposit account. Income for deposit accounts is recognized over the statement cycle period (typically on a monthly basis) or at the time the service is provided, if additional services are requested.
ATM fee income: A contract between the Company, as a card-issuing bank, and its customers whereby the Company receives a transaction fee from the merchant’s bank whenever a customer uses a debit or credit card to make a purchase. These fees are earned as the service is provided (i.e., when the customer uses a debit or ATM card).
Other non-interest income: Other non-interest income includes several items, such as wire transfer income, check cashing fees, gain (loss) from sales of other real estate, the increase in cash surrender value of life insurance, rental income from bank properties and safe deposit box rental fees. This income is generally recognized at the time the service is provided and/or the income is earned.
Revision of Prior Period Financial Statements
During 2022, the Company recorded two error corrections in previously issued financial statements. The first error correction related to accounting for a low-income housing partnership in which the Company was a 99% limited partner. The error is described under Note 1 to the Unaudited Consolidated Financial Statements contained in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022, which is incorporated herein by reference.
The second error correction was related to the Company’s accounting for bank premises and equipment. While reviewing the Company’s accruals for depreciation related to certain bank premises and equipment, the Company noticed that it had been over-accruing depreciation expenses beginning in 2006, causing expenses and the accumulation of depreciation in prior periods that were more than what should have been recorded under GAAP.
Each of the errors at each period end represented 3% or less of our shareholders' equity in all prior periods, and the aggregate net effect of the error corrections on sharholders’ equity was minimal. In accordance with the guidance set forth in SEC Staff Accounting Bulletin 99, Materiality, and SEC Staff Accounting Bulletin 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financials, the Company concluded that the errors were not material, to any prior periods, the current period or the trend in earnings from a quantitative and qualitative perspective. However, correcting the cumulative effect of the errors in the current period would have resulted in a material misstatement in the current period and, as such, the Company has revised its previously reported financial information contained in our annual report on Form 10-K for the year ended December 31, 2022, to correct the immaterial errors. The Company will also revise previously reported financial information for these immaterial errors in future filings, as applicable.
A summary of revisions to certain previously reported financial information is presented below:
Revised Consolidated Statements of Condition as of December 31, 2021 (in thousands):
| | As Reported | | | Adjustment | | | As Revised | |
| | | | | | | | | | | | |
Other investments | | $ | 2,404 | | | $ | (2,054 | ) | | $ | 350 | |
Bank premises and equipment, net of accumulated depreciation | | $ | 15,799 | | | $ | 2,191 | | | $ | 17,990 | |
Total assets | | | 818,813 | | | | 137 | | | | 818,950 | |
Undivided profits | | | 22,965 | | | | 137 | | | | 23,102 | |
Revised Consolidated Statements of Shareholders’ Equity for the twelve months ended December 31, 2021 (in thousands):
| | Twelve Months Ended December 31, 2021 | |
| | As Reported | | | Adjustment | | | As Revised | |
| | | | | | | | | | | | |
Beginning balance undivided profits | | $ | 18,335 | | | $ | (195 | ) | | $ | 18,140 | |
Beginning balance total shareholders' equity | | | 94,866 | | | | (195 | ) | | | 94,671 | |
Ending balance undivided profits | | | 22,965 | | | | 137 | | | | 23,102 | |
Ending balance total shareholders' equity | | | 91,592 | | | | 137 | | | | 91,729 | |
Revised Consolidated Income Statements for the twelve months ended December 31, 2021 and 2020 (in thousands):
| | Twelve Months Ended December 31, 2021 | |
| | As Reported | | | Adjustment | | | As Revised | |
| | | | | | | | | | | | |
Non-Interest Expense | | $ | 22,954 | | | $ | (332 | ) | | $ | 22,622 | |
Net Income | | | 8,579 | | | | 332 | | | | 8,911 | |
Basic and diluted earnings (loss) per share | | | 1.77 | | | | 0.07 | | | | 1.84 | |
| | Twelve Months Ended December 31, 2020 | |
| | As Reported | | | Adjustment | | | As Revised | |
| | | | | | | | | | | | |
Non-Interest Expense | | $ | 21,727 | | | $ | (193 | ) | | $ | 21,534 | |
Net Income | | | (2,751 | ) | | | 193 | | | | (2,558 | ) |
Basic and diluted earnings (loss) per share | | | (0.56 | ) | | | 0.04 | | | | (0.52 | ) |
New Accounting Pronouncements
Accounting Standards Update 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), is intended to provide financial statement users with more decision-useful information related to expected credit losses on financial instruments and other commitments to extend credit by replacing the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. ASU 2016-13 does not specify the method for measuring expected credit losses, and an entity is allowed to apply methods that reasonably reflect its expectations of the credit loss estimate. Additionally, the amendments of ASU 2016-13 require that credit losses on available for sale debt securities be presented as an allowance rather than as a write-down.
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 Accounting Standards Update 2019 – 10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates (“ASU 2019–10”). ASU 2019-10 amends the effective date for certain entities, including the Company, for ASU 2016-13, Financial Instruments – Credit Losses. Because the Company is a smaller reporting company, ASU 2016-13 is now effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. In March 2022, the Financial Accounting Standards Board issued Accounting Standards Update 2022-02 (“ASU 2022-02”), Financial Instruments-Credit Losses (Topic 326). ASU 2022-02 amends guidance relating to trouble debt restructurings for all entities after they have adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
The Company has established a Current Expected Credit Loss (CECL) Committee which includes the appropriate members of management, credit administration and accounting to evaluate the impact this ASU will have on the Company’s financial position, results of operations and financial statement disclosures and determine the most appropriate method of implementing this ASU. The Company selected a third-party vendor to provide allowance for loan loss software as well as advisory services in developing a new methodology that would be compliant with ASU 2016-13, and is working with the approved third-party vendor to develop the CECL model and evaluate its impact. The Company ran a parallel calculation under CECL for the last two quarters of 2022 and expects the adoption of this ASU not to have a significant impact to the Company’s financial statements. The adjustment is expected to increase the allowance for loan losses by less than 2%.
In August 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-06 (“ASU 2021-06”), Presentation of Financial Statements (Topic 205), Financial Services – Depository and Lending (Topic 942), and Financial Services – Investment Companies (Topic 946). The FASB issued ASU 2021-06 to amend Securities and Exchange Commission (“SEC”) paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants. The update is effective upon issuance. The adoption of this ASU will impact disclosures in the Annual Report on Form 10-K only.
Cash and Due from Banks
For purposes of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash on hand, balances due from banks, and federal funds sold, all of which mature within ninety days.
Securities
The classification of securities is determined by Management at the time of purchase. Securities are classified as held to maturity when the Company has the positive intent and ability to hold the security until maturity. Securities held to maturity are stated at amortized cost. Securities not classified as held to maturity are classified as available for sale and are stated at fair value. Unrealized gains and losses, net of tax, on these securities are recorded in shareholders’ equity as accumulated other comprehensive income. The amortized cost of available for sale securities and held to maturity securities is adjusted for amortization of premiums and accretion of discounts to maturity, determined using the interest method. Such amortization and accretion is included in interest income on securities. A decline in the market value of any investment below cost that is deemed to be other-than-temporary is charged to earnings for the decline in value deemed to be credit related and a new cost basis in the security is established. The decline in value attributed to non-credit related factors is recognized in other comprehensive income. In estimating other-than-temporary losses, Management considers the length of time and the extent to which the fair value has been less than cost, the financial condition and nature of the issuer, the cause of the decline, especially if related to a change in interest rates, and the intent and ability of the Company to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. The specific identification method is used to determine realized gains and losses on sales of securities, which are reported as gain (loss) on sales and calls of securities in non-interest income.
Other Investments
The Company is a shareholder of the First National Bankers Bankshares, Inc., a federally insured holding company for First National Bankers Bank and as such owns an investment in its stock. The stock is bought from and sold to the First National Bankers Bankshares, Inc. based on its prevalent book value. The stock does not have a readily determinable fair value and is carried at cost and evaluated for impairment in accordance with GAAP.
Federal Home Loan Bank Stock
The Company is a member of the Federal Home Loan Bank of Dallas (“FHLB”) and as such is required to maintain a minimum investment in its stock that varies with the level of FHLB advances outstanding. The stock is bought from and sold to the FHLB based on its $100 par value. The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost and evaluated for impairment in accordance with GAAP.
Loans
The loan portfolio consists of commercial and industrial and real estate loans within the Company’s trade area that we have the intent and ability to hold for the foreseeable future or until maturity. The loan policy establishes guidelines relating to pricing; repayment terms; collateral standards including loan to value limits, appraisal and environmental standards; lending authority; lending limits and documentation requirements.
Loans are stated at the amount of unpaid principal, reduced by unearned income and the allowance for loan losses. Interest on loans is recognized on a daily basis over the terms of each loan based on the unpaid principal balance. Loan origination fees are recognized as income when received. Revenue from these fees is not material to the financial statements. Fees received for processing Paycheck Protection Program (“PPP”) loans, which is a type of loan designed to provide funds to help small businesses impacted by COVID-19 to keep their workers on payroll, are amortized over the life of the loan and recognized in full upon forgiveness.
The Company continuously monitors its relationships with its loan customers in concentrated industries such as gaming and hotel/motel, as well as the exposure for out of area, land development, construction and commercial real estate loans, and their direct and indirect impact on its operations. Loan delinquencies and deposit overdrafts are monitored on a weekly basis in order to identify developing problems as early as possible. On a monthly basis, a watch list of credits based on our loan grading system is prepared. Grades are applied to individual loans based on factors including repayment ability, financial condition of the borrower and payment performance. Loans with lower grades are placed on the watch list of credits. The watch list is the primary tool for monitoring the credit quality of the loan portfolio. Once loans are determined to be past due, the loan officer and the special assets department work vigorously to return the loans to a current status.
The Company 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. Accrued interest on loans classified as nonaccrual is reversed at the time the loans are placed on nonaccrual. Interest received on nonaccrual loans is applied against principal. Loans are restored to accrual status when the obligation is brought current or has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectibility of the total contractual principal and interest is no longer in doubt. The placement of loans on and removal of loans from nonaccrual status must be approved by Management.
Loans which become 90 days delinquent are reviewed relative to collectibility. Unless such loans are in the process of terms revision to bring them to a current status or foreclosure or in the process of collection, these loans are placed on nonaccrual and, if deemed uncollectible, are charged off against the allowance for loan losses. That portion of a loan which is deemed uncollectible will be charged off against the allowance as a partial charge off. All charge offs must be approved by Management and are reported to the Board of Directors.
Allowance for Loan Losses
The allowance for loan losses (“ALL”) is a valuation account available to absorb losses on loans. The ALL is established through provisions for loan losses charged against earnings. Loans deemed to be uncollectible are charged against the ALL, and subsequent recoveries, if any, are credited to the allowance.
