SFDL 10-Q
Security Federal Corp (SFDL)
10-Q
2022-05-16
For: 2022-03-31
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark one)
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022
FOR THE TRANSITION PERIOD:
| FROM: | TO: | ||||||||||
COMMISSION FILE NUMBER: 000-16120
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||||||||
(Address of principal executive office and Zip Code)
(803 ) 641-3000
(Registrant’s telephone number, including area code)
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 [ X ] 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 [ X ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | ☐ | Smaller reporting company | ||||||||||||||||||
| ☒ | Emerging growth company | |||||||||||||||||||
| Accelerated filer | ☐ | |||||||||||||||||||
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.
| YES | NO | |||||||||||||||||||
Indicate by check mark whether the registrant is a shell corporation (defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act: None
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.
| CLASS: | OUTSTANDING SHARES AT: | SHARES: | ||||||||||||||||||
Common Stock, par value $0.01 per share | May 16, 2022 | |||||||||||||||||||
1
PART I. | FINANCIAL INFORMATION (UNAUDITED) | PAGE NO. | ||||||
Item 1. | Financial Statements (unaudited): | 3 | ||||||
Consolidated Balance Sheets at March 31, 2022 and December 31, 2021 | 3 | |||||||
Consolidated Statements of Income for the Three Months Ended March 31, 2022 and 2021 | 4 | |||||||
Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2022 and 2021 | 5 | |||||||
Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2022 and 2021 | 6 | |||||||
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 | 7 | |||||||
Notes to Consolidated Financial Statements | 8 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 | ||||||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 38 | ||||||
Item 4. | Controls and Procedures | 38 | ||||||
PART II. | OTHER INFORMATION | |||||||
Item 1. | Legal Proceedings | 39 | ||||||
Item 1A. | Risk Factors | 39 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 39 | ||||||
Item 3. | Defaults Upon Senior Securities | 39 | ||||||
Item 4. | Mine Safety Disclosures | 39 | ||||||
Item 5. | Other Information | 39 | ||||||
Item 6. | Exhibits | 39 | ||||||
Signatures | 41 | |||||||
SCHEDULES OMITTED
All schedules other than those indicated above are omitted because of the absence of the conditions under which they are required or because the information is included in the consolidated financial statements and related notes.
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Part 1. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
| March 31, 2022 | December 31, 2021 | ||||||||||
| (Unaudited) | (Audited) | ||||||||||
| ASSETS: | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Certificates of Deposit with Other Banks | |||||||||||
| Investments: | |||||||||||
| Available For Sale ("AFS") | |||||||||||
Held To Maturity ("HTM") (Fair Value of $ | |||||||||||
| Total Investments | |||||||||||
| Loans Receivable, Net: | |||||||||||
| Held For Sale | |||||||||||
Held For Investment (Net of Allowance of $ | |||||||||||
| Total Loans Receivable, Net | |||||||||||
| Accrued Interest Receivable: | |||||||||||
| Loans | |||||||||||
| Investments | |||||||||||
| Total Accrued Interest Receivable | |||||||||||
| Operating Lease Right-of-Use ("ROU") Assets | |||||||||||
| Land Held for Sale | 1,190,347 | 1,529,691 | |||||||||
| Premises and Equipment, Net | 25,968,849 | 25,236,915 | |||||||||
| Federal Home Loan Bank ("FHLB") Stock, at Cost | 650,500 | 585,700 | |||||||||
| Other Real Estate Owned ("OREO") | 129,700 | 129,700 | |||||||||
| Bank Owned Life Insurance ("BOLI") | 26,867,138 | 26,709,897 | |||||||||
| Goodwill | |||||||||||
| Other Assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES: | |||||||||||
| Deposit Accounts | $ | $ | |||||||||
| Other Borrowings | |||||||||||
| Junior Subordinated Debentures | |||||||||||
| Subordinated Debentures | |||||||||||
| Operating Lease Liabilities | |||||||||||
| Other Liabilities | |||||||||||
| Total Liabilities | $ | $ | |||||||||
| SHAREHOLDERS’ EQUITY: | |||||||||||
Common Stock, $ | $ | $ | |||||||||
| Additional Paid-In Capital ("APIC") | |||||||||||
Treasury Stock, at Cost ( | ( | ( | |||||||||
| Accumulated Other Comprehensive (Loss) Income ("AOCI") | ( | ||||||||||
| Retained Earnings | |||||||||||
| Total Shareholders' Equity | $ | $ | |||||||||
| Total Liabilities and Shareholders' Equity | $ | $ | |||||||||
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Interest Income: | |||||||||||
| Loans | $ | $ | |||||||||
| Investments | |||||||||||
| Other | |||||||||||
| Total Interest Income | |||||||||||
| Interest Expense: | |||||||||||
| Deposits | 470,067 | ||||||||||
| FHLB Advances and Other Borrowed Money | |||||||||||
| Subordinated Debentures | |||||||||||
| Junior Subordinated Debentures | |||||||||||
| Total Interest Expense | |||||||||||
| Net Interest Income | |||||||||||
| Reversal of Provision for Loan Losses | ( | ||||||||||
| Net Interest Income After Provision for Loan Losses | |||||||||||
| Non-Interest Income: | |||||||||||
| Gain on Sale of Loans | |||||||||||
| Service Fees on Deposit Accounts | |||||||||||
| Commissions From Insurance Agency | |||||||||||
| Trust Income | |||||||||||
| BOLI Income | 157,241 | 165,000 | |||||||||
| ATM and Check Card Fee Income | |||||||||||
| Other | |||||||||||
| Total Non-Interest Income | |||||||||||
| Non-Interest Expense: | |||||||||||
| Compensation and Employee Benefits | |||||||||||
| Occupancy | |||||||||||
| Advertising | |||||||||||
| Depreciation and Maintenance of Equipment | |||||||||||
| FDIC Insurance Premiums | |||||||||||
| Net Recovery from Operation of OREO | — | ( | |||||||||
| Writedown of Land Held for Sale | 339,344 | — | |||||||||
| Consulting | |||||||||||
| Debit Card Expenses | 283,789 | 258,663 | |||||||||
| Other | |||||||||||
| Total Non-Interest Expense | 7,609,684 | ||||||||||
| Income Before Income Taxes | |||||||||||
| Provision For Income Taxes | |||||||||||
| Net Income | |||||||||||
| Net Income Per Common Share (Basic) | $ | $ | |||||||||
| Cash Dividend Per Share on Common Stock | $ | $ | |||||||||
| Weighted Average Shares Outstanding (Basic) | |||||||||||
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss (Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net Income | $ | $ | |||||||||
| Other Comprehensive Loss: | |||||||||||
Unrealized Holding Losses on Securities AFS, Net of Taxes of $( | ( | ( | |||||||||
Amortization of Unrealized Gains on AFS Securities Transferred to HTM, Net of Taxes of $( | ( | ( | |||||||||
| Other Comprehensive Loss, Net of Tax | ( | ( | |||||||||
| Comprehensive Loss | $ | ( | $ | ( | |||||||
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
For the Three Months Ended March 31, 2022 and 2021
| Common Stock | APIC | Treasury Stock | AOCI | Retained Earnings | Total | ||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| Net Income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other Comprehensive Loss, Net of Tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Cash Dividends on Common Stock | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| Common Stock | APIC | Treasury Stock | AOCI | Retained Earnings | Total | ||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| Net Income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other Comprehensive Loss, Net of Tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Cash Dividends on Common Stock | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
6
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net Income | $ | $ | |||||||||
| Adjustments To Reconcile Net Income To Net Cash Provided By Operating Activities: | |||||||||||
| Depreciation Expense | |||||||||||
| Discount Accretion and Premium Amortization, net | |||||||||||
| Reversal of Provision for Loan Losses | ( | ||||||||||
| Earnings on BOLI | ( | ( | |||||||||
| Gain on Sales of Loans | ( | ( | |||||||||
| Gain on Sales of OREO | ( | ||||||||||
| Write Down of Land Held for Sale | 339,344 | — | |||||||||
| Amortization of Operating Lease ROU Assets | |||||||||||
| Proceeds From Sale of Loans Held For Sale | |||||||||||
| Origination of Loans Held For Sale | ( | ( | |||||||||
| Increase in Accrued Interest Receivable: | |||||||||||
| Loans | ( | ( | |||||||||
| Investments | ( | ( | |||||||||
| Other, Net | ( | ||||||||||
| Net Cash Provided By Operating Activities | $ | $ | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchase of Investments AFS | $ | ( | $ | ( | |||||||
| Proceeds from Paydowns and Maturities of Investments AFS | |||||||||||
| Proceeds from Paydowns and Maturities of Investments HTM | |||||||||||
| Proceeds from Redemption of Certificates of Deposits with Other Banks | |||||||||||
| Purchase of FHLB Stock | ( | ||||||||||
| Redemption of FHLB Stock | |||||||||||
| Increase in Loans Receivable | ( | ( | |||||||||
| Proceeds From Sale of OREO | |||||||||||
| Purchase and Improvement of Premises and Equipment | ( | ( | |||||||||
| Net Cash Used By Investing Activities | $ | ( | $ | ( | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Increase in Deposit Accounts | $ | $ | |||||||||
| Increase in Other Borrowings, Net | |||||||||||
| Proceeds from FRB Borrowings | |||||||||||
| Repayment of FRB Borrowings | ( | ( | |||||||||
| Dividends to Common Stock Shareholders | ( | ( | |||||||||
| Net Cash Provided By Financing Activities | $ | $ | |||||||||
| Net Increase in Cash and Cash Equivalents | |||||||||||
| Cash and Cash Equivalents at Beginning of Period | |||||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||||
| Cash Paid for Interest | $ | $ | |||||||||
| Non-Cash Transactions: | |||||||||||
| Other Comprehensive Loss | (20,222,858) | (5,465,436) | |||||||||
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
7
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1 - BASIS OF PRESENTATION
NOTE 2 - PRINCIPLES OF CONSOLIDATION
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Security Federal Bank (the “Bank”) and the Bank’s wholly owned subsidiaries, Security Federal Insurance, Inc. (“SFINS”), Security Federal Investments, Inc. ("SFINV") and Security Financial Services Corporation (“SFSC”). SFINS is an insurance agency offering auto, business, health and home insurance. SFINS has a wholly owned subsidiary, Collier Jennings Financial Corporation, which has as subsidiaries Security Federal Auto Insurance, The Auto Insurance Store Inc., and Security Federal Premium Pay Plans Inc. Security Federal Premium Pay Plans Inc. has one wholly owned premium finance subsidiary and also has an ownership interest in four other premium finance subsidiaries. SFINV was formed to hold investment securities and allow for better management of the securities portfolio. SFSC is currently inactive. All significant intercompany transactions and balances have been eliminated in consolidation.
