UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number: 001-38087
GUARANTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Texas
001-38087
75-1656431
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
16475 Dallas Parkway, Suite 600
Addison, Texas
75001
(Address of Principal Executive Offices)
(Zip Code)
(888) 572 - 9881
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of each exchange on which registered
Common Stock, par value $1.00 per share
GNTY
NASDAQ Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒
As of May 1, 2020, there were 11,013,804 outstanding shares of the registrant’s common stock, par value $1.00 per share.
PART I — FINANCIAL INFORMATION
Page
Item 1.
Financial Statements – (Unaudited)
3
Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019
Consolidated Statements of Earnings for the Three Months Ended March 31, 2020 and 2019
4
Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2020 and 2019
5
Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2020 and 2019
6
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019
7
Notes to Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
41
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
68
Item 4.
Controls and Procedures
PART II — OTHER INFORMATION
Legal Proceedings
70
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
71
Defaults Upon Senior Securities
72
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
SIGNATURES
73
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)
(Audited)
March 31,
2020
December 31,
2019
ASSETS
Cash and due from banks
$
40,354
39,907
Federal funds sold
81,250
45,246
Interest-bearing deposits
25,324
5,561
Total cash and cash equivalents
146,928
90,714
Securities available for sale
377,062
212,716
Securities held to maturity
—
155,458
Loans held for sale
4,024
2,368
Loans, net of allowance for credit losses of $21,948 and $16,202, respectively
1,696,861
1,690,794
Accrued interest receivable
8,148
9,151
Premises and equipment, net
54,496
53,431
Other real estate owned
605
603
Cash surrender value of life insurance
34,713
34,495
Core deposit intangible, net
3,639
3,853
Goodwill
32,160
Other assets
32,348
32,701
Total assets
2,390,984
2,318,444
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Noninterest-bearing
528,817
525,865
Interest-bearing
1,471,609
1,430,939
Total deposits
2,000,426
1,956,804
Securities sold under agreements to repurchase
11,843
11,100
Accrued interest and other liabilities
23,645
23,061
Line of credit
20,000
Federal Home Loan Bank advances
70,614
55,118
Subordinated debentures
10,810
Total liabilities
2,137,338
2,056,893
Commitments and contingencies (see Note 11)
Shareholders' equity
Preferred stock, $5.00 par value, 15,000,000 shares authorized, no shares issued
Common stock, $1.00 par value, 50,000,000 shares authorized, 12,908,097 and 12,905,097 shares issued, and 11,128,556 and 11,547,443 shares outstanding, respectively
12,908
12,905
Additional paid-in capital
186,916
186,692
Retained earnings
98,805
98,239
Treasury stock, 1,779,541 and 1,357,654 shares at cost
(45,309
)
(34,492
Accumulated other comprehensive income (loss)
326
(1,793
Total shareholders' equity
253,646
261,551
Total liabilities and shareholders' equity
See accompanying notes to consolidated financial statements.
3.
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
(Dollars in thousands, except per share data)
Three Months Ended
Interest income
Loans, including fees
22,517
22,244
Securities
Taxable
1,294
1,599
Nontaxable
975
959
Federal funds sold and interest-bearing deposits
466
505
Total interest income
25,252
25,307
Interest expense
4,421
5,673
FHLB advances and federal funds purchased
82
447
143
169
Other borrowed money
37
11
Total interest expense
4,683
6,300
Net interest income
20,569
19,007
Provision for credit losses
1,400
575
Net interest income after provision for credit losses
19,169
18,432
Noninterest income
Service charges
908
826
Net realized gain on sale of loans
1,189
477
Other income
2,864
2,259
Total noninterest income
4,961
3,562
Noninterest expense
Employee compensation and benefits
9,466
8,986
Occupancy expenses
2,477
2,451
Other expenses
4,464
4,033
Total noninterest expense
16,407
15,470
Income before income taxes
7,723
6,524
Income tax provision
1,445
1,187
Net earnings
6,278
5,337
Basic earnings per share
0.55
0.45
Diluted earnings per share
4.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(Dollars in thousands)
Other comprehensive income:
Unrealized gains on securities
Unrealized holding gains arising during the period
1,104
5,159
Unrealized gains on held to maturity securities transferred
to available for sale
2,265
Amortization of net unrealized gains on held to maturity securities
46
Tax effect
(710
(1,086
Unrealized gains on securities, net of tax
2,705
4,078
Unrealized holding losses arising during the period on interest rate swaps
(586
(83
Total other comprehensive income
2,119
3,995
Comprehensive income
8,397
9,332
5.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
Preferred
Stock
Common
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Accumulated
Other
Comprehensive
(Loss) Income
Total
Shareholders’
Equity
For the Three Months Ended March 31, 2019
Balance at December 31, 2018
12,835
185,174
80,088
(24,352
(9,162
244,583
Other comprehensive loss
Exercise of stock options
19
462
481
Purchase of treasury stock
(2,215
Restricted stock grants
31
(31
Stock based compensation
137
Dividends:
Common - $0.17 per share
(2,008
Balance at March 31, 2019
12,885
185,742
83,417
(26,567
(5,167
250,310
For the Three Months Ended March 31, 2020
Balance at December 31, 2019
Impact of adoption of ASC 326, net of tax of $955
(3,593
Other comprehensive income
69
(10,817
155
Common - $0.19 per share
(2,119
Balance at March 31, 2020
6.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the Three Months Ended
Cash flows from operating activities
Adjustments to reconcile net earnings to net cash provided from operating activities:
Depreciation
989
1,003
Amortization
335
348
Deferred taxes
(613
(43
Premium amortization, net of discount accretion
912
943
Gain on sale of loans
(1,189
(477
Origination of loans held for sale
(25,017
(13,560
Proceeds from loans held for sale
24,550
14,610
Write-down of other real estate and repossessed assets
102
10
Net gain on sale of premises, equipment, other real estate owned and other assets
(2
(34
Net change in accrued interest receivable and other assets
1,775
(9,826
Net change in accrued interest payable and other liabilities
(45
11,302
Net cash provided by operating activities
9,630
10,325
Cash flows from investing activities
Securities available for sale:
Purchases
(19,551
(5,120
Proceeds from maturities and principal repayments
10,142
5,855
Securities held to maturity:
3,024
1,666
Net originations of loans
(12,194
3,760
Net purchases of premises and equipment
(2,054
(1,154
Net proceeds from sale of premises, equipment, other real estate owned and other assets
177
296
Net cash (used in) provided by investing activities
(20,456
5,303
7.
Cash flows from financing activities
Net change in deposits
43,622
90,821
Net change in securities sold under agreements to repurchase
743
(686
Proceeds from FHLB advances
60,000
56,000
Repayment of FHLB advances
(44,504
(121,005
Proceeds from line of credit
Repayments of debentures
(500
(1,932
Cash dividends
(2,076
(2,013
Net cash provided by financing activities
67,040
21,166
Net change in cash and cash equivalents
56,214
36,794
Cash and cash equivalents at beginning of period
71,510
Cash and cash equivalents at end of period
108,304
Supplemental disclosures of cash flow information
Interest paid
4,915
6,174
Supplemental schedule of noncash investing and financing activities
Purchase of treasury stock accrued
283
Cash dividends accrued
2,008
Transfer loans to other real estate owned and repossessed assets
179
130
8.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations: Guaranty Bancshares, Inc. (“Guaranty”) is a bank holding company headquartered in Mount Pleasant, Texas that provides, through its wholly-owned subsidiary, Guaranty Bank & Trust, N.A. (the “Bank”), a broad array of financial products and services to individuals and corporate customers, primarily in its markets of East Texas, Dallas/Fort Worth, Greater Houston and Central Texas. The terms “the Company,” “we,” “us” and “our” mean Guaranty and its subsidiaries, when appropriate. The Company’s main sources of income are derived from granting loans throughout its markets and investing in securities issued by the U.S. Treasury, U.S. government agencies and state and political subdivisions. The Company’s primary lending products are real estate, commercial and consumer loans. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ abilities to honor contracts is dependent on the economy of the State of Texas and primarily the economies of East Texas, Dallas/Fort Worth, Greater Houston and Central Texas. The Company primarily funds its lending activities with deposit operations. The Company’s primary deposit products are checking accounts, money market accounts and certificates of deposit.
Basis of Presentation: The consolidated financial statements in this Quarterly Report on Form 10-Q (this “Report”) include the accounts of Guaranty, the Bank, and their respective other direct and indirect subsidiaries and any other entities in which Guaranty has a controlling interest. The Bank has six wholly-owned non-bank subsidiaries, Guaranty Company, Inc., G B COM, INC., 2800 South Texas Avenue LLC, Pin Oak Realty Holdings, Inc., Pin Oak Energy Holdings, LLC and White Oak Aviation, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. The accounting and financial reporting policies followed by the Company conform, in all material respects, to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the financial services industry.
The consolidated financial statements in this Report have not been audited by an independent registered public accounting firm, but in the opinion of management, reflect all adjustments necessary for a fair presentation of the Company’s financial position and results of operations. All such adjustments were of a normal and recurring nature. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s consolidated financial statements, and notes thereto, for the year ended December 31, 2019, included in Guaranty’s Annual Report on Form 10-K for the year ended December 31, 2019. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.
All dollar amounts referenced and discussed in the notes to the consolidated financial statements in this Report are presented in thousands, unless noted otherwise.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions may also affect 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.
COVID-19: On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic, which continues to spread through the United States and around the world. The declaration of a global pandemic indicates that almost all public commerce and business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The outbreak of COVID-19 could adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company.
Government leaders and the Federal Reserve have taken several actions designed to mitigate the economic fallout resulting from the coronavirus. The Coronavirus Aid, Relief and Economic Security (“CARES”) Act, signed into law on March 27, 2020, authorized more than $2 trillion to battle COVID-19 and its economic effects, including immediate cash relief for individual citizens, loan programs for small businesses, support for hospitals and other medical providers, and various types of economic relief for impacted businesses and industries. The goal of CARES Act is to prevent severe economic downturn. The CARES Act also provided for temporary interest only or payment deferral modifications for loans
(Continued)
9.
without classifying them as troubled debt restructurings under current accounting rules. Additional government backed hardship relief measures are currently being negotiated.
Due to the COVID-19 pandemic, market interest rates have declined significantly, with the 10-year Treasury bond falling below 1.00% on March 3, 2020 for the first time. On March 3, 2020, the Federal Open Market Committee reduced the target federal funds rate by 50 basis points to 1.00% to 1.25%, and this rate was further reduced to a rate target range of 0.00% to 0.25% on March 16, 2020. These reductions in interest rates and other effects of the COVID-19 outbreak may adversely affect the Company’s financial condition and results of operations, as well as business and consumer confidence. As a result of the spread of COVID-19, economic uncertainties have arisen which are likely to negatively impact net interest income and noninterest income. Other financial impacts could occur though such potential impact is unknown at this time.
Recent Accounting Pronouncements:
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies the accounting for goodwill impairment for all entities by requiring impairment changes to be based on the first step in today’s two-step impairment test, thus eliminating step two from the goodwill impairment test. In addition, the amendment eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform step two of the goodwill impairment test. For public companies, ASU 2017-04 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We adopted this pronouncement on January 1, 2020 and it did not have a significant impact on our consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loans receivable and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842: Leases. In addition, ASC 326 made changes to the accounting for available for sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available for sale securities that management does not intend to sell or believes that it is more likely than not they will be required to sell.
The Company adopted the Current Expected Credit Losses (CECL) standard (Accounting Standards Update 2016-13 or ASC 326) on January 1, 2020. The day one impact of adopting CECL resulted in an allowance increase of $4,548, or 28.1%, from December 31, 2019. The day one increase was primarily due to recognizing expected lifetime losses in the portfolio and adding an economic forecast based upon our assumptions on January 1, 2020. Subsequent to the day one effect, there was a $1,400 provision for loan losses in the first quarter of 2020, compared to no provision recorded in the fourth quarter of 2019 and $575 in the first quarter of 2019. The $1,400 provision this quarter consists of approximately $900 that we recorded as a result of COVID-19 specifically and the remaining $500 was calculated using our standard CECL methodology.
The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet (OBS) credit exposures. Results for reporting periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a decrease to retained earnings of $4,548, net of tax effects of $955, as of January 1, 2020 for the cumulative effect of adopting ASC 326.
Allowance for Credit Losses:
Available for Sale Debt Securities
For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether or not it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the securities amortized cost basis is written down to fair
10.
value through income. For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of the cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected are less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.
Changes in the allowance for credit losses are recorded as provisions for or reversal of credit loss expense. Losses are charged against the allowance when management believes an available-for-sale security is uncollectible or when either of the criteria regarding intent to sell or required to sell is met. Accrued interest receivable on available for sale debt securities is excluded from the estimate of credit losses.
Loans
The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected over the lifetime of the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Subsequent recoveries, if any, are credited to the allowance.
Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. We use the weighted-average remaining maturity method (WARM) method as the basis for the estimation of expected credit losses. The WARM method uses a historical average annual charge-off rate. This average annual charge-off rate contains loss content over a historical lookback period and is used as a foundation for estimating the credit loss reserve for the remaining outstanding balances of loans in a segment at the balance sheet date. The average annual charge-off rate is applied to the contractual term, further adjusted for estimated prepayments, to determine the unadjusted historical charge-off rate. The calculation of the unadjusted historical charge-off rate is then adjusted for current conditions and for reasonable and supportable forecast periods. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. These qualitative factors serve to compensate for additional areas of uncertainty inherent in the portfolio that are not reflected in our historic loss factors.
The allowance for credit losses is measured on a collective (pool or segment) basis when similar risk characteristics exist. Our loan portfolio segments include both regulatory call report codes and by internally identified risk ratings for our commercial loan segments and by delinquency status for our consumer loan segments. We also have separate segments for our mortgage warehouse loans, for our internally originated SBA loans and for our SBA loans acquired from Westbound Bank in 2018. Accrued interest receivable on loans is excluded from the estimate of credit losses.
Below is a summary of the segments and certain of the inherent risks in the Company’s loan portfolio:
Commercial and industrial:
This portfolio segment includes general secured and unsecured commercial loans which are not secured by real estate or may be secured by real estate but made for the primary purpose of a short term revolving line of credit. Credit risk inherent in this portfolio segment include fluctuations in the local and national economy.
Construction and development:
This portfolio segment includes all loans for the purpose of construction, including both business and residential structures; and real estate development loans, including non-agricultural vacant land. Credit risk inherent in this portfolio include fluctuations in property values, unemployment, and changes in the local and national economy.
11.
Commercial real estate:
The commercial real estate portfolio segment includes all commercial loans that are secured by real estate, other than those included in the construction and development, farmland, multi-family, and 1-4 family residential segments. Risks inherent in this portfolio segment include fluctuations in property values and changes in the local and national economy impacting the sale of the finished structures.
Farmland:
The farmland portfolio includes loans that are secured by real estate that is used or usable for agricultural purposes, including land used for crops, livestock production, grazing & pastureland and timberland. This segment includes land with a 1-4 family residential structure if the value of the land exceeds the value of the residence. Risks inherent in this portfolio segment include adverse changes in climate, fluctuations in feed and cattle prices and changes in property values.
Consumer:
This portfolio segment consists of non-real estate loans to consumers. This includes secured and unsecured loans such as auto and personal loans. The risks inherent in this portfolio segment include those factors that would impact the consumer’s ability to meet their obligations under the loan. These include increases in the local unemployment rate and fluctuations in consumer and business sales.
1-4 family residential:
This portfolio segment includes loans to both commercial and consumer borrowers secured by real estate for housing units of up to four families. Risks inherent in this portfolio segment include increases in the local unemployment rate, changes in the local economy and factors that would impact the value of the underlying collateral, such as changes in property values.
Multi-family residential:
This portfolio segment includes loans secured by structures containing five or more residential housing units. Risks inherent in this portfolio segment include increases to the local unemployment rate, changes in the local economy, and factors that would impact property values.
Agricultural:
The agricultural portfolio segment includes loans to individuals and companies in the dairy and cattle industries and farmers. Loans in the segment are secured by collateral including cattle, crops and equipment. Risks inherent in this portfolio segment include adverse changes in climate and fluctuations in feed and cattle prices.
Mortgage Warehouse:
The mortgage warehouse portfolio includes loans in which we purchase mortgage loan ownership interests from unaffiliated mortgage originators that are generally held by us for a period of less than 30-days, typically 5-10 days before they are sold to an approved investor. These loans are consistently underwritten based on standards established by the approved investor. Risks inherent in this portfolio include borrower or mortgage originator fraud.
SBA – Acquired Loans
The SBA – acquired loans segment consists of partially SBA guaranteed loans that were acquired from Westbound Bank in June 2018. These loans are commercial real estate and commercial and industrial in nature and were underwritten with guidelines that are less conservative than our Company. Risks inherent in this portfolio include increases in interest rates, as most are variable rate loans, generally lower levels of borrower equity, less conservative underwriting guidelines, fluctuations in real estate values and changes in the local and national economy.
12.
SBA – Originated Loans
The SBA – originated loans segment consists of loans that are partially guaranteed by the SBA and were originated and underwritten by Guaranty Bank & Trust loan
officers. Risks inherent in this portfolio include increases in interest rates due to variable rate structures, generally lower levels of borrower equity or net worth, fluctuations in real estate values and changes in the local and national economy.