The ALL is based on Management's evaluation of the loan portfolio under current economic conditions and is an amount that Management believes will be adequate to absorb probable losses on loans existing at the reporting date. On a quarterly basis, the Company’s problem asset committee meets to review the watch list of credits, which is formulated from the loan grading system. Members of this committee include loan officers, collection officers, the special assets director, the chief lending officer, the chief credit officer, the chief financial officer and the chief executive officer. The evaluation includes Management’s assessment of several factors: review and evaluation of specific loans, changes in the nature and volume of the loan portfolio, current and anticipated economic conditions and the related impact on specific borrowers and industry groups, a study of loss experience, a review of classified, non-performing and delinquent loans, the estimated value of any underlying collateral, an estimate of the possibility of loss based on the risk characteristics of the portfolio, adverse situations that may affect the borrower’s ability to repay and the results of regulatory examinations. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.
The ALL consists of specific and general components. The specific component relates to loans that are classified as impaired. The general component of the allowance relates to loans that are not impaired. Changes to the components of the ALL are recorded as a component of the provision for the allowance for loan losses. Management must approve changes to the ALL and must report its actions to the Board of Directors. The Company believes that its allowance for loan losses is appropriate at December 31, 2022.
The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company’s impaired loans include troubled debt restructurings and performing and non-performing major loans for which full payment of principal or interest is not expected. Payments received for impaired loans not on nonaccrual status are applied to principal and interest.
All impaired loans are reviewed, at a minimum, on a quarterly basis. The Company calculates the specific allowance required for impaired loans based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price or the fair value of its collateral. Most of the Company’s impaired loans are collateral-dependent.
The fair value of the collateral for collateral-dependent loans is based on appraisals performed by third-party valuation specialists, comparable sales and other estimates of fair value obtained principally from independent sources such as the Multiple Listing Service or county tax assessment valuations, adjusted for estimated selling costs. The Company has a Real Estate Appraisal Policy (the “Policy”) which is in compliance with the guidelines set forth in the “Interagency Appraisal and Evaluation Guidelines” which implement Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) and the revised “Interagency Appraisal and Evaluation Guidelines” issued in 2010. The Policy further requires that appraisals be in writing and conform to the Uniform Standards of Professional Appraisal Practice (“USPAP”). An appraisal prepared by a state-licensed or state-certified appraiser is required on all new loans secured by real estate in excess of $500,000. Loans secured by real estate in an amount of $500,000 or less, or that qualify for an exemption under FIRREA, must have a summary appraisal report or in-house evaluation, depending on the facts and circumstances. Factors including the assumptions and techniques utilized by the appraiser, which could result in a downward adjustment to the collateral value estimates indicated in the appraisal, are considered by the Company.
When Management determines that a loan is impaired and the loan is collateral-dependent, an evaluation of the fair value of the collateral is performed. The Company maintains established criteria for assessing whether an existing appraisal continues to reflect the fair value of the property for collateral-dependent loans. Appraisals are generally considered to be valid for a period of at least twelve months. However, appraisals that are less than twelve months old may need to be adjusted. Management considers such factors as the property type, property condition, current use of the property, current market conditions and the passage of time when determining the relevance and validity of the most recent appraisal of the property. If Management determines that the most recent appraisal is no longer valid, a new appraisal is ordered from an independent and qualified appraiser.
During the interim period between ordering and receipt of the new appraisal, Management considers if the existing appraisal should be discounted to determine the estimated fair value of collateral. Discounts are applied to the existing appraisal and take into consideration the property type, condition of the property, external market data, internal data, reviews of recently obtained appraisals and evaluations of similar properties, comparable sales of similar properties and tax assessment valuations. When the new appraisal is received and approved by Management, the valuation stated in the appraisal is used as the fair value of the collateral in determining impairment, if any. If the recorded investment in the impaired loan exceeds the measure of fair value, a valuation allowance is required as a specific component of the allowance for loan losses. Any specific reserves recorded in the interim are adjusted accordingly.
The general component of the ALL is the loss estimated by applying historical loss percentages to non-classified loans which have been divided into segments. These segments include gaming; hotel/motel; real estate, construction; real estate, mortgage; commercial and industrial and all other. The loss percentages are based on each segment’s historical five-year average loss experience which may be adjusted by qualitative factors such as changes in the general economy, or economy or real estate market in a particular geographic area or industry.
Management considers the following when assessing risk in the Company's loan portfolio segments: gaming - loans in this segment are primarily susceptible to declines in tourism and general economic conditions; hotel/motel - loans in this segment are primarily susceptible to tourism, declines in occupancy rates, business failure, industry concentrations and general economic conditions; real estate, construction - loans in this segment are primarily susceptible to cost overruns, changes in market demand for property, delay in completion of construction and declining real estate values; real estate, mortgage - loans in this segment are primarily susceptible to general economic conditions, declining real estate values, industry concentrations and business failure; commercial and industrial - loans in this segment are primarily susceptible to general economic conditions, declining real estate values, industry concentrations and business failure; and other - loans in this segment, most of which are consumer loans, are primarily susceptible to regulatory risks, unemployment and general economic conditions.
Bank Premises and Equipment
Bank premises and equipment are stated at cost, less accumulated depreciation. Depreciation is computed by the straight-line method based on the estimated useful lives of the related assets.
Other Real Estate
Other real estate (“ORE”) includes real estate acquired through foreclosure. Each other real estate property is carried at fair value, less estimated costs to sell. Fair value is principally based on appraisals performed by third-party valuation specialists. Any excess of the carrying value of the related loan over the fair value of the real estate at the date of foreclosure is charged against the ALL. Any expense incurred in connection with holding such real estate or resulting from any write-downs in value subsequent to foreclosure is included in non-interest expense. When the other real estate property is sold, a gain or loss is recognized on the sale for the difference, if any, between the sales proceeds and the carrying amount of the property. If the fair value of the ORE, less estimated costs to sell at the time of foreclosure, decreases during the holding period, the ORE is written down with a charge to non-interest expense. Generally, ORE properties are actively marketed for sale and Management is continuously monitoring these properties in order to minimize any losses.
Intangible Asset
Intangible asset represents the purchase price paid in the Company’s acquisition of the Trustmark trust department book of business. The intangible asset is being amortized over 10 years and is evaluated for impairment at least annually.
Trust Department Income and Fees
Corporate trust fees are accounted for on an accrual basis and personal trust fees are recorded when the underlying trust is serviced.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, the recognition of future tax benefits, such as net operating loss carry forwards, is required to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.
In the event the future tax consequences of differences between the financial reporting bases and the tax bases of the Company’s assets and liabilities results in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some portion or all of the deferred tax asset will not be realized. In assessing the realizability of the deferred tax assets, Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies. The Company currently evaluates income tax positions judged to be uncertain. A loss contingency reserve is accrued if it is probable that the tax position will be challenged, it is probable that the future resolution of the challenge will confirm that a loss has been incurred and the amount of such loss can be reasonably estimated.
Post-Retirement Benefit Plan
The Company accounts for its post-retirement benefit plan under Accounting Standards Codification (“Codification” or “ASC”) Topic 715, Retirement Benefits (“ASC 715”). The under or over funded status of the Company’s post-retirement benefit plan is recognized as a liability or asset in the statement of condition. Changes in the plan’s funded status are reflected in other comprehensive income. Net actuarial gains and losses and adjustments to prior service costs that are not recorded as components of the net periodic benefit cost are charged to other comprehensive income.
Earnings Per Share
Basic and diluted earnings per share are computed on the basis of the weighted average number of common shares outstanding of 4,678,186 for 2022, 4,844,248 for 2021, and 4,893,151 for 2020.
Accumulated Other Comprehensive Income (Loss)
At December 31, 2022, 2021 and 2020, accumulated other comprehensive income (loss) consisted of net unrealized gains (losses) on available for sale securities and over (under) funded liabilities related to the Company’s post-retirement benefit plan.
Statements of Cash Flows
The Company has defined cash and cash equivalents to include cash and due from banks. The Company paid $2,156,429, $840,992, and $1,610,864 in 2022, 2021 and 2020, respectively, for interest on deposits and borrowings. No income tax payments were paid in 2022. Income tax payments of $165,000 were paid in 2021. No income tax payments were paid in 2020. Loans transferred to other real estate amounted to $0, $13,648 and $753,620 in 2022, 2021 and 2020, respectively.
Fair Value Measurement
The Company reports certain assets and liabilities at their estimated fair value. These assets and liabilities are classified and disclosed in one of three categories based on the inputs used to develop the measurements. The categories establish a hierarchy for ranking the quality and reliability of the information used to determine fair value.