The Company has a wholly owned subsidiary, Security Federal Statutory Trust (the “Trust”), which issued and sold fixed and floating rate capital securities of the Trust. However, under current accounting guidance, the Trust is not consolidated in the Company’s financial statements. The Bank is primarily engaged in the business of accepting savings and demand deposits and originating mortgage loans and other loans to individuals and small businesses for various personal and commercial purposes.
NOTE 3 - CRITICAL ACCOUNTING POLICIES
The Company has adopted various accounting policies, which govern the application of accounting principles generally accepted in the United States in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to the audited consolidated financial statements at December 31, 2021 included in our 2021 Annual Report to Shareholders. Certain accounting policies involve significant judgments and assumptions by management, which have a material impact on the carrying value of certain assets and liabilities, and, as such, have a greater possibility of producing results that could be materially different than originally reported. We consider these accounting policies to be critical accounting policies. The judgments and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgments and assumptions we make, actual results could differ from these judgments and estimates which could have a material impact on our carrying values of assets and liabilities and our results of operations.
8
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
While management uses the best information available to make evaluations, future adjustments may be necessary if economic conditions differ substantially from the assumptions used in making these evaluations. The allowance for loan losses is subject to periodic evaluations by our bank regulatory agencies, including the Board of Governors of the Federal Reserve System ("Federal Reserve"), the FDIC and the South Carolina Board of Financial Institutions, which may require adjustments to be made to the allowance based upon the information that is available at the time of their examination.
The Company values impaired loans at the loan’s fair value if it is probable that the Company will be unable to collect all amounts due according to the terms of the loan agreement at the present value of expected cash flows, the market price of the loan, if available, or the value of the underlying collateral. Expected cash flows are required to be discounted at the loan’s effective interest rate. When the ultimate collectability of an impaired loan’s principal is in doubt, wholly or partially, all cash receipts are applied to principal. When this doubt does not exist, cash receipts are applied under the contractual terms of the loan agreement first to interest and then to principal. Once the recorded principal balance has been reduced to zero, future cash receipts are applied to interest income to the extent that any interest has been foregone. Further cash receipts are recorded as recoveries of any amounts previously charged off.
NOTE 4 - EARNINGS PER SHARE
Accounting guidance specifies the computation, presentation and disclosure requirements for earnings per share (“EPS”) for entities with publicly held common stock or potential common stock such as options, warrants, convertible securities or contingent stock agreements if those securities trade in a public market. Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding. Diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive common shares had been issued. The dilutive effect of options outstanding under the Company’s stock option plan is reflected in diluted EPS by application of the treasury stock method. There were no stock options outstanding at March 31, 2022 or 2021; and therefore, no dilutive options were included in the calculation of diluted EPS for those periods. The following tables include a summary of the Company's basic EPS for the three months ended March 31, 2022 and 2021.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||||||||
| Income | Shares | EPS | Income | Shares | EPS | ||||||||||||||||||||||||||||||
| Basic EPS | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
NOTE 5 - STOCK-BASED COMPENSATION
9
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 6 - INVESTMENTS, AVAILABLE FOR SALE ("AFS")
The amortized cost, gross unrealized gains, gross unrealized losses, and fair values of investments available for sale at the dates indicated were as follows:
| March 31, 2022 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| Student Loan Pools | $ | $ | $ | ||||||||||||||||||||
| Small Business Administration (“SBA”) Bonds | |||||||||||||||||||||||
| Tax Exempt Municipal Bonds | |||||||||||||||||||||||
| Taxable Municipal Bonds | |||||||||||||||||||||||
| Mortgage-Backed Securities | |||||||||||||||||||||||
| Total Available For Sale | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| Student Loan Pools | $ | $ | $ | $ | |||||||||||||||||||
| SBA Bonds | |||||||||||||||||||||||
| Tax Exempt Municipal Bonds | |||||||||||||||||||||||
| Taxable Municipal Bonds | |||||||||||||||||||||||
| Mortgage-Backed Securities | |||||||||||||||||||||||
| Total Available For Sale | $ | $ | $ | $ | |||||||||||||||||||
Student Loan Pools are typically 97% guaranteed by the United States government while SBA bonds are 100% backed by the full faith and credit of the United States government. The majority of the mortgage-backed securities included in the tables above and below are issued or guaranteed by an agency of the United States government such as Ginnie Mae, or by Government Sponsored Entities ("GSEs"), including Fannie Mae and Freddie Mac. Ginnie Mae mortgage-backed securities are backed by the full faith and credit of the United States government, while those issued by GSEs are not.
Also included in mortgage-backed securities in the tables above and below are private label collateralized mortgage obligation ("CMO") securities, which are issued by non-governmental real estate mortgage investment conduits and are not backed by the full faith and credit of the United States government. At March 31, 2022, the Bank held AFS private label CMO mortgage-backed securities with an amortized cost and fair value of $62.5 million and $60.3 million, compared to an amortized cost and fair value of $41.8 million and $41.7 million at December 31, 2021, respectively.
The amortized cost and fair value of investments AFS at March 31, 2022 are shown below by contractual maturity. Expected maturities will differ from contractual maturities because borrowers have the right to prepay obligations with or without call or prepayment penalties. Since mortgage-backed securities are not due at a single maturity date, they are disclosed separately, rather than allocated over the maturity groupings set forth in the table below.
| March 31, 2022 | |||||||||||
| Investment Securities AFS: | Amortized Cost | Fair Value | |||||||||
| One Year or Less | $ | $ | |||||||||
| After One – Five Years | |||||||||||
| After Five – Ten Years | |||||||||||
| More Than Ten Years | |||||||||||
| Mortgage-Backed Securities AFS | |||||||||||
| Total AFS | $ | $ | |||||||||
10
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
At March 31, 2022, the amortized cost and fair value of investments AFS pledged as collateral for certain deposit accounts, FHLB advances and other borrowings were $330.4 million and $326.1 million, respectively, compared to an amortized cost and fair value of $335.6 million and $342.6 million, respectively, at December 31, 2021.
There were no sales of AFS securities during the three months ended March 31, 2022 and 2021; and therefore, no proceeds from sales, gross gains or gross losses were recorded during those periods.
The following tables show gross unrealized losses and fair value, aggregated by investment category, and length of time that the individual available for sale securities were in a continuous unrealized loss position at the dates indicated.
| March 31, 2022 | ||||||||||||||||||||||||||
| Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||||
| Student Loan Pools | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| SBA Bonds | ||||||||||||||||||||||||||
| Tax Exempt Municipal Bonds | ||||||||||||||||||||||||||
| Taxable Municipal Bonds | ||||||||||||||||||||||||||
| Mortgage-Backed Securities | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||||
| Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||||
| Student Loan Pools | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| SBA Bonds | ||||||||||||||||||||||||||
| Taxable Municipal Bonds | ||||||||||||||||||||||||||
| Mortgage-Backed Securities | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
Securities classified as available for sale are recorded at fair market value. At March 31, 2022 and December 31, 2021, 347 and 199 individual AFS securities were in a loss position, including 92 and 83 securities that were in a loss position for greater than 12 months, respectively. The Company has the ability and intent to hold these securities until such time as the value recovers or the securities mature. The Company believes, based on industry analyst reports and credit ratings, that the deterioration in value is attributable to changes in market interest rates and is not in the credit quality of the issuer and therefore, these losses are not considered other-than-temporary. The Company reviews its investment securities portfolio at least quarterly and more frequently when economic conditions warrant, assessing whether there is any indication of other-than-temporary impairment (“OTTI”).
Additional deterioration in market and economic conditions related to the novel coronavirus of 2019 (“COVID-19”) pandemic may, however, have an adverse impact on credit quality in the future and result in OTTI charges. Factors considered in the review include estimated future cash flows, length of time and extent to which market value has been less than cost, the financial condition and near term prospects of the issuer, and our intent and ability to retain the security to allow for an anticipated recovery in market value. If the review determines that there is OTTI, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made, or the Company may recognize a portion in other comprehensive income. The fair value of investments on which OTTI is recognized then becomes the new cost basis of the investment. There was no OTTI recognized during the three months ended March 31, 2022 and the year ended December 31, 2021.
11
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 7 - INVESTMENTS, HELD TO MATURITY ("HTM")
The Company’s HTM portfolio is recorded at amortized cost. At March 31, 2022 and December 31, 2021, the Company's entire HTM portfolio was comprised of Fannie Mae, Freddie Mac and Ginnie Mae mortgage-backed securities. The amortized cost, gross unrealized gains, gross unrealized losses, and fair values of held to maturity securities at those dates were as follows:
| March 31, 2022 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||
Mortgage-Backed Securities (1) | $ | $ | $ | $ | |||||||||||||||||||
| Total Held To Maturity | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2021 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||
Mortgage-Backed Securities (1) | $ | $ | $ | $ | |||||||||||||||||||
| Total Held To Maturity | $ | $ | $ | $ | |||||||||||||||||||
(1) COMPRISED OF MORTGAGE-BACKED SECURITIES OF GSEs OR GNMA
The Company has not invested in any private label mortgage-backed securities classified as HTM. At March 31, 2022, the amortized cost and fair value of investments HTM that were pledged as collateral for certain deposit accounts, FHLB advances and other borrowings were $8.6 million and $8.7 million, respectively, compared to an amortized cost and fair value of $9.0 million and $9.5 million, respectively, at December 31, 2021.
The following tables show gross unrealized losses, fair value, and length of time that individual HTM securities have been in a continuous unrealized loss position at the dates indicated below.
| March 31, 2022 | ||||||||||||||||||||||||||
| Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||||
Mortgage-Backed Securities (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
(1) COMPRISED OF MORTGAGE-BACKED SECURITIES OF GSEs OR GNMA
| December 31, 2021 | ||||||||||||||||||||||||||
| Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||||
Mortgage-Backed Securities (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
(1) COMPRISED OF MORTGAGE-BACKED SECURITIES OF GSEs OR GNMA
At March 31, 2022 and December 31, 2021, 11 and six individual HTM securities were in a loss position, including two securities that were in a loss position for greater than 12 months at both periods. The Company believes, based on industry analyst reports and credit ratings, that the deterioration in value was attributable to changes in market interest rates and was not in the credit quality of the issuer and therefore, the loss was not considered other-than-temporary. The Company has the ability and intent to hold these securities to maturity.
