EX-99.1 2 exhibit991-q42019earningsr.htm EXHIBIT 99.1 Q4 2019 EARNINGS RELEASE Exhibit


levelonebankerv3image1a21.gif
 
For Immediate Release

Level One Bancorp, Inc. reports fourth quarter 2019 net income of $4.7 million, representing $0.60 diluted earnings per common share

Farmington Hills, MI – January 30, 2020 – Level One Bancorp, Inc. (“Level One”) (Nasdaq: LEVL) today reported financial results for the fourth quarter of 2019, which included net income of $4.7 million, or $0.60 diluted earnings per share. Excluding $220 thousand of expenses related to the recently completed merger with Ann Arbor State Bank, net income would have been $4.9 million, or $0.63 diluted earnings per share. This compares to net income of $4.4 million, or $0.56 diluted earnings per share, in the preceding quarter and $4.0 million, or $0.50 diluted earnings per share, in the fourth quarter of 2018.

Patrick J. Fehring, President and Chief Executive Officer of Level One, commented "We are pleased to announce a strong fourth quarter with net income of $4.7 million, which was $271 thousand, or 6%, higher than net income in the third quarter of 2019. During the fourth quarter, we also saw solid loan growth with total loans up $58.7 million or 5%, as compared to prior quarter."

He continued, "For the full year 2019, net income of $16.1 million was up 12% from $14.4 million in 2018. Our expansion of the mortgage team in late 2018 contributed to the robust mortgage activity during the full year 2019, resulting in an increase of $5.6 million in mortgage banking income year over year. In addition, credit quality has improved as nonperforming assets as a percentage of total assets declined to 0.73% at December 31, 2019 compared with 1.30% at December 31, 2018. Net chargeoffs for the full year 2019 also declined to $275 thousand or 0.02% as a percentage of average loans. As always, increasing shareholder value remains a priority with Level One, which was evidenced by the declaration of $0.16 per share to shareholders through common stock dividends, as compared to the declaration of dividends of $0.12 per share during 2018."

He concluded, "On January 2, 2020, we completed the merger transaction with Ann Arbor Bancorp, Inc., and are pleased to welcome the customers and team members of Ann Arbor State Bank as we build our presence in the very attractive Ann Arbor market. Overall, 2019 was a great year for the bank, and we look forward to 2020 and are excited about the prospects for continued growth."

Fourth Quarter 2019 Financial Highlights

Net income was $4.7 million, or $0.60 diluted earnings per share
Net interest margin, on a fully taxable equivalent ("FTE") basis, was 3.56%, compared to 3.59% in the preceding quarter and 3.73% in the fourth quarter of 2018
Noninterest income increased 119% to $4.6 million in the fourth quarter of 2019, compared to $2.3 million in the fourth quarter of 2018, primarily due to higher income from mortgage banking activities and gains on sales of securities
Total assets increased 12% to $1.58 billion at December 31, 2019, compared to $1.42 billion at December 31, 2018
Total loans increased 9% to $1.23 billion at December 31, 2019, compared to $1.13 billion at December 31, 2018
Total deposits increased to $1.14 billion at December 31, 2019, compared to $1.13 billion at December 31, 2018
Book value per share increased 13% to $22.13 per share at December 31, 2019, compared to $19.58 per share at December 31, 2018

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Tangible book value per share increased 14% to $20.86 per share at December 31, 2019, compared to $18.31 per share at December 31, 2018

2019 Financial Highlights
Net income was $16.1 million, or $2.05 diluted earnings per share
Net interest margin, on a FTE basis, was 3.60% compared to 3.92% in the preceding year
Noninterest income increased 101% to $14.2 million in 2019, compared to $7.1 million in 2018, primarily due to higher income from mortgage banking activities, commercial lending swap income and gains on sales of securities

Balance Sheet Review

Level One's total assets were $1.58 billion at December 31, 2019, an increase of $75.4 million, or 5.00%, from $1.51 billion at September 30, 2019, and up $168.7 million, or 11.91%, from $1.42 billion at December 31, 2018. The increase in total assets from September 30, 2019 was primarily due to an increase in originated loans and cash and cash equivalents, partially offset by a decrease in investment securities. The increase in total assets year over year was attributable to the same factors mentioned in the quarter to quarter analysis above, as well as an increase in mortgage loans held for sale, fair value of interest rate swaps and receivables from a loan sub-servicer (both included under "other assets").

The investment securities portfolio was $180.9 million at December 31, 2019, a decrease of $24.3 million, or 11.86%, from $205.2 million at September 30, 2019, and down $23.4 million, or 11.43%, from $204.3 million at December 31, 2018. The decrease in the investment securities portfolio compared to December 31, 2018 and September 30, 2019 reflected our efforts to better position our combined investment portfolio in connection with the merger with Ann Arbor State Bank.

Total loans were $1.23 billion at December 31, 2019, an increase of $58.7 million, or 5.02%, from $1.17 billion at September 30, 2019, and up $101.0 million, or 8.97%, from $1.13 billion at December 31, 2018. The growth in total loans compared to December 31, 2018 and September 30, 2019 was primarily due to growth in both our commercial real estate and residential real estate loan portfolios.