SBA – Paycheck Protection Program Loans
Loans originated under the PPP are 100% government guaranteed by the SBA. As a result, the loans are excluded from the segments above and a minimal reserve estimate was applied to this segment of loans for purposes of calculating the credit loss provision.
In general, the loans in our portfolio have low historical credit losses. The credit quality of loans in our portfolio is impacted by delinquency status and debt service coverage generated by our borrowers’ businesses and fluctuations in the value of real estate collateral. Management considers delinquency status to be the most meaningful indicator of the credit quality of one-to-four single family residential, home equity loans and lines of credit and other consumer loans. In general, these types of loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process we refer to as “seasoning.” As a result, a portfolio of older loans will usually behave more predictably than a portfolio of newer loans. We consider the majority of our consumer type loans to be “seasoned” and that the credit quality and current level of delinquencies and defaults represents the level of reserve needed in the allowance for credit losses. If delinquencies and defaults were to increase, we may be required to increase our provision for credit losses, which would adversely affect our results of operations and financial condition. Delinquency statistics are updated at least monthly.
Internal risk ratings are considered the most meaningful indicator of credit quality for new commercial and industrial, construction, and commercial real estate loans. Internal risk ratings are a key factor that impact management’s estimates of loss factors used in determining the amount of the allowance for credit losses. Internal risk ratings are updated on a continuous basis.
Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.
Credit Quality Indicators - The Company monitors the credit quality of the loans in the various segments by identifying and evaluating credit quality indicators specific to each segment class. This information is incorporated into management’s analysis of the adequacy of the allowance for credit losses. Information for the credit quality indicators is updated monthly or quarterly for classified assets and at least annually for the remainder of the portfolio.
The following is a discussion of the primary credit quality indicators most closely monitored for the loan portfolio, by class:
In assessing risk associated with commercial loans, management considers the business’s cash flow and the value of the underlying collateral to be the primary credit quality indicators.
In assessing the credit quality of construction loans, management considers the ability of the borrower to make principal and interest payments in the event that he is unable to sell the completed structure to be a primary credit quality indicator. For real estate development loans, management also considers the likelihood of the successful sale of the constructed properties in the development.
Management considers the strength of the borrower’s cash flows, changes in property values and occupancy status to be key credit quality indicators of commercial real estate loans.
In assessing risk associated with farmland loans, management considers the borrower’s cash flows and underlying property values to be key credit quality indicators.
13.
Management considers delinquency status to be the primary credit quality indictor of consumer loans. Others include the debt to income ratio of the borrower, the borrower’s credit history, the availability of other credit to the borrower, the borrower’s past-due history, and, if applicable, the value of the underlying collateral to be primary credit quality indicators.
Management considers delinquency status to be the primary credit quality indictor of 1-4 family residential loans. Others include changes in the local economy, changes in property values, and changes in local unemployment rates to be key credit quality indicators of the loans in the 1-4 family residential loan segment.
Management considers changes in the local economy, changes in property values, vacancy rates and changes in local unemployment rates to be key credit quality indicators of the loans in the multifamily loan segment.
In assessing risk associated with agricultural loans, management considers the borrower’s cash flows, the value of the underlying collateral and sources of secondary repayment to be primary credit quality indicators.
From time to time, we modify our loan agreement with a borrower. A modified loan is considered a troubled debt restructuring when two conditions are met: (i) the borrower is experiencing financial difficulty and (ii) concessions are made by us that would not otherwise be considered for a borrower with similar credit risk characteristics. Modifications to loan terms may include a lower interest rate, a reduction of principal, or a longer term to maturity. We review each troubled debt restructured loan and determine on a case by case basis if the loan can be grouped with its like segment for allowance consideration or whether it should be individually evaluated for a specific allowance for credit loss allocation. If individually evaluated, an allowance for credit loss allocation is based on either the present value of estimated future cash flows or the estimated fair value of the underlying collateral.
Reserve for Unfunded Commitments
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancelable by the Company. The allowance for credit losses on off balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.
14.
NOTE 2 - MARKETABLE SECURITIES
During the three months ended March 31, 2020, the Company transferred all of its investment securities classified as held to maturity to available for sale in order to provide maximum flexibility to address liquidity and capital needs that may result from COVID-19. The Company believes that these transfers are allowable under existing GAAP due to the isolated, non-recurring and unusual events resulting from the pandemic.
The following tables summarize the amortized cost and fair value of securities available for sale as of March 31, 2020, and the amortized cost and fair value of securities held to maturity and available for sale, respectively, as of December 31, 2019 and the corresponding amounts of gross unrealized gains and losses:
March 31, 2020
Amortized
Cost
Gross
Unrealized
Gains
Losses
Estimated
Fair
Value
Available for sale:
Corporate bonds
19,648
144
103
19,689
Municipal securities
170,561
3,276
288
173,549
Mortgage-backed securities
93,979
2,508
67
96,420
Collateralized mortgage obligations
87,001
487
84
87,404
Total available for sale
371,189
6,415
542
December 31, 2019
19,667
592
20,259
16,780
576
8
17,348
83,967
550
84,182
89,798
1,146
17
90,927
210,212
360
Held to maturity:
138,416
4,710
143,123
14,365
198
13
14,550
2,677
110
2,787
Total held to maturity
5,018
16
160,460
There is no allowance for credit losses recorded for our available for sale debt securities as of March 31, 2020.
For the year ended December 31, 2019, management evaluated securities for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market concerns warranted such evaluation. Consideration was given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. The Company did not record any OTTI losses on any of its securities for the year ended December 31, 2019.
15.
Information pertaining to securities with gross unrealized losses as of March 31, 2020, for which no allowance for credit losses has been recorded, and December 31, 2019, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position is detailed in the following tables:
Less Than 12 Months
12 Months or Longer
(103
11,430
(288
28,772
(13
4,233
(54
5,840
(67
10,073
(66
26,914
(18
2,261
(84
29,175
(470
71,349
(72
8,101
(542
79,450
(8
1,138
(25
19,421
(310
42,116
(335
61,537
(17
2,594
(33
20,559
(327
44,710
(360
65,269
(1
1,313
759
(3
2,072
7,032
(15
7,791
(16
9,104
The number of investment positions in an unrealized loss position with no recorded allowance for credit losses totaled 66 at March 31, 2020. The securities in a loss position were composed of tax-exempt municipal bonds, corporate bonds, collateralized mortgage obligations and mortgage backed securities. Management evaluates available for sale debt securities in an unrealized loss position to determine whether the impairment is due to credit-related factors or noncredit-related factors. With respect to U.S. Government agency securities, the Company has determined that a decline in fair value is not due to credit-related factors. The Company monitors the credit quality of other debt securities through the use of credit ratings and other factors specific to an individual security in assessing whether or not the decline in fair value of municipal or corporate securities, relative to their amortized cost, is due to credit-related factors. Triggers to prompt further investigation of securities when the fair value is less than the amortized cost are when a security has been downgraded and falls below an A credit rating, and the security’s unrealized loss exceeds 20% of its book value. Consideration is given to (1) the extent to which fair value is less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value. Based on evaluation of available evidence, management believes the unrealized loss on the securities as of March 31, 2020 is not credit-related. Management does not have the intent to sell any of these securities and believes that it is more likely than not the Company will not have to sell any such securities before recovery of cost. The fair values are expected to recover as the securities approach their maturity date or repricing date or if market yields for the investments decline.
Mortgage-backed securities and collateralized mortgage obligations are backed by pools of mortgages that are insured or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association or the Government National Mortgage Association.
16.
As of March 31, 2020, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of shareholders’ equity.
Securities with fair values of approximately $300,214 and $278,318 at March 31, 2020 and December 31, 2019, respectively, were pledged to secure public fund deposits and for other purposes as required or permitted by law.
There were no securities sold during the three months ended March 31, 2020 or 2019.
The contractual maturities at March 31, 2020 of available for sale securities at carrying value and estimated fair value are shown below. The Company invests in mortgage-backed securities and collateralized mortgage obligations that have expected maturities that differ from their contractual maturities. These differences arise because borrowers and/or issuers may have the right to call or prepay their obligation with or without call or prepayment penalties.
Available for Sale
Due within one year
5,095
5,115
Due after one year through five years
51,142
51,724
Due after five years through ten years
51,401
52,805
Due after ten years
82,571
83,594
Total securities
NOTE 3 - LOANS AND ALLOWANCE FOR CREDIT LOSSES
The following table summarizes the Company’s loan portfolio by type of loan as of:
Commercial and industrial
297,163
279,583
Real estate:
Construction and development
263,973
280,498
Commercial real estate
584,883
567,360
Farmland
78,635
57,476
1-4 family residential
400,605
412,166
Multi-family residential
20,430
37,379
Consumer
52,996
53,245
Agricultural
19,314
18,359
Overdrafts
354
329
Total loans(1)
1,718,353
1,706,395
Net of:
Deferred loan costs, net
456
601
Allowance for credit losses
(21,948
(16,202
Total net loans(1)
(1) Excludes accrued interest receivable on loans of $6.8 million as of March 31, 2020 and December 31, 2019, which is presented on the consolidated balance sheets.
17.
The Company’s estimate of the allowance for credit losses (“ACL”) reflects losses expected over the remaining contractual life of the assets. The contractual term does not consider extensions, renewals or modifications unless the Company has identified an expected troubled debt restructuring. The following tables present the activity in the ACL by class of loans for the three months ended March 31, 2020, and the activity in the allowance for loan loss by portfolio segment for the year ended December 31, 2019 and for the three months ended March 31, 2019:
Commercial
and
industrial
Construction
development
real
estate
1-4 family
residential
Multi-family
Unallocated
COVID-19 reserve
Allowance for credit losses:
Beginning balance, prior to adoption of ASC 326
2,056
2,378
6,853
570
3,125
409
602
197
12
16,202
Impact of adopting ASC 326
546
323
2,228
26
1,339
(50
(9
4,548
365
(229
193
(250
(170
85
35
Provision for credit losses - COVID-19
106
233
571
913
Loans charged-off
(59
(73
(49
(224
Recoveries
1
14
22
Ending balance
2,924
2,578
9,761
792
4,156
189
693
281
21,948
For the Year Ended
Allowance for loan losses:
Beginning balance
1,751
1,920
6,025
643
2,868
631
565
238
14,651
Provision for loan losses
(117
458
827
268
(222
(41
152
1,250
(86
(14
(89
(192
(453
508
111
89
42
754
March 31, 2019
213
81
269
(56
(35
34
(6
(78
23
1,963
2,001
6,294
659
2,870
617
203
15,190
18.
The ACL as of March 31, 2020 was estimated using the current expected credit loss model. The primary reasons for the increase in required ACL were to capture the expected lifetime losses of the portfolio, which were previously measured under an incurred loss model, expectations for an economic recession during 2020, including uncertainties due to COVID-19, forecasted increases in unemployment rates, and changes in other qualitative factors used in our CECL methodology.
The Company uses the weighted-average remaining maturity (WARM) method as the basis for the estimation of expected credit losses. The WARM method uses a historical average annual charge-off rate containing loss content over a historical lookback period and is used as a foundation for estimating the credit loss reserve for the remaining outstanding balances of loans in a segment at the balance sheet date. The average annual charge-off rate is applied to the contractual term, further adjusted for estimated prepayments, to determine the unadjusted historical charge-off rate. The calculation of the unadjusted historical charge-off rate is then adjusted, using qualitative factors, for current conditions and for reasonable and supportable forecast periods. Qualitative loss factors are based on the Company’s judgement of company, market, industry or business specific data, differences in loan-specific risk characteristics such as underwriting standards, portfolio mix, risk grades, delinquency level, or term. These qualitative factors serve to compensate for additional areas of uncertainty inherent in the portfolio that are not reflected in our historic loss factors. Additionally, we have adjusted for changes in expected environmental and economic conditions, such as changes in unemployment rates, property values, and other relevant factors over the next 12 to 24 months. Management adjusted the historical loss experience for these expectations. No reversion adjustments were necessary, as the starting point for the Company’s estimate was a cumulative loss rate covering the expected contractual term of the portfolio.
The ACL is measured on a collective segment basis when similar risk characteristics exist. Our loan portfolio is segmented first by regulatory call report code, and second, by internally identified risk grades for our commercial loan segments and by delinquency status for our consumer loan segments. We also have separate segments for our warehouse lines of credit, for our internally originated SBA loans and for our SBA loans acquired from Westbound Bank. Consistent forecasts of the loss drivers are used across the loan segments. For loans that do not share general risk characteristics with segments, we estimate a specific reserve on an individual basis. A reserve is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan's initial effective interest rate or the fair value of collateral for collateral-dependent loans.
Assets are graded “pass” when the relationship exhibits acceptable credit risk and indicates repayment ability, tolerable collateral coverage and reasonable performance history. Lending relationships exhibiting potentially significant credit risk and marginal repayment ability and/or asset protection are graded “special mention.” Assets classified as “substandard” are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness that jeopardizes the liquidation of the debt. Substandard graded loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Assets graded “doubtful” are substandard graded loans that have added characteristics that make collection or liquidation in full improbable.
In general, the loans in our portfolio have low historical credit losses. The Company closely monitors economic conditions and loan performance trends to manage and evaluate the exposure to credit risk. Key factors tracked by the Company and utilized in evaluating the credit quality of the loan portfolio include trends in delinquency ratios, the level of nonperforming assets, borrower’s repayment capacity, and collateral coverage.
The projected economic impact of COVID-19 as of March 31, 2020 created the need for $913 of additional ACL, as shown in the preceding table and labeled “Provision for credit losses – COVID-19.”
19.
The following table summarizes the credit exposure in the Company’s loan portfolio, by year of origination, as of March 31, 2020:
2018
2017
2016
Prior
Revolving Loans Amortized Cost
Risk rating
Pass
89,353
44,914
22,360
9,359
9,586
19,274
101,608
296,454
Special mention
Substandard
218
21
58
297
Nonaccrual
28
43
191
150
412
Total commercial and industrial loans
22,606
9,380
9,687
19,465
101,758
Charge-offs
Current period net
29,946
119,807
55,942
28,704
10,867
11,023
5,886
262,175
600
606
1,192
Total construction and development loans
121,599
55,948
17,610
106,440
101,206
86,620
101,885
137,737
11,921
563,419
1,183
9,358
11,158
158
3,947
5,087
1,044
10,236
Total commercial real estate loans
102,547
91,184
106,972
148,209
5,423
14,614
14,202
8,507
11,353
18,649
5,573
78,321
97
176
Total farmland loans
18,963
20.
12,890
81,727
65,493
46,797
53,530
125,807
10,237
396,481
55
113
383
446
1,031
2,026
3,886
Total 1-4 family residential loans
65,931
47,356
54,561
127,903
(58
1,304
4,837
3,746
1,515
1,801
6,665
562
Total multi-family residential loans
Consumer and overdrafts:
8,344
20,857
14,693
3,694
1,442
843
3,171
53,044
39
77
50
229
Total consumer loans and overdrafts
20,946
14,878
3,720
846
53,350
(38
(122
2
(101
1,532
2,919
3,357
432
391
9,276
19,053
90
32
101
Total agricultural loans
3,426
1,216
549
396
Total loans
166,402
397,996
283,284
191,582
197,235
333,470
148,384
(61
Total current period net charge-offs
(202
21.
The following table summarizes the credit exposure in the Company’s loan portfolio by class as of December 31, 2019:
Consumer and Overdrafts
Grade:
279,217
278,679
548,662
57,152
409,896
53,327
18,101
1,682,413
153
1,071
91
1,425
192
126
3,658
1,219
17,627
845
132
20,324
53,574
There were no loans classified in the “doubtful” or “loss” risk rating categories as of the periods ended March 31, 2020 and December 31, 2019.
The following table presents the amortized cost basis of individually evaluated collateral-dependent loans by class of loans, and their impact on ACL, as of March 31, 2020:
Real Estate
Non-RE
Allowance for Credit Losses Allocation
134
9,692
1,415
174
10,426
10,791
1,500
22.
The following tables summarize the payment status of loans in the Company’s total loan portfolio, including an aging of delinquent loans and loans 90 days or more past due continuing to accrue interest as of:
30 to 59 Days
Past Due
60 to 89 Days
90 Days
and Greater
Current
Recorded
Investment >
90 Days and
Accruing
49
356
478
296,685
Construction and
1,369
262,604
Commercial real
8,285
340
9,139
17,764
567,119
263
78,085
2,823
712
471
4,006
396,599
566
741
52,255
29
19,268
13,389
1,449
10,116
24,954
1,693,399
321
53
15
389
279,194
161
280,337
1,181
882
2,112
565,248
57,373
2,514
1,433
4,792
407,374
373
96
621
52,624
51
118
18,241
4,704
1,754
1,838
8,296
1,698,099
Troubled Debt Restructurings
A troubled debt restructuring (“TDR”) is a restructuring in which a bank, for economic or legal reasons related to a borrower's financial difficulties, grants a concession to the borrower that it would not otherwise consider.
