8-K
PEOPLES BANCORP OF NORTH CAROLINA INC (PEBK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 20, 2020
Peoples Bancorp of North Carolina, Inc.
(Exact Name of Registrant as Specified in Its Charter)
North Carolina
(State or Other Jurisdiction of Incorporation)
| 000-27205 | 56-2132396 |
|---|---|
| (Commission<br>File No.) | (IRS<br>Employer Identification No.) |
| 518 West C Street, Newton, North Carolina | 28658 |
| --- | --- |
| (Address<br>of Principal Executive Offices) | (Zip<br>Code) |
(828) 464-5620
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Peoples Bancorp of North Carolina, Inc.
INDEX
| Page | |
|---|---|
| Item<br>2.02 – Results of Operations and Financial<br>Condition | 3 |
| Item<br>9.01 – Financial Statements and Exhibits | 3 |
| Signatures | 4 |
| Exhibit<br>(99)(a) Press Release dated April 20, 2020 | 5 |
2
Item 2.02. Results of Operations and Financial Condition
On April 20, 2020, Peoples Bancorp of North Carolina, Inc. issued a press release announcing first quarter 2020 earnings results.
A copy of the press release is attached hereto as Exhibit (99)(a) and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
(99)(a) Press Release dated April 20, 2020
Disclosure about forward-looking statements
Statements made in this Form 8-K, other than those concerning historical information, should be considered forward-looking statements pursuant to the safe harbor provisions of the Securities Exchange Act of 1934 and the Private Securities Litigation Act of 1995. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management and on the information available to management at the time that this report was prepared. These statements can be identified by the use of words like “expect,” “anticipate,” “estimate,” and “believe,” variations of these words and other similar expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, changes in interest rate environment, management’s business strategy, national, regional, and local market conditions and legislative and regulatory conditions.
The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PEOPLES BANCORP OF<br>NORTH CAROLINA, INC. | ||
|---|---|---|
| Date: April 20,<br>2020 | By: | /s/ A. Joseph Lampron,<br>Jr. |
| A. Joseph Lampron,<br>Jr. | ||
| Executive Vice<br>President and Chief Financial Officer |
4
pebk_ex99a
Exhibit 99(a)
NEWS RELEASE
April 20, 2020
| Contact: | Lance A. Sellers |
|---|---|
| President and Chief Executive Officer | |
| A. Joseph Lampron, Jr. | |
| Executive Vice President and Chief Financial Officer | |
| 828-464-5620, Fax 828-465-6780 |
For Immediate Release
PEOPLES BANCORP ANNOUNCES FIRST QUARTER EARNINGS RESULTS
Peoples Bancorp of North Carolina, Inc. (NASDAQ: PEBK), the parent company of Peoples Bank, reported first quarter earnings results with highlights as follows:
First quarter highlights:
●
Net earnings were $2.4 million or $0.40 basic and diluted net earnings per share for the three months ended March 31, 2020, as compared to $3.7 million or $0.61 basic and diluted net earnings per share for the same period one year ago.
●
Total loans increased $57.0 million to $880.6 million at March 31, 2020, compared to $823.6 million at March 31, 2019.
●
Core deposits were $961.2 million or 97.69% of total deposits at March 31, 2020, compared to $887.6 million or 97.74% of total deposits at March 31, 2019.
Lance A. Sellers, President and Chief Executive Officer, attributed the decrease in first quarter net earnings to a decrease in net interest income, an increase in the provision for loan losses and an increase in non-interest expense, which were partially offset by an increase in non-interest income during the three months ended March 31, 2020, compared to the three months ended March 31, 2019, as discussed below.
Net interest income was $11.2 million for the three months ended March 31, 2020, compared to $11.4 million for the three months ended March 31, 2019. The decrease in net interest income was primarily due to a $284,000 increase in interest expense, which was partially offset by a $67,000 increase in interest income. The increase in interest income was primarily attributable to an increase in the average outstanding balance of fed funds sold, compared to the same period last year. The increase in interest expense was primarily due to an increase in interest rates on deposits. Net interest income after the provision for loan losses was $9.7 million for the three months ended March 31, 2020, compared to $11.2 million for the three months ended March 31, 2019. The provision for loan losses for the three months ended March 31, 2020 was $1.5 million, compared to $178,000 for the three months ended March 31, 2019. The increase in the provision for loan losses is primarily attributable to increases in the qualitative factors applied in the Company’s Allowance for Loan and Lease Losses (“ALLL”) model due to the impact to the economy from the COVID-19 pandemic and a $57.0 million increase in loans from March 31, 2019 to March 31, 2020. The ALLL model also includes reserves on $57.4 million in loans with payment modifications made in March 2020 as a result of the COVID-19 pandemic.