Total deposits were $1.14 billion at December 31, 2019, a decrease of $59.1 million, or 4.95%, from $1.19 billion at September 30, 2019, and increased $793 thousand, or 0.07%, from $1.13 billion at December 31, 2018. The decrease in deposits compared to September 30, 2019 was primarily due to decreases in money market and savings deposits and time deposits. Total deposit composition at December 31, 2019 consisted of 34.21% of demand deposit accounts, 27.64% of savings and money market accounts and 38.15% of time deposits.

Total debt outstanding was $256.7 million at December 31, 2019, an increase of $129.8 million, or 102.30%, from $126.9 million at September 30, 2019, and an increase of $142.2 million, or 124.23%, from $114.5 million at December 31, 2018. The increase in total borrowings compared to September 30, 2019 and December 31, 2018 was primarily due to increases in long-term FHLB advances and subordinated notes, partially offset by decreases in short-term FHLB advances. The increase in total borrowings as well as the issuance of the $30.0 million of subordinated notes reflected management's efforts to fund the liquidity needs of Level One.

Operating Results

Level One's net interest income decreased $80 thousand, or 0.62%, to $12.9 million in the fourth quarter of 2019, compared to $13.0 million in the preceding quarter and increased $95 thousand, or 0.74%, compared to $12.8 million in the fourth quarter of 2018.

Level One’s net interest margin, on a FTE basis, was 3.56% in the fourth quarter of 2019, compared to 3.59% in the preceding quarter and 3.73% in the fourth quarter of 2018. This decrease in the net interest margin compared to the preceding quarter and fourth quarter 2018 was primarily

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a result of lower average loan yield. Average loan yield was 5.20% for the fourth quarter of 2019, 5.41% for the preceding quarter, and 5.41% for the fourth quarter 2018 as the federal funds rate dropped 25 basis points in October 2019. The cost of funds declined to 1.77% in the fourth quarter compared to 1.98% in the third quarter.

Level One's noninterest income increased $732 thousand, or 18.97%, to $4.6 million in the fourth quarter of 2019, compared to $3.9 million in the preceding quarter, and increased $2.3 million, or 118.66%, compared to $2.3 million in the fourth quarter of 2018. The increase in noninterest income compared to the preceding quarter was primarily due to a $872 thousand increase in net gains on the sale of investment securities. The $2.3 million increase in noninterest income year over year was attributable to an increase of $1.2 million in mortgage banking activities and an increase of $1.1 million in net gains on the sale of investment securities. The increase in the mortgage banking activities income year over year was predominantly as a result of the doubling of our mortgage team in the third quarter of 2018 as well as higher originations as a result of lower interest rates throughout 2019. The increase in net gains on sale of investment securities was due to sales of corporate bonds, mortgage backed securities, and collateralized mortgage obligations mainly as a result of our efforts to better position our combined investment portfolio in anticipation of the merger with Ann Arbor State Bank that closed on January 2, 2020.

Level One's noninterest expense decreased $244 thousand, or 2.11%, to $11.3 million in the fourth quarter of 2019, compared to $11.5 million in the preceding quarter, and increased $911 thousand, or 8.77%, compared to $10.4 million in the fourth quarter of 2018. The $911 thousand increase in noninterest expense year over year was primarily a result of increases in mortgage commissions (included under "salary and employee benefits"), occupancy and equipment expense, professional service fees, as well as $220 thousand of expense related to the merger with Ann Arbor State Bank. The efficiency ratio, which is a measure of operating expenses as a percentage of net interest income and noninterest income, for the fourth quarter of 2019 was 64.55%, compared to 68.50% for the preceding quarter and 68.68% in the fourth quarter of 2018.

Level One's income tax provision was $975 thousand, or 17.24% of pretax income, in the fourth quarter of 2019, as compared to $914 thousand, or 17.17% of pretax income, in the preceding quarter and $836 thousand, or 17.46% of pretax income, in the fourth quarter of 2018.

Asset Quality

Nonaccrual loans were $10.7 million, or 0.87% of total loans, at December 31, 2019, a decrease of $787 thousand from nonaccrual loans of $11.5 million, or 0.98% of total loans, at September 30, 2019, and a decrease of $7.8 million from nonaccrual loans of $18.4 million, or 1.64% of total loans, at December 31, 2018. The decrease in nonaccrual loans compared to December 31, 2018 was primarily due to the payoff of three large commercial loan relationships on nonaccrual status during the first and third quarter 2019 totaling $12.4 million. This was partially offset by two commercial loan relationships totaling $4.9 million moving to nonaccrual status.

Level One had $921 thousand of other real estate owned assets at December 31, 2019, compared to $373 thousand at September 30, 2019 and no other real estate owned assets at December 31, 2018. The increase in other real estate owned assets year over year was due to the addition of two residential properties and one commercial property during the year. Nonperforming assets, consisting of nonaccrual loans and other real estate owned, as a percentage of total assets were 0.73% at December 31, 2019, compared to 0.78% at September 30, 2019, and 1.30% at December 31, 2018.

In addition, Level One had $157 thousand of loans 90 days or more past due and still accruing interest at December 31, 2019 and September 30, 2019 and $243 thousand at December 31, 2018, all of which consisted of purchase credit impaired loans from previously acquired financial institutions.