12
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 8 - LOANS RECEIVABLE, NET
Loans receivable, net, consisted of the following as of the dates indicated below:
| March 31, 2022 | December 31, 2021 | ||||||||||
| Real Estate Loans: | |||||||||||
| Construction | $ | 101,702,355 | $ | 100,162,260 | |||||||
| Residential Mortgage | |||||||||||
| Commercial | |||||||||||
| Commercial and Agricultural Loans | |||||||||||
| Consumer Loans: | |||||||||||
| HELOC | |||||||||||
| Other Consumer | 21,936,673 | 21,449,809 | |||||||||
| Total Loans Held For Investment, Gross | |||||||||||
| Less: | |||||||||||
| Allowance For Loan Losses | |||||||||||
| Deferred Loan Fees | |||||||||||
| Total Loans Receivable, Net | $ | $ | |||||||||
During the first quarter of 2022, the Bank continued its participation in the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”), by processing applications for PPP loan forgiveness. PPP loans are included in Commercial and Agricultural loans in the tables above and below and had a total balance of $3.5 million at March 31, 2022 compared to $9.8 million at December 31, 2021. The balance of unamortized net deferred fees on PPP loans was $179,000 at March 31, 2022 compared to $441,000 at December 31, 2021.
The Company uses a risk based approach based on the following credit quality measures when analyzing the loan portfolio: pass, caution, special mention, and substandard. These indicators are used to rate the credit quality of loans for the purposes of determining the Company’s allowance for loan losses. Pass loans are loans that are performing and are deemed adequately protected by the net worth of the borrower or the underlying collateral value. These loans are considered to have the least amount of risk in terms of determining the allowance for loan losses. Loans that are graded as substandard are considered to have the most risk. These loans typically have an identified weakness or weaknesses and are inadequately protected by the net worth of the borrower or collateral value. All loans 90 days or more past due are automatically classified in this category. The caution and special mention categories fall in between the pass and substandard grades and consist of loans that do not currently expose the Company to sufficient risk to warrant adverse classification but possess weaknesses.
The tables below summarize the balance within each risk category by loan type, excluding loans held for sale, at March 31, 2022 and December 31, 2021.
| March 31, 2022 | Pass | Caution | Special Mention | Substandard | Total Loans | ||||||||||||||||||||||||
| Construction Real Estate | $ | 76,989,251 | $ | 20,082,910 | $ | 4,265,573 | $ | 364,621 | $ | 101,702,355 | |||||||||||||||||||
| Residential Real Estate | |||||||||||||||||||||||||||||
| Commercial Real Estate | |||||||||||||||||||||||||||||
| Commercial and Agricultural | |||||||||||||||||||||||||||||
| Consumer HELOC | |||||||||||||||||||||||||||||
| Other Consumer | 15,372,103 | 6,352,561 | 77,086 | 134,923 | 21,936,673 | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
13
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
| December 31, 2021 | Pass | Caution | Special Mention | Substandard | Total Loans | ||||||||||||||||||||||||
| Construction Real Estate | $ | 67,205,984 | $ | 25,867,339 | $ | 6,566,302 | $ | 522,635 | $ | 100,162,260 | |||||||||||||||||||
| Residential Real Estate | |||||||||||||||||||||||||||||
| Commercial Real Estate | |||||||||||||||||||||||||||||
| Commercial and Agricultural | |||||||||||||||||||||||||||||
| Consumer HELOC | |||||||||||||||||||||||||||||
| Other Consumer | 15,059,609 | 6,244,382 | 85,673 | 60,145 | 21,449,809 | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Past Due and Non-accrual Loans
The tables below present an age analysis of past due balances by loan category at March 31, 2022 and December 31, 2021:
| March 31, 2022 | |||||||||||||||||||||||||||||||||||
30-59 Days Past Due | 60-89 Days Past Due | 90 Days or More Past Due | Total Past Due | Current | Total Loans Receivable | ||||||||||||||||||||||||||||||
| Construction Real Estate | $ | 317,228 | $ | — | $ | — | $ | 317,228 | $ | 101,385,127 | $ | 101,702,355 | |||||||||||||||||||||||
| Residential Real Estate | |||||||||||||||||||||||||||||||||||
| Commercial Real Estate | |||||||||||||||||||||||||||||||||||
| Commercial and Agricultural | |||||||||||||||||||||||||||||||||||
| Consumer HELOC | |||||||||||||||||||||||||||||||||||
| Other Consumer | 166,499 | 53,778 | 15,486 | 235,763 | 21,700,910 | 21,936,673 | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||||||||||||||
30-59 Days Past Due | 60-89 Days Past Due | 90 Days or More Past Due | Total Past Due | Current | Total Loans Receivable | ||||||||||||||||||||||||||||||
| Construction Real Estate | $ | 4,291 | $ | 114,516 | $ | — | $ | 118,807 | $ | 100,043,453 | $ | 100,162,260 | |||||||||||||||||||||||
| Residential Real Estate | |||||||||||||||||||||||||||||||||||
| Commercial Real Estate | |||||||||||||||||||||||||||||||||||
| Commercial and Agricultural | |||||||||||||||||||||||||||||||||||
| Consumer HELOC | |||||||||||||||||||||||||||||||||||
| Other Consumer | 93,560 | 3,648 | 8,797 | 106,005 | 21,343,804 | 21,449,809 | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
At March 31, 2022 and December 31, 2021, the Company did not have any loans that were 90 days or more past due and still accruing interest. The Company's strategy is to work with its borrowers to reach acceptable payment plans while protecting its interests in the existing collateral. In the event an acceptable arrangement cannot be reached, the Company may have to acquire these properties through foreclosure or other means and subsequently sell, develop, or liquidate them.
14
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The following table shows non-accrual loans by category at March 31, 2022 compared to December 31, 2021:
| Non-accrual Loans: | March 31, 2022 | December 31, 2021 | |||||||||
| Construction Real Estate | $ | 19,799 | $ | 21,434 | |||||||
| Residential Real Estate | |||||||||||
| Commercial Real Estate | |||||||||||
| Commercial and Agricultural | |||||||||||
| Consumer HELOC | |||||||||||
| Other Consumer | 14,265 | 8,797 | |||||||||
| Total Non-accrual Loans | $ | $ | |||||||||
Allowance for Loan Losses
The following tables show the activity in the allowance for loan losses by category for the three months ended March 31, 2022 and 2021:
| Three Months Ended March 31, 2022 | |||||||||||||||||||||||
| Real Estate | Consumer | ||||||||||||||||||||||
| Construction | Residential | Commercial | Commercial and Agricultural | HELOC | Other | Total | |||||||||||||||||
| Beginning Balance | $ | 2,401,196 | $ | $ | $ | $ | $ | 430,765 | $ | ||||||||||||||
| Provision for Loan Losses | (73,215) | ( | ( | 23,566 | |||||||||||||||||||
| Charge-Offs | — | (31,871) | ( | ||||||||||||||||||||
| Recoveries | 8,602 | 10,334 | |||||||||||||||||||||
| Ending Balance | $ | 2,336,583 | $ | $ | $ | $ | $ | 432,794 | $ | ||||||||||||||
| Three Months Ended March 31, 2021 | |||||||||||||||||||||||
| Real Estate | Consumer | ||||||||||||||||||||||
| Construction | Residential | Commercial | Commercial and Agricultural | HELOC | Other | Total | |||||||||||||||||
| Beginning Balance | $ | 2,486,910 | $ | 2,264,414 | $ | 5,753,641 | $ | 1,112,952 | $ | 657,356 | $ | 567,623 | $ | 12,842,896 | |||||||||
| Recovery of Loan Losses | (161,817) | (320,905) | (272,740) | (28,303) | (55,793) | (30,442) | (870,000) | ||||||||||||||||
| Charge-Offs | — | — | — | (6,699) | — | (38,277) | (44,976) | ||||||||||||||||
| Recoveries | — | 70 | 8,640 | 948 | — | 9,295 | 18,953 | ||||||||||||||||
| Ending Balance | $ | 2,325,093 | $ | 1,943,579 | $ | 5,489,541 | $ | 1,078,898 | $ | 601,563 | $ | 508,199 | $ | 11,946,873 | |||||||||
15
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Allowance for Loan Losses and Loans Receivable Evaluated for Impairment
The tables below summarize the impaired loan balances evaluated individually and collectively for impairment within the allowance for loan losses and loans receivable balances at March 31, 2022 and December 31, 2021.
| Allowance For Loan Losses | Loans Receivable | ||||||||||||||||||||||
| March 31, 2022 | Individually Evaluated For Impairment | Collectively Evaluated For Impairment | Total | Individually Evaluated For Impairment | Collectively Evaluated For Impairment | Total | |||||||||||||||||
| Construction Real Estate | $ | — | $ | 2,336,583 | $ | 2,336,583 | $ | 17,889 | $ | 101,684,466 | $ | 101,702,355 | |||||||||||
| Residential Real Estate | 1,225,909 | 83,573,709 | 84,799,618 | ||||||||||||||||||||
| Commercial Real Estate | — | 4,932,948 | 4,932,948 | 1,029,627 | 240,018,400 | 241,048,027 | |||||||||||||||||
| Commercial and Agricultural | 31,446 | 33,822,653 | 33,854,099 | ||||||||||||||||||||
| Consumer HELOC | 95,854 | 29,313,365 | 29,409,219 | ||||||||||||||||||||
| Other Consumer | — | 21,936,673 | 21,936,673 | ||||||||||||||||||||
| Total | $ | $ | $ | $ | 2,400,725 | $ | 510,349,266 | $ | 512,749,991 | ||||||||||||||
| Allowance For Loan Losses | Loans Receivable | ||||||||||||||||||||||
| December 31, 2021 | Individually Evaluated For Impairment | Collectively Evaluated For Impairment | Total | Individually Evaluated For Impairment | Collectively Evaluated For Impairment | Total | |||||||||||||||||
| Construction Real Estate | $ | — | $ | 2,401,196 | $ | 2,401,196 | $ | 19,133 | $ | 100,143,127 | $ | 100,162,260 | |||||||||||
| Residential Real Estate | — | 1,663,423 | 1,663,423 | 1,128,452 | 83,837,090 | 84,965,542 | |||||||||||||||||
| Commercial Real Estate | — | 4,832,440 | 4,832,440 | 1,046,974 | 226,704,690 | 227,751,664 | |||||||||||||||||
| Commercial and Agricultural | — | 1,241,828 | 1,241,828 | 31,446 | 44,657,945 | 44,689,391 | |||||||||||||||||
| Consumer HELOC | — | 517,512 | 517,512 | 97,302 | 28,514,214 | 28,611,516 | |||||||||||||||||
| Other Consumer | — | 430,765 | 430,765 | — | 21,449,809 | 21,449,809 | |||||||||||||||||
| Total | $ | — | $ | 11,087,164 | $ | 11,087,164 | $ | 2,323,307 | $ | 505,306,875 | $ | 507,630,182 | |||||||||||
Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Non-accrual commercial loans under $200,000 and non-accrual consumer loans under $100,000 are considered immaterial and are excluded from the impairment review. Once a loan is identified as individually impaired, management measures the impairment and records the loan at fair value. Fair value is estimated using one of the following methods: fair value of the collateral less estimated costs to sell, discounted cash flows, or market value of the loan based on similar debt. The fair value of the collateral less estimated costs to sell is the most frequently used method.