NOTE B – SECURITIES:
The amortized cost and fair value of securities at December 31, 2022 and 2021 are as follows (in thousands):
| | | | | | Gross | | | Gross | | | | | |
| | | | | | Unrealized | | | Unrealized | | | | | |
December 31, 2022 | | Amortized Cost | | | Gains | | | Losses | | | Fair Value | |
| | | | | | | | | | | | | | | | |
Available for sale securities: | | | | | | | | | | | | | | | | |
U.S. Treasuries | | $ | 118,782 | | | $ | | | | $ | (10,414 | ) | | $ | 108,368 | |
| | | | | | | | | | | | | | | | |
Mortgage-backed securities | | | 61,280 | | | | 36 | | | | (4,877 | ) | | | 56,439 | |
| | | | | | | | | | | | | | | | |
Collateralized mortgage obligations | | | 115,436 | | | | | | | | (8,059 | ) | | | 107,377 | |
| | | | | | | | | | | | | | | | |
States and political subdivisions | | | 102,428 | | | | 2 | | | | (24,446 | ) | | | 77,984 | |
| | | | | | | | | | | | | | | | |
Total available for sale securities | | $ | 397,926 | | | $ | 38 | | | $ | (47,796 | ) | | $ | 350,168 | |
| | | | | | | | | | | | | | | | |
Held to maturity securities: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
U.S. Treasuries | | $ | 94,339 | | | $ | | | | $ | (1,288 | ) | | $ | 93,051 | |
| | | | | | | | | | | | | | | | |
States and political subdivisions | | | 100,878 | | | | 52 | | | | (13,931 | ) | | | 86,999 | |
| | | | | | | | | | | | | | | | |
Total held to maturity securities | | $ | 195,217 | | | $ | 52 | | | $ | (15,219 | ) | | $ | 180,050 | |
| | | | | | Gross | | | Gross | | | | | |
| | | | | | Unrealized | | | Unrealized | | | | | |
December 31, 2021 | | Amortized Cost | | | Gains | | | Losses | | | Fair Value | |
| | | | | | | | | | | | | | | | |
Available for sale securities: | | | | | | | | | | | | | | | | |
U.S. Treasuries | | $ | 73,889 | | | $ | | | | $ | (735 | ) | | $ | 73,154 | |
| | | | | | | | | | | | | | | | |
Mortgage-backed securities | | | 71,187 | | | | 1,236 | | | | (441 | ) | | | 71,982 | |
| | | | | | | | | | | | | | | | |
Collateralized mortgage obligations | | | 130,181 | | | | 841 | | | | (1,035 | ) | | | 129,987 | |
| | | | | | | | | | | | | | | | |
States and political subdivisions | | | 103,704 | | | | 293 | | | | (2,317 | ) | | | 101,680 | |
| | | | | | | | | | | | | | | | |
Total available for sale securities | | $ | 378,961 | | | $ | 2,370 | | | $ | (4,528 | ) | | $ | 376,803 | |
| | | | | | | | | | | | | | | | |
Held to maturity securities: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
States and political subdivisions | | $ | 110,208 | | | $ | 1,760 | | | $ | (628 | ) | | $ | 111,340 | |
| | | | | | | | | | | | | | | | |
Total held to maturity securities | | $ | 110,208 | | | $ | 1,760 | | | $ | (628 | ) | | $ | 111,340 | |
The amortized cost and fair value of debt securities at December 31, 2022, (in thousands) by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| | Amortized Cost | | | Fair Value | |
Available for sale securities: | | | | | | | | |
Due in one year or less | | $ | 25,294 | | | $ | 25,136 | |
Due after one year through five years | | | 29,675 | | | | 27,822 | |
Due after five years through ten years | | | 101,612 | | | | 85,596 | |
Due after ten years | | | 64,629 | | | | 47,798 | |
Mortgage-backed securities | | | 61,280 | | | | 56,439 | |
Collateralized mortgage obligations | | | 115,436 | | | | 107,377 | |
Total | | $ | 397,926 | | | $ | 350,168 | |
| | | | | | | | |
Held to maturity securities: | | | | | | | | |
Due in one year or less | | $ | 66,001 | | | $ | 65,828 | |
Due after one year through five years | | | 48,774 | | | | 47,053 | |
Due after five years through ten years | | | 41,688 | | | | 36,578 | |
Due after ten years | | | 38,754 | | | | 30,591 | |
Total | | $ | 195,217 | | | $ | 180,050 | |
Available for sale and held to maturity securities with gross unrealized losses at December 31, 2022 and 2021, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are as follows (in thousands):
| | Less Than Twelve Months | | | Over Twelve Months | | | Total | |
| | | | | | Gross | | | | | | | Gross | | | | | | | Gross | |
| | | | | | Unrealized | | | | | | | Unrealized | | | | | | | Unrealized | |
| | Fair Value | | | Losses | | | Fair Value | | | Losses | | | Fair Value | | | Losses | |
December 31, 2022: | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasuries | | $ | 132,113 | | | $ | 2,158 | | | $ | 64,533 | | | $ | 9,544 | | | $ | 196,646 | | | $ | 11,702 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage-backed securities | | | 25,234 | | | | 1,755 | | | | 21,850 | | | | 3,122 | | | | 47,084 | | | | 4,877 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Collateralized mortgage obligations | | | 48,188 | | | | 1,610 | | | | 59,189 | | | | 6,449 | | | | 107,377 | | | | 8,059 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
States and political subdivisions | | | 50,025 | | | | 7,581 | | | | 110,881 | | | | 30,796 | | | | 160,906 | | | | 38,377 | |
Total | | $ | 255,560 | | | $ | 13,104 | | | $ | 256,453 | | | $ | 49,911 | | | $ | 512,013 | | | $ | 63,015 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021: | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasuries | | $ | 73,154 | | | $ | 735 | | | $ | | | | $ | | | | $ | 73,154 | | | $ | 735 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage-backed securities | | | 26,288 | | | | 441 | | | | | | | | | | | | 26,288 | | | | 441 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Collateralized mortgage obligations | | | 66,369 | | | | 1,035 | | | | | | | | | | | | 66,369 | | | | 1,035 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
States and political subdivisions | | | 102,413 | | | | 2,577 | | | | 7,470 | | | | 368 | | | | 109,883 | | | | 2,945 | |
Total | | $ | 268,224 | | | $ | 4,788 | | | $ | 7,470 | | | $ | 368 | | | $ | 275,694 | | | $ | 5,156 | |
At December 31, 2022, 33 of the 34 Treasuries, 44 of the 48 mortgage-backed securities, 34 of the 34 collateralized mortgage obligations and 177 of the 196 securities issued by states and political subdivisions contained unrealized losses.
Management evaluates securities for other-than-temporary impairment on a monthly basis. In performing this evaluation, the length of time and the extent to which the fair value has been less than cost, the fact that the Company’s securities are primarily issued by U.S. Treasury and U.S. Government agencies and the cause of the decline in value are considered. In addition, the Company does not intend to sell and it is not more likely than not that we will be required to sell these securities before maturity. While some available for sale securities have been sold for liquidity purposes or for gains, the Company has traditionally held its securities, including those classified as available for sale, until maturity. As a result of this evaluation, the Company has determined that the declines summarized in the tables above are not deemed to be other-than temporary.
There were no sales of available for sale debt securities during 2022 or 2021. Proceeds from sales of available for sale securities were $29,457,362 during 2020. Available for sale debt securities were sold for realized gains of $539,023 during 2020.
Securities with a fair value of $398,673,043 and $229,092,900 at December 31, 2022 and 2021, respectively, were pledged to secure public deposits, federal funds purchased and other balances required by law.
NOTE C - LOANS:
The composition of the loan portfolio at December 31, 2022 and 2021 is as follows (in thousands):
December 31, | | 2022 | | | 2021 | |
| | | | | | | | |
Gaming | | $ | 9,965 | | | $ | 7,900 | |
| | | | | | | | |
Hotel/motel | | | 35,737 | | | | 50,765 | |
| | | | | | | | |
Real estate, construction | | | 30,146 | | | | 27,191 | |
| | | | | | | | |
Real estate, mortgage | | | 144,043 | | | | 128,352 | |
| | | | | | | | |
Commercial and industrial | | | 10,497 | | | | 15,882 | |
| | | | | | | | |
Other | | | 7,490 | | | | 9,072 | |
| | | | | | | | |
Total | | $ | 237,878 | | | $ | 239,162 | |
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), a stimulus package intended to provide relief to businesses and consumers in the United States struggling as a result of COVID-19, was signed into law. A provision in the CARES Act included funding for the creation of the Paycheck Protection Program (“PPP”). PPP is intended to provide loans to small businesses to pay their employees, rent, mortgage interest and utilities. PPP loans are forgivable, in whole or in part, if the proceeds are used for payroll and other permitted purposes in accordance with the requirements of the PPP. If not forgiven, in whole or in part, these loans extended in 2020 carry a fixed rate of 1.00% and a maturity date of two years, with payments deferred until the date the Small Business Administration (the “SBA”) remits the borrower’s loan forgiveness amount to the lender or, if the borrower does not apply for loan forgiveness, ten months after the end of the borrowers’ loan forgiveness covered period. The loans are 100% guaranteed by the SBA. The SBA paid the originating bank a processing fee ranging from 1.00% to 5.00%, based on the size of the loan.
The Company worked with its customers to close 363 PPP loans for a total outstanding balance of $22,445,026. As of December 31, 2022, all of these loans were partially or completely forgiven by the SBA with the bank subsidiary receiving principal and interest payments directly from the SBA. Only 2 loans with a balance of $4,878 were still outstanding as of December 31, 2021, and are reported in the commercial and industrial segment within the loan portfolio. There were no outstanding PPP loans as of December 31, 2022.
Additional funds were provided in 2021 legislation for another round of PPP loans. Under this new round, 166 loans with a balance of $9,801,304 were issued. These loans carry a fixed rate of 1.00% and a maturity date of five years, with similar terms as to deferred payments, guarantees and processing fees as with prior PPP rounds. As of December 31, 2022, there were no outstanding loans related to the additional PPP loans.
In the ordinary course of business, the Company’s bank subsidiary extends loans to certain officers and directors and their personal business interests at, in the opinion of Management, the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans of similar credit risk with persons not related to the Company or its subsidiaries. These loans do not involve more than normal risk of collectability and do not include other unfavorable features. An analysis of the activity with respect to such loans to related parties is as follows (in thousands):
| | 2022 | | | 2021 | |
Balance, January 1 | | $ | 5,978 | | | $ | 4,458 | |
Change in directors/officers loans during the year | | | 124 | | | | | |
New loans and advances | | | 1,324 | | | | 2,049 | |
Repayments | | | (479 | ) | | | (529 | ) |
| | | | | | | | |
Balance, December 31 | | $ | 6,947 | | | $ | 5,978 | |
As part of its evaluation of the quality of the loan portfolio, Management monitors the Company’s credit concentrations on a monthly basis. Total outstanding concentrations were as follows (in thousands):
December 31, | | 2022 | | | 2021 | |
| | | | | | | | |
Gaming | | $ | 9,965 | | | $ | 7,900 | |
Hotel/motel | | | 35,737 | | | | 50,765 | |
Out of area | | | 7,544 | | | | 6,987 | |
The age analysis of the loan portfolio, segregated by class of loans, as of December 31, 2022 and 2021 is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | Loans Past | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Due Greater | |
| | Number of Days Past Due | | | | | | | | | | | | | | | Than 90 | |
| | | | | | | | | | Greater | | | Total | | | | | | | Total | | | Days and | |
| | 30 - 59 | | | 60 - 89 | | | Than 90 | | | Past Due | | | Current | | | Loans | | | Still Accruing | |
December 31, 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gaming | | $ | | | | $ | | | | $ | | | | $ | | | | $ | 9,965 | | | $ | 9,965 | | | $ | | |
Hotel/motel | | | | | | | | | | | | | | | | | | | 35,737 | | | | 35,737 | | | | | |
Real estate, construction | | | 79 | | | | 2 | | | | | | | | 81 | | | | 30,065 | | | | 30,146 | | | | | |
Real estate, mortgage | | | 34 | | | | 49 | | | | 1,101 | | | | 1,184 | | | | 142,859 | | | | 144,043 | | | | | |
Commercial and industrial | | | | | | | | | | | | | | | | | | | 10,497 | | | | 10,497 | | | | | |
Other | | | 14 | | | | | | | | | | | | 14 | | | | 7,476 | | | | 7,490 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 127 | | | $ | 51 | | | $ | 1,101 | | | $ | 1,279 | | | $ | 236,599 | | | $ | 237,878 | | | $ | | |
December 31, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gaming | | $ | | | | $ | | | | $ | | | | $ | | | | $ | 7,900 | | | $ | 7,900 | | | $ | | |
Hotel/motel | | | | | | | | | | | | | | | | | | | 50,765 | | | | 50,765 | | | | | |
Real estate, construction | | | 105 | | | | | | | | | | | | 105 | | | | 27,086 | | | | 27,191 | | | | | |
Real estate, mortgage | | | 1,996 | | | | 60 | | | | 63 | | | | 2,119 | | | | 126,233 | | | | 128,352 | | | | | |
Commercial and industrial | | | 21 | | | | 320 | | | | | | | | 341 | | | | 15,541 | | | | 15,882 | | | | | |
Other | | | 209 | | | | | | | | | | | | 209 | | | | 8,863 | | | | 9,072 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 2,331 | | | $ | 380 | | | $ | 63 | | | $ | 2,774 | | | $ | 236,388 | | | $ | 239,162 | | | $ | | |
The Company monitors the credit quality of its loan portfolio through the use of a loan grading system. A score of 1 – 5 is assigned to the loan based on factors including repayment ability, trends in net worth and/or financial condition of the borrower and guarantors, employment stability, management ability, loan to value fluctuations, the type and structure of the loan, conformity of the loan to bank policy and payment performance. Based on the total score, a loan grade of A, B, C, S, D, E or F is applied. A grade of A will generally be applied to loans for customers that are well known to the Company and that have excellent sources of repayment. A grade of B will generally be applied to loans for customers that have excellent sources of repayment which have no identifiable risk of collection. A grade of C will generally be applied to loans for customers that have adequate sources of repayment which have little identifiable risk of collection. A grade of S will generally be applied to loans for customers who meet the criteria for a grade of C but also warrant additional monitoring by placement on the watch list. A grade of D will generally be applied to loans for customers that are inadequately protected by current sound net worth, paying capacity of the borrower, or pledged collateral. Loans with a grade of D have unsatisfactory characteristics such as cash flow deficiencies, bankruptcy filing by the borrower or dependence on the sale of collateral for the primary source of repayment, causing more than acceptable levels of risk. Loans 60 to 89 days past due receive a grade of D. A grade of E will generally be applied to loans for customers with weaknesses inherent in the D classification and in which collection or liquidation in full is questionable. In addition, on a monthly basis the Company determines which loans are 90 days or more past due and assigns a grade of E to them.