Performing troubled debt restructured loans that were not included in nonaccrual loans at December 31, 2019 were $906 thousand, compared to $914 thousand at September 30, 2019 and $931 thousand at December 31, 2018. Loans to borrowers who are in financial difficulty and who have been granted concessions that may include interest rate reductions, forbearance agreements, and principal deferral or reduction, are categorized as troubled debt restructured loans.

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Net chargeoffs in the fourth quarter of 2019 were $181 thousand, or 0.06% of average loans on an annualized basis, compared to $30 thousand of net chargeoffs, or 0.01% of average loans on an annualized basis, for the preceding quarter and $274 thousand of net chargeoffs, or 0.10% of average loans on an annualized basis, in the fourth quarter of 2018.

Level One's provision for loan losses in the fourth quarter of 2019 was a provision expense of $548 thousand, compared to a provision benefit of $16 thousand in the preceding quarter and a provision benefit of $51 thousand in the fourth quarter of 2018. The increase in the provision expense quarter over quarter was primarily due to higher charge-offs in the fourth quarter as well as a prior quarter release of $362 thousand of specific reserves on a commercial loan relationship that paid off in the third quarter. The increase in the provision year over year was primarily due to the release of $729 thousand of specific reserves on a commercial loan relationship that paid off in the fourth quarter of 2018 partially offset by fewer net charge-offs. The allowance for loan losses was $12.7 million, or 1.03% of total loans, at December 31, 2019, compared to $12.3 million, or 1.05% of total loans, at September 30, 2019, and $11.6 million, or 1.03% of total loans, at December 31, 2018. As of December 31, 2019, the allowance for loan losses as a percentage of nonaccrual loans was 118.83%, compared to 107.46% at September 30, 2019, and 62.70% at December 31, 2018.

Capital

Total shareholders’ equity was $170.7 million at December 31, 2019, an increase of $2.7 million, or 1.63%, compared with $168.0 million at September 30, 2019, primarily as a result of increased retained earnings. Total shareholders' equity increased $18.9 million, or 12.48%, from $151.8 million at December 31, 2018 as a result of increased retained earnings and accumulated other comprehensive income.

Recent Developments

Merger with Ann Arbor Bancorp, Inc.: On January 2, 2020, Level One completed its previously announced acquisition of Ann Arbor Bancorp, Inc. (“AAB”) and its wholly owned subsidiary, Ann Arbor State Bank. The transaction was completed pursuant to a merger of the Company’s wholly owned merger subsidiary (“Merger Sub”) with and into AAB, pursuant to the Agreement and Plan of Merger, dated as of August 12, 2019, among Level One, Merger Sub and AAB. Level One paid aggregate consideration of approximately $67.9 million in cash. Level One expects to have approximately $1.4 million in expenses related to the acquisition in the first quarter of 2020.

As of December 31, 2019, Ann Arbor State Bank had total assets of $319.4 million, total loans of $222.1 million and total deposits of $267.7 million.

Fourth Quarter Dividend: On December 19, 2019, Level One’s Board of Directors declared a quarterly cash dividend of $0.04 per share. This dividend was paid out on January 15, 2020, to stockholders of record at the close of business on December 31, 2019.

About Level One Bancorp, Inc.

Level One Bancorp, Inc. is the holding company for Level One Bank, a full-service commercial and consumer bank headquartered in Michigan with assets of approximately $1.58 billion as of December 31, 2019. It operates fifteen banking centers throughout southeast Michigan and west Michigan. Level One Bank's success has been recognized both locally and nationally as the U.S. Small Business Administration's (SBA) "Community Lender of the Year" and "Export Finance Lender of the Year" and one of S&P Global's Top 10 "Best-Performing Community Banks" in the nation. Level One's commercial division provides a menu of products including lines of credit, term loans, leases, commercial mortgages, SBA loans, export-import financing,

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and a full suite of treasury management and private banking services. The consumer division offers personal savings and checking accounts and a complete array of consumer loan products including residential mortgages, home equity loans, auto loans, and credit card services. Level One Bank offers a variety of online banking services and a robust mobile banking application for individuals and businesses. Level One Bank offers the sophistication of a big bank, the heart of a community bank, and the spirit of an entrepreneur. For more information, visit www.levelonebank.com.

Forward-Looking Statements

This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect management’s current views of future events and operations. These forward-looking statements are based on the information currently available to the Company as of the date of this release. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "will," "propose," "may," "plan," "seek," "expect," "intend," "estimate," "anticipate," "believe," "continue" or similar technology. It is important to note that these forward-looking statements are not guarantees of future performance and involve risk and uncertainties, including, but not limited to, the ability of the Company to implement its strategy and expand its lending operations, changes in interest rates and other general economic, business and political conditions, including changes in the financial markets, as well as other risks described in the Company's filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
Media Contact:
Investor Relations Contact:
Nicole Ransom
Peter Root
(248) 538-2183
(248) 538-2186

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Summary Consolidated Financial Information
(Unaudited)
As of or for the three months ended
(Dollars in thousands, except per share data)
December 31, 2019
 
September 30, 2019
 
June 30, 2019
 
March 31, 2019
 
December 31, 2018
Earnings Summary
 
 
 
 
 
 
 
 
 