16
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The following tables present information related to impaired loans by loan category at March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021.
| March 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Impaired Loans | Recorded Investment | Unpaid Principal Balance | Related Allowance | Recorded Investment | Unpaid Principal Balance | Related Allowance | |||||||||||||||||
| Construction Real Estate | $ | 17,889 | $ | 17,889 | $ | — | $ | 19,133 | $ | 19,133 | $ | — | |||||||||||
| Residential Real Estate | 1,225,909 | 1,762,909 | — | 1,128,452 | 1,646,952 | — | |||||||||||||||||
| Commercial Real Estate | 1,029,627 | 1,029,627 | — | 1,046,974 | 1,046,974 | — | |||||||||||||||||
| Commercial and Agricultural | 31,446 | 926,446 | — | 31,446 | 926,446 | — | |||||||||||||||||
| Consumer HELOC | 95,854 | 95,854 | — | 97,302 | 97,302 | — | |||||||||||||||||
| Other Consumer | — | — | — | — | — | — | |||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Impaired Loans | Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | |||||||||||||
| Construction Real Estate | $ | 18,511 | $ | — | $ | 39,303 | $ | — | |||||||||
| Residential Real Estate | |||||||||||||||||
| Commercial Real Estate | |||||||||||||||||
| Commercial and Agricultural | |||||||||||||||||
| Consumer HELOC | |||||||||||||||||
| Other Consumer | — | — | 1,787 | — | |||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
Troubled Debt Restructurings and Loan Modifications
In the course of resolving delinquent loans, the Bank may choose to restructure the contractual terms of certain loans. A troubled debt restructuring ("TDR") is a restructuring in which the Bank, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to a borrower that it would not otherwise consider (FASB ASC Topic 310-40). The concessions granted on TDRs generally include terms to reduce the interest rate, extend the term of the debt obligation, or modify the payment structure on the debt obligation. The Bank grants such concessions to reassess the borrower’s financial status and develop a plan for repayment.
At the date of modification, TDRs are initially classified as nonaccrual TDRs. They are returned to accruing status when there is economic substance to the restructuring, there is documented credit evaluation of the borrower's financial condition, the remaining balance is reasonably assured of repayment in accordance with its modified terms, and the borrower has demonstrated sustained repayment performance in accordance with the modified terms for a reasonable period of time (generally a minimum of six months).
The Bank had three TDRs with a combined balance of $680,000 included in impaired loans at March 31, 2022 compared to three TDRs with a combined balance of $694,000 at December 31, 2021. There were no loans restructured as TDRs during the three months ended March 31, 2022 or the three months ended March 31, 2021 and no TDRs in default at that dates. The Bank considers any loan 30 days or more past due to be in default. At March 31, 2022 and December 31, 2021, the Bank had no commitments to extend additional credit to borrowers whose loan terms have been modified in a TDR. All TDRs are also classified as impaired loans and are included in the loans individually evaluated for impairment.
17
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Our policy with respect to accrual of interest on loans restructured as a TDR follows relevant supervisory guidance. That is, if a borrower has demonstrated performance under the previous loan terms and shows capacity to perform under the restructured loan terms, continued accrual of interest at the restructured interest rate is probable. If a borrower was materially delinquent on payments prior to the restructuring but shows capacity to meet the restructured loan terms, the loan will likely continue as nonaccrual going forward. Lastly, if the borrower does not perform under the restructured terms, the loan is placed on nonaccrual status.
The Bank will continue to closely monitor these loans and will cease accruing interest on them if management believes that the borrowers may not continue performing based on the restructured note terms. If, after previously being classified as a TDR, a loan is restructured a second time, then that loan is automatically placed on nonaccrual status. The Bank's policy with respect to nonperforming loans requires the borrower to become current and then make a minimum of six consecutive payments in accordance with the loan terms before that loan can be placed back on accrual status. Further, the borrower must show capacity to continue performing into the future prior to restoration of accrual status.
NOTE 9 - DEPOSITS
Deposits outstanding as of March 31, 2022 and December 31, 2021 are summarized below by account type.
| Deposit Account Type | March 31, 2022 | December 31, 2021 | ||||||||||||
| Checking | $ | 497,262,504 | $ | 495,467,035 | ||||||||||
| Money Market | 374,957,870 | 366,065,262 | ||||||||||||
| Savings | 101,386,737 | 97,068,740 | ||||||||||||
| Certificates of Deposit | 152,328,211 | 157,361,926 | ||||||||||||
| Total | $ | 1,125,935,322 | $ | 1,115,962,963 | ||||||||||
The Bank had $5.0 million in other brokered deposits, which are included in checking and money market deposits above, at March 31, 2022 and December 31, 2021. In addition, the Bank had $10.0 million in brokered time deposits at March 31, 2022 and December 31, 2021. At March 31, 2022 and December 31, 2021, the Bank had $67,000 and $68,000, respectively, in overdrafts that were reclassified to loans.
Certificate of deposits that met or exceeded the FDIC insurance limit of $250,000 were $27.9 million and $39.4 million at March 31, 2022 and December 31, 2021, respectively.
The amounts and scheduled maturities of all certificates of deposit were as follows at March 31, 2022 and December 31, 2021:
| March, 31 2022 | December 31, 2021 | ||||||||||
| Within 1 Year | $ | 113,847,310 | $ | 118,119,148 | |||||||
| After 1 Year, Within 2 Years | 25,348,765 | 26,189,318 | |||||||||
| After 2 Years, Within 3 Years | 7,911,044 | 7,148,260 | |||||||||
| After 3 Years, Within 4 Years | 2,696,274 | 2,815,491 | |||||||||
| After 4 Years, Within 5 Years | 2,524,818 | 3,089,709 | |||||||||
| Total Certificates of Deposits | $ | 152,328,211 | $ | 157,361,926 | |||||||
NOTE 10 - BORROWINGS
The Bank had $34.3 million and $26.8 million in other borrowings at March 31, 2022 and December 31, 2021, respectively. These borrowings consist of short-term repurchase agreements with certain commercial demand deposit customers for sweep accounts. The repurchase agreements typically mature within one to three days and the interest rate paid on these borrowings floats monthly with money market type rates. The interest rate paid on the repurchase agreements was 0.15% at both March 31, 2022 and December 31, 2021. Collateral pledged by the Bank for these repurchase agreements consisted of investments with a combined amortized cost and fair value of $48.0 million and $47.2 million at March 31, 2022 and $45.3 million and $45.2 million at December 31, 2021, respectively.
18
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 11 - SUBORDINATED DEBENTURES
Junior Subordinated Debentures
In September 2006, Security Federal Statutory Trust (the "Trust"), issued and sold fixed and floating rate capital securities of the Trust (the “Capital Securities”). The Trust used the net proceeds from the sale of the Capital Securities to purchase a like amount of junior subordinated debentures (the “Debentures”) of the Company which are reported on the Consolidated Balance Sheets as junior subordinated debentures. The Capital Securities accrue and pay distributions at a floating rate of three month LIBOR plus 170 basis points annually which was equal to 2.53% at March 31, 2022 compared to 1.90% at December 31, 2021. The distribution rate payable on the Capital Securities is cumulative and payable quarterly in arrears. The Capital Securities mature or are mandatorily redeemable upon maturity on December 15, 2036, or upon earlier optional redemption as provided in the indenture. The Company has the right to redeem the Capital Securities in whole or in part.
Subordinated Debentures
In November 2019, the Company sold and issued to certain institutional investors $17.5 million in aggregate principal amount of 5.25% fixed-to-floating rate subordinated notes due 2029 (the “10-Year Notes”) and $12.5 million in aggregate principal amount of 5.25% fixed-to-floating rate subordinated notes due 2034 (the “15-Year Notes”, and together with the 10-Year Notes, the “Notes”).
The 10-Year Notes have a stated maturity of November 22, 2029, and bear interest at a fixed rate of 5.25% per year, from and including November 22, 2019 but excluding November 22, 2024. From and including November 22, 2024 to but excluding the maturity date or early redemption date, the interest rate shall reset semi-annually to an interest rate equal to the then-current three-month LIBOR rate plus 369 basis points.
The 15-Year Notes have a stated maturity of November 22, 2034, and bear interest at a fixed rate of 5.25% per year, from and including November 22, 2019 but excluding November 22, 2029. From and including November 22, 2029 to but excluding the maturity date or early redemption date, the interest rate for the 15-Year Notes shall reset semi-annually to an interest rate equal to the then-current three-month LIBOR rate plus 357 basis points. The Notes are payable semi-annually in arrears on June 1 and December 1 of each year commencing June 1, 2020.
The Notes are not subject to redemption at the option of the holder and may be redeemed by the Company only under certain limited circumstances prior to November 22, 2024, with respect to the 10-Year Notes, and November 22, 2029, with respect to the 15-Year Notes. The Company may redeem the 10-Year Notes and the 15-Year Notes at its option, in whole at any time, or in part from time to time, after November 22, 2024 and November 22, 2029, respectively. The Notes are unsecured, subordinated obligations of the Company and rank junior in right to payment to the Company’s current and future senior indebtedness, and each Note is equal in right to payment with respect to the other Notes. The Company used the net proceeds from the sale of the Notes to fund the redemption of the Convertible Debentures and for general corporate purposes.
19
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 12 - REGULATORY MATTERS
The Bank, as a state-chartered, federally insured savings bank, is subject to the capital requirements established by the FDIC. Under the FDIC's capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.
The Company is a bank holding company registered with the Federal Reserve. Bank holding companies are subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve. For a bank holding company with less than $3.0 billion in assets, the capital guidelines apply on a bank only basis and the Federal Reserve expects the holding company's subsidiary banks to be well-capitalized under the prompt corrective action regulations.
Based on its capital levels at March 31, 2022, the Bank exceeded all regulatory capital requirements as of that date. Consistent with the Bank's goals to operate a sound and profitable organization, it is the Bank's policy to maintain a "well-capitalized" status under the regulatory capital categories of the FDIC. Based on capital levels at March 31, 2022, the Bank was considered to be "well-capitalized" under applicable regulatory requirements. Management monitors the capital levels to provide for current and future business opportunities and to maintain the Bank's "well-capitalized" status.