A grade of F is applied to loans which are considered uncollectible and of such little value that their continuance in an active bank is not warranted. Loans with this grade are charged off, even though partial or full recovery may be possible in the future.
An analysis of the loan portfolio by loan grade, segregated by class of loans, as of December 31, 2022 and 2021 is as follows (in thousands):
| | Loans With A Grade Of: | | | | | |
| | A, B or C | | | S | | | D | | | E | | | F | | | Total | |
December 31, 2022: | | | | | | | | | | | | | | | | | | | | | | | | |
Gaming | | $ | 9,965 | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | 9,965 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Hotel/motel | | | 35,737 | | | | | | | | - | | | | | | | | | | | | 35,737 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Real estate, construction | | | 30,115 | | | | | | | | 2 | | | | 29 | | | | | | | | 30,146 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Real estate, mortgage | | | 141,211 | | | | 77 | | | | 1,288 | | | | 1,467 | | | | | | | | 144,043 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial and industrial | | | 10,497 | | | | | | | | | | | | | | | | | | | | 10,497 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other | | | 7,476 | | | | | | | | 7 | | | | 7 | | | | | | | | 7,490 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 235,001 | | | $ | 77 | | | $ | 1,297 | | | $ | 1,503 | | | $ | | | | $ | 237,878 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021: | | | | | | | | | | | | | | | | | | | | | | | | |
Gaming | | $ | 7,900 | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | 7,900 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Hotel/motel | | | 50,765 | | | | | | | | | | | | | | | | | | | | 50,765 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Real estate, construction | | | 26,980 | | | | | | | | 6 | | | | 205 | | | | | | | | 27,191 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Real estate, mortgage | | | 124,289 | | | | 87 | | | | 3,344 | | | | 632 | | | | | | | | 128,352 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial and industrial | | | 15,834 | | | | | | | | 27 | | | | 21 | | | | | | | | 15,882 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other | | | 9,060 | | | | | | | | 12 | | | | | | | | | | | | 9,072 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 234,828 | | | $ | 87 | | | $ | 3,389 | | | $ | 858 | | | $ | | | | $ | 239,162 | |
A loan may be impaired but not on nonaccrual status when the loan is well secured and in the process of collection. Total loans on nonaccrual as of December 31, 2022 and 2021 are as follows (in thousands):
December 31, | | 2022 | | | 2021 | |
| | | | | | | | |
Real estate, construction | | $ | | | | $ | 138 | |
Real estate, mortgage | | | 1,434 | | | | 563 | |
Other | | | 7 | | | | | |
Total | | $ | 1,441 | | | $ | 701 | |
The CARES Act also addressed COVID-19-related loan modifications and specified that such modifications executed between March 1, 2020 and the earlier of (i) 60 days after the date of the termination of the national emergency declared by the President and (ii) December 31, 2020, on loans that were current as of December 31, 2019, are not classified as a troubled debt restructuring (“TDR”). Additionally, under guidance from the federal banking agencies encouraging financial institutions to work prudently with borrowers, other short-term modifications made on a good faith basis in response to COVID-19 to borrowers that were current prior to any relief are not TDRs. During 2020, the Company modified 249 loans with a total balance of $95,010,325 for certain customers by extending payments for 90 days or granting interest only payments for 3 – 6 months as a result of the impact of COVID-19. Accordingly, such loans were not classified as TDRs. As of December 31, 2022, all extensions have expired and the customers have resumed making regular payments.
Prior to 2020, certain loans were modified by granting interest rate concessions to these customers with such loans being classified as TDRs. During 2022 and 2021 the Company did not restructure any additional loans. Specific reserves of $0 and $50,000 were allocated to TDRs as of December 31, 2022 and 2021. The Bank had no commitments to lend additional amounts to customers with outstanding loans classified as troubled debt restructurings as of December 31, 2022 and 2021.
Impaired loans, which include loans classified as nonaccrual and TDRs, segregated by class of loans, as of December 31, 2022 and 2021 were as follows (in thousands):
| | Unpaid Principal Balance | | | Recorded Investment | | | Related Allowance | | | Average Recorded Investment | | | Interest Income Recognized | |
December 31, 2022: | | | | | | | | | | | | | | | | | | | | |
With no related allowance recorded: | | | | | | | | | | | | | | | | | | | | |
Real estate, construction | | $ | 102 | | | $ | 29 | | | $ | | | | $ | 46 | | | $ | 7 | |
Real estate, mortgage | | | 888 | | | | 743 | | | | | | | | 806 | | | | 25 | |
Other | | | 7 | | | | 7 | | | | | | | | 7 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total | | | 997 | | | | 779 | | | | | | | | 859 | | | | 32 | |
| | | | | | | | | | | | | | | | | | | | |
With a related allowance recorded: | | | | | | | | | | | | | | | | | | | | |
Real estate, mortgage | | | 1,158 | | | | 1,150 | | | | 124 | | | | 1,153 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total | | | 1,158 | | | | 1,150 | | | | 124 | | | | 1,153 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total by class of loans: | | | | | | | | | | | | | | | | | | | | |
Real estate, construction | | | 102 | | | | 29 | | | | | | | | 46 | | | | 7 | |
Real estate, mortgage | | | 2,046 | | | | 1,893 | | | | 124 | | | | 1,959 | | | | 25 | |
Other | | | 7 | | | | 7 | | | | | | | | 7 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 2,155 | | | $ | 1,929 | | | $ | 124 | | | $ | 2,012 | | | $ | 32 | |
| | Unpaid Principal Balance | | | Recorded Investment | | | Related Allowance | | | Average Recorded Investment | | | Interest Income Recognized | |
December 31, 2021: | | | | | | | | | | | | | | | | | | | | |
With no related allowance recorded: | | | | | | | | | | | | | | | | | | | | |
Real estate, construction | | $ | 272 | | | $ | 205 | | | $ | | | | $ | 369 | | | $ | 7 | |
Real estate, mortgage | | | 1,014 | | | | 1,014 | | | | | | | | 1,075 | | | | 21 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | | 1,286 | | | | 1,219 | | | | | | | | 1,444 | | | | 28 | |
| | | | | | | | | | | | | | | | | | | | |
With a related allowance recorded: | | | | | | | | | | | | | | | | | | | | |
Real estate, mortgage | | | 199 | | | | 199 | | | | 70 | | | | 203 | | | | 5 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | | 199 | | | | 199 | | | | 70 | | | | 203 | | | | 5 | |
| | | | | | | | | | | | | | | | | | | | |
Total by class of loans: | | | | | | | | | | | | | | | | | | | | |
Real estate, construction | | | 272 | | | | 205 | | | | | | | | 369 | | | | 7 | |
Real estate, mortgage | | | 1,213 | | | | 1,213 | | | | 70 | | | | 1,278 | | | | 26 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 1,485 | | | $ | 1,418 | | | $ | 70 | | | $ | 1,647 | | | $ | 33 | |
Transactions in the allowance for loan losses for the years ended December 31, 2022, 2021 and 2020, and the balances of loans, individually and collectively evaluated for impairment, as of December 31, 2022, 2021 and 2020 are as follows (in thousands):
| | Gaming | | | Hotel/Motel | | | Real Estate, Construction | | | Real Estate, Mortgage | | | Commercial and Industrial | | | Other | | | Total | |
December 31, 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for Loan Losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning Balance | | $ | 102 | | | $ | 691 | | | $ | 139 | | | $ | 2,049 | | | $ | 252 | | | $ | 78 | | | $ | 3,311 | |
Charge-offs | | | | | | | | | | | | | | | | | | | | | | | (240 | ) | | | (240 | ) |
Recoveries | | | | | | | | | | | | | | | 48 | | | | 15 | | | | 124 | | | | 187 | |
Provision | | | 17 | | | | (254 | ) | | | 253 | | | | (71 | ) | | | (125 | ) | | | 260 | | | | 80 | |
Ending Balance | | $ | 119 | | | $ | 437 | | | $ | 392 | | | $ | 2,026 | | | $ | 142 | | | $ | 222 | | | $ | 3,338 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for Loan Losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance: individually evaluated for impairment | | $ | | | | $ | | | | $ | | | | $ | 229 | | | $ | | | | $ | | | | $ | 229 | |
Ending balance: collectively evaluated for impairment | | $ | 119 | | | $ | 437 | | | $ | 392 | | | $ | 1,797 | | | $ | 142 | | | $ | 222 | | | $ | 3,109 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Loans: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance: individually evaluated for impairment | | $ | | | | $ | | | | $ | 31 | | | $ | 2,756 | | | $ | | | | $ | 14 | | | $ | 2,801 | |
Ending balance: collectively evaluated for impairment | | $ | 9,965 | | | $ | 35,737 | | | $ | 30,115 | | | $ | 141,287 | | | $ | 10,497 | | | $ | 7,476 | | | $ | 235,077 | |
| | Gaming | | | Hotel/Motel | | | Real Estate, Construction | | | Real Estate, Mortgage | | | Commercial and Industrial | | | Other | | | Total | |
December 31, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for Loan Losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning Balance | | $ | 186 | | | $ | 754 | | | $ | 111 | | | $ | 2,849 | | | $ | 417 | | | $ | 109 | | | $ | 4,426 | |
Charge-offs | | | | | | | | | | | (2 | ) | | | (2 | ) | | | | | | | (286 | ) | | | (290 | ) |
Recoveries | | | | | | | | | | | 18 | | | | 4,599 | | | | 102 | | | | 119 | | | | 4,838 | |
Provision | | | (84 | ) | | | (63 | ) | | | 12 | | | | (5,397 | ) | | | (267 | ) | | | 136 | | | | (5,663 | ) |
Ending Balance | | $ | 102 | | | $ | 691 | | | $ | 139 | | | $ | 2,049 | | | $ | 252 | | | $ | 78 | | | $ | 3,311 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for Loan Losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance: individually evaluated for impairment | | $ | | | | $ | | | | | | | | $ | 115 | | | $ | 27 | | | | | | | $ | 142 | |
Ending balance: collectively evaluated for impairment | | $ | 102 | | | $ | 691 | | | $ | 139 | | | $ | 1,934 | | | $ | 225 | | | $ | 78 | | | $ | 3,169 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Loans: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance: individually evaluated for impairment | | | | | | $ | | | | $ | 211 | | | $ | 3,976 | | | $ | 48 | | | $ | 12 | | | $ | 4,247 | |