Interest income
$
17,366

 
$
17,983

 
$
17,657

 
$
17,442

 
$
17,041

Interest expense
4,458

 
4,995

 
5,216

 
4,724

 
4,228

Net interest income
12,908

 
12,988

 
12,441

 
12,718

 
12,813

Provision (benefit) for loan losses
548

 
(16
)
 
429

 
422

 
(51
)
Noninterest income
4,590

 
3,858

 
3,477

 
2,286

 
2,307

Noninterest expense
11,295

 
11,539

 
11,167

 
10,368

 
10,384

Income before income taxes
5,655

 
5,323

 
4,322

 
4,214

 
4,787

Income tax provision
975

 
914

 
767

 
747

 
836

Net income
$
4,680

 
$
4,409

 
$
3,555

 
$
3,467

 
$
3,951

Net income allocated to participating securities (1)
50

 
45

 
37

 

 

Net income attributable to common shareholders (1)
$
4,630

 
$
4,364

 
$
3,518

 
$
3,467

 
$
3,951

Per Share Data
 
 
 
 
 
 
 
 
 
Basic earnings per common share
$
0.60

 
$
0.57

 
$
0.46

 
$
0.45

 
$
0.51

Diluted earnings per common share
0.60

 
0.56

 
0.45

 
0.44

 
0.50

Book value per common share
22.13

 
21.77

 
21.07

 
20.15

 
19.58

Tangible book value per share (2)
20.86

 
20.51

 
19.81

 
18.88

 
18.31

Shares outstanding (in thousands)
7,715

 
7,714

 
7,728

 
7,749

 
7,750

Average basic common shares (in thousands)
7,632

 
7,721

 
7,741

 
7,752

 
7,750

Average diluted common shares (in thousands)
7,747

 
7,752

 
7,856

 
7,869

 
7,893

Selected Period End Balances
 
 
 
 
 
 
 
 
 
Total assets
$
1,584,899

 
$
1,509,463

 
$
1,505,376

 
$
1,456,552

 
$
1,416,215

Securities available-for-sale
180,905

 
205,242

 
218,145

 
226,874

 
204,258

Total loans
1,227,609

 
1,168,923

 
1,166,501

 
1,131,097

 
1,126,565

Total deposits
1,135,428

 
1,194,542

 
1,229,445

 
1,151,463

 
1,134,635

Total liabilities
1,414,196

 
1,341,495

 
1,342,509

 
1,300,433

 
1,264,455

Total shareholders' equity
170,703

 
167,968

 
162,867

 
156,119

 
151,760

Tangible shareholders' equity (2)
160,940

 
158,250

 
153,121

 
146,337

 
141,926

Performance and Capital Ratios
 
 
 
 
 
 
 
 
 
Return on average assets (annualized)
1.23
%
 
1.16
%
 
0.95
%
 
0.96
%
 
1.11
%
Return on average equity (annualized)
10.98

 
10.58

 
8.92

 
8.99

 
10.69

Net interest margin (fully taxable equivalent)(3)
3.56

 
3.59

 
3.50

 
3.76

 
3.73

Efficiency ratio (noninterest expense/net interest income plus noninterest income)
64.55

 
68.50

 
70.15

 
69.10

 
68.68

Dividend payout ratio
6.60

 
7.03

 
8.69

 
6.72

 
5.87

Total shareholders' equity to total assets
10.77

 
11.13

 
10.82

 
10.72

 
10.72

Tangible equity to tangible assets (2)
10.22

 
10.55

 
10.24

 
10.11

 
10.09

Common equity tier 1 to risk-weighted assets
11.77

 
11.73

 
11.49

 
11.78

 
11.82

Tier 1 capital to risk-weighted assets
11.77

 
11.73

 
11.49

 
11.78

 
11.82

Total capital to risk-weighted assets
16.05

 
13.84

 
13.62

 
13.95

 
14.00

Tier 1 capital to average assets (leverage ratio)
10.41

 
10.12

 
10.01

 
10.19

 
10.21

Asset Quality Ratios:
 
 
 
 
 
 
 
 
 
Net charge-offs to average loans
0.06
%
 
0.01
%
 
0.01
%
 
0.01
%
 
0.10
%
Nonperforming assets as a percentage of total assets
0.73

 
0.78

 
0.99

 
1.17

 
1.30

Nonaccrual loans as a percent of total loans
0.87

 
0.98

 
1.25

 
1.47

 
1.64

Allowance for loan losses as a percentage of period-end loans
1.03

 
1.05

 
1.06

 
1.06

 
1.03

Allowance for loan losses as a percentage of nonaccrual loans
118.83

 
107.46

 
84.94

 
71.85

 
62.70

Allowance for loan losses as a percentage of nonaccrual loans, excluding allowance allocated to loans accounted for under ASC 310-30
111.68

 
100.52

 
79.41

 
66.33

 
57.71

(1) Amounts presented are used in the two-class earnings per common share calculation. This method was adopted by the Company in the second quarter of 2019.
(2) See section entitled "GAAP Reconciliation of Non-GAAP Financial Measures" below.
(3) Presented on a tax equivalent basis using a 21% tax rate.


