10-K
First US Bancshares, Inc. (FUSB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE TRANSITION PERIOD FROM TO .
Commission file number: 0-14549
FIRST US BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 63-0843362 |
|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation or Organization) | (I.R.S. Employer<br><br><br>Identification No.) |
| 3291 U.S. Highway 280<br><br><br>Birmingham, Alabama | 35243 |
| (Address of Principal Executive Offices) | (Zip Code) |
(205) 582-1200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Exchange on Which Registered |
|---|---|---|
| Common Stock, par value $0.01 per share | FUSB | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 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 Act). Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $54,663,304.
As of March 16, 2020, the registrant had outstanding 6,143,286 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the 2020 Annual Meeting of Shareholders to be held on April 30, 2020 are incorporated by reference into Part III of this Annual Report on Form 10-K.
First US Bancshares, Inc.
Annual Report on Form 10-K
for the fiscal year ended
December 31, 2019
Table of Contents
| Part | Item | Caption | Page No. |
|---|---|---|---|
| Forward-Looking Statements | 1 | ||
| PART I | |||
| 1 | Business | 2 | |
| 1A | Risk Factors | 8 | |
| 1B | Unresolved Staff Comments | 16 | |
| 2 | Properties | 16 | |
| 3 | Legal Proceedings | 16 | |
| 4 | Mine Safety Disclosures | 16 | |
| PART II | |||
| 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 17 | |
| 6 | Selected Financial Data | 18 | |
| 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | |
| 7A | Quantitative and Qualitative Disclosures About Market Risk | 39 | |
| 8 | Financial Statements and Supplementary Data | 41 | |
| 9 | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 94 | |
| 9A | Controls and Procedures | 94 | |
| 9B | Other Information | 94 | |
| PART III | |||
| 10 | Directors, Executive Officers and Corporate Governance* | 95 | |
| 11 | Executive Compensation* | 95 | |
| 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters* | 95 | |
| 13 | Certain Relationships and Related Transactions, and Director Independence* | 96 | |
| 14 | Principal Accountant Fees and Services* | 96 | |
| PART IV | |||
| 15 | Exhibits and Financial Statement Schedules | 97 | |
| Signatures | 101 | ||
| * | Portions of the definitive proxy statement for the registrant’s 2020 Annual Meeting of Shareholders to be held on April 30, 2020 are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
| --- | --- |
FORWARD-LOOKING STATEMENTS
Statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). In addition, First US Bancshares, Inc. (“Bancshares” and, together with its subsidiaries, the “Company”), through its senior management, from time to time makes forward-looking statements concerning its expected future operations and performance and other developments. The words “estimate,” “project,” “intend,” “anticipate,” “expect,” “believe,” “continues” and similar expressions are indicative of forward-looking statements. Such forward-looking statements are necessarily estimates reflecting the Company’s best judgment based on current information and involve a number of risks and uncertainties, and various factors could cause results to differ materially from those contemplated by such forward-looking statements. Such factors could include those identified from time to time in the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements, including the risk factors described in this Annual Report on Form 10-K for the year ended December 31, 2019. Specifically, with respect to statements relating to the sufficiency of the allowance for loan and lease losses, loan demand, cash flows, growth and earnings potential and expansion, these factors include, but are not limited to, the rate of growth (or lack thereof) in the economy generally and in the Company’s service areas, market conditions and investment returns, changes in interest rates, the impact of the current outbreak of the novel coronavirus (COVID-19), the pending discontinuation of LIBOR as an interest rate benchmark, the availability of quality loans in the Company’s service areas, the relative strength and weakness in the consumer and commercial credit sectors and in the real estate markets, collateral values and cybersecurity threats. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to revise forward-looking statements to reflect circumstances or events that occur after the dates on which the forward-looking statements are made, except as required by law.
In addition, our business is subject to a number of general and market risks that could affect any forward-looking statements, including the risks discussed under Item 1A herein entitled “Risk Factors.”
| Item 1. | Business. |
|---|
First US Bancshares, Inc., a Delaware corporation (“Bancshares”), is a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHCA”). Bancshares operates one banking subsidiary, First US Bank, an Alabama banking corporation (the “Bank”). Prior to its name change on October 11, 2016, Bancshares was known as United Security Bancshares, Inc.
The Bank conducts a general commercial banking business and offers banking services such as demand, savings, individual retirement account and time deposits, personal and commercial loans, safe deposit box services and remote deposit capture. The Bank operates and serves its customers through 20 full-service banking offices located in Birmingham, Bucksville, Butler, Calera, Centreville, Columbiana, Gilbertown, Grove Hill, Harpersville, Jackson, Thomasville, Tuscaloosa and Woodstock, Alabama; Knoxville and Powell, Tennessee; and Rose Hill and Ewing, Virginia; as well as a loan production offices in Mobile, Alabama and the Chattanooga, Tennessee area.
In August 2017, the Bank opened its newly constructed office complex, known as Pump House Plaza, along U.S. Highway 280 in the Birmingham, Alabama metro area. In October 2017, the Bank relocated its headquarters to the Pump House Plaza location, which now houses a full-service retail office of the Bank and offices for the Bank’s commercial lending and executive leadership teams.
On August 31, 2018, Bancshares completed the acquisition of The Peoples Bank (“TPB”) and then merged TPB with and into the Bank. In accordance with the transaction agreement, Bancshares acquired 100% of the capital stock of TPB for the purchase price of $23.4 million calculated on the net book value of TPB as of December 31, 2017 and a mutually agreed upon multiple of 1.62, less certain mutually agreed upon deductions that are described in the transaction agreement. Approximately 90% of the purchase price was paid in cash, which totaled approximately $20.7 million, and approximately 10% was paid in the form of unregistered shares of Bancshares’ common stock, which consisted of 204,355 shares. The aggregate purchase price was subject to adjustment following the closing date of the transaction based on determination of TPB’s final net book value as of the date of closing, which resulted in the payment by Bancshares of an additional cash amount of approximately $1.4 million. As of the acquisition date, TPB’s assets totaled $166.5 million, consisting primarily of pre-discounted gross loans totaling $156.8 million. Total deposits were $140.0 million. Purchase accounting adjustments were recorded as of the acquisition date, resulting in goodwill of $7.4 million.
The Bank has two wholly owned subsidiaries: Acceptance Loan Company, Inc. (“ALC”) and FUSB Reinsurance, Inc. (“FUSB Reinsurance”). As used herein, unless the context suggests otherwise, references to the “Company,” “we,” “us” and “our” refer to Bancshares, as well as the Bank, ALC, and FUSB Reinsurance, collectively.
ALC, an Alabama corporation headquartered in Mobile, Alabama, is a finance company that performs both indirect lending through third-party retailers and conventional consumer finance lending through a branch network. As of December 31, 2019, ALC conducted indirect lending in 11 states, including Alabama, Florida, Georgia, Kentucky, Mississippi, Missouri, North Carolina, South Carolina, Tennessee, Texas and Virginia, with loans underwritten centrally at ALC’s headquarters location. ALC’s branch network serves customers through 21 offices located in Alabama and southeast Mississippi. ALC’s lending guidelines are based on an established company policy that is reviewed regularly by its Loan Committee. The lending guidelines include a consideration of collateral (age, type and loan-to-value) and loan term, as well as the borrower’s budget (debt-to-income ratio), employment and residence history, credit score, credit history and experience with ALC. Effective January 1, 2020, Bancshares transferred a total of $45.5 million of the indirect loan portfolio from ALC to the Bank.
FUSB Reinsurance underwrites credit life and credit accident and health insurance policies sold to the Bank’s and ALC’s consumer loan customers. FUSB Reinsurance is responsible for the first level of risk on these policies up to a specified maximum amount, and a primary third-party insurer retains the remaining risk. A third-party insurer and/or a third-party administrator are responsible for performing most of the administrative functions of FUSB Reinsurance on a contract basis.
Employees
Bancshares has no employees, other than the executive officers discussed in the information incorporated by reference in Part III, Item 10 of this report. As of December 31, 2019, the Bank had 188 full-time equivalent employees, and ALC had 92 full-time equivalent employees. FUSB Reinsurance has no employees. None of our employees are party to a collective bargaining agreement. Management believes that the Company’s employee relations are good.
Competition
We face strong competition in making loans, acquiring deposits and attracting customers for investment services. Competition among financial institutions is based on interest rates offered on deposit accounts, interest rates charged on loans, other credit and service charges relating to loans, the quality and scope of the services rendered, the convenience of banking facilities and, in the case of loans to commercial borrowers, relative lending limits. We compete with numerous other financial services providers, including commercial banks, online banks, credit unions, finance companies, mutual funds, insurance companies, investment banking companies, brokerage firms and other financial intermediaries operating in Alabama and elsewhere. Many of these competitors, some of which are affiliated with large bank holding companies, have substantially greater resources and lending limits than we do. In addition, many of our non-bank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks.
The financial services industry is likely to become more competitive as further technological advances enable more companies to provide financial services. These technological advances may diminish the importance of depository institutions and other financial intermediaries.
Supervision and Regulation
General
We are extensively regulated under both federal and state law. These laws restrict permissible activities and investments and require compliance with various consumer protection provisions applicable to lending, deposit, brokerage and fiduciary activities. They also impose capital adequacy requirements and condition Bancshares’ ability to repurchase stock or to receive dividends from the Bank. Bancshares is subject to comprehensive examination and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”), and the Bank and its subsidiaries are subject to comprehensive examination and supervision by the Alabama State Banking Department (the “ASBD”) and the Federal Deposit Insurance Corporation (the “FDIC”). These regulatory agencies generally have broad discretion to impose restrictions and limitations on our operations. This supervisory framework could materially impact the conduct and profitability of our activities.
To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to the text of such provisions. Proposals to change the laws and regulations governing the banking industry are frequently raised at both the state and federal level. The likelihood and timing of any changes in these laws and regulations, as well as the impact that such changes may have on us, are difficult to ascertain. A change in applicable laws and regulations, or in the manner in which such laws or regulations are interpreted by regulatory agencies or courts, may have a material effect on our business, operations and earnings.
Regulation of Bancshares
Bancshares is registered as a bank holding company and is subject to regulation and supervision by the Federal Reserve. The BHCA requires a bank holding company to secure the approval of the Federal Reserve before it owns or controls, directly or indirectly, more than five percent (5%) of the voting shares or substantially all of the assets of any bank or thrift, or merges or consolidates with another bank or thrift holding company. Further, under the BHCA, the activities of a bank holding company and any nonbank subsidiary are limited to: (1) those activities that the Federal Reserve determines to be so closely related to banking as to be a proper incident thereto and (2) investments in companies not engaged in activities closely related to banking, subject to quantitative limitations on the value of such investments. Prior approval of the Federal Reserve may be required before engaging in certain activities. In making such determinations, the Federal Reserve is required to weigh the expected benefits to the public, such as greater convenience, increased competition and gains in efficiency, against the possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest, and unsound banking practices.
There are a number of restrictions imposed on us by law and regulatory policy that are designed to minimize potential losses to the depositors of the Bank and the Deposit Insurance Fund maintained by the FDIC (as discussed in more detail below) if the Bank should become insolvent. For example, the Federal Reserve requires bank holding companies to serve as a source of financial strength to their subsidiary depository institutions and to commit resources to support such institutions in circumstances in which they might not otherwise do so. The Federal Reserve also has the authority to require a bank holding company to terminate any activity or to relinquish control of a non-bank subsidiary upon the Federal Reserve’s determination that such activity or control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company.
Any capital loan by Bancshares to the Bank is subordinate in right of payment to deposits and certain other indebtedness of the Bank. In addition, in the event of Bancshares’ bankruptcy, any commitment by Bancshares to a federal banking regulatory agency to maintain the capital of the Bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.
The Federal Deposit Insurance Act provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institution (including the claims of the FDIC as a subrogee of insured depositors) and certain claims for administrative expenses of the FDIC as a receiver will have priority over other general unsecured claims against the institution. If an insured depository institution fails, then insured and uninsured depositors, along with the FDIC, will have priority of payment over unsecured, non-deposit creditors, including the institution’s holding company, with respect to any extensions of credit that they have made to such insured depository institution.
Regulation of the Bank
The operations and investments of the Bank are limited by federal and state statutes and regulations. The Bank is subject to supervision and regulation by the ASBD and the FDIC and to various requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types, amount and terms and conditions of loans that it may originate, and limits on the types of other activities in which the Bank may engage and the investments it may make.
The Bank is subject to federal laws that limit the amount of transactions between the Bank and its nonbank affiliates, including Bancshares, but excluding operating subsidiaries, such as ALC. Under these provisions, transactions by the Bank with nonbank affiliates (such as loans or investments) are generally limited to 10% of the Bank’s capital and surplus for all covered transactions with any one affiliate and 20% of capital and surplus for all covered transactions with all affiliates. Any extensions of credit to affiliates, with limited exceptions, must be secured by eligible collateral in specified amounts. The Bank is also prohibited from purchasing any “low quality” assets from an affiliate. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) imposed additional requirements on transactions with affiliates, including an expansion of the definition of “covered transactions” and an increase in the length of time for which collateral requirements regarding covered transactions must be maintained.
The Dodd-Frank Act requires the banking agencies and the SEC to establish joint rules or guidelines for financial institutions with more than $1 billion in assets which prohibit incentive compensation arrangements that the agencies determine to encourage inappropriate risks by the institution. The banking agencies issued proposed rules in 2011 and issued guidance on sound incentive compensation policies. In 2016, the Federal Reserve and the OCC also proposed rules that would, depending upon the assets of the institution, directly regulate incentive compensation arrangements and would require enhanced oversight and recordkeeping. As of December 31, 2019, these rules have not been implemented. With assets of approximately $789 million, we currently would not be subject to the rules as presently proposed, but would become subject to the rules if our assets increased to $1 billion.
Securities and Exchange Commission
Bancshares is under the jurisdiction of the Securities and Exchange Commission (“SEC”) for matters relating to the offer and sale of its securities and is subject to the SEC’s rules and regulations related to periodic reporting, reporting to shareholders, proxy solicitations and insider trading regulations.
Monetary Policy
Our earnings are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The monetary policies of the Federal Reserve have a substantial effect on the operating results of commercial banks, including the Bank. The Federal Reserve has a significant impact on the levels of bank loans, investments and deposits through its open market operations in United States government securities and through its regulation of, among other things, the discount rate on borrowings of member banks and the reserve requirements against member banks’ deposits. It is not possible to predict the nature and impact of future changes in monetary and fiscal policies.
Deposit Insurance
The Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund maintained by the FDIC. As a result, the Bank is required to pay periodic assessments to maintain insurance coverage for its deposits. Under the FDIC’s assessment system for banks with less than $10 billion in assets, the assessment rate is determined based on a number of factors, including the Bank’s CAMELS (supervisory) rating, leverage ratio, net income, non-performing loan ratios, OREO ratios, core deposit ratios, one-year organic asset growth and a loan mix index.
The FDIC has authority to increase insurance assessments. A significant increase in insurance assessments would likely have an adverse effect on our operating expense, results of operations, and cash flows. Management cannot predict what insurance assessment rates will be in the future. Furthermore, deposit insurance may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.
Dividend Restrictions
Under Delaware law, dividends may be paid only out of the amount calculated as the present fair value of the total assets of the corporation, minus the present fair value of the total liabilities of the corporation, minus the capital of the corporation. In the event that there is no such amount, dividends may be paid out of the net profits of the corporation for the fiscal year in which the dividend is declared and/or the immediately preceding fiscal year. Dividends may not be paid, however, out of net profits of the corporation if the capital represented by the issued and outstanding stock of all classes having a preference on the distribution of assets is impaired. Further, the Federal Reserve permits bank holding companies to pay dividends only out of current earnings and only if future retained earnings would be consistent with the company’s capital, asset quality and financial condition.
Since it has no significant independent sources of income, Bancshares’ ability to pay dividends depends on its ability to receive dividends from the Bank. Under Alabama law, the Bank may not pay a dividend in excess of 90% of its net earnings unless its surplus is equal to at least 20% of capital. The Bank is also required by Alabama law to seek the approval of the Superintendent of the ASBD prior to the payment of dividends if the total of all dividends declared by the Bank in any calendar year will exceed the total of (1) the Bank’s net earnings for that year, plus (2) its retained net earnings for the preceding two years, less any required transfers to surplus. Alabama law defines net earnings as the remainder of all earnings from current operations plus actual recoveries on loans and investments and other assets, after deducting from the total thereof all current operating expenses, actual losses, accrued dividends on preferred stock, if any, and all federal, state and local taxes. The Bank must be able to satisfy the conditions described above in order to declare or pay a dividend to Bancshares without obtaining the prior approval of the Superintendent of the ASBD. In addition, the FDIC prohibits the payment of cash dividends if (1) as a result of such payment, the bank would be undercapitalized or (2) the bank is in default with respect to any assessment due to the FDIC, including a deposit insurance assessment. These restrictions could materially influence the Bank’s, and therefore Bancshares’, ability to pay dividends.
Capital Adequacy
In July 2013, the federal banking regulatory agencies adopted regulations to implement the framework developed by the Basel Committee on Banking Supervision (“Basel Committee”) for strengthening international capital and liquidity, known as “Basel III” (the “Basel III Rule”). The Basel III Rule provides risk-based capital guidelines designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks, to account for off-balance sheet exposures, and to minimize disincentives for holding liquid assets. Under these guidelines, assets and off-balance sheet items are assigned to broad risk categories, each with appropriate risk-weights. The net amount of assets remaining after applying the risk-weights to the gross asset values represents the institution’s total risk-weighted assets (“RWA”). An institution’s total RWA are used to calculate its regulatory capital ratios. The Basel III Rule establishes minimum capital and leverage ratios that supervised financial institutions are required to maintain, while also providing countercyclical capital requirements so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness. Under the Basel III Rule, banks must maintain a specified capital conservation buffer above each of the required minimum capital levels in order to avoid limitations on paying dividends, engaging in share repurchases and paying certain discretionary bonuses.
In December 2017, the Basel Committee published the last version of the Basel III accord, generally referred to as “Basel IV.” The Basel Committee stated that a key objective of the revisions incorporated into the framework is to reduce excessive variability of risk-weighted assets, which will be accomplished by enhancing the robustness and risk sensitivity of the standardized approaches for credit risk and operational risk, which will facilitate the comparability of banks’ capital ratios; constraining the use of internally modeled approaches; and complementing the risk-weighted capital ratio with a finalized leverage ratio and a revised and robust capital floor. Leadership of the federal banking agencies who are tasked with implementing Basel IV has indicated that it is considering how to appropriately apply these revisions in the United States. Although it is uncertain at this time, some, if not all, of the Basel IV accord may be incorporated into the capital requirements framework applicable to Bancshares and the Bank.
Banking organizations must have appropriate capital planning processes, with proper oversight from the board of directors. Accordingly, pursuant to a separate, general supervisory letter from the Federal Reserve, bank holding companies are expected to conduct and document comprehensive capital adequacy analyses prior to the declaration of any dividends (on common stock, preferred stock, trust preferred securities or other Tier 1 capital instruments), capital redemptions or capital repurchases. Moreover, the federal banking agencies have adopted a joint agency policy statement, noting that the adequacy and effectiveness of a bank’s interest rate risk management process and the level of its interest rate exposures are critical factors in the evaluation of the bank’s capital adequacy.
In 2018, the U.S. Congress passed, and the President signed into law, the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 (the “Growth Act”) to modify or remove certain financial reform rules and regulations, including some of those implemented under the Dodd-Frank Act. While the Growth Act maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with total assets of less than $10 billion and for large banks with total assets of more than $50 billion. The Growth Act, among other things, requires the federal banking agencies to issue regulations allowing community bank organizations with total assets of less than $10 billion and limited amounts of certain assets and off-balance sheet exposures to access a simpler capital regime focused on a bank’s Tier 1 leverage capital levels rather than risk-based capital levels that are the focus of the capital rules issued under the Dodd-Frank Act implementing Basel III.
Among other changes, the Growth Act expands the definition of qualified mortgages that may be held by a financial institution and simplifies the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single “Community Bank Leverage Ratio” of between 8% and 10% to replace the leverage and risk-based regulatory capital ratios. The Growth Act also includes regulatory relief for community banks regarding regulatory examination cycles, call reports, the Volcker Rule (proprietary trading prohibitions), mortgage disclosures, and risk weights for certain high-risk commercial real estate loans. It is difficult to predict at this time when or how any new standards under the Growth Act will ultimately be applied to us or what specific impact the Growth Act and the yet-to-be-written implementing rules and regulations will have on community banks.
In October 2019, the federal banking agencies adopted regulations that exempt a qualifying community bank and its holding company that have Tier 1 leverage ratios of greater than 9% from the risk-based capital requirements of the capital rules issued under the Dodd-Frank Act. A qualifying community banking organization and its holding company that have chosen the proposed framework will not be required to calculate the existing risk-based and leverage capital requirements. A qualifying community banking organization will also be considered to have met the capital ratio requirements to be well capitalized for the agencies’ prompt corrective action rules provided it has a community bank leverage ratio greater than 9%. The new community bank leverage ratio framework will first be available for banking organizations to use beginning March 31, 2020.
The rules implementing these provisions of the Growth Act were recently adopted and are not yet effective. Bancshares has not yet made a determination regarding whether it will seek to take advantage of these new capital rules under the Growth Act.
Prompt Corrective Action
In addition to the required minimum capital levels described above, federal law establishes a system of “prompt corrective actions” that federal banking agencies are required to take, and certain actions that they have discretion to take, based on the capital category into which a federally regulated depository institution falls. Regulations set forth detailed procedures and criteria for implementing prompt corrective action in the case of any institution that is not adequately capitalized. Each institution is assigned to one of five categories based on its capital ratios: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Institutions categorized as “undercapitalized” or worse become subject to increasing levels of regulatory oversight and restrictions, which may include, among other things, limitations on growth and activities and payment of dividends.
As of December 31, 2019, the Bank was “well-capitalized” under the prompt corrective action rules. This classification is primarily for the purpose of applying the federal prompt corrective action provisions and is not intended to be, and should not be, interpreted as a representation of our overall financial condition or prospects.
Community Reinvestment Act
The Community Reinvestment Act (the “CRA”) requires the federal banking regulatory agencies to assess all financial institutions that they regulate to determine whether these institutions are meeting the credit needs of the communities that they serve, including their assessment area(s) (as established for these purposes in accordance with applicable regulations based principally on the location of the institution’s branch offices). Under the CRA, institutions are assigned a rating of “outstanding,” “satisfactory,” “needs to improve” or “unsatisfactory.” An institution’s record in meeting the requirements of the CRA is made publicly available and is taken into consideration in connection with any applications that it files with federal regulators to engage in certain activities, including approval of branches or other deposit facilities, mergers and acquisitions, office relocations or expansions into non-banking activities. The Bank received a “satisfactory” rating in its most recent CRA evaluation.
Anti-Money Laundering Laws
Under various federal laws, including the Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”), as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act, financial institutions are subject to prohibitions against specified financial transactions and account relationships, as well as enhanced due diligence and “know your customer” standards in their dealings with foreign financial institutions and foreign customers. These laws also mandate that financial institutions establish anti-money laundering programs meeting certain standards and require the federal banking regulators to consider the effectiveness of a financial institution’s anti-money laundering activities when reviewing bank mergers and bank holding company acquisitions.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) comprehensively revised the laws affecting corporate governance, auditing, executive compensation and corporate reporting for entities with equity or debt securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Among other things, Sarbanes-Oxley and its implementing regulations established new membership requirements and additional responsibilities for audit committees, imposed restrictions on the relationships between public companies and their outside auditors (including restrictions on the types of non-audit services that auditors may provide), imposed additional responsibilities for public companies’ external financial statements on the chief executive officer and chief financial officer, and expanded the disclosure requirements for corporate insiders. The requirements are intended to allow stockholders to more easily and efficiently monitor the performance of companies and directors. We and our Board of Directors have, as appropriate, adopted or modified our policies and practices in order to comply with these regulatory requirements and to enhance our corporate governance practices.
As required by Sarbanes-Oxley, we have adopted a Code of Business Conduct and Ethics applicable to our Board, executives and employees. This Code of Business Conduct can be found on our website at http://www.firstusbank.com under the tabs “About – Investor Relations – FUSB Policies.”
Privacy of Customer Information
The Financial Services Modernization Act of 1999 (also known as the “Gramm-Leach-Bliley Act” or the “GLBA”) and the implementing regulations issued by federal banking regulatory agencies require financial institutions to adopt policies and procedures regarding the disclosure of nonpublic personal information about their customers to non-affiliated third parties. In general, financial institutions are required to explain to customers their policies and procedures regarding the disclosure of such nonpublic personal information, and, unless otherwise required or permitted by law, financial institutions are prohibited from disclosing such information except as provided in their policies and procedures. Specifically, the GLBA established certain information security guidelines that require each financial institution, under the supervision and ongoing oversight of its board of directors or an appropriate committee thereof, to develop, implement, and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, to protect against anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer.
Cybersecurity
The Cybersecurity Information Sharing Act of 2015 (“CISA”) was intended to improve cybersecurity in the United States by enhanced sharing of information about security threats among the U.S. government and private sector entities, including financial institutions. CISA also authorizes companies to monitor their own systems notwithstanding any other provision of law and allows companies to carry out cybersecurity defensive measures on their own systems. The law includes liability protections for companies that share cyber threat information with third parties so long as such sharing activity is conducted in accordance with CISA.
In October 2016, the federal bank regulatory agencies issued an Advance Notice of Proposed Rulemaking regarding enhanced cyber risk management standards which would apply to a wide range of large financial institutions and their third-party service providers, including Bancshares and the Bank. The proposed standards would expand existing cybersecurity regulations and guidance to focus on cyber risk governance and management, management of internal and external dependencies, and incident response, cyber resilience, and situational awareness. In addition, the proposal contemplates more stringent standards for institutions with systems that are critical to the financial sector.
The federal banking regulators regularly issue guidance regarding cybersecurity intended to enhance cyber risk management standards among financial institutions. A financial institution is expected to establish multiple lines of defense and to ensure its risk management processes address the risk posed by potential threats to the institution. A financial institution’s management is expected to maintain sufficient processes to effectively respond and recover the institution’s operations after a cyber-attack. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations if a critical service provider of the institution falls victim to this type of cyber-attack.
State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification and data privacy requirements. We expect this trend of state-level activity in those areas to continue, and are continually monitoring developments in the states in which our customers are located.
Regulation of Lending Practices
Our lending practices are subject to a number of federal and state laws, as supplemented by the rules and regulations of the various agencies charged with the responsibility of implementing these laws. These include, among others, the following:
| • | Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; |
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| • | Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the communities that it serves; |
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| • | Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other specified factors in extending credit; |
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| • | Fair Credit Reporting Act of 1978, as amended by the Fair and Accurate Credit Transactions Act, governing the use and provision of information to credit reporting agencies, certain identity theft protections and certain credit and other disclosures; |
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| • | Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by collection agencies; |
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| • | Real Estate Settlement Procedures Act, requiring certain disclosures concerning loan closing costs and escrows, and governing transfers of loan servicing and the amounts of escrows in connection with loans secured by one-to-four family residential properties; and |
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| • | Rules and regulations established by the National Flood Insurance Program. |
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In addition, the Dodd-Frank Act created the Consumer Financial Protection Bureau (the “CFPB”), an independent bureau with broad authority to regulate the consumer finance industry, including regulated financial institutions, non-banks and others involved in extending credit to consumers. The CFPB has authority through rulemaking, orders, policy statements, guidance and enforcement actions to administer and enforce federal consumer financial laws. Although the CFPB has the power to interpret, administer and enforce federal consumer financial laws, the Dodd-Frank Act provides that the federal banking regulatory agencies continue to have examination and enforcement powers over the financial institutions that they supervise relating to the matters within the jurisdiction of the CFPB if the supervised institutions have less than $10 billion in assets. Even so, the CFPB has adopted a number of rules that impact our lending practices, including, among other things, (1) requiring financial institutions to make a “reasonable and good faith determination” that a consumer has a “reasonable ability” to repay a residential mortgage loan before making such a loan, (2) requiring sponsors of asset-backed securities to retain at least 5% of the credit risk of the assets underlying the securities (and generally prohibiting sponsors from transferring or hedging that credit risk), and (3) imposing a number of new and enhanced requirements on the mortgage servicing industry, including rules regarding communications with borrowers, maintenance of customer account records, procedures for responding to written borrower requests and complaints of errors, servicing delinquent loans, and conducting foreclosure proceedings, among other measures.
Regulation of Deposit Operations
Our deposit operations are subject to federal laws applicable to depository accounts, including, among others, the following:
| • | Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; |
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| • | Truth-In-Savings Act, requiring certain disclosures for consumer deposit accounts; |
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| • | Electronic Funds Transfer Act and Regulation E, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; and |
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| • | Rules and regulations of the various agencies charged with the responsibility of implementing these laws. |
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Federal Home Loan Bank Membership
The Bank is a member of the Federal Home Loan Bank of Atlanta (“FHLBA”). Each member of the FHLBA is required to maintain a minimum investment in the Class B stock of the FHLBA. The Board of Directors of the FHLBA can increase the minimum investment requirements if it concludes that additional capital is required to allow it to meet its own regulatory capital requirements. Any increase in the minimum investment requirements outside of specified ranges requires the approval of the Federal Housing Finance Agency. Because the extent of any obligation to increase the level of investment in the FHLBA depends entirely on the occurrence of a future event, we are unable to determine the extent of future required potential payments to the FHLBA at this time. Additionally, in the event that a member financial institution fails, the right of the FHLBA to seek repayment of funds loaned to that institution will take priority over the rights of all other creditors.
Website Information
The Bank’s website address is http://www.firstusbank.com. Bancshares does not maintain a separate website. Bancshares makes available free of charge on or through the Bank’s website, under the tabs “About – Investor Relations,” its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with the SEC. These reports are also available on the SEC’s website, http://www.sec.gov. Bancshares will provide paper copies of these reports to shareholders free of charge upon written request. Bancshares is not including the information contained on or available through the Bank’s website as a part of, or incorporating such information into, this Annual Report on Form 10-K.
| Item 1A. | Risk Factors. |
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Making or continuing an investment in our common stock involves certain risks that you should carefully consider. The risks and uncertainties described below are not the only risks that may have a material adverse effect on us. Additional risks and uncertainties also could adversely affect our business, consolidated financial condition, results of operations and cash flows. If any of the following risks actually occurs, our business, financial condition or results of operations could be negatively affected, the market price of your common stock could decline and you could lose all or a part of your investment. Further, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors set forth below also are cautionary statements identifying important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf.
If loan losses are greater than anticipated, our earnings may be adversely affected.
As a lender, we are exposed to the risk that customers will be unable to repay their loans according to their terms and that any collateral securing the payment of their loans may not be sufficient to assure repayment. Credit losses are inherent in the business of making loans. Our credit risk with respect to our real estate and construction loan portfolio relates principally to the creditworthiness of individuals and the value of the real estate serving as security for the repayment of loans, and the credit risk with respect to our commercial and consumer loan portfolio relates principally to the general creditworthiness of businesses and individuals within the local markets in which we operate. We make various assumptions and judgments about the collectability of our loan portfolio and provide an allowance for potential loan losses based on a number of factors. We believe that our allowance for loan losses is adequate. However, if estimates, assumptions or judgments used in calculating this allowance are incorrect, the allowance for loan losses may not be sufficient to cover our actual loan losses. Deterioration of economic conditions affecting borrowers, new information regarding existing loans, inaccurate management assumptions, identification of additional problem loans and other factors, both within and outside of our control, may result in higher levels of nonperforming assets and charge-offs and loan losses in excess of our current allowance for loan losses, requiring us to make material additions to our allowance for loan losses, which could have a material adverse effect on our business, consolidated financial condition, results of operations and cash flows. The actual amount of future provisions for loan losses cannot be determined at this time and may vary from the amounts of past provisions. In addition, banking regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further charge-offs if the regulators’ judgments are different than those of our management. Material additions to the allowance could materially decrease our net income.
We may be required to increase our allowance for loan losses as a result of a recent change to an accounting standard.
The measure of our allowance for loan losses depends in part on the adoption and interpretation of accounting standards. The Financial Accounting Standards Board, or FASB, recently issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses. This ASU provides a new credit impairment model, the Current Expected Credit Loss, or CECL model, which, as a result of a delay in implementation for smaller reporting companies announced by the FASB during the fourth quarter of 2019, will apply to us in fiscal years beginning after December 15, 2022. CECL will require financial institutions to estimate and develop a provision for credit losses at origination for the lifetime of the loan, as opposed to reserving for incurred or probable losses up to the balance sheet date. Under the CECL model, credit deterioration would be reflected in the income statement in the period of origination or acquisition of the loan, with changes in expected credit losses due to further credit deterioration or improvement reflected in the periods in which the expectation changes. Accordingly, implementation of the CECL model will change our current method of providing allowances for loan losses, which would likely require us to increase our allowance for loan losses. Moreover, the CECL model likely would create more volatility in our level of allowance for loan losses. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan and lease losses as of the beginning of the first quarter of 2023, equal to the difference between the amount of our allowance under the incurred loss methodology and under CECL. However, we cannot yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on our financial condition or results of operations. A material increase in our level of allowance for loan losses could adversely affect our business, consolidated financial condition, results of operations and cash flows.
Our business and operations may be materially adversely affected by national and local market economic conditions.
Our business and operations, which primarily consist of banking activities, including lending money to customers in the form of loans and borrowing money from customers in the form of deposits, are sensitive to general business and economic conditions in the United States generally, and in our local markets in particular. If economic conditions in the United States or any of our local markets weaken, our growth and profitability from our operations could be constrained. The current economic environment is characterized by interest rates near historically low levels, which impacts our ability to attract deposits and to generate attractive earnings through our loan and investment portfolios. All of these factors can individually or in the aggregate be detrimental to our business, and the interplay between these factors can be complex and unpredictable. Unfavorable market conditions can result in a deterioration in the credit quality of our borrowers and the demand for our products and services, an increase in the number of delinquencies, defaults and charge-offs, additional provisions for loan losses, a decline in the value of our collateral, and an overall material adverse effect on the quality of our loan portfolio.
The economic conditions in our local markets may be different from the economic conditions in the United States as a whole. Our success depends to a certain extent on the general economic conditions of the geographic markets that we serve in Alabama, Mississippi, Tennessee and Virginia. Local economic conditions in these areas have a significant impact on our commercial, real estate and construction loans, the ability of borrowers to repay these loans and the value of the collateral securing these loans. Adverse changes in the economic conditions of the southeastern United States in general or any one or more of these local markets could negatively impact the financial results of our banking operations and have a negative effect on our profitability. For example, significant unemployment in the timber industry could cause widespread economic distress in many of the areas that we serve. Similar trends in other industries or sectors that we serve could have a significant negative effect on our profitability.
In addition, the novel coronavirus (COVID-19) is causing worldwide concern and economic disruption. The Centers for Disease Control and Prevention has advised that coronavirus may spread significantly in the United States. There have been numerous reports of the outbreak disrupting or restricting supply chains, resulting in closures of facilities and reductions in demand across companies in a variety of industries. It is also possible that the spread of the coronavirus may have direct effects on our operations, such as limiting employee travel or increasing telecommuting arrangements. In addition, recent developments and reports relating to the coronavirus have coincided with heightened volatility in financial markets in the United States and worldwide. If the coronavirus adversely affects the ability of our borrowers to satisfy their obligations, the demand for our loans, or our business operations, or leads to a significant or prolonged impact on global markets or economic growth, our business, consolidated financial position, results of operations and cash flows could be adversely affected.
The COVID-19 pandemic, trade wars, tariffs and similar events and disputes, domestic and international, have adversely affected, and may continue to adversely affect, economic activity globally, nationally and locally. Such events also may adversely affect business and consumer confidence, generally. Any such adverse changes may adversely affect our profitability, growth asset quality and financial condition.
The COVID-19 pandemic has significantly affected the financial markets and has resulted in a number of Federal Reserve actions. Market interest rates have declined significantly. On March 3, 2020, the 10-year Treasury yield fell below 1.00% for the first time, and the Federal Reserve reduced the target federal funds rate by 50 basis points to 1.00% to 1.25%. On March 15, 2020, the Federal Reserve further reduced the target federal funds rate by 100 basis points to 0.00% to 0.25% and announced a $700 billion quantitative easing program in response to the expected economic downturn caused by the COVID-19 pandemic. The Federal Reserve reduced the interest that it pays on excess reserves from 1.60% to 1.10% on March 3, 2020, and then to 0.10% on March 15, 2020. We expect that these reductions in interest rates, especially if prolonged, could adversely affect our net interest income and margins and our profitability.
The banking industry is highly competitive, which could result in loss of market share and adversely affect our business.
We encounter strong competition in making loans, acquiring deposits and attracting customers for investment services. We compete with commercial banks, online banks, credit unions, finance companies, mutual funds, insurance companies, investment banking companies, brokerage firms and other financial intermediaries operating in Alabama and elsewhere in various segments of the financial services market. Many of these competitors, some of which are affiliated with large bank holding companies, have substantially greater resources and lending limits than we do. In addition, many of our non-bank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks, and, as a result, may be able to offer certain products and services at a lower cost than we are able to offer, which could adversely affect our business.
We are subject to extensive governmental regulation, and the costs of complying with such regulation could have an adverse impact on our operations.
The financial services industry is extensively regulated and supervised under both federal and state law. We are subject to the supervision and regulation of the Federal Reserve, the FDIC and the ASBD. These regulations are intended primarily to protect depositors, the public and the FDIC’s Deposit Insurance Fund, rather than shareholders. Additionally, we are subject to supervision, regulation and examination by other regulatory authorities, such as the SEC and state securities and insurance regulators. If, as a result of an examination, the Federal Reserve, the FDIC or the ASBD were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, they may take a number of different remedial actions as they deem appropriate. These actions include the power to require us to remediate any such adverse examination findings. We are also subject to changes in federal and state laws, as well as regulations and governmental policies, income tax laws and accounting principles. Regulations affecting banks and other financial institutions are undergoing continuous change, and the ultimate effect of such changes cannot be predicted. Regulations and laws may be modified at any time, and new legislation may be enacted that could affect us. We cannot assure you that any changes in regulations or new laws will not adversely affect our performance or consolidated results of operations. Our regulatory framework is discussed in greater detail under “Item 1. Business – Supervision and Regulation.”
We are subject to laws regarding the privacy, information security and protection of personal information, and any violation of these laws or unauthorized disclosure of such information could damage our reputation and otherwise adversely affect our operations and financial condition.
Our business requires the collection and retention of large volumes of customer data, including personally identifiable information in various information systems that we maintain and in those maintained by third parties with whom we contract to provide data services. We also maintain important internal data, such as personally identifiable information about our employees and information relating to our operations. We are subject to complex and evolving laws and regulations governing the privacy and protection of personal information of individuals (including customers, employees, suppliers and other third parties). For example, our business is subject to the Gramm-Leach-Bliley Act, which, among other things: (1) imposes certain limitations on our ability to share nonpublic personal information about our customers with nonaffiliated third parties; (2) requires us to provide certain disclosures to customers about our information collection, sharing and security practices and to afford customers the right to “opt out” of any information sharing by us with nonaffiliated third parties (with certain exceptions); and (3) requires us to develop, implement and maintain a written comprehensive information security program containing appropriate safeguards based on our size and complexity, the nature and scope of our activities, and the sensitivity of customer information we process, as well as plans for responding to data security breaches. Various state and federal banking regulators and state legislatures have also enacted data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in the event of a security breach. Ensuring that our collection, use, transfer and storage of personal information complies with all applicable laws and regulations can increase our costs. Furthermore, we may not be able to ensure that all of our clients, suppliers, counterparties and other third parties have appropriate controls in place to protect the confidentiality of the information that they exchange with us, particularly where such information is transmitted by electronic means. If personal, confidential or proprietary information of customers or others were to be mishandled or misused (in situations where, for example, such information was erroneously provided to unauthorized persons, or where such information was intercepted or otherwise compromised by third parties), we could be exposed to litigation or regulatory sanctions under applicable laws and regulations. Concerns about the effectiveness of our measures to safeguard personal information could cause us to lose customers or potential customers for our products and services and thereby reduce our revenues. Accordingly, any failure or perceived failure to comply with applicable privacy or data protection laws and regulations may subject us to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or
penalties, and could damage our reputation and otherwise adversely affect our business, consolidated financial condition, results of operations and cash flows.
Our FDIC deposit insurance premiums and assessments may increase and thereby adversely affect our financial results.
The Bank’s deposits are insured by the FDIC up to legal limits, and, accordingly, the Bank is subject to periodic insurance assessments by the FDIC. The Bank’s regular assessments are determined by its risk classification, which is based on its regulatory capital levels and the level of supervisory concern that it poses. Numerous bank failures during the financial crisis and increases in the statutory deposit insurance limits increased resolution costs to the FDIC and put significant pressure on the Deposit Insurance Fund. The FDIC has authority to increase insurance assessments, and any significant increase in insurance assessments would likely have an adverse effect on us.
We may not be able to maintain consistent growth, earnings or profitability.
There can be no assurance that we will be able to continue to grow and to remain profitable in future periods, or, if profitable, that our overall earnings will remain consistent with our prior results of operations, or increase in the future. Our growth in recent years has been driven primarily by a strong commercial loan market and real estate loan market in certain of our markets. A downturn in economic conditions in our markets, heightened competition from other financial services providers, an inability to retain or grow our core deposit base, regulatory and legislative considerations, and failure to attract and retain high-performing talent, among other factors, could limit our ability to grow our assets or increase our profitability to the same extent as in recent periods. Sustainable growth requires that we manage our risks by following prudent loan underwriting standards, balancing loan and deposit growth without materially increasing interest rate risk or compressing our net interest margin, maintaining adequate capital, hiring and retaining qualified employees and successfully implementing our strategic initiatives. A failure to sustain our recent rate of growth or adequately manage the factors that have contributed to our growth or successfully enter new markets could have a material adverse effect on our earnings and profitability and, therefore on our business, consolidated financial condition, results of operations and cash flows.
Rapid and significant changes in market interest rates may adversely affect our performance.
Most of our assets and liabilities are monetary in nature and are therefore subject to significant risks from changes in interest rates. Our profitability depends to a large extent on net interest income, and changes in interest rates can impact our net interest income as well as the valuation of our assets and liabilities. Our consolidated results of operations are affected by changes in interest rates and our ability to manage interest rate risks. Changes in market interest rates, changes in the relationships between short-term and long-term market interest rates and changes in the relationships between different interest rate indices can affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest-bearing liabilities. These differences could result in an increase in interest expense relative to interest income or a decrease in our interest rate spread. For a more detailed discussion of these risks and our management strategies for these risks, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our net interest margin depends on many factors that are partly or completely out of our control, including competition, federal economic monetary and fiscal policies and general economic conditions. Despite the implementation of strategies to manage interest rate risks, changes in interest rates may have a material adverse impact on our profitability.
The performance of our investment portfolio is subject to fluctuations due to changes in interest rates and market conditions.
Changes in interest rates can negatively affect the performance of most of our investments. Interest rate volatility can reduce gains or create losses in our investment portfolios. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. Fluctuations in interest rates affect returns on, and the market value of, investment securities. The fair market value of the securities in our portfolio and the investment income from these securities also fluctuate depending on general economic and market conditions. In addition, actual net investment income and/or cash flows from investments that carry prepayment risk, such as mortgage-backed and other asset-backed securities, may differ from those anticipated at the time of investment as a result of interest rate fluctuations. The potential effect of these factors is heightened due to the current conditions in the financial markets and economic conditions generally.
Changes in the policies of monetary authorities and other government action could adversely affect our profitability.
Our consolidated results of operations are affected by credit policies of monetary authorities, particularly the Federal Reserve. The instruments of monetary policy employed by the Federal Reserve include open market operations in United States government securities, changes in the discount rate or the federal funds rate on bank borrowings and changes in reserve requirements against bank deposits. In view of changing conditions in the national economy and in the money markets, we cannot predict future changes in interest rates, deposit levels, loan demand or our business and earnings. Furthermore, the actions of the United States government and other governments in responding to such conditions may result in currency fluctuations, exchange controls, market disruption and other adverse effects.
Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR may adversely affect our results of operations.
On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calibration of LIBOR to the administrator of LIBOR after 2021. The announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or
whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. While there is no consensus on what rate or rates may become accepted alternatives to LIBOR, a group of large banks, the Alternative Reference Rate Committee (ARRC), selected, and the Federal Reserve Bank of New York started in April 2018 to publish, the Secured Overnight Finance Rate, or SOFR, as an alternative to LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities, given the depth and robustness of the U.S. Treasury repurchase market. Furthermore, the Bank of England has commenced publication of a reformed Sterling Overnight Index Average (SONIA), comprised of a broader set of overnight Sterling money market transactions, as of April 23, 2018. The SONIA has been recommended as the alternative to Sterling LIBOR by the Working Group on Sterling Risk-Free Reference Rates.