The outstanding balances of TDRs are shown below:
Nonaccrual TDRs
Performing TDRs
7,220
7,240
7,317
7,341
Specific reserves on TDRs
164
23.
There were no loans modified as TDRs that occurred during the three months ended March 31, 2020 and 2019.
The following table presents loans by class, modified as TDRs that occurred during the year ended December 31, 2019:
Year Ended December 31, 2019
Number
of
Contracts
Pre-Modification
Outstanding
Investment
Post-Modification
Troubled Debt Restructurings:
1,680
There were two TDRs that subsequently defaulted during 2019 and remained on nonaccrual status as of December 31, 2019. The TDRs described above did not increase the allowance for loan losses and resulted in no charge-offs during the year ended December 31, 2019.
The following table presents loans individually and collectively evaluated for impairment, and the respective allowance for loan losses as of December 31, 2019, as determined in accordance with ASC 310 prior to the adoption of ASC 326. A loan was considered impaired when, based on current information and events, it was probable that the Company would be unable to collect all amounts due from the borrower in accordance with original contractual terms of the loan. Loans with insignificant delays or insignificant short falls in the amount payments expected to be collected were not considered to be impaired. Loans defined as individually impaired included larger balance non-performing loans and TDRs.
Unpaid
Principal
Balance
Related
Allowance
Average
With no related allowance recorded:
289
312
1,212
1,259
4,612
4,244
2,498
1,798
62
190
Subtotal
8,673
7,803
With allowance recorded:
61
-
12,871
1,587
9,111
133
135
78
13,004
1,649
9,385
21,677
17,188
24.
NOTE 4 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER DEBT
At March 31, 2020 and December 31, 2019, securities sold under agreements to repurchase totaled $11,843 and $11,100, respectively.
The Company has an unsecured $25,000 revolving line of credit, which had a $20,000 outstanding balance at March 31, 2020, bears interest at the prime rate of 3.25%, with interest payable quarterly, and matures in March 2021.
Federal Home Loan Bank (FHLB) advances, as of March 31, 2020, were as follows:
Fixed rate advances, with monthly interest payments, principal due in:
Year
Weighted
Average Rate
Principal Due
0.62
%
61,500
2021
1.87
2022
1.99
2023
2024
1.76
6,000
70,500
Fixed rate advances, with monthly principal and interest payments, principal due in:
1.38
114
NOTE 5 - SUBORDINATED DEBENTURES
Subordinated debentures are made up of the following as of:
Trust II Debentures
3,093
Trust III Debentures
2,062
DCB Trust I Debentures
5,155
Other debentures
500
The Company has three trusts, Guaranty (TX) Capital Trust II (“Trust II”), Guaranty (TX) Capital Trust III (“Trust III”), and DCB Financial Trust I (“DCB Trust I”) (“Trust II”, “Trust III” and together with “DCB Trust I,” the “Trusts”). Upon formation, the Trusts issued pass-through securities (“TruPS”) with a liquidation value of $1,000 per share to third parties in private placements. Concurrently with the issuance of the TruPS, the Trusts issued common securities to the Company. The Trusts invested the proceeds of the sales of securities to the Company (“Debentures”). The Debentures mature approximately 30 years after the formation date, which may be shortened if certain conditions are met (including the Company having received prior approval of the Federal Reserve and any other required regulatory approvals).
25.
Trust II
Trust III
DCB Trust I
Formation date
October 30, 2002
July 25, 2006
March 29, 2007
Capital trust pass-through securities
Number of shares
3,000
2,000
5,000
Original liquidation value
Common securities liquidation value
93
The securities held by the Trusts qualify as Tier 1 capital for the Company under Federal Reserve Board guidelines. The Federal Reserve’s guidelines restrict core capital elements (including trust preferred securities and qualifying perpetual preferred stock) to 25% of all core capital elements, net of goodwill less any associated deferred tax liability. Because the Company’s aggregate amount of trust preferred securities is less than the limit of 25% of Tier 1 capital, net of goodwill, the full amount is includable in Tier 1 capital at March 31, 2020 and December 31, 2019. Additionally, the terms provide that trust preferred securities would no longer qualify for Tier 1 capital within five years of their maturity, but would be included as Tier 2 capital. However, the trust preferred securities would be amortized out of Tier 2 capital by one-fifth each year and excluded from Tier 2 capital completely during the year prior to maturity of the junior subordinated debentures.
With certain exceptions, the amount of the principal and any accrued and unpaid interest on the Debentures are subordinated in right of payment to the prior payment in full of all senior indebtedness of the Company. Interest on the Debentures is payable quarterly. The interest is deferrable on a cumulative basis for up to five consecutive years following a suspension of dividend payments on all other capital stock. No principal payments are due until maturity for each of the Debentures.
Debentures
Original amount
Maturity date
October 30, 2032
October 1, 2036
June 15, 2037
Interest due
Quarterly
In accordance with ASC 810, "Consolidation," the junior subordinated debentures issued by the Company to the subsidiary trusts are shown as liabilities in the consolidated balance sheets and interest expense associated with the junior subordinated debentures is shown in the consolidated statements of earnings.
Interest is payable at a variable rate per annum, reset quarterly, equal to 3 month LIBOR plus 3.35%, thereafter.
On any interest payment date on or after October 30, 2012 and prior to maturity date, the debentures are redeemable for cash at the option of the Company, on at least 30, but not more than 60 days’ notice, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption.
Interest is payable at a variable rate per annum, reset quarterly, equal to 3 month LIBOR plus 1.67%.
On any interest payment date on or after October 1, 2016 and prior to maturity date, the debentures are redeemable for cash at the option of the Company, on at least 30, but not more than 60 days’ notice, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption.
Interest is payable at a variable rate per annum, reset quarterly, equal to 3 month LIBOR plus 1.80%.
On any interest payment date on or after June 15, 2012 and prior to maturity date, the debentures are redeemable for cash at the option of the Company, on at least 30, but not more than 60 days’ notice, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption.
Other Debentures
In December 2015, the Company issued $5,000 in debentures, of which $2,500 were issued to directors and other related parties. In May 2017, $2,000 of the related party debentures were repaid with a portion of the proceeds of Guaranty’s initial public offering. A further $1,000 of other debentures matured and were paid off in full in July of 2018 and another $1,000 and $500 of debentures matured and were paid off in full in July and December of 2019, respectively. The
26.
remaining $500 debenture was issued at par value of $500 with a rate of 5.00% and maturity date of July 1, 2020. At the Company’s option, and with 30 days advanced notice to the holder, the entire principal amount and all accrued interest may be paid to the holder on or before the due date of any debenture. The redemption price is equal to 100% of the face amount of the debenture redeemed, plus all accrued interest.
NOTE 6 – EQUITY AWARDS
The Company’s 2015 Equity Incentive Plan (the “Plan”) was adopted by the Company and approved by its shareholders in April 2015. The maximum number of shares of common stock that may be issued pursuant to stock-based awards under the Plan equals 1,000,000 shares, all of which may be subject to incentive stock option treatment. Option awards are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant; those option awards have vesting periods ranging from 5 to 10 years and have 10-year contractual terms. Restricted stock awards vest under the period of restriction specified within their respective award agreements as determined by the Company. Forfeitures are recognized as they occur, subject to a 90-day grace period for vested options.
The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock and similar peer group averages. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes in to account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on U.S. Treasury yield curve in effect at the time of the grant.
A summary of stock option activity in the Plan during the three months ended March 31, 2020 and 2019 follows:
Three Months Ended March 31, 2020
Number of
Shares
Weighted-
Exercise Price
Remaining
Contractual
Life in
Years
Aggregate
Intrinsic
Outstanding at beginning of year
508,000
26.68
6.24
3,159
Granted
23,000
29.00
9.84
Exercised
(3,000
24.00
2.54
Forfeited
(24,400
31.72
8.46
Balance, March 31, 2020
503,600
26.55
6.07
Exercisable at end of period
260,880
25.26
5.01
Three Months Ended March 31, 2019
Exercise
Price
537,872
26.49
6.96
2,088
19,000
29.80
9.90
(19,172
25.08
6.14
79
(16,400
28.90
8.49
27
Balance, March 31, 2019
521,300
26.59
6.79
1,745
194,140
24.52
5.41
938
27.
A summary of nonvested stock option activity in the Plan during the three months ended March 31, 2020 and 2019 follows:
251,120
28.18
7.31
1,188
Vested
(8,200
27.45
7.19
(23,200
33.36
8.90
242,720
27.94
331,560
27.74
7.77
(7,000
27.13
7.81
327,160
27.81
7.61
807
Information related to stock options in the Plan is as follows for the three months ended:
Intrinsic value of options exercised
Cash received from options exercised
Weighted average fair value of options granted
5.62
5.21
Restricted Stock Awards and Units
A summary of restricted stock activity in the Plan during the three months ended March 31, 2020 and 2019 follows:
Weighted-Average
Grant
Date Fair Value
31,459
30.29
(6,100
30.25
25,359
28.
1,439
31.57
30,500
31,939
30.31
Restricted stock granted to employees typically vests over five years, but vesting periods may vary. Compensation expense for these grants will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date.
As of March 31, 2020, there was $1,897 of total unrecognized compensation expense related to unvested stock options granted under the Plan. The expense is expected to be recognized over a weighted-average period of 3.32 years.
The Company granted options under the Plan during the first three months of 2020 and 2019. Expense of $155 and $137 was recorded during the three months ended March 31, 2020 and 2019, respectively, which represents the fair value of shares vested during those years.
NOTE 7 - EMPLOYEE BENEFITS
KSOP
The Company maintains an Employee Stock Ownership Plan containing Section 401(k) provisions covering substantially all employees (“KSOP”). The plan provides for a matching contribution of up to 5% of a participant’s qualified compensation starting January 1, 2016. Guaranty’s total contributions accrued or paid during the three months ended March 31, 2020 and 2019 totaled $383 and $343, respectively.
Upon separation from service or other distributable event, a participant’s account under the KSOP may be distributed in kind in the form of the GNTY common shares allocated to his or her account (with the balance payable in cash), or the entire account can be liquidated and distributed in cash.
As of March 31, 2020 and December 31, 2019, the number of shares held by the KSOP were 1,227,096 and 1,224,697, respectively. There were no unallocated shares to plan participants as of March 31, 2020 or as of December 31, 2019. All shares held by the KSOP were treated as outstanding at each of the respective period ends.
Executive Incentive Retirement Plan
The Company established a non-qualified, non-contributory executive incentive retirement plan covering a selected group of key personnel to provide benefits equal to amounts computed under an “award criteria” at various targeted salary levels as adjusted for annual earnings performance of the Company. The plan is non-funded.
In connection with the Executive Incentive Retirement Plan, the Company has purchased life insurance policies on the respective officers. The cash surrender value of life insurance policies held by the Company totaled $34,713 and $34,495 as of March 31, 2020 and December 31, 2019, respectively.
Expense related to these plans totaled $296 and $285 for the three months ended March 31, 2020 and 2019, respectively, and $602 for the year ended December 31, 2019. This expense is included in employee compensation and benefits on the Company’s consolidated statements of earnings. The recorded liability totaled approximately $4,337 and $4,081 as of March 31, 2020 and December 31, 2019, respectively and is included in accrued interest and other liabilities on the Company’s consolidated balance sheets.
Bonus Plan
The Company has a bonus plan that rewards officers and employees based on performance of individual business units of the Company. Earnings and growth performance goals for each business unit and for the Company as a whole are established at the beginning of the calendar year and approved annually by Guaranty’s board of directors. The bonus plan provides for a predetermined bonus amount to be contributed to the employee bonus pool based on (i) earnings target and growth for individual business units and (ii) achieving certain pre-tax return on average equity and pre-tax
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return on average asset levels for the Company as a whole. These bonus amounts are established annually by Guaranty’s board of directors. The bonus expense under this plan for the three months ended March 31, 2020 and 2019 totaled $478 and $715, respectively, and $3,265 for the year ended December 31, 2019. This expense is included in employee compensation and benefits on the consolidated statements of earnings.
NOTE 8 – LEASES
The Company has operating leases for bank locations, ATMs, corporate offices, and certain other arrangements, which have remaining lease terms of 1 year to 15 years. Some of the Company’s operating leases include options to extend the leases for up to 7 years
Operating leases in which we are the lessee must be recorded as right-of-use assets with corresponding lease liabilities. The right-of-use asset represents our right to utilize the underlying asset during the lease term, while the lease liability represents the obligation of the Company to make periodic lease payments over the life of the lease. The associated operating lease costs are comprised of the amortization of the right-of-use asset and the implicit interest accreted on the lease liability, which is recognized on a straight-line basis over the life of the lease. As of March 31, 2020, operating lease right-of-use assets were $11,230 and liabilities were $11,385 and were included within the accompanying consolidated balance sheets as components of other assets and other liabilities, respectively.
Operating lease expense for operating leases accounted for under ASC 842 for the three months ended March 31, 2020 and 2019 was approximately $477 and $418, respectively, and is included as a component of occupancy expenses within the accompanying consolidated statements of earnings.
The table below summarizes other information related to our operating leases as of:
Operating leases
Operating lease right-of-use assets
11,230
11,554
Operating lease liabilities
11,385
11,675
Weighted average remaining lease term
10 years
Weighted average discount rate
2.68
2.69
The Company leases some of its banking facilities under non-cancelable operating leases expiring in various years through 2024 and thereafter. Minimum future lease payments under these non-cancelable operating leases in excess of one year as of March 31, 2020, are as follows:
Year Ended December 31,
Amount
1,379
1,430
1,323
1,314
1,312
Thereafter
6,312
Total lease payments
13,070
Less: interest
(1,685
Present value of lease liabilities
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NOTE 9 - INCOME TAXES
Income tax expense was as follows for:
Three Months Ended March 31,
Income tax expense for the period
Effective tax rate
18.71
18.19
The effective tax rates differ from the statutory federal tax rate of 21% for the three months ended March 31, 2020 and 2019, largely due to tax exempt interest income earned on certain investment securities and loans and the nontaxable earnings on bank owned life insurance.
NOTE 10 - DERIVATIVE FINANCIAL INSTRUMENTS
The Company utilizes certain derivative financial instruments. Stand-alone derivative financial instruments such as interest rate swaps, are used to economically hedge interest rate risk related to the Company’s liabilities. These derivative instruments involve both credit and market risk. The notional amounts are amounts on which calculations, payments, and the value of the derivative are based. Notional amounts do not represent direct credit exposures. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any. Such difference, which represents the fair value of the derivative instruments, is reflected on the Company’s consolidated balance sheets in other liabilities.
The Company is exposed to credit related losses in the event of nonperformance by the counterparties to those agreements. The Company controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures, and does not expect any counterparties to fail to perform their respective obligations.
The Company entered into interest rate swaps to receive payments at a fixed rate in exchange for paying a floating rate on the debentures discussed in Note 5. Management believes that entering into the interest rate swaps exposed the Company to variability in their fair value due to changes in the level of interest rates. It is the Company’s objective to hedge the change in fair value of floating rate debentures at coverage levels that are appropriate, given anticipated or existing interest rate levels and other market considerations, as well as the relationship of change in this liability to other liabilities of the Company.
The Company also entered into interest rate swaps to receive payments at a floating rate in exchange for paying a fixed rate, the objective of which is to reduce the overall cost of short-term 3-month FHLB advances that will be renewed consistent with the reset terms on the interest rate swap and that are included in the amounts in Note 4.
Interest rate swaps with notional amounts totaling $5,000 as of March 31, 2020 and December 31, 2019, were designated as cash flow hedges of the debentures and $40,000 as of March 31, 2020 were designated as cash flow hedges of the FHLB advances. The cash flow hedges were determined to be fully effective during all periods presented. As such, no amount of ineffectiveness has been included in net income.
Therefore, the aggregate fair value of the swaps is recorded in accrued interest and other liabilities within the Company’s consolidated balance sheets with changes in fair value recorded in other comprehensive income. The amount included in accumulated other comprehensive income would be reclassified to current earnings should the hedges no longer be considered effective. The Company expects the hedges to remain fully effective during the remaining terms of the swaps.
31.
The information pertaining to outstanding interest rate swap agreements used to hedge floating rate debentures and FHLB advances was as follows as of:
Notional
Pay
Rate
Receive
Effective
Date
Maturity
in Years
5.979
3 month LIBOR plus 1.67%
10/1/2016
6.00
457
7.505
3 month LIBOR plus 3.35%
10/30/2012
2.58
287
15,000
0.668
3 month LIBOR
3/18/2020
2.97
0.790
4.97
224
10,000
0.530
3/23/2020
2.98
6.25
314
2.83
212
Interest expense recorded on these swap transactions totaled $137 and $169 during the three months ended March 31, 2020 and 2019, respectively, and $648 for the year ended December 31, 2019. This expense is reported as a component of interest expense on the debentures. At March 31, 2020, the Company expected none of the unrealized loss to be reclassified as a reduction of interest expense during the remainder of 2020.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company enters into various transactions, which, in accordance with GAAP, are not included in its consolidated balance sheets. These transactions are referred to as “off-balance sheet commitments.” The Company enters into these transactions to meet the financing needs of its customers. These transactions include commitments to extend credit and letters of credit, which involve elements of credit risk in excess of the amounts recognized in the consolidated balance sheets. The Company minimizes its exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures.