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GAAP Reconciliation of Non-GAAP Financial Measures

Some of the financial measures included in this report are not measures of financial condition or performance recognized by GAAP. These non-GAAP financial measures include tangible shareholders' equity, tangible book value per share and the ratio of tangible equity to tangible assets, as well as net income and diluted earnings per common share excluding acquisition and due diligence fees. Our management uses these non-GAAP financial measures in its analysis of our performance, and we believe that providing this information to financial analysts and investors allows them to evaluate capital adequacy, as well as better understand and evaluate the Company’s core financial results for the periods in question.

We calculate: (i) tangible shareholders' equity as total shareholders' equity less core deposit intangibles, mortgage servicing rights and goodwill; (ii) tangible book value per share as tangible shareholders' equity divided by shares of common stock outstanding; (iii) tangible assets as total assets, less core deposit intangibles, mortgage servicing rights and goodwill; (iv) net income, excluding acquisition and due diligence fees, as net income, as reported, less acquisition and due diligences fees, net of income tax benefit; and (v) diluted earnings per common share, excluding acquisition and due diligence fees, as diluted earnings per common share, as reported, less effect of acquisition and due diligence fees on diluted earnings per share, net of income tax benefit.

The following presents these non-GAAP financial measures along with their most directly comparable financial measure calculated in accordance with GAAP:

 
As of
(Dollars in thousands, except per share data)
December 31,
2019
 
September 30,
2019
 
June 30,
2019
 
March 31,
2019
 
December 31,
2018
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 

Total shareholders' equity
$
170,703

 
$
167,968

 
$
162,867

 
$
156,119

 
$
151,760

Less:
 
 
 
 
 
 
 
 
 
Goodwill
9,387

 
9,387

 
9,387

 
9,387

 
9,387

Other intangible assets, net
376

 
331

 
359

 
395

 
447

Tangible shareholders' equity
$
160,940

 
$
158,250

 
$
153,121

 
$
146,337

 
$
141,926

 
 
 
 
 
 
 
 
 
 
Shares outstanding (in thousands)
7,715

 
7,714

 
7,728

 
7,749

 
7,750

Tangible book value per share
$
20.86

 
$
20.51

 
$
19.81

 
$
18.88

 
$
18.31

 
 
 
 
 
 
 
 
 
 
Total assets
$
1,584,899

 
$
1,509,463

 
$
1,505,376

 
$
1,456,552

 
$
1,416,215

Less:
 
 
 
 
 
 
 
 
 
Goodwill
9,387

 
9,387

 
9,387

 
9,387

 
9,387

Other intangible assets, net
376

 
331

 
359

 
395

 
447

Tangible assets
$
1,575,136

 
$
1,499,745

 
$
1,495,630

 
$
1,446,770

 
$
1,406,381

 
 
 
 
 
 
 
 
 
 
Tangible equity to tangible assets
10.22
%
 
10.55
%
 
10.24
%
 
10.11
%
 
10.09
%
 
 
 
 
 
 
 
 
 
 
Net income, as reported
$
4,680

 
$
4,409

 
$
3,555

 
$
3,467

 
$
3,951

Acquisition and due diligence fees
220

 
319

 

 

 

Income tax benefit (1)
(26
)
 
(25
)
 

 

 

Net income, excluding acquisition and due diligence fees
$
4,874

 
$
4,703

 
$
3,555

 
$
3,467

 
$
3,951

 
 
 
 
 
 
 
 
 
 
Diluted earnings per share, as reported
$
0.60

 
$
0.56

 
$
0.45

 
$
0.44

 
$
0.50

Effect of acquisition and due diligence fees, net of income tax benefit
0.03

 
0.04

 

 

 

Diluted earnings per common share, excluding acquisition and due diligence fees
$
0.63

 
$
0.60

 
$
0.45

 
$
0.44

 
$
0.50

 
 
 
 
 
 
 
 
 
 
(1) Assumes income tax rate of 21% on deductible acquisition expenses.
 
 

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Consolidated Balance Sheets
 
 
 
 
 
 
As of
 
December 31,
 
September 30,
 
December 31,
(Dollars in thousands)
2019
 
2019
 
2018
Assets
(Unaudited)
 
(Unaudited)
 
 
Cash and cash equivalents
$
103,930

 
$
49,361

 
$
33,296

Securities available-for-sale
180,905

 
205,242

 
204,258

Federal Home Loan Bank stock
11,475

 
8,325

 
8,325

Mortgage loans held for sale, at fair value
13,889

 
26,864

 
5,595

Loans:
 
 
 
 
 
Originated loans
1,158,138

 
1,093,694

 
1,041,898

Acquired loans
69,471

 
75,229

 
84,667

Total loans
1,227,609

 
1,168,923

 
1,126,565

Less: Allowance for loan losses
(12,674)

 
(12,307)

 
(11,566)

Net loans
1,214,935

 
1,156,616

 
1,114,999

Premises and equipment, net
13,838

 
13,427

 
13,242

Goodwill
9,387

 
9,387

 
9,387

Other intangible assets, net
376

 
331

 
447

Bank-owned life insurance
12,167

 
12,080

 
11,866

Income tax benefit
1,217

 
469

 
2,467

Other assets
22,780

 
27,361

 
12,333

Total assets
$
1,584,899

 
$
1,509,463

 
$
1,416,215

Liabilities
 

 
 