At this time, it is impossible to predict whether SOFR and SONIA will become accepted alternatives to LIBOR or the effect of any such alternatives on the value of LIBOR-based securities and variable rate loans, subordinated debentures, or other securities or financial arrangements, given LIBOR’s role in determining market interest rates globally. Uncertainty as to the nature of alternative reference rates and as to potential changes or other reforms to LIBOR may adversely affect LIBOR rates and the value of LIBOR-based loans and securities in our portfolio and may impact the availability and cost of hedging instruments and borrowings. If LIBOR rates are no longer available, and we are required to implement substitute indices for the calculation of interest rates under our loan agreements with our borrowers, we may incur significant expenses in effecting the transition, and may be subject to disputes or litigation with customers over the appropriateness or comparability to LIBOR of the substitute indices, which could have an adverse effect on our results of operations.
We cannot guarantee that we will pay dividends in the future.
Dividends from the Bank are Bancshares’ primary source of funds for the payment of dividends to its shareholders, and there are various legal and regulatory limits regarding the extent to which the Bank may pay dividends or otherwise supply funds to Bancshares. The ability of both the Bank and Bancshares to pay dividends will continue to be subject to and limited by the results of operations of the Bank and by certain legal and regulatory restrictions. Further, any lenders making loans to Bancshares or the Bank may impose financial covenants that may be more restrictive than the legal and regulatory requirements with respect to the payment of dividends. There can be no assurance as to whether or when Bancshares may pay dividends to its shareholders.
Bancshares’ liquidity is subject to various regulatory restrictions applicable to its subsidiaries.
There are various regulatory restrictions on the ability of Bancshares’ subsidiaries to pay dividends or to make other payments to Bancshares. In addition, Bancshares’ right to participate in any distribution of assets of any of its subsidiaries upon a subsidiary’s liquidation or otherwise will be subject to the prior claims of creditors of that subsidiary, except to the extent that any of Bancshares’ claims as a creditor of such subsidiary may be recognized.
Extreme weather could cause a disruption in our operations, which could have an adverse impact on our profitability.
Some of our operations are located in areas near the Gulf of Mexico, a region that is susceptible to hurricanes and other forms of extreme weather. Such weather events could disrupt our operations and have a material adverse effect on our overall results of operations. Further, a hurricane, tornado or other extreme weather event in any of our market areas could adversely impact the ability of borrowers to timely repay their loans and may adversely impact the value of collateral that we hold.
Technological changes in the banking and financial services industries may negatively impact our results of operations and our ability to compete.
The banking and financial services industries are undergoing rapid changes, with frequent introductions of new technology-driven products and services. In addition to enhancing the level of service provided to customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. To remain competitive, financial institutions must continuously evaluate changing customer preferences with respect to emerging technologies and develop plans to address such changes in the most cost-effective manner possible. Our future success will depend, in part, on our ability to use technology to offer products and services that provide convenience to customers and create additional efficiencies in operations, and our failure to do so could negatively impact our business. Additionally, our competitors may have greater resources to invest in technological improvements than we do, and we may not be able to effectively implement new technology-driven products and services, which could reduce our ability to effectively compete.
Our information systems may experience a failure or interruption.
We rely heavily on communications and information systems to conduct our business. Any failure or interruption in the operation of these systems could impair or prevent the effective operation of our customer relationship management, general ledger, deposit, lending or other functions. While we have policies and procedures designed to prevent or limit the effect of a failure or interruption in the operation of our information systems, there can be no assurance that any such failures or interruptions will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures or interruptions impacting our information systems could damage our reputation, result in a loss of customer business, and expose us to additional regulatory scrutiny, civil litigation and possible financial liability, any of which could have a material adverse effect on our business, consolidated financial condition, results of operations and cash flows.
We use information technology in our operations and offer online banking services to our customers, and unauthorized access to our customers’ confidential or proprietary information as a result of a cyber-attack or otherwise could expose us to reputational harm and litigation and adversely affect our ability to attract and retain customers.
Information security risks for financial institutions have generally increased in recent years, in part because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists and other external parties. We are under continuous threat of loss due to hacking and cyber-attacks, especially as we continue to expand customer capabilities to utilize the internet and other remote channels to transact business. Our risk and exposure to these matters remains heightened because of the evolving nature and complexity of these threats from cybercriminals and hackers, our plans to continue to provide internet banking channels, and our plans to develop additional remote connectivity solutions to serve our customers. Therefore, the secure processing, transmission and storage of information in connection with our online banking services are critical elements of our operations. However, our network could be vulnerable to unauthorized access, computer viruses and other malware, phishing schemes or other security failures. In addition, our customers may use personal smartphones, tablet PCs or other mobile devices that are beyond our control systems in order to access our products and services. Our technologies, systems and networks, and our customers’ devices, may become the target of cyber-attacks, electronic fraud or information security breaches that could result in the unauthorized release, gathering, monitoring, use, loss or destruction of our or our customers’ confidential, proprietary and other information, or otherwise disrupt our or our customers’ or other third parties’ business operations. As cyber threats continue to evolve, we may be required to spend significant capital and other resources to protect against these threats or to alleviate or investigate problems caused by such threats. To the extent that our activities or the activities of our customers involve the processing, storage or transmission of confidential customer information, any breaches or unauthorized access to such information could present significant regulatory costs and expose us to litigation and other possible liabilities. Any inability to prevent these types of security threats could also cause existing customers to lose confidence in our systems and could adversely affect our reputation and ability to generate deposits. In addition, we may not have adequate insurance coverage to compensate for losses from a cyber threat event. While we have not experienced any material losses relating to cyber-attacks or other information security breaches to date, we may suffer such losses in the future. The occurrence of any cyber-attack or information security breach could result in potential legal liability, reputational harm, damage to our competitive position, additional compliance costs, and the disruption of our operations, all of which could adversely affect our business, consolidated financial condition, results of operations and cash flows.
We depend on outside third parties for the processing and handling of our records and data, which exposes us to additional risk for cybersecurity breaches and regulatory action.
We rely on software and internet-based platforms developed by third-party vendors to process various transactions. In some cases, we have contracted with third parties to run their proprietary software on our behalf. These systems include, but are not limited to, general ledger, payroll, employee benefits, loan and deposit processing and securities portfolio accounting. If these third-party service providers experience difficulties, are subject to cybersecurity breaches or terminate their services, and we are unable to replace them with other service providers on a timely basis, our operations could be interrupted. If an interruption were to continue for a significant period of time, our business, consolidated financial condition and results of operations could be adversely affected. While we perform a review of controls instituted by the applicable vendors over these programs in accordance with industry standards and perform our own testing of user controls, we must rely on the continued maintenance of controls by these third-party vendors, including safeguards over the security of customer data. In addition, we maintain, or contract with third parties to maintain, daily backups of key processing outputs in the event of a failure on the part of any of these systems. Nonetheless, we may incur a temporary disruption in our ability to conduct business or process transactions, or damage to our reputation, if the third-party vendor fails to adequately maintain internal controls or institute necessary changes to systems. Such a disruption or breach of security could have a material adverse effect on our business.
In addition, federal regulators have issued guidance outlining their expectations for third-party service provider oversight and monitoring by financial institutions. Any failure to adequately oversee the actions of our third-party service providers could result in regulatory actions against us, which could adversely affect our business, consolidated financial condition, results of operations and cash flows.
We face a risk of noncompliance and enforcement action under the Bank Secrecy Act and other anti-money laundering statutes and regulations.
The Bank Secrecy Act of 1970, the USA PATRIOT Act and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and to file reports such as suspicious activity reports and currency transaction reports. We are required to comply with these and other anti-money laundering requirements. Our federal and state banking regulators, the Financial Crimes Enforcement Network and other government agencies are authorized to impose significant civil money penalties for violations of anti-money laundering requirements. We are also subject to increased scrutiny with respect to our compliance with the regulations issued and enforced by the Office of Foreign Assets Control. If our program is deemed deficient, we could be subject to liability, including fines, civil money penalties and other regulatory actions, which may include restrictions on our business operations and our ability to pay dividends, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have significant reputational consequences for us. Any of these circumstances could have a material adverse effect on our business, consolidated financial condition, results of operations and cash flows.
The internal controls that we have implemented to mitigate risks inherent to the business of banking might fail or be circumvented.
Management regularly reviews and updates our internal controls and procedures that are designed to manage the various risks in our business, including credit risk, operational risk, financial risk, compliance risk and interest rate risk. No system of controls, however well-designed and operated, can provide absolute assurance that the objectives of the system will be met. If such a system fails or is circumvented, there could be a material adverse effect on our business, consolidated financial condition, results of operations and cash flows.
Securities issued by us, including our common stock, are not insured.
Securities issued by us, including our common stock, are not savings or deposit accounts or other obligations of any bank and are not insured by the Deposit Insurance Fund maintained by the FDIC or by any other governmental agency or instrumentality, or any private insurer, and are subject to investment risk, including the possible loss of principal.
Future issuances of additional securities by us could result in dilution of your ownership.
We may decide from time to time to issue additional securities in order to raise capital, support growth or fund acquisitions. Further, we may issue stock options or other stock grants to retain and motivate employees. Such issuances of securities by us would dilute the respective ownership interests of our shareholders.
We intend to engage in acquisitions of other banking institutions from time to time. These acquisitions may not produce revenue or earnings enhancements or cost savings at levels, or within time frames, originally anticipated and may result in unforeseen integration difficulties.
We regularly evaluate opportunities to strengthen our current market position through acquisitions, subject to regulatory approval. Such transactions could, individually or in the aggregate, have a material effect on our operating results and financial condition, including short and long-term liquidity. Our acquisition activities could be material to our business. These activities could require us to use a substantial amount of cash or other liquid assets and/or incur debt. In addition, if goodwill recorded in connection with acquisitions were determined to be impaired, then we would be required to recognize a charge against our earnings, which could materially and adversely affect our results of operations during the period in which the impairment was recognized. Our acquisition activities could involve a number of additional risks, including the risks of:
| • | incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating the terms of potential transactions, resulting in our attention being diverted from the operation of our existing business; |
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| • | using inaccurate estimates and judgments to evaluate credit, operations, management and market risks with respect to the target institution or assets; |
| --- | --- |
| • | being potentially exposed to unknown or contingent liabilities of banks and businesses we acquire; |
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| • | changes in asset quality and credit risk as a result of the transaction; |
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| • | being required to expend time and expense to integrate the operations and personnel of the combined businesses; |
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| • | experiencing higher operating expenses relative to operating income from the new operations; |
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| • | creating an adverse short-term effect on our results of operations; |
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| • | losing key team members and customers as a result of an acquisition that is poorly received; and |
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| • | incurring significant problems relating to the conversion of the financial and customer data of the entity being acquired into our financial and customer product systems. |
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Depending on the condition of any institutions or assets that are acquired, any acquisition may, at least in the near term, materially adversely affect our capital and earnings and, if not successfully integrated following the acquisition, may continue to have such effects.
Generally, any acquisition of target financial institutions, banking centers or other banking assets by us may require approval by, and cooperation from, a number of governmental regulatory agencies, possibly including the Federal Reserve and the FDIC, as well as state banking regulators. Such regulators could deny our application based on their regulatory criteria or other considerations, which could restrict our growth, or the regulatory approvals may not be granted on terms that are acceptable to us. For example, we could be required to sell banking centers as a condition to receiving regulatory approvals, and such a condition may not be acceptable to us or may reduce the benefit of any acquisition.
We cannot assure you that we will be successful in overcoming these risks or any other problems encountered in connection with pending or potential acquisitions. Our inability to overcome these risks could have an adverse effect on levels of reported net income, return on equity and return on assets and the ability to achieve our business strategy and maintain market value.
Our common stock price could be volatile, which could result in losses for individual shareholders.
The market price of our common stock may be subject to significant fluctuations in response to a variety of factors, including, but not limited to:
| • | general economic, business and political conditions; |
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| • | changing market conditions in the broader stock market in general, or in the financial services industry in particular; |
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| • | monetary and fiscal policies, laws and regulations and other activities of the government, agencies and similar organizations; |
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| • | actual or anticipated variations in our operating results, financial condition or asset quality; |
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| • | our failure to meet analyst predictions and projections; |
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| • | collectability of loans; |
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| • | cost and other effects of legal and administrative cases and proceedings, claims, settlements and judgments; |
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| • | additions or departures of key personnel; |
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| • | trades of large blocks of our stock; |
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| • | announcements of innovations or new services by us or our competitors; |
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| • | future sales of our common stock or other securities; and |
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| • | other events or factors, many of which are beyond our control. |
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Due to these factors, you may not be able to sell your stock at or above the price you paid for it, which could result in substantial losses.
Our performance and results of operations depend in part on the soundness of other financial institutions.
Our ability to engage in routine investment and banking transactions, as well as the quality and value of our investments in equity securities and obligations of other financial institutions, could be adversely affected by the actions, financial condition and profitability of such other financial institutions with which we transact, including, without limitation, the FHLBA and our correspondent banks. Financial services institutions are interrelated as a result of shared credits, trading, clearing, counterparty and other relationships. As a result, defaults by, or even rumors or questions about, one or more financial institutions, or the financial services industry generally, could lead to market-wide liquidity problems and losses of depositor, creditor or counterparty confidence in certain institutions, and could lead to losses or defaults by other institutions. Any defaults by, or failures of, the institutions with whom we transact could adversely affect our debt and equity holdings in such other institutions, our participation interests in loans originated by other institutions, and our business, including our liquidity, consolidated financial condition and earnings.
Liquidity risks could affect our operations and jeopardize our financial condition.
Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the repayment or sale of loans and other sources could have a substantial negative effect on our liquidity. Our funding sources include federal funds, purchased securities sold under repurchase agreements, core and non-core deposits, and short- and long-term debt. We maintain a portfolio of securities that can be used as a source of liquidity. Other sources of liquidity are available should they be needed, such as through our acquisition of additional non-core deposits. Bancshares may be able, depending on market conditions, to issue and sell debt securities and preferred or common equity securities in public or private transactions. Our access to funding sources in amounts adequate to finance or capitalize our activities or on acceptable terms could be impaired by factors that affect us specifically or the financial services industry or economy in general, such as further disruption in the financial markets, negative views and expectations about the prospects for the financial services industry, deterioration within the credit markets, or the financial condition, liquidity or profitability of the financial institutions with which we transact.
We depend on the services of our management team and board of directors, and the unexpected loss of key officers or directors may adversely affect our operations.
A departure of any of our executive officers, other key personnel or directors could adversely affect our operations. The community involvement of our executive officers and directors and our directors’ diverse and extensive business relationships are important to our success. A material change in the composition of our management team or board of directors could cause our business to suffer.
Changes in tax laws and interpretations and tax challenges may adversely affect our financial results.
The enactment of federal tax reform has had, and is expected to continue to have, far reaching and significant effects on us, our customers and the United States economy. Further, the income tax treatment of corporations may at any time be clarified and/or modified through legislation, administration or judicial changes or interpretations. These changes or interpretations could adversely affect us, either directly or as a result of the effects on our customers.
In the course of our business, we are sometimes subject to challenges from taxing authorities, including the Internal Revenue Service, individual states and municipalities, regarding amounts due. These challenges may result in adjustments to the timing or amount of taxable income or deductions or allocation of income among tax jurisdictions, all of which may require a greater provisioning for taxes or otherwise negatively affect our financial results.
| Item 1B. | Unresolved Staff Comments. |
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None.
| Item 2. | Properties. |
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With the exception of its offices located in Knoxville and Powell, Tennessee, which are leased, the Bank owns all of its offices, including its executive offices, without encumbrances. ALC owns a commercial building in Jackson, Alabama, which houses its Jackson branch office, and leases additional office space throughout Alabama and southeast Mississippi. Bancshares does not separately own any property, and to the extent that its activities require the use of physical office facilities, such activities are conducted at the offices of the Bank. We believe that our properties are sufficient for our operations at the current time.
| Item 3. | Legal Proceedings. |
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We are party to certain ordinary course litigation, and we intend to vigorously defend ourselves in all such litigation. In the opinion of management, based on a review and consultation with our legal counsel, the outcome of such ordinary course litigation should not have a material adverse effect on our consolidated financial statements or results of operation.
| Item 4. | Mine Safety Disclosures. |
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Not applicable.
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
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Bancshares’ common stock is listed on the Nasdaq Capital Market under the symbol “FUSB.” Prior to our name change on October 11, 2016, our common stock was listed on the Nasdaq Capital Market under the symbol “USBI.” As of March 16, 2020, there were 715 record holders of Bancshares’ common stock (excluding any participants in any clearing agency and “street name” holders).
During the years ended December 31, 2019 and 2018, respectively, Bancshares declared total dividends of $0.09 and $0.08 per common share. Bancshares expects to continue to pay comparable cash dividends in the future, subject to the results of operations of Bancshares and the Bank, legal and regulatory requirements and potential limitations imposed by financial covenants with third parties.
Share Repurchases
The following table sets forth purchases made by or on behalf of Bancshares or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, of shares of Bancshares’ common stock during the fourth quarter of 2019.
| Issuer Purchases of Equity Securities | ||||||||
|---|---|---|---|---|---|---|---|---|
| Period | Total<br><br><br>Number of<br><br><br>Shares<br><br><br>Purchased (1) | Average<br><br><br>Price<br><br><br>Paid per<br><br><br>Share | Total Number of<br><br><br>Shares Purchased<br><br><br>as Part of Publicly<br><br><br>Announced<br><br><br>Programs (1) | Maximum Number of<br><br><br>Shares that May<br><br><br>Yet Be Purchased<br><br><br>Under the Programs (1) | ||||
| October 1-31, 2019 | — | $ | — | — | 158,103 | |||
| November 1-30, 2019 | 48,833 | $ | 10.39 | 48,833 | 109,270 | |||
| December 1-31, 2019 | 15,705 | $ | 10.82 | 15,705 | 93,565 | |||
| Total | 64,538 | $ | 10.50 | 64,538 | 93,565 | |||
| (1) | All shares were repurchased pursuant to Bancshares’ publicly announced share repurchase program. On December 18, 2019, the Board of Directors extended the share repurchase program initially approved by the Board on January 19, 2006, which authorized the repurchase of up to 642,785 shares of common stock. As of December 31, 2019, Bancshares was authorized to repurchase up to 93,565 shares of common stock prior to the expiration date of December 31, 2020. | |||||||
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Securities Authorized for Issuance under Equity Compensation Plans
Information regarding securities authorized for issuance under our equity compensation plans is incorporated by reference to Item 12 of this Annual Report on Form 10-K.
| Item 6. | Selected Financial Data |
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FIRST US BANCSHARES, INC. AND SUBSIDIARIES
SELECTED FINANCIAL DATA
| Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||
| (Dollars in Thousands, except Per Share Amounts) | |||||||||||||||
| Results of Operations: | |||||||||||||||
| Interest income | $ | 43,588 | $ | 37,138 | $ | 31,100 | $ | 30,155 | $ | 29,897 | |||||
| Interest expense | 6,646 | 4,350 | 2,706 | 2,271 | 2,289 | ||||||||||
| Net interest income | 36,942 | 32,788 | 28,394 | 27,884 | 27,608 | ||||||||||
| Provision for loan and lease losses | 2,714 | 2,622 | 1,987 | 3,197 | 216 | ||||||||||
| Non-interest income | 5,366 | 5,610 | 4,666 | 5,201 | 4,531 | ||||||||||
| Non-interest expense | 33,782 | 32,385 | 28,449 | 28,495 | 28,377 | ||||||||||
| Income before income taxes | 5,812 | 3,391 | 2,624 | 1,393 | 3,546 | ||||||||||
| Provision for income taxes | 1,246 | 901 | 3,035 | 169 | 951 | ||||||||||
| Net income (loss) | $ | 4,566 | $ | 2,490 | $ | (411 | ) | $ | 1,224 | $ | 2,595 | ||||
| Per Share Data: | |||||||||||||||
| Basic net income (loss) per share | $ | 0.71 | $ | 0.40 | $ | (0.07 | ) | $ | 0.20 | $ | 0.42 | ||||
| Diluted net income (loss) per share | $ | 0.67 | $ | 0.37 | $ | (0.07 | ) | $ | 0.19 | $ | 0.41 | ||||
| Dividends per share | $ | 0.09 | $ | 0.08 | $ | 0.08 | $ | 0.08 | $ | 0.08 | |||||
| Common stock price - High | $ | 11.93 | $ | 13.62 | $ | 15.14 | $ | 11.84 | $ | 9.74 | |||||
| Common stock price - Low | $ | 7.60 | $ | 7.60 | $ | 10.38 | $ | 7.90 | $ | 7.75 | |||||
| Period end price per share | $ | 11.61 | $ | 7.95 | $ | 12.80 | $ | 11.11 | $ | 8.92 | |||||
| Period end shares outstanding (in thousands) | 6,158 | 6,298 | 6,082 | 6,043 | 6,039 | ||||||||||
| Period-End Balance Sheet: | |||||||||||||||
| Total assets | $ | 788,738 | $ | 791,939 | $ | 625,581 | $ | 606,892 | $ | 575,782 | |||||
| Loans, net of allowance for loan and lease losses | 545,243 | 514,867 | 346,121 | 322,772 | 255,432 | ||||||||||
| Allowance for loan and lease losses | 5,762 | 5,055 | 4,774 | 4,856 | 3,781 | ||||||||||
| Investment securities, net | 108,356 | 153,949 | 180,150 | 207,814 | 231,202 | ||||||||||
| Total deposits | 683,662 | 704,725 | 517,079 | 497,556 | 479,258 | ||||||||||
| Short-term borrowings | 10,025 | 527 | 15,594 | 10,119 | 7,354 | ||||||||||
| Long-term debt | — | — | 10,000 | 15,000 | 5,000 | ||||||||||
| Total shareholders’ equity | 84,748 | 79,437 | 76,208 | 76,241 | 77,030 | ||||||||||
| Book value | 13.76 | 12.61 | 12.53 | 12.62 | 12.76 | ||||||||||
| Performance Ratios: | |||||||||||||||
| Loans to deposits | 79.8 | % | 73.1 | % | 66.9 | % | 64.9 | % | 53.3 | % | |||||
| Net interest margin | 5.18 | % | 5.27 | % | 5.08 | % | 5.16 | % | 5.36 | % | |||||
| Return on average assets | 0.58 | % | 0.36 | % | (0.07 | )% | 0.21 | % | 0.46 | % | |||||
| Return on average equity | 5.51 | % | 3.26 | % | (0.52 | )% | 1.56 | % | 3.41 | % | |||||
| Asset Quality: | |||||||||||||||
| Allowance for loan and lease losses as % of loans | 1.05 | % | 0.97 | % | 1.36 | % | 1.48 | % | 1.46 | % | |||||
| Nonperforming assets as % of loans and other real estate | 0.87 | % | 0.82 | % | 1.67 | % | 2.19 | % | 3.45 | % | |||||
| Nonperforming assets as % of total assets | 0.61 | % | 0.54 | % | 0.95 | % | 1.20 | % | 1.59 | % | |||||
| Net charge-offs as a % of average loans | 0.38 | % | 0.57 | % | 0.62 | % | 0.72 | % | 1.07 | % | |||||
| Capital Adequacy: | |||||||||||||||
| CET 1 risk-based capital ratio | 12.78 | % | 12.62 | % | 18.41 | % | 19.01 | % | 22.19 | % | |||||
| Tier 1 risk-based capital ratio | 12.78 | % | 12.62 | % | 18.41 | % | 19.01 | % | 22.19 | % | |||||
| Total risk-based capital ratio | 13.77 | % | 13.53 | % | 19.60 | % | 20.26 | % | 23.35 | % | |||||
| Tier 1 leverage ratio | 9.61 | % | 8.96 | % | 11.89 | % | 12.27 | % | 13.02 | % | |||||
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||||||||||||||
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Forward-Looking Statements
Statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). In addition, First US Bancshares, Inc. (“Bancshares” and, together with its subsidiaries, the “Company”), through its senior management, from time to time makes forward-looking statements concerning its expected future operations and performance and other developments. The words “estimate,” “project,” “intend,” “anticipate,” “expect,” “believe,” “continues” and similar expressions are indicative of forward-looking statements. Such forward-looking statements are necessarily estimates reflecting the Company’s best judgment based on current information and involve a number of risks and uncertainties, and various factors could cause results to differ materially from those contemplated by such forward-looking statements. Such factors could include those identified from time to time in the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements, including the risk factors described in this Annual Report on Form 10-K for the year ended December 31, 2019. Specifically, with respect to statements relating to the sufficiency of the allowance for loan and lease losses, loan demand, cash flows, growth and earnings potential and expansion, these factors include, but are not limited to, the rate of growth (or lack thereof) in the economy generally and in the Company’s service areas, market conditions and investment returns, changes in interest rates, the impact of the current outbreak of the novel coronavirus (COVID-19), the pending discontinuation of LIBOR as an interest rate benchmark, the availability of quality loans in the Company’s service areas, the relative strength and weakness in the consumer and commercial credit sectors and in the real estate markets, collateral values and cybersecurity threats. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to revise forward-looking statements to reflect circumstances or events that occur after the dates on which the forward-looking statements are made, except as required by law.
In addition, the Company’s business is subject to a number of general and market risks that could affect any forward-looking statements, including the risks discussed under Item 1A herein entitled “Risk Factors.”
DESCRIPTION OF THE BUSINESS
First US Bancshares, Inc., a Delaware corporation (“Bancshares”), is a bank holding company with its principal offices in Birmingham, Alabama. Bancshares operates one commercial banking subsidiary, First US Bank (the “Bank”). As of December 31, 2019, the Bank operated and served its customers through 20 banking offices located in Birmingham, Bucksville, Butler, Calera, Centreville, Columbiana, Gilbertown, Grove Hill, Harpersville, Jackson, Thomasville, Tuscaloosa and Woodstock, Alabama; Knoxville and Powell, Tennessee; and Rose Hill and Ewing, Virginia. In addition, as of December 31, 2019, the Bank operated loan production offices in Mobile, Alabama and the Chattanooga, Tennessee area.
The Bank owns all of the stock of Acceptance Loan Company, Inc., an Alabama corporation (“ALC”). ALC is a finance company headquartered in Mobile, Alabama that performs both indirect lending through third-party retailers and conventional consumer finance lending through a branch network. As of December 31, 2019, ALC conducted indirect lending in 11 states, including Alabama, Florida, Georgia, Kentucky, Mississippi, Missouri, North Carolina, South Carolina, Tennessee, Texas and Virginia, with loans underwritten centrally at ALC’s headquarters location. ALC’s branch network serves customers through 21 offices located in Alabama and southeast Mississippi. The Bank serves as the primary funding source for ALC’s operations. In recent years, ALC’s indirect lending portfolio has grown at a more rapid pace than conventional consumer finance lending. In general, the credit quality of indirect lending exceeds the credit quality of conventional consumer finance lending, with a commensurate reduction in yield and lower loss ratios. Effective January 1, 2020, Bancshares transferred a total of $45.5 million of the indirect loan portfolio from ALC to the Bank.
The Bank provides a wide range of commercial banking services to small- and medium-sized businesses, property managers, business executives, professionals and other individuals, while ALC’s business is focused on consumer lending.
FUSB Reinsurance, Inc., an Arizona corporation and a wholly-owned subsidiary of the Bank (“FUSB Reinsurance”), reinsures or “underwrites” credit life and credit accident and health insurance policies sold to the Bank’s and ALC’s consumer loan customers. FUSB Reinsurance is responsible for the first level of risk on these policies up to a specified maximum amount, and a primary third-party insurer retains the remaining risk. A third-party administrator is also responsible for performing most of the administrative functions of FUSB Reinsurance on a contract basis.
Delivery of the best possible financial services to customers remains an overall operational focus of Bancshares and its subsidiaries (collectively, the “Company”). The Company recognizes that attention to detail and responsiveness to customers’ desires are critical to customer satisfaction. The Company continues to upgrade technology, both in its financial services and in the training of its 280 full-time equivalent employees (as of December 31, 2019), to ensure customer satisfaction and convenience.
The following discussion and financial information are presented to aid in an understanding of the Company’s consolidated financial position, changes in financial position, results of operations and cash flows and should be read in conjunction with the Company’s Audited Consolidated Financial Statements and Notes thereto included herein. The emphasis of the discussion is on the years 2019 and 2018. All yields and ratios presented and discussed herein are recorded and presented on the accrual basis and not on the tax-equivalent basis, unless otherwise indicated.
RECENT MARKET CONDITIONS
Our financial condition and performance, as well as the ability of our borrowers to repay their loans, the value of collateral securing those loans, as well as demand for loans and other products and services that we offer, are all highly dependent on the business environment in the primary markets in which we operate and in the United States as a whole. During the first quarter of 2020, an outbreak of a novel strain of coronavirus (COVID-19), which was originally identified in Wuhan, China, has spread to a number of countries around the world, including the United States. COVID-19 and its associated impacts on trade (including supply chains and export levels), travel, employee productivity and other economic activities have had, are currently having and may for some time continue to have a destabilizing effect on financial markets and economic activity. The extent of the impact of COVID-19 on our operational and financial performance is currently uncertain, cannot be predicted and will depend on certain developments, including, among others, the duration and spread of COVID-19, its impact on our customers, employees and vendors, and governmental, regulatory and private sector responses, which may be precautionary, to the coronavirus.
In light of the changing economic outlook as a result of COVID-19, as well as other factors, including the possibility of an oil price war in March 2020, the 10-year Treasury yield has fallen to historic lows, and the equity markets have been significantly impacted. In response, the Federal Reserve reduced the target federal funds rate by 50 basis points on March 3, 2020, and then by an additional 100 basis points on March 15, 2020. The assets and liabilities of the Company may be significantly impacted by changes in interest rates. The Company is currently reviewing actions that it may take in response to these changes in the event that market turmoil continues for an extended period.
CRITICAL ACCOUNTING ESTIMATES
The preparation of the Company’s consolidated financial statements requires management to make subjective judgments associated with estimates. These estimates are necessary to comply with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and general banking practices. The estimates include accounting for the allowance for loan losses, goodwill and other intangible assets, other real estate owned, valuation of deferred tax assets and fair value measurements.
Allowance for Loan and Lease Losses
The Company maintains the allowance for loan and lease losses at a level deemed adequate by management to absorb probable losses from loans and leases in the portfolio at the balance sheet date. In determining the adequacy of the allowance for loan and lease losses, management considers numerous factors, including, but not limited to, management’s estimate of: (a) loan and lease loss experience; (b) the financial condition and liquidity of certain loan customers; and (c) collateral values of property securing certain loans and leases. Because these factors and others involve the use of management’s estimation and judgment, the allowance for loan and lease losses is inherently subject to adjustment at future dates. Unfavorable changes in the factors used by management to determine the adequacy of the allowance, including increased loan or lease delinquencies and subsequent charge-offs, or the availability of new information, could require additional provisions in excess of normal provisions to the allowance for loan and lease losses in future periods. No allowance for loan and lease losses is carried over or established at acquisition for purchased loans acquired in business combinations. Loans acquired in business combinations that are deemed impaired at acquisition, purchased credit impaired (“PCI”) loans, are grouped into pools and evaluated separately from the non-PCI portfolio. The estimated cash flows to be collected on PCI loans are discounted at a market rate of interest. Subsequent to the acquisition of PCI loans, estimates of cash flows expected to be collected are updated each reporting period based on updated assumptions regarding default rates, loss severities and other factors that are reflective of current market conditions. Subsequent decreases in expected cash flows will generally result in a provision for loan losses. Subsequent increases in expected cash flows will generally result in a reversal of the provision for loan losses to the extent of prior charges. There can be no assurance that loan and lease losses in future periods will not exceed the allowance for loan and lease losses or that additions to the allowances will not be required.
Goodwill and Other Intangible Assets
Goodwill arises from business combinations and is generally determined as the excess of cost over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is determined to have an indefinite useful life and is not amortized, but is tested for impairment at least annually or more frequently if events or circumstances exist that indicate that a goodwill impairment test should be performed. The Company performs its annual goodwill impairment test as of October 1.
Other intangible assets consist of core deposit intangible assets arising from acquisitions. Core deposit intangibles have definite useful lives and are amortized on an accelerated basis over their estimated useful lives. The Company’s core deposit intangibles have estimated useful lives of 7 years. In addition, these intangibles are evaluated for impairment whenever events or circumstances exist that indicate that the carrying amount should be reevaluated.
Other Real Estate Owned
Other real estate owned (“OREO”) consists of properties obtained through foreclosure or in satisfaction of loans and is reported at the net realizable value of the property, less estimated costs to sell. Estimates of fair value are generally based on third-party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes discounted based on management’s knowledge of the property and/or changes in market conditions from the date of the most recent appraisal. Such discounts are typically unobservable inputs for determining fair value.
Deferred Tax Asset Valuation
Income tax expense and current and deferred tax assets and liabilities reflect management’s best estimate of current and future taxes to be paid. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in the future. Deferred tax assets may also arise from the carryforward of operating loss or tax credit carryforwards as allowed by applicable federal or state tax jurisdictions. In evaluating the ability to recover deferred tax assets in the tax jurisdictions from which they arise, management considers all available positive and negative evidence, including the Company’s historical earnings and, in particular, the results of recent operations, expected reversals of temporary differences, the ability to utilize tax planning strategies and the expiration dates of any operating loss and tax credit carryforwards. A valuation allowance is recognized for a deferred tax asset if, based on the weight of all available evidence, it is more likely than not that some portion of or the entire deferred tax asset will not be realized. The assumptions about the amount of future taxable income require the use of significant judgment and are consistent with the plans and estimates that management uses in the underlying business. At this time, management considers it to be more likely than not that the Company will have sufficient taxable income in the future to allow all deferred tax assets to be realized. Accordingly, a valuation allowance was not established for deferred tax assets as of December 31, 2019 and 2018.
Fair Value Measurements
Portions of the Company’s assets and liabilities are carried at fair value, with changes in fair value recorded either in earnings or accumulated other comprehensive income (loss). These include securities available-for-sale, impaired loans and derivatives. Additionally, other real estate and certain other assets acquired in foreclosure are reported at the lower of the recorded investment or fair value of the property, less estimated cost to sell. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. While management uses judgment when determining the price at which willing market participants would transact when there has been a significant decrease in the volume or level of activity for the asset or liability in relation to “normal” market activity, management’s objective is to determine the point within the range of fair value estimates that is most representative of a sale to a third party under current market conditions. The value to the Company if the asset or liability were held to maturity is not included in the fair value estimates.
A fair value measure should reflect the assumptions that market participants would use in pricing the asset or liability, including the assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance. Fair value is measured based on a variety of inputs that the Company utilizes. Fair value may be based on quoted market prices for identical assets or liabilities traded in active markets (Level 1 valuations). If market prices are not available, we may use quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market (Level 2 valuations). Where observable market data is not available, the valuation is generated from model-based techniques that use significant assumptions not observable in the market, but that are observable based on Company-specific data (Level 3 valuations). These unobservable assumptions reflect the Company’s own estimates for assumptions that market participants would use in pricing the asset or liability.
Other Significant Accounting Policies
Other significant accounting policies, not involving the same level of measurable uncertainties as those discussed above, are nevertheless important to an understanding of the consolidated financial statements. Policies related to revenue recognition, investment securities and long-lived assets require difficult judgments on complex matters that are often subject to multiple and recent changes in the authoritative guidance. Certain of these matters are among topics currently under re-examination by accounting standard setters and regulators. Specific conclusions have not been reached by these standard setters, and outcomes cannot be predicted with confidence. See Note 2, “Summary of Significant Accounting Policies,” in the Notes to the Consolidated Financial Statements, which discusses accounting policies that we have selected from acceptable alternatives.
EXECUTIVE OVERVIEW
For the year ended December 31, 2019, the Company earned net income of $4.6 million, or $0.67 per diluted common share, compared to net income of $2.5 million, or $0.37 per diluted common share, for the year ended December 31, 2018. The improvement in earnings for the year ended December 31, 2019 compared to December 31, 2018 resulted primarily from additional earning assets and efficiencies of scale obtained as a result of the Company’s acquisition of The Peoples Bank (“TPB”) in August 2018, as well as loan growth during 2019. As of December 31, 2019, the Company’s net loans totaled $545.2 million, compared to $514.9 million as of December 31, 2018, an increase of $30.3 million, or 5.9%.
Summarized condensed consolidated statements of operations are included below for the years ended December 31, 2019 and 2018, respectively.
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| (Dollars in Thousands) | ||||
| Interest income | $ | 43,588 | $ | 37,138 |
| Interest expense | 6,646 | 4,350 | ||
| Net interest income | 36,942 | 32,788 | ||
| Provision for loan losses | 2,714 | 2,622 | ||
| Net interest income after provision for loan losses | 34,228 | 30,166 | ||
| Non-interest income | 5,366 | 5,610 | ||
| Non-interest expense | 33,782 | 32,385 | ||
| Income before income taxes | 5,812 | 3,391 | ||
| Provision for income taxes | 1,246 | 901 | ||
| Net income | $ | 4,566 | $ | 2,490 |
Significant Impacts on Earnings
The following discussion summarizes the most significant activity that drove changes in the Company’s net income during 2019 as compared to 2018.
Net Interest Income
Net interest income increased by $4.2 million, or 12.7%, due primarily to increases in average loans outstanding attributable to the acquisition of TPB, as well as the organic loan growth experienced during 2019. The average loan balance for the year ended December 31, 2019 was $527.3 million, compared to $414.1 million for the year ended December 31, 2018. The increases in interest income resulting from loan growth were partially offset by increases in interest expense due to an increase in average interest-bearing liabilities following the acquisition of TPB. The average balance of interest-bearing liabilities was $580.8 million during the year ended December 31, 2019, compared to $507.9 million during the year ended December 31, 2018. Net interest margin decreased to 5.18% for the year ended December 31, 2019, compared to 5.27% for the year ended December 31, 2018. Yields earned on interest-earning assets improved by 14 basis points comparing 2019 to 2018; however, these gains were offset by a 28-basis point increase in rates on interest-bearing liabilities, comparing the two years. There was a decrease in the average yield on loans at ALC due to a continued shift toward indirect sales loans with a lower yield but higher credit quality.
Provision for Loan and Lease Losses
The provision for loan and lease losses increased by $0.1 million in 2019 compared to 2018. At the Bank, the provision for loan and lease losses increased by $0.6 million comparing the years ended December 31, 2019 and 2018, primarily due to loan growth of $24.1 million. The increase in provisioning at the Bank was partially offset by a decrease of $0.5 million in the provision for loan and lease losses at ALC comparing 2019 to 2018, due primarily to slower loan growth, as well as reduced charge-offs. During the year ended December 31, 2019, ALC’s consumer loans portfolio, including consumer, branch retail and indirect sales loans, increased by $7.4 million compared to an increase of $11.4 million during the year ended December 31, 2018.
Non-interest Income
Non-interest income decreased by $0.2 million comparing the years ended December 31, 2019 and 2018. The decrease comparing the year ended December 31, 2019 to the year ended December 31, 2018 was mostly attributable to nonrecurring gains on the settlement of derivative contracts of $1.0 million that occurred during 2018. This decrease was partially offset by a full year of lease income recognized during the year ended December 31, 2019 associated with the lease-up of office space at the Company’s new headquarters location in Birmingham, Alabama. Lease-up of the space occurred at the end of the fourth quarter of 2018.
Non-interest Expense
Non-interest expense in 2019 increased by $1.4 million compared to 2018. The majority of the 2019 increase was due to a full year of TPB operations in 2019, compared to only four months of TPB operations in 2018 following the acquisition. This increase was partially offset by nonrecurring acquisition expenses of $1.6 million that were recorded in 2018 in connection with the acquisition of TPB.
Provision for Income Taxes
The Company’s effective tax rate decreased to 21.4% for the year ended December 31, 2019, compared to 26.6% for the year ended December 31, 2018. The reduction in the Company’s effective tax rate comparing 2019 to 2018 resulted primarily from certain non-deductible expenses associated with the acquisition of TPB in 2018 that were not incurred in 2019.
Balance Sheet Management
As of December 31, 2019, the Company’s assets totaled $788.7 million, compared to $791.9 million as of December 31, 2018, a decrease of 0.40%. The discussion below presents significant balance sheet components comparing December 31, 2019 to December 31, 2018.
Loans and Credit Quality
Net loans increased to $545.2 million as of December 31, 2019, compared to $514.9 as of December 31, 2018. This growth included $24.1 million attributable to the Bank’s commercial lending efforts, along with $6.1 million in growth at ALC. ALC’s growth was most pronounced in its indirect sales portfolio, which has been an area of focus for management over the past several years.
As of December 31, 2019 and 2018, the allowance for loan and lease losses totaled $5.8 million and $5.1 million, respectively, or 1.05% and 0.97% of gross loans outstanding, respectively. In accordance with generally accepted accounting principles for acquisition accounting, the loans acquired through the TPB acquisition in 2018 were recorded at fair value; accordingly, there was no allowance for loan and lease losses associated with the acquired loan portfolio at the acquisition date. Management continues to evaluate the need for an allowance on the acquired portfolio, factoring in the remaining fair value discount on the loans, which totaled 1.05% and 1.27% of gross acquired loans as of December 31, 2019 and 2018, respectively. The allowance for loan and lease losses as a percentage of non-acquired gross loans outstanding was 1.29% and 1.36% as of December 31, 2019 and 2018, respectively.
Nonperforming assets, including loans in non-accrual status and other real estate owned (OREO), increased to $4.8 million as of December 31, 2019, compared to $4.3 million as of December 31, 2018. As a percentage of total assets, non-performing assets totaled 0.61% as of December 31, 2019, compared to 0.54% of total assets as of December 31, 2018. Non-accrual loans totaled $3.7 million as of December 31, 2019, compared to $2.8 million as of December 31, 2018.
Investment Securities
The investment securities portfolio continues to provide the Company with additional liquidity and allows management to fund a portion of loan growth from the maturity and payoff of securities within the portfolio. During the years ended December 31, 2019 and 2018, investment maturities and sales outpaced purchases as management generally re-deployed maturing securities into other interest-earning assets, including loans or excess cash and federal funds sold that may be used to fund future loan growth. As of December 31, 2019, the investment securities portfolio totaled $108.4 million, compared to $153.9 million as of December 31, 2018. Management monitors its liquidity position, including forecasted expectations related to loan growth, when making determinations about whether to re-invest in the securities portfolio.
Right-of-Use Asset and Lease Liability
Effective January 1, 2019, the Company adopted ASU 2016-02, Leases, by recognizing a right-of-use asset and lease liability associated with certain leases in which the Bank or ALC is lessee. As of December 31, 2019, the right-of-use asset and lease liability totaled $3.5 million and $3.6 million, respectively. The right-of-use asset is included in other assets on the balance sheet, while the lease liability is included in other liabilities. The adoption of ASU 2016-02 did not have a material impact on the Company’s income or expenses associated with its existing leases.
Deposits and Borrowings
Deposits totaled $683.7 million as of December 31, 2019, compared to $704.7 million as of December 31, 2018. In an effort to improve the efficiency of the Company’s balance sheet and reduce interest expense, during the year ended December 31, 2019, management reduced wholesale deposit funding sources by allowing $25.9 million in net brokered deposits to mature without renewal. Core deposits increased slightly by $1.4 million during the year ended December 31, 2019.
Liquidity and Capital
The Company continues to maintain excess funding capacity to provide adequate liquidity for loan growth, capital expenditures and ongoing operations. The Company benefits from a strong deposit base, a liquid investment securities portfolio and access to funding from a variety of sources, including federal funds lines, FHLB advances and brokered deposits. Management believes that continued success in loan growth efforts at both the Bank and ALC, combined with continued adherence to established credit underwriting standards, will strengthen both the diversity and credit quality of the Company’s loan portfolio, while improving interest and fee income on loans.
During 2019, the Bank continued to maintain capital ratios at higher levels than the ratios required to be considered a “well-capitalized” institution under applicable banking regulations. As of December 31, 2019, the Bank’s common equity Tier 1 capital and Tier 1 risk-based capital ratios were each 12.78%. Its total capital ratio was 13.77%, and its Tier 1 leverage ratio was 9.61%.
Cash Dividend
The Company declared cash dividends of $0.09 per share on its common stock during 2019. In the fourth quarter of 2019, the dividend was increased to $0.03 per share from the previous level of $0.02 per share. This represented the first increase in the Company’s dividend since 2014.
Share Repurchases
During 2019, the Company completed share repurchases totaling 148,738 shares at a weighted average price of $9.94 per share. The shares were repurchased under the Company’s existing share repurchase program, which was originally approved by the Company’s Board of Directors in 2006. As of December 31, 2019, a total of 93,565 shares remained available for repurchase under the program.
RESULTS OF OPERATIONS
Net Interest Income
Net interest income is calculated as the difference between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Fluctuations in interest rates, as well as volume and mix changes in earning assets and interest-bearing liabilities, can materially impact net interest income. The Company’s earning assets consist of loans at both the Bank and ALC, as well as taxable and tax-exempt investments, federal funds sold by the Bank and interest-bearing deposits in banks. Interest-bearing liabilities consist of interest-bearing demand deposits and savings and time deposits, as well as short-term borrowings.
The following table shows the average balances of each principal category of assets, liabilities and shareholders’ equity for the years ended December 31, 2019 and 2018. Additionally, the table provides an analysis of interest revenue or expense associated with each category, along with the accompanying yield or rate percentage. Net interest margin is calculated for each period presented as net interest income divided by average total interest-earning assets.