Ending balance: collectively evaluated for impairment | | $ | 7,900 | | | $ | 50,765 | | | $ | 26,980 | | | $ | 124,376 | | | $ | 15,834 | | | $ | 9,060 | | | $ | 234,915 | |
| | Gaming | | | Hotel/Motel | | | Real Estate, Construction | | | Real Estate, Mortgage | | | Commercial and Industrial | | | Other | | | Total | |
December 31, 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for Loan Losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning Balance | | $ | 223 | | | $ | 779 | | | $ | 102 | | | $ | 2,454 | | | $ | 553 | | | $ | 96 | | | $ | 4,207 | |
Charge-offs | | | | | | | | | | | (17 | ) | | | (5,472 | ) | | | (261 | ) | | | (227 | ) | | | (5,977 | ) |
Recoveries | | | | | | | - | | | | 15 | | | | | | | | 34 | | | | 145 | | | | 194 | |
Provision | | | (37 | ) | | | (25 | ) | | | 11 | | | | 5,867 | | | | 91 | | | | 95 | | | | 6,002 | |
Ending Balance | | $ | 186 | | | $ | 754 | | | $ | 111 | | | $ | 2,849 | | | $ | 417 | | | $ | 109 | | | $ | 4,426 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for Loan Losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance: individually evaluated for impairment | | $ | | | | $ | | | | $ | 20 | | | $ | 200 | | | $ | 40 | | | $ | | | | $ | 260 | |
Ending balance: collectively evaluated for impairment | | $ | 186 | | | $ | 754 | | | $ | 91 | | | $ | 2,649 | | | $ | 377 | | | $ | 109 | | | $ | 4,166 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Loans: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance: individually evaluated for impairment | | $ | 2,827 | | | $ | | | | $ | 511 | | | $ | 6,474 | | | $ | 94 | | | $ | 21 | | | $ | 9,927 | |
Ending balance: collectively evaluated for impairment | | $ | 15,938 | | | $ | 45,499 | | | $ | 26,098 | | | $ | 137,802 | | | $ | 37,335 | | | $ | 5,822 | | | $ | 268,494 | |
NOTE D - BANK PREMISES AND EQUIPMENT:
Bank premises and equipment are shown as follows (in thousands):
December 31, | | Estimated Useful Lives (in years) | | | 2022 | | | 2021 | |
| | | | | | | | | | | | | |
Land | | | | | | | $ | 5,554 | | | $ | 5,554 | |
Building | | 5 | - | 40 | | | | 34,319 | | | | 32,334 | |
Furniture, fixtures and equipment | | 3 | - | 10 | | | | 16,585 | | | | 16,482 | |
Totals, at cost | | | | | | | | 56,458 | | | | 54,370 | |
Less: Accumulated depreciation | | | | | | | | 37,959 | | | | 36,380 | |
Totals | | | | | | | $ | 18,499 | | | $ | 17,990 | |
NOTE E – OTHER REAL ESTATE:
The Company’s other real estate consisted of the following as of December 31, 2022 and 2021 (in thousands except number of properties):
December 31, | | 2022 | | | 2021 | |
| | Number of | | | | | | | Number of | | | | | |
| | Properties | | | Balance | | | Properties | | | Balance | |
Construction, land development and other land | | 2 | | | $ | 259 | | | 4 | | | $ | 785 | |
1 - 4 family residential properties | | | | | | | | | | | | | | |
Nonfarm nonresidential | | | | | | | | | 1 | | | | 753 | |
Other | | | | | | | | | 1 | | | | 353 | |
Total | | 2 | | | $ | 259 | | | 6 | | | $ | 1,891 | |
NOTE F - DEPOSITS:
At December 31, 2022, the scheduled maturities of time deposits are as follows (in thousands):
2023 | | $ | 26,482 | |
2024 | | | 12,238 | |
2025 | | | 1,034 | |
2026 | | | 683 | |
2027 | | | 681 | |
| | | | |
Total | | $ | 41,118 | |
Deposits held for related parties amounted to $3,962,941 and $5,372,218 at December 31, 2022 and 2021, respectively.
Overdrafts totaling $636,210 and $770,542 were reclassified as loans at December 31, 2022 and 2021, respectively.
NOTE G – FEDERAL FUNDS PURCHASED:
At December 31, 2022, the Company had facilities in place to purchase federal funds up to $30,500,000 under established credit arrangements.
NOTE H - BORROWINGS:
At December 31, 2022, the Company was able to borrow up to $8,587,575 from the Federal Reserve Bank Discount Window Primary Credit Program. The borrowing limit is based on the amount of collateral pledged, with certain loans from the Bank’s portfolio serving as collateral. Borrowings bear interest at the primary credit rate, which is established periodically by the Federal Reserve Board, and have a maturity of one day. The primary credit rate was 4.50% at December 31, 2022. There was no outstanding balance at December 31, 2022.
At December 31, 2022, the Company had $0 outstanding in advances under a $113,035,618 line of credit with the FHLB. New advances may subsequently be obtained based on the liquidity needs of the bank subsidiary. Advances are collateralized by a blanket floating lien on the Company’s residential first mortgage loans.
The Company has additional contingency funding capacity with various other financial institutions in the amount of $30,500,000.
NOTE I - INCOME TAXES:
Deferred taxes (or deferred charges) as of December 31, 2022 and 2021, included in other assets, were as follows (in thousands):
December 31, | | 2022 | | | 2021 | |
| | | | | | | | |
Deferred tax assets: | | | | | | | | |
Allowance for loan losses | | $ | 701 | | | $ | 695 | |
Employee benefit plans' liabilities | | | 3,376 | | | | 3,240 | |
Unrealized loss on available for sale securities, charged from equity | | | 10,029 | | | | | |
Loss on credit impairment of securities | | | 356 | | | | 356 | |
Earned retiree health benefits plan liability | | | 1,126 | | | | 1,098 | |
General business and AMT credits | | | 1,683 | | | | 1,525 | |
Tax net operating loss carryforward | | | | | | | 1,575 | |
Other | | | 610 | | | | 523 | |
Valuation allowance | | | (13,090 | ) | | | (6,889 | ) |
Deferred tax assets | | | 4,791 | | | | 2,123 | |
Deferred tax liabilities: | | | | | | | | |
Unrealized gain on available for sale securities, charged from equity | | | | | | | 3 | |
Unearned retiree health benefits plan asset | | | 470 | | | | 257 | |
Bank premises and equipment | | | 1,870 | | | | 1,575 | |
Other | | | 5 | | | | 288 | |
Deferred tax liabilities | | | 2,345 | | | | 2,123 | |
Net deferred taxes | | $ | 2,446 | | | $ | | |
Income taxes consist of the following components (in thousands):
Years Ended December 31, | | 2022 | | | 2021 | | | 2020 | |
| | | | | | | | | | | | |
Current | | $ | 15 | | | $ | 62 | | | $ | | |
Deferred: | | | | | | | | | | | | |
Federal | | | 1,188 | | | | 1,482 | | | | (809 | ) |
Change in valuation allowance | | | (3,634 | ) | | | (1,482 | ) | | | 809 | |
Total deferred | | | (2,446 | ) | | | | | | | | |
Totals | | $ | (2,431 | ) | | $ | 62 | | | $ | | |
Income taxes amounted to less than the amounts computed by applying the U.S. Federal income tax rate of 21.0% for 2022, 2021 and 2020 income before income taxes. The reasons for these differences are shown below (in thousands):
| | 2022 | | | 2021 | | | 2020 | |
| | Tax | | | Rate | | | Tax | | | Rate | | | Tax | | | Rate | |
Taxes computed at statutory rate | | $ | 1,367 | | | | 21 | | | $ | 1,815 | | | | 21 | | | $ | (578 | ) | | | (21 | ) |
Increase (decrease) resulting from: | | | | | | | | | | | | | | | | | | | | | | | | |
Tax-exempt interest income | | | (198 | ) | | | (3 | ) | | | (187 | ) | | | (2 | ) | | | (127 | ) | | | (5 | ) |
Income from BOLI | | | (93 | ) | | | (1 | ) | | | (91 | ) | | | (1 | ) | | | (148 | ) | | | (5 | ) |
Federal tax credits | | | (45 | ) | | | (1 | ) | | | | | | | | | | | | | | | | |
Other | | | 172 | | | | 2 | | | | 6 | | | | | | | | 44 | | | | 2 | |
Other changes in valuation allowance | | | (3,634 | ) | | | (55 | ) | | | (1,481 | ) | | | (17 | ) | | | 809 | | | | 29 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total income tax expense | | $ | (2,431 | ) | | $ | (37 | ) | | $ | 62 | | | $ | 1 | | | $ | | | | | | |
During 2022, the Company recorded current and deferred income tax expense (benefit) of $15,000 and $(2,446,000), respectively or a net income tax benefit of $2,431,000. During 2021 the Company recorded current and deferred income tax expense of $62,000 and $0, respectively. During 2020 the Company recorded no income tax expense or benefit.
During 2020 the Company recorded no income tax expense or benefit. On December 22, 2017, the President signed into law The Tax Cuts and Jobs Act (the “Act”). In addition to reducing U.S. corporate income tax rates from 34% to 21%, the Act repealed the alternative minimum tax (“AMT”) regime for tax years beginning after December 31, 2017. For tax years beginning in 2018, 2019 and 2020, the AMT credit carryforward could be utilized to offset regular tax with any remaining AMT carryforwards eligible for a refund of 50%. Any remaining AMT credit carryforwards will become fully refundable beginning in the 2021 tax year. The Act also limits NOL usage to 80% of taxable income, which resulted in the Company recording income tax expense for 2021.
A valuation allowance is recognized against deferred tax assets when, based on the consideration of all available positive and negative evidence using a more likely than not criteria, it is determined that all or a portion of these tax benefits may not be realized. This assessment requires consideration of all sources of taxable income available to realize the deferred tax asset including taxable income in prior carry-back years, future reversals of existing temporary differences, tax planning strategies and future taxable income exclusive of reversing temporary differences and carryforwards. The Company incurred losses on a cumulative basis for the three-year period ended December 31, 2014, which is considered to be significant negative evidence.
The positive evidence considered in support was insufficient to overcome this negative evidence. As a result, the Company established a full valuation allowance for its net deferred tax asset in the amount of $8,140,000 as of December 31, 2014. As of December 31, 2021, the valuation allowance was $6,888,984.
Based on the Company’s projections, as of December 31, 2022, the Company determined that it was more likely than not that it would realize a certain amount of its deferred tax assets. Prior to that time, the Company had recorded a valuation allowance against its net deferred tax asset. As a result of the Company’s projections, as of December 31, 2022, the Company recorded a net deferred tax asset of $2,446,000.
The Company intends to maintain this valuation allowance until it determines it is more likely than not that the asset can be realized through current and future taxable income.
The Company has reviewed its income tax positions and specifically considered the recognition and measurement requirements of the benefits recorded in its financial statements for tax positions taken or expected to be taken in its tax returns. The Company currently has no unrecognized tax benefits that, if recognized, would favorably affect the income tax rate in future periods.