 
 
Deposits:
 

 
 
 
 
Noninterest-bearing demand deposits
$
325,885

 
$
322,069

 
$
309,384

Interest-bearing demand deposits
62,586

 
66,716

 
52,804

Money market and savings deposits
313,885

 
332,432

 
287,575

Time deposits
433,072

 
473,325

 
484,872

Total deposits
1,135,428

 
1,194,542

 
1,134,635

Borrowings
212,225

 
111,937

 
99,574

Subordinated notes
44,440

 
14,934

 
14,891

Other liabilities
22,103

 
20,082

 
15,355

Total liabilities
1,414,196

 
1,341,495

 
1,264,455

Shareholders' equity
 

 
 
 
 
Common stock, no par value per share:
 

 
 
 
 
Authorized - 20,000,000 shares
 

 
 
 
 
Issued and outstanding - 7,715,491 shares at December 31, 2019, 7,714,000 shares at September 30, 2019 and 7,750,216 shares at December 31, 2018
89,345

 
89,206

 
90,621

Retained earnings
77,766

 
73,394

 
62,891

Accumulated other comprehensive income (loss), net of tax
3,592

 
5,368

 
(1,752)

Total shareholders' equity
170,703

 
167,968

 
151,760

Total liabilities and shareholders' equity
$
1,584,899

 
$
1,509,463

 
$
1,416,215






8



Consolidated Statements of Income
 
 
 
 
 
 
 
 
 
 
Three months ended
 
Year ended
 
December 31,
 
September 30,
 
December 31,
 
December 31,
 
December 31,
(In thousands, except per share data)
2019
 
2019
 
2018
 
2019
 
2018
Interest income
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
 
Originated loans, including fees
$
14,304

 
$
14,633

 
$
13,412

 
$
56,956

 
$
49,076

Acquired loans, including fees
1,480

 
1,501

 
2,013

 
6,375

 
9,186

Securities:
 
 
 
 
 
 
 
 
 
Taxable
736

 
857

 
882

 
3,509

 
2,939

Tax-exempt
577

 
588

 
476

 
2,305

 
1,657

Federal funds sold and other
269

 
404

 
258

 
1,303

 
966

Total interest income
17,366

 
17,983

 
17,041

 
70,448

 
63,824

Interest Expense
 

 
 
 
 
 
 
 
 
Deposits
3,725

 
4,478

 
3,588

 
16,941

 
11,055

Borrowed funds
418

 
261

 
384

 
1,378

 
1,330

Subordinated notes
315

 
256

 
256

 
1,074

 
1,015

Total interest expense
4,458

 
4,995

 
4,228

 
19,393

 
13,400

Net interest income
12,908

 
12,988

 
12,813

 
51,055

 
50,424

Provision expense (benefit) for loan losses
548

 
(16
)
 
(51
)
 
1,383

 
412

Net interest income after provision for loan losses
12,360

 
13,004

 
12,864

 
49,672

 
50,012

Noninterest income
 

 
 
 
 
 
 
 
 
Service charges on deposits
633

 
627

 
641

 
2,547

 
2,556

Net gain (loss) on sales of securities
1,023

 
151

 
(71
)
 
1,174

 
(71
)
Mortgage banking activities
2,092

 
2,352

 
936

 
7,880

 
2,330

Net gain (loss) on sale of commercial loans
(8
)
 
(37
)
 

 
(45
)
 
11

Other charges and fees
850

 
765

 
801

 
2,655

 
2,229

Total noninterest income
4,590

 
3,858

 
2,307

 
14,211

 
7,055

Noninterest expense
 

 
 
 
 
 
 
 
 
Salary and employee benefits
7,133

 
7,536

 
6,768

 
28,775

 
25,781

Occupancy and equipment expense
1,364

 
1,203

 
1,132

 
4,939

 
4,425

Professional service fees
596

 
465

 
441

 
1,808

 
1,672

Acquisition and due diligence fees
220

 
319

 

 
539

 

Marketing expense
264

 
379

 
336

 
1,107

 
1,033

Printing and supplies expense
90

 
78

 
98

 
340

 
441

Data processing expense
512

 
661

 
634

 
2,374

 
2,146

Other expense
1,116

 
898

 
975

 
4,487

 
4,180

Total noninterest expense
11,295

 
11,539

 
10,384

 
44,369

 
39,678

Income before income taxes
5,655

 
5,323

 
4,787

 
19,514

 
17,389

Income tax provision
975

 
914

 
836

 
3,403

 
3,003

Net income
$
4,680

 
$
4,409

 
$
3,951

 
$
16,111

 
$
14,386

Earnings per common share:
 

 
 
 
 
 
 
 
 
Basic earnings per common share
$
0.60

 
$
0.57

 
$
0.51

 
$
2.08

 
$
1.95

Diluted earnings per common share
$
0.60

 
$
0.56

 
$
0.50

 
$
2.05

 
$
1.91

Cash dividends declared per common share
$
0.04

 
$
0.04

 
$
0.03

 
$
0.16

 
$
0.12

Weighted average common shares outstanding—basic
7,632

 
7,721

 
7,750

 
7,655

 
7,377

Weighted average common shares outstanding—diluted
7,747

 
7,752

 
7,893

 
7,770

 
7,524


9



Net Interest Income and Net Interest Margin
 
 
 