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||||||||||
| Average<br><br><br>Balance | Interest | Annualized<br><br><br>Yield/<br><br><br>Rate % | Average<br><br><br>Balance | Interest | Annualized<br><br><br>Yield/<br><br><br>Rate % | |||||||||
| (Dollars in Thousands) | ||||||||||||||
| ASSETS | ||||||||||||||
| Interest-earning assets: | ||||||||||||||
| Loans – Bank (Note A) | $ | 421,932 | $ | 21,916 | 5.19 | % | $ | 313,552 | $ | 15,196 | 4.85 | % | ||
| Loans – ALC (Note A) | 105,378 | 17,719 | 16.81 | % | 100,516 | 17,703 | 17.61 | % | ||||||
| Taxable investment securities | 130,262 | 2,710 | 2.08 | % | 165,496 | 3,290 | 1.99 | % | ||||||
| Tax-exempt investment securities | 1,978 | 55 | 2.78 | % | 3,866 | 132 | 3.41 | % | ||||||
| Federal Home Loan Bank stock | 925 | 58 | 6.27 | % | 1,241 | 76 | 6.12 | % | ||||||
| Federal funds sold | 11,700 | 272 | 2.32 | % | 9,054 | 182 | 2.01 | % | ||||||
| Interest-bearing deposits in banks | 40,853 | 858 | 2.10 | % | 28,362 | 559 | 1.97 | % | ||||||
| Total interest-earning assets | 713,028 | 43,588 | 6.11 | % | 622,087 | 37,138 | 5.97 | % | ||||||
| Non-interest-earning assets: | ||||||||||||||
| Other assets | 71,723 | 61,813 | ||||||||||||
| Total | $ | 784,751 | $ | 683,900 | ||||||||||
| LIABILITIES AND SHAREHOLDERS’<br><br><br>EQUITY | ||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||
| Demand deposits | $ | 167,308 | $ | 848 | 0.51 | % | $ | 161,518 | $ | 725 | 0.45 | % | ||
| Savings deposits | 161,371 | 1,632 | 1.01 | % | 122,508 | 895 | 0.73 | % | ||||||
| Time deposits | 246,880 | 4,074 | 1.65 | % | 211,136 | 2,531 | 1.20 | % | ||||||
| Borrowings | 5,237 | 92 | 1.76 | % | 12,767 | 199 | 1.56 | % | ||||||
| Total interest-bearing liabilities | 580,796 | 6,646 | 1.14 | % | 507,929 | 4,350 | 0.86 | % | ||||||
| Non-interest-bearing liabilities: | ||||||||||||||
| Demand deposits | 111,214 | 92,030 | ||||||||||||
| Other liabilities | 9,910 | 7,473 | ||||||||||||
| Shareholders’ equity | 82,831 | 76,468 | ||||||||||||
| Total | $ | 784,751 | $ | 683,900 | ||||||||||
| Net interest income (Note B) | $ | 36,942 | $ | 32,788 | ||||||||||
| Net interest margin | 5.18 | % | 5.27 | % |
Note A — For the purpose of these computations, non-accruing loans are included in the average loan amounts outstanding. At the Bank, these loans averaged $1.1 million and $0.9 million for 2019 and 2018, respectively. At ALC, these loans averaged $0.8 million and $1.1 million for the respective periods presented.
Note B — Loan fees are included in the interest amounts presented. At the Bank, loan fees totaled $0.5 million and $0.7 million for 2019 and 2018, respectively. At ALC, loan fees totaled $1.4 million and $2.0 million for the respective periods presented.
The following table summarizes the impact of variances in volume and rate of interest-earning assets and interest-bearing liabilities on components of net interest income.
| 2019 Compared to 2018<br><br><br>Increase (Decrease)<br><br><br>Due to Change In: | 2018 Compared to 2017<br><br><br>Increase (Decrease)<br><br><br>Due to Change In: | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Volume | Average<br><br><br>Rate | Net | Volume | Average<br><br><br>Rate | Net | |||||||||||||
| (Dollars in Thousands) | ||||||||||||||||||
| Interest earned on: | ||||||||||||||||||
| Loans – Bank | $ | 5,253 | $ | 1,467 | $ | 6,720 | $ | 2,998 | $ | 2,068 | $ | 5,066 | ||||||
| Loans – ALC | 856 | (840 | ) | 16 | 2,014 | (1,177 | ) | 837 | ||||||||||
| Taxable investments | (700 | ) | 120 | (580 | ) | (438 | ) | 318 | (120 | ) | ||||||||
| Tax-exempt investments | (64 | ) | (13 | ) | (77 | ) | (163 | ) | (9 | ) | (172 | ) | ||||||
| Federal Home Loan Bank stock | (19 | ) | 1 | (18 | ) | (13 | ) | 12 | (1 | ) | ||||||||
| Federal funds | 53 | 37 | 90 | 122 | 40 | 162 | ||||||||||||
| Interest-bearing deposits in banks | 246 | 53 | 299 | 31 | 235 | 266 | ||||||||||||
| Total interest-earning assets | 5,625 | 825 | 6,450 | 4,551 | 1,487 | 6,038 | ||||||||||||
| Interest expense on: | ||||||||||||||||||
| Demand deposits | 26 | 97 | 123 | (7 | ) | 99 | 92 | |||||||||||
| Savings deposits | 284 | 453 | 737 | 100 | 596 | 696 | ||||||||||||
| Time deposits | 428 | 1,115 | 1,543 | 237 | 719 | 956 | ||||||||||||
| Other borrowings | (117 | ) | 10 | (107 | ) | (134 | ) | 34 | (100 | ) | ||||||||
| Total interest-bearing liabilities | 621 | 1,675 | 2,296 | 196 | 1,448 | 1,644 | ||||||||||||
| Increase (decrease) in net interest income | $ | 5,004 | $ | (850 | ) | $ | 4,154 | $ | 4,355 | $ | 39 | $ | 4,394 |
Interest earned on loans at the Bank increased during the year ended December 31, 2019 compared to the year ended December 31, 2018, due primarily to increased loan volume, and to a lesser extent, an increase in the average interest rate earned on loans. Comparing 2019 to 2018, the Bank experienced an increase in average loans of $108.4 million. This increase was due to a full year of operations following the acquisition of TPB, as well as growth of $24.1 million in the Bank’s loan portfolio during 2019. Loan yields at the Bank increased in part due to higher yielding loans acquired from TPB, as well as accretion of the purchase accounting discount, which is included in interest income. At ALC, interest income was flat comparing 2019 to 2018. An increase in the average balance of loans at ALC was generally offset by a decrease in average yield resulting from the continuing shift of ALC’s earning assets mix to a higher percentage of indirect sales loans relative to the loan portfolio total. Indirect sales lending has been ALC’s primary focus over the past several years, and generally provides loans of higher credit quality than ALC’s other consumer loan categories, but at lower yields. Interest income from taxable and tax-exempt investment securities decreased during 2019 compared to 2018, primarily due to maturities and sales of investment securities. Interest income from other earnings assets, including federal funds sold and interest-bearing deposits in banks, increased in 2019 compared to 2018, due both to higher volume and higher yields.
Interest expense increased comparing the years ended December 31, 2019 and 2018 due to an increase in average interest-bearing liabilities resulting from the acquisition of TPB, as well as an increase in the average rate on interest-bearing liabilities. Average interest-bearing liabilities increased $72.9 million comparing 2019 to 2018, and the average rate on interest-bearing liabilities increased 28 basis points comparing 2019 to 2018.
We expect that continued growth in net loan volume at both the Bank and ALC with loans of sufficient credit quality will enhance net interest income, particularly as resources are shifted from lower-earning excess cash balances, federal funds sold and investment securities into higher-earning loan balances. However, the competitive environment is significant relative to the generation of loans of high credit quality. At both the Bank and ALC, management is continuing to focus efforts on new loan origination within the parameters of established credit policy, while also maintaining vigilance in the deployment of strategies to effectively manage risks associated with interest rate fluctuations. In addition, the Bank experiences significant competitive pressure to both obtain and retain deposits. Net interest income could experience downward pressure as a result of increased competition for quality loan and deposit funding opportunities, as well fluctuations in the interest rate environment.
Provision for Loan and Lease Losses
The provision for loan and lease losses is an expense used to establish the allowance for loan and lease losses. Actual losses, net of recoveries, are charged directly to the allowance for loan and lease losses. The expense recorded for each reporting period is a reflection of actual net losses experienced during the period and management’s judgment as to the adequacy of the allowance to absorb losses inherent in the portfolio as of the balance sheet date. The following table presents the provision for loan and lease losses for the Bank and ALC for the years ended December 31, 2019 and 2018:
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| (Dollars in Thousands) | ||||
| Bank | $ | 788 | $ | 215 |
| ALC | 1,926 | 2,407 | ||
| Net provision for loan and lease losses | $ | 2,714 | $ | 2,622 |
At the Bank, the increase in provision expense comparing the years ended December 31, 2019 and 2018 was due to an increase in loan volume during 2019 that was not experienced during 2018, not factoring in growth in 2018 that resulted from the acquisition of TPB. The Bank experienced loan growth of $24.3 million during the year ended December 31, 2019, mostly attributable to the Bank’s commercial lending efforts, compared to $14.6 million in organic loan growth during 2018. The Bank’s allowance for loan and lease losses as a percentage of loans totaled 0.79% as of December 31, 2019, compared to 0.66% as of December 31, 2018. In accordance with generally accepted accounting principles for acquisition accounting, the loans acquired through the TPB acquisition during the third quarter of 2018 were recorded at fair value; accordingly, there was no allowance for loan and lease losses associated with the acquired loan portfolio at the acquisition date. Management continues to evaluate the need for an allowance on the acquired portfolio, factoring in the remaining fair value discount on the loans, which totaled 1.05% and 1.27% of gross acquired loans as of December 31, 2019 and 2018, respectively. At the Bank, the allowance for loan and lease losses as a percentage of non-acquired gross loans outstanding was 1.03% and 1.01% as of December 31, 2019 and 2018, respectively.
At ALC, the provision for loan and lease losses decreased comparing the years ended December 31, 2019 and 2018 due to slower loan growth and reduced charge-offs at ALC during 2019 compared to 2018. During the year ended December 31, 2019, ALC’s loan portfolio, including consumer, branch retail and indirect sales loans, increased by $7.4 million compared to an increase of $11.4 million during the year ended December 31, 2018. Net charge-offs as a percentage of average loans at ALC totaled 1.87% and 2.40% for the years ended December 31, 2019 and 2018, respectively. ALC’s allowance for loan and lease losses as a percentage of loans totaled 2.09% as of December 31, 2019, compared to 2.26% as of December 31, 2018. The decrease in net charge-offs and the allowance for loan and lease losses as a percentage of loans was due to the changing mix of ALC’s portfolio to indirect lending, which enhanced the credit quality of ALC’s loan portfolio.
For the Company, the allowance for loan and lease losses as a percentage of loans totaled 1.05% as of December 31, 2019, compared to 0.97% as of December 31, 2018. In addition, the allowance for loan and lease losses as a percentage of non-acquired gross loans outstanding was 1.29% and 1.36% as of December 31, 2019 and 2018, respectively. Based on our evaluation of the loan portfolio, we believe that the allowance for loan and lease losses at both the Bank and ALC is adequate to absorb losses inherent in the loan portfolio as of December 31, 2019. While we believe that the methodologies and calculations that have been used in the determination of the allowance are adequate, our conclusions are based on estimates and judgments. Factors beyond our control, such as changes in economic conditions impacting the national economy or the local service areas in which the Bank and ALC operate, may negatively and materially affect asset quality and the adequacy of the allowance for loan and lease losses, as well as the resulting provision for loan and lease losses. In general, we expect the provision for loan and lease losses to increase commensurate with growth in loan volume at both the Bank and ALC.
Non-Interest Income
Non-interest income represents fees and income derived from sources other than interest-earning assets. The following table presents the major components of non-interest income for the periods indicated:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | Change | % Change | ||||||
| (Dollars in Thousands) | |||||||||
| Service charges and other fees on deposit accounts | $ | 1,828 | $ | 1,895 | ) | (3.5 | )% | ||
| Credit insurance commissions and fees | 549 | 633 | ) | (13.3 | )% | ||||
| Bank-owned life insurance | 431 | 427 | 0.9 | % | |||||
| Net gain on sale and prepayment of investment securities | 92 | 118 | ) | (22.0 | )% | ||||
| Net gain on settlement of derivative contracts | — | 981 | ) | (100.0 | )% | ||||
| Mortgage fees from secondary market | 475 | 507 | ) | (6.3 | )% | ||||
| Lease income | 845 | 123 | 587.0 | % | |||||
| Other income | 1,146 | 926 | 23.8 | % | |||||
| Total non-interest income | $ | 5,366 | $ | 5,610 | ) | (4.3 | )% |
All values are in US Dollars.
Non-interest income at the Bank consists of service charges and other fees on deposit accounts; bank-owned life insurance; net gains on the sale and prepayment of investment securities; net gains on the settlement of derivative contracts; fees from the secondary market mortgage activities; lease income; and other non-interest income, which includes fee income generated by the Bank, such as ATM fees and real estate rental income. Non-interest income at ALC consists of credit insurance commissions and fees and other non-interest income generated for ancillary services, such as ALC’s auto club membership program. The decrease in non-interest income comparing the year ended December 31, 2019 to the year ended December 31, 2018 was mostly attributable to nonrecurring gains on the settlement of derivative contracts of $1.0 million that occurred during 2018. The decrease was partially offset by a full year of lease income recognized during the year ended December 31, 2019 associated with the lease-up of office space at the Company’s new headquarters location in Birmingham, Alabama. Lease-up of the space occurred at the end of the fourth quarter of 2018. Certain categories of non-interest income are expected to provide a relatively stable source of revenues, while others may fluctuate significantly based on changes in economic conditions, regulation or other factors.
Non-Interest Expense
Non-interest expense represents expenses incurred from sources other than interest-bearing liabilities. The following table presents the major components of non-interest expense for the periods indicated:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | Change | % Change | ||||||
| (Dollars in Thousands) | |||||||||
| Salaries and employee benefits | $ | 20,352 | $ | 18,771 | 8.4 | % | |||
| Net occupancy and equipment expense | 4,230 | 3,677 | 15.0 | % | |||||
| Computer services | 1,525 | 1,300 | 17.3 | % | |||||
| Insurance expense and assessments | 790 | 890 | ) | (11.2 | )% | ||||
| Fees for professional services | 1,176 | 1,031 | 14.1 | % | |||||
| Postage, stationery and supplies | 873 | 829 | 5.3 | % | |||||
| Telephone/data communication | 867 | 811 | 6.9 | % | |||||
| Acquisition expenses | — | 1,641 | ) | (100.0 | )% | ||||
| Other real estate/foreclosure expense, net | 185 | 222 | ) | (16.7 | )% | ||||
| Other | 3,784 | 3,213 | 17.8 | % | |||||
| Total non-interest expense | $ | 33,782 | $ | 32,385 | 4.3 | % |
All values are in US Dollars.
The increase in non-interest expense in 2019 compared to 2018 was mostly due to a full year of TPB operations in 2019, compared to only four months of TPB operations in 2018 following the acquisition. The increase was partially offset by nonrecurring acquisition expenses of $1.6 million that were recorded in 2018 in connection with the acquisition of TPB. In general, non-interest expense is expected to increase over time due to inflationary pressures; however, management continues to maintain vigilance in efforts to reduce these costs where opportunities to do so exist.
Provision for Income Taxes
The provision for income taxes was $1.2 million and $0.9 million for the years ended December 31, 2019 and 2018, respectively. The Company’s effective tax rate was 21.4% and 26.6%, respectively, for 2019 and 2018. The reduction in the Company’s effective tax rate comparing 2019 to 2018 resulted primarily from certain non-deductible expenses associated with the acquisition of TPB in 2018 that were not incurred in 2019.
The effective tax rate is impacted by recurring items, such as changes in tax-exempt interest income earned from bank-qualified municipal bonds and loans and the cash surrender value of bank-owned life insurance. Management makes decisions about whether to invest in tax-exempt instruments on a case-by-case basis after considering a number of factors, including investment return, credit quality and the consistency of such investments with the Company’s overall strategy. The Company’s effective tax rate is expected to fluctuate commensurate with the level of these investments as compared to total pre-tax income.
BALANCE SHEET ANALYSIS
Investment Securities
The Company’s investment securities portfolio is used by management to provide liquidity, to generate interest income and for use as collateral for public deposits and wholesale funding. Risk and return can be adjusted by altering the duration, composition and/or balance of the portfolio. The expected average life of securities in the investment portfolio was 2.6 years and 2.9 years as of December 31, 2019 and 2018, respectively.
Available-for-sale securities are recorded at estimated fair value, with unrealized gains or losses recognized, net of taxes, in accumulated other comprehensive income, a separate component of shareholders’ equity. As of December 31, 2019, available-for-sale securities totaled $94.0 million, or 86.8% of the total investment portfolio, compared to $132.5 million, or 86.1% of the total investment portfolio, as of December 31, 2018. Available-for-sale securities consisted of residential and commercial mortgage-backed securities, U.S. Treasury securities and obligations of state and political subdivisions.
Held-to-maturity securities are recorded at amortized cost and represent securities that the Company both intends and has the ability to hold to maturity. As of December 31, 2019, held-to-maturity securities totaled $14.3 million, or 13.2% of the total investment portfolio, compared to $21.5 million, or 13.9% of the total investment portfolio, as of December 31, 2018. Held-to-maturity securities consisted of commercial mortgage-backed securities, obligations of U.S. government-sponsored agencies and obligations of states and political subdivisions.
During 2019, investment security maturities outpaced purchases as management generally re-deployed maturing securities into other interest-earning assets, including loans or excess cash and federal funds sold that may be used to fund future loan growth. Purchases of investment securities totaled $9.1 million, while proceeds from maturities and prepayments of investment securities totaled $43.1 million. In addition, management sold securities totaling $14.3 million during 2019, generating gains on sale of approximately $0.1 million. All sales were made from the available-for-sale portfolio in response to market conditions that, in management’s view, were favorable for sale. Management monitors its liquidity position, including forecasted expectations related to loan growth, when making determinations about whether to re-invest in the securities portfolio.
Management has structured the investment portfolio to provide cash flows on a monthly basis through interest earned and the maturity or payoff of securities in the portfolio. Purchase and sale transactions affecting the investment portfolio are directed by asset and liability management activities, with consideration given to the expected pace of loan growth and the current interest rate environment. See Note 4, “Investment Securities,” in the Notes to the Consolidated Financial Statements for additional detail related to the investment portfolio.
Investment Securities Maturity Schedule
The following tables summarize the carrying values and weighted average yield of the available-for-sale and held-to-maturity securities portfolios as of December 31, 2019, according to contractual maturity. Available-for-sale securities are stated at fair value. Held-to-maturity securities are stated at amortized cost.
| Available-for-Sale | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Stated Maturity as of December 31, 2019 | ||||||||||||||||||||
| Within One<br><br><br>Year | After One But<br><br><br>Within Five<br><br><br>Years | After Five But<br><br><br>Within Ten<br><br><br>Years | After<br><br><br>Ten Years | |||||||||||||||||
| Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | |||||||||||||
| (Dollars in Thousands) | ||||||||||||||||||||
| Investment securities available-for-sale: | ||||||||||||||||||||
| Obligations of states and political<br><br><br>subdivisions | $ | 253 | 2.96 | % | $ | 2,785 | 3.39 | % | $ | 756 | 4.08 | % | $ | 424 | 4.13 | % | ||||
| U.S. Treasury securities | 80 | 2.73 | % | — | 0.00 | % | — | 0.00 | % | — | 0.00 | % | ||||||||
| Mortgage-backed securities: | ||||||||||||||||||||
| Residential | 11 | 3.59 | % | 14,871 | 1.84 | % | 26,477 | 2.29 | % | 4,986 | 2.71 | % | ||||||||
| Commercial | — | 0.00 | % | 225 | 2.88 | % | 17,109 | 1.77 | % | 26,039 | 1.94 | % | ||||||||
| Total | $ | 344 | 2.92 | % | $ | 17,881 | 2.11 | % | $ | 44,342 | 2.12 | % | $ | 31,449 | 2.09 | % | ||||
| Total securities with stated maturity | $ | 94,016 | 2.11 | % | ||||||||||||||||
| Held-to-Maturity | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Stated Maturity as of December 31, 2019 | ||||||||||||||||||||
| Within One<br><br><br>Year | After One But<br><br><br>Within Five<br><br><br>Years | After Five But<br><br><br>Within Ten<br><br><br>Years | After<br><br><br>Ten Years | |||||||||||||||||
| Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | |||||||||||||
| (Dollars in Thousands) | ||||||||||||||||||||
| Investment securities held-to-maturity: | ||||||||||||||||||||
| Obligations of U.S. government-sponsored<br><br><br>agencies | $ | — | 0.00 | % | $ | — | 0.00 | % | $ | 3,473 | 1.87 | % | $ | 851 | 2.17 | % | ||||
| Obligations of states and political subdivisions | — | 0.00 | % | 767 | 2.21 | % | — | 0.00 | % | 326 | 3.05 | % | ||||||||
| Mortgage-backed securities: | ||||||||||||||||||||
| Commercial | 60 | 1.11 | % | — | 0.00 | % | 3,591 | 2.16 | % | 5,272 | 1.95 | % | ||||||||
| Total | $ | 60 | 1.11 | % | $ | 767 | 2.21 | % | $ | 7,064 | 2.01 | % | $ | 6,449 | 2.04 | % | ||||
| Total securities with stated maturity | $ | 14,340 | 2.03 | % |
Condensed Portfolio Maturity Schedule
| Maturity Summary as of December 31, 2019 | Dollar<br><br><br>Amount | Portfolio<br><br><br>Percentage | |||
|---|---|---|---|---|---|
| (Dollars in Thousands) | |||||
| Maturing in three months or less | $ | 2 | 0.0 | % | |
| Maturing after three months to one year | 402 | 0.4 | % | ||
| Maturing after one year to three years | 4,633 | 4.3 | % | ||
| Maturing after three years to five years | 14,015 | 12.9 | % | ||
| Maturing after five years to fifteen years | 72,608 | 67.0 | % | ||
| Maturing in more than fifteen years | 16,696 | 15.4 | % | ||
| Total | $ | 108,356 | 100.0 | % |
Loans and Allowance for Loan Losses
The tables below summarize loan balances by portfolio segment for both the Bank and ALC at the end of each of the most recent five quarters as of December 31, 2019:
| Bank | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||||||
| December<br><br><br>31, | September<br><br><br>30, | June<br><br><br>30, | March<br><br><br>31, | December<br><br><br>31, | ||||||
| (Dollars in Thousands) | ||||||||||
| Real estate loans: | ||||||||||
| Construction, land development and other land loans | $ | 30,094 | $ | 27,348 | $ | 27,521 | $ | 27,065 | $ | 41,340 |
| Secured by 1-4 family residential properties | 98,971 | 103,269 | 96,805 | 99,933 | 102,971 | |||||
| Secured by multi-family residential properties | 50,910 | 46,843 | 28,033 | 27,602 | 23,009 | |||||
| Secured by non-farm, non-residential properties | 162,981 | 164,941 | 158,748 | 157,023 | 156,162 | |||||
| Other | 726 | 842 | 880 | 949 | 1,308 | |||||
| Commercial and industrial loans | 90,957 | 90,470 | 91,489 | 87,865 | 85,779 | |||||
| Consumer loans | 7,816 | 8,136 | 7,241 | 6,484 | 6,927 | |||||
| Total loans | $ | 442,455 | $ | 441,849 | $ | 410,717 | $ | 406,921 | $ | 417,496 |
| Less unearned interest, fees and deferred cost | 262 | 204 | 411 | 352 | 331 | |||||
| Allowance for loan losses | 3,483 | 3,349 | 2,798 | 2,711 | 2,735 | |||||
| Net loans | $ | 438,710 | $ | 438,296 | $ | 407,508 | $ | 403,858 | $ | 414,430 |
| ALC | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2019 | 2018 | |||||||||
| December<br><br><br>31, | September<br><br><br>30, | June<br><br><br>30, | March<br><br><br>31, | December<br><br><br>31, | ||||||
| (Dollars in Thousands) | ||||||||||
| Real estate loans: | ||||||||||
| Construction, land development and other land loans | $ | — | $ | — | $ | — | $ | — | $ | — |
| Secured by 1-4 family residential properties | 5,566 | 6,067 | 6,549 | 7,058 | 7,785 | |||||
| Secured by multi-family residential properties | — | — | — | — | — | |||||
| Secured by non-farm, non-residential properties | — | — | — | — | — | |||||
| Other | — | — | — | — | — | |||||
| Commercial and industrial loans | — | — | — | — | — | |||||
| Consumer loans: | ||||||||||
| Consumer | 30,224 | 29,341 | 29,919 | 29,808 | 31,656 | |||||
| Branch retail | 32,305 | 30,008 | 29,609 | 27,066 | 28,324 | |||||
| Indirect sales | 45,503 | 48,073 | 45,466 | 42,280 | 40,609 | |||||
| Total loans | $ | 113,598 | $ | 113,489 | $ | 111,543 | $ | 106,212 | $ | 108,374 |
| Less unearned interest, fees and deferred cost | 4,786 | 5,030 | 5,247 | 5,097 | 5,617 | |||||
| Allowance for loan losses | 2,279 | 2,236 | 2,289 | 2,213 | 2,320 | |||||
| Net loans | $ | 106,533 | $ | 106,223 | $ | 104,007 | $ | 98,902 | $ | 100,437 |
The tables below summarize changes in the allowance for loan and lease losses at the end of each of the most recent five quarters as of December 31, 2019, at both the Bank and ALC:
| Bank | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | ||||||||||||||
| Fourth<br><br><br>Quarter | Third<br><br><br>Quarter | Second<br><br><br>Quarter | First<br><br><br>Quarter | Fourth<br><br><br>Quarter | |||||||||||
| (Dollars in Thousands) | |||||||||||||||
| Balance at beginning of period | $ | 3,349 | $ | 2,798 | $ | 2,711 | $ | 2,735 | $ | 2,709 | |||||
| Charge-offs: | |||||||||||||||
| Real estate loans: | |||||||||||||||
| Construction, land development and other loan loans | — | — | — | — | — | ||||||||||
| Secured by 1-4 family residential properties | (16 | ) | — | (13 | ) | (34 | ) | — | |||||||
| Secured by multi-family residential properties | — | — | — | — | — | ||||||||||
| Secured by non-farm, non-residential properties | — | — | — | — | — | ||||||||||
| Other | — | — | — | — | — | ||||||||||
| Commercial and industrial loans | — | — | — | — | (1 | ) | |||||||||
| Consumer loans | (3 | ) | (17 | ) | — | (15 | ) | (1 | ) | ||||||
| Total charge-offs | (19 | ) | (17 | ) | (13 | ) | (49 | ) | (2 | ) | |||||
| Recoveries | — | 23 | 10 | 25 | 28 | ||||||||||
| Net recoveries (charge-offs) | (19 | ) | 6 | (3 | ) | (24 | ) | 26 | |||||||
| Provision for loan and lease losses | 153 | 545 | 90 | — | — | ||||||||||
| Ending balance | $ | 3,483 | $ | 3,349 | $ | 2,798 | $ | 2,711 | $ | 2,735 | |||||
| as a percentage of loans | 0.79 | % | 0.76 | % | 0.68 | % | 0.67 | % | 0.66 | % | |||||
| as a percentage of loans, excluding acquired loans | 1.03 | % | 1.01 | % | 1.00 | % | 1.01 | % | 1.01 | % | |||||
| ALC | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2019 | 2018 | ||||||||||||||
| Fourth<br><br><br>Quarter | Third<br><br><br>Quarter | Second<br><br><br>Quarter | First<br><br><br>Quarter | Fourth<br><br><br>Quarter | |||||||||||
| (Dollars in Thousands) | |||||||||||||||
| Balance at beginning of period | $ | 2,236 | $ | 2,289 | $ | 2,213 | $ | 2,320 | $ | 2,407 | |||||
| Charge-offs: | |||||||||||||||
| Real estate loans: | |||||||||||||||
| Construction, land development and other loan loans | — | — | — | — | — | ||||||||||
| Secured by 1-4 family residential properties | (4 | ) | (4 | ) | (11 | ) | (19 | ) | (19 | ) | |||||
| Secured by multi-family residential properties | — | — | — | — | — | ||||||||||
| Secured by non-farm, non-residential properties | — | — | — | — | — | ||||||||||
| Other | — | — | — | — | — | ||||||||||
| Commercial and industrial loans | — | — | — | — | — | ||||||||||
| Consumer loans: | |||||||||||||||
| Consumer | (464 | ) | (426 | ) | (554 | ) | (521 | ) | (637 | ) | |||||
| Branch retail | (131 | ) | (93 | ) | (103 | ) | (98 | ) | (73 | ) | |||||
| Indirect sales | (107 | ) | (66 | ) | (76 | ) | (52 | ) | (36 | ) | |||||
| Other loans | — | — | — | — | — | ||||||||||
| Total charge-offs | (706 | ) | (589 | ) | (744 | ) | (690 | ) | (765 | ) | |||||
| Recoveries | 186 | 198 | 195 | 183 | 204 | ||||||||||
| Net charge-offs | (520 | ) | (391 | ) | (549 | ) | (507 | ) | (561 | ) | |||||
| Provision for loan and lease losses | 563 | 338 | 625 | 400 | 474 | ||||||||||
| Ending balance | $ | 2,279 | $ | 2,236 | $ | 2,289 | $ | 2,213 | $ | 2,320 | |||||
| as a percentage of loans | 2.09 | % | 2.06 | % | 2.15 | % | 2.19 | % | 2.26 | % |
Nonperforming Assets
Nonperforming assets at the end of the five most recent quarters as of December 31, 2019 were as follows:
| Consolidated | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | ||||||||||||||
| December<br><br><br>31, | September<br><br><br>30, | June<br><br><br>30, | March<br><br><br>31, | December<br><br><br>31, | |||||||||||
| (Dollars in Thousands) | |||||||||||||||
| Non-accrual loans | $ | 3,723 | $ | 1,468 | $ | 1,479 | $ | 1,864 | $ | 2,759 | |||||
| Other real estate owned | 1,078 | 1,248 | 1,258 | 1,222 | 1,505 | ||||||||||
| Total | $ | 4,801 | $ | 2,716 | $ | 2,737 | $ | 3,086 | $ | 4,264 | |||||
| Nonperforming assets as a percentage of loans and other<br><br><br>real estate | 0.87 | % | 0.49 | % | 0.53 | % | 0.61 | % | 0.82 | % | |||||
| Nonperforming assets as a percentage of total assets | 0.61 | % | 0.35 | % | 0.35 | % | 0.39 | % | 0.54 | % | |||||
| Bank | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2019 | 2018 | ||||||||||||||
| December<br><br><br>31, | September<br><br><br>30, | June<br><br><br>30, | March<br><br><br>31, | December<br><br><br>31, | |||||||||||
| (Dollars in Thousands) | |||||||||||||||
| Non-accrual loans | $ | 2,739 | $ | 684 | $ | 642 | $ | 749 | $ | 1,530 | |||||
| Other real estate owned | 1,029 | 1,198 | 1,258 | 1,200 | 1,401 | ||||||||||
| Total | $ | 3,768 | $ | 1,882 | $ | 1,900 | $ | 1,949 | $ | 2,931 | |||||
| Nonperforming assets as a percentage of loans and other<br><br><br>real estate | 0.85 | % | 0.42 | % | 0.46 | % | 0.48 | % | 0.70 | % | |||||
| Nonperforming assets as a percentage of total assets | 0.48 | % | 0.24 | % | 0.24 | % | 0.24 | % | 0.37 | % | |||||
| ALC | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2019 | 2018 | ||||||||||||||
| December<br><br><br>31, | September<br><br><br>30, | June<br><br><br>30, | March<br><br><br>31, | December<br><br><br>31, | |||||||||||
| (Dollars in Thousands) | |||||||||||||||
| Non-accrual loans | $ | 984 | $ | 784 | $ | 837 | $ | 1,115 | $ | 1,229 | |||||
| Other real estate owned | 49 | 50 | — | 22 | 104 | ||||||||||
| Total | $ | 1,033 | $ | 834 | $ | 837 | $ | 1,137 | $ | 1,333 | |||||
| Nonperforming assets as a percentage of loans and other<br><br><br>real estate | 0.95 | % | 0.77 | % | 0.79 | % | 1.12 | % | 1.30 | % | |||||
| Nonperforming assets as a percentage of total assets | 0.94 | % | 0.76 | % | 0.78 | % | 1.11 | % | 1.29 | % |
Summarized below is information concerning income on those loans with deferred interest or principal payments resulting from deterioration in the financial condition of the borrower.
| December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| (Dollars in Thousands) | ||||
| Total loans accounted for on a non-accrual basis | $ | 3,723 | $ | 2,759 |
| Interest income that would have been recorded under original<br><br><br>terms | 41 | 44 | ||
| Interest income reported and recorded during the year | 147 | 27 |
Allocation of Allowance for Loan and Lease Losses
While no portion of the allowance is in any way restricted to any individual loan or group of loans and the entire allowance is available to absorb losses from any and all loans, the following table shows an allocation of the allowance for loan and lease losses as of the end of the two years indicated.
| 2019 | 2018 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Allocation<br><br><br>Allowance | Percent of<br><br><br>Loans<br><br><br>in Each<br><br><br>Category<br><br><br>to Total<br><br><br>Loans | Allocation<br><br><br>Allowance | Percent of<br><br><br>Loans<br><br><br>In Each<br><br><br>Category<br><br><br>to Total<br><br><br>Loans | |||||||
| (Dollars in Thousands) | ||||||||||
| Real estate loans: | ||||||||||
| Construction, land development and other land loans | $ | 196 | 5.4 | % | $ | 240 | 7.9 | % | ||
| Secured by 1-4 family residential properties | 466 | 18.8 | % | 346 | 21.1 | % | ||||
| Secured by multi-family residential properties | 422 | 9.2 | % | 128 | 4.4 | % | ||||
| Secured by non-farm, non-residential properties | 964 | 29.3 | % | 831 | 29.7 | % | ||||
| Other | 1 | 0.1 | % | 1 | 0.2 | % | ||||
| Commercial and industrial loans | 1,377 | 16.4 | % | 1,138 | 16.3 | % | ||||
| Consumer loans: | ||||||||||
| Consumer | 1,625 | 6.8 | % | 1,799 | 7.3 | % | ||||
| Branch retail | 395 | 5.8 | % | 427 | 5.4 | % | ||||
| Indirect sales | 316 | 8.2 | % | 145 | 7.7 | % | ||||
| Total | $ | 5,762 | 100.0 | % | $ | 5,055 | 100.0 | % |
Summary of Loan Loss Experience
The following table summarizes the Company’s loan loss experience for each of the two years indicated.
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| (Dollars in Thousands) | ||||||
| Balance of allowance for loan and lease losses at beginning<br><br><br>of period | $ | 5,055 | $ | 4,774 | ||
| Charge-offs: | ||||||
| Real estate loans: | ||||||
| Construction, land development and other land loans | — | — | ||||
| Secured by 1-4 family residential properties | (101 | ) | (101 | ) | ||
| Secured by multi-family residential properties | — | — | ||||
| Secured by non-farm, non-residential properties | — | — | ||||
| Other | — | — | ||||
| Commercial and industrial loans | — | (3 | ) | |||
| Consumer loans: | ||||||
| Consumer | (2,000 | ) | (2,482 | ) | ||
| Branch retail | (425 | ) | (415 | ) | ||
| Indirect sales | (301 | ) | (116 | ) | ||
| (2,827 | ) | (3,117 | ) | |||
| Recoveries: | ||||||
| Real estate loans: | ||||||
| Construction, land development and other land loans | — | — | ||||
| Secured by 1-4 family residential properties | 47 | 74 | ||||
| Secured by multi-family residential properties | — | — | ||||
| Secured by non-farm, non-residential properties | — | 4 | ||||
| Other | — | — | ||||
| Commercial and industrial loans | 3 | 11 | ||||
| Consumer loans: | ||||||
| Consumer | 648 | 568 | ||||
| Branch retail | 116 | 113 | ||||
| Indirect sales | 6 | 6 | ||||
| 820 | 776 | |||||
| Net charge-offs | (2,007 | ) | (2,341 | ) | ||
| Provision for loan and lease losses | 2,714 | 2,622 | ||||
| Balance of allowance for loan and lease losses at end of period | $ | 5,762 | $ | 5,055 | ||
| Ratio of net charge-offs during period to average loans<br><br><br>outstanding | 0.38 | % | 0.57 | % |
Net charge-offs improved for the Company to 0.38% of average loans outstanding in 2019, compared to 0.57% of average loans outstanding in 2018. The improvement resulted primarily from improved charge-off experience in ALC’s consumer lending portfolio in 2019 compared to 2018. Net charge-offs in ALC’s consumer portfolio were reduced by $0.6 million comparing 2019 to 2018. In 2019, net charge-offs as a percentage of average loans totaled 4.49% in ALC’s consumer lending portfolio, compared to 1.07% and 0.65% in the branch retail and indirect sales portfolios, respectively. In 2018, net charge-offs as a percentage of average loans totaled 5.93% in ALC’s consumer lending portfolio, compared to 2.00% and 0.22% in the branch retail and indirect sales portfolios, respectively. ALC’s real estate portfolio, which has been discontinued and is in run-off mode, experienced net charge-offs as a percentage of average loans of 0.20% and 0.74% in 2019 and 2018, respectively. The Bank’s portfolio, which is primarily comprised of commercial loans, experienced net charge-offs as a percentage of average loans of 0.01% in 2019 and net recoveries as a percentage of average loans of (0.02%) in 2018.
Deposits
Total deposits decreased by 2.98% to $683.7 million as of December 31, 2019, from $704.7 million as of December 31, 2018. Core deposits, which exclude time deposits of $250 thousand or more, provide a relatively stable funding source that supports earning assets. Core deposits totaled $635.5 million, or 93.0% of total deposits, as of December 31, 2019, compared to $634.1 million, or 90.0% of total deposits, as of December 31, 2018.
Deposits, in particular core deposits, have historically been the Company’s primary source of funding and have enabled the Company to successfully meet both short-term and long-term liquidity needs. Management anticipates that such deposits will continue to be one of the Company’s primary sources of funding in the future. We will continue to monitor deposit levels closely to help ensure an adequate level of funding for the Company’s activities. However, various economic and competitive factors could affect this funding source in the future, including increased competition from other financial institutions in deposit gathering, national and local economic conditions and interest rate policies adopted by the Federal Reserve and other central banks.
Average Daily Amount of Deposits and Rates
The average daily amount of deposits and rates paid on such deposits are summarized for the periods indicated in the following table:
| 2019 | 2018 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Average<br><br><br>Amount | Rate | Average<br><br><br>Amount | Rate | |||||||
| (Dollars in Thousands) | ||||||||||
| Non-interest-bearing demand deposit accounts | $ | 111,214 | — | $ | 92,030 | — | ||||
| Interest-bearing demand deposit accounts | 167,308 | 0.51 | % | 161,518 | 0.45 | % | ||||
| Savings deposits | 161,371 | 1.01 | % | 122,508 | 0.73 | % | ||||
| Time deposits | 246,880 | 1.65 | % | 211,136 | 1.20 | % | ||||
| Total deposits | $ | 686,773 | 0.95 | % | $ | 587,192 | 0.71 | % | ||
| Total interest-bearing deposits | $ | 575,559 | 1.14 | % | $ | 495,162 | 0.84 | % |
Maturities of time certificates of deposit of greater than $250 thousand outstanding as of December 31, 2019 and 2018 are summarized as follows:
| Maturities | December 31, | |||
|---|---|---|---|---|
| 2019 | 2018 | |||
| (Dollars in Thousands) | ||||
| Three months or less | $ | 14,484 | $ | 33,120 |
| Over three through six months | 15,390 | 12,519 | ||
| Over six through twelve months | 11,707 | 12,846 | ||
| Over twelve months | 6,613 | 12,178 | ||
| Total | $ | 48,194 | $ | 70,663 |
Maturities of time certificates of deposit of greater than $100 thousand and less than $250 thousand outstanding as of December 31, 2019 and 2018 are summarized as follows:
| Maturities | December 31, | |||
|---|---|---|---|---|
| 2019 | 2018 | |||
| (Dollars in Thousands) | ||||
| Three months or less | $ | 16,850 | $ | 10,664 |
| Over three through six months | 11,875 | 8,887 | ||
| Over six through twelve months | 29,315 | 26,050 | ||
| Over twelve months | 26,239 | 33,044 | ||
| Total | $ | 84,279 | $ | 78,645 |
Other Interest-Bearing Liabilities
Other interest-bearing liabilities consist of federal funds purchased, securities sold under agreements to repurchase and FHLB advances. This category continues to be utilized as an alternative source of funds. As of December 31, 2019, these borrowings represented 0.9% of average interest-bearing liabilities, compared to 2.5% as of December 31, 2018.
| Short-Term<br><br><br>Borrowings<br><br><br>(Maturity<br><br><br>Less Than<br><br><br>One Year) | Long-Term<br><br><br>Borrowings<br><br><br>(Maturity<br><br><br>One Year<br><br><br>or Greater) | |||||
|---|---|---|---|---|---|---|
| (Dollars in Thousands) | ||||||
| Other interest-bearing liabilities outstanding at year-end: | ||||||
| 2019 | $ | 10,025 | $ | — | ||
| 2018 | $ | 527 | $ | — | ||
| Weighted average interest rate at year-end: | ||||||
| 2019 | 1.76 | % | 0.00 | % | ||
| 2018 | 0.25 | % | 0.00 | % | ||
| Maximum amount outstanding at any month end: | ||||||
| 2019 | $ | 20,039 | $ | — | ||
| 2018 | $ | 15,506 | $ | 10,000 | ||
| Average amount outstanding during the year: | ||||||
| 2019 | $ | 5,237 | $ | — | ||
| 2018 | $ | 7,479 | $ | 5,288 | ||
| Weighted average interest rate during the year: | ||||||
| 2019 | 1.76 | % | 0.00 | % | ||
| 2018 | 0.49 | % | 1.90 | % |
Shareholders’ Equity
The Company has historically placed significant emphasis on maintaining its strong capital base. As of December 31, 2019, shareholders’ equity totaled $84.7 million, or 10.7% of total assets, compared to $79.4 million, or 10.0% of total assets, as of December 31, 2018. Management believes that this level of equity is an indicator of the financial soundness of the Company and the Company’s ability to sustain future growth and profitability. The increase in shareholders’ equity during the period ended December 31, 2019 resulted primarily from growth in retained earnings and a decrease in accumulated other comprehensive loss associated with unrealized losses in the fair value of available-for-sale securities during the year ended December 31, 2019. The fair value of the available-for-sale portfolio fluctuates based primarily on changes in interest rates. Accordingly, the net unrealized losses during the year ended December 31, 2019 are not necessarily indicative of future performance of the portfolio.
Bancshares’ Board of Directors evaluates dividend payments based on the Company’s level of earnings and the desire to maintain a strong capital base, as well as regulatory requirements relating to the payment of dividends. During the years ended December 31, 2019 and 2018, Bancshares declared dividends of $0.09 and $0.08 per common share, respectively, or approximately $0.6 million and $0.5 million, respectively, in aggregate amount.
As of December 31, 2019 and 2018, the Company retained approximately $21.9 million and $20.4 million in treasury stock, respectively. The Company initiated a share repurchase program in January 2006, under which the Company was authorized to repurchase up to 642,785 shares of Bancshares’ common stock before December 31, 2007. In December 2007, and in each year since, the Board of Directors has extended the expiration date of the share repurchase program for an additional year. Currently, the share repurchase program is set to expire on December 31, 2020. There were 93,565 shares available for repurchase under this program as of December 31, 2019. During the year ended December 31, 2019, 148,738 shares were repurchased under this program at a weighted average price of $9.94 per share, or $1.5 million in total. No shares were repurchased in 2018. Share repurchases under the program may be made through open market and privately negotiated transactions at times and in such amounts as management deems appropriate, subject to applicable regulatory requirements.
As of December 31, 2019 and 2018, a total of 124,392 and 116,766 shares of stock, respectively, were deferred in connection with Bancshares’ Non-Employee Directors’ Deferred Compensation Plan. The plan permits non-employee directors to invest their directors’ fees and to receive the adjusted value of the deferred amounts in cash or shares of Bancshares common stock. All deferred fees, whether in the form of cash or shares of Bancshares common stock, are reflected as compensation expense in the period earned. The Company classifies all deferred directors’ fees allocated to be paid in shares of stock as equity surplus. The Company may use issued shares or shares of treasury stock to satisfy these obligations when due.
Liquidity and Capital Resources
The asset portion of the balance sheet provides liquidity primarily from two sources: (1) principal payments and maturities of loans and (2) principal payments and maturities from the investment portfolio. Other short-term investments, such as federal funds sold, may also provide additional sources of liquidity. Loans maturing or repricing in one year or less amounted to $125.9 million as of December 31, 2019 and $75.2 million as of December 31, 2018. Investment securities forecasted to mature or reprice in one year or less were estimated to be $6.9 million and $8.1 million of the investment portfolio as of December 31, 2019 and 2018, respectively.