The Company enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Customers use credit commitments to ensure that funds will be available for working capital purposes, for capital expenditures and to ensure access to funds at specified terms and conditions. Substantially all of the Company’s commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. Management considers the likelihood of commitments and letters of credit to be funded, along with credit related conditions present in the loan agreements when estimating an ACL for off-balance sheet commitments. Loan agreements executed in connection with construction loans and commercial lines of credit have standard conditions which must be met prior to the Company being required to provide additional funding, including conditions precedent that typically include: (i) no event of default or potential default has occurred; (ii) that no material adverse events have taken place that would materially affect the borrower or the value of the collateral, (iii) that the borrower remains in compliance with all loan obligations and covenants and has made no misrepresentations; (iv) that the collateral has not been damaged or impaired; (v) that the project remains on budget and in compliance with all laws and regulations; and (vi) that all management agreements, lease agreements and franchise agreements that affect the value of the collateral remain in force. If the conditions precedent have not been met, the Company retains the option to cease current draws and/or future funding. As a result of these conditions within our loan agreements, management has determined that credit risk is minimal and there is no recorded ACL as of March 31, 2020 and December 31, 2019.
Letters of credit are written conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The Company’s policies generally require that letters of credit arrangements contain security and debt covenants similar to those contained in loan agreements. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount shown in the table below. If the commitment were funded, the Company would be entitled to seek recovery from the
32.
customer. As of March 31, 2020 and December 31, 2019, no amounts have been recorded as liabilities for the Bank’s potential obligations under these guarantees.
Commitments and letters of credit outstanding were as follows as of:
Contract or Notional Amount
Commitments to extend credit
411,087
440,685
Letters of credit
8,463
9,054
Litigation
The Company is involved in certain claims and lawsuits occurring in the normal course of business. Management, after consultation with legal counsel, does not believe that the outcome of these actions, if determined adversely, would have a material impact on the consolidated financial statements of the Company.
FHLB Letters of Credit
At March 31, 2020, the Company had letters of credit of $6,800 pledged to secure public deposits, repurchase agreements, and for other purposes required or permitted by law.
NOTE 12 - REGULATORY MATTERS
The Company on a consolidated basis and the Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off balance sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
The Basel III Capital Rules, a comprehensive capital framework for U.S. banking organizations, became effective for the Company and Bank on January 1, 2015, with certain transition provisions that were fully phased in on January 1, 2019. Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1 capital, Tier 1 capital and Total capital (as defined in the regulations) to risk-weighted assets (as defined), and or Tier 1 capital to adjusted quarterly average assets (as defined). Management believes, as of March 31, 2020 and December 31, 2019, that the Bank met all capital adequacy requirements to which it was subject.
The Basel III Capital Rules, among other things, have (i) introduced a new capital measure called “Common Equity Tier I” (“CETI”), (ii) specified that Tier I capital consist of CETI and “Additional Tier I Capital” instruments meeting specified requirements, (iii) defined CETI narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CETI and not to the other components of capital and (iv) expanded the scope of the deductions/adjustments as compared to existing regulations.
Starting in January 2016, the implementation of the capital conservation buffer was effective for the Company starting at the 0.625% level and increasing 0.625% each year thereafter, until it reached 2.5% on January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress and effectively increases the minimum required risk-weighted capital ratios.
As of March 31, 2020 and December 31, 2019, the Company’s capital ratios exceeded those levels necessary to be categorized as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized”, the Company must maintain minimum total risk-based, CETI, Tier 1 risk-based and Tier I leverage ratios as set forth in the table. There are no conditions or events since March 31, 2020 that management believes have changed the Company’s category.
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The Federal Reserve’s guidelines regarding the capital treatment of trust preferred securities limits restricted core capital elements (including trust preferred securities and qualifying perpetual preferred stock) to 25% of all core capital elements, net of goodwill less any associated deferred tax liability. Because the Company’s aggregate amount of trust preferred securities is less than the limit of 25% of Tier I capital, net of goodwill, the rules permit the inclusion of $10,310 of trust preferred securities in Tier I capital as of March 31, 2020 and December 31, 2019, Additionally, the rules provide that trust preferred securities would no longer qualify for Tier I capital within five years of their maturity, but would be included as Tier 2 capital. However, the trust preferred securities would be amortized out of Tier 2 capital by one-fifth each year and excluded from Tier 2 capital completely during the year prior to maturity of the subordinated debentures.
A comparison of the Company’s and Bank’s actual capital amounts and ratios to required capital amounts and ratios are presented in the following tables as of:
Actual
Minimum Required
For Capital
Adequacy Purposes
Under Basel III
Fully Phased-In
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
Ratio
Total capital to risk-weighted assets:
Consolidated
249,729
12.65%
157,988
8.00%
207,359
10.50%
n/a
Bank
268,880
13.62%
197,485
10.00%
Tier 1 capital to risk-weighted assets:
227,781
11.53%
118,491
6.00%
167,862
8.50%
246,932
12.50%
Tier 1 capital to average assets:(1)
9.97%
91,421
4.00%
10.80%
91,424
114,280
5.00%
Common equity tier 1 capital to risk-weighted assets:
217,471
11.01%
88,868
4.50%
138,239
7.00%
128,365
6.50%
(1) The Tier 1 capital ratio (to average assets) is not impacted by the Basel III Capital Rules; however, the Federal Reserve Board and the FDIC may require the Consolidated Company and the Bank, respectively, to maintain a Tier 1 capital ratio (to average assets) above the required minimum.
253,793
13.29%
152,770
200,510
249,643
13.07%
152,774
200,516
190,968
237,591
12.44%
114,577
162,318
233,441
12.22%
114,581
162,322
Tier 1 capital to average assets:
10.29%
92,318
10.11%
92,321
115,401
227,281
11.90%
85,933
133,674
85,935
133,677
124,129
Dividends paid by Guaranty are mainly provided by dividends from its subsidiaries. However, certain regulatory restrictions exist regarding the ability of its bank subsidiary to transfer funds to Guaranty in the form of cash dividends, loans or advances. The amount of dividends that a subsidiary bank organized as a national banking association, such as the Bank, may declare in a calendar year is the subsidiary bank’s net profits for that year combined with its retained net profits for the preceding two years.
34.
NOTE 13 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 - Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The Company used the following methods and significant assumptions to estimate fair value:
Marketable Securities: The fair values for marketable securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).
Loans Held For Sale: Loans held for sale are carried at the lower of cost or fair value, which is evaluated on a pool-level basis. The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors (Level 2).
Derivative Instruments: The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2).
Impaired Loans: For the year ended December 31, 2019, the fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on the present value of estimated future cash flows using the loan’s existing rate or, if repayment is expected solely from the collateral, the fair value of collateral, less costs to sell. The fair value of real estate collateral is determined using recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant (Level 3). Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business (Level 3). Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.
Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly (Level 3).
35.
The following tables summarize quantitative disclosures about the fair value measurements for each category of financial assets (liabilities) carried at fair value:
As of March 31, 2020
Fair Value
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Unobservable
(Level 3)
Assets (liabilities) at fair value on a recurring basis:
Available for sale securities:
SBA servicing assets
713
Derivative instrument assets
1,112
Derivative instrument liabilities
(1,112
As of December 31, 2019
672
526
(526
Assets at fair value on a nonrecurring basis:
Impaired loans
20,028
There were no transfers between Level 2 and Level 3 during the three months ended March 31, 2020 or for the year ended December 31, 2019.
Nonfinancial Assets and Nonfinancial Liabilities
Nonfinancial assets measured at fair value on a nonrecurring basis during the three months ended March 31, 2020 and 2019 include certain foreclosed assets which, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for credit losses and certain foreclosed assets which, subsequent to their initial recognition, were remeasured at fair value through a write-down included in current earnings. The fair value of a foreclosed asset is estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria.
36.
The following table presents foreclosed assets that were remeasured and recorded at fair value as of:
Other real estate owned remeasured at initial recognition:
Carrying value of other real estate owned prior to remeasurement
147
Charge-offs recognized in the allowance for credit losses
(11
Fair value of other real estate owned remeasured at initial recognition
136
124
Other real estate owned remeasured subsequent to initial recognition:
Write-downs included in collection and other real estate owned expense
(10
Fair value of other real estate owned remeasured subsequent to initial recognition
25
The following table presents quantitative information about nonrecurring Level 3 fair value measurements as of:
Valuation
Technique(s)
Unobservable Input(s)
Range
(Weighted
Average)
Appraisal value of collateral
Selling costs or other normal adjustments
10%-20% (16%)
.
Fair value of collateral - sales comparison approach
Selling costs or other normal adjustments:
Real estate
Equipment
10%-20% (19%)
37.
The following table presents information on individually evaluated collateral dependent loans as of March 31, 2020:
Fair Value Measurements Using
Level 1
Level 2
Level 3
Total Fair Value
531
8,277
8,926
The carrying amounts and estimated fair values of financial instruments not previously discussed in this note, as of March 31, 2020 and December 31, 2019, are as follows:
Fair value measurements as of
March 31, 2020 using:
Carrying
Financial assets:
Cash, due from banks, federal funds sold and interest-bearing deposits
Loans, net
1,715,503
Nonmarketable equity securities
12,323
Financial liabilities:
1,497,464
507,364
2,004,828
Securities sold under repurchase agreements
Accrued interest payable
1,410
70,874
8,360
38.
December 31, 2019 using:
Marketable securities held to maturity
1,705,155
12,301
1,438,509
520,469
1,958,978
1,642
55,125
8,677
The methods and assumptions, not previously presented, used to estimate fair values are described as follows:
Cash and Cash Equivalents
The carrying amounts of cash and short-term instruments approximate fair values (Level 1).
The fair value of fixed-rate loans and variable-rate loans that reprice on an infrequent basis is estimated by discounting future cash flows using the current interest rates at which similar loans with similar terms would be made to borrowers of similar credit quality (Level 3).
Cash Surrender Value of Life Insurance
The carrying amounts of bank-owned life insurance approximate their fair value.
Nonmarketable Equity Securities
It is not practical to determine the fair value of Independent Bankers Financial Corporation, Federal Home Loan Bank, Federal Reserve Bank and other stock due to restrictions placed on its transferability.
Deposits and Securities Sold Under Repurchase Agreements
The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) (Level 1). The fair values of deposit liabilities with defined maturities are estimated by discounting future cash flows using interest rates currently offered for deposits of similar remaining maturities (Level 2).
Other Borrowings
The fair value of borrowings, consisting of lines of credit, Federal Home Loan Bank advances and Subordinated debentures is estimated by discounting future cash flows using currently available rates for similar financing (Level 2).
Accrued Interest Receivable/Payable
The carrying amounts of accrued interest approximate their fair values (Level 2).
Off-balance Sheet Instruments
Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.
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NOTE 14 - EARNINGS PER SHARE
Basic earnings per share is computed by dividing net earnings available to common shareholders by the weighted-average common shares outstanding for the period. Diluted earnings per share reflects the maximum potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and would then share in the net earnings of the Company. Dilutive share equivalents include stock-based awards issued to employees.
Stock options granted by the Company are treated as potential shares in computing earnings per share. Diluted shares outstanding include the dilutive effect of in-the-money awards which is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount that the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax impact that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares.
The computations of basic and diluted earnings per share for the Company were as follows for the:
Numerator:
Net earnings (basic)
Net earnings (diluted)
Denominator:
Weighted-average shares outstanding (basic)
11,432,391
11,815,966
Effect of dilutive securities:
Common stock equivalent shares from stock options
43,492
Weighted-average shares outstanding (diluted)(1)
11,859,458
Net earnings per share
Basic
Diluted
(1) Outstanding options and the closing price of the Company's stock as of March 31, 2020 had an anti-dilutive effect on the weighted-average common shares outstanding for the quarter ended March 31, 2020; therefore, the effect of their conversion has been excluded from the calculation of the diluted weighted-average common shares outstanding for the period. The diluted EPS has been calculated using the basic weighted-average shares outstanding in order to comply with GAAP.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing in Item 1 of Part I of this Quarterly Report on Form 10-Q (this “Report”) and any subsequent Quarterly Reports on Form 10-Q, other risks and uncertainties listed from time to time in our reports and documents filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2019. Unless the context indicates otherwise, references in this Report to “we,” “our,” “us,” and the “Company” refer to Guaranty Bancshares, Inc., a Texas corporation, and its consolidated subsidiaries. References in this Report to “Guaranty Bank & Trust” and the “Bank” refer to Guaranty Bank & Trust, N.A., a national banking association and our wholly-owned consolidated subsidiary.
General
We were incorporated in 1990 to serve as the holding company for Guaranty Bank & Trust. Since our founding, we have built a reputation based on financial stability and community leadership. In May 2017, we consummated an initial public offering of our common stock, which is traded on the NASDAQ Global Select Market under the symbol “GNTY.”
We currently operate 32 banking locations in the East Texas, Dallas/Fort Worth, Central Texas and Greater Houston regions of the state. Our principal executive office is located at 16475 Dallas Parkway, Suite 600, Addison, Texas, 75001 and our telephone number is (888) 572-9881. Our website address is www.gnty.com. Information contained on our website does not constitute a part of this Report and is not incorporated by reference into this filing or any other report.
As a bank holding company that operates through one segment, we generate most of our revenue from interest on loans and investments, customer service and loan fees, fees related to the sale of mortgage loans, and trust and wealth management services. We incur interest expense on deposits and other borrowed funds, as well as noninterest expense, such as salaries and employee benefits and occupancy expenses. We analyze our ability to maximize income generated from interest earning assets and control the interest expenses of our liabilities, measured as net interest income, through our net interest margin and net interest spread. Net interest income is the difference between interest income on interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings, which are used to fund those assets. Net interest margin is a ratio calculated as net interest income divided by average interest-earning assets. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities.
Changes in market interest rates and the interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as in the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and shareholders’ equity, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Fluctuations in market interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions and conditions in domestic and foreign financial markets. Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in Texas, as well as developments affecting the real estate, technology, financial services, insurance, transportation, manufacturing and energy sectors within our target markets and throughout the State of Texas.
Impact of COVID-19 and Recent Developments
In March 2020, the outbreak of the novel Coronavirus Disease 2019 ("COVID-19") was recognized as a pandemic by the World Health Organization. Global health concerns relating to COVID-19 have had, and will likely continue to have, a severe impact on the macroeconomic environment, leading to lower interest rates, depressed equity market valuations, heightened financial market volatility and significant disruption in banking and other financial activity in the areas we serve. Governmental responses to the pandemic have included orders closing businesses not deemed essential and directing individuals to restrict their movements, observe social distancing and shelter in place. These actions, together with responses to the pandemic by businesses and individuals, have resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses that have led to a loss of revenues and a rapid increase in unemployment, material decreases in oil and gas prices and in business valuations, disrupted global supply chains, market downturns and volatility, changes in consumer behavior related to pandemic fears, related emergency response legislation and an expectation that Federal Reserve policy will maintain a low interest rate environment for the foreseeable future.
The financial performance of the Company generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and
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other products and services that the Company offers and whose success it relies on to drive growth, are highly dependent upon the business environment in the primary markets in which we operate and in the United States as a whole. Unfavorable market conditions and uncertainty due to the COVID-19 pandemic have and are likely to continue to result in a deterioration in the credit quality of borrowers, an increase in the number of loan delinquencies, defaults and charge-offs, additional provisions for credit losses, adverse asset values of the collateral securing loans and an overall material adverse effect on the quality of the loan portfolio.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES") Act was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The CARES Act included the Paycheck Protection Program ("PPP"), a nearly $350 billion program designed to aid small- and medium-sized businesses through federally guaranteed loans distributed through banks. On April 24, 2020, the Paycheck Protection Program and Health Care Enhancement Act was signed into law providing an additional $320 billion in funding for the PPP program. PPP loans are intended to provide eligible businesses with funding for approximately eight weeks of payroll and other costs to help those businesses remain viable and allow their workers to pay their bills. PPP loans are forgivable to the extent that the borrower can demonstrate that the funds were used for such costs.
Significant uncertainties as to future economic conditions exist, and we have taken measured actions to ensure that we have the balance sheet strength to serve our clients and communities, including increases in liquidity and reserves supported by a strong capital position. Additionally, the economic pressures, coupled with the implementation of an expected loss methodology for determining our provision for credit losses as required by the current expected credit loss (“CECL”) methodology, have contributed to an increased provision for credit losses for the first quarter of 2020. We continue to monitor the impact of COVID-19 closely, as well as any effects that may result from the CARES Act; however, the extent to which the COVID-19 pandemic will impact our operations and financial results during the remainder of 2020 is highly uncertain.
In response to the COVID-19 pandemic, the Company is:
•
Participating in the PPP, administered by the Small Business Administration (the “SBA”), to provide potentially forgivable loans to small businesses to be used for payroll, utilities, rent and interest. In total, as of May 4, 2020, the Company obtained approvals for approximately 1,728 customers totaling approximately $209.6 million in approved loans, of which approximately $12.0 million had not been funded as of May 4, 2020 but is expected to be funded during May 2020. The PPP approvals will impact approximately 25,000 jobs.