 
 
 
 
 
 
(Unaudited)
For the three months ended
 
December 31, 2019
 
September 30, 2019
 
December 31, 2018
(Dollars in thousands)
Average Balance
Interest (1)
Average Rate (2)
 
Average Balance
Interest (1)
Average Rate (2)
 
Average Balance
Interest (1)
Average Rate (2)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Gross loans (3)
$
1,204,052

$
15,784

5.20
%
 
$
1,182,764

$
16,134

5.41
%
 
$
1,131,705

$
15,425

5.41
%
Investment securities: (4)
 
 
 
 
 
 
 
 
 
 
 
Taxable
110,919

736

2.63

 
121,473

857

2.80

 
133,817

882

2.61

Tax-exempt
84,141

577

3.27

 
85,332

588

3.28

 
71,025

476

3.13

Interest earning cash balances
40,965

185

1.79

 
51,142

289

2.24

 
27,107

164

2.39

Federal Home Loan Bank Stock
9,110

84

3.66

 
8,325

115

5.48

 
8,325

94

4.48

Total interest-earning assets
$
1,449,187

$
17,366

4.79
%
 
$
1,449,036

$
17,983

4.96
%
 
$
1,371,979

$
17,041

4.95
%
Non-earning assets:
 
 
 
 
 
 
 
 
 
 
 
   Cash and due from banks
23,421

 
 
 
23,103

 
 
 
23,459

 
 
   Premises and equipment
13,758

 
 
 
13,228

 
 
 
13,376

 
 
   Goodwill
9,387

 
 
 
9,387

 
 
 
9,387

 
 
   Other intangible assets, net
354

 
 
 
347

 
 
 
476

 
 
   Bank-owned life insurance
12,110

 
 
 
12,023

 
 
 
11,813

 
 
   Allowance for loan losses
(12,290
)
 
 
 
(12,241
)
 
 
 
(11,880
)
 
 
   Other non-earning assets
28,015

 
 
 
27,145

 
 
 
8,665

 
 
             Total assets
$
1,523,942

 
 
 
$
1,522,028

 
 
 
$
1,427,275

 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
     Interest-bearing demand deposits
$
68,120

$
100

0.58
%
 
$
51,963

$
63

0.48
%
 
$
53,009

$
47

0.35
%
     Money market and savings deposits
337,046

1,129

1.33

 
320,363

1,170

1.45

 
259,160

759

1.16

     Time deposits
440,610

2,496

2.25

 
543,765

3,245

2.37

 
542,047

2,782

2.04

     Borrowings
132,859

418

1.25

 
70,766

261

1.46

 
66,491

384

2.29

     Subordinated notes
19,478

315

6.42

 
14,925

256

6.81

 
14,888

256

6.82

             Total interest-bearing liabilities
$
998,113

$
4,458

1.77
%
 
$
1,001,782

$
4,995

1.98
%
 
$
935,595

$
4,228

1.79
%
Noninterest-bearing liabilities and shareholders' equity:
 
 
 
 
 
 
 
 
 
 
 
   Noninterest bearing demand deposits
335,532

 
 
 
333,690

 
 
 
331,867

 
 
   Other liabilities
19,825

 
 
 
19,804

 
 
 
11,905

 
 
   Shareholders' equity
170,472

 
 
 
166,752

 
 
 
147,908

 
 
             Total liabilities and shareholders' equity
$
1,523,942

 
 
 
$
1,522,028

 
 
 
$
1,427,275

 
 
Net interest income
 
$
12,908

 
 
 
$
12,988

 
 
 
$
12,813

 
Interest spread
 
 
3.02
%
 
 
 
2.98
%
 
 
 
3.16
%
Net interest margin (5)
 
 
3.53

 
 
 
3.56

 
 
 
3.71

Tax equivalent effect
 
 
0.03

 
 
 
0.03

 
 
 
0.02

Net interest margin on a fully tax equivalent basis
 
 
3.56
%
 
 
 
3.59
%
 
 
 
3.73
%

(1) Interest income is shown on actual basis and does not include taxable equivalent adjustments.
(2) Average rates and yields are presented on an annual basis and includes a taxable equivalent adjustment to interest income of $117 thousand, $118 thousand, and $83 thousand on tax-exempt securities for the three months ended December 31, 2019, September 30, 2019, and December 31, 2018, respectively, using a federal income tax rate of 21%.
(3) Includes nonaccrual loans.
(4) For presentation in this table, average balances and the corresponding average rates for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.
(5) Net interest margin represents net interest income divided by average total interest-earning assets.