NOTE J - SHAREHOLDERS' EQUITY:
Shareholders’ equity of the Company includes the undistributed earnings of the bank subsidiary. Dividends to the Company’s shareholders can generally be paid only from dividends paid to the Company by its bank subsidiary. Consequently, dividends are dependent upon the earnings, capital needs, regulatory policies and statutory limitations affecting the bank subsidiary. Dividends paid by the bank subsidiary are subject to the written approval of the Commissioner of Banking and Consumer Finance of the State of Mississippi and the Federal Deposit Insurance Corporation (the “FDIC”). At December 31, 2022, $23,181,592 of undistributed earnings of the bank subsidiary included in consolidated surplus and retained earnings was available for future distribution to the Company as dividends without regulatory approval.
On November 8, 2019, the Board approved the repurchase of up to 65,000 of the outstanding shares of the Company’s common stock. As a result of this repurchase plan, 65,000 shares have been repurchased for $741,574 and retired through December 31, 2021. There were no additional shares repurchased through December 31, 2022.
On April 28, 2021, the Board approved the repurchase of 200,000 of the outstanding shares of the Company’s common stock. As a result of this repurchase plan, 200,000 shares have been repurchased for $3,375,309 and retired through December 31, 2021. There were no additional shares repurchased through December 31, 2022.
The Company and the bank subsidiary are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by the regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, specific capital guidelines must be met that involve quantitative measures of the assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification of the bank subsidiary and the Company are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
As of December 31, 2022, the most recent notification from the FDIC categorized the bank subsidiary as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the bank subsidiary must have a Total risk-based capital ratio of 10.00% or greater, a Common equity tier 1 capital ratio of 6.50% or greater, a Tier 1 risk-based capital ratio of 8.00% or greater and a Leverage capital ratio of 5.00% or greater. The Company must have a capital conservation buffer above these requirements of 2.50%. There are no conditions or events since that notification that Management believes have changed the bank subsidiary’s category.
The bank subsidiary’s actual capital amounts and ratios and required minimum capital amounts and ratios and capital amounts and ratios to be well capitalized for 2022 and 2021, are as follows (in thousands):
| | | | | | | | | | For Capital | | | To Be Well | |
| | Actual | | | | | | | Adequacy Purposes | | | Capitalized | |
| | Amount | | | Ratio | | | Amount | | | Ratio | | | Amount | | | Ratio | |
December 31, 2022: | | | | | | | | | | | | | | | | | | | | | | | | |
Total Capital (to Risk Weighted Assets) | | $ | 101,221 | | | | 21.18 | % | | $ | 38,239 | | | | 8.00 | % | | $ | 47,799 | | | | 10.00 | % |
Common Equity Tier 1 Capital (to Risk Weighted Assets) | | | 97,883 | | | | 20.48 | % | | | 21,510 | | | | 4.50 | % | | | 31,069 | | | | 6.50 | % |
Tier 1 Capital (to Risk Weighted Assets) | | | 97,883 | | | | 20.48 | % | | | 28,680 | | | | 6.00 | % | | | 38,239 | | | | 8.00 | % |
Tier 1 Capital (to Average Assets) | | | 97,883 | | | | 10.78 | % | | | 36,328 | | | | 4.00 | % | | | 45,410 | | | | 5.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021: | | | | | | | | | | | | | | | | | | | | | | | | |
Total Capital (to Risk Weighted Assets) | | $ | 93,988 | | | | 20.98 | % | | $ | 35,839 | | | | 8.00 | % | | $ | 44,799 | | | | 10.00 | % |
Common Equity Tier 1 Capital (to Risk Weighted Assets) | | | 90,677 | | | | 20.24 | % | | | 20,160 | | | | 4.50 | % | | | 29,119 | | | | 6.50 | % |
Tier 1 Capital (to Risk Weighted Assets) | | | 90,677 | | | | 20.24 | % | | | 26,879 | | | | 6.00 | % | | | 35,839 | | | | 8.00 | % |
Tier 1 Capital (to Average Assets) | | | 90,677 | | | | 11.13 | % | | | 32,599 | | | | 4.00 | % | | | 40,749 | | | | 5.00 | % |
NOTE K - OTHER INCOME AND EXPENSES:
Other income consisted of the following (in thousands):
Years Ended December 31, | | 2022 | | | 2021 | | | 2020 | |
| | | | | | | | | | | | |
Other service charges, commissions and fees | | $ | 81 | | | $ | 86 | | | $ | 80 | |
Rentals | | | 375 | | | | 364 | | | | 369 | |
Other | | | 315 | | | | 136 | | | | 94 | |
Totals | | $ | 771 | | | $ | 586 | | | $ | 543 | |
Other expenses consisted of the following (in thousands):
Years Ended December 31, | | 2022 | | | 2021 | | | 2020 | |
| | | | | | | | | | | | |
Advertising | | $ | 376 | | | $ | 377 | | | $ | 350 | |
Data processing | | | 1,430 | | | | 1,408 | | | | 1,226 | |
FDIC and state banking assessments | | | 429 | | | | 415 | | | | 359 | |
Legal and accounting | | | 256 | | | | 1,930 | | | | 532 | |
Other real estate | | | 81 | | | | 86 | | | | 1,044 | |
ATM expense | | | 1,217 | | | | 1,084 | | | | 917 | |
Trust expense | | | 501 | | | | 347 | | | | 338 | |
Other | | | 1,564 | | | | 1,529 | | | | 1,492 | |
Totals | | $ | 5,854 | | | $ | 7,176 | | | $ | 6,258 | |
NOTE L - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK:
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and irrevocable letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract amounts of those instruments reflect the extent of involvement the bank subsidiary has in particular classes of financial instruments. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and irrevocable letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any conditions established in the agreement. Irrevocable letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Commitments and irrevocable letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments and irrevocable letters of credit may expire without being drawn upon, the total amounts do not necessarily represent future cash requirements. The Company evaluated each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained upon extension of credit is based on Management's credit evaluation of the customer. Collateral obtained varies but may include equipment, real property and inventory.
The Company generally grants loans to customers in its trade area.
At December 31, 2022 and 2021, the Company had outstanding irrevocable letters of credit aggregating $141,136 and $138,318, respectively. At December 31, 2022 and 2021, the Company had outstanding unused loan commitments aggregating approximately $48,920,000 and $55,297,000, respectively. Approximately $28,691,000 and $34,623,000 of outstanding commitments were at fixed rates and the remainder were at variable rates at December 31, 2022 and 2021, respectively.
NOTE M - CONTINGENCIES:
The Bank is involved in various legal matters and claims which are being defended and handled in the ordinary course of business. None of these matters are expected, in the opinion of Management, to have a material adverse effect upon the financial position or results of operations of the Company. However, the Company settled a lawsuit for $1,125,000 during 2021 after consulting with legal counsel in the long-term best interest of the Company. The Company received a recovery in the amount of $486,000 in 2022 related to the settlement recorded in 2021.
Additionally, a Complaint has been filed by Stilwell Activist Investments, L.P., against the Company in the Chancery Court of Harrison County, Mississippi, requesting that the Company be compelled to allow the plaintiff to inspect and copy certain corporate records of the Company. The plaintiff, Stilwell Activist Investments, L.P., is a shareholder of record of the Company and is controlled by Joseph Stilwell, an individual who beneficially owns 11.3% of the issued and outstanding common stock of the Company according to an Amended Schedule 13D filed by Mr. Stilwell and his related entities with the SEC on January 23, 2023, disclosing Company stock beneficially owned by Mr. Stilwell’s group. Mr. Stilwell and his related entities, including Stilwell Activist Investments, L.P., have nominated Mr. Rodney H. Blackwell for election to the Board of Directors of the Company at its 2023 annual meeting. The Complaint filed by Stilwell Activist Investments, L.P., alleges that it is entitled to inspect and copy certain Company records under the Mississippi Business Corporations Act based upon a request previously made and refused by the Company for non-compliance with state law; however, the plaintiff does not seek damages. The Company disputes the allegations in the Complaint. The Company filed on August 26, 2022, an answer to the Complaint disputing the allegations therein.
NOTE N - CONDENSED PARENT COMPANY ONLY FINANCIAL INFORMATION:
Peoples Financial Corporation began its operations September 30, 1985, when it acquired all the outstanding stock of The Peoples Bank, Biloxi, Mississippi. A condensed summary of its financial information is shown below.
CONDENSED BALANCE SHEETS (IN THOUSANDS):
December 31, | | 2022 | | | 2021 | |
| | | | | | | | |
Assets | | | | | | | | |
Investments in subsidiaries, at underlying equity: | | | | | | | | |
Bank subsidiary | | $ | 54,664 | | | $ | 91,189 | |
Nonbank subsidiary | | | | | | | 1 | |
| | | | | | | | |
Cash in bank subsidiary | | | 193 | | | | 166 | |
| | | | | | | | |
Other assets | | | 337 | | | | 373 | |
| | | | | | | | |
Total assets | | $ | 55,194 | | | $ | 91,729 | |
| | | | | | | | |
Liabilities and Shareholders' Equity: | | | | | | | | |
Other liabilities | | $ | | | | $ | | |
| | | | | | | | |
Total liabilities | | | | | | | | |
| | | | | | | | |
Shareholders' equity | | | 55,194 | | | | 91,729 | |
| | | | | | | | |
Total liabilities and shareholders' equity | | $ | 55,194 | | | $ | 91,729 | |
CONDENSED STATEMENTS OF OPERATIONS (IN THOUSANDS):
Years Ended December 31, | | 2022 | | | 2021 | | | 2020 | |
| | | | | | | | | | | | |
Income | | | | | | | | | | | | |
Distributed income of bank subsidiary | | $ | 1,243 | | | $ | 4,610 | | | $ | 250 | |
Undistributed income (loss) of bank subsidiary | | | 8,061 | | | | 4,686 | | | | (2,745 | ) |
Other income (loss) | | | 7 | | | | 4 | | | | 4 | |
| | | | | | | | | | | | |
Total income (loss) | | | 9,311 | | | | 9,300 | | | | (2,491 | ) |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Other | | | 370 | | | | 389 | | | | 67 | |
| | | | | | | | | | | | |
Total expenses | | | 370 | | | | 389 | | | | 67 | |
| | | | | | | | | | | | |
Income (loss) before income taxes | | | 8,941 | | | | 8,911 | | | | (2,558 | ) |
| | | | | | | | | | | | |
Income tax | | | | | | | | | | | | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 8,941 | | | $ | 8,911 | | | $ | (2,558 | ) |
CONDENSED STATEMENTS OF CASH FLOWS (IN THOUSANDS):
Years Ended December 31, | | 2022 | | | 2021 | | | 2020 | |
| | | | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | | |
Net income (loss) | | $ | 8,941 | | | $ | 8,911 | | | $ | (2,558 | ) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | | |
Undistributed (income) loss of subsidiaries | | | (8,061 | ) | | | (4,686 | ) | | | 2,745 | |
Other assets | | | 36 | | | | (1 | ) | | | (2 | ) |
| | | | | | | | | | | | |
Net cash provided by operating activities | | | 916 | | | | 4,224 | | | | 185 | |
| | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Net cash provided by investing activities | | | | | | | | | | | | |
| | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | |
Stock repurchase | | | | | | | (3,381 | ) | | | (735 | ) |
Dividends paid | | | (889 | ) | | | (769 | ) | | | (98 | ) |
| | | | | | | | | | | | |
Net cash used in financing activities | | | (889 | ) | | | (4,150 | ) | | | (833 | ) |
| | | | | | | | | | | | |
Net increase (decrease) in cash | | | 27 | | | | 74 | | | | (648 | ) |
Cash, beginning of year | | | 166 | | | | 92 | | | | 740 | |
| | | | | | | | | | | | |
Cash, end of year | | $ | 193 | | | $ | 166 | | | $ | 92 | |
NOTE O - EMPLOYEE AND DIRECTOR BENEFIT PLANS:
The Company sponsors the Peoples Financial Corporation Employee Stock Ownership Plan (“ESOP”). Employees who are in a position requiring at least 1,000 hours of service during a plan year and who are 21 years of age are eligible to participate in the ESOP. The Plan included 401(k) provisions and the former Gulf National Bank Profit Sharing Plan. Effective January 1, 2001, the ESOP was amended to separate the 401(k) funds into the Peoples Financial Corporation 401(k) Profit Sharing Plan. The separation had no impact on the eligibility or benefits provided to participants of either plan. The 401(k) provides for a matching contribution of 75% of the amounts contributed by the employee (up to 6% of compensation). Contributions are determined by the Board of Directors and may be paid either in cash or Peoples Financial Corporation common stock. Total contributions to the plans charged to operating expense were $260,000 for each of 2022, 2021 and 2020.