Non-interest income was $4.6 million for the three months ended March 31, 2020, compared to $4.1 million for the three months ended March 31, 2019. The increase in non-interest income is primarily attributable to a $488,000 increase in appraisal management fee income due to an increase in the volume of appraisals.
Non-interest expense was $11.4 million for the three months ended March 31, 2020, compared to $10.9 million for the three months ended March 31, 2019. The increase in non-interest expense was primarily attributable to a $77,000 increase in salaries and benefits expense, a $184,000 increase in occupancy expense and a $372,000 increase in appraisal management fee expense. The increase in salaries and benefits expense was primarily attributable to an increase in salary expense primarily due to annual salary increases and an increase in insurance costs. The increase in occupancy expense was primarily due to increases in depreciation and maintenance expenses. The increase in appraisal management fee expense was primarily due to an increase in the volume of appraisals.
Income tax expense was $467,000 for the three months ended March 31, 2020, compared to $785,000 for the three months ended March 31, 2019. The effective tax rate was 16.48% for the three months ended March 31, 2020, compared to 17.63% for the three months ended March 31, 2019.
Total assets were $1.2 billion as of March 31, 2020, compared to $1.1 billion at March 31, 2019. Available for sale securities were $201.5 million as of March 31, 2020, compared to $184.4 million as of March 31, 2019. Total loans were $880.6 million as of March 31, 2020, compared to $823.6 million as of March 31, 2019.
Non-performing assets were $4.0 million or 0.32% of total assets at March 31, 2020, compared to $2.9 million or 0.25% of total assets at March 31, 2019. Non-performing assets include $3.6 million in commercial and residential mortgage loans and $412,000 in other loans at March 31, 2020, compared to $2.7 million in commercial and residential mortgage loans, $89,000 in other loans and $27,000 in other real estate owned at March 31, 2019.
The allowance for loan losses at March 31, 2020 was $8.1 million or 0.92% of total loans, compared to $6.6 million or 0.80% of total loans at March 31, 2019. Management believes the current level of the allowance for loan losses is adequate; however, there is no assurance that additional adjustments to the allowance will not be required because of changes in economic conditions, regulatory requirements or other factors.
Deposits were $984.0 million at March 31, 2020, compared to $908.1 million at March 31, 2019. Core deposits, which include noninterest-bearing demand deposits, NOW, MMDA, savings and non-brokered certificates of deposit of denominations less than $250,000, were $961.2 million at March 31, 2020, compared to $887.6 million at March 31, 2019. Certificates of deposit in amounts of $250,000 or more totaled $22.7 million at March 31, 2020, compared to $20.4 million at March 31, 2019.
Securities sold under agreements to repurchase were $28.5 million at March 31, 2020, compared to $41.2 million at March 31, 2019. The decrease in securities sold under agreements to repurchase is primarily due to approximately $21.0 million transferred from securities sold under agreements to repurchase to MMDA during the third quarter of 2019.
Borrowings from the Federal Home Loan Bank of Atlanta (“FHLB”) totaled $70.0 million at March 31, 2020, compared to zero at March 31, 2019. The increase in FHLB borrowings reflects a new $70.0 million FHLB advance executed in February 2020 to take advantage of a ten-year convertible advance program available from the FHLB at a rate of 0.58%.
Junior subordinated debentures were $15.5 million at March 31, 2020, compared to $20.6 million at March 31, 2019. The decrease in junior subordinated debentures is the result of a $5.0 million redemption of the Company’s outstanding trust preferred securities during the fourth quarter of 2019.
Shareholders’ equity was $133.9 million, or 10.75% of total assets, at March 31, 2020, compared to $126.6 million, or 11.39% of total assets, at March 31, 2019. The Company repurchased 126,800 shares of its common stock during the three months ended March 31, 2020 under the Company’s stock repurchase program, which was funded in January 2020.
Peoples Bank currently operates 19 banking offices entirely in North Carolina, with offices in Catawba, Alexander, Lincoln, Mecklenburg, Iredell and Wake Counties. Peoples Bank also operates loan production offices in Lincoln, Mecklenburg and Durham Counties. The Company’s common stock is publicly traded and is quoted on the Nasdaq Global Market under the symbol “PEBK.”