10



 
For the year ended December 31,
 
2019
 
2018
(Dollars in thousands)
Average Balance
Interest (1)
Average
Rate (2)
 
Average Balance
Interest (1)
Average
Rate (2)
Interest-earning assets:
 
 
 
 
 
 
 
Gross loans (3)
$
1,169,486

$
63,331

5.42
%
 
$
1,072,794

$
58,262

5.43
%
Investment securities: (4)
 
 
 
 
 
 
 
Taxable
129,274

3,509

2.71

 
121,505

2,939

2.42

Tax-exempt
84,392

2,305

3.27

 
63,205

1,657

3.13

Interest earning cash balances
38,268

855

2.23

 
27,182

546

2.01

Federal Home Loan Bank Stock
8,523

448

5.26

 
8,308

420

5.06

Total interest-earning assets
$
1,429,943

$
70,448

4.96
%
 
$
1,292,994

$
63,824

4.96
%
Non-earning assets:
 
 
 
 
 
 
 
   Cash and due from banks
23,910

 
 
 
20,556

 
 
   Premises and equipment
13,379

 
 
 
13,207

 
 
   Goodwill
9,387

 
 
 
9,387

 
 
   Other intangible assets, net
375

 
 
 
560

 
 
   Bank-owned life insurance
11,994

 
 
 
11,692

 
 
   Allowance for loan losses
(12,035
)
 
 
 
(11,691
)
 
 
   Other non-earning assets
21,005

 
 
 
9,014

 
 
             Total assets
$
1,497,958

 
 
 
$
1,345,719

 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
     Interest-bearing demand deposits
$
57,480

$
281

0.49
%
 
$
60,203

$
198

0.33
%
     Money market and savings deposits
314,918

4,518

1.43

 
264,656

2,609

0.99

     Time deposits
527,605

12,142

2.30

 
477,164

8,248

1.73

     Borrowings
79,864

1,378

1.73

 
66,926

1,330

1.99

     Subordinated notes
16,061

1,074

6.69

 
14,866

1,015

6.83

             Total interest-bearing liabilities
$
995,928

$
19,393

1.95
%
 
$
883,815

$
13,400

1.52
%
Noninterest-bearing liabilities and shareholders' equity:
 
 
 
 
 
 
 
   Noninterest bearing demand deposits
321,487

 
 
 
316,764

 
 
   Other liabilities
17,750

 
 
 
10,436

 
 
   Shareholders' equity
162,793

 
 
 
134,704

 
 
             Total liabilities and shareholders' equity
$
1,497,958

 
 
 
$
1,345,719

 
 
Net interest income
 
$
51,055

 
 
 
$
50,424

 
Interest spread
 
 
3.01
%
 
 
 
3.44
%
Net interest margin (5)
 
 
3.57

 
 
 
3.90

Tax equivalent effect
 
 
0.03

 
 
 
0.02

Net interest margin on a fully tax equivalent basis
 
 
3.60
%
 
 
 
3.92
%

(1) Interest income is shown on actual basis and does not include taxable equivalent adjustments.
(2) Average rates and yields are presented on an annual basis and includes a taxable equivalent adjustment to interest income of $453 thousand and $319 thousand on tax-exempt securities for the years ended December 31, 2019 and December 31, 2018, respectively, using the statutory tax rate of 21%.
(3) Includes nonaccrual loans.
(4) For presentation in this table, average balances and the corresponding average rates for investment securities are based upon historical cost, adjusted for
amortization of premiums and accretion of discounts.
(5) Net interest margin represents net interest income divided by average total interest-earning assets.


11



Loan Composition
 
 
 
 
 
 
 
 
 
 
As of
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
December 31,
(Dollars in thousands)
2019
 
2019
 
2019
 
2019
 
2018
Commercial real estate:
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
 
Non-owner occupied
$
388,515

 
$
369,284

 
$
364,504

 
$
361,066

 
$
367,671

Owner-occupied
216,131

 
196,497

 
193,500

 
187,001

 
194,422

Total commercial real estate
604,646

 
565,781

 
558,004

 
548,067

 
562,093

Commercial and industrial
410,228

 
404,130

 
420,812

 
401,588

 
383,455

Residential real estate
211,839

 
198,277

 
186,737

 
180,386

 
180,018

Consumer
896

 
735

 
948

 
1,056

 
999

Total loans
$
1,227,609

 
$
1,168,923

 
$
1,166,501

 
$
1,131,097

 
$
1,126,565


Impaired Assets
 
 
 
 
 
 
 
 
 
 
As of
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
December 31,
(Dollars in thousands)
2019
 
2019
 
2019
 
2019
 
2018
Nonaccrual loans
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
 
Commercial real estate
$
4,832

 
$
5,043

 
$
2,979

 
$
2,694

 
$
5,927

Commercial and industrial
3,249

 
4,071

 
9,559

 
10,495

 
9,605

Residential real estate
2,569

 
2,339

 
2,006

 
3,456

 
2,915

Consumer
16

 

 

 

 

Total nonaccrual loans
10,666

 
11,453

 
14,544

 
16,645

 
18,447

Other real estate owned
921

 
373

 
373

 
373

 

Total nonperforming assets
11,587

 
11,826

 
14,917

 
17,018

 
18,447

Performing troubled debt restructurings
 
 
 
 
 
 
 
 
 
Commercial real estate

 

 

 

 

Commercial and industrial
547

 
553

 
558

 
562

 
568

Residential real estate
359

 
361

 
363

 
363

 
363

Total performing troubled debt restructurings
906

 
914

 
921

 
925

 
931

Total impaired assets
$
12,493

 
$
12,740

 
$
15,838

 
$
17,943

 
$
19,378

 
 
 
 
 
 
 
 
 
 
Loans 90 days or more past due and still accruing
$
157

 
$
157

 
$
331

 
$
453

 
$
243



12