The ESOP was frozen to further contributions and eligibility effective January 1, 2019. The ESOP held 214,961, 222,891 and 223,976 allocated shares at December 31, 2022, 2021 and 2020, respectively.
The Company established an Executive Supplemental Income Plan and a Directors' Deferred Income Plan, which provide for pre-retirement and post-retirement benefits to certain key executives and directors. Benefits under the Executive Supplemental Income Plan are based upon the position and salary of the officer at retirement or death. Normal retirement benefits under the plan are equal to 67% of salary for the president and chief executive officer, 58% of salary for the executive vice president and 50% of salary for all other executive officers and are payable monthly over a period of fifteen years. Under the Directors’ Deferred Income Plan, the directors are given an opportunity to defer receipt of their annual directors’ fees until retirement from the board. For those who choose to participate, benefits are payable monthly for ten years beginning the first day of the month following the director’s normal retirement date. The normal retirement date is the later of the normal retirement age (65) or separation of service. Through December 31, 2021, interest on deferred fees accrued at an annual rate of 10%, compounded annually. Also through December 31, 2021, after payments commenced, interest accrued at an annual rate of 7.50%, compounded monthly. The Board amended the plan on November 23, 2021, providing that, effective January 1, 2022, on a prospective basis, interest on deferred fees shall accrue at an annual rate equal to the Chase Manhattan Bank Prime Rate as of December 31st of each year, compounded annually, before payments commence under the plan, and that after payments have commenced, interest will accrue on the account balance at an annual fixed rate equal to Chase Manhattan Bank Prime Rate as of the Director’s separation from service, compounded monthly. The Company has acquired insurance policies, with the bank subsidiary as owner and beneficiary, which it may use as a source to pay potential benefits to the plan participants. These contracts are carried at their cash surrender value, which amounted to $17,969,670 and $17,544,449 at December 31, 2022 and 2021, respectively. The present value of accumulated benefits under these plans, using an interest rate of 3.00% and 3.50% at December 31, 2022 and 2021, respectively, and the interest ramp-up method has been accrued. The accrual amounted to $14,099,626 and $13,556,638 at December 31, 2022 and 2021, respectively, and is included in Employee and director benefit plans liabilities.
The Company also has additional plans for post-retirement benefits for certain key executives. The Company has acquired insurance policies, with the bank subsidiary as owner and beneficiary, which it may use as a source to pay potential benefits to the plan participants. These contracts are carried at their cash surrender value, which amounted to $2,288,322 and $2,109,593 at December 31, 2022 and 2021, respectively. The present value of accumulated benefits under these plans using an interest rate of 3.00% and 3.50% at December 31, 2022 and 2021, respectively, and the projected unit cost method has been accrued. The accrual amounted to $1,646,068 and $1,559,728 at December 31, 2022 and 2021, respectively, and is included in Employee and director benefit plans liabilities.
Additionally, there are two endorsement split dollar policies, with the bank subsidiary as owner and beneficiary, which provide a guaranteed death benefit to the participants’ beneficiaries. These contracts are carried at their cash surrender value, which amounted to $329,684 and $324,538 at December 31, 2022 and 2021, respectively. The present value of accumulated benefits under these plans using an interest rate of 3.00% and 3.50% at December 31, 2022 and 2021, respectively, and the projected unit cost method has been accrued. The accrual amounted to $111,217 and $105,076 at December 31, 2022 and 2021, respectively, and is included in Employee and director benefit plans liabilities.
The Company has additional plans for post-retirement benefits for directors. The Company has acquired insurance policies, with the bank subsidiary as owner and beneficiary, which it may use as a source to pay potential benefits to the plan participants. These contracts are carried at their cash surrender value, which amounted to $180,559 and $172,034 at December 31, 2022 and 2021, respectively. The present value of accumulated benefits under these plans using an interest rate of 3.00% and 3.50% at December 31, 2022 and 2021, respectively, and the projected unit cost method has been accrued. The accrual amounted to $219,540 and $208,590 at December 31, 2022 and 2021, respectively, and is included in Employee and director benefit plans liabilities.
The Company provides post-retirement health insurance to certain of its retired employees. Employees are eligible to participate in the retiree health plan if they retire from active service no earlier than age 60. In addition, the employee must have at least 25 continuous years of service with the Company immediately preceding retirement. However, any active employee who was at least age 65 as of January 1, 1995, does not have to meet the 25 years of service requirement. The Company reserves the right to modify, reduce or eliminate these health benefits. The Company has chosen to not offer this post-retirement benefit to individuals entering the employment of the Company after December 31, 2006. Employees who are eligible and enroll in the bank subsidiary’s group medical and dental health care plans upon their retirement must enroll in Medicare Parts A, B and D when first eligible upon their retirement from the bank subsidiary. This results in the bank subsidiary’s programs being secondary insurance coverage for retired employees and any dependent(s), if applicable, while Medicare Parts A and B will be their primary coverage, and Medicare Part D will be the sole and exclusive prescription drug benefit plan for retired employees.
The net postretirement benefit cost was as follows (in thousands):
For the Year Ended December 31, | | 2022 | | | 2021 | |
| | | | | | | | |
Net Postretirement Benefit Cost | | $ | 118 | | | $ | 139 | |
The accumulated postretirement benefit obligation and the balance in accumulated other comprehensive income was as follows (in thousands):
December 31, | | 2022 | | | 2021 | |
| | | | | | | | |
Accumulated Postretirement Benefit Obligation | | $ | 3,121 | | | $ | 4,003 | |
Fair Value of Plan Assets | | | | | | | | |
Unfunded Status | | $ | 3,121 | | | $ | 4,003 | |
| | | | | | | | |
Balance in Accumulated Other Comprehensive Income | | $ | 2,237 | | | $ | 1,224 | |
Amounts recognized in Accumulated Other Comprehensive Income were as follows (in thousands):
For the Year Ended December 31, | | 2022 | | | 2021 | |
| | | | | | | | |
Net Gain | | $ | 1,702 | | | $ | 606 | |
Prior Service Credit | | | 535 | | | | 618 | |
Total | | $ | 2,237 | | | $ | 1,224 | |
The prior service credit and net gain that will be recognized in accumulated other comprehensive income during 2023 is $107,973.
The following is a summary of the actuarial assumptions used to determine the accumulated postretirement benefit obligation:
December 31, | | 2022 | | | 2021 | |
Equivalent APBO Single Discount Rate | | | 5.20 | % | | | 2.80 | % |
Rate of Increase in Future Compensation Levels | | | N/A | | | | N/A | |
Current Pre 65 Health Care Trend Rate | | | 6.50 | % | | | 5.50 | % |
Current Post 64 Health Care Trend Rate | | | 6.50 | % | | | 5.50 | % |
Ultimate Health Care Trend Rate | | | 4.56 | % | | | 4.50 | % |
Year Ultimate Trend Rate Reached | | 2041 | | | 2026 | |
The following is a summary of the assumptions used to determine the net postretirement benefit cost:
January 1, | | 2022 | | | 2021 | |
Equivalent APBO Single Discount Rate | | | 2.80 | % | | | 2.50 | % |
Rate of Increase in Future Compensation Levels | | | N/A | | | | N/A | |
Current Pre 65 Health Care Trend Rate | | | 5.50 | % | | | 5.75 | % |
Current Post 64 Health Care Trend Rate | | | 5.50 | % | | | 5.75 | % |
Ultimate Health Care Trend Rate | | | 4.50 | % | | | 4.50 | % |
Year Ultimate Trend Rate Reached | | 2026 | | | 2026 | |
The following is a reconciliation of the accumulated postretirement benefit obligation, which is included in employee and director benefit plans liabilities (in thousands):
| | Accumulated | | | | | | | | | |
| | Postretirement | | | | | | | | | |
| | Benefit | | | Fair Value of | | | Funded | |
Reconciliation of Funded Status | | Obligation | | | Plan Assets | | | Status | |
December 31, 2021: | | $ | (4,003 | ) | | $ | | | | $ | (4,003 | ) |
Service cost | | | (116 | ) | | | | | | | (116 | ) |
Interest cost | | | (110 | ) | | | | | | | (110 | ) |
Gains/(Losses) | | | 1,121 | | | | | | | | 1,121 | |
Benefits paid | | | 47 | | | | (47 | ) | | | | |
Participant contributions | | | (60 | ) | | | 60 | | | | | |
Employer Contributions | | | | | | | (13 | ) | | | (13 | ) |
December 31, 2022 | | $ | (3,121 | ) | | $ | | | | $ | (3,121 | ) |
The following is a reconciliation of the accumulated other comprehensive income (in thousands):
| | | | | | | | | | Accumulated Other | |
| | Net | | | Prior Service | | | Comprehensive | |
| | Gain/Loss | | | Cost/(Credit) | | | Income | |
December 31, 2021: | | $ | (606 | ) | | $ | (618 | ) | | $ | (1,224 | ) |
Amortization payment | | | 26 | | | | 81 | | | | 107 | |
Liability (Gain)/Loss | | | (1,121 | ) | | | | | | | (1,121 | ) |
December 31, 2022 | | $ | (1,701 | ) | | $ | (537 | ) | | $ | (2,238 | ) |
The following table displays the benefits expected to be paid from the plan during each of the next five fiscal years, and in aggregate for the five fiscal years thereafter (in thousands):
Fiscal 2023 | | $ | 151 | |
Fiscal 2024 | | | 190 | |
Fiscal 2025 | | | 211 | |
Fiscal 2026 | | | 212 | |
Fiscal 2027 | | | 249 | |
Fiscal 2028-2032 | | $ | 1,173 | |
NOTE P - FAIR VALUE MEASUREMENTS AND DISCLOSURES:
The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available for sale securities are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record other assets at fair value on a non-recurring basis, such as impaired loans, ORE and intangible assets. These non-recurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets. Additionally, the Company is required to disclose, but not record, the fair value of other financial instruments.