To provide additional liquidity for funding PPP loans, we obtained a six-month advance of $100.0 million from the Federal Home Loan Bank (“FHLB”) at a fixed interest rate of 0.25%, maturing October 13, 2020 and with no prepayment penalty.
Working with borrowers to provide hardship relief either through a 3-month payment deferral or up to 6-months of interest only payments. As of May 4, 2020, we have 495 borrowers with outstanding loan balances of $160.1 million who have requested this relief under the 3-month deferral program, and 296 borrowers with outstanding loans balances of $114.0 million who have requested relief under the up to 6-month interest only program. Borrowers who were provided relief under these programs represent 14.2% of the total outstanding loan balance as of May 4, 2020.
Suspending foreclosures and repossessions, and waiving overdraft fees, late payment fees and CD early withdrawal penalties through at least June 30, 2020.
Practicing social distancing with both employees and customers. Our lobbies are temporarily closed and by appointment only, but drive-thrus remain open and employees are contacting customers to assist them with online and mobile banking when desired. We have also implemented bank-wide work-from-home rotation programs, where possible.
Contributing to charities in all communities we serve to assist with COVID-19 crisis relief efforts.
Subsequent to the quarter-end blackout period, halting or significantly reducing our stock repurchase program for the foreseeable future. The Company repurchased 421,887 shares of common stock during the first quarter ending March 31, 2020 at an average repurchase price of $25.64.
Conducted a private placement of unregistered debt securities totaling $10.0 million from related parties of the Company and Bank, which closed on May 1, 2020. The debentures have terms that are less than 4.5 years in maturity and the average rate is 3.0%. The proceeds of these debentures were used to replenish cash that was used to repurchase shares of capital stock in the first quarter of 2020.
Continuing to be conservative in our assumptions for the allowance for credit losses (“ACL”) for our loan portfolio due to the significant unknowns surrounding the impact of COVID-19. The ending balance of our ACL at March 31, 2020 was $21.95 million, or 1.28% of outstanding loans as of that date. In April 2020, we added an additional provision for credit losses of $4.0 million, increasing our ACL to $26.03 million, or 1.54% of outstanding loans, excluding PPP loans, as of April 30, 2020. We believe it is possible, as a result of our allowance modeling,
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macroeconomic factors and ongoing uncertainties surrounding COVID-19, that our ACL as a percentage of total loans could reach 1.75% to 2.00% by December 31, 2020.
Closely monitoring loans and concentrations in affected industries. Social distancing, stay-at-home orders and other measures as a result of COVID-19 have particularly affected restaurant, hospitality, retail commercial real estate (“CRE”) and energy sectors. Excluding SBA guaranteed loans, the Bank has direct exposure, through total loan commitments as of April 30, 2020, of $37.2 million to restaurant-related borrowers, $80.4 million to hospitality-related borrowers and $61.7 million to retail CRE borrowers. We have no direct energy exposure and minimal indirect energy exposure.
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with GAAP and with general practices within the financial services industry. Application of these principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under current circumstances. These assumptions form the basis for our judgments about the carrying values of assets and liabilities that are not readily available from independent, objective sources. We evaluate our estimates on an ongoing basis. Use of alternative assumptions may have resulted in significantly different estimates. Actual results may differ from these estimates.
We have identified the following accounting policies and estimates that, due to the difficult, subjective or complex judgments and assumptions inherent in those policies and estimates, and the potential sensitivity of our consolidated financial statements to those judgments and assumptions, is critical to an understanding of our financial condition and results of operations. We believe that the judgments, estimates and assumptions used in the preparation of our financial statements are appropriate.
Loans and Allowance for Credit Losses (ACL)
Loans are stated at the amount of unpaid principal, reduced by unearned income and an allowance for credit losses. Interest on loans is recognized using the simple-interest method on the daily balances of the principal amounts outstanding. Fees associated with the origination of loans and certain direct loan origination costs are netted and the net amount is deferred and recognized over the life of the loan as an adjustment of yield.
The accrual of interest on loans is discontinued when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due, which is generally when a loan is 90 days past due. A loan may continue to accrue interest, even if it is more than 90 days past due, if the loan is both well collateralized and it is in the process of collection. When a loan is placed on nonaccrual status, all previously accrued and unpaid interest is reversed. Interest income is subsequently recognized on a cash basis as long as the remaining book balance of the asset is deemed to be collectible. If collectability is questionable, then cash payments are applied to principal. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured in accordance with the terms of the loan agreement.
The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Recoveries will not exceed the aggregate of loan amounts previously charged-off and expected to be charged-off.
Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. We use the weighted-average remaining maturity method (WARM) method as the basis for the estimation of expected credit losses. The WARM method uses a historical average annual charge-off rate. This average annual charge-off rate contains loss content over a historical lookback period and is used as a foundation for estimating the credit loss reserve for the remaining outstanding balances of loans in a pool or segment of our loan portfolio at the balance sheet date. The average annual charge-off rate is applied to the contractual term, further adjusted for estimated prepayments, to determine the unadjusted historical charge-off rate. The calculation of the unadjusted historical charge-off rate is then adjusted for current conditions and for reasonable and supportable forecast periods. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. These qualitative factors serve to compensate for additional areas of uncertainty inherent in the portfolio that are not reflected in our historic loss factors.
The allowance for credit losses is measured on a collective (pool or segment) basis when similar risk characteristics exist. Our loan portfolio segments include both regulatory call report codes and internally identified risk ratings for our commercial loan segments and delinquency status for our consumer loan segments. We also have
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separate segments for our warehouse lines of credit, for our internally originated SBA loans and for our SBA loans acquired from Westbound Bank.
In general, the loans in our portfolio have low historical credit losses. The credit quality of loans in our portfolio is impacted by delinquency status and debt service coverage generated by our borrowers’ businesses and fluctuations in the value of real estate collateral. Management considers delinquency status to be the most meaningful indicator of the credit quality of one-to-four single family residential, home equity loans and lines of credit and other consumer loans. In general, these types of loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process we refer to as “seasoning.” As a result, a portfolio of older loans will usually behave more predictably than a portfolio of newer loans. We consider the majority of our consumer type loans to be “seasoned” and that the credit quality and current level of delinquencies and defaults represents the level of reserve needed in the allowance for credit losses. If delinquencies and defaults were to increase, we may be required to increase our provision for loan losses, which would adversely affect our results of operations and financial condition. Delinquency statistics are updated at least monthly.
Loans with unique risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.
For off-balance sheet credit exposures, we estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.
From time to time, we modify our loan agreement with a borrower. A modified loan is considered a troubled debt restructuring (TDR) when two conditions are met: (i) the borrower is experiencing financial difficulty and (ii) concessions are made by us that would not otherwise be considered for a borrower with similar credit risk characteristics. Modifications to loan terms may include a lower interest rate, a reduction of principal, or a longer term to maturity. We review each troubled debt restructured loan and determine on a case by case basis if the loan can be grouped with its like segment for allowance consideration or whether it should be individually evaluated for a specific allowance for credit loss allocation. If individually evaluated, an allowance for credit loss allocation is based on either the present value of estimated future cash flows or the estimated fair value of the underlying collateral. Most of the COVID modifications are not TDRs pursuant to the CARES Act and the April 7, 2020 Interagency guidance.
We have certain lending policies and procedures in place that are designed to maximize loan income with an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis and makes changes as appropriate. Management receives frequent reports related to loan originations, quality, concentrations, delinquencies, non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions, both by type of loan and geography.
Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and effectively. Underwriting standards are designed to determine whether the borrower possesses sound business ethics and practices and to evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory, and include personal guarantees.
Real estate loans are also subject to underwriting standards and processes similar to commercial and industrial loans. These loans are underwritten primarily based on projected cash flows and, secondarily, as loans secured by real estate collateral. The repayment of real estate loans is generally largely dependent on the successful operation of the property securing the loans or the business conducted on the property securing the loan. Real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing our real estate portfolio are generally diverse in terms of type and geographic location throughout the State of Texas. This diversity helps us reduce the exposure to adverse economic events that affect any single market or industry.
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We utilize methodical credit standards and analysis to supplement our policies and procedures in underwriting consumer loans. Our loan policy addresses types of consumer loans that may be originated as well as the underlying collateral, if secured, which must be perfected. The relatively small individual dollar amounts of consumer loans that are spread over numerous individual borrowers also minimizes risk.
Marketable Securities
Securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income. Management determines the appropriate classification of securities at the time of purchase. Interest income includes amortization and accretion of purchase premiums and discounts. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.
Management evaluates securities for an allowance for credit losses based on whether they are classified as held to maturity or available for sale. For held to maturity securities, management measures expected credit losses on a collective basis by major security type and credit rating. The estimate of expected credit losses considers historical credit loss information that is then adjusted for current conditions and reasonable and supportable forecasts. For available for sale securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available for sale that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically relate to the security, among other factors. Is this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.
Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit losses expense. Losses are charged against the allowance when management believes the uncollectibility of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
Fair Values of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on and off-balance sheet financial instruments do not include the value of anticipated future business or the value of assets and liabilities not considered financial instruments.
Emerging Growth Company
The Jumpstart our Business Startups Act of 2012 (“JOBS Act”) permits an “emerging growth company” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. However, we have “opted out” of this provision. As a result, we will comply with new or revised accounting standards to the same extent that compliance is required for non-emerging growth companies. Our decision to opt out of the extended transition period under the JOBS Act is irrevocable.
Discussion and Analysis of Results of Operations for the Three Months Ended March 31, 2020 and 2019
Results of Operations
The following discussion and analysis compares our results of operations for the three months ended March 31, 2020 with the three months ended March 31, 2019. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2020.
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Net earnings were $6.3 million for the three months ended March 31, 2020, as compared to $5.3 million for the three months ended March 31, 2019. The following table presents key earnings data for the periods indicated:
For the Three Months Ended March 31,
Net earnings per common share
-basic
-diluted
Net interest margin(1)
3.85
3.64
Net interest rate spread(2)
3.49
3.21
Return on average assets
1.09
0.94
Return on average equity
9.94
9.11
Average equity to average total assets
10.92
10.37
Dividend payout ratio
34.55
37.78
(1) Net interest margin is equal to net interest income divided by average interest-earning assets.
(2) Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
Net Interest Income
Our operating results depend primarily on our net interest income. Fluctuations in market interest rates impact the yield and rates paid on interest-earning assets and interest-bearing liabilities, respectively. Changes in the amount and type of interest-earning assets and interest-bearing liabilities also impact our net interest income. To evaluate net interest income, we measure and monitor (1) yields on our loans and other interest-earning assets, (2) the costs of our deposits and other funding sources, (3) our net interest spread and (4) our net interest margin. Because noninterest-bearing sources of funds, such as noninterest-bearing deposits and shareholders’ equity also fund interest-earning assets, net interest margin includes the benefit of these noninterest-bearing sources.
Net interest income, before the provision for loan losses, was $20.6 million compared to $19.0 million for the three months ended March 31, 2020 and 2019, respectively, an increase of $1.6 million, or 8.2%. The increase in net interest income resulted from a $1.6 million, or 25.7%, decrease in interest expense offset by a $55,000, or 0.2%, decrease in interest income. Although there was a $49.9 million, or 3.0%, increase in average loans outstanding for the three months ended March 31, 2020, compared to the three months ended March 31, 2019, that increase was offset by a 14 basis point decrease in the average yield on total loans. The increase in average loans outstanding was primarily due to organic growth. The $1.6 million decrease in interest expense for the three months ended March 31, 2020 was primarily related to an average deposit rate decrease of 37 basis points, despite a $17.2 million, or 1.2%, increase in average interest-bearing deposits over the same period in 2019. The majority of the average deposit balance increase was due to organic growth, and was primarily in public funds accounts, savings accounts and DDAs, offset by declines in certificates of deposit and NOW accounts. For the three months ended March 31, 2020, net interest margin and net interest spread were 3.85% and 3.49%, respectively, compared to 3.64% and 3.21% for the same period in 2019, which reflects the decreases in interest expense discussed above relative to the decreases in interest income.
Average Balance Sheet Amounts, Interest Earned and Yield Analysis
The following table presents an analysis of net interest income and net interest spread for the periods indicated, including average outstanding balances for each major category of interest-earning assets and interest-bearing liabilities, the interest earned or paid on such amounts, and the average rate earned or paid on such assets or liabilities, respectively. The table also sets forth the net interest margin on average total interest-earning assets for the same periods. Interest earned on loans that are classified as nonaccrual is not recognized in income; however, the balances are reflected in average outstanding balances for the period. For the three months ended March 31, 2020 and 2019, the amount of interest income not recognized on nonaccrual loans was not material. Any nonaccrual loans have been included in the table as loans carrying a zero yield.
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Interest
Earned/
Paid
Yield/
Interest-earnings assets:
1,701,525
5.32
1,651,608
5.46
220,303
2.40
233,625
1,530
2.66
144,531
956
162,121
1,028
2.57
9,221
12,128
170
5.68
Interest-bearing deposits in other banks
75,677
352
57,240
2.37
Total interest-earning assets
2,151,257
4.72
2,116,722
4.85
(20,781
(14,906
Noninterest-earning assets
195,142
188,917
2,325,618
2,290,733
Interest-bearing liabilities:
1,475,507
1.21
1,458,261
1.58
Advances from FHLB and fed funds purchased
23,236
1.42
74,700
2.43
3,407
171
6.36
10,310
6.65
12,827
0.28
11,065
0.40
Total interest-bearing liabilities
1,525,787
1.23
1,554,336
1.64
Noninterest-bearing liabilities:
Noninterest-bearing deposits
524,263
475,890
21,649
22,893
Total noninterest-bearing liabilities
545,912
498,783
Shareholders’ equity
253,919
237,614
Total liabilities and shareholders’ equity
Net interest margin(3)
(1) Includes average outstanding balances of loans held for sale of $2.4 million and $1.3 million for the three months ended March 31, 2020 and 2019, respectively.
(2) Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
(3) Net interest margin is equal to net interest income divided by average interest-earning assets, annualized. Net interest margin on a taxable equivalent basis was 3.87% and 3.64% for the three months ended March 31, 2020 and 2019, respectively, using a marginal tax rate of 21%.
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The following table presents the change in interest income and interest expense for the periods indicated for each major component of interest-earning assets and interest-bearing liabilities and distinguishes between the changes attributable to changes in volume and interest rates. For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated to rate.
March 31, 2020 vs. 2019
Increase (Decrease)
Due to Change in
Total Increase
Volume
(Decrease)
Interest-earning assets:
681
(408
273
(128
(217
(113
Interest-earning deposits in other banks
109
(92
Total increase (decrease) in interest income
547
(602
(55
(1,320
(1,252
(313
(52
(365
(4
Total decrease in interest expense
(235
(1,382
(1,617
Increase in net interest income
782
780
1,562
Provision for Loan Losses
The provision for loan losses is a charge to income in order to bring our allowance for credit losses to a level deemed appropriate by management based on factors such as historical loss experience, trends in classified and past due loans, volume and growth in the loan portfolio, current economic conditions in our markets and value of the underlying collateral. Loans are charged off against the allowance for credit losses when determined appropriate. Although management believes it uses the best information available to make determinations with respect to the provision for loan losses, future adjustments may be necessary if economic conditions differ from the assumptions used in making the determination.
The provision for loan losses for the three months ended March 31, 2020 was $1.4 million compared to $575,000 for the three months ended March 31, 2019. The projected economic impact of COVID-19 as of March 31, 2020 created the need for $913,000 of the $1.4 million of additional ACL. Subsequent to March 31, as more information about the potential economic impacts of COVID-19 and related government relief programs became available, management closely reviewed the loan portfolio and met with borrowers to better understand their potential financial hardships, if any. As a result, additional loans in industries affected by this crisis were downgraded to appropriate risk ratings given the expected impacts of COVID-19 on those industries. These downgrades and other portfolio analysis resulted in additional provision for credit losses due to COVID-19 of approximately $4.0 million in April 2020, for a total of $4.9 million in provision due to COVID-19 through April 30, 2020. The complete economic impacts of COVID-19 are still very much unknown. Therefore, the additional reserves added, and any future reserves that may be added until the effects of COVID-19 are more clear, are primarily qualitative in nature and portions of the reserve may not be allocated to any one loan or group of loans.
Noninterest Income
Our primary sources of recurring noninterest income are service charges on deposit accounts, merchant and debit card fees, fiduciary income, gains on the sale of loans, and income from bank-owned life insurance. Noninterest income does not include loan origination fees to the extent they exceed the direct loan origination costs, which are generally recognized over the life of the related loan as an adjustment to yield using the interest method.
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The following table presents components of noninterest income for the three months ended March 31, 2020 and 2019 and the period-over-period variations in the categories of noninterest income:
For The Three Months Ended
Increase
2020 vs. 2019
Noninterest income:
Service charges on deposit accounts
Merchant and debit card fees
1,131
172
Fiduciary and custodial income
514
425
Bank-owned life insurance income
60
Loan processing fee income
128
Other noninterest income
851
589
262
1,399
Total noninterest income increased $1.4 million, or 39.3%, for the three months ended March 31, 2020 compared to the same period in 2019. Material changes in the components of noninterest income are discussed below.