Although some securities in the investment portfolio have legal final maturities exceeding 10 years, a substantial percentage of the portfolio provides monthly principal and interest payments and consists of securities that are readily marketable and easily convertible into cash on short notice. As of December 31, 2019, the investment securities portfolio had an estimated average life of 2.6 years. However, management does not rely solely upon the investment portfolio to generate cash flows to fund loans, capital expenditures, dividends, debt repayment and other cash requirements. These activities are also funded by cash flows from loan payments, as well as increases in deposits and short-term borrowings.
The liability portion of the balance sheet provides liquidity through interest-bearing and non-interest-bearing deposit accounts, which represent the Company’s primary sources of funds. In addition, federal funds purchased, FHLB advances, securities sold under agreements to repurchase and short-term and long-term borrowings are additional sources of available liquidity. Liquidity management involves the continual monitoring of the sources and uses of funds to maintain an acceptable cash position. Long-term liquidity management focuses on considerations related to the total balance sheet structure. The Bank manages the pricing of its deposits to maintain a desired deposit balance. In addition, the Bank invests in short-term interest-earning assets, which provide liquidity to meet lending requirements.
As of December 31, 2019, the Company had $10.0 million of outstanding borrowings under FHLB advances, and the Company did not have any outstanding borrowings under FHLB advances as of December 31, 2018. The Company had up to $211.5 million and $282.2 million in remaining unused credit from the FHLB (subject to available collateral) as of December 31, 2019 and 2018, respectively. In addition, the Company had $61.7 million and $72.2 million in unused established federal funds lines as of December 31, 2019 and 2018, respectively.
Management believes that the Company has adequate sources of liquidity to cover its contractual obligations and commitments over the next twelve months. Management is not aware of any condition that currently exists that would have a materially adverse effect on the liquidity, capital resources or operation of the Company.
Regulatory Capital
Since January 1, 2015, the Bank has been subject to certain capital requirements as described in the section captioned “Supervision and Regulation – Capital Adequacy” included in Part I, Item I of this report. Under these requirements, the Bank is subject to minimum risk-based capital and leverage capital requirements, which are administered by the federal banking regulatory agencies. These capital requirements, as defined by federal regulations, involve quantitative and qualitative measures of assets, liabilities and certain off-balance sheet instruments. Failure to meet minimum capital requirements can result in mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial statements of Bancshares and the Bank, and could impact Bancshares’ ability to pay dividends. As of December 31, 2019, the Bank exceeded all applicable minimum capital standards. In addition, the Bank met applicable regulatory guidelines to be considered well-capitalized as of December 31, 2019. No significant conditions or events have occurred since December 31, 2019 that management believes would affect the Bank’s classification as “well-capitalized” for regulatory purposes.
Refer to the section captioned “Regulatory Capital” included in Note 16, “Shareholders’ Equity,” in the Notes to the Consolidated Financial Statements for an illustration of the Bank’s actual regulatory capital amounts and ratios under regulatory capital standards in effect at December 31, 2019 and December 31, 2018.
Asset/Liability Management
Market risk reflects the potential risk of loss arising from adverse changes in interest rates and market prices. The Company has risk management policies and procedures in place to monitor and limit exposure to market risk. The Company’s primary market risk is interest rate risk created by core banking activities. Interest rate risk is the potential variability of the Company’s income that results from changes in various market interest rates. The Bank’s Asset/Liability Committee routinely reassesses the Company’s strategies to manage interest rate risk in accordance with policies established by the Company’s Board of Directors. A key objective of the asset/liability management program is to quantify, monitor and manage interest rate risk and to assist management in maintaining stability in net interest margin under varying interest rate environments.
As part of interest rate risk management, the Company may use derivative instruments in accordance with policies established by the Board of Directors. The Asset/Liability Committee, in its oversight role, approves the use of derivatives, which include interest rate swaps, caps and floors. As of December 31, 2019, the Bank held five forward interest rate swap contracts. The interest rate swap contracts, which are designated as either cash flow hedges or fair value hedges, are intended to mitigate risk associated with rising interest rates by converting floating interest rate payments to a fixed rate or by converting a pool of fixed rate loans to a variable rate. See Note 18, “Derivative Financial Instruments,” in the Notes to the Consolidated Financial Statements for additional information related to these derivative instruments.
Contractual Obligations
The Company has contractual obligations to make future payments under debt and lease agreements. Long-term debt and operating lease obligations are reflected on the consolidated balance sheets. The Company has not entered into any unconditional purchase obligations or other long-term obligations, other than as included below. These types of obligations are further discussed in Note 11, “Long-Term Debt,” and Note 17, “Leases,” in the Notes to Consolidated Financial Statements.
Many of the Bank’s lending relationships, including those with commercial and consumer customers, contain both funded and unfunded elements. The unfunded component of these commitments is not recorded in the consolidated balance sheets. These commitments are further discussed in Note 21, “Guarantees, Commitments and Contingencies,” in the Notes to Consolidated Financial Statements.
The following table summarizes the Company’s contractual obligations as of December 31, 2019:
| Payment Due by Period | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Contractual Obligations | Total | Less than<br><br><br>One Year | One to<br><br><br>Three Years | Three to<br><br><br>Five Years | More than<br><br><br>Five Years | |||||
| (Dollars in Thousands) | ||||||||||
| Time deposits | $ | 246,079 | $ | 178,801 | $ | 53,344 | $ | 13,934 | $ | — |
| Commitments to extend credit | 96,967 | 96,967 | — | — | — | |||||
| Operating leases | 4,026 | 711 | 1,148 | 891 | 1,276 | |||||
| Standby letters of credit | 827 | 827 | — | — | — | |||||
| Total | $ | 347,899 | $ | 277,306 | $ | 54,492 | $ | 14,825 | $ | 1,276 |
Off-Balance Sheet Obligations
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on its consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources other than as described under the captions “Derivative Financial Instruments,” included in Note 18, “Leases,” included in Note 17, and “Guarantees, Commitments and Contingencies,” included in Note 21 in the Notes to Consolidated Financial Statements.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
|---|
Market/Interest Rate Risk Management
The primary purpose of managing interest rate risk is to invest capital effectively and preserve the value created by our core banking business. This is accomplished through the development and implementation of lending, funding, pricing and hedging strategies designed to maximize net interest income performance under varying interest rate environments, subject to liquidity and interest rate risk guidelines. Effective interest rate sensitivity management ensures that both assets and liabilities respond to changes in interest rates within an acceptable timeframe, thereby minimizing the effect of such interest rate movements on short- and long-term net interest margin and net interest income.
Financial simulation models are the primary tools used by the Asset/Liability Committee of the Bank’s board of directors to measure interest rate exposure. Using a wide range of scenarios, management is provided with extensive information on the potential impact on net interest income caused by changes in interest rates. In these simulations, assumptions are made about the direction and volatility of interest rates, the slope of the yield curve and the changing composition of the Company’s balance sheet resulting from both strategic plans and customer behavior. Simulation models also incorporate management’s assumptions regarding such factors as loan and deposit growth, pricing, prepayment speeds and spreads between interest rates.
Assessing Short-Term Interest Rate Risk – Net Interest Margin Simulation
On a monthly basis, management simulates how changes in short- and long-term interest rates will impact future profitability, as reflected by changes in the Bank’s net interest margin and net interest income. The tables below depict how, as of December 31, 2019, pre-tax net interest margin and net interest income are forecasted to change over timeframes of six months, one year, two years and five years under the four listed interest rate scenarios. The interest rate scenarios contemplate immediate and parallel shifts in short- and long-term interest rates.
Average Change in Net Interest Margin from Level Interest Rate Forecast (basis points, pre-tax):
| 6 Months | 1 Year | 2 Years | 5 Years | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| +1% | 6 | 5 | 6 | 17 | ||||||||
| +2% | 8 | 5 | 6 | 27 | ||||||||
| -1% | (16 | ) | (19 | ) | (25 | ) | (39 | ) | ||||
| -2% | (28 | ) | (34 | ) | (45 | ) | (69 | ) |
Cumulative Change in Net Interest Income from Level Interest Rate Forecast (dollars in thousands, pre-tax):
| 6 Months | 1 Year | 2 Years | 5 Years | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| +1% | $ | 252 | $ | 409 | $ | 989 | $ | 6,676 | ||||
| +2% | 315 | 399 | 994 | 10,610 | ||||||||
| -1% | (651 | ) | (1,512 | ) | (3,952 | ) | (15,497 | ) | ||||
| -2% | (1,122 | ) | (2,664 | ) | (7,085 | ) | (27,378 | ) |
Assessing Long-Term Interest Rate Risk – Market Value of Equity and Estimating Modified Durations for Assets and Liabilities
On a monthly basis, management calculates how changes in interest rates would impact the market value of the Company’s assets and liabilities. The process is similar to assessing short-term risk but emphasizes and is measured over a longer period, approximately five to seven years, which allows for a more comprehensive assessment of longer-term repricing and cash flow imbalances that may not be captured by short-term net interest margin simulations. The results of these calculations are representative of long-term interest rate risk in terms of changes in the present value of the Company’s assets and liabilities.
The table below is a summary of estimated market value changes in the Company’s assets, liabilities and equity as of December 31, 2019, for the four listed scenarios.
| +1% | +2% | -1% | -2% | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | ||||||||||||
| Change in market value of assets | $ | (13,512 | ) | $ | (27,530 | ) | $ | 10,499 | $ | 16,543 | ||
| Change in market value of liabilities | (13,955 | ) | (24,702 | ) | 18,376 | 30,596 | ||||||
| Net change in market value of equity | 443 | (2,828 | ) | (7,877 | ) | (14,053 | ) | |||||
| Beginning market value of equity | 119,148 | 121,264 | 114,604 | 112,880 | ||||||||
| Resulting market value of equity | $ | 119,591 | $ | 118,436 | $ | 106,727 | $ | 98,827 | ||||
| Item 8. | Financial Statements and Supplementary Data. | |||||||||||
| --- | --- |
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| • | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets; |
|---|---|
| • | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and |
| --- | --- |
| • | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
| --- | --- |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on its assessment and those criteria, management has concluded that we maintained effective internal control over financial reporting as of December 31, 2019.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting is not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us, as a smaller reporting company, to provide only management’s report on internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
First US Bancshares, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of First US Bancshares, Inc. and subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations, changes in shareholders’ equity, comprehensive income (loss), and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Carr, Riggs & Ingram, LLC
We have served as the Company’s auditor since 2008.
Atlanta, Georgia
March 18, 2020
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data)
| December 31,<br><br><br>2018 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Cash and due from banks | 11,939 | $ | 9,796 | ||
| Interest-bearing deposits in banks | 45,091 | 39,803 | |||
| Total cash and cash equivalents | 57,030 | 49,599 | |||
| Federal funds sold | 10,080 | 8,354 | |||
| Investment securities available-for-sale, at fair value | 94,016 | 132,487 | |||
| Investment securities held-to-maturity, at amortized cost | 14,340 | 21,462 | |||
| Federal Home Loan Bank stock, at cost | 1,137 | 703 | |||
| Loans, net of allowance for loan and lease losses of 5,762 and 5,055, respectively | 545,243 | 514,867 | |||
| Premises and equipment, net of accumulated depreciation of 22,570 and 21,437,<br> respectively | 29,216 | 27,643 | |||
| Cash surrender value of bank-owned life insurance | 15,546 | 15,237 | |||
| Accrued interest receivable | 2,488 | 2,816 | |||
| Goodwill and core deposit intangible, net | 8,825 | 9,312 | |||
| Other real estate owned | 1,078 | 1,505 | |||
| Other assets | 9,739 | 7,954 | |||
| Total assets | 788,738 | $ | 791,939 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Deposits: | |||||
| Non-interest-bearing | 112,729 | $ | 109,050 | ||
| Interest-bearing | 570,933 | 595,675 | |||
| Total deposits | 683,662 | 704,725 | |||
| Accrued interest expense | 537 | 424 | |||
| Other liabilities | 9,766 | 6,826 | |||
| Short-term borrowings | 10,025 | 527 | |||
| Total liabilities | 703,990 | 712,502 | |||
| Shareholders’ equity: | |||||
| Common stock, par value 0.01 per share, 10,000,000 shares authorized; 7,568,053 and<br> 7,562,264 shares issued, respectively; 6,157,692 and 6,298,062 shares<br> outstanding, respectively | 75 | 75 | |||
| Surplus | 13,814 | 13,496 | |||
| Accumulated other comprehensive loss, net of tax | (46 | ) | (2,377 | ) | |
| Retained earnings | 92,755 | 88,668 | |||
| Less treasury stock: 1,410,361 and 1,264,202 shares at cost, respectively | (21,850 | ) | (20,414 | ) | |
| Noncontrolling interest | — | (11 | ) | ||
| Total shareholders’ equity | 84,748 | 79,437 | |||
| Total liabilities and shareholders’ equity | 788,738 | $ | 791,939 |
All values are in US Dollars.
The accompanying notes are an integral part of these consolidated statements.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Data)
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| Interest income: | ||||
| Interest and fees on loans | $ | 39,635 | $ | 32,899 |
| Interest on investment securities: | ||||
| Taxable | 2,710 | 3,290 | ||
| Tax-exempt | 55 | 132 | ||
| Other interest and dividends | 1,188 | 817 | ||
| Total interest income | 43,588 | 37,138 | ||
| Interest expense: | ||||
| Interest on deposits | 6,554 | 4,151 | ||
| Interest on short-term borrowings | 92 | 115 | ||
| Interest on long-term debt | — | 84 | ||
| Total interest expense | 6,646 | 4,350 | ||
| Net interest income | 36,942 | 32,788 | ||
| Provision for loan and lease losses | 2,714 | 2,622 | ||
| Net interest income after provision for loan and lease losses | 34,228 | 30,166 | ||
| Non-interest income: | ||||
| Service and other charges on deposit accounts | 1,828 | 1,895 | ||
| Credit insurance income | 549 | 633 | ||
| Net gain on sales and prepayments of investment securities | 92 | 118 | ||
| Net gain on settlement of derivative contracts | — | 981 | ||
| Mortgage fees from secondary market | 475 | 507 | ||
| Other income, net | 2,422 | 1,476 | ||
| Total non-interest income | 5,366 | 5,610 | ||
| Non-interest expense: | ||||
| Salaries and employee benefits | 20,352 | 18,771 | ||
| Net occupancy and equipment | 4,230 | 3,677 | ||
| Computer services | 1,525 | 1,300 | ||
| Fees for professional services | 1,176 | 1,031 | ||
| Acquisition expenses | — | 1,641 | ||
| Other expense | 6,499 | 5,965 | ||
| Total non-interest expense | 33,782 | 32,385 | ||
| Income before income taxes | 5,812 | 3,391 | ||
| Provision for income taxes | 1,246 | 901 | ||
| Net income | $ | 4,566 | $ | 2,490 |
| Basic net income per share | $ | 0.71 | $ | 0.40 |
| Diluted net income per share | $ | 0.67 | $ | 0.37 |
| Dividends per share | $ | 0.09 | $ | 0.08 |
The accompanying notes are an integral part of these consolidated statements.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In Thousands, Except Share and Per Share Data)
| Common<br><br><br>Stock | Surplus | Accumulated<br><br><br>Other<br><br><br>Comprehensive<br><br><br>Income (Loss) | Retained<br><br><br>Earnings | Treasury<br><br><br>Stock, at<br><br><br>Cost | Non-<br><br><br>Controlling<br><br><br>Interest | Total<br><br><br>Shareholders’<br><br><br>Equity | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, December 31, 2017 | 6,081,744 | $ | 73 | $ | 10,755 | $ | (868 | ) | $ | 86,673 | $ | (20,414 | ) | $ | (11 | ) | $ | 76,208 | ||||
| Net income | — | — | — | — | 2,490 | — | — | 2,490 | ||||||||||||||
| Net change in fair value of<br> securities available-for-sale,<br> net of tax | — | — | — | (1,176 | ) | — | — | — | (1,176 | ) | ||||||||||||
| Net change in fair value of<br> derivative instruments,<br> net of tax | — | — | — | (333 | ) | — | — | — | (333 | ) | ||||||||||||
| Dividends declared: .08 per share | — | — | — | — | (495 | ) | — | — | (495 | ) | ||||||||||||
| Impact of stock-based<br> compensation plans, net | 11,963 | — | 444 | — | — | — | — | 444 | ||||||||||||||
| Stock paid or issued for<br> acquisition | 204,355 | 2 | 2,297 | — | — | — | — | 2,299 | ||||||||||||||
| Balance, December 31, 2018 | 6,298,062 | $ | 75 | $ | 13,496 | $ | (2,377 | ) | $ | 88,668 | $ | (20,414 | ) | $ | (11 | ) | $ | 79,437 | ||||
| Net income | — | — | — | — | 4,566 | — | — | 4,566 | ||||||||||||||
| Net change in fair value of<br> securities available-for-sale,<br> net of tax | — | — | — | 2,334 | — | — | — | 2,334 | ||||||||||||||
| Net change in fair value of<br> derivative instruments,<br> net of tax | — | — | — | (3 | ) | — | — | — | (3 | ) | ||||||||||||
| Dividends declared: .09 per share | — | — | — | — | (562 | ) | — | — | (562 | ) | ||||||||||||
| Impact of stock-based<br> compensation plans, net | 5,789 | — | 360 | — | — | — | — | 360 | ||||||||||||||
| Reissuance of treasury stock as<br> compensation | 2,579 | — | (42 | ) | — | — | 42 | — | — | |||||||||||||
| Treasury stock repurchases | (148,738 | ) | — | — | — | — | (1,478 | ) | — | (1,478 | ) | |||||||||||
| Discontinuation of partnership<br> consolidation | — | — | — | — | 83 | — | 11 | 94 | ||||||||||||||
| Balance, December 31, 2019 | 6,157,692 | $ | 75 | $ | 13,814 | $ | (46 | ) | $ | 92,755 | $ | (21,850 | ) | $ | — | $ | 84,748 |
All values are in US Dollars.
The accompanying notes are an integral part of these consolidated statements.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in Thousands)
| 2018 | |||||
| Net income | 4,566 | $ | 2,490 | ||
| Other comprehensive income: | |||||
| Unrealized holding gains (losses) on securities available-for-sale arising during the<br> year, net of tax expense (benefit) of 802 and (362), respectively | 2,403 | (1,087 | ) | ||
| Reclassification adjustment for net gains on securities available-for-sale realized in<br> net income, net of tax expense of 23 and 29, respectively | (69 | ) | (89 | ) | |
| Unrealized holding gains (losses) on effective cash flow hedge derivatives arising<br> during the year, net of tax expense (benefit) of (2) and 133, respectively | (3 | ) | 398 | ||
| Reclassification adjustment for net gains on cash flow hedge derivatives realized in<br> net income, net of tax expense of 0 and 243, respectively | — | (731 | ) | ||
| Other comprehensive income (loss) | 2,331 | (1,509 | ) | ||
| Total comprehensive income | 6,897 | $ | 981 |
All values are in US Dollars.
The accompanying notes are an integral part of these consolidated statements.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 4,566 | $ | 2,490 | ||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||
| Depreciation and amortization | 1,609 | 1,455 | ||||
| Provision for loan and lease losses | 2,714 | 2,622 | ||||
| Deferred income tax provision | 1,134 | 1,488 | ||||
| Net gain on sale and prepayment of investment securities | (92 | ) | (118 | ) | ||
| Stock-based compensation expense | 360 | 444 | ||||
| Net amortization of securities | 562 | 804 | ||||
| Amortization of intangible assets | 487 | 171 | ||||
| Net loss on premises and equipment and other real estate | 485 | 472 | ||||
| Changes in assets and liabilities: | ||||||
| Decrease (increase) in accrued interest receivable | 328 | (224 | ) | |||
| Increase in other assets | (3,891 | ) | (1,653 | ) | ||
| Increase in accrued interest expense | 113 | 43 | ||||
| Increase in other liabilities | 2,940 | 70 | ||||
| Net cash provided by operating activities | 11,315 | 8,064 | ||||
| Cash flows from investing activities: | ||||||
| Net (increase) decrease in federal funds sold | (1,726 | ) | 6,646 | |||
| Purchases of investment securities, available-for-sale | (9,094 | ) | (19,676 | ) | ||
| Proceeds from sales of investment securities, available-for-sale | 14,271 | 4,221 | ||||
| Proceeds from maturities and prepayments of investment<br><br><br>securities, available-for-sale | 36,020 | 40,665 | ||||
| Proceeds from maturities and prepayments of investment securities,<br><br><br>held-to-maturity | 7,039 | 4,693 | ||||
| Net (increase) decrease in Federal Home Loan Bank stock | (434 | ) | 1,471 | |||
| Net cash paid for acquisition | — | (19,014 | ) | |||
| Proceeds from the sale of premises and equipment and other real estate | 1,259 | 3,104 | ||||
| Net increase in loans | (34,430 | ) | (17,859 | ) | ||
| Purchases of premises and equipment | (3,184 | ) | (1,549 | ) | ||
| Net cash provided by investing activities | 9,721 | 2,702 | ||||
| Cash flows from financing activities: | ||||||
| Net (decrease) increase in customer deposits | (21,063 | ) | 47,271 | |||
| Net increase (decrease) in short-term borrowings | 9,498 | (25,067 | ) | |||
| Payments on long-term Federal Home Loan Bank advances | — | (10,000 | ) | |||
| Treasury stock repurchases | (1,478 | ) | — | |||
| Dividends paid | (562 | ) | (495 | ) | ||
| Net cash (used in) provided by financing activities | (13,605 | ) | 11,709 | |||
| Net increase in cash and cash equivalents | 7,431 | 22,475 | ||||
| Cash and cash equivalents, beginning of period | 49,599 | 27,124 | ||||
| Cash and cash equivalents, end of period | $ | 57,030 | $ | 49,599 |
The accompanying notes are an integral part of these consolidated statements.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019 AND 2018
| 1. | DESCRIPTION OF BUSINESS |
|---|
First US Bancshares, Inc. (“Bancshares”) and its wholly-owned subsidiary, First US Bank (the “Bank”), provide commercial banking services to customers through 20 banking offices located in Birmingham, Bucksville, Butler, Calera, Centreville, Columbiana, Gilbertown, Grove Hill, Harpersville, Jackson, Thomasville, Tuscaloosa and Woodstock, Alabama; Knoxville and Powell, Tennessee; and Rose Hill and Ewing, Virginia. In addition, the Bank operates loan production offices in Mobile, Alabama and the Chattanooga, Tennessee area. Both Bancshares and the Bank are headquartered in Birmingham, Alabama.
The Bank owns all of the stock of Acceptance Loan Company, Inc., an Alabama corporation (“ALC”). ALC is a finance company headquartered in Mobile, Alabama that performs both indirect lending through third-party retailers and conventional consumer finance lending through a branch network. As of December 31, 2019, ALC conducted indirect lending in 11 states, including Alabama, Florida, Georgia, Kentucky, Mississippi, Missouri, North Carolina, South Carolina, Tennessee, Texas and Virginia, with loans underwritten centrally at ALC’s headquarters location. ALC’s branch network serves customers through 21 offices located in Alabama and southeast Mississippi.
The Bank also owns all of the stock of FUSB Reinsurance, Inc. (“FUSB Reinsurance”), an Arizona corporation. FUSB Reinsurance is an insurance company that underwrites credit life and accidental death insurance related to consumer loans written by the Bank and ALC.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|---|
Principles of Consolidation
The consolidated financial statements include the accounts of Bancshares, the Bank and its wholly-owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated. The Company consolidates an entity if the Company has a controlling financial interest in the entity.
Use of Estimates
The accounting principles and reporting policies of the Company, and the methods of applying these principles, conform with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with general practices within the financial services industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated balance sheets and revenues and expenses for the period included in the consolidated statements of operations and of cash flows. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant changes in the near term relate to the accounting for the allowance for loan and lease losses, the right-of-use asset and lease liability, the value of other real estate owned (“OREO”) and certain collateral-dependent loans, consideration related to goodwill impairment testing and deferred tax asset valuation. In connection with the determination of the allowance for loan losses and OREO, management generally obtains independent appraisals for significant properties, evaluates the overall portfolio characteristics and delinquencies and monitors economic conditions.
A substantial portion of the Company’s loans are secured by real estate in its primary market areas. Accordingly, the ultimate collectability of a substantial portion of the Company’s loan portfolio and the recovery of a portion of the carrying amount of foreclosed real estate are susceptible to changes in economic conditions in the Company’s primary market areas.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, instruments with an original maturity of less than 90 days from issuance and amounts due from banks.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Supplemental disclosures of cash flow information and non-cash transactions related to cash flows for the years ended December 31, 2019 and 2018 are as follows:
| 2019 | 2018 | |||
|---|---|---|---|---|
| (Dollars in Thousands) | ||||
| Cash paid during the year for: | ||||
| Interest | $ | 6,533 | $ | 4,307 |
| Income taxes | 131 | 134 | ||
| Non-cash transactions: | ||||
| Assets acquired in settlement of loans | 1,340 | 1,068 | ||
| Reissuance of treasury stock as compensation | 42 | — | ||
| Assets acquired in business acquisition | — | 164,690 | ||
| Liabilities assumed in business acquisition | — | 150,812 |
Revenue Recognition
The main source of revenue for the Company is interest revenue, which is recognized on an accrual basis and calculated through the use of non-discretionary formulas based on written contracts, such as loan agreements or securities contracts. Loan origination fees are amortized into interest income over the term of the loan. Other types of non-interest revenue, such as service charges on deposits, are accrued and recognized into income as services are provided and the amount of fees earned is reasonably determinable.
Reinsurance Activities
The Company assumes insurance risk related to credit life and credit accident and health insurance written by a non-affiliated insurance company for its customers that choose such coverage through a quota share reinsurance agreement. Assumed premiums on credit life insurance are deferred and earned over the period of insurance coverage using either a pro rata method or the effective yield method, depending on whether the amount of insurance coverage generally remains level or declines. Assumed premiums for accident and health policies are earned on an average of the pro rata and the effective yield methods.
Other liabilities include reserves for incurred but unpaid credit insurance claims for policies assumed under the quota share reinsurance agreement. These insurance liabilities are based on acceptable actuarial methods. Such liabilities are necessarily based on estimates, and, while management believes that the amount is adequate, the ultimate liability may be in excess of or less than the amounts provided. The methods for making such estimates and for establishing the resulting liabilities are continually reviewed, and any adjustments are reflected in earnings currently.
Investment Securities
Securities may be held in one of three portfolios: trading account securities, securities held-to-maturity or securities available-for-sale. Trading account securities are carried at estimated fair value, with unrealized gains and losses included in operations. The Company held no trading account securities as of December 31, 2019 or 2018. Investment securities held-to-maturity are carried at cost, adjusted for amortization of premiums and accretion of discounts. With regard to investment securities held-to-maturity, management has the intent and the Bank has the ability to hold such securities until maturity. Investment securities available-for-sale are carried at fair value, with any unrealized gains or losses excluded from operations and reflected, net of tax, as a separate component of shareholders’ equity in accumulated other comprehensive income or loss. Investment securities available-for-sale are so classified because management may decide to sell certain securities prior to maturity for liquidity, tax planning or other valid business purposes. When the fair value of a security falls below carrying value, an evaluation must be made to determine whether the unrealized loss is a temporary or other-than-temporary impairment. Impaired securities that are not deemed to be temporarily impaired are written down by a charge to operations to the extent that the impairment is related to credit losses. The amount of impairment related to other factors is recognized in other comprehensive income or loss. The Company uses a systematic methodology to evaluate potential impairment of its investments that considers, among other things, the magnitude and duration of the decline in fair value, the financial health and business outlook of the issuer and the Company’s ability and intent to hold the investment until such time as the security recovers its fair value.
Interest earned on investment securities available-for-sale is included in interest income. Amortization of premiums and discounts on investment securities is determined by the interest method and included in interest income. Gains and losses on the sale of investment securities available-for-sale, computed principally on the specific identification method, are shown separately in non-interest income.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Derivatives and Hedging Activities
As part of the Company’s overall interest rate risk management, the Company may use derivative instruments, which can include interest rate swaps, caps and floors. Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC Topic 815”), requires all derivative instruments to be carried at fair value on the consolidated balance sheets. ASC Topic 815 provides special accounting provisions for derivative instruments that qualify for hedge accounting. To be eligible, the Company must specifically identify a derivative as a hedging instrument and identify the risk being hedged. The derivative instrument must be shown to meet specific requirements under ASC Topic 815. See Note 18, “Derivative Financial Instruments,” for information on derivative financial instruments.
Loans and Interest Income
Loans are reported at principal amounts outstanding, adjusted for unearned income, net deferred loan origination fees and costs, purchase premiums and discounts, write-downs and the allowance for loan losses. Loan origination fees, net of certain deferred origination costs, and purchase premiums and discounts are recognized as an adjustment to the yield of the related loans, on an effective yield basis.
Interest on all loans is accrued and credited to income based on the principal amount outstanding. The accrual of interest on loans is discontinued when, in the opinion of management, there is an indication that the borrower may be unable to make payments as they become due. Upon such discontinuance, all unpaid accrued interest is reversed against current income unless the collateral for the loan is sufficient to cover the accrued interest. Interest received on non-accrual loans generally is either applied against principal or reported as interest income in accordance with management’s judgment as to the collectability of principal. The policy for interest recognition on impaired loans is consistent with the non-accrual interest recognition policy. Generally, loans are restored to accrual status when the obligation is brought current and the borrower has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.
Allowance for Loan and Lease Losses
The allowance for loan and lease losses is determined based on various components for individually impaired loans and for homogeneous pools of loans and leases. The allowance for loan and lease losses is increased by a provision for loan and lease losses, which is charged to expense, and reduced by charge-offs, net of recoveries by portfolio segment. The methodology for determining charge-offs is consistently applied to each segment. The allowance for loan and lease losses is maintained at a level that, in management’s judgment, is adequate to absorb credit losses inherent in the loan and lease portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan and lease portfolio, including the nature of the portfolio, and changes in its risk profile, credit concentrations, historical trends and economic conditions. This evaluation also considers the balance of impaired loans. Losses on individually identified impaired loans are measured based on the present value of expected future cash flows, discounted at each loan’s original effective market interest rate. As a practical expedient, impairment may be measured based on the loan’s observable market price or the fair value of the collateral if the loan is collateral-dependent. When the measure of the impaired loan is less than the recorded investment in the loan, the impairment is recorded through the provision added to the allowance for loan losses. One-to-four family residential mortgages and consumer installment loans are subjected to a collective evaluation for impairment, considering delinquency and repossession statistics, loss experience and other factors. Though management believes the allowance for loan and lease losses to be adequate, ultimate losses may vary from estimates. However, estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings during periods in which they become known.
Premises and Equipment
Premises and equipment are carried at cost less accumulated depreciation, and amortization is computed principally by the straight-line method over the estimated useful lives of the assets or the expected lease terms for leasehold improvements, whichever is shorter. Useful lives for all premises and equipment range from three to forty years.
Bank Owned Life Insurance
The Company has purchased life insurance policies on certain directors and former executives. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.
Goodwill and Other Intangible Assets
Goodwill arises from business combinations and is generally determined as the excess of cost over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is determined to have an indefinite useful life and is not amortized but tested for impairment at least annually or more frequently if events or circumstances exist that indicate that a goodwill impairment test should be performed. The Company has selected October 1 as the date to perform the annual impairment test.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Other intangible assets consist of core deposit intangible assets arising from acquisitions. Core deposit intangibles have definite useful lives and are amortized on an accelerated basis over their estimated useful lives. The Company’s core deposit intangibles have estimated useful lives of 7 years. In addition, these intangibles are evaluated for impairment whenever events or circumstances exist that indicate that the carrying amount should be reevaluated.
Other Real Estate Owned (OREO)
Other real estate owned consists of properties acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure. These properties are carried at net realizable value, less estimated selling costs. Losses arising from the acquisition of properties are charged against the allowance for loan losses. Gains or losses realized upon the sale of OREO and additional losses related to subsequent valuation adjustments are determined on a specific property basis and are included as a component of non-interest expense along with carrying costs.
Income Taxes
The Company accounts for income taxes on the accrual basis through the use of the asset and liability method. Under the asset and liability method, deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the consolidated financial statement carrying amounts and the basis of existing assets and liabilities. Deferred tax assets are also recorded for any tax attributes, such as tax credit and net operating loss carryforwards. The net balance of deferred tax assets and liabilities is reported in other assets in the consolidated balance sheets. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company evaluates the realization of deferred tax assets based on all positive and negative evidence available at the balance sheet date. Realization of deferred tax assets is based on the Company’s judgments about relevant factors affecting realization, including taxable income within any applicable carryback periods, future projected taxable income, reversal of taxable temporary differences and other tax planning strategies to maximize realization of deferred tax assets. A valuation allowance is recorded for any deferred tax assets that are not “more likely than not” to be realized.
A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit for which there is a greater than 50% likelihood that such amount would be realized upon examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company recognizes interest expense, interest income and penalties related to unrecognized tax benefits within current income tax expense.
Stock-Based Compensation
Compensation expense is recognized for stock options and restricted stock awards issued to employees based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards.
Compensation expense is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. The Company’s accounting policy is to recognize compensation expense net of estimated forfeitures.
Treasury Stock
Treasury stock purchases and sales are accounted for using the cost method.
Advertising Costs
Advertising costs for promoting the Company are minimal and expensed as incurred.
Segment Reporting
Management has identified two reportable operating segments of Bancshares: the Bank and ALC. The reportable segments were determined based on the internal management reporting system and comprise Bancshares’ and the Bank’s significant subsidiaries. Segment results include certain overhead allocations and intercompany transactions that were recorded at current market prices. All intercompany transactions were eliminated in the determination of consolidated balances.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Reclassification and Restatement
Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the 2019 presentation. These reclassifications had no effect on the Company’s results of operations, financial position or net cash flow.
Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding (basic shares). Included in basic shares are certain shares that have been accrued as of the balance sheet date as deferred compensation for members of Bancshares’ Board of Directors. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding, adjusted for the effect of potentially dilutive stock awards outstanding during the period (dilutive shares). The dilutive shares consist of nonqualified stock option grants issued to employees and members of Bancshares’ Board of Directors pursuant to Bancshares’ 2013 Incentive Plan (as amended, the “2013 Incentive Plan”) previously approved by Bancshares’ shareholders. The following table reflects weighted average shares used to calculate basic and diluted net income per share for the years ended December 31, 2019 and 2018.
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| Basic shares | 6,386,946 | 6,276,670 | ||
| Dilutive shares | 412,800 | 377,951 | ||
| Diluted shares | 6,799,746 | 6,654,621 | ||
| Year Ended December 31, | ||||
| --- | --- | --- | --- | --- |
| 2019 | 2018 | |||
| (Dollars in Thousands,<br><br><br>Except Per Share Data) | ||||
| Net income | $ | 4,566 | $ | 2,490 |
| Basic net income per share | $ | 0.71 | $ | 0.40 |
| Diluted net income per share | $ | 0.67 | $ | 0.37 |
On February 26, 2020, the Company granted stock awards to certain management employees and members of the Board of Directors. Nonqualified stock options to purchase a total of 9,200 shares of common stock were granted. Additionally, restricted stock awards with respect to 24,660 shares of common stock were granted. The shares underlying these awards are dilutive; however, since they were granted subsequent to December 31, 2019, they are not included in dilutive shares in the table above.
Comprehensive Income
Comprehensive income consists of net income, as well as unrealized holding gains and losses that arise during the period associated with the Company’s available-for-sale securities portfolio and the effective portion of cash flow hedge derivatives. In the calculation of comprehensive income, reclassification adjustments are made for gains or losses realized in the statement of operations associated with the sale of available-for-sale securities, settlement of derivative contracts or changes in the fair value of cash flow derivatives.
Accounting Policies Recently Adopted
Accounting Standards Update (“ASU”) 2017-12, “Targeted Improvements to Accounting for Hedging Activities.” This ASU simplifies and expands the eligible hedging strategies for financial and nonfinancial risks by more closely aligning hedge accounting with a company’s risk management activities, and also simplifies the application of ASC Topic 815, Derivatives and Hedging, through targeted improvements in key practice areas. This includes expanding the list of items eligible to be hedged and amending the methods used to measure the effectiveness of hedging relationships. In addition, the ASU prescribes how hedging results should be presented and requires incremental disclosures. These changes are intended to allow preparers more flexibility and to enhance the transparency of how hedging results are presented and disclosed. Further, the ASU provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in earnings in the current period. ASU 2017-12 became effective for the Company on January 1, 2019. The adoption of ASU 2017-12 did not have a material impact on the Company’s consolidated financial statements.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
ASU 2016-02, “Leases (Topic 842).” Issued in February 2016, ASU 2016-02 was issued by the Financial Accounting Standards Board (“FASB”) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. ASU 2016-02 requires organizations that lease assets (lessees) to recognize on the balance sheet the assets and liabilities for the rights and obligations created by the lease for all operating leases under current U.S. GAAP with a term of more than 12 months. ASU 2016-02 became effective for the Company on January 1, 2019. See Note 17, “Leases,” for additional information regarding the adoption of ASU 2016-02. As a result of implementation of the standard, the Company recorded a right-of-use asset and lease liability. As of December 31, 2019, the right-of-use asset and lease liability totaled approximately $3.5 million and $3.6 million, respectively. The right-of-use asset is included in other assets on the balance sheet, while the lease liability is included in other liabilities. The adoption of ASU 2016-02 did not have a material impact on the Company’s income or expenses associated with its existing leases.
Pending Accounting Pronouncements
ASU 2018-15, “Intangibles-Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force).” Issued in August 2018, ASU 2018-15 aims to reduce complexity in the accounting for costs of implementing a cloud computing service arrangement. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The amendments of ASU 2018-15 require an entity to follow the guidance in FASB ASC Subtopic 350-40, “Intangibles-Goodwill and Other – Internal-Use Software,” in order to determine which implementation costs to capitalize as assets related to the service contract and which costs to expense. The amendments of ASU 2018-15 also require an entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement (i.e., the noncancelable period of the arrangement plus periods covered by (1) an option to extend the arrangement if the entity is reasonably certain to exercise that option, (2) an option to terminate the arrangement if the entity is reasonably certain not to exercise the option and (3) an option to extend (or not to terminate) the arrangement in which exercise of the option is in the control of the vendor). ASU 2018-15 also requires an entity to present the expense related to the capitalized implementation costs in the same line item in the statement of income as the fees associated with the hosting element (service) of the arrangement, and to classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element. ASU 2018-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company does not currently have any material amount of implementation costs related to hosting arrangements that are service contracts, and the Company does not expect the adoption of ASU 2018-15 to have a material impact on the Company’s consolidated financial statements.
ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” Issued in August 2018, the amendments in this ASU remove disclosure requirements in ASC Topic 820 related to (1) the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels and (3) the valuation processes for Level 3 fair value measurements. The ASU also modifies disclosure requirements such that (1) for investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date that restrictions from redemption might lapse, only if the investee has communicated the timing to the entity or announced the timing publicly, and (2) it is clear that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. Additionally, this ASU adds disclosure requirements for public entities about (1) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period, and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments of ASU 2018-13 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements but does not expect the adoption of ASU 2018-13 to have a material impact on the Company’s consolidated financial statements.
ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” Issued in January 2017, ASU 2017-04 simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. In computing the implied fair value of goodwill under Step 2, an entity, prior to the amendments in ASU 2017-04, had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities, including unrecognized assets and liabilities, in accordance with the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. However, under the amendments in ASU 2017-04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 removes the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to perform Step 2 of the
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
goodwill impairment test. As originally issued, ASU 2017-04 was effective prospectively for annual, or any interim, goodwill impairment tests in fiscal years beginning after December 15, 2019. On October 16, 2019, the FASB approved a delay in the implementation of ASU 2017-04 by three years for smaller reporting companies, including the Company. Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.
ASU 2016-13, "Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments.” Issued in June 2016, ASU 2016-13 removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables and held-to-maturity debt securities. Under current U.S. GAAP, companies generally recognize credit losses when it is probable that the loss has been incurred. The revised guidance removes all current recognition thresholds and requires companies to recognize an allowance for lifetime expected credit losses. Credit losses will be immediately recognized through net income; the amount recognized will be based on the current estimate of contractual cash flows not expected to be collected over the financial asset’s contractual term. ASU 2016-13 also amends the credit loss measurement guidance for available-for-sale debt securities. The standard will add new disclosures related to factors that influenced management’s estimate, including current expected credit losses, the changes in those factors and reasons for the changes, as well as the method applied to revert to historical credit loss experience. As originally issued, ASU 2016-13 was effective for financial statements issued for fiscal years and for interim periods within those fiscal years beginning after December 15, 2019, with institutions required to apply the changes through a cumulative-effect adjustment to their retained earnings balance as of the beginning of the first reporting period in which the guidance is effective. On October 16, 2019, the FASB approved a delay in the implementation of ASU 2016-13 by three years for smaller reporting companies, including the Company. Management has been in the process of developing a revised model to calculate the allowance for loan and lease losses upon implementation of ASU 2016-13 in order to determine the impact on the Company’s consolidated financial statements and, at this time, expects to recognize a one-time cumulative effect adjustment to the allowance for loan and lease losses as of the beginning of the first reporting period in which the new standard is effective. The magnitude of any such one-time adjustment is not yet known.
Revenue
On January 1, 2018, the Company implemented ASU 2014-09, Revenue from Contracts with Customers, codified at ASC Topic 606. As of the implementation date, the Company had no uncompleted customer contracts and, as a result, no cumulative transition adjustment was made to the Company’s accumulated deficit during the year ended December 31, 2018.
The majority of the Company’s revenue is generated through interest earned on financial instruments, including loans and investment securities, which falls outside the scope of ASC Topic 606. The Company also generates revenue from insurance- and lease-related contracts that fall outside the scope of ASC Topic 606.
All of the Company’s revenue that is subject to ASC Topic 606 is included in non-interest income; however, not all non-interest income is subject to ASC Topic 606. Revenue earned by the Company that is subject to ASC Topic 606 primarily consists of service and other charges on deposit accounts, mortgage fees from secondary market transactions at the Bank, ATM fee income and other non-interest income. Revenue generated from these sources for the years ended December 31, 2019 and 2018 was $3.4 million and $3.2 million, respectively. All sources of the Company’s revenue subject to ASC Topic 606 are transaction-based, and revenue is recognized at the time at which the transaction is executed, which is the same time at which the Company’s performance obligation is satisfied. The Company had no contract liabilities or unsatisfied performance obligations with customers as of December 31, 2019.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| 3. | ACQUISITION ACTIVITY |
|---|
On August 31, 2018, the Company completed the acquisition of The Peoples Bank (“TPB”) and then merged TPB with and into the Bank. The acquisition of TPB provided the Company with an opportunity to enter the Knoxville, Tennessee market, as well as southwest Virginia, and was consistent with the Company’s strategy to expand in selected high-growth metropolitan markets. As of the acquisition date, TPB’s assets totaled $166.5 million, consisting primarily of pre-discounted gross loans totaling $156.8 million. Total deposits were $140.0 million. Purchase accounting adjustments were recorded as of the acquisition date, resulting in goodwill of $7.4 million.
The acquisition of TPB was accounted for using the purchase method of accounting in accordance with ASC Topic 805, Business Combinations. Assets acquired, liabilities assumed and consideration exchanged were recorded at their respective acquisition date fair values. Determining the fair value of assets and liabilities is a complicated process involving significant judgment regarding the methods and assumptions to be used. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available. No adjustments to fair value were recorded during the year ended December 31, 2019.
In accordance with the transaction agreement, the Company acquired 100% of the capital stock of TPB for the purchase price of $23.4 million calculated on the net book value of TPB as of December 31, 2017 and a mutually agreed upon multiple of 1.62, less certain mutually agreed upon deductions that are described in the transaction agreement, which reduced the purchase price by approximately $0.4 million. Approximately 90% of the purchase price was paid in cash, which totaled approximately $20.7 million, and approximately 10% was paid in the form of unregistered shares of the Company’s common stock, which consisted of 204,355 shares of Bancshares common stock. The aggregate purchase price was subject to adjustment following the closing date of the transaction based on determination of TPB’s final net book value as of the date of closing, which resulted in the payment by the Company of an additional cash amount of approximately $1.4 million.