The tables below provide the Bank’s regulatory capital requirements and actual results at the dates indicated.
| Actual | For Capital Adequacy | To Be "Well-Capitalized" | |||||||||||||||||||||||||||||||||
| Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||||||||||||||
March 31, 2022 | Dollars in Thousands | ||||||||||||||||||||||||||||||||||
| Tier 1 Risk-Based Core Capital (To Risk Weighted Assets) | $ | 125,668 | 18.1% | $ | 41,742 | $ | 55,656 | ||||||||||||||||||||||||||||
| Total Risk-Based Capital (To Risk Weighted Assets) | 134,394 | 19.3% | 55,656 | 69,571 | |||||||||||||||||||||||||||||||
| Common Equity Tier 1 Capital (To Risk Weighted Assets) | 125,668 | 18.1% | 31,307 | 4.5% | 45,221 | 6.5% | |||||||||||||||||||||||||||||
| Tier 1 Leverage (Core) Capital (To Adjusted Tangible Assets) | 125,668 | 9.7% | 51,952 | 64,940 | |||||||||||||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||||||||||||||
| Tier 1 Risk-Based Core Capital (To Risk Weighted Assets) | $ | 123,783 | 17.4% | $ | 42,701 | $ | 56,934 | ||||||||||||||||||||||||||||
| Total Risk-Based Capital (To Risk Weighted Assets) | 132,706 | 18.6% | 56,934 | 71,168 | |||||||||||||||||||||||||||||||
| Common Equity Tier 1 Capital (To Risk Weighted Assets) | 123,783 | 17.4% | 32,025 | 4.5% | 46,259 | 6.5% | |||||||||||||||||||||||||||||
| Tier 1 Leverage (Core) Capital (To Adjusted Tangible Assets) | 123,783 | 9.9% | 50,169 | 62,711 | |||||||||||||||||||||||||||||||
In addition to the minimum capital requirements, the Bank must maintain a capital conservation buffer, which consists of additional CET1 capital greater than 2.5% of risk weighted assets above the required minimum levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses. At March 31, 2022, the Bank’s conservation buffer was 11.3%.
20
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS
GAAP requires the Company to disclose fair value of financial instruments measured at amortized cost on the balance sheet and to measure that fair value using an exit price notion, the price that would be received for an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date under current market conditions.
Accounting guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The following three levels of inputs may be used to measure fair value:
| Level 1 - | Quoted Market Price in Active Markets Valuation is based upon quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as U.S. Treasuries and money market funds. | ||||
| Level 2 - | Significant Other Observable Inputs Valuation is based upon quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments, mortgage-backed securities, municipal bonds, corporate debt securities and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes certain derivative contracts. | ||||
| Level 3 - | Significant Unobservable Inputs Valuation is generated from model-based techniques that use at least one significant assumption based on unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. | ||||
The following is a description of the valuation methodologies used for assets and liabilities recorded at fair value.
Investment Securities AFS
Investment securities available for sale are recorded at fair value on a recurring basis. At March 31, 2022, the Company’s investment portfolio was comprised of student loan pools, government and agency bonds, mortgage-backed securities issued by government agencies or GSEs, private label CMO mortgage-backed securities and municipal securities. Fair value measurement is based upon prices obtained from third party pricing services that use independent pricing models which rely on a variety of factors including reported trades, broker/dealer quotes, benchmark yields, economic and industry events and other relevant market information. As a result, these securities are classified as Level 2.
Mortgage Loans Held for Sale
The Company originates fixed rate residential loans on a servicing released basis in the secondary market. Loans closed but not yet settled with the FHLMC or other investors, are carried in the Company’s loans held for sale portfolio. These loans are fixed rate residential loans that have been originated in the Company’s name and have closed. Virtually all of these loans have commitments to be purchased by investors and the majority of these loans were locked in by price with the investors on the same day or shortly thereafter that the loan was locked in with the Company’s customers. Therefore, these loans present very little market risk for the Company. The Company usually delivers a commitment to, and receives funding from, the investor within 30 days. Commitments to sell these loans to the investor are considered derivative contracts and are sold to investors on a “best efforts" basis. The Company is not obligated to deliver a loan or pay a penalty if a loan is not delivered to the investor.
21
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
As a result of the short-term nature of these derivative contracts, the fair value of the mortgage loans held for sale in most cases is the same as the value of the loan amount at its origination. These loans are classified as Level 2.
Land Held for Sale
Land held for sale is reported at the lower of the carrying amount or fair value less costs to sell. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral less estimated selling costs. The Company records land held for sale as nonrecurring level 3.
Impaired Loans
Loans that are considered impaired are recorded at fair value on a nonrecurring basis. Once a loan is considered impaired, the fair value is measured using one of several methods, including fair value of the collateral less estimated costs to sell, discounted cash flows, or market value of the loan based on similar debt. Those impaired loans not requiring a specific charge against the allowance represent loans for which the fair value of the expected repayments or collateral meet or exceed the recorded investment in the loan. Loans which are deemed to be impaired are primarily valued on a nonrecurring basis at the fair value of the underlying real estate collateral. Such fair values are obtained using independent appraisals, which the Company considers to be Level 3 inputs.
Other Real Estate Owned
Fair value adjustments to OREO are recorded at the lower of carrying amount of the loan or fair value of the collateral less selling costs. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Foreclosed assets are recorded as nonrecurring Level 3.
Assets measured at fair value on a recurring basis were as follows at March 31, 2022 and December 31, 2021:
| March 31, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||
| Student Loan Pools | $ | — | $ | $ | — | $ | — | $ | $ | — | |||||||||||||||||||||||||
| SBA Bonds | — | — | — | — | |||||||||||||||||||||||||||||||
| Tax Exempt Municipal Bonds | — | — | — | — | |||||||||||||||||||||||||||||||
| Taxable Municipal Bonds | — | — | — | — | |||||||||||||||||||||||||||||||
| Mortgage-Backed Securities | — | — | — | — | |||||||||||||||||||||||||||||||
| Total | $ | — | $ | $ | — | $ | — | $ | $ | — | |||||||||||||||||||||||||
There were no liabilities measured at fair value on a recurring basis at March 31, 2022 or December 31, 2021.
22
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. The tables below present assets measured at fair value on a nonrecurring basis at March 31, 2022 and December 31, 2021, aggregated by the level in the fair value hierarchy within which those measurements fall.
| March 31, 2022 | |||||||||||||||||||||||
| Assets: | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Mortgage Loans Held For Sale | $ | $ | $ | $ | |||||||||||||||||||
Collateral Dependent Impaired Loans (1) | |||||||||||||||||||||||
| Other Real Estate Owned | 129,700 | ||||||||||||||||||||||
| Land Held for Sale | — | — | 1,190,347 | 1,190,347 | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||
| Assets: | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Mortgage Loans Held For Sale | $ | $ | $ | $ | |||||||||||||||||||
Collateral Dependent Impaired Loans (1) | |||||||||||||||||||||||
| Other Real Estate Owned | 129,700 | ||||||||||||||||||||||
| Land Held for Sale | — | — | 1,529,691 | 1,529,691 | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
There were no liabilities measured at fair value on a nonrecurring basis at March 31, 2022 or December 31, 2021.
For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis at March 31, 2022 and December 31, 2021, the significant unobservable inputs used in the fair value measurements were as follows:
| Valuation | Significant | March 31, 2022 | December 31, 2021 | |||||||||||
| Level 3 Assets | Technique | Unobservable Inputs | Range of Inputs | Range of Inputs | ||||||||||
| Land Held for Sale | Appraised Value/Comparable Sales | Discounts to appraised values for estimated holding or selling costs | 10% | 10% | ||||||||||
| Collateral Dependent Impaired Loans | Appraised Value/ Discounted Cash Flows | |||||||||||||
| Other Real Estate Owned | Appraised Value/Comparable Sales | |||||||||||||
For assets and liabilities not presented on the balance sheet at fair value, the following methods are used to determine fair value:
Cash and Cash Equivalents—The carrying amount of these financial instruments approximates fair value. All mature within 90 days and do not present unanticipated credit concerns.
Certificates of Deposit with Other Banks—Fair value is based on market prices for similar assets.
Investment Securities Held to Maturity—Securities held to maturity are valued at quoted market prices or dealer quotes.
Loans Receivable, Net—The fair value of loans is estimated using an exit price notion. The exit price notion uses a discounted cash flows technique to calculate the present value of expected future cash flows for a financial instrument and also incorporates other factors, such as enhanced credit risk, illiquidity risk and market factors that sometimes exist in exit prices in dislocated markets. The credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. The Company’s loan portfolio is initially fair valued using a segmented approach. The Company divides its loan portfolio into the following categories: commercial real estate, other commercial, residential real estate, consumer and all other loans. The results are then adjusted to account for credit risk as described above.
23
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
A further credit risk discount must be applied through the use of a discounted cash flow model to compensate for illiquidity risk, based on certain assumptions included within the discounted cash flow model, primarily the use of discount rates that better capture inherent credit risk over the lifetime of a loan. This consideration of enhanced credit risk provides an estimated exit price for the Company’s loan portfolio. For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values approximate carrying values.
FHLB Stock—The fair value approximates the carrying value.
Deposits—The fair value of demand deposits, savings accounts, and money market accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposits is estimated by discounting the future cash flows using rates currently offered for deposits of similar remaining maturities.
FHLB Advances and Borrowings from the FRB—Fair value is estimated using discounted cash flows with current market rates for borrowings with similar terms. The Company had no outstanding FHLB advances or FRB borrowings as of March 31, 2022 or December 31, 2021.
Other Borrowed Money—The carrying value of these short term borrowings approximates fair value.
Subordinated Debentures—The fair value is estimated by discounting the future cash flows using the current rates at which similar debenture offerings with similar terms and maturities would be issued by similar institutions. As discount rates are based on current debenture rates as well as management estimates, the fair values presented may not be indicative of the value negotiated in an actual sale.
Junior Subordinated Debentures—The carrying value of junior subordinated debentures approximates fair value.
The following tables provide a summary of the carrying value and estimated fair value of the Company’s financial instruments at March 31, 2022 and December 31, 2021 presented in accordance with the applicable accounting guidance.