Service Charges on Deposit Accounts. We earn fees from our customers for deposit related services, and these fees typically constitute a significant and generally predictable component of our non-interest income. As noted above under “Impact of COVID-19 and Recent Developments”, we are waiving certain service charges in sensitivity to our customers through at least June 30, 2020. Service fee income was $908,000 for the three months ended March 31, 2020 compared to $826,000 for the same period in 2019, an increase of $82,000, or 9.9%. The increase was primarily due to an increase in insufficient fund income of approximately $72,000 from the same quarter in 2019. The total number of DDAs as of March 31, 2020 was 46,653, an increase of 1,732 accounts from 44,921 as of March 31, 2019.
Merchant and Debit Card Fees. We earn interchange income related to the activity of our customers’ merchant debit card usage. Debit card interchange income was $1.1 million for the three months ended March 31, 2020 compared to $959,000 for the same period in 2019, an increase of $172,000, or 17.9%. The increase was primarily due to growth in the number of demand deposit accounts and debit card usage volume during the first quarter of 2020.
Fiduciary and Custodial Income. We have trust powers and provide fiduciary and custodial services through our trust and wealth management division. Fiduciary income was $514,000 for the three months ended March 31, 2020, an increase of $89,000, or 20.9%, compared to $425,000 for the same period in 2019. The revenue increase resulted primarily from 11 new accounts that opened during the three months ended March 31, 2020, which have generated additional income. Furthermore, revenue for our services fluctuates by month with the market value for all publicly-traded assets, which are primarily held in irrevocable trusts and investment management accounts that carry higher fees. Additionally, our custody-only assets are carried in a tiered percentage rate fee schedule charged against market value.
Gain on Sale of Loans. We originate long-term fixed-rate and adjustable-rate mortgage loans for resale into the secondary market. We also began selling the guaranteed portion of SBA 7(a) loans on the secondary market during the second half of 2019. We sold 106 mortgage loans for $24.6 million for the three months ended March 31, 2020 compared to 75 mortgage loans for $14.6 million for the three months ended March 31, 2019. Total gain on sale of loans was $1.2 million for the three months ended March 31, 2020, an increase of $712,000, or 149.3%, compared to $477,000 for the same period in 2019. The gain consisted of $818,000 in mortgage loans and $371,000 in SBA 7(a) loans sold during the quarter.
Bank-owned Life Insurance Income. We invest in bank-owned life insurance due to its attractive nontaxable return and protection against the loss of our key employees. We record income based on the growth of the cash surrender value of these policies as well as the annual yield net of fees and charges, including mortality charges. Income from bank-owned life insurance increased by $60,000, or 38.0%, for the three months ended March 31, 2020 compared to the same period in 2019, primarily due to $7.0 million of additional policies purchased in June of 2019 on the lives of existing officers of the Company.
Loan Processing Fee Income. Revenue earned from collection of loan processing fees was $150,000 for the three months ended March 31, 2020 compared to $128,000 for the same period in 2019, an increase of $22,000, or 17.2%. The increase in loan processing fee income is primarily attributable to an increase in volume of newly originated, renewed or extended loans during the period.
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Other Noninterest Income. This category includes a variety of other income producing activities, including mortgage loan origination fees, wire transfer fees, loan administration fees, and other fee income. Other noninterest income increased $262,000, or 44.5%, for the three months ended March 31, 2020 compared to the same period in 2019 due primarily to a large SBA fair value adjustment in the first quarter of 2019 that reduced other noninterest income by $263,000, which was not present in the first quarter of 2020.
Noninterest Expense
Generally, noninterest expense is composed of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships and providing bank services. The largest component of noninterest expense is salaries and employee benefits. Noninterest expense also includes operational expenses, such as occupancy expenses, depreciation and amortization of our facilities and our furniture, fixtures and office equipment, professional and regulatory fees, including FDIC assessments, data processing expenses, and advertising and promotion expenses.
For the three months ended March 31, 2020, noninterest expense totaled $16.4 million, an increase of $937,000, or 6.1%, compared to $15.5 million for the three months ended March 31, 2019. The following table presents, for the periods indicated, the major categories of noninterest expense:
480
Non-staff expenses:
333
349
Software and technology
939
157
FDIC insurance assessment fees
195
33
162
Legal and professional fees
519
626
(107
Advertising and promotions
433
385
48
Telecommunication expense
180
ATM and debit card expense
418
278
140
Director and committee fees
219
239
(20
Other noninterest expense
1,228
1,167
937
Material changes in the components of noninterest expense are discussed below.
Employee Compensation and Benefits. Salaries and employee benefits are the largest component of noninterest expense and include payroll expense, the cost of incentive compensation, benefit plans, health insurance and payroll taxes. Salaries and employee benefits were $9.5 million for the three months ended March 31, 2020, an increase of $480,000, or 5.3%, compared to $9.0 million for the same period in 2019. The increase resulted from annual salary increases and from the addition of six full time equivalent employees, from 463 as of March 31, 2019 to 469 as of March 31, 2020, which were added to support operational growth.
Software and Technology Fees. Software and technology fees consist of fees paid to third parties for support of software and technology products. Software support expense was $939,000 for the three months ended March 31, 2020, compared to $782,000 for the same period in 2019, an increase of $157,000, or 20.1%. The increase is attributable primarily to new software investments to improve online deposit account opening, further enhance treasury management capabilities and improve connectivity to support remote working and other technology capabilities.
FDIC Insurance Assessment Fees. FDIC insurance assessment fees were $195,000 for the three months ended March 31, 2020, an increase of $162,000, or 490.9%, from the three months ended March 31, 2019. The increase resulted from an FDIC assessment credit of $534,000 that was received in January 2019, which was fully realized during the prior year.
Legal and Professional Fees. Legal and professional fees, which include audit, loan review and regulatory assessments, were $519,000 for the three months ended March 31, 2020, a decrease of $107,000, or 17.1%, compared
50.
to $626,000 for the same period in 2019. The decrease was primarily the result of professional recruiting fees paid during the quarter ended March 31, 2019 that were not paid during the first quarter of 2020.
ATM and Debit Card Expense. We pay processing fees related to the activity of our customers’ ATM and debit card usage. ATM and debit card expenses were $418,000 for the three months ended March 31, 2020, an increase of $140,000, or 50.4%, compared to $278,000 for the same period in 2019 as a result of increased ATM and debit card usage by our customers.
Income Tax Expense
The amount of income tax expense we incur is influenced by the amounts of our pre-tax income, tax-exempt income and nondeductible expenses. Deferred tax assets and liabilities are reflected at current income tax rates in effect for the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
For the three months ended March 31, 2020 and 2019, income tax expense totaled $1.4 million and $1.2 million, respectively. The increase in income tax expense was primarily due to an increase in net earnings before taxes of $1.2 million. Our effective tax rates for the three months ended 2020 and 2019 were 18.71% and 18.19%, respectively.
Discussion and Analysis of Financial Condition as of March 31, 2020
Our total assets increased $72.5 million, or 3.13%, from $2.32 billion as of December 31, 2019 to $2.39 billion as of March 31, 2020. Our asset growth was primarily due to increases in total loans of $12.0 million, cash and cash equivalents of $56.2 million and investment securities of $8.8 million. These increases were partially offset by a reduction in other assets of $0.4 million.
Loan Portfolio
Our primary source of income is derived through interest earned on loans to small- to medium-sized businesses, commercial companies, professionals and individuals located in our primary market areas. A substantial portion of our loan portfolio consists of commercial and industrial loans and real estate loans secured by commercial real estate properties located in our primary market areas. Our loan portfolio represents the highest yielding component of our earning asset base.
Our loan portfolio is the largest category of our earning assets. As of March 31, 2020, total loans were $1.72 billion, an increase of $12.0 million, or 0.7%, from the December 31, 2019 balance of $1.71 billion. In addition to these amounts, $4.0 million and $2.4 million in loans were classified as held for sale as of March 31, 2020 and December 31, 2019, respectively.
51.
Total loans, excluding those held for sale, as a percentage of deposits, were 85.9% and 87.2% as of March 31, 2020 and December 31, 2019, respectively. Total loans, excluding those held for sale, as a percentage of total assets, were 71.9% and 73.6% as of March 31, 2020 and December 31, 2019, respectively.
The following table summarizes our loan portfolio by type of loan and dollar change and percentage change from December 31, 2019 to March 31, 2020:
As of
Dollar
Change
Percent
17,580
6.29
(16,525
(5.89
)%
17,523
3.09
21,159
36.81
(11,561
(2.80
(16,949
(45.34
Consumer and overdrafts
(0.42
955
5.20
Total loans held for investment
11,958
0.70
Total loans held for sale
1,656
69.93
Nonperforming Assets
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. In general, we place loans on nonaccrual status when they become 90 days past due. We also place loans on nonaccrual status if they are less than 90 days past due if the collection of principal or interest is in doubt. When interest accrual is discontinued, all unpaid accrued interest is reversed from income. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are, in management’s opinion, reasonably assured.
We believe our conservative lending approach and focused management of nonperforming assets has resulted in sound asset quality and timely resolution of problem assets. We have several procedures in place to assist us in maintaining the overall quality of our loan portfolio. We have established underwriting guidelines to be followed by our bankers, and we also monitor our delinquency levels for any negative or adverse trends. There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.
We had $17.3 million in nonperforming assets as of March 31, 2020, compared to $12.3 million as of December 31, 2019. We had $16.4 million in nonperforming loans as of March 31, 2020, compared to $11.3 million as of December 31, 2019. The increase in nonperforming loans and assets resulted primarily from one SBA 7(a), partially guaranteed (75%) loan and one commercial loan, both of which were acquired in our June 2018 acquisition of Westbound Bank. To facilitate the workout of the SBA loan, we repurchased the guaranteed portion of the loan from a third party, resulting in an increased book balance of $3.1 million and a total book balance, which remains 75% SBA guaranteed, of $3.9 million. The increased book balance from the SBA loan of $3.1 million, combined with the commercial loan book balance of $1.2 million, comprises $4.3 million of the increase from December 31, 2019. Three SBA partially guaranteed loans relating to loans acquired from Westbound Bank, including the $3.1 million repurchased portion, are included in nonaccrual loans at March 31, 2020 and had combined book balances of $8.7 million. Management continues efforts with these borrowers to achieve a return to full performing status; however, all three loans are collateralized by hospitality-focused properties and have been heavily impacted by the COVID-19 crisis, thus limiting available workout options at this time. Excluding these partially guaranteed SBA loans, non-performing assets as a percentage of total loans at March 31, 2020 would be 0.49%.
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The following table presents information regarding nonperforming assets and loans as of:
Nonaccrual loans
16,232
11,262
Accruing loans 90 or more days past due
Total nonperforming loans
16,382
Other real estate owned:
Commercial real estate, construction and development, and farmland
105
Residential real estate
498
Total other real estate owned
Repossessed assets owned
292
392
Total other assets owned
897
995
Total nonperforming assets
17,279
12,257
TDR loans - nonaccrual
TDR loans - accruing
Ratio of nonperforming loans to total loans(1)(2)
0.95
0.66
Ratio of nonperforming assets to total assets
0.72
0.53
(1) Excludes loans held for sale of $4.0 million and $2.4 million as of March 31, 2020 and December 31, 2019, respectively.
(2) Restructured loans on nonaccrual are included in nonaccrual loans, which are a component of nonperforming loans.
The following table presents nonaccrual loans by category as of:
6,860
182
279
Potential Problem Loans
From a credit risk standpoint, we classify loans in one of five risk ratings: pass, special mention, substandard, doubtful or loss. Within the pass rating, we classify loans into one of the following five subcategories based on perceived credit risk, including repayment capacity and collateral security: superior, excellent, good, acceptable and acceptable/watch. The classifications of loans reflect a judgment about the risks of default and loss associated with the loan. We review the ratings on credits monthly. Ratings are adjusted to reflect the degree of risk and loss that is believed to be inherent in each credit as of each monthly reporting period. Our methodology is structured so that specific ACL allocations are increased in accordance with deterioration in credit quality (and a corresponding increase in risk and loss) or decreased in accordance with improvement in credit quality (and a corresponding decrease in risk and loss).
Credits rated special mention show clear signs of financial weaknesses or deterioration in creditworthiness; however, such concerns are not so pronounced that we generally expect to experience significant loss within the short-term. Such credits typically maintain the ability to perform within standard credit terms and credit exposure is not as prominent as credits with a lower rating.
Credits rated substandard are those in which the normal repayment of principal and interest may be, or has been, jeopardized by reason of adverse trends or developments of a financial, managerial, economic or political nature, or important weaknesses which exist in collateral. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed.
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Credits rated as doubtful have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full questionable and there is a high probability of loss based on currently existing facts, conditions and values.
Credits rated as loss are charged-off. We have no expectation of the recovery of any payments in respect of credits rated as loss.
Modified loans that avoided TDR status are not currently required to pay, or are paying with interest only, but they are nevertheless considered performing so long as they are compliant with the terms of their modifications. They will be evaluated for classification, but the existence of a loan modification in accordance with CARES Act does not necessarily results in a classification.
The following tables summarize the internal ratings of our loans as of:
Special Mention
Doubtful
Loss
1,689,377
496
12,248
Special
Mention
Allowance for Credit Losses
We maintain an allowance for credit losses (“ACL”) that represents management’s best estimate of the appropriate level of losses and risks inherent in our applicable financial assets under the current expected credit loss model. The amount of the allowance for credit losses should not be interpreted as an indication that charge-offs in future periods will necessarily occur in those amounts, or at all. The determination of the amount of allowance involves a high degree of judgement and subjectivity. Refer to Note 1 of the notes to the financial statements for discussion regarding our ACL methodologies for loans held for investment and available for sale securities.
For available for sale debt securities in an unrealized loss position, the Company evaluates the securities at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the balance sheet,
54.
limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings through provision for credit loss expense. Upon adoption of ASC 326 on January 1, 2020, and as of March 31, 2020, the Company determined that all impaired available for sale securities that experienced a decline in fair value below the amortized costs basis were due to non-credit related factors, therefore no ACL was recorded and there was no provision expense recognized during the three months ended March 31, 2020.
In determining the ACL for loans held for investment, we primarily estimate losses on segments of loans with similar risk characteristics and where the potential loss can be identified and reasonably determined. For loans that do not share similar risk characteristics with our existing segments, they are evaluated individually for an ACL. Our portfolio is segmented by regulatory call report codes, with additional segments for warehouse mortgage loans, SBA loans acquired from Westbound Bank, and SBA loans originated by us. The segments are further disaggregated by internally assigned risk rating classifications. The balance of the ACL is determined using the current expected credit loss model, which considers historical loan loss rates, changes in the nature of our loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and reasonable and supportable forecasts of the impact of future economic conditions on loan loss rates. Please see “Critical Accounting Policies-Allowance for Credit Losses.”
In connection with the review of our loan portfolio, we consider risk elements attributable to particular loan types or categories in assessing the quality of individual loans. Some of the risk elements we consider include:
for commercial and industrial loans, the debt service coverage ratio (income from the business in excess of operating expenses compared to loan repayment requirements), the operating results of the commercial, industrial or professional enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category and the value, nature and marketability of collateral;
for commercial mortgage loans and multifamily residential loans, the debt service coverage ratio, operating results of the owner in the case of owner occupied properties, the loan to value ratio, the age and condition of the collateral and the volatility of income, property value and future operating results typical of properties of that type;
for 1-4 family residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt to income ratio and employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral; and
for construction and development loans, the perceived feasibility of the project including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, experience and ability of the developer and loan to value ratio.
As of March 31, 2020, the allowance for credit losses totaled $21.9 million, or 1.28%, of total loans, excluding those held for sale. As of December 31, 2019, the allowance for loan losses totaled $16.2 million, or 0.95%, of total loans, excluding those held for sale. The increase in the ACL of $5.7 million, or 35.5%, is due to the impact of adopting ASC 326 on January 1, 2020 of $4.5 million and provision for credit losses in the first quarter of 2020 of $1.4 million. The provision for credit losses was impacted partially by our loan growth of $12.0 million, as well as provision that is specifically the result of COVID-19 developments through March 31, 2020.
55.
The following table presents, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data:
As of and for the Three Months Ended March 31,
As of and
for the Year Ended
Average loans outstanding(1)
1,689,108
Gross loans outstanding at end of period(2)
1,655,703
Allowance for credit losses at beginning of the period
Charge offs:
86
59
Agriculture
Total charge-offs
453
Recoveries:
Total recoveries
Net charge-offs (recoveries)
202
36
(301
Allowance for credit losses at end of period
Ratio of allowance to end of period loans(2)
1.28
0.92
Ratio of net (recoveries) charge-offs to average loans(1)
0.01
0.00
(0.02
%)
(1) Includes average outstanding balances of loans held for sale of $2.4 million, $1.3 million and $2.7 million for the three months ended March 31, 2020 and 2019, and for the year ended December 31, 2019, respectively.
(2) Excludes loans held for sale of $4.0 million, $1.2 million and $2.4 million for the three months ended March 31, 2020 and 2019, and for the year ended December 31, 2019, respectively.