A summary, at fair value, of the assets acquired and liabilities assumed in the TPB transaction, as of the acquisition date, is as follows:
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
ASSETS ACQUIRED AND LIABILITIES ASSUMED FROM THE PEOPLES BANK
AUGUST 31, 2018
(Dollars in Thousands)
| Acquired<br><br><br>from TPB | Fair Value<br><br><br>Adjustments | Fair Value as<br><br><br>of August 31,<br><br><br>2018 | ||||||
|---|---|---|---|---|---|---|---|---|
| Assets Acquired: | ||||||||
| Cash and cash equivalents | $ | 3,085 | $ | — | $ | 3,085 | ||
| Investment securities, available-for-sale | 5,977 | — | 5,977 | |||||
| Federal Home Loan Bank stock, at cost | 565 | — | 565 | |||||
| Loans | 156,772 | (2,195 | ) | 154,577 | ||||
| Allowance for loan losses | (1,702 | ) | 1,702 | — | ||||
| Net loans | 155,070 | (493 | ) | 154,577 | ||||
| Premises and equipment, net | 1,198 | 17 | 1,215 | |||||
| Other real estate owned | 85 | — | 85 | |||||
| Other assets | 551 | (328 | ) | 223 | ||||
| Core deposit intangible | — | 2,048 | 2,048 | |||||
| Total assets acquired | $ | 166,531 | $ | 1,244 | $ | 167,775 | ||
| Liabilities Assumed: | ||||||||
| Deposits | 140,033 | 342 | 140,375 | |||||
| Short-term borrowings | 10,000 | — | 10,000 | |||||
| Other liabilities | 437 | — | 437 | |||||
| Total liabilities assumed | 150,470 | 342 | 150,812 | |||||
| Shareholders’ Equity Assumed: | ||||||||
| Common stock | 1,027 | (1,027 | ) | — | ||||
| Surplus | 5,280 | (5,280 | ) | — | ||||
| Accumulated other comprehensive income, net of tax | 17 | (17 | ) | — | ||||
| Retained earnings | 9,737 | (9,737 | ) | — | ||||
| Total shareholders’ equity assumed | 16,061 | (16,061 | ) | — | ||||
| Total liabilities and shareholders’ equity assumed | $ | 166,531 | $ | (15,719 | ) | $ | 150,812 | |
| Net assets acquired | $ | 16,963 | ||||||
| Purchase price | 24,398 | |||||||
| Goodwill | $ | 7,435 |
The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above.
Cash and cash equivalents — The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of the assets.
Investment securities — Prior to acquisition, the investment securities acquired were classified as available-for-sale and, accordingly, were recorded at fair value on a recurring basis. Fair value for most of the securities was based upon quoted prices of like or similar securities and determined using observable data including, among other things, dealer quotes, market spreads, cash flow, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus, prepayment speeds, credit information and the securities’ terms and conditions.
Federal Home Loan Bank stock, at cost — Prior to acquisition, TPB maintained a required investment in the Federal Home Loan Bank (“FHLB”) of Atlanta, which was, in part, based on TPB’s amount of borrowings with the FHLB. The investment was carried at cost as it is not readily marketable, and, accordingly, there is no established market price for the investment. Upon acquisition, the Bank was able to absorb the investment into its own holdings of stock with the FHLB of Atlanta. The Bank has the ability to be reimbursed by the FHLB of Atlanta at cost for stock holdings as borrowings with the FHLB are paid down. Accordingly, the carrying amount of the assets is considered a reasonable estimate of fair value.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Loans — Fair values for performing loans were determined based on a discounted cash flow methodology that aggregated model inputs and loan information into selected pools and calculated the loan level cash flows used to value the pools. The model calculated the contractual cash flows and expected cash flows, and then discounted the expected cash flows to present value in order to determine fair value. The assumptions used to estimate the fair value of the loans included unpaid principal balance, maturity date, coupon, prepayment speed, expected credit losses and discount rates. The fair value adjustment, also described as the discount on the purchased loans, for the performing loans is being accreted into income over the lives of the loans. Purchased credit impaired (“PCI”) loans were valued using the cost recovery method. The Company did not recognize any accretable yield, or income expected to be collected, associated with the PCI loans. The table below summarizes the carrying amounts and fair value adjustments of the loans acquired from TPB as of the acquisition date.
| August 31, 2018 | |||||||
|---|---|---|---|---|---|---|---|
| Acquired<br><br><br>from TPB | Fair Value<br><br><br>Adjustments | Fair Value as<br><br><br>of August 31,<br><br><br>2018 | |||||
| (Dollars in Thousands) | |||||||
| Purchased performing loans | $ | 153,862 | $ | (2,116 | ) | $ | 151,746 |
| Purchased credit impaired loans | 2,910 | (79 | ) | 2,831 | |||
| Total purchased loans | $ | 156,772 | $ | (2,195 | ) | $ | 154,577 |
Allowance for loan losses — In accordance with U.S. GAAP, the acquired loans were adjusted to fair value, and the pre-acquisition allowance for loan losses on TPB’s balance sheet was reversed.
Premises and equipment — The fair values of acquired land and buildings were determined based on independent appraisals performed by a third-party appraiser. The fair value adjustment represents the difference between fair value and the carrying value at the date of acquisition. For furniture and fixtures, carrying value was considered to be a reasonable estimate of fair value.
Other real estate owned — These assets are presented at the estimated net realizable value that management expects to receive when the properties are sold, net of related costs of disposal.
Other assets — The fair value adjustment was due primarily to changes in deferred tax assets related to the transaction, as well as adjustment of certain prepaid assets associated with TPB’s core processing vendor. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.
Core deposit intangible — This intangible asset represents the value of the relationships that TPB had with its deposit customers. The fair value of the core deposit intangible was estimated using a discounted cash flow methodology that gave consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to customer deposits.
Deposits — The fair values used for the demand and savings deposits that comprise the transaction accounts acquired equal the amount payable on demand at the acquisition date. The fair value of certificates of deposit was determined using a discounted cash flow methodology whereby an estimate of the present value of contractual payments over the remaining life of the time deposit was determined. Future cash flows were discounted using market interest rates estimated based on the median offering rates of peer institutions at the time of the acquisition.
Short-term borrowings — TPB’s short-term borrowings were comprised of daily renewable FHLB advances. Based on the short-term nature of the borrowings, the carrying amount of the liability was determined to be a reasonable approximation of fair value.
Other liabilities — The carrying amount of these other liabilities was deemed to be a reasonable estimate of fair value.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| 4. | INVESTMENT SECURITIES |
|---|
Details of investment securities available-for-sale and held-to-maturity as of December 31, 2019 and 2018 were as follows:
| Available-for-Sale | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | |||||||||
| Amortized<br><br><br>Cost | Gross<br><br><br>Unrealized<br><br><br>Gains | Gross<br><br><br>Unrealized<br><br><br>Losses | Estimated<br><br><br>Fair<br><br><br>Value | ||||||
| (Dollars in Thousands) | |||||||||
| Mortgage-backed securities: | |||||||||
| Residential | $ | 46,182 | $ | 372 | $ | (209 | ) | $ | 46,345 |
| Commercial | 43,686 | 73 | (386 | ) | 43,373 | ||||
| Obligations of states and political subdivisions | 4,123 | 95 | — | 4,218 | |||||
| U.S. Treasury securities | 80 | — | — | 80 | |||||
| Total | $ | 94,071 | $ | 540 | $ | (595 | ) | $ | 94,016 |
| Held-to-Maturity | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2019 | |||||||||
| Amortized<br><br><br>Cost | Gross<br><br><br>Unrealized<br><br><br>Gains | Gross<br><br><br>Unrealized<br><br><br>Losses | Estimated<br><br><br>Fair<br><br><br>Value | ||||||
| (Dollars in Thousands) | |||||||||
| Mortgage-backed securities: | |||||||||
| Commercial | $ | 8,923 | $ | 2 | $ | (46 | ) | $ | 8,879 |
| Obligations of U.S. government-sponsored agencies | 4,324 | 5 | (10 | ) | 4,319 | ||||
| Obligations of states and political subdivisions | 1,093 | 15 | — | 1,108 | |||||
| Total | $ | 14,340 | $ | 22 | $ | (56 | ) | $ | 14,306 |
| Available-for-Sale | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2018 | |||||||||
| Amortized<br><br><br>Cost | Gross<br><br><br>Unrealized<br><br><br>Gains | Gross<br><br><br>Unrealized<br><br><br>Losses | Estimated<br><br><br>Fair<br><br><br>Value | ||||||
| (Dollars in Thousands) | |||||||||
| Mortgage-backed securities: | |||||||||
| Residential | $ | 73,859 | $ | 113 | $ | (1,517 | ) | $ | 72,455 |
| Commercial | 56,101 | 10 | (1,822 | ) | 54,289 | ||||
| Obligations of states and political subdivisions | 5,617 | 51 | (4 | ) | 5,664 | ||||
| U.S. Treasury securities | 79 | — | — | 79 | |||||
| Total | $ | 135,656 | $ | 174 | $ | (3,343 | ) | $ | 132,487 |
| Held-to-Maturity | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2018 | |||||||||
| Amortized<br><br><br>Cost | Gross<br><br><br>Unrealized<br><br><br>Gains | Gross<br><br><br>Unrealized<br><br><br>Losses | Estimated<br><br><br>Fair<br><br><br>Value | ||||||
| (Dollars in Thousands) | |||||||||
| Mortgage-backed securities: | |||||||||
| Commercial | $ | 11,716 | $ | — | $ | (349 | ) | $ | 11,367 |
| Obligations of U.S. government-sponsored agencies | 8,026 | — | (244 | ) | 7,782 | ||||
| Obligations of states and political subdivisions | 1,720 | — | (17 | ) | 1,703 | ||||
| Total | $ | 21,462 | $ | — | $ | (610 | ) | $ | 20,852 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The scheduled maturities of investment securities available-for-sale and held-to-maturity as of December 31, 2019 are presented in the following table:
| Available-for-Sale | Held-to-Maturity | |||||||
|---|---|---|---|---|---|---|---|---|
| Amortized<br><br><br>Cost | Estimated<br><br><br>Fair<br><br><br>Value | Amortized<br><br><br>Cost | Estimated<br><br><br>Fair<br><br><br>Value | |||||
| (Dollars in Thousands) | ||||||||
| Maturing within one year | $ | 341 | $ | 344 | $ | 60 | $ | 60 |
| Maturing after one to five years | 17,882 | 17,881 | 767 | 779 | ||||
| Maturing after five to ten years | 44,274 | 44,342 | 7,064 | 7,035 | ||||
| Maturing after ten years | 31,574 | 31,449 | 6,449 | 6,432 | ||||
| Total | $ | 94,071 | $ | 94,016 | $ | 14,340 | $ | 14,306 |
For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the weighted-average contractual maturities of underlying collateral. The mortgage-backed securities generally mature earlier than their weighted-average contractual maturities because of principal prepayments.
The following table reflects gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of December 31, 2019 and 2018.
| Available-for-Sale | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | ||||||||||
| Less than 12 Months | 12 Months or More | |||||||||
| Fair<br><br><br>Value | Unrealized<br><br><br>Losses | Fair<br><br><br>Value | Unrealized<br><br><br>Losses | |||||||
| (Dollars in Thousands) | ||||||||||
| Mortgage-backed securities: | ||||||||||
| Residential | $ | 17,340 | $ | (66 | ) | $ | 10,094 | $ | (143 | ) |
| Commercial | 3,794 | (25 | ) | 29,754 | (361 | ) | ||||
| U.S. Treasury securities | 80 | — | — | — | ||||||
| Total | $ | 21,214 | $ | (91 | ) | $ | 39,848 | $ | (504 | ) |
| Held-to-Maturity | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2019 | ||||||||||
| Less than 12 Months | 12 Months or More | |||||||||
| Fair<br><br><br>Value | Unrealized<br><br><br>Losses | Fair<br><br><br>Value | Unrealized<br><br><br>Losses | |||||||
| (Dollars in Thousands) | ||||||||||
| Mortgage-backed securities: | ||||||||||
| Commercial | $ | 685 | $ | — | $ | 6,405 | $ | (46 | ) | |
| Obligations of U.S. government-sponsored agencies | 846 | (4 | ) | 2,994 | (6 | ) | ||||
| Total | $ | 1,531 | $ | (4 | ) | $ | 9,399 | $ | (52 | ) |
| Available-for-Sale | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2018 | ||||||||||
| Less than 12 Months | 12 Months or More | |||||||||
| Fair<br><br><br>Value | Unrealized<br><br><br>Losses | Fair<br><br><br>Value | Unrealized<br><br><br>Losses | |||||||
| (Dollars in Thousands) | ||||||||||
| Mortgage-backed securities: | ||||||||||
| Residential | $ | 9,417 | $ | (87 | ) | $ | 53,507 | $ | (1,430 | ) |
| Commercial | 461 | (3 | ) | 53,430 | (1,819 | ) | ||||
| Obligations of states and political subdivisions | 879 | (2 | ) | 420 | (2 | ) | ||||
| U.S. Treasury securities | 79 | — | — | — | ||||||
| Total | $ | 10,836 | $ | (92 | ) | $ | 107,357 | $ | (3,251 | ) |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| Held-to-Maturity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2018 | |||||||||
| Less than 12 Months | 12 Months or More | ||||||||
| Fair<br><br><br>Value | Unrealized<br><br><br>Losses | Fair<br><br><br>Value | Unrealized<br><br><br>Losses | ||||||
| (Dollars in Thousands) | |||||||||
| Mortgage-backed securities: | |||||||||
| Commercial | $ | — | $ | — | $ | 11,367 | $ | (349 | ) |
| Obligations of U.S. government-sponsored agencies | — | — | 7,782 | (244 | ) | ||||
| Obligations of states and political subdivisions | 770 | — | 933 | (17 | ) | ||||
| Total | $ | 770 | $ | — | $ | 20,082 | $ | (610 | ) |
Management evaluates securities for other-than-temporary impairment no less frequently than quarterly and more frequently when economic or market concerns warrant such evaluation. Consideration is given to: (i) the length of time and the extent to which fair value has been less than cost; (ii) the financial condition and near-term prospects of the issuer; (iii) whether the Company intends to sell the securities; and (iv) whether it is more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases.
As of December 31, 2019, 69 debt securities had been in a loss position for more than 12 months, and 35 debt securities had been in a loss position for less than 12 months. As of December 31, 2018, 153 debt securities had been in a loss position for more than 12 months, and 21 debt securities had been in a loss position for less than 12 months. As of both December 31, 2019 and 2018, the losses for all securities were considered to be a direct result of the effect that the prevailing interest rate environment had on the value of debt securities and were not related to the creditworthiness of the issuers. Most of the securities in an unrealized loss position are residential or commercial mortgage-backed securities that are either direct obligations of the U.S. government or government-sponsored entities and, accordingly, have little associated credit risk. Further, the Company has the current intent and ability to retain its investments in the issuers for a period of time that management believes to be sufficient to allow for any anticipated recovery in fair value. Therefore, the Company did not recognize any other-than-temporary impairments as of December 31, 2019 and 2018.
Investment securities with a carrying value of $51.7 million and $46.7 million as of December 31, 2019 and 2018, respectively, were pledged to secure public deposits and for other purposes.
| 5. | LOANS AND ALLOWANCE FOR LOAN LOSSES |
|---|
Portfolio Segments
The Company has divided the loan and lease portfolio into nine portfolio segments, each with different risk characteristics described as follows:
Construction, land development and other land loans – Commercial construction, land and land development loans include the development of residential housing projects, loans for the development of commercial and industrial use property and loans for the purchase and improvement of raw land. These loans are secured in whole or in part by the underlying real estate collateral and are generally guaranteed by the principals of the borrowing entity.
Secured by 1-4 family residential properties – These loans include conventional mortgage loans on one-to-four family residential properties. These properties may serve as the borrower’s primary residence, vacation home or investment property. Also included in this portfolio are home equity loans and lines of credit. This type of lending, which is secured by a first or second mortgage on the borrower’s residence, allows customers to borrow against the equity in their home.
Secured by multi-family residential properties – This portfolio segment includes mortgage loans secured by apartment buildings.
Secured by non-farm, non-residential properties – This portfolio segment includes real estate loans secured by commercial and industrial properties, office or mixed-use facilities, strip shopping centers or other commercial property. These loans are generally guaranteed by the principals of the borrowing entity.
Other real estate loans – Other real estate loans are loans primarily for agricultural production, secured by mortgages on farmland.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Commercial and industrial loans and leases – This portfolio segment includes loans and leases to commercial customers for use in the normal course of business. These credits may be loans, lines of credit and leases to financially strong borrowers, secured by inventories, equipment or receivables, and are generally guaranteed by the principals of the borrowing entity.
Consumer loans – This portfolio segment includes a variety of secured and unsecured personal loans, including automobile loans, loans for household and personal purposes and all other direct consumer installment loans.
Branch retail – This portfolio segment includes loans secured by collateral purchased by consumers at retail stores with whom ALC has an established relationship through its branch network to provide financing for the retail products sold if applicable underwriting standards are met.
Indirect sales – This portfolio segment includes loans secured by collateral that is purchased by consumers at retail stores with whom ALC has an established, centrally-managed relationship to provide financing for the retail products sold if applicable underwriting standards are met.
As of December 31, 2019 and 2018, the composition of the loan portfolio by reporting segment and portfolio segment was as follows:
| December 31, 2019 | ||||||
|---|---|---|---|---|---|---|
| Bank | ALC | Total | ||||
| (Dollars in Thousands) | ||||||
| Real estate loans: | ||||||
| Construction, land development and other land loans | $ | 30,094 | $ | — | $ | 30,094 |
| Secured by 1-4 family residential properties | 98,971 | 5,566 | 104,537 | |||
| Secured by multi-family residential properties | 50,910 | — | 50,910 | |||
| Secured by non-farm, non-residential properties | 162,981 | — | 162,981 | |||
| Other | 726 | — | 726 | |||
| Commercial and industrial loans ^(1)^ | 90,957 | — | 90,957 | |||
| Consumer loans: | ||||||
| Consumer | 7,816 | 30,224 | 38,040 | |||
| Branch retail | — | 32,305 | 32,305 | |||
| Indirect sales | — | 45,503 | 45,503 | |||
| Total loans | 442,455 | 113,598 | 556,053 | |||
| Less: Unearned interest, fees and deferred cost | 262 | 4,786 | 5,048 | |||
| Allowance for loan losses | 3,483 | 2,279 | 5,762 | |||
| Net loans | $ | 438,710 | $ | 106,533 | $ | 545,243 |
| December 31, 2018 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Bank | ALC | Total | ||||
| (Dollars in Thousands) | ||||||
| Real estate loans: | ||||||
| Construction, land development and other land loans | $ | 41,340 | $ | — | $ | 41,340 |
| Secured by 1-4 family residential properties | 102,971 | 7,785 | 110,756 | |||
| Secured by multi-family residential properties | 23,009 | — | 23,009 | |||
| Secured by non-farm, non-residential properties | 156,162 | — | 156,162 | |||
| Other | 1,308 | — | 1,308 | |||
| Commercial and industrial loans ^(1)^ | 85,779 | — | 85,779 | |||
| Consumer loans: | ||||||
| Consumer | 6,927 | 31,656 | 38,583 | |||
| Branch retail | — | 28,324 | 28,324 | |||
| Indirect sales | — | 40,609 | 40,609 | |||
| Total loans | 417,496 | 108,374 | 525,870 | |||
| Less: Unearned interest, fees and deferred cost | 331 | 5,617 | 5,948 | |||
| Allowance for loan losses | 2,735 | 2,320 | 5,055 | |||
| Net loans | $ | 414,430 | $ | 100,437 | $ | 514,867 |
| ^(1)^ | Includes equipment financing leases. | |||||
| --- | --- |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company makes commercial, real estate and installment loans to its customers. Although the Company has a diversified loan portfolio, 62.8% and 63.2% of the portfolio was concentrated in loans secured by real estate as of December 31, 2019 and 2018, respectively.
Loans with a carrying value of $34.6 million and $27.0 million were pledged as collateral to secure FHLB borrowings as of December 31, 2019 and 2018, respectively.
Related Party Loans
In the ordinary course of business, the Bank makes loans to certain officers and directors of the Company, including companies with which they are associated. These loans are made on the same terms as those prevailing for comparable transactions with unrelated parties. Management believes that such loans do not represent more than a normal risk of collectability, nor do they present other unfavorable features. The aggregate balances of such related party loans and commitments as of December 31, 2019 and 2018 were $0.9 million and $0.8 million, respectively. During the year ended December 31, 2019, there were $0.1 million of new loans to these parties, and repayments by active related parties were $22 thousand. During the year ended December 31, 2018, there were $0.5 million of new loans to these parties, and repayments by active related parties were $0.2 million.
Acquired Loans
The Company acquired loans through the TPB acquisition completed on August 31, 2018. At acquisition, certain acquired loans evidenced deterioration of credit quality since origination and it was probable that all contractually-required payments would not be collected.
Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and non-accrual status, borrower credit scores and recent loan to value percentages. Purchased credit impaired (“PCI”) loans are accounted for under ASC Topic 310-30, Accounting for Purchased Loans with Deteriorated Credit Quality, and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date. On the date of completion of the acquisition, the outstanding principal balance and carrying value of PCI loans accounted for under ASC Topic 310-30 were $2.9 million and $2.8 million, respectively.
The carrying amount of PCI loans, which is included within loans on the balance sheet, is set forth in the table below as of December 31, 2019 and 2018:
| December 31, 2019 | December 31, 2018 | |||||
|---|---|---|---|---|---|---|
| (Dollars in<br><br><br>Thousands) | (Dollars in<br><br><br>Thousands) | |||||
| Real estate loans: | ||||||
| Construction, land development and other land loans | $ | — | $ | 75 | ||
| Secured by 1-4 family residential properties | 224 | 492 | ||||
| Outstanding balance | $ | 224 | $ | 567 | ||
| Fair value adjustment | (49 | ) | (70 | ) | ||
| Carrying amount, net of fair value adjustment | $ | 175 | $ | 497 |
During both of the years ended December 31, 2019 and 2018, the Company did not recognize any accretable yield, or income expected to be collected, associated with these loans. Additionally, the Company did not increase or reverse the allowance for loan losses related to the remaining PCI loans.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Allowance for Loan Losses
The following tables present changes in the allowance for loan losses during the years ended December 31, 2019 and 2018 and the related loan balances by loan portfolio segment and loan type as of December 31, 2019 and 2018:
| Bank | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, 2019 | |||||||||||||||||||||||||
| Construction,<br><br><br>Land | 1-4<br><br><br>Family | Real<br><br><br>Estate<br><br><br>Multi-<br><br><br>Family | Non-Farm<br><br><br>Non-<br><br><br>Residential | Other | Commercial | Consumer | Branch<br><br><br>Retail | Indirect<br><br><br>Sales | Total | ||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||
| Beginning balance | $ | 240 | $ | 322 | $ | 128 | $ | 831 | $ | 1 | $ | 1,138 | $ | 75 | $ | — | $ | — | $ | 2,735 | |||||
| Charge-offs | — | (63 | ) | — | — | — | — | (35 | ) | — | — | (98 | ) | ||||||||||||
| Recoveries | — | 22 | — | — | — | 3 | 33 | — | — | 58 | |||||||||||||||
| Provision | (44 | ) | 170 | 294 | 133 | — | 236 | (1 | ) | — | — | 788 | |||||||||||||
| Ending balance | $ | 196 | $ | 451 | $ | 422 | $ | 964 | $ | 1 | $ | 1,377 | $ | 72 | $ | — | $ | — | $ | 3,483 | |||||
| Ending balance of allowance<br><br><br>attributable to loans: | |||||||||||||||||||||||||
| Individually evaluated for<br><br><br>impairment | $ | — | $ | 14 | $ | — | $ | — | $ | — | $ | 206 | $ | 7 | $ | — | $ | — | $ | 227 | |||||
| Collectively evaluated for<br><br><br>impairment | 196 | 437 | 422 | 964 | 1 | 1,171 | 65 | — | — | 3,256 | |||||||||||||||
| Loans acquired with deteriorated<br><br><br>credit quality | — | — | — | — | — | — | — | — | — | — | |||||||||||||||
| Total allowance for loan losses | $ | 196 | $ | 451 | $ | 422 | $ | 964 | $ | 1 | $ | 1,377 | $ | 72 | $ | — | $ | — | $ | 3,483 | |||||
| Ending balance of loans<br><br><br>receivable: | |||||||||||||||||||||||||
| Individually evaluated for<br><br><br>impairment | $ | — | $ | 701 | $ | — | $ | 1,877 | $ | — | $ | 206 | $ | 29 | $ | — | $ | — | $ | 2,813 | |||||
| Collectively evaluated for<br><br><br>impairment | 30,094 | 98,095 | 50,910 | 161,104 | 726 | 90,751 | 7,787 | — | — | 439,467 | |||||||||||||||
| Loans acquired with deteriorated<br><br><br>credit quality | — | 175 | — | — | — | — | — | — | — | 175 | |||||||||||||||
| Total loans receivable | $ | 30,094 | $ | 98,971 | $ | 50,910 | $ | 162,981 | $ | 726 | $ | 90,957 | $ | 7,816 | $ | — | $ | — | $ | 442,455 | |||||
| ALC | |||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year Ended December 31, 2019 | |||||||||||||||||||||||||
| Construction,<br><br><br>Land | 1-4<br><br><br>Family | Real<br><br><br>Estate<br><br><br>Multi-<br><br><br>Family | Non-Farm<br><br><br>Non-<br><br><br>Residential | Other | Commercial | Consumer | Branch<br><br><br>Retail | Indirect<br><br><br>Sales | Total | ||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||
| Beginning balance | $ | — | $ | 24 | $ | — | $ | — | $ | — | $ | — | $ | 1,724 | $ | 427 | $ | 145 | $ | 2,320 | |||||
| Charge-offs | — | (38 | ) | — | — | — | — | (1,965 | ) | (425 | ) | (301 | ) | (2,729 | ) | ||||||||||
| Recoveries | — | 25 | — | — | — | — | 615 | 116 | 6 | 762 | |||||||||||||||
| Provision | — | 4 | — | — | — | — | 1,179 | 277 | 466 | 1,926 | |||||||||||||||
| Ending balance | $ | — | $ | 15 | $ | — | $ | — | $ | — | $ | — | $ | 1,553 | $ | 395 | $ | 316 | $ | 2,279 | |||||
| Ending balance of allowance<br><br><br>attributable to loans: | |||||||||||||||||||||||||
| Individually evaluated for<br><br><br>impairment | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||
| Collectively evaluated for<br><br><br>impairment | — | 15 | — | — | — | — | 1,553 | 395 | 316 | 2,279 | |||||||||||||||
| Total allowance for loan losses | $ | — | $ | 15 | $ | — | $ | — | $ | — | $ | — | $ | 1,553 | $ | 395 | $ | 316 | $ | 2,279 | |||||
| Ending balance of loans<br><br><br>receivable: | |||||||||||||||||||||||||
| Individually evaluated for<br><br><br>impairment | $ | — | $ | 129 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 129 | |||||
| Collectively evaluated for<br><br><br>impairment | — | 5,437 | — | — | — | — | 30,224 | 32,305 | 45,503 | 113,469 | |||||||||||||||
| Total loans receivable | $ | — | $ | 5,566 | $ | — | $ | — | $ | — | $ | — | $ | 30,224 | $ | 32,305 | $ | 45,503 | $ | 113,598 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| Bank and ALC | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, 2019 | ||||||||||||||||||||||||||
| Construction,<br><br><br>Land | 1-4<br><br><br>Family | Real<br><br><br>Estate<br><br><br>Multi-<br><br><br>Family | Non-Farm<br><br><br>Non-<br><br><br>Residential | Other | Commercial | Consumer | Branch<br><br><br>Retail | Indirect<br><br><br>Sales | Total | |||||||||||||||||
| (Dollars in Thousands) | ||||||||||||||||||||||||||
| Allowance for loan losses: | ||||||||||||||||||||||||||
| Beginning balance | $ | 240 | $ | 346 | $ | 128 | $ | 831 | $ | 1 | $ | 1,138 | $ | 1,799 | $ | 427 | $ | 145 | $ | 5,055 | ||||||
| Charge-offs | — | (101 | ) | — | — | — | — | (2,000 | ) | (425 | ) | (301 | ) | (2,827 | ) | |||||||||||
| Recoveries | — | 47 | — | — | — | 3 | 648 | 116 | 6 | 820 | ||||||||||||||||
| Provision | (44 | ) | 174 | 294 | 133 | — | 236 | 1,178 | 277 | 466 | 2,714 | |||||||||||||||
| Ending balance | $ | 196 | $ | 466 | $ | 422 | $ | 964 | $ | 1 | $ | 1,377 | $ | 1,625 | $ | 395 | $ | 316 | $ | 5,762 | ||||||
| Ending balance of allowance<br><br><br>attributable to loans: | ||||||||||||||||||||||||||
| Individually evaluated for<br><br><br>impairment | $ | — | $ | 14 | $ | — | $ | — | $ | — | $ | 206 | $ | 7 | $ | — | $ | — | $ | 227 | ||||||
| Collectively evaluated for<br><br><br>impairment | 196 | 452 | 422 | 964 | 1 | 1,171 | 1,618 | 395 | 316 | 5,535 | ||||||||||||||||
| Loans acquired with deteriorated<br><br><br>credit quality | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||
| Total allowance for loan losses | $ | 196 | $ | 466 | $ | 422 | $ | 964 | $ | 1 | $ | 1,377 | $ | 1,625 | $ | 395 | $ | 316 | $ | 5,762 | ||||||
| Ending balance of loans<br><br><br>receivable: | ||||||||||||||||||||||||||
| Individually evaluated for<br><br><br>impairment | $ | — | $ | 830 | $ | — | $ | 1,877 | $ | — | $ | 206 | $ | 29 | $ | — | $ | — | $ | 2,942 | ||||||
| Collectively evaluated for<br><br><br>impairment | 30,094 | 103,532 | 50,910 | 161,104 | 726 | 90,751 | 38,011 | 32,305 | 45,503 | 552,936 | ||||||||||||||||
| Loans acquired with deteriorated<br><br><br>credit quality | — | 175 | — | — | — | — | — | — | — | 175 | ||||||||||||||||
| Total loans receivable | $ | 30,094 | $ | 104,537 | $ | 50,910 | $ | 162,981 | $ | 726 | $ | 90,957 | $ | 38,040 | $ | 32,305 | $ | 45,503 | $ | 556,053 | ||||||
| Bank | ||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Year Ended December 31, 2018 | ||||||||||||||||||||||||||
| Construction,<br><br><br>Land | 1-4<br><br><br>Family | Real<br><br><br>Estate<br><br><br>Multi-<br><br><br>Family | Non-Farm<br><br><br>Non-<br><br><br>Residential | Other | Commercial | Consumer | Branch<br><br><br>Retail | Indirect<br><br><br>Sales | Total | |||||||||||||||||
| (Dollars in Thousands) | ||||||||||||||||||||||||||
| Allowance for loan losses: | ||||||||||||||||||||||||||
| Beginning balance | $ | 203 | $ | 238 | $ | 116 | $ | 777 | $ | 2 | $ | 1,049 | $ | 62 | $ | — | $ | — | $ | 2,447 | ||||||
| Charge-offs | — | (9 | ) | — | — | — | (3 | ) | (4 | ) | — | — | (16 | ) | ||||||||||||
| Recoveries | — | 51 | — | 4 | — | 11 | 23 | — | — | 89 | ||||||||||||||||
| Provision | 37 | 42 | 12 | 50 | (1 | ) | 81 | (6 | ) | — | — | 215 | ||||||||||||||
| Ending balance | $ | 240 | $ | 322 | $ | 128 | $ | 831 | $ | 1 | $ | 1,138 | $ | 75 | $ | — | $ | — | $ | 2,735 | ||||||
| Ending balance of allowance<br><br><br>attributable to loans: | ||||||||||||||||||||||||||
| Individually evaluated for<br><br><br>impairment | $ | 28 | $ | 50 | $ | — | $ | 1 | $ | — | $ | 67 | $ | 20 | $ | — | $ | — | $ | 166 | ||||||
| Collectively evaluated for<br><br><br>impairment | 212 | 272 | 128 | 830 | 1 | 1,071 | 55 | — | — | 2,569 | ||||||||||||||||
| Loans acquired with deteriorated<br><br><br>credit quality | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||
| Total allowance for loan losses | $ | 240 | $ | 322 | $ | 128 | $ | 831 | $ | 1 | $ | 1,138 | $ | 75 | $ | — | $ | — | $ | 2,735 | ||||||
| Ending balance of loans<br><br><br>receivable: | ||||||||||||||||||||||||||
| Individually evaluated for<br><br><br>impairment | $ | 153 | $ | 57 | $ | — | $ | 511 | $ | — | $ | 67 | $ | 43 | $ | — | $ | — | $ | 831 | ||||||
| Collectively evaluated for<br><br><br>impairment | 41,114 | 102,490 | 23,009 | 155,651 | 1,308 | 85,712 | 6,884 | — | — | 416,168 | ||||||||||||||||
| Loans acquired with deteriorated<br><br><br>credit quality | 73 | 424 | — | — | — | — | — | — | — | 497 | ||||||||||||||||
| Total loans receivable | $ | 41,340 | $ | 102,971 | $ | 23,009 | $ | 156,162 | $ | 1,308 | $ | 85,779 | $ | 6,927 | $ | — | $ | — | $ | 417,496 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| ALC | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, 2018 | |||||||||||||||||||||||||||
| Construction,<br><br><br>Land | 1-4<br><br><br>Family | Real<br><br><br>Estate<br><br><br>Multi-<br><br><br>Family | Non-Farm<br><br><br>Non-<br><br><br>Residential | Other | Commercial | Consumer | Branch<br><br><br>Retail | Indirect<br><br><br>Sales | Total | ||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||
| Beginning balance | $ | — | $ | 52 | $ | — | $ | — | $ | — | $ | — | $ | 1,653 | $ | 393 | $ | 229 | $ | 2,327 | |||||||
| Charge-offs | — | (92 | ) | — | — | — | — | (2,478 | ) | (415 | ) | (116 | ) | (3,101 | ) | ||||||||||||
| Recoveries | — | 23 | — | — | — | — | 545 | 113 | 6 | 687 | |||||||||||||||||
| Provision | — | 41 | — | — | — | — | 2,004 | 336 | 26 | 2,407 | |||||||||||||||||
| Ending balance | $ | — | $ | 24 | $ | — | $ | — | $ | — | $ | — | $ | 1,724 | $ | 427 | $ | 145 | $ | 2,320 | |||||||
| Ending balance of allowance<br><br><br>attributable to loans: | |||||||||||||||||||||||||||
| Individually evaluated for<br><br><br>impairment | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||
| Collectively evaluated for<br><br><br>impairment | — | 24 | — | — | — | — | 1,724 | 427 | 145 | 2,320 | |||||||||||||||||
| Total allowance for loan losses | $ | — | $ | 24 | $ | — | $ | — | $ | — | $ | — | $ | 1,724 | $ | 427 | $ | 145 | $ | 2,320 | |||||||
| Ending balance of loans<br><br><br>receivable: | |||||||||||||||||||||||||||
| Individually evaluated for<br><br><br>impairment | $ | — | $ | 211 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 211 | |||||||
| Collectively evaluated for<br><br><br>impairment | — | 7,574 | — | — | — | — | 31,656 | 28,324 | 40,609 | 108,163 | |||||||||||||||||
| Total loans receivable | $ | — | $ | 7,785 | $ | — | $ | — | $ | — | $ | — | $ | 31,656 | $ | 28,324 | $ | 40,609 | $ | 108,374 | |||||||
| Bank and ALC | |||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year Ended December 31, 2018 | |||||||||||||||||||||||||||
| Construction,<br><br><br>Land | 1-4<br><br><br>Family | Real<br><br><br>Estate<br><br><br>Multi-<br><br><br>Family | Non-Farm<br><br><br>Non-<br><br><br>Residential | Other | Commercial | Consumer | Branch<br><br><br>Retail | Indirect<br><br><br>Sales | Total | ||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||
| Allowance for loan losses: | |||||||||||||||||||||||||||
| Beginning balance | $ | 203 | $ | 290 | $ | 116 | $ | 777 | $ | 2 | $ | 1,049 | $ | 1,715 | $ | 393 | $ | 229 | $ | 4,774 | |||||||
| Charge-offs | — | (101 | ) | — | — | — | (3 | ) | (2,482 | ) | (415 | ) | (116 | ) | (3,117 | ) | |||||||||||
| Recoveries | — | 74 | — | 4 | — | 11 | 568 | 113 | 6 | 776 | |||||||||||||||||
| Provision | 37 | 83 | 12 | 50 | (1 | ) | 81 | 1,998 | 336 | 26 | 2,622 | ||||||||||||||||
| Ending balance | $ | 240 | $ | 346 | $ | 128 | $ | 831 | $ | 1 | $ | 1,138 | $ | 1,799 | $ | 427 | $ | 145 | $ | 5,055 | |||||||
| Ending balance of allowance<br><br><br>attributable to loans: | |||||||||||||||||||||||||||
| Individually evaluated for<br><br><br>impairment | $ | 28 | $ | 50 | $ | — | $ | 1 | $ | — | $ | 67 | $ | 20 | $ | — | $ | — | $ | 166 | |||||||
| Collectively evaluated for<br><br><br>impairment | 212 | 296 | 128 | 830 | 1 | 1,071 | 1,779 | 427 | 145 | 4,889 | |||||||||||||||||
| Loans acquired with deteriorated<br><br><br>credit quality | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||
| Total allowance for loan losses | $ | 240 | $ | 346 | $ | 128 | $ | 831 | $ | 1 | $ | 1,138 | $ | 1,799 | $ | 427 | $ | 145 | $ | 5,055 | |||||||
| Ending balance of loans<br><br><br>receivable: | |||||||||||||||||||||||||||
| Individually evaluated for<br><br><br>impairment | $ | 153 | $ | 268 | $ | — | $ | 511 | $ | — | $ | 67 | $ | 43 | $ | — | $ | — | $ | 1,042 | |||||||
| Collectively evaluated for<br><br><br>impairment | 41,114 | 110,064 | 23,009 | 155,651 | 1,308 | 85,712 | 38,540 | 28,324 | 40,609 | 524,331 | |||||||||||||||||
| Loans acquired with deteriorated<br><br><br>credit quality | 73 | 424 | — | — | — | — | — | — | — | 497 | |||||||||||||||||
| Total loans receivable | $ | 41,340 | $ | 110,756 | $ | 23,009 | $ | 156,162 | $ | 1,308 | $ | 85,779 | $ | 38,583 | $ | 28,324 | $ | 40,609 | $ | 525,870 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Credit Quality Indicators
The Bank utilizes a credit grading system that provides a uniform framework for establishing and monitoring credit risk in the loan portfolio. Under this system, each loan is graded based on pre-determined risk metrics and categorized into one of nine risk grades. These risk grades can be summarized into categories described as pass, special mention, substandard, doubtful and loss, as described in further detail below.
| • | Pass (Risk Grades 1-5): Loans in this category include obligations in which the probability of default is considered low. |
|---|---|
| • | Special Mention (Risk Grade 6): Loans in this category exhibit potential credit weaknesses or downward trends deserving Bank management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification. Although a special mention asset has a higher probability of default than pass-rated categories, its default is not imminent. |
| --- | --- |
| • | Substandard (Risk Grade 7): Loans in this category have defined weaknesses that jeopardize the orderly liquidation of debt. A substandard loan is inadequately protected by the current worth and paying capacity of the obligor or by the collateral pledged, if any. Normal repayment from the borrower is in jeopardy, although no loss of principal is envisioned. There is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified as substandard. |
| --- | --- |
| • | Doubtful (Risk Grade 8): Loans classified as doubtful have all of the weaknesses found in substandard loans, with the added characteristic that the weaknesses make collection of debt in full, based on currently existing facts, conditions and values, highly questionable or improbable. Serious problems exist such that partial loss of principal is likely; however, because of certain important, reasonably specific pending factors that may work to strengthen the assets, the loans’ classification as estimated losses is deferred until a more exact status may be determined. Such pending factors may include proposed merger, acquisition or liquidation procedures, capital injection, perfection of liens on additional collateral and refinancing plans. Loans classified as doubtful may include loans to borrowers that have demonstrated a history of failing to live up to agreements. The Bank did not have any loans classified as Doubtful (Risk Grade 8) as of December 31, 2019 or 2018. |
| --- | --- |
| • | Loss (Risk Grade 9): Loans are classified in this category when borrowers are deemed incapable of repayment of unsecured debt. Loans to such borrowers are considered uncollectable and of such little value that continuance as active assets of the Bank is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not prudent to defer writing off these assets, even though partial recovery may be realized in the future. The Bank did not have any loans classified as Loss (Risk Grade 9) as of December 31, 2019 or 2018. |
| --- | --- |
At ALC, because the loan portfolio is more uniform in nature, each loan is categorized into one of two risk grades, depending on whether the loan is considered to be performing or nonperforming. Performing loans are loans that are paying principal and interest in accordance with a contractual agreement. Nonperforming loans are loans that have demonstrated characteristics that indicate a probability of loss.