Fair Value Hierarchy
The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 - Valuation is based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 - Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques.
Following is a description of valuation methodologies used to determine the fair value of financial assets and liabilities.
Cash and Due from Banks
The carrying amount shown as cash and due from banks approximates fair value.
Available for Sale Securities
The fair value of available for sale securities is based on quoted market prices. The Company’s available for sale securities are reported at their estimated fair value, which is determined utilizing several sources. The primary source is ICE Data Pricing and Reference Date, LLC (“ICE”) which purchased Interactive Data Corporation (“IDC”) but kept the IDC methodologies. Those methodologies include utilizing pricing models that vary based on asset class and include available trade, bid and other market information and whose methodology includes broker quotes, proprietary models and vast descriptive databases. Another source for determining fair value is matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark securities. The Company’s available for sale securities for which fair value is determined through the use of such pricing models and matrix pricing are classified as Level 2 assets.
Held to Maturity Securities
The fair value of held to maturity securities is based on quoted market prices. The Company’s held to maturity securities are reported at their amortized cost, and their estimated fair value, which is determined utilizing several sources, is disclosed in the financial statements and footnotes. The primary source is ICE Data Pricing and Reference Date, LLC (“ICE”) which purchased Interactive Data Corporation (“IDC”) but kept the IDC methodologies. Those methodologies include utilizing pricing models that vary based on asset class and include available trade, bid and other market information and whose methodology includes broker quotes, proprietary models and vast descriptive databases. Another source for determining fair value is matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark securities. The Company’s held to maturity securities for which fair value is determined through the use of such pricing models and matrix pricing are classified as Level 2 assets.
Other Investments
The carrying amount shown as other investments approximates fair value.
Federal Home Loan Bank Stock
The carrying amount shown as Federal Home Loan Bank Stock approximates fair value.
Loans
The fair value of both fixed and floating rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings for the remaining maturities. The cash flows considered in computing the fair value of such loans are segmented into categories relating to the nature of the contract and collateral based on contractual principal maturities. Appropriate adjustments are made to reflect probable credit losses. Cash flows have been adjusted for such factors as prepayment risk or the effect of the maturity of balloon notes. The fair value of floating rate loans are estimated at market value. At each reporting period, the Company determines which loans are impaired. Accordingly, the Company’s impaired loans are reported at their estimated fair value on a non-recurring basis. An allowance for each impaired loan, which are generally collateral-dependent, is calculated based on the fair value of its collateral. The fair value of the collateral is based on appraisals performed by third-party valuation specialists. Factors including the assumptions and techniques utilized by the appraiser are considered by Management. If the recorded investment in the impaired loan exceeds the measure of fair value of the collateral, a valuation allowance is recorded as a component of the allowance for loan losses. Impaired loans are non-recurring Level 3 assets.
Other Real Estate
In the course of lending operations, Management may determine that it is necessary to foreclose on the related collateral. Other real estate acquired through foreclosure is carried at fair value, less estimated costs to sell. The fair value of the collateral is based on appraisals performed by third-party valuation specialists. Factors including the assumptions and techniques utilized by the appraiser are considered by Management. If the current appraisal is more than one year old and/or the loan balance is more than $200,000, a new appraisal is obtained. Otherwise, the Bank’s in-house property evaluator and Management will determine the fair value of the collateral, based on comparable sales, market conditions, Management’s plans for disposition and other estimates of fair value obtained from principally independent sources, adjusted for estimated selling costs. Other real estate is a non-recurring Level 3 asset.
Cash Surrender Value of Life Insurance
The carrying amount of cash surrender value of bank-owned life insurance approximates fair value.
Intangible Asset
The carrying amount shown as intangible asset approximates fair value.
Deposits
The fair value of all deposits both non-interest bearing and interest bearing demand and savings deposits along with time deposits are estimated by discounting the cash flows using the Federal Home Loan Bank bulletin curve rates deposits with similar remaining maturities. The cash flows considered in computing the fair value of such deposits are based on contractual maturities.
Borrowings from Federal Home Loan Bank
The fair value of Federal Home Loan Bank (“FHLB”) fixed and variable rate borrowings are estimated using repricing rates for similar types of borrowing arrangements.
The balances of available for sale securities, which are the only assets measured at fair value on a recurring basis, by level within the fair value hierarchy and by investment type, as of December 31, 2022 and 2021, were as follows (in thousands):
| | | | | Fair Value Measurements Using | |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
December 31, 2022: | | | | | | | | | | | | | | | | |
U.S. Treasuries | | $ | 108,368 | | | $ | | | | $ | 108,368 | | | $ | | |
Mortgage-backed securities | | | 56,439 | | | | | | | | 56,439 | | | | | |
Collateralized mortgage obligations | | | 107,377 | | | | | | | | 107,377 | | | | | |
States and political subdivisions | | | 77,984 | | | | | | | | 77,984 | | | | | |
Total | | $ | 350,168 | | | $ | | | | $ | 350,168 | | | $ | | |
| | | | | | | | | | | | | | | | |
December 31, 2021: | | | | | | | | | | | | | | | | |
U.S. Treasuries | | $ | 73,154 | | | $ | | | | $ | 73,154 | | | $ | | |
Mortgage-backed securities | | | 71,982 | | | | | | | | 71,982 | | | | | |
Collateralized mortgage obligations | | | 129,987 | | | | | | | | 129,987 | | | | | |
States and political subdivisions | | | 101,680 | | | | | | | | 101,680 | | | | | |
Total | | $ | 376,803 | | | $ | | | | $ | 376,803 | | | $ | | |
Total | | $ | 753,606 | | | $ | | | | $ | 753,606 | | | $ | | |
Impaired loans, which are measured at fair value on a non-recurring basis, by level within the fair value hierarchy as of December 31, 2022 and 2021 were as follows (in thousands):
| | | | | Fair Value Measurements Using | |
December 31: | | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
2022 | | $ | 1,026 | | | $ | | | | $ | | | | $ | 1,026 | |
2021 | | $ | 129 | | | $ | | | | $ | | | | $ | 129 | |
Other real estate, which is measured at fair value on a non-recurring basis, by level within the fair value hierarchy as of December 31, 2022 and 2021 are as follows (in thousands):
| | | | | Fair Value Measurements Using | |
December 31: | | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
2022 | | $ | 259 | | | $ | | | | $ | | | | $ | 259 | |
2021 | | $ | 1,891 | | | $ | | | | $ | | | | $ | 1,891 | |
The following table presents a summary of changes in the fair value of other real estate which is measured using Level 3 inputs (in thousands):
| | 2022 | | | 2021 | |
Balance, beginning of year | | $ | 1,891 | | | $ | 3,475 | |
| | | | | | | | |
Loans transferred to ORE | | | | | | | 14 | |
| | | | | | | | |
Sales | | | (1,477 | ) | | | (1,299 | ) |
| | | | | | | | |
Write-downs | | | (155 | ) | | | (299 | ) |
| | | | | | | | |
Balance, end of year | | $ | 259 | | | $ | 1,891 | |
The carrying value and estimated fair value of financial instruments, by level within the fair value hierarchy, at December 31, 2022 and 2021 are as follows (in thousands):
| | Carrying | | | Fair Value Measurements Using | | | | | |
| | Amount | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
December 31, 2022: | | | | | | | | | | | | | | | | | | | | |
Financial Assets: | | | | | | | | | | | | | | | | | | | | |
Cash and due from banks | | $ | 32,836 | | | $ | 32,836 | | | $ | | | | $ | | | | $ | 32,836 | |
Available for sale securities | | | 350,168 | | | | | | | | 350,168 | | | | | | | | 350,168 | |
Held to maturity securities | | | 195,217 | | | | | | | | 180,050 | | | | | | | | 180,050 | |
Other investments | | | 350 | | | | 350 | | | | | | | | | | | | 350 | |
Federal Home Loan Bank stock | | | 2,175 | | | | | | | | 2,175 | | | | | | | | 2,175 | |
Loans, net | | | 234,540 | | | | | | | | | | | | 223,494 | | | | 223,494 | |
Cash surrender value of life insurance | | | 20,768 | | | | | | | | 20,768 | | | | | | | | 20,768 | |
Intangible asset | | | 600 | | | | | | | | | | | | 600 | | | | 600 | |
Financial Liabilities: | | | | | | | | | | | | | | | | | | | | |
Deposits: | | | | | | | | | | | | | | | | | | | | |
Non-interest bearing | | | 198,097 | | | | 198,097 | | | | | | | | | | | | 198,097 | |
Interest bearing | | | 587,683 | | | | | | | | | | | | 497,950 | | | | 497,950 | |
Borrowings from Federal Home Loan | | | | | | | | | | | | | | | | | | | | |
Bank | | | | | | | | | | | | | | | | | | | | |
| | Carrying | | | Fair Value Measurements Using | | | | | |
| | Amount | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
December 31, 2021: | | | | | | | | | | | | | | | | | | | | |
Financial Assets: | | | | | | | | | | | | | | | | | | | | |
Cash and due from banks | | $ | 49,991 | | | $ | 49,991 | | | $ | | | | $ | | | | $ | 49,991 | |
Available for sale securities | | | 376,803 | | | | | | | | 376,803 | | | | | | | | 376,803 | |
Held to maturity securities | | | 110,208 | | | | | | | | 111,340 | | | | | | | | 111,340 | |
Other investments | | | 2,404 | | | | 2,404 | | | | | | | | | | | | 2,404 | |
Federal Home Loan Bank stock | | | 2,153 | | | | | | | | 2,153 | | | | | | | | 2,153 | |
Loans, net | | | 235,851 | | | | | | | | | | | | 238,305 | | | | 238,305 | |
Cash surrender value of life insurance | | | 20,150 | | | | | | | | 20,150 | | | | | | | | 20,150 | |
Financial Liabilities: | | | | | | | | | | | | | | | | | | | | |
Deposits: | | | | | | | | | | | | | | | | | | | | |
Non-interest bearing | | | 193,473 | | | | 193,473 | | | | | | | | | | | | 193,473 | |
Interest bearing | | | 511,365 | | | | | | | | | | | | 512,034 | | | | 512,034 | |
Borrowings from Federal Home Loan | | | | | | | | | | | | | | | | | | | | |
Bank | | | 889 | | | | | | | | 1,072 | | | | | | | | 1,072 | |
NOTE Q: ACQUISITION OF CORPORATE TRUST BUSINESS
On March 17, 2022, the bank subsidiary signed a definitive agreement with Trustmark National Bank (“Trustmark”) to acquire substantially all of the Trustmark’s corporate trust business for a purchase price of $650,000. This book of business was added to the bank subsidiary’s existing corporate trust portfolio in its Asset Management and Trust Services Department. The purchase was approved by the Federal Deposit Insurance Corporation and closed on August 15, 2022, during the third quarter of 2022.
NOTE R: SUBSEQUENT EVENTS:
The Company has evaluated subsequent events through the time of the filing of its Annual Report on Form 10K. As of the time of filing, there were no material, reportable subsequent events.
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235 Peachtree Street, NE Suite 1800 Atlanta, GA 30303 |
404 588 4200 wipfli.com |