The ratio of allowance for credit losses to non-performing loans decreased from 143.9% at December 31, 2019 to 134.0% at March 31, 2020. Non-performing loans increased to $16.4 million at March 31, 2020, compared to $11.3 million at December 31, 2019, as described in the preceding Nonperforming Assets section of Management’s Discussion and Analysis. The total balance of non-performing loans includes three SBA partially guaranteed loans with combined book balances of $8.7 million as of March 31, 2020 that were acquired from Westbound Bank in June 2018.
Although we believe that we have established our allowance for credit losses in accordance with GAAP and that the allowance for credit losses was adequate to provide for known and inherent losses in the portfolio at all times shown above, future provisions for credit losses will be subject to ongoing evaluations of the risks in our loan portfolio. If our primary market areas experience economic declines, if asset quality deteriorates or if we are successful in growing the size of our loan portfolio, our allowance could become inadequate and material additional provisions for credit losses could be required.
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The following table shows the allocation of the allowance for credit losses among loan categories and certain other information as of the dates indicated. The allocation of the allowance for credit losses as shown in the table should neither be interpreted as an indication of future charge-offs, nor as an indication that charge-offs in future periods will necessarily occur in these amounts or in the indicated proportions. The total allowance is available to absorb losses from any loan category.
Percent to
Total Loans
13.32
12.69
11.75
14.68
44.47
42.30
3.61
3.52
18.94
19.29
0.86
2.52
Total real estate
17,476
79.63
13,335
82.31
696
3.17
614
3.79
Unallocated COVID-19 reserve
2.60
Total allowance for credit losses
100.00
We use our securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk, meet collateral requirements and meet regulatory capital requirements. As of March 31, 2020, the carrying amount of our investment securities totaled $377.1 million, an increase of $8.9 million, or 2.4%, compared to $368.2 million as of December 31, 2019. Investment securities represented 15.8% and 15.9% of total assets as of March 31, 2020 and December 31, 2019, respectively.
Our investment portfolio consists of securities classified as available for sale. During the first quarter of 2020, we transferred all of our investment securities classified as held-to-maturity to available-for-sale in order to provide maximum flexibility to address liquidity and capital needs that may result from COVID-19. We believe these transfers are allowable under existing GAAP due to the isolated, non-recurring and usual events resulting from the pandemic.
As of March 31, 2020, securities available for sale totaled $377.1 million, which includes the transfer of securities from our held to maturity portfolio, as well as purchases of municipal securities during the first quarter of 2020 at a cost of $19.6 million. As of December 31, 2019, securities available for sale and securities held to maturity totaled $212.7 million and $155.5 million, respectively. Held to maturity securities represented 42.2% of our investment portfolio as of December 31, 2019. The carrying values of our investment securities classified as available for sale are adjusted for unrealized gain or loss, and any gain or loss is reported on an after-tax basis as a component of other comprehensive income in shareholders’ equity. As of March 31, 2020, the Company determined that all impaired available for sale securities experienced a decline in fair value below their amortized cost basis due to noncredit-related factors, therefore the Company carried no ACL with respect to our securities portfolio at March 31, 2020.
The following tables summarize the amortized cost and estimated fair value of our investment securities:
Amortized Cost
57.
155,196
5,286
160,471
98,332
748
98,732
92,475
1,256
93,714
365,670
7,882
376
373,176
We do not hold any Fannie Mae or Freddie Mac preferred stock, collateralized debt obligations, structured investment vehicles or second lien elements in our investment portfolio. As of March 31, 2020 and December 31, 2019, our investment portfolio did not contain any securities that are directly backed by subprime or Alt-A mortgages, non-U.S. agency mortgage-backed securities or corporate collateralized mortgage obligations.
Prior to adoption of ASC 326, management evaluated securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions warranted such an evaluation. As of December 31, 2019, no OTTI was recorded.
The following tables sets forth the fair value of available for sale securities and the amortized cost of held to maturity securities and, maturities and approximated weighted average yield based on estimated annual income divided by the average amortized cost of our securities portfolio as of the dates indicated. The contractual maturity of a mortgage-backed security is the date at which the last underlying mortgage matures.
Within One Year
After One Year but
Within Five Years
After Five Years but
Within Ten Years
After Ten Years
Yield
1,001
2.81
17,605
2.96
1,083
5.30
3.08
4,114
3.02
34,118
3.12
51,723
3.36
3.16
63,389
2.55
33,031
2.49
2.53
1,556
3.44
85,848
6,671
200,960
2.74
85,837
3.05
2.91
1,018
2.79
12,496
2.87
6,745
3.47
3.07
2,189
3.10
31,497
39,951
3.40
82,127
155,764
3.14
55,974
2.45
42,573
2.67
98,547
1,652
91,952
2.70
93,604
2.72
4,859
3.15
191,919
89,269
368,174
The contractual maturity of mortgage-backed securities and collateralized mortgage obligations is not a reliable indicator of their expected life because borrowers have the right to prepay their obligations at any time. Mortgage-backed securities and collateralized mortgage obligations are typically issued with stated principal amounts and are backed by pools of mortgage loans and other loans with varying maturities. The term of the underlying mortgages and loans may vary significantly due to the ability of a borrower to prepay. Monthly pay downs on mortgage-backed securities typically cause the average life of the securities to be much different than the stated contractual maturity. During a period of increasing interest rates, fixed rate mortgage-backed securities do not tend to experience heavy prepayments of principal, and, consequently, the average life of this security is typically lengthened. If interest rates begin to fall, prepayments may increase, thereby shortening the estimated life of this security. The weighted average life of our investment portfolio was 6.41 years with an estimated effective duration of 3.59 years as of March 31, 2020.
As of March 31, 2020 and December 31, 2019, respectively, we did not own securities of any one issuer, other than the U.S. government and its agencies, for which aggregate adjusted cost exceeded 10.0% of the consolidated shareholders’ equity.
58.
The average yield of our securities portfolio was 2.91% as of March 31, 2020, up from 2.87% as of December 31, 2019. The improvement in average yields resulted primarily from an increase in municipal securities yields from 3.14% as of December 31, 2019 to 3.21% as of March 31, 2020. As of March 31, 2020, municipal securities and mortgage backed securities comprised 46.0% and 25.6% of the portfolio, respectively. As of December 31, 2019, municipal securities and mortgage backed securities comprised 42.3% and 26.8% of the portfolio, respectively.
We offer a variety of deposit products, which have a wide range of interest rates and terms, including demand, savings, money market and time accounts. We rely primarily on competitive pricing policies, convenient locations and personalized service to attract and retain these deposits.
Total deposits as of March 31, 2020 were $2.00 billion, an increase of $43.6 million, or 2.2%, compared to $1.96 billion as of December 31, 2019.
The following table presents the average balances on deposits for the periods indicated:
Dollar Change
Percent Change
NOW and interest-bearing demand accounts
276,121
264,483
11,638
4.40
Savings accounts
75,078
71,940
3,138
4.36
Money market accounts
611,861
609,741
2,120
0.35
Certificates and other time deposits
512,447
514,051
(1,604
(0.31
Total interest-bearing deposits
1,460,215
15,292
1.05
Noninterest-bearing demand accounts
500,895
23,368
4.67
1,999,770
1,961,110
38,660
1.97
The aggregate amount of certificates and other time deposits in denominations of $100,000 or more as of March 31, 2020 and December 31, 2019 was $375.9 million and $387.5 million, respectively.
The scheduled maturities of certificates and other time deposits greater than $100,000 were as follows:
Weighted Average
Interest Rate
Under 3 months
89,573
2.23
3 to 6 months
116,370
2.32
6 to 12 months
116,367
12 to 24 months
34,391
1.74
24 to 36 months
10,592
36 to 48 months
6,742
Over 48 months
1,882
1.95
375,917
2.03
Borrowings
We utilize short-term and long-term borrowings to supplement deposits to fund our lending and investment activities, each of which is discussed below.
59.
Federal Home Loan Bank (FHLB) Advances. The FHLB allows us to borrow on a blanket floating lien status collateralized by certain securities and loans. As of March 31, 2020 and December 31, 2019, total borrowing capacity of $529.4 million and $560.6 million, respectively, was available under this arrangement. Our outstanding FHLB advances mature within 4 years. As of March 31, 2020, approximately $1.36 billion in real estate loans were pledged as collateral for our FHLB borrowings. We utilize these borrowings to meet liquidity needs and to fund certain fixed rate loans in our portfolio. The following table presents our FHLB borrowings by maturity and weighted average rate as of March 31, 2020:
Less than 90 days
0.59
90 days to less than one year
One to three years
3,114
1.91
After three to five years
After five years
0.77
Federal Reserve Bank of Dallas. The Federal Reserve Bank of Dallas has an available borrower in custody arrangement, which allows us to borrow on a collateralized basis. Certain commercial and industrial and consumer loans are pledged under this arrangement. We maintain this borrowing arrangement to meet liquidity needs pursuant to our contingency funding plan. As of March 31, 2020 and December 31, 2019, $190.5 million and $178.7 million, respectively, were available under this arrangement. As of March 31, 2020 and December 31, 2019, approximately $244.0 million and $178.7 million, respectively, in consumer and commercial and industrial loans were pledged as collateral. As of March 31, 2020 and December 31, 2019, no borrowings were outstanding under this arrangement.
Trust Preferred Securities and Other Debentures. We have issued subordinated debentures relating to the issuance of trust preferred securities. In October 2002, we formed Guaranty (TX) Capital Trust II, which issued $3.0 million in trust preferred securities to a third party in a private placement. Concurrent with the issuance of the trust preferred securities, the trust issued common securities to the Company in the aggregate liquidation value of $93,000. The trust invested the total proceeds from the sale of the trust preferred securities and the common securities in $3.1 million of the Company’s junior subordinated debentures, which will mature on October 30, 2032. In July 2006, we formed Guaranty (TX) Capital Trust III, which issued $2.0 million in trust preferred securities to a third party in a private placement. Concurrent with the issuance of the trust preferred securities, the trust issued common securities to the Company in the aggregate liquidation value of $62,000. The trust invested the total proceeds from the sale of the trust preferred securities and the common securities in $2.1 million of the Company’s junior subordinated debentures, which will mature on October 1, 2036. In March 2015, we acquired DCB Trust I, which issued $5.0 million in trust preferred securities to a third party in a private placement. Concurrent with the issuance of the trust preferred securities, the trust issued common securities to the Company in the aggregate liquidation value of $155,000. The trust invested the total proceeds from the sale of the trust preferred securities and the common securities in $5.2 million of the Company’s junior subordinated debentures, which will mature on June 15, 2037.
With certain exceptions, the amount of the principal and any accrued and unpaid interest on the debentures are subordinated in right of payment to the prior payment in full of all of our senior indebtedness. The terms of the debentures are such that they qualify as Tier 1 capital under the Federal Reserve’s regulatory capital guidelines applicable to bank holding companies. Interest on Trust II Debentures is payable at a variable rate per annum, reset quarterly, equal to 3-month LIBOR plus 3.35%, thereafter. Interest on the Trust III Debentures was payable at a fixed rate per annum equal to 7.43% until October 1, 2016 and is a variable rate per annum, reset quarterly, equal to 3-month LIBOR plus 1.67%, thereafter. Interest on the DCB Trust I Debentures is payable at a variable rate per annum, reset quarterly, equal to 3-month LIBOR plus 1.80%. The interest is deferrable on a cumulative basis for up to five consecutive years following a suspension of dividend payments on all other capital stock. No principal payments are due until maturity for each of the debentures.
On any interest payment date on or after (1) June 15, 2012 for the DCB Trust I Debentures, (2) October 30, 2012 for the Trust II Debentures and (3) October 1, 2016 for the Trust III Debentures, and before their respective maturity dates, the debentures are redeemable, in whole or in part, for cash at our option on at least 30, but not more than 60, days’ notice at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption.
60.
In December 2015, the Company issued $5.0 million in debentures, of which $2.5 million were issued to directors and other related parties. As of December 31, 2019 $4.5 million of the debentures had been repaid. The remaining $500,000 debenture was issued at par value of $500,000 with a rate of 5.00% and maturity date of July 1, 2020. At the Company’s option, and with 30 days advanced notice to the holder, the entire principal amount and all accrued interest may be paid to the holder on or before the due date of any debenture. The redemption price is equal to 100% of the face amount of the debenture redeemed, plus all accrued interest.
On May 1, 2020, the Company issued $10.0 million in debentures to directors and other related parties. The debentures have stated maturity dates between November 1, 2020 and November 1, 2024, and bear interest at fixed annual rates between 1.00% and 4.00%. The Company will pay interest semi-annually on May 1st and November 1st in arrears during the term of the debentures. The debentures are redeemable by the Company at its option, in whole in or part, at any time on or before the due date of any debenture. The redemption price is equal to 100% of the face amount of the debenture redeemed, plus all accrued but unpaid interest.
Other Borrowings. We have historically used a line of credit with a correspondent bank as a source of funding for working capital needs, the payment of dividends when there is a temporary timing difference in cash flows, and repurchases of equity securities. In March 2017, we entered into an unsecured revolving line of credit for $25.0 million, and in March 2020, we renewed that line of credit. The line of credit bears interest at the prime rate, with quarterly interest payments, and matures in March 2021. As of March 31, 2020, there was a $20.0 million outstanding balance on the line of credit.
Liquidity and Capital Resources
Liquidity
Liquidity involves our ability to raise funds to support asset growth and acquisitions or reduce assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to operate on an ongoing basis and manage unexpected events, such as COVID-19. For the three months ended March 31, 2020 and the year ended December 31, 2019, liquidity needs were primarily met by core deposits, security and loan maturities and amortizing investment and loan portfolios. Although access to purchased funds from correspondent banks and overnight or longer term advances from the FHLB and the Federal Reserve Bank of Dallas are available, and have been utilized on occasion to take advantage of investment opportunities, we do not generally rely on these external funding sources. As of March 31, 2020 and December 31, 2019, we maintained three federal funds lines of credit with commercial banks that provide for the availability to borrow up to an aggregate $55.0 million in federal funds. There were no funds under these lines of credit outstanding as of March 31, 2020 and December 31, 2019. In addition to these federal funds lines of credit, our $25.0 million revolving line of credit discussed above in Other Borrowings provides an additional source of liquidity.
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Subsequent to March 31, 2020, and to provide additional liquidity for the SBA Paycheck Protection Program, we obtained a six-month advance of $100.0 million from the FHLB at a fixed interest rate of 0.25%, maturing October 13, 2020 and with no prepayment penalty. As of May 4, 2020, we have SBA approved loans of approximately $209.6 million under the program and expect the duration of these loans, many of which are expected to be forgiven, to be less than 6 months.
The following table illustrates, during the periods presented, the composition of our funding sources and the average assets in which those funds are invested as a percentage of average total assets for the period indicated. Average assets were $2.33 billion for the three months ended March 31, 2020 and $2.32 billion for the year ended December 31, 2019.
Sources of Funds:
Deposits:
22.54
21.60
63.45
62.97
Advances from FHLB
1.00
2.50
0.15
0.46
0.51
0.47
0.93
1.02
10.93
Uses of Funds:
72.27
72.16
9.47
9.89
6.21
6.86
0.49
2.99
1.89
3.25
Other noninterest-earning assets
6.39
Average noninterest-bearing deposits to average deposits
26.22
25.54
Average loans to average deposits
85.09
86.13
Our primary source of funds is deposits, and our primary use of funds is loans. We do not expect a change in the primary source or use of our funds in the foreseeable future. Our average loans, including average loans held for sale, increased $49.9 million, or 3.0%, for the three months ended March 31, 2020 compared to the same period in 2019. We predominantly invest excess deposits in overnight deposits with our correspondent banks, federal funds sold, securities, interest-bearing deposits at other banks or other short-term liquid investments until needed to fund loan growth.
As of March 31, 2020, we had $411.1 million in outstanding commitments to extend credit and $8.5 million in commitments associated with outstanding standby and commercial letters of credit. As of December 31, 2019, we had $440.7 million in outstanding commitments to extend credit and $9.1 million in commitments associated with outstanding standby and commercial letters of credit. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the total outstanding may not necessarily reflect the actual future cash funding requirements.
As of March 31, 2020 and December 31, 2019, we had no exposure to future cash requirements associated with known uncertainties or capital expenditures of a material nature. As of March 31, 2020, we had cash and cash equivalents of $146.9 million, compared to $90.7 million as of December 31, 2019. The increase was primarily due to an increase in federal funds sold of $36.0 million and an increase in interest-bearing deposits of $40.7 million.
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Capital Resources
Total shareholders’ equity decreased to $253.6 million as of March 31, 2020, compared to $261.6 million as of December 31, 2019, a decrease of $7.9 million, or 3.0%. The decrease from December 31, 2019 was primarily the result the repurchase of common stock through the Company’s share buyback program for the three months ended March 31, 2020.
Capital management consists of providing equity and other instruments that qualify as regulatory capital to support current and future operations. Banking regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets they hold. We are subject to certain regulatory capital requirements at the bank holding company and bank levels. As of March 31, 2020 and December 31, 2019, we were in compliance with all applicable regulatory capital requirements at the bank and bank holding company levels, and the Bank was classified as “well capitalized,” for purposes of the prompt corrective action regulations. As we deploy our capital and learn more about the economic impacts of COVID-19, our regulatory capital levels may decrease depending on our level of earnings and provisions for credit losses. However, we expect to closely monitor our loan portfolio, operating expenses and overall capital levels in order to remain in compliance with all regulatory capital standards applicable to us.