The tables below illustrate the carrying amount of loans by credit quality indicator as of December 31, 2019:
| Bank | ||||||||
|---|---|---|---|---|---|---|---|---|
| Pass<br><br><br>1-5 | Special<br><br><br>Mention<br><br><br>6 | Substandard<br><br><br>7 | Total | |||||
| (Dollars in Thousands) | ||||||||
| Loans secured by real estate: | ||||||||
| Construction, land development and other land loans | $ | 29,740 | $ | 354 | $ | — | $ | 30,094 |
| Secured by 1-4 family residential properties | 96,277 | 505 | 2,189 | 98,971 | ||||
| Secured by multi-family residential properties | 50,910 | — | — | 50,910 | ||||
| Secured by non-farm, non-residential properties | 157,718 | 2,961 | 2,302 | 162,981 | ||||
| Other | 726 | — | — | 726 | ||||
| Commercial and industrial loans | 88,463 | 714 | 1,780 | 90,957 | ||||
| Consumer loans | 7,781 | — | 35 | 7,816 | ||||
| Total | $ | 431,615 | $ | 4,534 | $ | 6,306 | $ | 442,455 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The above amounts include purchased credit impaired loans. As of December 31, 2019, $0.2 million of purchased credit impaired loans were rated “Substandard.”
| ALC | ||||||
|---|---|---|---|---|---|---|
| Performing | Nonperforming | Total | ||||
| (Dollars in Thousands) | ||||||
| Loans secured by real estate: | ||||||
| Secured by 1-4 family residential properties | $ | 5,394 | $ | 172 | $ | 5,566 |
| Consumer loans: | ||||||
| Consumer | 29,693 | 531 | 30,224 | |||
| Branch retail | 32,024 | 281 | 32,305 | |||
| Indirect sales | 45,503 | — | 45,503 | |||
| Total | $ | 112,614 | $ | 984 | $ | 113,598 |
The tables below illustrate the carrying amount of loans by credit quality indicator as of December 31, 2018:
| Bank | ||||||||
|---|---|---|---|---|---|---|---|---|
| Pass<br><br><br>1-5 | Special<br><br><br>Mention<br><br><br>6 | Substandard<br><br><br>7 | Total | |||||
| (Dollars in Thousands) | ||||||||
| Loans secured by real estate: | ||||||||
| Construction, land development and other land loans | $ | 40,200 | $ | 914 | $ | 226 | $ | 41,340 |
| Secured by 1-4 family residential properties | 100,485 | 154 | 2,332 | 102,971 | ||||
| Secured by multi-family residential properties | 23,009 | — | — | 23,009 | ||||
| Secured by non-farm, non-residential properties | 153,077 | 1,996 | 1,089 | 156,162 | ||||
| Other | 1,308 | — | — | 1,308 | ||||
| Commercial and industrial loans | 83,261 | 1,977 | 541 | 85,779 | ||||
| Consumer loans | 6,848 | — | 79 | 6,927 | ||||
| Total | $ | 408,188 | $ | 5,041 | $ | 4,267 | $ | 417,496 |
The above amounts include purchased credit impaired loans. As of December 31, 2018, $0.5 million of purchased credit impaired loans were rated “Substandard.”
| ALC | ||||||
|---|---|---|---|---|---|---|
| Performing | Nonperforming | Total | ||||
| (Dollars in Thousands) | ||||||
| Loans secured by real estate: | ||||||
| Secured by 1-4 family residential properties | $ | 7,657 | $ | 128 | $ | 7,785 |
| Consumer loans: | ||||||
| Consumer | 30,826 | 830 | 31,656 | |||
| Branch retail | 28,171 | 153 | 28,324 | |||
| Indirect sales | 40,491 | 118 | 40,609 | |||
| Total | $ | 107,145 | $ | 1,229 | $ | 108,374 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following tables provide an aging analysis of past due loans by class as of December 31, 2019:
| Bank | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, 2019 | ||||||||||||||
| 30-59<br><br><br>Days<br><br><br>Past<br><br><br>Due | 60-89<br><br><br>Days<br><br><br>Past<br><br><br>Due | 90<br><br><br>Days<br><br><br>Or<br><br><br>Greater | Total<br><br><br>Past<br><br><br>Due | Current | Total<br><br><br>Loans | Recorded<br><br><br>Investment ><br><br><br>90 Days<br><br><br>And<br><br><br>Accruing | ||||||||
| (Dollars in Thousands) | ||||||||||||||
| Loans secured by real estate: | ||||||||||||||
| Construction, land development and other<br><br><br>land loans | $ | — | $ | — | $ | — | $ | — | $ | 30,094 | $ | 30,094 | $ | — |
| Secured by 1-4 family residential<br><br><br>properties | 194 | 83 | 672 | 949 | 98,022 | 98,971 | — | |||||||
| Secured by multi-family residential<br><br><br>properties | — | — | — | — | 50,910 | 50,910 | — | |||||||
| Secured by non-farm, non-residential<br><br><br>properties | 30 | — | 1,419 | 1,449 | 161,532 | 162,981 | — | |||||||
| Other | — | — | — | — | 726 | 726 | — | |||||||
| Commercial and industrial loans | 56 | — | — | 56 | 90,901 | 90,957 | — | |||||||
| Consumer loans | 12 | 4 | — | 16 | 7,800 | 7,816 | — | |||||||
| Total | $ | 292 | $ | 87 | $ | 2,091 | $ | 2,470 | $ | 439,985 | $ | 442,455 | $ | — |
The above amounts include purchased credit impaired loans. As of December 31, 2019, $0.2 million were 60-89 days past due.
| ALC | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, 2019 | ||||||||||||||
| 30-59<br><br><br>Days<br><br><br>Past<br><br><br>Due | 60-89<br><br><br>Days<br><br><br>Past<br><br><br>Due | 90<br><br><br>Days<br><br><br>Or<br><br><br>Greater | Total<br><br><br>Past<br><br><br>Due | Current | Total<br><br><br>Loans | Recorded<br><br><br>Investment ><br><br><br>90 Days<br><br><br>And<br><br><br>Accruing | ||||||||
| (Dollars in Thousands) | ||||||||||||||
| Loans secured by real estate: | ||||||||||||||
| Construction, land development and other<br><br><br>land loans | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — |
| Secured by 1-4 family residential<br><br><br>properties | 65 | 25 | 172 | 262 | 5,304 | 5,566 | — | |||||||
| Secured by multi-family residential<br><br><br>properties | — | — | — | — | — | — | — | |||||||
| Secured by non-farm, non-residential<br><br><br>properties | — | — | — | — | — | — | — | |||||||
| Other | — | — | — | — | — | — | — | |||||||
| Commercial and industrial loans | — | — | — | — | — | — | — | |||||||
| Consumer loans: | — | — | ||||||||||||
| Consumer | 375 | 283 | 531 | 1,189 | 29,035 | 30,224 | — | |||||||
| Branch retail | 444 | 189 | 281 | 914 | 31,391 | 32,305 | ||||||||
| Indirect sales | 132 | — | — | 132 | 45,371 | 45,503 | — | |||||||
| Total | $ | 1,016 | $ | 497 | $ | 984 | $ | 2,497 | $ | 111,101 | $ | 113,598 | $ | — |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following tables provide an aging analysis of past due loans by class as of December 31, 2018:
| Bank | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, 2018 | ||||||||||||||
| 30-59<br><br><br>Days<br><br><br>Past<br><br><br>Due | 60-89<br><br><br>Days<br><br><br>Past<br><br><br>Due | 90<br><br><br>Days<br><br><br>Or<br><br><br>Greater | Total<br><br><br>Past<br><br><br>Due | Current | Total<br><br><br>Loans | Recorded<br><br><br>Investment ><br><br><br>90 Days<br><br><br>And<br><br><br>Accruing | ||||||||
| (Dollars in Thousands) | ||||||||||||||
| Loans secured by real estate: | ||||||||||||||
| Construction, land development and other<br><br><br>land loans | $ | 415 | $ | 582 | $ | 74 | $ | 1,071 | $ | 40,269 | $ | 41,340 | $ | — |
| Secured by 1-4 family residential<br><br><br>properties | 991 | 36 | 539 | 1,566 | 101,405 | 102,971 | — | |||||||
| Secured by multi-family residential<br><br><br>properties | — | — | — | — | 23,009 | 23,009 | — | |||||||
| Secured by non-farm, non-residential<br><br><br>properties | 458 | 13 | — | 471 | 155,691 | 156,162 | — | |||||||
| Other | — | — | — | — | 1,308 | 1,308 | — | |||||||
| Commercial and industrial loans | 2,608 | 30 | 384 | 3,022 | 82,757 | 85,779 | — | |||||||
| Consumer loans | 80 | — | 4 | 84 | 6,843 | 6,927 | — | |||||||
| Total | $ | 4,552 | $ | 661 | $ | 1,001 | $ | 6,214 | $ | 411,282 | $ | 417,496 | $ | — |
The above amounts include purchased credit impaired loans. As of December 31, 2018, $0.3 million were 90 or more days past due.
| ALC | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, 2018 | ||||||||||||||
| 30-59<br><br><br>Days<br><br><br>Past<br><br><br>Due | 60-89<br><br><br>Days<br><br><br>Past<br><br><br>Due | 90<br><br><br>Days<br><br><br>Or<br><br><br>Greater | Total<br><br><br>Past<br><br><br>Due | Current | Total<br><br><br>Loans | Recorded<br><br><br>Investment ><br><br><br>90 Days<br><br><br>And<br><br><br>Accruing | ||||||||
| (Dollars in Thousands) | ||||||||||||||
| Loans secured by real estate: | ||||||||||||||
| Construction, land development and other<br><br><br>land loans | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — |
| Secured by 1-4 family residential<br><br><br>properties | 60 | 65 | 128 | 253 | 7,532 | 7,785 | — | |||||||
| Secured by multi-family residential<br><br><br>properties | — | — | — | — | — | — | — | |||||||
| Secured by non-farm, non-residential<br><br><br>properties | — | — | — | — | — | — | — | |||||||
| Other | — | — | — | — | — | — | — | |||||||
| Commercial and industrial loans | — | — | — | — | — | — | — | |||||||
| Consumer loans: | ||||||||||||||
| Consumer | 563 | 354 | 830 | 1,747 | 29,909 | 31,656 | — | |||||||
| Branch retail | 164 | 98 | 153 | 415 | 27,909 | 28,324 | ||||||||
| Indirect sales | 184 | 79 | 118 | 381 | 40,228 | 40,609 | — | |||||||
| Total | $ | 971 | $ | 596 | $ | 1,229 | $ | 2,796 | $ | 105,578 | $ | 108,374 | $ | — |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table provides an analysis of non-accruing loans by class as of December 31, 2019 and 2018:
| Loans on Non-<br><br><br>Accrual Status | ||||
|---|---|---|---|---|
| December 31,<br><br><br>2019 | December 31,<br><br><br>2018 | |||
| (Dollars in Thousands) | ||||
| Loans secured by real estate: | ||||
| Construction, land development and other<br><br><br>land loans | $ | — | $ | 73 |
| Secured by 1-4 family residential properties | 1,423 | 1,097 | ||
| Secured by multi-family residential<br><br><br>properties | — | — | ||
| Secured by non-farm, non-residential<br><br><br>properties | 1,426 | 14 | ||
| Other | 8 | — | ||
| Commercial and industrial loans | 27 | 424 | ||
| Consumer loans: | ||||
| Consumer | 558 | 879 | ||
| Branch retail | 281 | 153 | ||
| Indirect sales | — | 119 | ||
| Total loans | $ | 3,723 | $ | 2,759 |
As of December 31, 2019 and 2018, purchased credit impaired loans comprised $0.2 million and $0.5 million of non-accrual loans, respectively.
Impaired Loans
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the related loan agreement. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the liquidation of the collateral at the Bank. All loans of $0.5 million or more that have a credit quality risk grade of seven or above are identified for impairment analysis. At management’s discretion, additional loans may be impaired based on homogeneous factors such as changes in the nature and volume of the portfolio, portfolio quality, adequacy of the underlying collateral value, loan concentrations, historical charge-off trends and economic conditions that may affect the borrower’s ability to pay. At ALC, all loans of $50 thousand or more that are 90 days or more past due are identified for impairment analysis. As of December 31, 2019 and 2018, there were $0.1 million and $0.2 million, respectively, of impaired loans with no related allowance recorded at ALC. Impaired loans, or portions thereof, are charged off when deemed uncollectable.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
As of December 31, 2019, the carrying amount of impaired loans at the Bank and ALC consisted of the following:
| December 31, 2019 | ||||||
|---|---|---|---|---|---|---|
| Carrying<br><br><br>Amount | Unpaid<br><br><br>Principal<br><br><br>Balance | Related<br><br><br>Allowances | ||||
| Impaired loans with no related allowance recorded | (Dollars in Thousands) | |||||
| Loans secured by real estate | ||||||
| Construction, land development and other land loans | $ | — | $ | — | $ | — |
| Secured by 1-4 family residential properties | 984 | 984 | — | |||
| Secured by multi-family residential properties | — | — | — | |||
| Secured by non-farm, non-residential properties | 1,877 | 1,877 | — | |||
| Commercial and industrial | — | — | — | |||
| Consumer | — | — | — | |||
| Total loans with no related allowance recorded | $ | 2,861 | $ | 2,861 | $ | — |
| Impaired loans with an allowance recorded | ||||||
| Loans secured by real estate | ||||||
| Construction, land development and other land loans | $ | — | $ | — | $ | — |
| Secured by 1-4 family residential properties | 21 | 21 | 14 | |||
| Secured by multi-family residential properties | — | — | — | |||
| Secured by non-farm, non-residential properties | — | — | — | |||
| Commercial and industrial | 206 | 206 | 206 | |||
| Consumer | 29 | 29 | 7 | |||
| Total loans with an allowance recorded | $ | 256 | $ | 256 | $ | 227 |
| Total impaired loans | ||||||
| Loans secured by real estate | ||||||
| Construction, land development and other land loans | $ | — | $ | — | $ | — |
| Secured by 1-4 family residential properties | 1,005 | 1,005 | 14 | |||
| Secured by multi-family residential properties | — | — | — | |||
| Secured by non-farm, non-residential properties | 1,877 | 1,877 | — | |||
| Commercial and industrial | 206 | 206 | 206 | |||
| Consumer | 29 | 29 | 7 | |||
| Total impaired loans | $ | 3,117 | $ | 3,117 | $ | 227 |
The above amounts include purchased credit impaired loans. As of December 31, 2019, purchased credit impaired loans comprised $0.2 million of impaired loans without a related allowance recorded.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
As of December 31, 2018, the carrying amount of impaired loans at the Bank and ALC consisted of the following:
| December 31, 2018 | ||||||
|---|---|---|---|---|---|---|
| Carrying<br><br><br>Amount | Unpaid<br><br><br>Principal<br><br><br>Balance | Related<br><br><br>Allowances | ||||
| Impaired loans with no related allowance recorded | (Dollars in Thousands) | |||||
| Loans secured by real estate | ||||||
| Construction, land development and other land loans | $ | 73 | $ | 73 | $ | — |
| Secured by 1-4 family residential properties | 635 | 635 | — | |||
| Secured by multi-family residential properties | — | — | — | |||
| Secured by non-farm, non-residential properties | — | — | — | |||
| Commercial and industrial | — | — | — | |||
| Consumer | — | — | — | |||
| Total loans with no related allowance recorded | $ | 708 | $ | 708 | $ | — |
| Impaired loans with an allowance recorded | ||||||
| Loans secured by real estate | ||||||
| Construction, land development and other land loans | $ | 153 | $ | 153 | $ | 28 |
| Secured by 1-4 family residential properties | 57 | 57 | 50 | |||
| Secured by multi-family residential properties | — | — | — | |||
| Secured by non-farm, non-residential properties | 511 | 511 | 1 | |||
| Commercial and industrial | 67 | 67 | 67 | |||
| Consumer | 43 | 43 | 20 | |||
| Total loans with an allowance recorded | $ | 831 | $ | 831 | $ | 166 |
| Total impaired loans | ||||||
| Loans secured by real estate | ||||||
| Construction, land development and other land loans | $ | 226 | $ | 226 | $ | 28 |
| Secured by 1-4 family residential properties | 692 | 692 | 50 | |||
| Secured by multi-family residential properties | — | — | — | |||
| Secured by non-farm, non-residential properties | 511 | 511 | 1 | |||
| Commercial and industrial | 67 | 67 | 67 | |||
| Consumer | 43 | 43 | 20 | |||
| Total impaired loans | $ | 1,539 | $ | 1,539 | $ | 166 |
The above amounts include purchased credit impaired loans. As of December 31, 2018, purchased credit impaired loans comprised $0.5 million of impaired loans without a related allowance recorded.
The average net investment in impaired loans and interest income recognized and received on impaired loans during the years ended December 31, 2019 and 2018 was as follows:
| December 31, 2019 | ||||||
|---|---|---|---|---|---|---|
| Average<br><br><br>Recorded<br><br><br>Investment | Interest<br><br><br>Income<br><br><br>Recognized | Interest<br><br><br>Income<br><br><br>Received | ||||
| (Dollars in Thousands) | ||||||
| Loans secured by real estate | ||||||
| Construction, land development and other land loans | $ | 181 | $ | — | $ | — |
| Secured by 1-4 family residential properties | 1,021 | 48 | 48 | |||
| Secured by multi-family residential properties | — | — | — | |||
| Secured by non-farm, non-residential properties | 645 | 29 | 29 | |||
| Other | — | — | — | |||
| Commercial and industrial | 991 | 7 | 7 | |||
| Consumer | 38 | 2 | 2 | |||
| Total | $ | 2,876 | $ | 86 | $ | 86 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| December 31, 2018 | ||||||
|---|---|---|---|---|---|---|
| Average<br><br><br>Recorded<br><br><br>Investment | Interest<br><br><br>Income<br><br><br>Recognized | Interest<br><br><br>Income<br><br><br>Received | ||||
| (Dollars in Thousands) | ||||||
| Loans secured by real estate | ||||||
| Construction, land development and other land loans | $ | 70 | $ | 8 | $ | 8 |
| Secured by 1-4 family residential properties | 794 | 16 | 16 | |||
| Secured by multi-family residential properties | — | — | — | |||
| Secured by non-farm, non-residential properties | 523 | 34 | 35 | |||
| Other | 1 | — | — | |||
| Commercial and industrial | 57 | 4 | 5 | |||
| Consumer | 15 | 3 | 3 | |||
| Total | $ | 1,460 | $ | 65 | $ | 67 |
Loans on which the accrual of interest has been discontinued amounted to $3.7 million and $2.8 million as of December 31, 2019 and 2018, respectively. If interest on those loans had been accrued, there would have been $41 thousand and $44 thousand of interest accrued for the years ended December 31, 2019 and 2018, respectively. Interest income related to these loans for the years ended December 31, 2019 and 2018 was $147 thousand and $27 thousand, respectively.
Troubled Debt Restructurings
Troubled debt restructurings include loans with respect to which concessions have been granted to borrowers that generally would not have otherwise been considered had the borrowers not been experiencing financial difficulty. The concessions granted may include payment schedule modifications, interest rate reductions, maturity date extensions, modifications of note structure, principal balance reductions or some combination of these concessions. There were no loans modified with concessions granted during the years ended December 31, 2019 or 2018. Restructured loans may involve loans remaining on non-accrual, moving to non-accrual or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Non-accrual restructured loans are included with all other non-accrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings. Generally, restructured loans remain on non-accrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on non-accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, then the loan remains on non-accrual. As of December 31, 2019 and 2018, the Company had $16 thousand and $65 thousand, respectively, of non-accruing loans that were previously restructured and that remained on non-accrual status. For both of the years ended December 31, 2019 and 2018, the Company had no loans that were restored to accrual status based on a sustained period of repayment performance.
The following table provides, as of December 31, 2019 and 2018, the number of loans remaining in each loan category that the Bank had previously modified in a troubled debt restructuring, as well as the pre- and post-modification principal balance as of each date.
| December 31, 2019 | December 31, 2018 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number<br><br><br>of<br><br><br>Loans | Pre-<br><br><br>Modification<br><br><br>Outstanding<br><br><br>Principal<br><br><br>Balance | Post-<br><br><br>Modification<br><br><br>Principal<br><br><br>Balance | Number<br><br><br>of Loans | Pre-<br><br><br>Modification<br><br><br>Outstanding<br><br><br>Principal<br><br><br>Balance | Post-<br><br><br>Modification<br><br><br>Principal<br><br><br>Balance | |||||||
| (Dollars in Thousands) | ||||||||||||
| Loans secured by real estate: | ||||||||||||
| Construction, land development and other<br><br><br>land loans | 1 | $ | 107 | $ | 62 | 1 | $ | 107 | $ | 73 | ||
| Secured by 1-4 family residential properties | 2 | 59 | 14 | 3 | 318 | 118 | ||||||
| Secured by non-farm, non-residential properties | — | — | — | 1 | 53 | 34 | ||||||
| Commercial loans | 2 | 116 | 60 | 2 | 116 | 72 | ||||||
| Total | 5 | $ | 282 | $ | 136 | 7 | $ | 594 | $ | 297 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
As of December 31, 2019 and 2018, no loans that previously had been modified in a troubled debt restructuring had defaulted subsequent to modification.
Restructured loan modifications primarily included maturity date extensions and payment schedule modifications. There were no modifications to principal balances of the loans that were restructured. Accordingly, there was no impact on the Company’s allowance for loan losses resulting from the modifications.
All loans with a principal balance of $0.5 million or more that have been modified in a troubled debt restructuring are considered impaired and evaluated individually for impairment. The nature and extent of impairment of restructured loans, including those that have experienced a subsequent payment default, are considered in the determination of an appropriate level of allowance for loan losses. This evaluation resulted in an allowance for loan losses attributable to such restructured loans of $1 thousand and $2 thousand as of December 31, 2019 and 2018, respectively.
| 6. | OTHER REAL ESTATE OWNED AND REPOSSESSIONS |
|---|
Other real estate and certain other assets acquired in foreclosure are reported at the net realizable value of the property, less estimated costs to sell. The following tables summarize foreclosed property activity as of December 31, 2019 and 2018:
| December 31, 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Bank | ALC | Total | |||||||
| (Dollars in Thousands) | |||||||||
| Beginning balance | $ | 1,401 | $ | 104 | $ | 1,505 | |||
| Additions ^(1)^ | 224 | 89 | 313 | ||||||
| Sales proceeds | (582 | ) | (82 | ) | (664 | ) | |||
| Gross gains | 37 | 2 | 39 | ||||||
| Gross losses | (51 | ) | (26 | ) | (77 | ) | |||
| Net gains (losses) | (14 | ) | (24 | ) | (38 | ) | |||
| Impairment | — | (38 | ) | (38 | ) | ||||
| Ending balance | $ | 1,029 | $ | 49 | $ | 1,078 | |||
| December 31, 2018 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Bank | ALC | Total | |||||||
| (Dollars in Thousands) | |||||||||
| Beginning balance | $ | 3,527 | $ | 265 | $ | 3,792 | |||
| Additions ^(1)^ | 399 | 57 | 456 | ||||||
| Sales proceeds | (2,567 | ) | (89 | ) | (2,656 | ) | |||
| Gross gains | 267 | 15 | 282 | ||||||
| Gross losses | (46 | ) | (81 | ) | (127 | ) | |||
| Net gains (losses) | 221 | (66 | ) | 155 | |||||
| Impairment | (179 | ) | (63 | ) | (242 | ) | |||
| Ending balance | $ | 1,401 | $ | 104 | $ | 1,505 | |||
| ^(1)^ | Additions to OREO include transfers from loans, capitalized improvements to existing OREO properties and OREO acquired through acquisitions. | ||||||||
| --- | --- |
Valuation adjustments are recorded in other non-interest expense and are primarily post-foreclosure write-downs that are a result of continued declining property values based on updated appraisals or other indications of value, such as offers to purchase. Net realizable value less estimated costs to sell of foreclosed residential real estate held by the Company was $0.1 million and $0.2 million as of December 31, 2019 and 2018, respectively. In addition, the Company held $0.7 million of consumer mortgage loans collateralized by residential real estate that were in the process of foreclosure as of December 31, 2019 and did not hold any of these loans as of December 31, 2018.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Repossessions
In addition to the other real estate and other assets acquired in foreclosure, the Bank and ALC also acquire assets through the repossession of the underlying collateral of loans in default. Total repossessed assets as of December 31, 2019 and 2018 were $0.3 million and $0.2 million, respectively.
| 7. | GOODWILL AND OTHER INTANGIBLE ASSETS |
|---|
The Company recorded $7.4 million of goodwill as a result of its acquisition of TPB in 2018. Goodwill impairment was neither indicated nor recorded during the years ended December 31, 2019 or 2018.
Goodwill is tested annually, or more often if circumstances warrant, for impairment. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated, and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements. Goodwill totaled $7.4 million as of both December 31, 2019 and 2018.
Core deposit premiums are amortized over a seven-year period and are periodically evaluated, at least annually, as to the recoverability of their carrying value. Core deposit premiums of $2.0 million were recorded during 2018 as part of the TPB acquisition.
The Company’s goodwill and other intangibles (carrying basis and accumulated amortization) as of December 31, 2019 were as follows:
| December<br><br><br>31, 2019 | |||
|---|---|---|---|
| (Dollars in<br><br><br>Thousands) | |||
| Goodwill | $ | 7,435 | |
| Core deposit intangible: | |||
| Gross carrying amount | 2,048 | ||
| Accumulated amortization | (658 | ) | |
| Core deposit intangible, net | 1,390 | ||
| Total | $ | 8,825 |
The Company’s estimated remaining amortization expense on intangibles as of December 31, 2019 is as follows:
| Amortization<br><br><br>Expense | ||
|---|---|---|
| (Dollars in<br><br><br>Thousands) | ||
| 2020 | 415 | |
| 2021 | 341 | |
| 2022 | 268 | |
| 2023 | 195 | |
| 2024 | 122 | |
| 2025 | 49 | |
| Total | $ | 1,390 |
The net carrying amount of the Company’s core deposit premiums is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition. That assessment is based on the carrying amount of the intangible assets subject to amortization at the date on which it is tested for recoverability. Intangible assets subject to amortization are tested by the Company for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| 8. | PREMISES AND EQUIPMENT |
|---|
Premises and equipment and applicable depreciable lives are summarized as follows:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| (Dollars in Thousands) | ||||||
| Land | $ | 6,407 | $ | 6,407 | ||
| Premises (40 years) | 28,387 | 25,855 | ||||
| Furniture, fixtures and equipment (3-7 years) | 16,942 | 16,043 | ||||
| Total | 51,736 | 48,305 | ||||
| Less accumulated depreciation | (22,570 | ) | (21,437 | ) | ||
| 29,166 | 26,868 | |||||
| Construction in progress | 50 | 775 | ||||
| Total | $ | 29,216 | $ | 27,643 |
Depreciation expense of $1.6 million and $1.5 million was recorded in 2019 and 2018, respectively.
| 9. | DEPOSITS |
|---|
As of December 31, 2019, the scheduled maturities of the Bank’s time deposits were as follows:
| (Dollars in<br><br><br>Thousands) | ||
|---|---|---|
| 2020 | $ | 178,801 |
| 2021 | 39,118 | |
| 2022 | 14,226 | |
| 2023 | 8,054 | |
| 2024 | 5,880 | |
| Total | $ | 246,079 |
Total time deposits greater than $250 thousand totaled $48.2 million and $70.7 million as of December 31, 2019 and 2018, respectively. In addition, the Company held brokered certificates of deposit totaling $7.4 million and $33.3 million as of December 31, 2019 and 2018, respectively, that were included in total deposits. Deposits from related parties held by the Company amounted to $5.2 million and $4.9 million at December 31, 2019 and 2018, respectively.
| 10. | SHORT-TERM BORROWINGS |
|---|
Short-term borrowings consist of federal funds purchased, securities sold under repurchase agreements, and short-term FHLB advances with original maturities of one year or less. Short-term borrowings totaled $10.0 million and $0.5 million as of December 31, 2019 and December 31, 2018, respectively.
Federal funds purchased, which represent unsecured lines of credit that generally mature within one to four days, are available to the Bank through arrangements with correspondent banks and the Federal Reserve. As of both December 31, 2019 and 2018, there were no federal funds purchased outstanding. The Bank had $61.7 million and $72.2 million in available unused lines of credit with correspondent banks and the Federal Reserve as of December 31, 2019 and 2018, respectively.
Securities sold under repurchase agreements, which are secured borrowings, generally are reflected at the amount of cash received in connection with the transaction. The Bank may be required to provide additional collateral based on the fair value of the underlying securities. The Bank monitors the fair value of the underlying securities on a daily basis. Securities sold under repurchase agreements as of December 31, 2019 and 2018 totaled $25 thousand and $0.5 million, respectively.
Short-term FHLB advances are secured borrowings available to the Bank as an alternative funding source. As of December 31, 2019, the Bank had $10.0 million in outstanding FHLB advances with original maturities of less than one year. As of December 31, 2018, the Bank did not have any outstanding FHLB advances with original maturities of less than one year.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| 11. | LONG-TERM DEBT |
|---|
The Company uses FHLB advances as an alternative to funding sources with similar maturities, such as certificates of deposit or other deposit programs. These advances generally offer more attractive rates than other mid-term financing options. They are also flexible, allowing the Company to quickly obtain the necessary maturities and rates that best suit its overall asset/liability strategy. FHLB advances with an original maturity of more than one year are classified as long-term. As of both December 31, 2019 and 2018, the Company did not have any long-term FHLB advances outstanding.
The following summarizes information concerning long-term FHLB advances and other borrowings:
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| (Dollars in Thousands) | |||||
| Balance at year-end | $ | — | $ | — | |
| Average balance during the year | $ | — | $ | 5,288 | |
| Maximum month-end balance during the year | $ | — | $ | 10,000 | |
| Average rate paid during the year | N/A | 1.90 | % | ||
| Weighted average remaining maturity (in years) | N/A | N/A |
Assets pledged (including loans and investment securities) associated with FHLB advances totaled $34.6 million and $27.0 million as of December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, the Bank had $211.5 million and $282.2 million, respectively, in remaining credit from the FHLB (subject to available collateral).
| 12. | INCOME TAXES |
|---|
The consolidated provisions for income taxes for the years ended December 31, 2019 and 2018 were as follows:
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| (Dollars in Thousands) | ||||||
| Federal | ||||||
| Current | $ | (54 | ) | $ | (157 | ) |
| Deferred | 1,100 | 859 | ||||
| Total federal | 1,046 | 702 | ||||
| State | ||||||
| Current | 166 | 59 | ||||
| Deferred | 34 | 140 | ||||
| Total state | 200 | 199 | ||||
| Total | $ | 1,246 | $ | 901 |
The consolidated tax expense differed from the amount computed by applying the Company’s federal statutory income tax rate of 21.0% in 2019 and 2018 as described in the following table:
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| (Dollars in Thousands) | ||||||
| Income tax expense at federal statutory rate | $ | 1,220 | $ | 712 | ||
| Increase (decrease) resulting from: | ||||||
| Tax-exempt interest | (95 | ) | (119 | ) | ||
| Bank-owned life insurance | (65 | ) | (66 | ) | ||
| State income tax expense, net of federal income taxes | 229 | 137 | ||||
| Other | (43 | ) | 237 | |||
| Total | $ | 1,246 | $ | 901 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2019 and 2018 are presented below:
| 2019 | 2018 | |||
|---|---|---|---|---|
| (Dollars in Thousands) | ||||
| Deferred tax assets: | ||||
| Allowance for loan losses | $ | 1,354 | $ | 1,228 |
| Deferred compensation | 1,040 | 1,064 | ||
| Deferred commissions and fees | 337 | 308 | ||
| Impairment of other real estate owned | 52 | 99 | ||
| Federal net operating loss carryforwards | 655 | 1,549 | ||
| State net operating loss carryforwards | 270 | 280 | ||
| Federal alternative minimum tax and general business<br><br><br>credits carryforwards | 107 | 167 | ||
| Unrealized loss on securities available-for-sale | 71 | 797 | ||
| Unrealized loss on cash flow hedges | 1 | — | ||
| Other | 630 | 621 | ||
| Total gross deferred tax assets | 4,517 | 6,113 | ||
| Deferred tax liabilities: | ||||
| Premises and equipment | 1,205 | 888 | ||
| Core deposit intangible | 347 | 463 | ||
| Limited partnerships | 135 | 122 | ||
| Other | 79 | 31 | ||
| Total gross deferred tax liabilities | 1,766 | 1,504 | ||
| Net deferred tax asset, included in other assets | $ | 2,751 | $ | 4,609 |
As of December 31, 2019 and 2018, respectively, the Company had federal net operating loss carryforwards of $3.1 million and $7.4 million, and the Company had state net operating loss carryforwards of $5.9 million and $8.4 million for the same respective periods. In addition, as of December 31, 2019 and 2018, the Company had federal tax credit carryforwards of $0.1 million and $0.2 million, respectively. The federal and state net operating loss and federal tax credit carryforwards can be used to offset income in future periods and reduce income taxes payable in those future periods. The majority of these carryforwards will not begin to expire until 2032.
The Company files a consolidated income tax return with the federal government and the States of Alabama and Tennessee. ALC files several state income tax returns, with the majority of its non-Alabama income being apportioned to Mississippi. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and the states in which it filed for the years ended December 31, 2014 through 2019.
As of December 31, 2019, the Company had no unrecognized tax benefits related to federal or state income tax matters and does not anticipate any material increase or decrease in unrecognized tax benefits relative to any tax positions taken prior to December 31, 2019. As of December 31, 2019, the Company had accrued no interest and no penalties related to uncertain tax positions.
| 13. | EMPLOYEE BENEFIT PLANS |
|---|
The Company sponsors a 401(k) Plan (the “401(k) Plan”). The 401(k) Plan allows participants to defer a portion of their compensation on a pre-tax basis, subject to the statutory annual contribution limit. For 2019 and 2018, the Company made “safe harbor” contributions on behalf of participants in the form of a match that was equal to 100% of each participant’s elective deferrals, up to a maximum of 4% of the participant’s eligible compensation. The 401(k) Plan also allows the Company to make discretionary matching contributions on behalf of participants equal to 2% of each participant’s elective deferrals. No discretionary match was made in 2019 or 2018. The Company’s matching contributions to the 401(k) Plan totaled $0.5 million in both 2019 and 2018.
Participants can elect to invest up to 20% of incoming contributions (measured at the time of investment) in the 401(k) Plan in the form of Company stock. The 401(k) Plan held 221,357 and 240,402 shares of Company stock as of December 31, 2019 and 2018, respectively. These shares are allocated to participants in the 401(k) Plan and, accordingly, are included in the earnings per share calculations.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| 14. | DEFERRED COMPENSATION PLANS |
|---|
The Company has entered into supplemental retirement compensation benefits agreements with certain directors and executive officers. The measurement of the liability under these agreements includes estimates involving life expectancy, length of time before retirement and the expected returns on the bank-owned life insurance policies used to fund those agreements. Should these estimates prove to be materially wrong, the cost of these agreements could change accordingly. The related deferred compensation obligation to these directors and executive officers included in other liabilities was $3.2 million and $3.4 million as of December 31, 2019 and 2018, respectively.
Non-employee directors may elect to defer payment of all or any portion of their Bancshares and Bank director fees under Bancshares’ Non-Employee Directors’ Deferred Compensation Plan (the “Deferral Plan”). The Deferral Plan permits non-employee directors to invest their directors’ fees and to receive the adjusted value of the deferred amounts in cash and/or shares of Bancshares’ common stock. Neither Bancshares nor the Bank makes any contribution to participants’ accounts under the Deferral Plan. As of December 31, 2019 and 2018, a total of 124,392 and 116,766 shares of Bancshares common stock, respectively, were deferred in connection with the Deferral Plan. All deferred fees, whether in the form of cash or shares of Bancshares common stock, are reflected as compensation expense in the period earned. The Company classifies all deferred directors’ fees allocated to be paid in shares as equity surplus. The Company may use issued shares or shares of treasury stock to satisfy these obligations when due.
| 15. | STOCK AWARDS |
|---|
In accordance with the Company’s 2013 Incentive Plan, stock awards, including stock options and restricted stock, have been granted to certain employees and non-employee directors. Shares of common stock available for distribution to satisfy the grants may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. Stock-based compensation expense related to stock awards totaled $0.3 million for each of the years ended December 31, 2019 and 2018.
Stock Options
Stock option awards have been granted with an exercise price equal to the market price of the Company’s common stock on the date of the grant and have vesting periods ranging from one to three years, with 10-year contractual terms.
The Company recognizes the cost of services received in exchange for stock option awards based on the grant date fair value of the award, with compensation expense recognized on a straight-line basis over the award’s vesting period. The fair value of outstanding awards was determined using the Black-Scholes option pricing model based on the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock.
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Risk-free interest rate | 2.59 | % | 2.77 | % | ||
| Expected term (in years) | 7.5 | 7.5 | ||||
| Expected stock price volatility | 30.9 | % | 28.3 | % | ||
| Dividend yield | 1.25 | % | 1.50 | % | ||
| Fair value of stock option | $ | 3.30 | $ | 3.51 |
The following table summarizes the Company’s stock option activity for the periods presented.
| December 31, 2019 | December 31, 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Number of<br><br><br>Shares | Average<br><br><br>Exercise<br><br><br>Price | Number of<br><br><br>Shares | Average<br><br><br>Exercise<br><br><br>Price | |||||
| Options: | ||||||||
| Outstanding, beginning of year | 377,950 | $ | 9.80 | 318,000 | $ | 9.43 | ||
| Granted | 68,150 | 9.99 | 62,150 | 11.71 | ||||
| Exercised | 7,000 | 8.30 | 500 | 8.12 | ||||
| Forfeited | 26,300 | 11.96 | 1,700 | 11.15 | ||||
| Options outstanding, end of year | 412,800 | $ | 9.72 | 377,950 | $ | 9.80 | ||
| Options exercisable, end of year | 298,467 | $ | 9.16 | 249,467 | $ | 8.72 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The aggregate intrinsic value of stock options outstanding (calculated as the amount by which the market value of underlying stock exceeds the exercise price of the option) was approximately $0.9 million as of December 31, 2019 and zero as of December 31, 2018.
Restricted Stock
During the years ended December 31, 2019 and 2018, respectively, 5,520 shares and 11,870 shares of restricted stock were granted. The Company recognizes the cost of services received in exchange for restricted stock awards based on the grant date closing price of the stock, with compensation expense recognized on a straight-line basis over the award’s vesting period.
| 16. | SHAREHOLDERS’ EQUITY |
|---|
Dividends are paid at the discretion of the Company’s Board of Directors, based on the Company’s operating performance and financial position, including earnings, capital and liquidity. Dividends from the Bank are the Company’s primary source of funds for the payment of dividends to shareholders. In addition, federal and state regulatory agencies have the authority to prevent the Company from paying a dividend to shareholders. During the year ended December 31, 2019, the Company declared dividends of $0.6 million, or $0.09 per share. During the year ended December 31, 2018, the Company declared dividends of $0.5 million, or $0.08 per share.
Regulatory Capital
As of January 1, 2015, the Bank was subject to revised capital requirements as described in the section captioned “Supervision and Regulation – Capital Adequacy” included in Part I, Item I of this report. Under the revised requirements, the Bank is subject to minimum risk-based capital and leverage capital requirements, which are administered by the federal bank regulatory agencies. These capital requirements, as defined by federal regulations, involve quantitative and qualitative measures of assets, liabilities and certain off-balance sheet instruments. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial statements of the Bank and Bancshares, and could impact Bancshares’ ability to pay dividends. Effective January 1, 2019, the Bank’s minimum risk-based capital requirements include the year four fully implemented capital conservation buffer of 2.50%. Effective January 1, 2018, the Bank’s minimum risk-based capital requirements include the year three phased-in capital conservation buffer of 1.875%. As of December 31, 2019, the Bank exceeded all applicable minimum capital standards. In addition, the Bank met applicable regulatory guidelines to be considered well-capitalized as of December 31, 2019. To be categorized in this manner, the Bank maintained common equity Tier 1 risk-based capital, Tier 1 risk-based capital, total risk-based capital and Tier 1 leverage ratios as set forth in the table below. In addition, the Bank was not subject to any written agreement, order, capital directive or prompt corrective action directive issued by its primary federal regulator to meet and maintain a specific level for any capital measures.
The following table provides the Bank’s actual regulatory capital amounts and ratios under regulatory capital standards in effect (Basel III) at December 31, 2019 and December 31, 2018:
| 2019 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Actual Regulatory Capital | Minimum | To Be Well | |||||||||
| Amount | Ratio | Requirement | Capitalized | ||||||||
| (Dollars in Thousands) | |||||||||||
| Common equity Tier 1 capital (to risk-weighted assets) | $ | 74,375 | 12.78 | % | 7.000 | % | 6.50 | % | |||
| Tier 1 capital (to risk-weighted assets) | 74,375 | 12.78 | % | 8.500 | % | 8.00 | % | ||||
| Total capital (to risk-weighted assets) | 80,137 | 13.77 | % | 10.500 | % | 10.00 | % | ||||
| Tier 1 leverage (to average assets) | 74,375 | 9.61 | % | 4.00 | % | 5.00 | % | ||||
| 2018 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Actual Regulatory Capital | Minimum | To Be Well | |||||||||
| Amount | Ratio | Requirement | Capitalized | ||||||||
| (Dollars in Thousands) | |||||||||||
| Common equity Tier 1 capital (to risk-weighted assets) | $ | 70,177 | 12.62 | % | 6.375 | % | 6.50 | % | |||
| Tier 1 capital (to risk-weighted assets) | 70,177 | 12.62 | % | 7.875 | % | 8.00 | % | ||||
| Total capital (to risk-weighted assets) | 75,232 | 13.53 | % | 9.875 | % | 10.00 | % | ||||
| Tier 1 leverage (to average assets) | 70,177 | 8.96 | % | 4.00 | % | 5.00 | % |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
No significant conditions or events have occurred since December 31, 2019 that management believes have affected the Bank’s classification as “well-capitalized.” Because of the size of the Company’s balance sheet, there is currently no requirement for separate reporting of capital amounts and ratios for Bancshares. Accordingly, such amounts and ratios are not included.
Under the FDIC’s final rule establishing the methodology for calculating deposit insurance assessments for banks with less than $10 billion in assets, the rate is determined based on a number of factors, including the bank’s CAMELS ratings, leverage ratio, net income, non-performing loan ratios, OREO ratios, core deposit ratios, one-year organic asset growth and a loan mix index. The CAMELS rating system is a supervisory rating system developed to classify a bank’s overall condition by taking into account capital adequacy, assets, management capability, earnings, liquidity and sensitivity to market and interest rate risk. The loan mix index component of the assessment model requires banks to calculate each of their loan categories as a percentage of assets and then multiply each category by a standardized historical charge-off rate percentage provided by the FDIC, with a higher index leading to a higher assessment rate. The rule implements maximum assessment rates for institutions with a composite CAMELS rating of 1 or 2 and minimum rates for institutions with a rating of 3, 4 or 5.
Dividend Restrictions
Under Delaware law, dividends may be paid only out of “surplus,” defined as an amount equal to the present fair value of the total assets of the corporation, minus the present fair value of the total liabilities of the corporation, minus the capital of the corporation. In the event that there is no surplus, dividends may be paid out of the net profits of the corporation for the fiscal year in which the dividend is declared and/or the immediately preceding fiscal year. Dividends may not be paid, however, out of net profits of the corporation if the capital represented by the issued and outstanding stock of all classes having a preference on the distribution of assets is impaired. Further, the Federal Reserve permits bank holding companies to pay dividends only out of current earnings and only if future retained earnings would be consistent with the company’s capital, asset quality and financial condition.
Since it has no significant independent sources of income, Bancshares’ ability to pay dividends depends on its ability to receive dividends from the Bank. Under Alabama law, a state-chartered bank must annually transfer to surplus at least 10% of its “net earnings” (defined as the remainder of all earnings from current operations plus actual recoveries on loans and investments and other assets, less all current operating expenses, actual losses, accrued dividends on preferred stock and all federal, state and local taxes) until the bank’s surplus is at least 20% of its capital. Until the bank’s surplus reaches this level, a bank may not declare a dividend in excess of 90% of its net earnings. Once a bank’s surplus equals or exceeds 20% of its capital, if the total of all dividends declared by the bank in a calendar year will exceed the sum of its net earnings for that year and its retained net earnings for the preceding two years (less any required transfers to surplus), then the bank must obtain prior written approval from the Superintendent of the Alabama State Banking Department. The bank may not pay any dividends or make any withdrawals or transfers from surplus without the prior written approval of the Superintendent. The FDIC prohibits the payment of cash dividends if (1) as a result of such payment, the bank would be undercapitalized or (2) the bank is in default with respect to any assessment due to the FDIC, including a deposit insurance assessment. These restrictions could materially influence the Bank’s, and therefore Bancshares’, ability to pay dividends.
| 17. | LEASES |
|---|
The Bank and ALC are involved in a number of operating leases, primarily for branch locations. Branch leases have remaining lease terms ranging from less than one year to 14 years, some of which include options to extend the leases for up to five years, and some of which include an option to terminate the lease within one year. The Bank leases certain office facilities to third parties and classifies these leases as operating leases.
The following table provides a summary of the components of lease income and expense, as well as the reporting location in the Consolidated Statements of Operations for the years ended December 31, 2019 and 2018:
| Location in the Condensed | Year Ended | ||||
|---|---|---|---|---|---|
| Consolidated Statements<br><br><br>of Operations | December 31,<br><br><br>2019 | December 31,<br><br><br>2018 | |||
| (Dollars in Thousands) | |||||
| Operating lease expense ^(1)^ | Net occupancy and equipment | $ | 839 | $ | 670 |
| Operating lease income ^(2)^ | Other income, net | $ | 845 | $ | 124 |
| ^(1)^ | Includes short-term lease costs. For the years ended December 31, 2019 and 2018, short-term lease costs were nominal in amount. | ||||
| --- | --- | ||||
| ^(2)^ | Operating lease income includes rental income from owned properties. | ||||
| --- | --- |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table provides supplemental lease information for operating leases on the Consolidated Balance Sheet as of December 31, 2019:
| Location in<br><br><br>the Condensed | ||||
|---|---|---|---|---|
| Consolidated<br><br><br>Balance Sheet | December 31,<br><br><br>2019 | |||
| (Dollars in<br><br><br>Thousands) | ||||
| Operating lease right-of-use assets | Other assets | $ | 3,543 | |
| Operating lease liabilities | Other liabilities | $ | 3,573 | |
| Weighted-average remaining lease term (in years) | 6.76 | |||
| Weighted-average discount rate | 3.16 | % |
The following table provides supplemental lease information for the Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018:
| Year Ended | ||||
|---|---|---|---|---|
| December 31,<br><br><br>2019 | December 31,<br><br><br>2018 | |||
| (Dollars in Thousands) | ||||
| Cash paid for amounts included in the measurement of<br><br><br>lease liabilities: | ||||
| Operating cash flows from operating leases | $ | 764 | $ | 558 |
The following table is a schedule of remaining future minimum lease payments for operating leases that had an initial or remaining non-cancellable lease term in excess of one year as of December 31, 2019:
| Minimum<br><br><br>Rental Payments | ||
|---|---|---|
| (Dollars in<br><br><br>Thousands) | ||
| 2020 | $ | 711 |
| 2021 | 609 | |
| 2022 | 539 | |
| 2023 | 453 | |
| 2024 | 438 | |
| 2025 and thereafter | 1,276 | |
| Total future minimum lease payments | $ | 4,026 |
| Less: Imputed interest | 453 | |
| Total | $ | 3,573 |
| 18. | DERIVATIVE FINANCIAL INSTRUMENTS | |
| --- | --- |
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of certain balance sheet assets and liabilities. In the normal course of business, the Company also uses derivative financial instruments to add stability to interest income or expense and to manage its exposure to movements in interest rates. The Company does not use derivatives for trading or speculative purposes and only enters into transactions that have a qualifying hedge relationship. The Company’s hedging strategies involving interest rate derivatives are classified as either fair value hedges or cash flow hedges, depending upon the rate characteristic of the hedged item.
Cash Flow Hedges
Effective July 8, 2019, the Bank entered into a forward interest rate swap contract on certain variable-rate money market deposit accounts (indexed to the Federal Funds effective rate’s daily weighted average) with a total notional amount of $10.0 million. The money market account balances are expected to exceed $10 million for the next seven years and the rates on these deposits are anticipated to move closely with changes in one-month LIBOR, or a comparable benchmark interest rate. The interest rate swap was designated as a derivative instrument in a cash flow hedge with the objective of converting the floating interest payments to a
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
fixed rate throughout the seven-year period beginning on July 8, 2019 and ending on July 8, 2026. Under the swap arrangement, the Bank will pay a fixed interest rate of 1.790% and receive a variable interest rate based on one-month LIBOR, or a comparable benchmark interest rate, on the notional amount of $10.0 million, with monthly net settlements.
Effective July 22, 2019, the Bank entered into a forward interest rate swap contract on certain variable-rate money market deposit accounts (indexed to the Federal Funds effective rate’s daily weighted average) with a total notional amount of $10.0 million. The money market account balances are expected to exceed $10 million for the next five years and the rates on these deposits are anticipated to move closely with changes in one-month LIBOR, or a comparable benchmark interest rate. The interest rate swap was designated as a derivative instrument in a cash flow hedge with the objective of converting the floating interest payments to a fixed rate throughout the five-year period beginning on July 22, 2019 and ending on July 22, 2024. Under the swap arrangement, the Bank will pay a fixed interest rate of 1.698% and receive a variable interest rate based on one-month LIBOR, or a comparable benchmark interest rate, on the notional amount of $10.0 million, with monthly net settlements.