Statements made in this press release, other than those concerning historical information, should be considered forward-looking statements pursuant to the safe harbor provisions of the Securities Exchange Act of 1934 and the Private Securities Litigation Act of 1995. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management and on the information available to management at the time that this release was prepared. These statements can be identified by the use of words like “expect,” “anticipate,” “estimate,” and “believe,” variations of these words and other similar expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, (1) competition in the markets served by Peoples Bank, (2) changes in the interest rate environment, (3) general national, regional or local economic conditions may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and the possible impairment of collectibility of loans, (4) legislative or regulatory changes, including changes in accounting standards, (5) significant changes in the federal and state legal and regulatory environment and tax laws, (6) the impact of changes in monetary and fiscal policies, laws, rules and regulations and (7) other risks and factors identified in the Company’s other filings with the Securities and Exchange Commission, including but not limited to those described in the Company’s annual report on Form 10-K for the year ended December 31, 2020.
CONSOLIDATED BALANCE SHEETS
March 31, 2020, December 31, 2019 and March 31, 2019
(Dollars in thousands)
| December<br>31,<br><br><br>2019 | March<br>31,<br><br><br>2019 | |
|---|---|---|
| (Audited) | (Unaudited) | |
| ASSETS: | ||
| Cash and due from<br>banks | $48,337 | $35,318 |
| Interest-bearing<br>deposits | 720 | 15,896 |
| Federal funds<br>sold | 3,330 | - |
| Cash and cash<br>equivalents | 52,387 | 51,214 |
| Investment<br>securities available for sale | 195,746 | 184,428 |
| Other<br>investments | 4,231 | 4,329 |
| Total<br>securities | 199,977 | 188,757 |
| Mortgage loans held<br>for sale | 4,417 | 361 |
| Loans | 849,874 | 823,557 |
| Less: Allowance for<br>loan losses | (6,680) | (6,561) |
| Net<br>loans | 843,194 | 816,996 |
| Premises and<br>equipment, net | 18,604 | 18,247 |
| Cash surrender<br>value of life insurance | 16,319 | 16,031 |
| Accrued interest<br>receivable and other assets | 19,984 | 19,542 |
| Total<br>assets | $1,154,882 | $1,111,148 |
| LIABILITIES<br>AND SHAREHOLDERS' EQUITY: | ||
| Deposits: | ||
| Noninterest-bearing<br>demand | $338,004 | $310,053 |
| NOW, MMDA &<br>savings | 516,757 | 493,773 |
| Time, 250,000 or<br>more | 34,269 | 20,362 |
| Other<br>time | 77,487 | 83,926 |
| Total<br>deposits | 966,517 | 908,114 |
| Securities sold<br>under agreements to repurchase | 24,221 | 41,231 |
| FHLB<br>borrowings | - | - |
| Junior subordinated<br>debentures | 15,619 | 20,619 |
| Accrued interest<br>payable and other liabilities | 14,405 | 14,600 |
| Total<br>liabilities | 1,020,762 | 984,564 |
| Shareholders'<br>equity: | ||
| Series A preferred<br>stock, 1,000 stated value; authorized | ||
| 5,000,000 shares;<br>no shares issued and outstanding | - | - |
| Common stock, no<br>par value; authorized | ||
| 20,000,000 shares;<br>issued and outstanding | ||
| 5,787,504 shares<br>3/31/20, | ||
| 5,912,300 shares<br>12/31/19, 5,997,136 shares 3/31/19 | 59,813 | 62,151 |
| Retained<br>earnings | 70,663 | 62,757 |
| Accumulated other<br>comprehensive income | 3,644 | 1,676 |
| Total shareholders'<br>equity | 134,120 | 126,584 |
| Total liabilities<br>and shareholders' equity | $1,154,882 | $1,111,148 |
All values are in US Dollars.