March 31, 2022 | Carrying | Fair Value | |||||||||||||||||||||||||||
| Amount | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| Financial Assets: | Dollars in thousands | ||||||||||||||||||||||||||||
| Cash and Cash Equivalents | $ | 31,110 | $ | $ | $ | $ | |||||||||||||||||||||||
| Certificates of Deposits with Other Banks | 1,100 | ||||||||||||||||||||||||||||
| Investment Securities, Available for Sale | 668,058 | 668,058 | — | 668,058 | — | ||||||||||||||||||||||||
| Investment Securities, Held to Maturity | 22,061 | ||||||||||||||||||||||||||||
| Loans Receivable, Net | 500,774 | ||||||||||||||||||||||||||||
| Loans Held for Sale | 3,585 | 3,585 | — | — | 3,585 | ||||||||||||||||||||||||
| FHLB Stock | 651 | ||||||||||||||||||||||||||||
| Land Held for Sale | 1,190 | 1,190 | — | — | 1,190 | ||||||||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||||||||
| Deposits: | |||||||||||||||||||||||||||||
| Checking, Savings & Money Market Accounts | $ | 973,607 | $ | $ | $ | $ | |||||||||||||||||||||||
| Certificates of Deposits | 152,328 | ||||||||||||||||||||||||||||
| Other Borrowed Money | 34,252 | ||||||||||||||||||||||||||||
| Subordinated Debentures | 30,000 | 29,144 | — | 29,144 | — | ||||||||||||||||||||||||
| Junior Subordinated Debentures | |||||||||||||||||||||||||||||
24
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
| December 31, 2021 | Carrying | Fair Value | |||||||||||||||||||||||||||
| Amount | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| Financial Assets: | Dollars in thousands | ||||||||||||||||||||||||||||
| Cash and Cash Equivalents | $ | 27,623 | $ | $ | $ | $ | |||||||||||||||||||||||
| Certificates of Deposits with Other Banks | 1,100 | ||||||||||||||||||||||||||||
| Investment Securities, Available for Sale | 682,849 | ||||||||||||||||||||||||||||
| Investment Securities, Held to Maturity | 23,507 | 23,720 | — | 23,720 | — | ||||||||||||||||||||||||
| Loans Receivable, Net | 495,458 | ||||||||||||||||||||||||||||
| Loans Held for Sale | 4,038 | 4,038 | — | — | 4,038 | ||||||||||||||||||||||||
| FHLB Stock | 586 | ||||||||||||||||||||||||||||
| Land Held for Sale | 1,530 | 1,530 | — | — | 1,530 | ||||||||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||||||||
| Deposits: | |||||||||||||||||||||||||||||
| Checking, Savings & Money Market Accounts | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Certificates of Deposits | |||||||||||||||||||||||||||||
| Other Borrowed Money | 26,785 | ||||||||||||||||||||||||||||
| Subordinated Debentures | 30,000 | 30,154 | — | 30,154 | — | ||||||||||||||||||||||||
| Junior Subordinated Debentures | |||||||||||||||||||||||||||||
At March 31, 2022, the Bank had $154.0 million in off-balance sheet financial commitments. These commitments are to originate loans and unused consumer lines of credit and credit card lines. Because these obligations are based on current market rates, if funded, the original principal amount is considered to be a reasonable estimate of fair value. Fair value estimates are made on a specific date, based on relevant market data and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale the Bank’s entire holdings of a particular financial instrument.
Because no active market exists for a significant portion of the Bank’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, current interest rates and prepayment trends, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in any of these assumptions used in calculating fair value would also significantly affect the estimates. Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, the Bank has significant assets and liabilities that are not considered financial assets or liabilities including deposit franchise values, loan servicing portfolios, deferred tax liabilities, and premises and equipment.
In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of these estimates. The Company has used management’s best estimate of fair value on the above assumptions. Thus, the fair values presented may not be the amounts, which could be realized, in an immediate sale or settlement of the instrument. In addition, any income taxes or other expenses that would be incurred in an actual sale or settlement are not taken into consideration in the fair value presented.
25
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 14 - ACCOUNTING AND REPORTING CHANGES
The following is a summary of recent authoritative pronouncements that could affect accounting, reporting, and disclosure of financial information by the Company:
In June 2016, the FASB issued guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. The guidance significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model. The amendments will be effective for the Company for reporting periods beginning after December 15, 2022. Early adoption is permitted. The Company is in the process of identifying required changes to the loan loss estimation models and processes and evaluating the impact of this new guidance. Until our evaluation is complete the impact of the change will be unknown.
In April 2019, the FASB issued guidance to provide entities that have certain financial instruments measured at amortized cost that have credit losses, to irrevocably elect the fair value option in Subtopic 825-10, upon adoption of the June 2016 guidance related to accounting for credit losses and modifying the impairment model for certain debt securities. The fair value option applies to available-for-sale debt securities. This guidance should be applied at adoption on a modified-retrospective basis as a cumulative-effect adjustment to the opening balance of retained earnings in the statement of financial condition. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements.
In March 2020, the FASB issued guidance that applies to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate ("LIBOR") or other rate references expected to be discontinued because of reference rate reform. The guidance permits an entity to make necessary modifications to eligible contracts or transactions without requiring contract remeasurement or reassessment of a previous accounting determination. In January 2021, updated guidance was issued to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in this guidance to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. The amendments in this guidance have differing effective dates, beginning with an interim period including and subsequent to March 12, 2020 through December 31, 2022. The Company does not expect adoption of this guidance to have a material impact on its consolidated financial statements.
In March 2022 the FASB issued guidance for loans modified as a TDR by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, the ASU requires public business entities to disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases. This ASU will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, upon the Company’s adoption of the amendments in ASU 2016-13, which is commonly referred to as the current expected credit loss methodology.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting authorities are not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
NOTE 15 - NON-INTEREST INCOME
Revenue Recognition
In accordance with Topic 606, revenues are recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation.
The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services that are promised within each contract and identifies those that contain performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
26
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Service Fees on Deposit Accounts
The Bank earns fees from its deposit customers for account maintenance, transaction-based and overdraft services. Account maintenance fees consist primarily of account fees and analyzed account fees charged on deposit accounts on a monthly basis. The performance obligation is satisfied and the fees are recognized on a monthly basis as the service period is completed. Transaction-based fees on deposits accounts are charged to deposit customers for specific services provided to the customer, such as non-sufficient funds fees, overdraft fees, and wire fees. The performance obligation is completed as the transaction occurs and the fees are recognized at the time each specific service is provided to the customer.
ATM and Check Card Fee Income
Check card fee income represents fees earned when a debit card issued by the Bank is used. The Bank earns interchange fees from debit cardholder transactions through the Mastercard payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. The performance obligation is satisfied and the fees are earned when the cost of the transaction is charged to the card. Certain expenses directly associated with the debit card are recorded on a net basis with the fee income.
Trust Income
Trust income includes monthly advisory fees that are based on assets under management and certain transaction fees that are assessed and earned monthly, concurrently with the investment management services provided to the customer. The Bank does not charge performance based fees for its trust services and does not currently have any institutional clients, hedge funds or mutual funds. Although trust income is included within the scope of ASC 606, based on the fees charged by the Bank, there were no changes in the accounting for trust income.
Gains/Losses on OREO Sales
Gains/losses on the sale of OREO are included in non-interest expense and are generally recognized when the performance obligation is complete. This is typically at delivery of control over the property to the buyer at the time of each real estate closing.
The following table presents the Company's non-interest income for the three months ended March 31, 2022 and 2021. All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized in non-interest income, with the exception of gains on the sale of OREO, which are included in non-interest expense when applicable.
| Quarter Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Non-interest income: | |||||||||||
Gain on Sale of Loans (1) | $ | $ | |||||||||
| Service Fees on Deposit Accounts | |||||||||||
Commissions From Insurance Agency (1) | |||||||||||
| Trust Income | |||||||||||
BOLI Income (1) | 157,241 | 165,000 | |||||||||
| ATM and Check Card Fee Income | |||||||||||
Other (1) | |||||||||||
| Total non-interest income | $ | $ | |||||||||
(1) Not within the scope of ASC 606 | |||||||||||
27
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 16 - LEASES
Effective January 1, 2019 the Company adopted ASC 842 “Leases.” Currently, the Company has operating leases on six of its branches that are accounted for under this standard. As a result of this standard, the Company recognized a right-of-use asset of $3.1 million effective January 1, 2019. The Company entered into one of the six leases mentioned above on September 30, 2021 and recognized a right-of-use asset of $255,000 on that date. During the three months ended March 31, 2022, the Company made cash payments in the amount of $125,000 for operating leases. The lease expense recognized during this period was $123,000 and the lease liability had a net decrease of $104,000. The weighted average lease term is 4.86 years and the weighted average discount rate used is 3.2%.
Maturities of operating lease liabilities at March 31, 2022 for future periods are as follows:
| Remainder of 2022 | $ | 373,648 | |||
| 2023 | 508,954 | ||||
| 2024 | 510,362 | ||||
| 2025 | 460,339 | ||||
| 2026 | 355,507 | ||||
| Thereafter | 167,146 | ||||
| Total undiscounted lease payments | 2,375,956 | ||||
| Less: effect of discounting | 187,478 | ||||
| Present value of estimated lease payments (lease liability) | $ | 2,188,478 | |||
NOTE 17 - SUBSEQUENT EVENTS
28
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements and “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995
Certain matters discussed in this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by use of the words "believes," "expects," "anticipates," "estimates," "forecasts," "intends," "plans," "targets," "potentially," "probably," "projects," "outlook" or similar expressions or future or conditional verbs such as "may," "will," "should," "would" and "could." Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about, among other things, expectations of the business environment in which we operate, projections of future performance or financial items, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based upon current management expectations and may, therefore, involve risk and uncertainties. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors, including, but not limited to:
•potential adverse impacts to economic conditions in our local market areas, other markets where the Company has lending relationships, or other aspects of the Company's business operations or financial markets, generally, resulting from the ongoing novel coronavirus of 2019 (“COVID-19”) and any governmental or societal responses thereto;
•the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be affected by deterioration in the housing and commercial real estate markets which may lead to increased losses and non-performing assets in our loan portfolio, and may result in our allowance for loan losses not being adequate to cover actual losses, and require us to materially increase our allowance for loan losses;
•changes in general economic conditions, either nationally or in our market areas;
•changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources;
•the future of the London Interbank Offered Rate ("LIBOR"), and the transition away from LIBOR toward new interest rate benchmarks;
•fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas;
•secondary market conditions for loans and our ability to originate loans for sale and sell loans in the secondary market;
•results of examinations of the Company by the Board of Governors of the Federal Reserve System ("Federal Reserve") and the Bank by the Federal Deposit Insurance Corporation ("FDIC") and the South Carolina State Board of Financial Institutions, or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, or impose additional requirements or restrictions on us, any of which could adversely affect our liquidity and earnings;
•legislative or regulatory changes that adversely affect our business, including changes in banking, securities and tax law, and in regulatory policies and principles, or the interpretation of regulatory capital or other rules, and including changes as a result of COVID-19;
•our ability to attract and retain deposits;
•our ability to control operating costs and expenses;
•our ability to implement our business strategies;
•the use of estimates in determining the fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;
•difficulties in reducing risks associated with the loans on our balance sheet;
•staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges;
•disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing;
•our ability to retain key members of our senior management team;
29
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
•costs and effects of litigation, including settlements and judgments;
•our ability to manage loan delinquency rates;
•increased competitive pressures among financial services companies;
•changes in consumer spending, borrowing and savings habits;
•the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions;
•our ability to pay dividends on our common stock;
•adverse changes in the securities markets;
•inability of key third-party providers to perform their obligations to us;
•changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the FASB, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods;
•other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and
•the other risks described elsewhere in this document and in the Company's other filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 10-K”).