Effective October 1, 2019, the Bank entered into a forward interest rate swap contract on a variable-rate FHLB advance (indexed to one-month LIBOR) with a total notional amount of $10.0 million. The FHLB advance will be renewed on a monthly basis and will remain outstanding until October 1, 2024. The interest rate swap was designated as a derivative instrument in a cash flow hedge with the objective of converting the floating interest payments to a fixed rate throughout the five-year period beginning on October 1, 2019 and ending on October 1, 2024. Under the swap arrangement, the Bank will pay a fixed interest rate of 1.357% and receive a variable interest rate based on one-month LIBOR, or a comparable benchmark interest rate, on the notional amount of $10.0 million, with monthly net settlements.
During the first half of 2018, the Bank held two forward interest rate swap contracts on variable-rate FHLB advances. The swaps were designated as derivative instruments in cash flow hedges with the objective of protecting the quarterly interest rate payments on the FHLB advances from the risk of variability of those payments resulting from changes in interest rates. During the third quarter of 2018, the Bank voluntarily settled both of these forward interest rate swap contracts with the counterparty and concurrently paid down the associated hedged variable-rate FHLB advances. Since the intended forecasted transactions (the variable interest rate payments associated with the FHLB advances) no longer occurred as previously expected, all amounts associated with the fair value of the derivative assets and net after-tax gains recorded in accumulated other comprehensive income were recognized as gains during the year ended December 31, 2018. The amounts recognized as gains totaled approximately $1.0 million on a pre-tax basis and $0.7 million on an after-tax basis. As a result of the settlement of the interest rate swaps, the Bank did not hold any derivative contracts as of December 31, 2018.
Fair Value Hedges
Effective August 9, 2019, the Bank entered into a forward interest rate swap contract on fixed rate commercial real estate loans with a total notional amount of $10.0 million. The interest rate swap was designated as a derivative instrument in a fair value hedge with the objective of effectively converting a pool of fixed rate assets to variable rate throughout the five-year period beginning on August 9, 2019 and ending on August 9, 2024. Under the swap arrangement, the Bank will pay a fixed interest rate of 1.406% and receive a variable interest rate based on one-month LIBOR, or a comparable benchmark interest rate, on the notional amount of $10.0 million, with monthly net settlements.
Effective August 21, 2019, the Bank entered into a forward interest rate swap contract on fixed rate commercial real estate loans with a total notional amount of $10.0 million. The interest rate swap was designated as a derivative instrument in a fair value hedge with the objective of effectively converting a pool of fixed rate assets to variable rate throughout the five-year period beginning on August 21, 2019 and ending on August 21, 2024. Under the swap arrangement, the Bank will pay a fixed interest rate of 1.292% and receive a variable interest rate based on one-month LIBOR, or a comparable benchmark interest rate, on the notional amount of $10.0 million, with monthly net settlements.
The Company has elected the last-of-layer method with respect to both of its fair value hedges. This approach allows the Company to designate as the hedged item a stated amount of the assets that are not expected to be affected by prepayments, defaults and other factors affecting the timing and amount of cash flows. Relative to the identified pools of loans, this represents the last dollar amount of the designated commercial loans, which is equivalent to the notional amounts of the derivative instruments.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges:
| Location in the Condensed Consolidated<br><br><br>Balance Sheet in Which the Hedged | Carrying Amount of the<br><br><br>Hedged Assets | Cumulative Amount of Fair<br><br><br>Value Hedging Adjustment<br><br><br>Included in the Carrying<br><br><br>Amount of the Hedged Assets | |||
|---|---|---|---|---|---|
| Item is Included | December 31, 2019 | ||||
| (Dollars in Thousands) | |||||
| Loans and leases, net of allowance for loan and<br><br><br>lease losses ^(1)^ | $ | 62,117 | $ | (307 | ) |
| ^(1)^ | These amounts include the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. As of December 31, 2019, the amortized cost basis of the closed portfolios used in these hedging relationships was $62.4 million, the cumulative basis adjustments associated with these hedging relationships was $0.3 million, and the amounts of the designated hedged items were $20 million. | ||||
| --- | --- | ||||
| 19. | SEGMENT REPORTING | ||||
| --- | --- |
Under ASC Topic 280, Segment Reporting, certain information is disclosed for the two reportable operating segments of Bancshares: the Bank and ALC. The reportable segments were determined using the internal management reporting system. These segments comprise Bancshares’ and the Bank’s significant subsidiaries. The accounting policies for each segment are the same as those described in Note 2, “Summary of Significant Accounting Policies.” The segment results include certain overhead allocations and intercompany transactions that were recorded at current market prices. All intercompany transactions have been eliminated to determine the consolidated balances. The results for the two reportable segments of the Company are included in the tables below:
| 2019 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bank | ALC | All Other | Eliminations | Consolidated | ||||||||
| (Dollars in Thousands) | ||||||||||||
| Total interest income | $ | 30,921 | $ | 17,719 | $ | 26 | $ | (5,078 | ) | $ | 43,588 | |
| Total interest expense | 6,670 | 5,054 | — | (5,078 | ) | 6,646 | ||||||
| Net interest income | 24,251 | 12,665 | 26 | — | 36,942 | |||||||
| Provision for loan and lease losses | 788 | 1,926 | — | — | 2,714 | |||||||
| Net interest income after provision | 23,463 | 10,739 | 26 | — | 34,228 | |||||||
| Total non-interest income | 4,559 | 909 | 6,039 | (6,141 | ) | 5,366 | ||||||
| Total non-interest expense | 23,065 | 9,599 | 1,769 | (651 | ) | 33,782 | ||||||
| Income (loss) before income taxes | 4,957 | 2,049 | 4,296 | (5,490 | ) | 5,812 | ||||||
| Provision for income taxes | 977 | 516 | (247 | ) | — | 1,246 | ||||||
| Net income (loss) | $ | 3,980 | $ | 1,533 | $ | 4,543 | $ | (5,490 | ) | $ | 4,566 | |
| Other significant items: | ||||||||||||
| Total assets | $ | 789,620 | $ | 110,374 | $ | 90,211 | $ | (201,467 | ) | $ | 788,738 | |
| Total investment securities | 108,276 | — | 80 | — | 108,356 | |||||||
| Total loans, net | 534,478 | 106,533 | — | (95,768 | ) | 545,243 | ||||||
| Goodwill and core deposit intangible, net | 8,825 | — | — | — | 8,825 | |||||||
| Investment in subsidiaries | — | — | 84,186 | (84,186 | ) | — | ||||||
| Fixed asset additions | 2,948 | 236 | — | — | 3,184 | |||||||
| Depreciation and amortization expense | 1,464 | 145 | — | — | 1,609 | |||||||
| Total interest income from external customers | 25,867 | 17,719 | 2 | — | 43,588 | |||||||
| Total interest income from affiliates | 5,054 | — | 24 | (5,078 | ) | — |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| 2018 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bank | ALC | All Other | Eliminations | Consolidated | ||||||||
| (Dollars in Thousands) | ||||||||||||
| Total interest income | $ | 24,080 | $ | 17,703 | $ | 18 | $ | (4,663 | ) | $ | 37,138 | |
| Total interest expense | 4,367 | 4,646 | — | (4,663 | ) | 4,350 | ||||||
| Net interest income | 19,713 | 13,057 | 18 | — | 32,788 | |||||||
| Provision for loan and lease losses | 215 | 2,407 | — | — | 2,622 | |||||||
| Net interest income after provision | 19,498 | 10,650 | 18 | — | 30,166 | |||||||
| Total non-interest income | 4,746 | 1,081 | 3,953 | (4,170 | ) | 5,610 | ||||||
| Total non-interest expense | 21,859 | 9,770 | 1,608 | (852 | ) | 32,385 | ||||||
| Income (loss) before income taxes | 2,385 | 1,961 | 2,363 | (3,318 | ) | 3,391 | ||||||
| Provision for income taxes | 704 | 430 | (233 | ) | — | 901 | ||||||
| Net income (loss) | $ | 1,681 | $ | 1,531 | $ | 2,596 | $ | (3,318 | ) | $ | 2,490 | |
| Other significant items: | ||||||||||||
| Total assets | $ | 793,530 | $ | 103,067 | $ | 85,137 | $ | (189,795 | ) | $ | 791,939 | |
| Total investment securities | 153,871 | — | 78 | — | 153,949 | |||||||
| Total loans, net | 505,546 | 100,437 | — | (91,116 | ) | 514,867 | ||||||
| Goodwill and core deposit intangible, net | 9,312 | — | — | — | 9,312 | |||||||
| Investment in subsidiaries | 5 | — | 79,191 | (79,191 | ) | 5 | ||||||
| Fixed asset additions | 1,388 | 161 | — | — | 1,549 | |||||||
| Depreciation and amortization expense | 1,311 | 144 | — | — | 1,455 | |||||||
| Total interest income from external customers | 19,434 | 17,703 | 1 | — | 37,138 | |||||||
| Total interest income from affiliates | 4,646 | — | 17 | (4,663 | ) | — | ||||||
| 20. | OTHER OPERATING INCOME AND EXPENSES | |||||||||||
| --- | --- |
Other operating income for the years 2019 and 2018 consisted of the following:
| 2019 | 2018 | |||
|---|---|---|---|---|
| (Dollars in Thousands) | ||||
| Bank-owned life insurance | $ | 431 | $ | 427 |
| Lease income | 845 | 124 | ||
| Auto Club revenue | 220 | 244 | ||
| ATM fee income | 442 | 388 | ||
| Wire transfer fees | 50 | 38 | ||
| Other income | 434 | 255 | ||
| Total | $ | 2,422 | $ | 1,476 |
Other operating expenses for the years 2019 and 2018 consisted of the following:
| 2019 | 2018 | |||
|---|---|---|---|---|
| (Dollars in Thousands) | ||||
| Postage, stationery and supplies | $ | 873 | $ | 829 |
| Telephone/data communication | 867 | 811 | ||
| Advertising and marketing | 196 | 188 | ||
| Travel and business development | 404 | 327 | ||
| Collection and recoveries | 125 | 176 | ||
| Other services | 310 | 492 | ||
| Insurance expense | 586 | 559 | ||
| FDIC insurance and state assessments | 204 | 331 | ||
| Gain or loss on sale of fixed assets | 408 | 391 | ||
| Core deposit intangible amortization | 488 | 171 | ||
| Other real estate/foreclosure expense: | ||||
| Write-downs, net of gain or loss on sale | 76 | 87 | ||
| Carrying costs | 109 | 135 | ||
| Total other real estate/foreclosure expense | 185 | 222 | ||
| Other expense | 1,853 | 1,468 | ||
| Total | $ | 6,499 | $ | 5,965 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| 21. | GUARANTEES, COMMITMENTS AND CONTINGENCIES |
|---|
The Bank’s exposure to credit loss in the event of nonperformance by the other party for commitments to make loans and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making these commitments as it does for on-balance sheet instruments. For interest rate swap transactions and commitments to purchase or sell securities for forward delivery, the contract or notional amounts do not represent exposure to credit loss. The Bank controls the credit risk of these derivative instruments through credit approvals, limits and monitoring procedures. Certain derivative contracts have credit risk for the carrying value plus the amount to replace such contracts in the event of counterparty default. All of the Bank’s financial instruments are held for risk management and not for trading purposes. During the years ended December 31, 2019 and 2018, there were no credit losses associated with derivative contracts.
In the normal course of business, there are outstanding commitments and contingent liabilities, such as commitments to extend credit, letters of credit and others, that are not included in the consolidated financial statements. The financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the financial statements. A summary of these commitments and contingent liabilities is presented below:
| December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| (Dollars in Thousands) | ||||
| Standby letters of credit | $ | 180 | $ | 180 |
| Standby performance letters of credit | $ | 647 | $ | 704 |
| Commitments to extend credit | $ | 96,967 | $ | 85,972 |
Standby letters of credit and standby performance letters of credit are contingent commitments issued by the Bank generally to guarantee the performance of a customer to a third party. The Bank has recourse against the customer for any amount that it is required to pay to a third party under a standby letter of credit or standby performance letter of credit. Revenues are recognized over the lives of the standby letters of credit and standby performance letters of credit. As of December 31, 2019 and 2018, the potential amounts of future payments that the Bank could be required to make under its standby letters of credit and standby performance letters of credit, which represent the Bank’s total credit risk in these categories, are included in the table above.
A commitment to extend credit is an agreement 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 drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon the extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.
The Company is self-insured for a significant portion of employee health benefits. However, the Company maintains stop-loss coverage with third-party insurers to limit the Company’s individual claim and total exposure related to self-insurance. The Company estimates accrued liability for the ultimate costs to settle known claims, as well as claims incurred but not yet reported, as of the balance sheet date. The Company’s recorded estimated liability for self-insurance is based on the insurance companies’ incurred loss estimates and management’s judgment, including assumptions and evaluation of factors related to the frequency and severity of claims, the Company’s claims development history and the Company’s claims settlement practices. The assessment of loss contingencies and self-insurance reserves is a highly subjective process that requires judgments about future events. Contingencies are reviewed at least quarterly to determine the adequacy of self-insurance accruals. Self-insurance accruals totaled $0.2 million and $0.1 million as of December 31, 2019 and 2018, respectively. The ultimate settlement of loss contingencies and self-insurance reserves may differ significantly from amounts accrued in the Company’s consolidated financial statements.
Litigation
The Company is party to certain ordinary course litigation from time to time, and the Company intends to vigorously defend itself in all such litigation. In the opinion of the Company, based on review and consultation with legal counsel, the outcome of such ordinary course litigation should not have a material adverse effect on the Company’s consolidated financial statements or results of operations.
| 22. | FAIR VALUE OF FINANCIAL INSTRUMENTS |
|---|
The Company follows the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The assumptions used in the estimation of the fair value of the Company’s financial instruments are detailed below. The following disclosures should not be considered a representation of the liquidation value of the Company, but rather represent a good-faith estimate of the increase or decrease in value of financial instruments held by the Company since purchase, origination or issuance.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Fair Value Hierarchy
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. In determining fair value, the Company uses various methods, including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair value. Assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
| ● | Level 1 — Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange or Nasdaq. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. |
|---|---|
| ● | Level 2 — Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. |
| --- | --- |
| ● | Level 3 — Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. |
| --- | --- |
The Company rarely transfers assets and liabilities measured at fair value between Level 1 and Level 2 measurements. Trading account assets and securities available-for-sale may be periodically transferred to or from Level 3 valuation based on management’s conclusion regarding the best method of pricing for an individual security. Such transfers are accounted for as if they occurred at the beginning of a reporting period. There were no such transfers during the years ended December 31, 2019 or 2018.
Fair Value Measurements on a Recurring Basis
Securities Available-for-Sale
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include exchange-traded equities. Level 2 securities include U.S. Treasury and agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset-backed and other securities. Level 2 fair values are obtained from quoted prices of securities with similar characteristics. In certain cases, where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.
Interest Rate Derivative Agreements
Interest rate derivative agreements are used by the Company to mitigate risk associated with changes in interest rates. The fair value of these agreements is based on information obtained from third-party financial institutions. This information is periodically evaluated by the Company and, as necessary, corroborated against other third-party valuations. The Company classifies these derivative assets within Level 2 of the valuation hierarchy.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table presents assets measured at fair value on a recurring basis as of December 31, 2019 and 2018. There were no liabilities measured at fair value on a recurring basis for either period presented.
| Fair Value Measurements as of December 31, 2019 Using | ||||||||
|---|---|---|---|---|---|---|---|---|
| Totals At<br><br><br>December 31,<br><br><br>2019 | Quoted Prices<br><br><br>in Active<br><br><br>Markets For<br><br><br>Identical Assets<br><br><br>(Level 1) | Significant<br><br><br>Other<br><br><br>Observable<br><br><br>Inputs<br><br><br>(Level 2) | Significant<br><br><br>Unobservable<br><br><br>Inputs<br><br><br>(Level 3) | |||||
| (Dollars in Thousands) | ||||||||
| Investment securities, available-for-sale | ||||||||
| Mortgage-backed securities: | ||||||||
| Residential | $ | 46,345 | $ | — | $ | 46,345 | $ | — |
| Commercial | 43,373 | — | 43,373 | — | ||||
| Obligations of states and political subdivisions | 4,218 | — | 4,218 | — | ||||
| U.S. Treasury securities | 80 | — | 80 | — | ||||
| Other assets - derivatives | 301 | — | 301 | — | ||||
| Fair Value Measurements as of December 31, 2018 Using | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Totals At<br><br><br>December 31,<br><br><br>2018 | Quoted Prices<br><br><br>in Active<br><br><br>Markets For<br><br><br>Identical Assets<br><br><br>(Level 1) | Significant<br><br><br>Other<br><br><br>Observable<br><br><br>Inputs<br><br><br>(Level 2) | Significant<br><br><br>Unobservable<br><br><br>Inputs<br><br><br>(Level 3) | |||||
| (Dollars in Thousands) | ||||||||
| Investment securities, available-for-sale | ||||||||
| Mortgage-backed securities: | ||||||||
| Residential | $ | 72,455 | $ | — | $ | 72,455 | $ | — |
| Commercial | 54,289 | — | 54,289 | — | ||||
| Obligations of states and political subdivisions | 5,664 | — | 5,664 | — | ||||
| U.S. Treasury securities | 79 | — | 79 | — |
Fair Value Measurements on a Non-recurring Basis
Impaired Loans
Loans that are considered impaired are loans for which, based on current information and events, it is probable that the Company will be unable to collect all principal and interest payments due under the contractual terms of the loan agreement. Impaired loans can be measured based on the present value of expected payments using the loan’s original effective rate as the discount rate, the loan’s observable market price or the fair value of the collateral less estimated selling cost if the loan is collateral-dependent. For the Company, the fair value of impaired loans is primarily measured based on the value of the collateral securing the loans (typically real estate). The Company determines the fair value of the collateral based on independent appraisals performed by qualified licensed appraisers. The appraisals may include a single valuation approach or a combination of approaches, including comparable sales and income approaches. Appraised values are discounted for estimated costs to sell and may be discounted further based on management’s knowledge of the collateral, changes in market conditions since the most recent appraisal and/or management’s knowledge of the borrower and the borrower’s business. Such discounts by management are subjective and are typically significant unobservable inputs for determining fair value. Impaired loans are evaluated by management for additional impairment at least quarterly and are adjusted accordingly.
OREO
OREO consists of properties obtained through foreclosure or in satisfaction of loans and is recorded at net realizable value, less estimated cost to sell. Estimates of fair value are generally based on third-party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes discounted based on management’s knowledge of the property and/or changes in market conditions from the date of the most recent appraisal. Such discounts are typically significant unobservable inputs for determining fair value.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Assets Held-for-Sale
Included within other assets are certain assets that were formerly included as premises and equipment but have been removed from service, and as of the balance sheet date, were designated as assets to be disposed of by sale. These include assets associated with branches of the Bank that have been closed. When an asset is designated as held-for-sale, the Company ceases depreciation of the asset, and the asset is recorded at the lower of its carrying amount or fair value less estimated cost to sell. Estimates of fair value are generally based on third-party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes discounted based on management’s knowledge of the property and/or changes in market conditions from the date of the most recent appraisal. Such discounts are typically unobservable inputs for determining fair value.
The following table presents the balances of impaired loans, OREO and assets held-for-sale measured at fair value on a non-recurring basis as of December 31, 2019 and 2018:
| Fair Value Measurements as of December 31, 2019 Using | ||||||||
|---|---|---|---|---|---|---|---|---|
| Totals At<br><br><br>December 31,<br><br><br>2019 | Quoted Prices<br><br><br>in Active<br><br><br>Markets For<br><br><br>Identical Assets<br><br><br>(Level 1) | Significant<br><br><br>Other<br><br><br>Observable<br><br><br>Inputs<br><br><br>(Level 2) | Significant<br><br><br>Unobservable<br><br><br>Inputs<br><br><br>(Level 3) | |||||
| (Dollars in Thousands) | ||||||||
| Impaired loans | $ | 29 | $ | — | $ | — | $ | 29 |
| OREO | 1,078 | — | — | 1,078 | ||||
| Assets held-for-sale | 198 | — | — | 198 | ||||
| Fair Value Measurements as of December 31, 2018 Using | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Totals At<br><br><br>December 31,<br><br><br>2018 | Quoted Prices<br><br><br>in Active<br><br><br>Markets For<br><br><br>Identical Assets<br><br><br>(Level 1) | Significant<br><br><br>Other<br><br><br>Observable<br><br><br>Inputs<br><br><br>(Level 2) | Significant<br><br><br>Unobservable<br><br><br>Inputs<br><br><br>(Level 3) | |||||
| (Dollars in Thousands) | ||||||||
| Impaired loans | $ | 665 | $ | — | $ | — | $ | 665 |
| OREO | 1,505 | — | — | 1,505 | ||||
| Assets held-for-sale | 198 | — | — | 198 |
Non-recurring Fair Value Measurements Using Significant Unobservable Inputs
The following table presents information regarding assets and liabilities measured at fair value using significant unobservable inputs (Level 3) as of December 31, 2019. The table includes the valuation techniques and the significant unobservable inputs utilized. The range of each unobservable input and the weighted average within the range utilized as of December 31, 2019 are both included. Following the table is a description of the valuation technique and the sensitivity of the technique to changes in the significant unobservable input.
| Level 3 Significant Unobservable Input Assumptions | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair Value<br><br><br>as of<br><br><br>December 31,<br><br><br>2019 | Valuation Technique | Unobservable Input | Quantitative Range of<br><br><br>Unobservable Inputs<br><br><br>(Weighted Average) | |||||||||
| (Dollars in Thousands) | ||||||||||||
| Impaired loans | $ | 29 | Multiple data points, including discount to appraised value of collateral based on recent market activity | Appraisal comparability adjustment (discount) | 9 | % | — | 10 | % | (9.5 | )% | |
| OREO | $ | 1,078 | Discount to appraised value of property based on recent market activity for sales of similar properties | Appraisal comparability adjustment (discount) | 9 | % | — | 10 | % | (9.5 | )% | |
| Assets held-for-sale | $ | 198 | Discount to appraised value of property based on recent market activity for sales of similar properties | Appraisal comparability adjustment (discount) | 9 | % | — | 10 | % | (9.5 | )% |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Impaired loans
Impaired loans are valued based on multiple data points indicating the fair value for each loan. The primary data point is the appraisal value of the underlying collateral, to which a discount is applied. Management establishes this discount or comparability adjustment based on recent sales of similar property types. As liquidity in the market increases or decreases, the comparability adjustment and the resulting asset valuation are impacted.
OREO
OREO under a binding contract for sale is valued based on contract price. If no sales contract is pending for a specific property, management establishes a comparability adjustment to the appraised value based on historical activity, considering proceeds for properties sold versus the corresponding appraised value. Increases or decreases in realization for properties sold impact the comparability adjustment for similar assets remaining on the balance sheet.
Assets Held-for-Sale
Assets designated as held-for-sale that are under a binding contract are valued based on the contract price. If no sales contract is pending for a specific property, management establishes a comparability adjustment to the appraised value based on historical activity, considering proceeds for properties sold versus the corresponding appraised value. Increases or decreases in realization for properties sold impact the comparability adjustment for similar assets remaining on the balance sheet.
Fair Value of Financial Instruments
ASC Topic 825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practicable to estimate. The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:
Cash, due from banks and federal funds sold: The carrying amount of cash, due from banks and federal funds sold approximates fair value.
Federal Home Loan Bank stock: Based on the redemption provision of the FHLB, the stock has no quoted market value and is carried at cost.
Investment securities: Fair values of investment securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on market prices of comparable instruments.
Derivative instruments: The fair value of derivative instruments is based on information obtained from a third-party financial institution. This information is periodically evaluated by the Company and, as necessary, corroborated against other third-party information.
Accrued interest receivable and payable: The carrying amount of accrued interest approximates fair value.
Loans, net: The fair value of loans is estimated on an exit price basis incorporating contractual cash flow, prepayment discount spreads, credit loss and liquidity premiums.
Demand and savings deposits: The fair values of demand deposits are equal to the carrying value of such deposits. Demand deposits include non-interest-bearing demand deposits, savings accounts, NOW accounts and money market demand accounts.
Time deposits: The fair values of relatively short-term time deposits are equal to their carrying values. Discounted cash flows are used to value long-term time deposits. The discount rate used is based on interest rates currently offered by the Company on comparable deposits as to amount and term.
Short-term borrowings: These borrowings may consist of federal funds purchased, securities sold under agreements to repurchase and the floating rate borrowings from the FHLB account. Due to the short-term nature of these borrowings, fair values approximate carrying values.
Long-term debt: The fair value of this debt is estimated using discounted cash flows based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements as of the determination date.
Off-balance sheet instruments: The carrying amount of commitments to extend credit and standby letters of credit approximates fair value. The carrying amount of the off-balance sheet financial instruments is based on fees currently charged to enter into such agreements.
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The estimated fair value and related carrying or notional amounts, as well as the level within the fair value hierarchy, of the Company’s financial instruments as of December 31, 2019 and 2018 were as follows:
| December 31, 2019 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Carrying<br><br><br>Amount | Estimated<br><br><br>Fair<br><br><br>Value | Level 1 | Level 2 | Level 3 | ||||||
| (Dollars in Thousands) | ||||||||||
| Assets: | ||||||||||
| Cash and cash equivalents | $ | 57,030 | $ | 57,030 | $ | 57,030 | $ | — | $ | — |
| Investment securities available-for-sale | 94,016 | 94,016 | — | 94,016 | — | |||||
| Investment securities held-to-maturity | 14,340 | 14,306 | — | 14,306 | — | |||||
| Federal funds sold | 10,080 | 10,080 | — | 10,080 | — | |||||
| Federal Home Loan Bank stock | 1,137 | 1,137 | — | — | 1,137 | |||||
| Loans, net of allowance for loan losses | 545,243 | 559,911 | — | — | 559,911 | |||||
| Other assets – derivatives | 301 | 301 | — | 301 | — | |||||
| Liabilities: | ||||||||||
| Deposits | 683,662 | 682,828 | — | 682,828 | — | |||||
| Short-term borrowings | 10,025 | 10,025 | — | 10,025 | — | |||||
| December 31, 2018 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Carrying<br><br><br>Amount | Estimated<br><br><br>Fair<br><br><br>Value | Level 1 | Level 2 | Level 3 | ||||||
| (Dollars in Thousands) | ||||||||||
| Assets: | ||||||||||
| Cash and cash equivalents | $ | 49,599 | $ | 49,599 | $ | 49,599 | $ | — | $ | — |
| Investment securities available-for-sale | 132,487 | 132,487 | — | 132,487 | — | |||||
| Investment securities held-to-maturity | 21,462 | 20,852 | — | 20,852 | — | |||||
| Federal funds sold | 8,354 | 8,354 | — | 8,354 | — | |||||
| Federal Home Loan Bank stock | 703 | 703 | — | — | 703 | |||||
| Loans, net of allowance for loan losses | 514,867 | 516,420 | — | — | 516,420 | |||||
| Liabilities: | ||||||||||
| Deposits | 704,725 | 702,832 | — | 702,832 | — | |||||
| Short-term borrowings | 527 | 527 | — | 527 | — | |||||
| 23. | FIRST US BANCSHARES, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION | |||||||||
| --- | --- |
Balance Sheets
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| (Dollars in Thousands) | ||||
| Assets: | ||||
| Cash on deposit | $ | 476 | $ | 265 |
| Investment in subsidiaries | 84,186 | 79,097 | ||
| Other assets | 246 | 326 | ||
| Total assets | $ | 84,908 | $ | 79,688 |
| Liabilities: | ||||
| Other liabilities | $ | 160 | $ | 251 |
| Shareholders’ equity | 84,748 | 79,437 | ||
| Total liabilities and shareholders’ equity | $ | 84,908 | $ | 79,688 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Statements of Operations
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| (Dollars in Thousands) | ||||
| Income: | ||||
| Dividend income, First US Bank | $ | 3,104 | $ | 976 |
| Total income | $ | 3,104 | $ | 976 |
| Expense | 924 | 831 | ||
| Gain before equity in undistributed income of subsidiaries | $ | 2,180 | $ | 145 |
| Equity in undistributed income of subsidiaries | 2,386 | 2,345 | ||
| Net income | $ | 4,566 | $ | 2,490 |
Statements of Cash Flows
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| (Dollars in Thousands) | ||||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 4,566 | $ | 2,490 | ||
| Adjustments to reconcile net income to net cash provided<br><br><br>by operating activities: | ||||||
| Distributions in excess of undistributed income<br><br><br>of subsidiaries | (2,385 | ) | (2,345 | ) | ||
| Change in other assets and liabilities | 69 | 256 | ||||
| Net cash provided by operating activities | 2,250 | 401 | ||||
| Cash flows from investing activities: | ||||||
| Cash paid for acquisition | — | (22,099 | ) | |||
| Net cash used in investing activities | — | (22,099 | ) | |||
| Cash flows from financing activities: | ||||||
| Dividends paid | (561 | ) | (495 | ) | ||
| Dividends received | — | 22,099 | ||||
| Treasury stock repurchases | (1,478 | ) | — | |||
| Net cash (used in) provided by financing activities | (2,039 | ) | 21,604 | |||
| Net increase (decrease) in cash | 211 | (94 | ) | |||
| Cash at beginning of year | 265 | 359 | ||||
| Cash at end of year | $ | 476 | $ | 265 |
FIRST US BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| 24. | QUARTERLY DATA (UNAUDITED) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2019 | 2018 | |||||||||||||||
| Fourth<br><br><br>Quarter | Third<br><br><br>Quarter | Second<br><br><br>Quarter | First<br><br><br>Quarter | Fourth<br><br><br>Quarter | Third<br><br><br>Quarter | Second<br><br><br>Quarter | First<br><br><br>Quarter | |||||||||
| (Dollars in Thousands) | ||||||||||||||||
| Interest income | $ | 10,825 | $ | 11,027 | $ | 10,923 | $ | 10,813 | $ | 11,177 | $ | 9,452 | $ | 8,390 | $ | 8,119 |
| Interest expense | 1,636 | 1,680 | 1,690 | 1,640 | 1,533 | 1,124 | 888 | 805 | ||||||||
| Net interest income | 9,189 | 9,347 | 9,233 | 9,173 | 9,644 | 8,328 | 7,502 | 7,314 | ||||||||
| Provision for loan and lease losses | 716 | 883 | 715 | 400 | 473 | 789 | 702 | 658 | ||||||||
| Net interest income after provision<br><br><br>for loan and lease losses | 8,473 | 8,464 | 8,518 | 8,773 | 9,171 | 7,539 | 6,800 | 6,656 | ||||||||
| Non-interest: | ||||||||||||||||
| Income | 1,396 | 1,414 | 1,291 | 1,265 | 1,226 | 2,112 | 1,132 | 1,140 | ||||||||
| Expense | 8,279 | 8,546 | 8,504 | 8,453 | 8,450 | 9,142 | 7,492 | 7,301 | ||||||||
| Income before income taxes | 1,590 | 1,332 | 1,305 | 1,585 | 1,947 | 509 | 440 | 495 | ||||||||
| Provision for income taxes | 381 | 214 | 300 | 351 | 470 | 269 | 81 | 81 | ||||||||
| Net income after taxes | $ | 1,209 | $ | 1,118 | $ | 1,005 | $ | 1,234 | $ | 1,477 | $ | 240 | $ | 359 | $ | 414 |
| Earnings per common share: | ||||||||||||||||
| Basic earnings | $ | 0.19 | $ | 0.17 | $ | 0.16 | $ | 0.19 | $ | 0.23 | $ | 0.04 | $ | 0.06 | $ | 0.07 |
| Diluted earnings | $ | 0.18 | $ | 0.16 | $ | 0.15 | $ | 0.18 | $ | 0.22 | $ | 0.03 | $ | 0.06 | $ | 0.06 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | |||||||||||||||
| --- | --- |
None.
| Item 9A. | Controls and Procedures. |
|---|
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures and Changes in Internal Control over Financial Reporting
Bancshares maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in Bancshares’ Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to Bancshares’ management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 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.
Bancshares’ management carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Bancshares’ disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of December 31, 2019, pursuant to the evaluation of these controls and procedures required by Rule 13a-15 of the Exchange Act. Based on that evaluation, Bancshares’ management concluded, as of December 31, 2019, that Bancshares’ disclosure controls and procedures are effective at the reasonable assurance level to ensure that the information required to be disclosed in Bancshares’ periodic filings with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified.
There were no changes in Bancshares’ internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, Bancshares’ internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
This report is included in Item 8 beginning on page 39 and is incorporated herein by reference.
| Item 9B. | Other Information. |
|---|
None.
| Item 10. | Directors, Executive Officers and Corporate Governance. |
|---|
Bancshares has adopted a Code of Business Conduct and Ethics for directors, officers (including its Chief Executive Officer and Chief Financial Officer) and employees. The Code of Business Conduct and Ethics is incorporated herein by reference to Exhibit 14 to Bancshares’ Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-14549), filed on March 12, 2004. Bancshares will provide any interested person a copy of the Code of Business Conduct and Ethics free of charge, upon written request to First US Bancshares, Inc., Attention: Beverly J. Dozier, Corporate Secretary, 131 West Front Street, Post Office Box 249, Thomasville, Alabama 36784.
Other information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from Bancshares’ definitive proxy statement for the 2020 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.
| Item 11. | Executive Compensation. |
|---|
The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from Bancshares’ definitive proxy statement for the 2020 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
|---|
Securities Authorized for Issuance under Equity Compensation Plans
The following table summarizes, as of December 31, 2019, the securities that were authorized for issuance under the First US Bancshares, Inc. 2013 Incentive Plan (the “2013 Incentive Plan”) and Bancshares’ Non-Employee Directors’ Deferred Compensation Plan (the “Deferral Plan”). The 2013 Incentive Plan provides for grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted awards and performance compensation awards to our employees, consultants and directors and was approved by Bancshares’ shareholders in 2013. The Deferral Plan permits non-employee directors to defer their directors’ fees and receive the adjusted value of the deferred amounts in cash and/or in Bancshares’ common stock and was approved by Bancshares’ shareholders in 2004.
| Plan Category | Number of<br><br><br>securities<br><br><br>to be issued<br><br><br>upon<br><br><br>exercise of<br><br><br>outstanding<br><br><br>options,<br><br><br>warrants<br><br><br>and rights ^(1)^ | Weighted-<br><br><br>average<br><br><br>exercise price<br><br><br>of outstanding<br><br><br>options,<br><br><br>warrants<br><br><br>and rights | Number of<br><br><br>securities<br><br><br>remaining<br><br><br>available<br><br><br>for future<br><br><br>issuance<br><br><br>(excluding<br><br><br>securities<br><br><br>reflected in<br><br><br>column(a)) ^(2)^ | ||||
|---|---|---|---|---|---|---|---|
| (a) | (b) | (c) | |||||
| Equity compensation plans approved by shareholders | 566,508 | $ | 9.75 | ^(3)^ | 551,438 | ||
| Equity compensation plans not approved by<br><br><br>shareholders | — | — | — | ||||
| Total | 566,508 | $ | 9.75 | ^(3)^ | 551,438 | ||
| ^(1)^ | Includes shares to be issued under the 2013 Incentive Plan and the Deferral Plan. | ||||||
| --- | --- | ||||||
| ^(2)^ | Does not include shares reserved for future issuance under the Deferral Plan. Includes shares available for issuance pursuant to future awards under the 2013 Incentive Plan. | ||||||
| --- | --- | ||||||
| ^(3)^ | Does not include amounts deferred pursuant to the Deferral Plan, as there is no exercise price associated with these deferred amounts. | ||||||
| --- | --- |
Other information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from Bancshares’ definitive proxy statement for the 2020 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
|---|
The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from Bancshares’ definitive proxy statement for the 2020 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.
| Item 14. | Principal Accountant Fees and Services. |
|---|
The information required by this Item is incorporated by reference pursuant to General Instruction G(3) of Form 10-K from Bancshares’ definitive proxy statement for the 2020 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.
| Item 15. | Exhibits and Financial Statement Schedules. |
|---|
(a) Documents filed as part of this report
(1) Financial Statements.
The consolidated financial statements of Bancshares and its subsidiaries, included herein in Item 8, are as follows:
| ● | Management’s Annual Report on Internal Control over Financial Reporting; |
|---|---|
| ● | Report of Independent Registered Public Accounting Firm – Carr, Riggs & Ingram, LLC; |
| --- | --- |
| ● | Consolidated Balance Sheets – December 31, 2019 and 2018; |
| --- | --- |
| ● | Consolidated Statements of Operations – Years Ended December 31, 2019 and 2018; |
| --- | --- |
| ● | Consolidated Statements of Changes in Shareholders’ Equity – Years Ended December 31, 2019 and 2018; |
| --- | --- |
| ● | Consolidated Statements of Comprehensive Income – Years Ended December 31, 2019 and 2018; |
| --- | --- |
| ● | Consolidated Statements of Cash Flows – Years Ended December 31, 2019 and 2018; and |
| --- | --- |
| ● | Notes to Consolidated Financial Statements – Years Ended December 31, 2019 and 2018. |
| --- | --- |
(2) Financial Statement Schedules.
The financial statement schedules required to be included pursuant to this Item are not included herein because they are not applicable, or the required information is shown in the financial statements or notes thereto, which are incorporated by reference at subsection (a)(1) of this Item, above.
(3) Exhibits.
The exhibits to this report are listed in the exhibit index below.
(b) Description of Exhibits
The following exhibits are filed with this report or incorporated by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 18th day of March, 2020.
| FIRST US BANCSHARES, INC. | |
|---|---|
| By: | /s/ James F. House |
| James F. House | |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ James F. House | President, Chief Executive Officer and Director | March 18, 2020 |
| James F. House | (Principal Executive Officer) | |
| /s/ Thomas S. Elley | Vice President, Treasurer, Assistant Secretary, Chief Financial Officer and Principal Accounting Officer | March 18, 2020 |
| Thomas S. Elley | (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Andrew C. Bearden, Jr. | Director | March 18, 2020 |
| Andrew C. Bearden, Jr. | ||
| /s/ Robert Stephen Briggs | Director | March 18, 2020 |
| Robert Stephen Briggs | ||
| /s/ Sheri S. Cook | Director | March 18, 2020 |
| Sheri S. Cook | ||
| /s/ John C. Gordon | Director | March 18, 2020 |
| John C. Gordon | ||
| /s/ David P. Hale | Director | March 18, 2020 |
| David P. Hale | ||
| /s/ William G. Harrison | Director | March 18, 2020 |
| William G. Harrison | ||
| /s/ J. Lee McPhearson | Director | March 18, 2020 |
| J. Lee McPhearson | ||
| /s/ Jack W. Meigs | Director | March 18, 2020 |
| Jack W. Meigs | ||
| /s/ Aubrey S. Miller | Director | March 18, 2020 |
| Aubrey S. Miller | ||
| /s/ Donna D. Smith | Director | March 18, 2020 |
| Donna D. Smith | ||
| /s/ Howard M. Whitted | Director | March 18, 2020 |
| Howard M. Whitted | ||
| /s/ Bruce N. Wilson | Director | March 18, 2020 |
| Bruce N. Wilson |
101
fusb-ex41_176.htm
Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following description of our securities is intended as a summary only. This description is based on our certificate of incorporation, as amended (the “Certificate of Incorporation”), our bylaws (the “Bylaws”) and applicable provisions of the Delaware General Corporation Law (the “DGCL”). This summary is not complete and is qualified in its entirety by reference to the Certificate of Incorporation and the Bylaws, each of which is filed as an exhibit to this Annual Report on Form 10-K. We encourage you to read the Certificate of Incorporation, the Bylaws and the applicable provisions of the DGCL for additional information.
As used herein, the terms “FUSB,” “we,” “our” and “us” refer to First US Bancshares, Inc.
General
Our authorized capital stock consists of 10,000,000 shares of common stock, par value $0.01 per share. Our common stock does not represent or constitute a deposit account and is not insured by the Deposit Insurance Fund maintained by the FDIC or by any other government agency or instrumentality, or any private insurer.
Common Stock
Voting rights. Except as provided by law, each holder of our common stock has one vote on all matters voted upon by stockholders with respect to each share of common stock held. Holders of our common stock do not have cumulative voting rights in the election of directors.
Rights and preferences. There are no preemptive or conversion rights and no provisions for redemption, purchase for cancellation, surrender or sinking or purchase funds. All of our common stock outstanding is fully paid and nonassessable. None of our common stock is subject to call. Our common stock may be issued at such time or times and for such consideration (not less than the par value thereof) as our board of directors may deem advisable, subject to such limitations as may be set forth in the DGCL or in other laws, regulations or orders applicable to FUSB and its subsidiaries.
Dividends. Holders of our common stock are entitled to receive, to the extent permitted by law and applicable regulations, such dividends as may be declared from time to time by our board of directors. FUSB has the right to, and may, from time to time, enter into borrowing arrangements or issue debt instruments, the provisions of which may contain restrictions on payment of dividends or other distributions on our common stock.
Liquidation. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of FUSB, holders of our common stock will be entitled to receive all of the remaining assets of FUSB of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of common stock held. Our board of directors may distribute in kind to the holders of our common stock such remaining assets of FUSB or may sell, transfer or otherwise dispose of all or any part of such remaining assets to any other person or entity and receive payment therefor in cash, stock or obligations of such other person or entity, and may sell all or any part of the consideration so received and distribute any balance thereof in kind to holders of our common stock. Neither the merger nor consolidation of FUSB with or into any other corporation, nor the merger of any other corporation with or into FUSB, nor any purchase or redemption of shares of stock of FUSB of any class, shall be deemed to be a dissolution, liquidation or a winding up of FUSB. Because FUSB is a holding company, its rights and the rights of its creditors and stockholders, including the holders of our common stock, to participate in the distribution of assets of a subsidiary on its liquidation or recapitalization may be subject to prior claims of such subsidiary’s creditors, except to the extent that FUSB itself may be a creditor having recognized claims against such subsidiary.
Indemnification of Officers and Directors
The Certificate of Incorporation contains provisions for the indemnification of our directors, officers, employees and certain other agents to the fullest extent permitted by the DGCL. These provisions may have the practical effect in certain cases of eliminating the ability of stockholders to collect monetary damages from indemnified individuals.
Provisions of the Certificate of Incorporation, the Bylaws and the DGCL That May Have Anti-Takeover Effects
The Certificate of Incorporation, the Bylaws and the DGCL contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of us by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders.
The Certificate of Incorporation and the Bylaws contain other provisions that could have an anti-takeover effect:
| • | provide that the number of directors constituting our board of directors shall be fixed from time to time by resolution adopted by our board of directors; |
|---|---|
| • | require that actions to be taken by our stockholders must be taken at an annual or special meeting of our stockholders, or by written consent only if it is unanimous; |
| --- | --- |
| • | establish advance notice procedures and other requirements for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a meeting of the stockholders; |
| --- | --- |
| • | provide for authorized but unissued shares of our common stock available for future issuance without stockholder approval, which could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise; and |
| --- | --- |
| • | provide that special meetings of stockholders may be called only by (1) our board of directors; or (2) the holders of not less than ten percent of all shares entitled to vote at such meeting and that have complied with the other requirements set forth in our bylaws. |
| --- | --- |
We are subject to Section 203 of the DGCL. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.
Transfer Agent and Registrar
Computershare is the transfer agent and registrar for our common stock.
Exchange Listing
Our common stock is traded on the Nasdaq Capital Market under the symbol “FUSB.”
fusb-ex106_175.htm
Exhibit 10.6
CHANGE IN CONTROL AGREEMENT
(First United Security Bank)
THIS AGREEMENT (this “Agreement”) is made as of the 20th day of May, 2014 (the “Effective Date”) by and between Eric H. Mabowitz (the “Employee”); First United Security Bank, an Alabama banking corporation (the “Bank”); and United Security Bancshares, Inc., a Delaware corporation (“USB”; together with the Bank, the “Company”).
WHEREAS, as of the Effective Date, the Employee serves as Executive Vice President, Retail Division, Branch Administrator and Director of Community Lending of the Bank, which is a wholly-owned subsidiary of USB;
WHEREAS, the Company desires to provide certain compensation to the Employee in the event of a Change in Control; and
WHEREAS, capitalized terms used in this Agreement that are not otherwise defined herein have the meanings assigned in Section 19 below.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.Severance Benefits Upon Termination of Employment.
(a)Payments. If, during the Term, the Employee either (1) experiences an involuntary Termination of Employment without Cause during the Post-Change in Control Period, or (2) voluntarily resigns effecting a Termination of Employment for Good Reason during the Post-Change in Control Period (each, a “Qualifying Termination of Employment”), then the Employee will be entitled to:
| (i) | a one-time lump sum payment, within 60 days of the effective date of the Termination of Employment, in an amount equal to two hundred percent (200%) of Base Salary (the “Severance Benefit”); |
|---|---|
| (ii) | any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused (determined by dividing Base Salary by 365 and multiplying such amount by the number of unused vacation days), and any business expenses that are unreimbursed, all as of the effective date of the Termination of Employment and payable with the Company’s first regular payroll following the Termination of Employment; and |
| --- | --- |
| (iii) | any rights and benefits (if any) expressly provided to the Employee under plans and programs of the Company upon termination of employment, determined in accordance with the applicable terms and provisions of such plans and programs. |
| --- | --- |
(b)Release Condition. Notwithstanding any other provision of this Agreement to the contrary, as a condition of the Company’s payment of the Severance Benefit, the Employee must (i) execute a general release agreement in favor of the Company and its affiliates in such form as is acceptable to the Company within the 60-day period following the Termination of Employment (but prior to the payment of the Severance Benefit) and (ii) not timely revoke the general release
agreement during any revocation period ending prior to the 60-day period pursuant to the terms of the general release agreement.