The following table presents our regulatory capital ratios as of:
Guaranty Bancshares, Inc.
Total capital (to risk weighted assets)
12.65
13.29
Tier 1 capital (to risk weighted assets)
11.53
12.44
Tier 1 capital (to average assets)
9.97
10.29
Common equity tier 1 risk-based capital
11.01
11.90
Guaranty Bank & Trust, N.A.
13.62
13.07
12.50
12.22
10.80
10.11
Contractual Obligations
The following table summarizes contractual obligations and other commitments to make future payments as of March 31, 2020 (other than non-time deposit obligations), which consist of future cash payments associated with our contractual obligations.
1 year
or less
More than 1
year but less
than 3 years
3 years or
more but less
than 5 years
5 years
or more
Time deposits
425,153
62,879
14,865
502,897
467
10,582
487,211
66,460
21,143
20,892
595,706
Off-Balance Sheet Items
In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our
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customers. These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in our consolidated balance sheets.
Our commitments associated with outstanding standby and commercial letters of credit and commitments to extend credit expiring by period as of March 31, 2020 are summarized below. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.
More than
1 year but
less than
3 years
more but
Standby and commercial letters of credit
2,786
2,239
380
3,058
252,314
62,016
32,735
64,022
255,100
64,255
33,115
67,080
419,550
Standby and commercial letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. In the event of nonperformance by the customer, we have rights to the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and/or marketable securities. Our credit risk associated with issuing letters of credit is essentially the same as the risk involved in extending loan facilities to our customers. Management evaluated the likelihood of funding the standby and commercial letters of credit as of January 1, 2020, the adoption date of ASC 326, and as of March 31, 2020, and determined the likelihood to be improbable. Therefore, no ACL was recorded for standby and commercial letters of credit as of March 31, 2020.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being fully drawn upon, the total commitment amounts disclosed above do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by us, upon extension of credit, is based on management’s credit evaluation of the customer.
Loan agreements executed in connection with construction loans and commercial lines of credit have standard conditions which must be met prior to the Company being required to provide additional funding, including conditions precedent that typically include: (i) no event of default or potential default has occurred; (ii) that no material adverse events have taken place that would materially affect the borrower or the value of the collateral, (iii) that the borrower remains in compliance with all loan obligations and covenants and has made no misrepresentations; (iv) that the collateral has not been damaged or impaired; (v) that the project remains on budget and in compliance with all laws and regulations; and (vi) that all management agreements, lease agreements and franchise agreements that affect the value of the collateral remain in force. If the conditions precedent have not been met, the Company retains the option to cease current draws and/or future funding. As a result of these conditions within our loan agreements, management believes the credit risk of these off balance sheet items is minimal and we recorded no ACL with respect to these loan agreements upon adoption of ASC 326 or as of March 31, 2020.
Interest Rate Sensitivity and Market Risk
As a financial institution, our primary component of market risk is interest rate volatility. Our asset liability and funds management policy provides management with the guidelines for effective funds management, and we have established a measurement system for monitoring our net interest rate sensitivity position. We have historically managed our sensitivity position within our established guidelines.
Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.
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We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. We do not enter into instruments such as leveraged derivatives, financial options, financial future contracts or forward delivery contracts for the purpose of reducing interest rate risk. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.
Our exposure to interest rate risk is managed by the asset-liability committee of the Bank, in accordance with policies approved by its board of directors. The committee formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the committee considers the impact on earnings and capital on the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities and an interest rate shock simulation model.
We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model as are prepayment assumptions, maturity data and call options within the investment portfolio. Average life of non-maturity deposit accounts are based on standard regulatory decay assumptions and are incorporated into the model. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.
On a quarterly basis, we run two simulation models including a static balance sheet and dynamic growth balance sheet. These models test the impact on net interest income and fair value of equity from changes in market interest rates under various scenarios. Under the static and dynamic growth models, rates are shocked instantaneously and ramped rate changes over a twelve-month horizon based upon parallel and non-parallel yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulation involves analysis of interest income and expense under various changes in the shape of the yield curve. Our internal policy regarding internal rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net income at risk for the subsequent one-year period should not decline by more than 15.0% for a 100 basis point shift, 20.0% for a 200 basis point shift and 30.0% for a 300 basis point shift.
The following table summarizes the simulated change in net interest income and fair value of equity over a 12-month horizon as of:
Change in Interest Rates (Basis Points)
in Net Interest
Income
in Fair Value
of Equity
+300
0.79
(10.17
0.25
(0.85
+200
(0.09
(5.97
0.30
1.17
+100
(0.28
(2.77
0.14
Base
-100
(0.83
2.77
(1.78
(7.11
The results are primarily due to behavior of demand, money market and savings deposits during such rate fluctuations. We have found that, historically, interest rates on these deposits change more slowly than changes in the discount and federal funds rates. This assumption is incorporated into the simulation model and is generally not fully reflected in a gap analysis. The assumptions incorporated into the model are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various strategies.
Impact of Inflation
Our consolidated financial statements and related notes included elsewhere in this Report have been prepared in accordance with GAAP. GAAP requires the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or deflation.
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Unlike many industrial companies, substantially all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and services. However, other operating expenses do reflect general levels of inflation.
Non-GAAP Financial Measures
Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional financial measures discussed in this Report as being non-GAAP financial measures. We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.
The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Report may differ from that of other companies reporting measures with similar names. It is important to understand how other banking organizations calculate their financial measures with names similar to the non-GAAP financial measures we have discussed in this Report when comparing such non-GAAP financial measures.
Tangible Book Value Per Common Share. Tangible book value per common share is a non-GAAP measure generally used by investors, financial analysts and investment bankers to evaluate financial institutions. We calculate (1) tangible common equity as total shareholders’ equity, less goodwill, core deposit intangibles and other intangible assets, net of accumulated amortization, and (2) tangible book value per common share as tangible common equity divided by shares of common stock outstanding. The most directly comparable GAAP financial measure for tangible book value per common share is book value per common share.
We believe that the tangible book value per common share measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.
The following table reconciles, as of the dates set forth below, total shareholders’ equity to tangible common equity and presents tangible book value per common share compared to book value per common share:
As of March 31,
As of December 31,
Tangible Common Equity
Total shareholders’ equity
Adjustments:
(32,160
(3,639
(4,493
(3,853
Total tangible common equity
217,847
213,657
225,538
Common shares outstanding(1)
11,128,556
11,803,786
11,547,443
Book value per common share
22.79
21.21
22.65
Tangible book value per common share
19.58
18.10
19.53
(1) Excludes the dilutive effect, if any, of 0, 66,202 and 43,492 shares of common stock issuable upon exercise of outstanding stock options as of March 31, 2020, December 31, 2019 and March 31, 2019, respectively.
Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by investors, financial analysts and investment bankers to evaluate financial institutions. We calculate tangible common equity, as described above, and tangible assets as total assets less goodwill, core deposit intangibles and other intangible assets, net of accumulated amortization. The most directly comparable GAAP financial measure for tangible common equity to tangible assets is total common shareholders’ equity to total assets.
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We believe that this measure is important to many investors in the marketplace who are interested in the relative changes from period to period of tangible common equity to tangible assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total shareholders’ equity and assets while not increasing our tangible common equity or tangible assets.
The following table reconciles, as of the dates set forth below, total shareholders’ equity to tangible common equity and total assets to tangible assets:
Tangible Assets
Total tangible assets
2,355,185
2,282,431
Total Shareholders' Equity to Total Assets
10.61
11.28
Tangible Common Equity to Tangible Assets
9.25
9.88
Cautionary Notice Regarding Forward-Looking Statements
This Report, our other filings with the SEC, and other press releases, documents, reports and announcements that we make, issue or publish may contain statements that we believe are “forward-looking statements” within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance, including our future revenues, income, expenses, provision for taxes, effective tax rate, earnings per share and cash flows, our future capital expenditures and dividends, our future financial condition and changes therein, including changes in our loan portfolio and allowance for credit losses, our future capital structure or changes therein, the plan and objectives of management for future operations, our future or proposed acquisitions, the future or expected effect of acquisitions on our operations, results of the operations and financial condition, our future economic performance and the statements of the assumptions underlying any such statement. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:
the impact of COVID-19 on our business, including the impact of the actions taken by federal, state and local governmental authorities in response to COVID-19 (including, without limitation, interest rate policy, restrictions on the operation of businesses, the CARES Act and any other economic stimulus and recovery measures), and the resulting effect of all such items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers;
our ability to prudently manage our growth and execute our strategy;
risks associated with our acquisition and de novo branching strategy;
business and economic conditions generally and in the financial services industry, nationally and within our primary Texas markets;
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concentration of our business within our geographic areas of operation in Texas;
deterioration of our asset quality and higher loan charge-offs;
changes in the value of collateral securing our loans;
inaccuracies in the assumptions and estimate we make in establishing the allowance for credit losses reserve and other estimates;
changes in management personnel and our ability to attract, motivate and retain qualified personnel;
liquidity risks associated with our business;
interest rate risk associated with our business that could decrease net interest income;
our ability to maintain important deposit customer relationships and our reputation;
operational risks associated with our business;
volatility and direction of market interest rates;
change in regulatory requirements to maintain minimum capital levels;
increased competition in the financial services industry, particularly from regional and national institutions;
institution and outcome of litigation and other legal proceeding against us or to which we become subject;
changes in the laws, rules, regulations, interpretations or policies relating to financial institution, accounting, tax, trade, monetary and fiscal matters;
further government intervention in the U.S. financial system;
changes in the scope and cost of FDIC insurance and other coverage;
natural disasters and adverse weather, acts of terrorism (including cyberattacks), an outbreak of hostilities or public health outbreaks (such as COVID-19), or other international or domestic calamities, and other matters beyond our control;
risks that the financial institutions we may acquire or de novo branches we may open will not be integrated successfully, or the integrations may be more time consuming or costly than expected;
technology related changes are difficult to make or are more expensive than expected; and
the other factors that are described under the caption “Risk Factors” or referenced in this report, our Annual Report on Form 10-K for the year ended December 31, 2019, and other risks included in the Company’s filings with the SEC.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company manages market risk, which, as a financial institution is primarily interest rate volatility, through the Asset-Liability Committee of the Bank, in accordance with policies approved by its board of directors. The Company uses an interest rate risk simulation model and shock analysis to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Interest Rate Sensitivity and Market Risk” herein for a discussion of how we manage market risk.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures:
As of the end of the period covered by this Report, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of the end of the period covered by this Report.
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Changes in internal control over financial reporting:
There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is from time to time subject to claims and litigation arising in the ordinary course of business. These claims and litigation may include, among other things, allegations of violation of banking and other applicable regulations, competition law, labor laws and consumer protection laws, as well as claims or litigation relating to intellectual property, securities, breach of contract and tort. The Company intends to defend itself vigorously against any pending or future claims and litigation.
At this time, in the opinion of management, the likelihood is remote that the impact of such proceedings, either individually or in the aggregate, would have a material adverse effect on the Company’s combined results of operations, financial condition or cash flows. However, one or more unfavorable outcomes in any claim or litigation against the Company could have a material adverse effect for the period in which they are resolved. In addition, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may materially adversely affect the Company’s reputation, even if resolved in the Company’s favor.
Item 1A. Risk Factors
In evaluating an investment in the Company’s common stock, investors should consider carefully, among other things, the risk factors previously disclosed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and other risks included in the Company’s filings with the SEC. The Company’s business could be harmed by any of these risks. The trading price of the Company’s common stock could decline due to any of these risks, and you may lose all or part of your investment. There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, with the exception of:
The novel coronavirus disease 2019 (“COVID-19”) pandemic is adversely affecting us and our customers, employees and third-party service providers, and the adverse impacts on our business, financial position, operations and prospects could be significant.
The spread of COVID-19 has created a global public health crisis that has resulted in unprecedented uncertainty, volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States and globally. Governmental responses to the pandemic have included orders closing businesses not deemed essential and directing individuals to restrict their movements, observe social distancing and shelter in place. These actions, together with responses to the pandemic by businesses and individuals, have resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses that have led to loss of revenues and a rapid increase in unemployment, material decreases in oil and gas prices and in business valuations, disrupted global supply chains, market downturns and volatility, changes in consumer behavior related to pandemic fears, related emergency response legislation and an expectation that Federal Reserve policy will maintain a low interest rate environment for the foreseeable future. These changes have a significant adverse effect on the markets in which we conduct our business and the demand for our products and services.
Business and consumer customers of the Bank are experiencing varying degrees of financial distress, which is expected to increase over coming months and will likely adversely affect their ability to timely pay interest and principal on their loans and the value of the collateral securing their obligations. This in turn has influenced the recognition of credit losses in our loan portfolios and has increased our allowance for credit losses, particularly as businesses remain closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses. Disruptions to our customers' businesses could also result in declines in, among other things, wealth management revenue. These developments as a consequence of the pandemic are materially impacting our business and the businesses of our customers and are expected to have a material adverse effect on our financial results for 2020, as evidenced by our first quarter results.
In order to protect the health of our customers and employees, and to comply with applicable government directives, we have modified our business practices, including restricting employee travel, directing employees to work from home insofar as is possible, cancelling in-person meetings and implementing our business continuity plans and protocols to the extent necessary. We may take further such actions that we determine are in the best interest of our employees, customers and communities or as may be required by government order. These actions in response to the COVID-19 pandemic, and similar actions by our vendors and business partners, have not materially impaired our ability to support our employees, conduct our business and serve our customers, but there is no assurance that these actions will be sufficient to successfully mitigate the risks presented by COVID-19 or that our ability to operate will not be materially
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affected going forward. For instance, our business operations may be disrupted if key personnel or significant portions of our employees are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the COVID-19 pandemic. Similarly, if any of our vendors or business partners become unable to continue to provide their products and services, which we rely upon to maintain our day-to-day operations, our ability to serve our customers could be impacted.
COVID-19 does not yet appear to be contained and could affect significantly more households and businesses. Given the ongoing and dynamic nature of the circumstances, it is not possible to accurately predict the extent, severity or duration of these conditions or when normal economic and operating conditions will resume. For this reason, the extent to which the COVID-19 pandemic affects our business, operations and financial condition, as well as our regulatory capital and liquidity ratios and credit ratings, is highly uncertain and unpredictable and depends on, among other things, new information that may emerge concerning the scope, duration and severity of the COVID-19 pandemic and actions taken by governmental authorities and other parties in response to the pandemic. If the pandemic is prolonged, the adverse impact on the markets in which we operate and on our business, operations and financial condition could deepen.
As a result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity and results of operations:
Demand for our products and services may decline, making it difficult to grow assets and income.
If the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income.
Collateral for loans, especially real estate, may decline in value, which could cause credit losses to increase.
Our allowance for credit losses may have to be increased if borrowers experience financial difficulties beyond any applicable modification periods, which will adversely affect our net income.
The net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.
As the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income.
A material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend.
Our trust and wealth management revenues may decline with continuing market turmoil.
A prolonged weakness in economic conditions resulting in a reduction of future projected earnings could result in our recording a valuation allowance against our current outstanding deferred tax assets.
We rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us, and
Federal Deposit Insurance Corporation premiums may increase and the agency experiences additional resolution costs.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In In June 2019, the Company announced the adoption a stock repurchase program that authorized the repurchase of up to 500,000 shares of the Company’s common stock. On March 13, 2020, the Company announced the termination of that stock repurchase program and the adoption of a new stock repurchase program that authorized the repurchase of up to 1,000,000 shares of the Company common stock. The stock repurchase program will be effective until the earlier of March 13, 2022, or the date all shares authorized for repurchase under the program have been repurchased, unless shortened or extended by the board of directors. All repurchases shown in the table below were made pursuant to these stock repurchase programs in open market purchases, privately negotiated transactions or other means.
71.
Period
of Shares
Purchased
Average Price
Paid per
Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Number of
Shares that May Yet Be
Purchased Under the
January, 2020
8,700
30.99
456,330
February, 2020
114,886
30.66
341,444
March, 2020
298,301
23.55
1,043,143
421,887
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
Exhibit
Description of Exhibit
3.1
Amended and Restated Certificate of Formation of Guaranty Bancshares, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed May 1, 2017 (File No. 333-217176)).
3.2
Amended and Restated Bylaws of Guaranty Bancshares, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed April 6, 2017 (File No. 333-217176)).
4.1
Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on April 6, 2017, file number 333-217176).
The other instruments defining the rights of the long-term debt securities of Guaranty Bancshares, Inc. and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. Guaranty Bancshares, Inc. hereby agrees to furnish copies of these instruments to the SEC upon request.
31.1*
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
XBRL Taxonomy Extension Schema Document*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*
______________________________
* Filed with this Quarterly Report on Form 10-Q
** Furnished with this Quarterly Report on Form 10-Q
72.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant)
Date: May 8, 2020
/s/ Tyson T. Abston
Tyson T. Abston
Chairman of the Board & Chief Executive Officer
/s/ Clifton A. Payne
Clifton A. Payne
Chief Financial Officer & Director
73.