Some of these forward-looking statements are discussed in the Company's 2021 Form 10-K as well as other risk factors under Item 1A, “Risk Factors.” Such developments could have an adverse impact on our consolidated financial position and results of operations. Any of the forward-looking statements that we make in this quarterly report on Form 10-Q and in other public reports and statements we make may turn out to be inaccurate as a result of our beliefs and assumptions we make in connection with the factors set forth above or because of other unidentified and unpredictable factors. Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements and you should not rely on such statements. The Company undertakes no obligation to publish revised forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date hereof. These risks could cause our actual results for 2022 and beyond to differ materially from those expressed in any forward-looking statements by or on behalf of us, and could negatively affect the Company’s consolidated financial condition, consolidated results of operations, liquidity and stock price performance.
Response to COVID-19
The Company maintains its commitment to supporting its community and clients during the COVID-19 pandemic and remains focused on keeping its employees safe and the Bank running effectively to serve its clients. As of March 31, 2022, all Bank branches were open with normal hours and substantially all employees had returned to their normal working environments. The Bank will continue to monitor branch access and occupancy levels in relation to cases and close contact scenarios and follow governmental restrictions and public health authority guidelines.
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SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Condition at March 31, 2022 and December 31, 2021
Assets
Total assets decreased $1.4 million to $1.3 billion at March 31, 2022 from $1.3 billion at December 31, 2021. Changes in total assets are shown below.
| Increase (Decrease) | |||||||||||||||||||||||
| (Dollars in thousands) | March 31, 2022 | 12/31/2021 | $ | % | |||||||||||||||||||
| Cash and Cash Equivalents | $ | 31,110 | $ | 27,623 | $ | 3,487 | 12.6 | % | |||||||||||||||
| Certificates of Deposits with Other Banks | 1,100 | 1,100 | — | — | |||||||||||||||||||
| Investments AFS | 668,058 | 682,849 | (14,791) | (2.2) | |||||||||||||||||||
| Investments HTM | 22,061 | 23,507 | (1,446) | (6.2) | |||||||||||||||||||
| Loans Receivable, Net | 504,359 | 499,497 | 4,862 | 1.0 | |||||||||||||||||||
| Accrued Interest Receivable | 3,855 | 3,752 | 103 | 2.7 | |||||||||||||||||||
| OREO | 130 | 130 | — | — | |||||||||||||||||||
| Operating Lease ROU Assets | 2,146 | 2,252 | (106) | (4.7) | |||||||||||||||||||
| Land Held for Sale | 1,190 | 1,530 | (340) | (22.2) | |||||||||||||||||||
| Premises and Equipment, Net | 25,969 | 25,237 | 732 | 2.9 | |||||||||||||||||||
| FHLB Stock | 651 | 586 | 65 | 11.1 | |||||||||||||||||||
| BOLI | 26,867 | 26,710 | 157 | 0.6 | |||||||||||||||||||
| Goodwill | 1,200 | 1,200 | — | — | |||||||||||||||||||
| Other Assets | 11,094 | 5,241 | 5,853 | 111.7 | |||||||||||||||||||
Investments AFS decreased $14.8 million or 2.2% to $668.1 million at March 31, 2022 from $682.8 million at December 31, 2021 as maturities and principal paydowns of investments AFS exceeded purchases during the three months ended March 31, 2022. Additionally, investments AFS experienced a $20.2 million decrease in fair value during the three months ended March 31, 2022.
Loans receivable, net, including loans held for sale, increased $4.9 million or 1.0% to $504.4 million at March 31, 2022 from $499.5 million at December 31, 2021, primarily due to commercial real estate loans originated during the period. Loan balances in the commercial real estate, construction real estate and consumer HELOC categories all increased during the quarter ended March 31, 2022 while residential mortgage loans, commercial and agricultural loans, and other consumer loans all decreased since the prior year end. Commercial real estate loans increased $13.3 million or 5.8% to $241.0 million at March 31, 2022 from $227.8 million at December 31, 2021. Construction real estate loans increased $1.5 million or 1.5% to $101.7 million at March 31, 2022 from $100.2 million at December 31, 2021. Consumer HELOC grew $0.8 million or 2.8% to $29.4 million at March 31, 2022 from $28.6 million at December 31, 2021. Commercial and agricultural loans decreased $10.8 million or 24.2% to $33.9 million at March 31, 2022 from $44.7 million at December 31, 2021. Residential mortgage loans decreased $166,000 or 0.2% to $84.8 million at March 31, 2022 from $85.0 million at December 31, 2021. Other consumer loans decreased $2.3 million or 10.6% to $19.2 million at March 31, 2022 from $21.5 million at December 31, 2021. Loans held for sale, decreased $453,000 or 11.2% to $3.6 million at March 31, 2022 from $4.0 million at December 31, 2021.
Land held for sale decreased $340,000 during the first quarter of 2022 due to a write down in the value of the land. Other assets increased $5.9 million or 111.7% to $11.1 million at March 31, 2022 from $5.2 million at December 31, 2021. The increase was primarily the result of a $6.2 million increase in net deferred taxes, which was related to increased unrealized losses in the investment portfolio at March 31, 2022. The increase in net deferred taxes was offset partially by a $332,000 in income taxes receivable.
Shareholders’ Equity
Shareholders’ equity decreased $19.1 million or 16.5% to $96.5 million at March 31, 2022 from $115.5 million at December 31, 2021. The decrease was primarily attributable to a $20.2 million decrease in accumulated other comprehensive income, net of tax, combined with $390,000 in dividends paid to common shareholders during the three months ended March 31, 2022, which was partially offset by net income of $1.5 million. The decrease in net accumulated other comprehensive income was related to the unrecognized loss in value of investments AFS during the three months ended March 31, 2022.
31
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
As previously disclosed, the Company has determined to apply for an investment from the United States Department of Treasury (“Treasury”) under the Emergency Capital Investment Program (“ECIP”). The Treasury had informed the Company that it is eligible to receive an ECIP investment in an amount up to $82,949,000 in the form of in non-dilutive Tier 1 senior perpetual preferred capital. In connection with the ECIP investment from the Treasury, the Company would be required to fulfill certain conditions established by the Treasury and would be subject to certain restrictions. Established by the Consolidated Appropriations Act, 2021, the ECIP was created to encourage minority depository institutions and low- and moderate-income community financial institutions such as the Bank to augment their efforts to support small businesses and consumers in their communities.
32
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Quarters Ended March 31, 2022 and 2021
Net Income
Net income decreased $1.6 million or 51.3% to $1.5 million or $0.48 per basic common share for the quarter ended March 31, 2022 compared to $3.2 million or $0.98 per basic common share for the quarter ended March 31, 2021. The decrease in net income was primarily due to the $870,000 reversal of provision for loan losses in the quarter ended March 31, 2021 following significantly higher loan loss provisions during 2020 in response to the ongoing COVID-19 pandemic. In addition, non-interest expense increased $985,000 for the quarter ended March 31, 2022 compared to the same quarter in 2021.
Net Interest Income
Net interest income decreased $115,000 or 1.4% to $7.9 million during the quarter ended March 31, 2022, compared to $8.0 million for the same quarter in 2021. During the quarter ended March 31, 2022, average interest-earning assets increased $131.2 million or 12.0% to $1.2 billion from $1.1 billion for the same quarter in 2021, while average interest-bearing liabilities increased $71.6 million or 8.2% to $940.5 million for the quarter ended March 31, 2022 from $868.9 million for the comparable quarter in 2021. The Company's net interest margin was 2.60% for the quarter ended March 31, 2022 compared to 2.96% for the comparable quarter in 2021. The Company's net interest spread on a tax equivalent basis was 2.52% for the quarter ended March 31, 2022 compared to 2.85% for the quarter ended March 31, 2021. Loan yields in 2021 were impacted favorably as a result of recognition of unamortized deferred fee income on PPP loans forgiven and repaid by the SBA.
Interest Income
The following table compares detailed average balances, associated yields, and the resulting changes in interest income for the three months ended March 31, 2022 and 2021. The average balances were derived from the daily balances throughout the periods indicated. The average yields or costs were calculated by dividing the income or expense by the average balance of the corresponding assets or liabilities. Nonaccrual loans are included in earning assets in the following table. Loan yields have been reduced to reflect the negative impact on our earnings of loans on nonaccrual status.
| Quarter Ended March 31, | Change in Average Balance | Increase (Decrease) in Interest Income | ||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| (Dollars in thousands) | Average Balance | Yield(1) | Average Balance | Yield(1) | ||||||||||||||||||||||
| Loans Receivable, Net | $ | 516,382 | 4.72 | % | $ | 504,393 | 5.14 | % | $ | 11,989 | $ | (387) | ||||||||||||||
| Taxable Investments | 681,785 | 1.42 | 565,053 | 1.73 | 116,732 | (21) | ||||||||||||||||||||
Non-taxable Investments (2) | 24,151 | 3.74 | 21,952 | 4.20 | 2,199 | (5) | ||||||||||||||||||||
| Overnight Time and Certificates of Deposit | 2,404 | 0.37 | 2,113 | 0.28 | 291 | 1 | ||||||||||||||||||||
| Total Interest-Earning Assets | $ | 1,224,722 | 2.86 | % | $ | 1,093,511 | 3.35 | % | $ | 131,211 | $ | (412) | ||||||||||||||
(1) Annualized
(2) Tax equivalent basis recognizes the income tax savings when comparing taxable and tax-exempt assets and was calculated using the effective tax rate for the quarters ended March 31, 2022 and 2021. The tax equivalent adjustment relates to the tax exempt municipal bonds and was $50,739 and $65,781 for the quarters ended March 31, 2022 and 2021, respectively.
Average interest-earning assets increased $131.2 million, or 12.0%, to $1.2 billion for the quarter ended March 31, 2022 despite a 49 basis point decline in the average yield on interest-earning assets and a $412,000 decrease in total tax equivalent interest income to $10.6 million for the quarter ended March 31, 2022 compared to $10.7 million for the same period in 2021.
Total interest income on loans decreased $387,000 or 6.0% to $6.1 million for the quarter ended March 31, 2022 from $6.5 million for the first quarter of 2021. The decrease in interest income from loans was the result of a 42 basis point decrease in the average yield on loans receivable, primarily due to a decrease in deferred interest income on the Paycheck Protection Program (“PPP”) loans recognized during the period ($262,000 recognized in the quarter ended March 31, 2022 compared to $994,000 in the first quarter of 2021). This decrease was partially offset by a $12.0 million increase in the average loan portfolio balance.
33
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
Interest income from taxable investments decreased $21,000 to $2.4 million during the quarter ended March 31, 2022 due to a 31 basis point decrease in the average yield, which was partially offset by a $116.7 million increase in the average balance of these assets. Tax equivalent interest income from non-taxable investment securities decreased $5,000 to $226,000 during the quarter ended March 31, 2022 due to a decrease of 46 basis points in the average yield on non-taxable investment securities, partially offset by a $2.2 million increase in the average balance of these assets.