(c)No Section 280G Golden Parachute. If, in the good faith determination of the Company or its independent certified public accountants (the “Accountants”), the aggregate present value (determined as of the date of the Change in Control in accordance with the provisions of Section 280G of the Code) of both the Severance Benefit and any other payments to the Employee in the nature of compensation that are contingent on a change in ownership or effective control of USB or the Bank or in the ownership of a substantial portion of the assets of USB or the Bank (the “Aggregate Severance”) would result in a “parachute payment,” as defined under Section 280G of the Code, then the Aggregate Severance shall be reduced (in accordance with Section 409A) to an amount no greater than an amount equal to 2.99 multiplied by Employee’s “base amount” for the “base period,” as those terms are defined under Section 280G of the Code. In the event that the Aggregate Severance is required to be reduced pursuant to this Section 1(c), the latest payments in time shall be reduced first, and if multiple portions of the Aggregate Severance to be reduced are paid at the same time, any non-cash payments will be reduced before any cash payments, and any remaining cash payments will be reduced pro rata. The amount and order of any reductions pursuant to this Section 1(c) will be determined in the reasonable discretion of the Company or, at the Company’s election, the Accountants. Neither the Company nor the Accountants will have any liability for actions taken in compliance with these provisions.
2.No Mitigation. No amounts or benefits payable to the Employee hereunder shall be subject to mitigation or reduction by income or benefits that the Employee receives from other sources.
3.Taxes. All amounts payable and benefits provided hereunder shall be subject to any and all applicable taxes, as required by applicable federal, state, local and foreign laws and regulations. The Company may withhold such taxes in accordance with customary payroll practices. The Employee, and not the Company, shall be solely responsible for the payment when and as due of any and all taxes in connection with payments and benefits provided to the Employee by the Company, including without limitation all income taxes and any excise taxes that may be due, and no taxes shall be subject to payment or reimbursement by the Company.
4.Restrictive Covenants.
(a)Unauthorized Disclosure. During the period of the Employee’s employment with the Bank and for 3 years following any Termination of Employment, without the prior written consent of the Bank, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, in which event, the Employee shall use the Employee’s best efforts to consult with the Bank prior to responding to any such order or subpoena, and except as required in performance of the Employee’s duties hereunder, the Employee shall not use for the benefit of, or disclose to, any Person other than the Company any documents or information, whether written or not, that come into his possession or knowledge during his course of employment with the Bank, including without limitation the identity, borrowing arrangements, financial and business conditions and goals and operations of customers of the Company and the Company’s business methods, business records, documentation, sales, services and techniques (collectively, “Confidential Information”), unless such Confidential Information has been previously disclosed to the public generally or is in the public domain, in each case, other than by reason of the Employee’s breach of this Section 4(a).
(b)Non-Competition. During the period of the Employee’s employment with the Bank and for 2 years following a Qualifying Termination of Employment that results in the
Employee being entitled to the Severance Benefit and other rights and benefits set forth in Section 1(a) of this Agreement, the Employee shall not (other than on behalf of the Bank), directly or indirectly, by or through any Person in any capacity (whether as a principal, employee, consultant, agent, lender, member, organizer or shareholder), (i) carry on or engage in the business of banking or any similar business (including without limitation any business that involves managing banks, accepting deposits and/or making, brokering, servicing or originating loans) in any County in the State of Alabama in which the Bank or any of its subsidiaries has an office or branch at such time (the “Territory”) or (ii) perform services for any bank, bank holding company, bank or bank holding company in organization, corporation or other Person that has a branch or office in, or conducts any banking or similar business in, the Territory. For the sake of clarity, following a Termination of Employment the restrictive covenants in this Section 4(b) shall only apply under the circumstances described herein and shall not apply, for example, following any Termination of Employment before or after the Post-Change in Control Period or following a Termination of Employment at any time either (x) by the Bank with Cause or (y) by the Employee without Good Reason.
(c)Non-Solicitation. During the period of the Employee’s employment with the Bank and for 2 years following any Termination of Employment (the “Restriction Period”), the Employee shall not (other than on behalf of the Bank), directly or indirectly, for the Employee’s own account or for the account of any other Person (i) solicit, represent in any capacity (or otherwise be involved in any way), accept or transact any business with or from any Customers or prospective Customers that were Customers or prospective Customers at any time during the period within 3 years prior to the Termination of Employment, (ii) take any action reasonably likely to damage the business or prospects of the Bank, including without limitation inducing or attempting to induce or encourage any of such Customers or prospective Customers to withdraw or fail to renew any business with, or otherwise curtail, cancel or divert any business away from, the Bank, or (iii) solicit or hire (as an employee, independent contractor, consultant or otherwise) any person, or solicit or facilitate the employment (as an employee, independent contractor, consultant or otherwise) of any such person by another entity or person, who is employed or retained by the Bank or who was employed or retained by the Bank at any time during the period within 12 months prior to the Termination of Employment.
(d)Return of Documents. Upon the Termination of Employment, the Executive shall deliver to the Company (i) all property of the Company or any of its affiliates then in the Employee’s possession and (ii) all documents and data of any nature and in whatever medium of the Company or any of its affiliates, and the Employee shall not take with the Employee any such property, documents or data or any reproduction thereof, or any documents containing or pertaining to any Confidential Information.
(e)Non-Disparagement. The Employee will not, at any time during the Restriction Period, disparage the Bank or USB or any of their respective current, former or future directors, officers, management personnel or representatives.
(f)Tolling. If the Employee violates any of the provisions of Section 4(b) or (c) above, the period during which the covenants set forth therein shall apply shall be extended one day for each day in which a violation of such covenants occurs. The purpose of this provision is to prevent the Employee from profiting from his own wrong if he violates such covenants.
(g)Acknowledgements. The Employee acknowledges and agrees that he has and will have a prominent role in the development of the goodwill of the Bank and its affiliates, and has and will establish and develop relations and contacts with the principal business relationships of the
Bank and its affiliates in the State of Alabama and beyond, all of which constitute valuable goodwill of, and could be used by the Employee to compete unfairly with, the Bank and its affiliates and that (i) in the course of the Employee’s employment, the Employee will obtain confidential and proprietary information and trade secrets concerning the business and operations of the Bank and its affiliates that could be used to compete unfairly with the Bank and its affiliates; (ii) the covenants and restrictions contained in this Section 4 are intended to protect the legitimate interests of the Bank and its affiliates and their respective goodwill, trade secrets and other confidential and proprietary information; (iii) the Employee desires to be bound by such covenants and restrictions; and (iv) the Employee agrees that the covenants in this Section 4 are reasonable with respect to their duration, geographical area and scope.
(h)Remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee contained in this Section 4 relate to special, unique and extraordinary matters and that a material violation of any of the terms of such covenants, obligations or agreements will cause the Bank and its affiliates irreparable injury for which adequate remedies are not available at law. Therefore, the Employee agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) to restrain the Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company and its affiliates may have.
5.Terminable At Will Employment. Nothing herein shall entitle the Employee to continued employment with the Bank, USB or any of their respective affiliates or to continued tenure in any specific office or position. The Employee’s employment with the Bank shall be terminable at the will of the Bank, with or without Cause, subject to the terms of any other written agreement as may be in effect between the parties.
6.Assignment. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and be binding upon, the Company’s successors and assigns. This Agreement may be assigned by the Company to any legal successor or to an entity that purchases all or substantially all of the assets of the Company, provided that the assignee assumes the obligations of the Company under this Agreement. In the event of any assignment of this Agreement permitted by this Section 6, the terms “Bank,” “USB” and “Company” as defined herein will refer to the assignee(s), and the Employee will not be deemed to have terminated employment hereunder until the Employee terminates employment from the assignee(s).
7.Notice. All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the to the Employee at the last address or facsimile number on file with the Company or, in the case of the Company, to the President of USB at USB’s principal offices.
8.Headings. Sections or other headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
9.Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. All prior understandings and agreements relating to the subject matter of this Agreement are hereby expressly terminated; provided, however, that the restrictive covenants and other provisions in Section 4 of this Agreement are in addition to, and shall not supersede or terminate, any restrictive covenant contained in any other agreement between the Employee and USB and/or the Bank
entered into on or prior to the Effective Date. In addition, any payments that otherwise may become due to the Employee under any generally applicable severance plan or similar policy pursuant to which the Employee is or may become eligible for benefits, which plan or policy does not provide for payments of nonqualified deferred compensation, as contemplated by Code Section 409A, shall be reduced by the amount of the Severance Benefit that becomes payable pursuant to this Agreement.
10.Severability. If any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. The Employee and the Company agree that the covenants contained in Section 4 hereof are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction, such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. The parties agree that the scope of this Agreement is intended to extend to the Company the maximum protection permitted by law.
11.Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects, including as to interpretation, substantive effect and enforceability, by the internal laws of the State of Alabama, without regard to conflicts of laws provisions thereof that would require application of the laws of another jurisdiction, other than those that mandatorily apply. Each party hereby irrevocably submits to the jurisdiction of the state courts sitting in Clarke County, Alabama, and the federal courts of the United States located in the Southern District of Alabama, solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Each party hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that the mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right that such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver; (b) each such party understands and has considered the implications of this waiver; (c) each such party makes this waiver voluntarily; and (d) each such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 11.
12.Term. The term of this Agreement (the “Term”) shall become effective as of the Effective Date and shall remain in effect until the earliest of:
(a)the Employee’s Termination of Employment, regardless of the manner in which it was effected, prior to the effective date of a Change in Control;
(b)the conclusion of the Post-Change in Control Period, provided there has been no Qualifying Termination of Employment prior thereto;
(c)a termination pursuant to Section 13;
(d)the expiration date specified in a written notice (the “Expiration Notice”) provided to the Employee by the Company; provided, however, that such expiration date must be at least 90 days following the date of the Expiration Notice; provided, further, that the Company may not provide an Expiration Notice following, or in anticipation of, a Change in Control; or
(e)the date on which all amounts that may be payable to the Employee pursuant to Section 1 have been paid in connection with a Qualifying Termination of Employment.
13.Amendment. This Agreement may not be modified, amended, supplemented or terminated except by a written agreement between the Company and the Employee.
14.Survival. The provisions of Sections 2 through 19 of this Agreement shall survive the expiration of the Term or any other termination of this Agreement.
15.Section 409A. The parties intend that any amounts payable hereunder comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph (iii) and subparagraph (v)(D)) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). Notwithstanding any provision of this Agreement to the contrary, if the Employee is a “specified employee” within the meaning of Section 409A, any amounts under this Agreement that are “deferred compensation” within the meaning of Section 409A shall not be made before the date that is six (6) months after the date of the Termination of Employment, or if earlier, his date of death. For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and the Employee shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of the Employee in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from any or all of such taxes, penalties or interest.
16.Regulatory Matters. The Company’s obligations under this Agreement are subject to the orders, rules and regulations of the federal and state banking regulators as may be in effect from time to time, including without limitation FDIC regulations governing “golden parachute payments” set forth at 12 CFR Part 359. If the Company is prevented from discharging its obligations hereunder as a result of any such orders, rules or regulations, the Company shall be released from its obligations and shall not be deemed to have breached this Agreement, to that extent. The Company shall have no obligation to petition the FDIC (and/or other regulatory agency having jurisdiction over the Company) for permission to treat any payments as “permissible golden parachute payments.”
17.Clawback. Notwithstanding any other provisions in this Agreement to the contrary (but subject to compliance with Section 409A, as applicable), any compensation paid to the Employee pursuant to this Agreement or any other agreement or arrangement with the Company that is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deduction and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company to the extent that it implements the requirements of any such law, government regulation or stock exchange listing requirement).
18.Counterparts. This Agreement may be executed by facsimile, electronically transmitted signature and/or by “PDF,” and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
19.Definitions. For purposes of this Agreement, the following terms and conditions shall have the meanings set forth in this Section 19:
(a)“Base Salary” means the Employee’s annual base salary with the Bank in effect as of the effective date of the Termination of Employment.
(b)“Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
(c)“Board” means the board of directors of USB.
(d)“Cause” shall be determined by the Board in the exercise of good faith and reasonable judgment and shall mean (i) failure of the Employee to perform his duties or responsibilities or to follow the lawful and reasonable direction of the Board or the Company’s senior management, as the case may be; (ii) the Employee’s material violation of the written policies or procedures of the Company or its affiliates; (iii) the Employee’s engaging in fraud, willful misconduct, dishonesty or any other knowing or willful conduct that has caused or is reasonably expected to result in material injury or reputational harm to the Company or any of its affiliates; (iv) any breach by the Employee of any fiduciary duty owed to the Company any of its affiliates; (v) the Employee’s commission of, or entering a plea of guilty or nolo contendere to, (A) a crime that constitutes a felony in the jurisdiction involved or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (vi) any material breach by the Employee of any of his obligations under this Agreement or under any other written agreement or covenant with the Company or any of its affiliates; (vii) the Employee’s misappropriation, theft or embezzlement of funds or property; (viii) the Employee’s insubordination or gross negligence in connection with his employment or the performance of his duties; (ix) the Employee’s knowing or intentional failure or unwillingness to cooperate with any internal investigation or investigation by regulatory or law enforcement authorities, or knowing or intentional destruction or failure to preserve documents or other materials relevant to such investigation, or the knowing or intentional inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; or (x) the Employee’s violation of federal or state banking laws or suspension or removal by any federal or state banking regulator. Except in the event of a failure, violation or breach that, by its nature, cannot reasonably be expected to be cured, if a termination for Cause is based on items (i), (ii) or (vi) above, the Board shall not make any such determination without first providing the Employee with a written notice of the reason(s) that the Board believes Cause exists and giving the Employee a reasonable period within which to cure or to take substantial steps to cure or remediate the results or actions underlying or constituting Cause.
(e)For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions has been satisfied after the Effective Date:
(i)any Person (other than (A) those Persons in control of USB as of the Effective Date, (B) a trustee or other fiduciary holding securities under an employee benefit plan of USB or (C) a corporation or holding company owned directly or indirectly by the shareholders of USB in substantially the same proportions as their ownership of stock of
USB) becomes the Beneficial Owner of securities of the Company representing more than 50% of the combined voting power of USB’s then outstanding securities; or
(ii)consummation of the sale or disposition of all or substantially all of the assets of USB; or
(iii)consummation of a merger, consolidation or reorganization of USB with or involving any other corporation, other than a merger, consolidation or reorganization that results in the voting securities of USB outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) greater than 50% of the combined voting power of the voting securities of USB (or the surviving entity, or an entity that as a result of such transaction owns USB or other surviving entity or all or substantially all of USB’s assets either directly or through one or more subsidiaries) outstanding immediately after such merger, consolidation or reorganization.
Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred for purposes of this Agreement by reason of any actions or events in which the Employee participates in a capacity other than in the Employee’s capacity as an employee or director of USB, the Bank or any affiliate or as a shareholder of USB.
(f)“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.
(g)“Customers” shall include, without limitation, any and all customers, clients, depositors and borrowers of the Bank or any of its subsidiaries or affiliates.
(h)“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(i)“Good Reason” means, with respect to a resignation by the Employee, any one of the following events arising after the Effective Date, but only if (i) such event occurs without the Employee’s prior written consent; (ii) such event is not cured within 30 days after the Employee gives written notice to the Company describing such event in detail and demanding cure; (iii) such cure notice is given within 90 days after the Employee learns of the occurrence of such event; and (iv) the Termination Employment occurs within 10 days after the expiration of any cure right: (A) an assignment of duties to the Employee that are materially inconsistent with and demonstrably inferior to the Employee’s position as it existed immediately prior to the Post-Change in Control Period, or (B) a material decrease in the Employee’s annual base salary rate, or (C) a material breach of this Agreement by the Company.
(j)“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d).
(k)“Post-Change in Control Period” means the last day of the eighteenth (18^th^) calendar month immediately following the calendar month containing the effective date of a Change in Control.
(l)“Termination of Employment” means a termination of the Employee’s employment with the Bank, USB, and all affiliated companies that, together with the Bank and USB, constitute the “service recipient” within the meaning of Code Section 409A and the
regulations thereunder, which termination constitutes a “separation from service” within the meaning of Code Section 409A.
IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date and year first above written.
UNITED SECURITY BANCSHARES, INC.
By: /s/ Andrew C. Bearden, Jr.
Andrew C. Bearden, Jr.
Chairperson of the Board
FIRST UNITED SECURITY BANK
By: /s/ Andrew C. Bearden, Jr.
Andrew C. Bearden, Jr.
Chairperson of the Board
EMPLOYEE:
/s/ Eric H. Mabowitz
Eric H. Mabowitz
fusb-ex1012_174.htm
Exhibit 10.12
UNITED SECURITY BANCSHARES, INC.
2013 INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
(Three-Year Vesting – Employees)
This Nonqualified Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date (defined below) by and between FIRST US BANCSHARES, INC., a Delaware corporation (the “Company”) and _______________________ (the “Participant”).
| Grant Date: |
|---|
| Exercise Price (per share): |
| Number of Option Shares: |
| Expiration Date: |
1.Grant of Option.
1.1Grant; Type of Option. The Company hereby grants to the Participant an option (the “Option”) to purchase the total number of shares of Common Stock of the Company equal to the Number of Option Shares set forth above, at the Exercise Price set forth above. The Option is granted pursuant to the terms of the United Security Bancshares, Inc. 2013 Incentive Plan (the “Plan”). The Option is intended to be a Nonqualified Stock Option and not an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code.
1.2Subject to Plan. The grant of the Option is subject to the terms and conditions of the Plan. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan.
2.Exercise Period; Vesting.
2.1Vesting Schedule. Subject to Section 3 of this Agreement, the Option shall ratably vest in equal installments over a three-year period commencing on the Grant Date, such that one-third of the Option shall vest on each of the first three anniversaries of the Grant Date; provided, however, that if the Number of Option Shares is not evenly divisible by three, then on each anniversary of the Grant Date, the Number of Option Shares with respect to which the Option vests shall be rounded down to the nearest whole number of Option Shares, and any fraction of an Option Share previously rounded down shall vest of the third anniversary of the Grant Date. Notwithstanding anything in this Agreement to the contrary, the Committee may, in its sole discretion, accelerate the time at which the Option may first be exercised or the time during which an Award or any part thereof shall vest. Any unvested portion of the Option shall not be exercisable on or after the Participant’s termination of Continuous Service.
2.2Expiration. The Option shall expire on the Expiration Date set forth above, or earlier as provided in this Agreement or the Plan.
3.Termination of Continuous Service.
3.1Termination for Reasons Other Than Disability, Death or Retirement. If the Participant’s Continuous Service is terminated for any reason other than Disability, death or retirement, then the Participant may exercise the vested portion of the Option, but only within such period of time ending on the earlier of (a) the date three months following the termination of the Participant’s Continuous Service or (b) the Expiration Date; provided, however, that if the Participant’s Continuous Service is terminated for Cause, the Option (whether vested or unvested) shall immediately terminate and cease to be exercisable.
3.2Termination Due to Disability. If the Participant’s Continuous Service terminates as a result of the Participant’s Disability, then any unvested portion of the Option shall become fully vested on the date of termination, and the Participant (or, in the event that the Disability is caused by the Participant’s incapacity, the Participant’s personal representative) may exercise the vested Option at any time prior to the Expiration Date.
3.3Termination Due to Death. If the Participant’s Continuous Service terminates as a result of the Participant’s death, then any unvested portion of the Option shall become fully vested on the date of death, and the vested Option may be exercised by the Participant’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by the person designated pursuant to Section 6 hereof to exercise the Option upon the Participant’s death at any time prior to the Expiration Date.
3.4Termination Due to Retirement. If the Participant’s Continuous Service terminates as a result of the Participant’s retirement, then any unvested portion of the Option shall become fully vested on the date of retirement, and the Participant may exercise the vested Option at any time prior to the Expiration Date. For purposes of this Agreement, “retirement” shall mean the termination of Participant’s Continuous Service upon termination of employment at age 65 or later in accordance with the policies of the Company.
3.5Extension of Termination Date. If, following the Participant’s termination of Continuous Service for any reason, the exercise of the Option is prohibited because the exercise of the Option would violate the registration requirements under the Securities Act or any other state or federal securities law or the rules of any securities exchange or interdealer quotation system, then the Option shall terminate on the earlier of (a) the Expiration Date or (b) the expiration of a period after termination of the Participant’s Continuous Service that is thirty (30) days after the end of the period during which the exercise of the Option would be in violation of such registration or other securities law requirements.
4.Manner of Exercise.
4.1Election to Exercise. To exercise the Option, the Participant (or, in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir, legatee or personal representative, as the case may be) must deliver to the Company an executed stock option exercise agreement in such form as is approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia:
(a)the Participant’s election to exercise the Option;
(b)the number of shares of Common Stock being purchased;
(c)any restrictions imposed on the shares; and
(d)any representations, warranties and agreements regarding the Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws.
If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.
4.2Payment of Exercise Price. The entire Exercise Price of the Option shall be payable in full at the time of exercise to the extent permitted by applicable statutes and regulations, either:
(a)in cash or by certified or bank check at the time the Option is exercised; or
(b)upon the following terms, if approved by the Committee in its discretion:
| (i) | by delivery to the Company of other shares of Common Stock, held by the Participant for at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) and duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares of Common Stock that the Participant has held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) and that have an aggregate Fair Market Value on the date of attestation equal to the Exercise Price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); |
|---|---|
| (ii) | through a “cashless exercise program” established with a broker; |
| --- | --- |
| (iii) | by a reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; |
| --- | --- |
| (iv) | by any combination of the foregoing methods; or |
| --- | --- |
| (v) | in any other form of legal consideration that may be acceptable to the Committee. |
| --- | --- |
4.3Withholding. Prior to the issuance of shares upon the exercise of the Option, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company. The Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following means:
(a)tendering a cash payment;
(b)authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise of the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or
(c)delivering to the Company previously owned and unencumbered shares of Common Stock.
In addition, the Company has the right to withhold any amounts described in this Section from any compensation paid to the Participant, subject to Section 409A of the Code.
4.4Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to the Company, the Company shall within a reasonable time thereafter issue the shares of Common Stock registered in the name of the Participant, the Participant’s authorized assignee, or the Participant’s legal representative, and shall deliver certificates representing the shares with the appropriate legends affixed thereto, or otherwise cause the shares of Common Stock registered in the name of the Participant to be recorded in the Company’s book-entry system maintained by the Company’s transfer agent. No fractional shares of Common Stock shall be issued or delivered pursuant to the exercise of the Option. The Committee shall determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional shares of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.
5.No Right to Continued Employment; No Rights as Shareholder. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, including as an Employee, Consultant or Director of the Company or any Affiliate of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Participant’s Continuous Service at any time, with or without Cause. The Participant shall not have any rights as a shareholder with respect to any shares of Common Stock subject to the Option prior to the date of exercise of the Option, including, but not limited to, with respect to any dividends or other distributions for which the record date is prior to the date on which the Option is exercised.
6.Transferability. Except as otherwise provided in this Agreement or the Plan, the Option is not transferable by the Participant other than by will or by applicable laws of descent and distribution and, during the lifetime of the Participant, shall be exercisable only by the Participant. No assignment or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except as otherwise provided in this Agreement or the Plan) shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer, the Option shall terminate and become of no further effect. Notwithstanding the foregoing, an Option may, in the sole discretion of the Committee, be transferrable to a Permitted Transferee upon written approval by the Committee. In addition, the Participant may, by delivering written notice to the Company in a form satisfactory to the Company, designate a third party who, in the event of the death of the Participant, shall thereafter be entitled to exercise the Option.
7.Change in Control.
7.1Acceleration of Vesting. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the shares subject to the Option. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the shares of Common Stock received.
7.2Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance notice to the Participant, cancel the Option and pay to the Participant (in cash, stock or any combination thereof) the value of the Option based on the price per share of Common Stock received or to be received by other shareholders of the Company in the transaction, subject to Section 409A of the Code. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.
~~8.~~~~Restrictive Covenants~~.
8.1In consideration of the Option, the Participant agrees and covenants not to:
(a)contribute his or her knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to an entity engaged in the same or similar business as the Company and its Affiliates, including those engaged in the business of banking (including, but not limited to, the acceptance of deposits or the extension of loans) during the Participant’s employment with the Company or one of its Affiliates and for a period of two (2) years following the Participant’s termination of Continuous Service;
(b)directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company or its Affiliates during the Participant’s employment with the Company or one of its Affiliates and for a period of two (2) years following the Participant’s termination of Continuous Service;
(c)directly or indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the current, former or prospective customers of the Company or any of its Affiliates for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or any of its Affiliates, for a purpose other than for the benefit of the Company and its Affiliates, during the Participant’s employment with the Company or one of its Affiliates and for a period of two (2) years following the Participant’s termination of Continuous Service; and
(d)directly or indirectly, disclose at any time any confidential information about the Company or any of its Affiliates to any third party, such confidential information to include all oral, written and electronic information furnished to the Participant by the Company or one of its Affiliates or otherwise accessed or acquired by the Participant during or in connection with his or her employment or other service with the Company or one of its Affiliates.
8.2In the event of a breach or threatened breach of any of the covenants contained in Section 8.1:
(a)any unvested portion of the Option shall be forfeited effective as of the date of such breach, unless sooner terminated by operation of another term or condition of this Agreement or the Plan; and
(b)the Participant hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
9.Adjustments. The shares of Common Stock subject to the Option may be adjusted or terminated in any manner as contemplated by Section 11 of the Plan. The Company shall give each Participant notice of any such adjustment, and, upon notice, such adjustment shall be conclusive and binding for all purposes.
10.Tax Liability. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.
11.Compliance with Law. The exercise of the Option and the issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state banking and securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued pursuant to this Option unless and until any then-applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. Further, the Company may require the Participant to execute and deliver to the Company a letter of investment intent in such form and containing such provisions as the Committee may require prior to Participant’s purchase of any Common Stock pursuant to an Option. The Participant understands that the Company is under no obligation to register the shares of Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. If, after reasonable efforts, the Company is unable to obtain from any regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, then the Company shall be relieved from any liability for failure to issue and sell such Common Stock upon exercise of any Option unless and until such authority is obtained.
12.Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the following address:
| First US Bancshares, Inc. |
|---|
| c/o Secretary |
| 131 West Front Street |
| P.O. Box 249 |
| Thomasville, AL 36784 |
Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
13.Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without regard to that state’s conflict of law principles.
14.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.
15.Options Subject to Plan. This Agreement is subject to the Plan, as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan shall govern and prevail.
16.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon the Participant and the Participant’s beneficiaries, executors, administrators, representatives and the person(s) to whom the Option may be transferred pursuant to Section 6 of this Agreement or by will or the laws of descent or distribution.
17.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
18.Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion; provided, however, that the rights of the Participant under this Agreement shall not be impaired by any such amendment, cancellation or termination of the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing. The grant of the Option in this Agreement does not create any contractual right or other right to receive any Options or other Awards in the future. Future Awards, if any, shall be made at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.
19.Amendment. The Committee has the right at any time, and from time to time, to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided, however, that no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s written consent, and any such amendment shall be in accordance with Section 409A of the Code.
20.No Impact on Other Benefits. The value of the Participant’s Option is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
21.Time Periods; Counting. For purposes of this Agreement, any time period specified in terms of days shall be counted from the day following that of the event marking the start of the time period and shall end on the day following the last day of the period specified. When the time period is expressed in months, it shall be counted from date to like date except where a terminal date so fixed exceeds the number of days in a calendar month, in which case, the time period shall end on the last day of the month. When the last day of a time period is a Saturday, Sunday or legal holiday recognized by the Board of Governors of the Federal Reserve System, the time period shall be extended to the first working day of the Company following such day.
22.Headings. The headings in this Agreement are for purposes of convenience only and are not intended to define or limit the construction of the provisions hereof.
23.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing an original signature.
24.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon an exercise of the Option or disposition of the underlying shares of Common Stock and that the Participant should consult a tax advisor prior to such exercise or disposition.
25.Section 409A. The Option is intended to be exempt from or comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Option shall be interpreted and administered to be in compliance therewith. Any action taken under this Agreement shall be in accordance with Section 409A.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| FIRST US BANCSHARES, INC., |
|---|
| a Delaware corporation |
| By: |
| Name: |
| Title: |
| PARTICIPANT |
| By: |
| Name: |
10
fusb-ex1013_172.htm
Exhibit 10.13
RESTRICTED STOCK AWARD AGREEMENT
(Three-Year Vesting – Employees)
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of the “Grant Date” (defined below) by and between First US Bancshares, Inc., a Delaware corporation (the “Company”), and the “Participant” (defined below).
| Participant: | |||
|---|---|---|---|
| Grant Date: | |||
| Shares of Restricted Stock: | |||
| Vesting Schedule: | |||
| First Anniversary of Grant Date | Second<br><br><br>Anniversary of Grant Date | Third Anniversary of Grant Date | |
| --- | --- | --- | --- |
| Number of Shares |
1.~~Grant of~~ ~~Restricted Stock~~. Pursuant to Section 7.2 of the United Security Bancshares, Inc. 2013 Incentive Plan (the “Plan”), the Company hereby issues to the Participant on the Grant Date a Restricted Stock Award consisting of, in the aggregate, the number shares of common stock of the Company, $0.01 par value per share (the “Restricted Stock”), set forth above on the terms and conditions and subject to the restrictions set forth in this Agreement and the Plan. Capitalized terms used but not defined herein have the meaning ascribed to them in the Plan.
2.~~Consideration~~. The grant of the Restricted Stock is made in consideration of the services to be rendered by the Participant to the Company.
~~3.~~~~Restricted Period; Vesting~~.
3.1Except as otherwise provided herein, provided that the Participant remains in Continuous Service through the applicable vesting date, the Restricted Stock will vest in accordance with the Vesting Schedule set forth above until the Restricted Stock is 100% vested. The period over which the Restricted Stock vests is referred to as the “Restricted Period”.
3.2Notwithstanding the Vesting Schedule above, if the Participant’s Continuous Service terminates due to the Participant’s death or Disability, then one hundred percent (100%) of the unvested Restricted Stock shall vest as of the date of such termination.
3.3Notwithstanding the Vesting Schedule above, if the Participant’s Continuous Service terminates as a result of the Participant’s retirement, then one hundred percent (100%) of the unvested Restricted Stock shall vest as of the date of such termination. For
purposes of this Agreement, “retirement” shall mean the termination of Participant’s Continuous Service at age 65 or later other than for Cause in accordance with the policies of the Company.
3.4 If the Participant’s Continuous Service terminates for any reason other than the Participant’s death, Disability or retirement at any time before all of the Restricted Stock has vested, then the Participant’s unvested Restricted Stock shall be automatically forfeited upon such termination of Continuous Service, and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement.
~~3.5~~In the event of a Change in Control, the Committee may act with respect to the Restricted Stock in any manner permitted under Sections 12 and 13 of the Plan.
4.~~Restrictions~~. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the Restricted Period shall be wholly ineffective and, if any such attempt is made, then the Restricted Stock will be forfeited by the Participant and all of the Participant’s rights to such shares shall immediately terminate without any payment or consideration by the Company.
5.~~Rights as Shareholder; Dividends~~.
5.1The Participant shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, any stock dividends or other stock distributions paid on account of the Restricted Stock shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid.
5.2The Company shall evidence the Participant’s interest in the Restricted Stock by using a restricted book entry account in the Company’s stockholder records. Physical stock certificates shall not be issued by the Company in connection with the grant of the Restricted Stock.
5.3If the Participant forfeits any rights that he or she has under this Agreement in accordance with Section 3, then the Participant shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares.
6.~~No Right to Continued Service~~. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position with the Company or an Affiliate, including, without limitation, as an Employee, Consultant or Director. Further, nothing in the Plan or this Agreement shall be construed so as to limit the discretion of the Company to terminate the Participant’s Continuous Service at any time, with or without Cause.
~~7.~~~~Restrictive Covenants~~.
7.1In consideration of the Restricted Stock, the Participant agrees and covenants not to:
(a)contribute his or her knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to an entity engaged in the same or similar business as the Company and its Affiliates, including those engaged in the business of banking (including, but not limited to, the acceptance of deposits or the extension of loans) during the Participant’s employment with the Company or one of its Affiliates and for a period of two (2) years following the Participant’s termination of Continuous Service;
(b)directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company or its Affiliates during the Participant’s employment with the Company or one of its Affiliates and for a period of two (2) years following the Participant’s termination of Continuous Service;
(c)directly or indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the current, former or prospective customers of the Company or any of its Affiliates for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or any of its Affiliates, for a purpose other than for the benefit of the Company and its Affiliates, during the Participant’s employment with the Company or one of its Affiliates and for a period of two (2) years following the Participant’s termination of Continuous Service; and
(d)directly or indirectly, disclose at any time any confidential information about the Company or any of its Affiliates to any third party, such confidential information to include all oral, written and electronic information furnished to the Participant by the Company or one of its Affiliates or otherwise accessed or acquired by the Participant during or in connection with his or her employment or other service with the Company or one of its Affiliates.
7.2In the event of a breach or threatened breach of any of the covenants contained in Section 7.1:
(a)all unvested Restricted Stock shall be immediately forfeited; and
(b)the Participant hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief
shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
8.~~Adjustments~~. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock shall be adjusted or terminated in any manner as contemplated by Section 12 of the Plan.
~~9.~~~~Tax Liability and Withholding~~.
9.1If the Participant is an Employee, then the Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. If the Participant is a non-Employee Director or Consultant, then the Company may withhold, or require the Participant to pay or reimburse the Company for, any taxes that the Company determines are required to be withheld under federal, state or local law in connection with the grant or vesting of the Restricted Stock.
9.2Notwithstanding any action that the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility, and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Participant’s liability for Tax-Related Items.
10.~~Section 83(b) Election~~. The Participant may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Participant elects to make a Section 83(b) Election, then the Participant shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the United States Internal Revenue Service (the “IRS”). The Participant agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the IRS and for all tax consequences resulting from the Section 83(b) Election.
11.~~Compliance with Law~~. The issuance of the Restricted Stock and transfer of shares of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register its Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.
12.~~Legends~~. A legend or other restrictive order may be placed on any book entry shareholder records of the Company indicating restrictions on transferability of the shares of Restricted Stock pursuant to this Agreement or any other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of Common Stock are then listed or quoted.
13.~~Notices~~. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
14.~~Governing Law~~. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to its internal conflict of law principles.
15.~~Interpretation~~. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review; provided, that, if the Participant serves on the Committee, then the Participant shall be excluded from the review of such dispute. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.
16.~~Restricted Stock Subject to Plan~~. This Agreement is subject to the Plan, as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
17.~~Successors and Assigns~~. The Company may assign any of its rights under this Agreement. This Agreement will be binding on and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding on the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.
18.~~Severability~~. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
19.~~Discretionary Nature of Plan~~. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any Restricted Stock or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification or termination of the Plan shall not
constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company or membership on the Board, as applicable.
20.~~Amendment~~. The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively; provided, however, that no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.
21.~~No Impact on Other Benefits~~. The value of the Restricted Stock is not part of the Participant’s normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit to which Participant may be entitled.
22.~~Counterparts~~. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document will have the same effect as physical delivery of the paper document bearing an original signature.
~~23.~~~~Acceptance~~. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying shares and that the Participant has been advised to consult a tax advisor prior to such grant, vesting or disposition.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| FIRST US BANCSHARES, INC. |
|---|
| By: |
| Name: |
| Title: |
| PARTICIPANT |
| By: |
| Name: |
6
fusb-ex1014_173.htm
Exhibit 10.14
RESTRICTED STOCK AWARD AGREEMENT
(One-Year Vesting – Non-Employee Directors)
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of the “Grant Date” (defined below) by and between First US Bancshares, Inc., a Delaware corporation (the “Company”), and the “Participant” (defined below).
| Participant: | |
|---|---|
| Grant Date: | |
| Shares of Restricted Stock: | |
| Vesting Schedule: | |
| First<br><br><br>Anniversary<br><br><br>of Grant Date | |
| --- | --- |
| Number of Shares |
1.~~Grant of Restricted Stock~~. Pursuant to Section 7.2 of the United Security Bancshares, Inc. 2013 Incentive Plan (the “Plan”), the Company hereby issues to the Participant on the Grant Date a Restricted Stock Award consisting of, in the aggregate, the number shares of common stock of the Company, $0.01 par value per share (the “Restricted Stock”), set forth above on the terms and conditions and subject to the restrictions set forth in this Agreement and the Plan. Capitalized terms used but not defined herein have the meaning ascribed to them in the Plan.
2.~~Consideration~~. The grant of the Restricted Stock is made in consideration of the services to be rendered by the Participant to the Company.
~~3.~~~~Restricted Period; Vesting~~.
3.1Except as otherwise provided herein, provided that the Participant remains in Continuous Service through the applicable vesting date, the Restricted Stock will vest in accordance with the Vesting Schedule set forth above until the Restricted Stock is 100% vested. The period over which the Restricted Stock vests is referred to as the “Restricted Period”.
3.2Notwithstanding the Vesting Schedule above, if the Participant’s Continuous Service terminates due to the Participant’s death or Disability, then one hundred percent (100%) of the unvested Restricted Stock shall vest as of the date of such termination.
3.3Notwithstanding the Vesting Schedule above, if the Participant’s Continuous Service terminates as a result of the Participant’s retirement, then one hundred percent (100%) of the unvested Restricted Stock shall vest as of the date of such termination. For purposes of this Agreement, “retirement” shall mean the termination of Participant’s Continuous Service at age 65 or later other than for Cause in accordance with the policies of the Company.
3.4 If the Participant’s Continuous Service terminates for any reason other than the Participant’s death, Disability or retirement at any time before all of the Restricted Stock has vested, then the Participant’s unvested Restricted Stock shall be automatically forfeited upon such termination of Continuous Service, and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement.
3.5In the event of a Change in Control, the Committee may act with respect to the Restricted Stock in any manner permitted under Sections 12 and 13 of the Plan.
4.~~Restrictions~~. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the Restricted Period shall be wholly ineffective and, if any such attempt is made, then the Restricted Stock will be forfeited by the Participant and all of the Participant’s rights to such shares shall immediately terminate without any payment or consideration by the Company.
5.~~Rights as Shareholder; Dividends~~.
5.1The Participant shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, any stock dividends or other stock distributions paid on account of the Restricted Stock shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid.
5.2The Company shall evidence the Participant’s interest in the Restricted Stock by using a restricted book entry account in the Company’s stockholder records. Physical stock certificates shall not be issued by the Company in connection with the grant of the Restricted Stock.
5.3If the Participant forfeits any rights that he or she has under this Agreement in accordance with Section 3, then the Participant shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares.
6.~~No Right to Continued Service~~. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position with the Company or an Affiliate, including, without limitation, as an Employee, Consultant or Director. Further, nothing in the Plan or this Agreement shall be construed so as to limit the discretion of the Company to terminate the Participant’s Continuous Service at any time, with or without Cause.
7.~~Adjustments~~. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock shall be adjusted or terminated in any manner as contemplated by Section 12 of the Plan.
~~8.~~~~Tax Liability and Withholding~~.
8.1If the Participant is an Employee, then the Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. If the Participant is a non-Employee Director or Consultant, then the Company may withhold, or require the Participant to pay or reimburse the Company for, any taxes that the Company determines are required to be withheld under federal, state or local law in connection with the grant or vesting of the Restricted Stock.
8.2Notwithstanding any action that the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility, and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Participant’s liability for Tax-Related Items.
9.~~Section 83(b) Election~~. The Participant may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Participant elects to make a Section 83(b) Election, then the Participant shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the United States Internal Revenue Service (the “IRS”). The Participant agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the IRS and for all tax consequences resulting from the Section 83(b) Election.
10.~~Compliance with Law~~. The issuance of the Restricted Stock and transfer of shares of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company is under no obligation to register its Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.
11.~~Legends~~. A legend or other restrictive order may be placed on any book entry shareholder records of the Company indicating restrictions on transferability of the shares of Restricted Stock pursuant to this Agreement or any other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of Common Stock are then listed or quoted.
12.~~Notices~~. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.
13.~~Governing Law~~. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to its internal conflict of law principles.
14.~~Interpretation~~. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review; provided, that, if the Participant serves on the Committee, then the Participant shall be excluded from the review of such dispute. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.
15.~~Restricted Stock Subject to Plan~~. This Agreement is subject to the Plan, as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
16.~~Successors and Assigns~~. The Company may assign any of its rights under this Agreement. This Agreement will be binding on and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding on the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.
17.~~Severability~~. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
18.~~Discretionary Nature of Plan~~. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any Restricted Stock or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company or membership on the Board, as applicable.
19.~~Amendment~~. The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively; provided, however, that no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.
20.~~No Impact on Other Benefits~~. The value of the Restricted Stock is not part of the Participant’s normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit to which Participant may be entitled.
21.~~Counterparts~~. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document will have the same effect as physical delivery of the paper document bearing an original signature.
~~22.~~~~Acceptance~~. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying shares and that the Participant has been advised to consult a tax advisor prior to such grant, vesting or disposition.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| FIRST US BANCSHARES, INC. |
|---|
| By: |
| Name: |
| Title: |
| PARTICIPANT |
| --- |
| By: |
| Name: |
5
fusb-ex21_10.htm
EXHIBIT 21
Subsidiaries of First US Bancshares, Inc.
| Name of Subsidiary | State of Organization |
|---|---|
| First US Bank | Alabama |
| Acceptance Loan Company, Inc.<br><br><br>(subsidiary of First US Bank) | Alabama |
| FUSB Reinsurance, Inc.<br><br><br>(subsidiary of First US Bank) | Arizona |
fusb-ex23_9.htm
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference of our report dated March 18, 2020, relating to our audit of the First US Bancshares, Inc. and subsidiaries’ (the “Company”) consolidated financial statements as of and for the year ended December 31, 2019, which appears in this Annual Report on Form 10-K, in the Company’s following Registration Statements:
| ● | Registration Statement No. 333–111071 on Form S-3, |
|---|---|
| ● | Registration Statement No. 333–37995 on Form S-8, |
| --- | --- |
| ● | Registration Statement No. 333–110013 on Form S-8, |
| --- | --- |
| ● | Registration Statement No. 333–112127 on Form S-8, |
| --- | --- |
| ● | Registration Statement No. 333–189113 on Form S-8, |
| --- | --- |
| ● | Registration Statement No. 333–189767 on Form S-8, and |
| --- | --- |
| ● | Registration Statement No. 333–233118 on Form S-8. |
| --- | --- |
/s/ Carr, Riggs & Ingram, LLC
Atlanta, Georgia
March 18, 2020
fusb-ex311_8.htm
EXHIBIT 31.1
CERTIFICATION
I, James F. House, certify that:
| 1. | I have reviewed this annual report on Form 10-K of First US Bancshares, Inc.; | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| --- | --- | |
| 3. | Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| --- | --- | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| --- | --- | |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| --- | --- | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| --- | --- | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| --- | --- | |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
| --- | --- | |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| --- | --- | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| --- | --- | |
| Date: March 18, 2020 | By: | /s/ James F. House |
| --- | --- | --- |
| James F. House<br><br><br>President and Chief Executive Officer |
fusb-ex312_7.htm
EXHIBIT 31.2
CERTIFICATION
I, Thomas S. Elley, certify that:
| 1. | I have reviewed this annual report on Form 10-K of First US Bancshares, Inc.; | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| --- | --- | |
| 3. | Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| --- | --- | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| --- | --- | |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| --- | --- | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| --- | --- | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| --- | --- | |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
| --- | --- | |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| --- | --- | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| --- | --- | |
| Date: March 18, 2020 | By: | /s/ Thomas S. Elley |
| --- | --- | --- |
| Thomas S. Elley<br><br><br>Vice President, Treasurer, Assistant Secretary, Chief Financial Officer and Principal Accounting Officer |
fusb-ex32_6.htm
EXHIBIT 32
CERTIFICATION
PURSUANT TO 18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, James F. House, President and Chief Executive Officer of First US Bancshares, Inc., and Thomas S. Elley, Vice President, Treasurer, Assistant Secretary, Chief Financial Officer and Principal Accounting Officer of First US Bancshares, Inc., certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K of First US Bancshares, Inc. for the fiscal year ended December 31, 2019, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of First US Bancshares, Inc.
| /s/ James F. House |
|---|
| James F. House<br><br><br>President and Chief Executive Officer<br><br><br>March 18, 2020 |
| /s/ Thomas S. Elley |
| Thomas S. Elley<br><br><br>Vice President, Treasurer, Assistant Secretary, Chief<br><br><br>Financial Officer and Principal Accounting Officer<br><br><br>March 18, 2020 |