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended March 31, 2020 and 2019
(Dollars in thousands, except per share amounts)
| Three<br>months ended | ||
|---|---|---|
| March<br>31, | ||
| 2020 | 2019 | |
| (Unaudited) | (Unaudited) | |
| INTEREST<br>INCOME: | ||
| Interest and fees<br>on loans | $10,680 | $10,619 |
| Interest on due<br>from banks | 43 | 14 |
| Interest on federal<br>funds sold | 123 | - |
| Interest on<br>investment securities: | ||
| U.S. Government<br>sponsored enterprises | 685 | 673 |
| State and political<br>subdivisions | 641 | 834 |
| Other | 78 | 43 |
| Total interest<br>income | 12,250 | 12,183 |
| INTEREST<br>EXPENSE: | ||
| NOW, MMDA &<br>savings deposits | 525 | 282 |
| Time<br>deposits | 277 | 151 |
| FHLB<br>borrowings | 64 | 46 |
| Junior subordinated<br>debentures | 130 | 226 |
| Other | 45 | 52 |
| Total interest<br>expense | 1,041 | 757 |
| NET<br>INTEREST INCOME | 11,209 | 11,426 |
| PROVISION<br>FOR LOAN LOSSES | 1,521 | 178 |
| NET<br>INTEREST INCOME AFTER | ||
| PROVISION<br>FOR LOAN LOSSES | 9,688 | 11,248 |
| NON-INTEREST<br>INCOME: | ||
| Service<br>charges | 1,108 | 1,093 |
| Other service<br>charges and fees | 193 | 169 |
| Gain on sale of<br>securities | - | 231 |
| Mortgage banking<br>income | 322 | 147 |
| Insurance and<br>brokerage commissions | 242 | 231 |
| Appraisal<br>management fee income | 1,350 | 862 |
| Miscellaneous | 1,380 | 1,387 |
| Total non-interest<br>income | 4,595 | 4,120 |
| NON-INTEREST<br>EXPENSES: | ||
| Salaries and<br>employee benefits | 5,724 | 5,647 |
| Occupancy | 1,921 | 1,737 |
| Appraisal<br>management fee expense | 1,034 | 662 |
| Other | 2,770 | 2,870 |
| Total non-interest<br>expense | 11,449 | 10,916 |
| EARNINGS BEFORE<br>INCOME TAXES | 2,834 | 4,452 |
| INCOME<br>TAXES | 467 | 785 |
| NET<br>EARNINGS | $2,367 | $3,667 |
| PER<br>SHARE AMOUNTS | ||
| Basic net<br>earnings | $0.40 | $0.61 |
| Diluted net<br>earnings | $0.40 | $0.61 |
| Cash<br>dividends | $0.30 | $0.24 |
| Book<br>value | $23.13 | $21.11 |
FINANCIAL HIGHLIGHTS
For the three months ended March 31, 2020 and 2019
(Dollars in thousands)
| Three<br>months ended | ||
|---|---|---|
| March<br>31, | ||
| 2020 | 2019 | |
| (Unaudited) | (Unaudited) | |
| SELECTED<br>AVERAGE BALANCES: | ||
| Available for sale<br>securities | $188,870 | $189,790 |
| Loans | 861,634 | 815,203 |
| Earning<br>assets | 1,103,948 | 1,013,310 |
| Assets | 1,196,938 | 1,091,822 |
| Deposits | 973,285 | 895,708 |
| Shareholders'<br>equity | 134,186 | 125,349 |
| SELECTED<br>KEY DATA: | ||
| Net interest margin<br>(tax equivalent) | 4.14% | 4.66% |
| Return on average<br>assets | 0.80% | 1.36% |
| Return on average<br>shareholders' equity | 7.09% | 11.86% |
| Shareholders'<br>equity to total assets (period end) | 10.75% | 11.39% |
| ALLOWANCE<br>FOR LOAN LOSSES: | ||
| Balance, beginning<br>of period | $6,680 | $6,445 |
| Provision for loan<br>losses | 1,521 | 178 |
| Charge-offs | (210) | (164) |
| Recoveries | 121 | 102 |
| Balance, end of<br>period | $8,112 | $6,561 |
| ASSET<br>QUALITY: | ||
| Non-accrual<br>loans | $3,966 | $2,802 |
| 90 days past due<br>and still accruing | 34 | - |
| Other real estate<br>owned | - | 27 |
| Total<br>non-performing assets | $4,000 | $2,829 |
| Non-performing<br>assets to total assets | 0.32% | 0.25% |
| Loans modifications<br>related to COVID-19 | $57,366 | $- |
| Allowance for loan<br>losses to non-performing assets | 202.80% | 231.92% |
| Allowance for loan<br>losses to total loans | 0.92% | 0.80% |
LOAN RISK GRADE ANALYSIS:
| Percentage<br>of Loans | ||
|---|---|---|
| By<br>Risk Grade | ||
| 3/31/2020 | 3/31/2019 | |
| Risk Grade 1<br>(excellent quality) | 0.52% | 0.70% |
| Risk Grade 2 (high<br>quality) | 23.89% | 24.99% |
| Risk Grade 3 (good<br>quality) | 63.29% | 61.41% |
| Risk Grade 4<br>(management attention) | 10.06% | 10.57% |
| Risk Grade 5<br>(watch) | 1.41% | 1.56% |
| Risk Grade 6<br>(substandard) | 0.83% | 0.78% |
| Risk Grade 7<br>(doubtful) | 0.00% | 0.00% |
| Risk Grade 8<br>(loss) | 0.00% | 0.00% |
At March 31, 2020, including non-accrual loans, there were two relationships exceeding $1.0 million in the Watch risk grade (which totaled $3.1 million). There were no relationships exceeding $1.0 million in the Substandard risk grade.