Interest Expense
The following table compares detailed average balances, cost of funds, and the resulting changes in interest expense for the three months ended March 31, 2022 and 2021.
| Quarter Ended March 31, | Change in Average Balance | Increase (Decrease) in Interest Expense | |||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||
| (Dollars in thousands) | Average Balance | Cost(1) | Average Balance | Cost(1) | |||||||||||||||||||||||||
| Checking Accounts | $ | 228,451 | 0.11 | % | $ | 190,608 | 0.11 | % | $ | 37,843 | $ | 11 | |||||||||||||||||
| Savings and Money Market Accounts | 467,323 | 0.16 | 375,022 | 0.16 | 92,301 | 29 | |||||||||||||||||||||||
| Certificate Accounts | 160,215 | 0.34 | 185,493 | 0.65 | (25,278) | (165) | |||||||||||||||||||||||
Other Borrowings (2) | 49,356 | 0.24 | 82,641 | 0.92 | (33,285) | (159) | |||||||||||||||||||||||
| Junior Subordinated Debentures | 5,155 | 2.02 | 5,155 | 1.91 | — | 1 | |||||||||||||||||||||||
| Subordinated Debentures | 30,000 | 5.25 | 30,000 | 5.25 | — | — | |||||||||||||||||||||||
| Total Interest-Bearing Liabilities | $ | 940,500 | 0.34 | % | $ | 868,919 | 0.50 | % | $ | 71,581 | $ | (283) | |||||||||||||||||
(1) Annualized
(2) Includes FHLB Advances, FRB Borrowings and Repurchase Agreements
Total interest expense decreased $283,000 or 26.3% to $795,000 for the quarter ended March 31, 2022 compared to $1.1 million for the same quarter in 2021 due to a decline of 16 basis points in the average cost of interest bearing liabilities, which was partially offset by a $71.6 million or 8.2% increase in the average balance of these liabilities.
Despite a $104.9 million increase in the average balance of deposit accounts, the average cost of interest-bearing deposits decreased nine basis points, resulting in a $125,000 decrease in interest expense on deposit accounts during the first quarter of 2022 when compared to the same quarter in 2021. Interest expense on certificate accounts decreased $165,000 due to a decrease of $25.3 million in the average balance combined with a 31 basis point decrease in the average cost of certificate deposits during the first quarter of 2022, as management elected to utilize liquidity gained from lower cost deposits to reduce its balances of higher cost certificates of deposit in a managed reduction of these funds. Interest expense on other borrowings decreased $159,000 for the first quarter of 2022 due to a $33.3 million decrease in the average balance of these interest-bearing liabilities, combined with a decrease of 68 basis points in the average cost.
Provision for Loan Losses
The amount of the provision is determined by management’s on-going monthly analysis of the loan portfolio and the adequacy of the allowance for loan losses. The Company has policies and procedures in place for evaluating and monitoring the overall credit quality of the loan portfolio and for timely identification of potential problem loans including internal and external loan reviews. The adequacy of the allowance for loan losses is reviewed monthly by the Asset Classification Committee and quarterly by the Board of Directors. Management’s monthly review of the adequacy of the allowance includes three main components.
The first component is an analysis of loss potential in various homogeneous segments of the loan portfolio based on historical trends and the risk inherent in each loan category. Currently, management applies a ten year historical loss ratio to each loan category to estimate the inherent loss in these pooled loans.
The second component of management’s monthly analysis is the specific review and evaluation of significant problem credits identified through the Company’s internal monitoring system. These loans are evaluated for impairment and recorded in
34
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
accordance with accounting guidance. For each loan deemed impaired, management calculates a specific reserve for the amount in which the recorded investment in the loan exceeds the fair value. This estimate is based on a thorough analysis of the most probable source of repayment, which is typically liquidation of the collateral underlying the loan.
The third component is an analysis of changes in qualitative factors that may affect the portfolio, including but not limited to: relevant economic trends that could impact borrowers’ ability to repay, industry trends, changes in the volume and composition of the portfolio, credit concentrations, or lending policies and the experience and ability of the staff and Board of Directors.
Management also reviews and incorporates certain ratios such as percentage of classified loans, average historical loan losses by loan category, delinquency percentages, and the assignment of percentage targets of reserves in each loan category when evaluating the allowance. Once the analysis is completed, the three components are combined and compared to the allowance amount. Based on this, charges are made to the provision as needed. Because the SBA guarantees 100% of the PPP loans made to eligible borrowers, these loans do not have a corresponding allowance for loan loss.
The table below shows the changes in the allowance for loan losses for the quarters ended March 31, 2022 and 2021.
| Quarter Ended March 31, | |||||||||||
| (Dollars in thousands) | 2022 | 2021 | |||||||||
| Beginning Balance | $ | 11,087 | $ | 12,843 | |||||||
| Provision for Loan Losses | 0 | (870) | |||||||||
| Charge-offs | (32) | (45) | |||||||||
| Recoveries | 74 | 19 | |||||||||
| Net Recoveries (Charge-offs) | $ | 42 | $ | (26) | |||||||
| Ending Allowance for Loan Losses Balance | $ | 11,129 | $ | 11,947 | |||||||
| At Period End: | 3/31/2022 | 3/31/2021 | |||||||||
| Impaired Loans | $ | 2,401 | $ | 2,589 | |||||||
Gross Loans Receivable, Held For Investment (1) | $ | 511,903 | $ | 511,726 | |||||||
| Total Loans Receivable, Net | $ | 504,359 | $ | 506,252 | |||||||
| Allowance For Loan Losses as a % of Impaired Loans | 463.6 | % | 461.5 | % | |||||||
Allowance For Loan Losses as a % of Gross Loans Receivable (1) | 2.2 | % | 2.3 | % | |||||||
(1) TOTAL LOANS HELD FOR INVESTMENT, NET OF DEFERRED FEES | |||||||||||
The Company had net recoveries of $42,000 for the quarter ended March 31, 2022 compared to net charge-offs of $26,000 for the first quarter of 2021. We did not record any provisions for loan losses during the quarter ended March 31, 2022 compared to a negative provision of $870,000 for the first quarter of 2021. The reversal of loan loss provisions during the three months ended March 31, 2021 was the result of a reduction in historical loss and qualitative adjustment factors related to improvement in the economic and business conditions at both the national and regional levels as of March 31, 2021. Non-performing assets increased $131,000, or 4.7%, to $2.9 million at March 31, 2022 from $2.8 million at December 31, 2021. Non-performing assets represented 0.2% of total assets at both March 31, 2022 and December 31, 2021.
Our strategy is to work with our borrowers to reach acceptable payment plans while protecting our interests in the existing collateral. In the event an acceptable arrangement cannot be reached, we may need to acquire these properties through foreclosure or other means and subsequently sell, develop or liquidate them. Management believes the allowance for loan losses is adequate based on its best estimates of the probable losses inherent in the loan portfolio, although there can be no guarantee these estimates will not be proven incorrect in the future. In addition, bank regulatory agencies may require additional provisions to the allowance for loan losses based on their judgments and estimates as part of their examination process. Because the allowance for loan losses is an estimate, there is no guarantee that actual loan losses will not exceed the allowance for loan losses, or that additional increases in the allowance for loan losses will not be required in the future. A decline in national and local economic conditions, as a result of the COVID-19 pandemic or other factors, could result in a material increase in the allowance for loan losses and may adversely affect the Company’s financial condition and results of operations.
35
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-Interest Income
Non-interest income decreased $170,000 or 6.1% to $2.6 million for the quarter ended March 31, 2022 compared to $2.8 million for the quarter ended March 31, 2021. For additional details of the changes in non-interest income, see “Note 15 - Non-Interest Income” of the Notes to Consolidated Financial Statements included in Part I. Item 1 of this report.
Non-Interest Expense
Non-interest expense increased $985,000 or 12.9% to $8.6 million for the quarter ended March 31, 2022 compared to $7.6 million for the quarter ended March 31, 2021. The following table summarizes the changes in non-interest expense:
| Quarter Ended March 31, | Increase (Decrease) | |||||||||||||||||||
| 2022 | 2021 | $ | % | |||||||||||||||||
| Compensation and Employee Benefits | $ | 5,056,620 | $ | 4,869,246 | $ | 187,374 | 3.8 | % | ||||||||||||
| Occupancy | 712,786 | 621,282 | 91,504 | 14.7 | ||||||||||||||||
| Advertising | 260,333 | 199,402 | 60,931 | 30.6 | ||||||||||||||||
| Depreciation and Maintenance of Equipment | 720,661 | 802,847 | (82,186) | (10.2) | ||||||||||||||||
| FDIC Insurance Premiums | 112,042 | 68,616 | 43,426 | 63.3 | ||||||||||||||||
| Net Cost (Recovery) of Operation of OREO | — | (103,667) | 103,667 | (100.0) | ||||||||||||||||
| Write down of Land Held for Sale | 339,344 | — | 339,344 | 100.0 | ||||||||||||||||
| Consulting | 164,750 | 168,910 | (4,160) | (2.5) | ||||||||||||||||
| Debit Card Expense | 283,789 | 258,663 | 25,126 | 9.7 | ||||||||||||||||
| Other | 944,519 | 724,385 | 220,134 | 30.4 | ||||||||||||||||
| Total Non-Interest Expense | $ | 8,594,844 | $ | 7,609,684 | $ | 985,160 | 12.9 | % | ||||||||||||
The increase in non-interest expense was primarily due to increases in compensation and employee benefits expense, occupancy expense, write down of land held for sale and other non-interest expenses during the first quarter of 2022 combined with a net recovery on operation of OREO during the first quarter of 2021.
Compensation and employee benefits increased $187,000 or 3.8% to $5.1 million for the quarter ended March 31, 2022 when compared to the quarter ended March 31, 2021 due to general annual cost of living increases and an increase in the number of full time equivalent employees as a result of our newest branch added during the first quarter of 2022 and overall growth of the Company. Occupancy expense also increased during the first quarter of 2022 due to the addition of our newest branch located in Columbia, South Carolina.
The net gain on OREO sales exceeded write-downs and other costs, resulting in a net recovery of $104,000 from the operation
of OREO properties, which decreased non-interest expense during the quarter March 31, 2021.
Other non-interest expense increased $220,000 or 30.4% to $945,000 for the quarter ended March 31, 2022 compared to $724,000 during the first quarter of 2021 due to increased operations and the opening of our newest branch in 2022. Branches were closed for the majority of 2020 and the first quarter of 2021 as a result of the COVID-19 pandemic.
Provision For Income Taxes
The provision for income taxes decreased $510,000 or 58.3% to $365,000 for the quarter ended March 31, 2022 from $875,000 for the same period in 2021 due to lower net income before taxes in 2022. Pre-tax net income was $1.9 million for the quarter ended March 31, 2022 compared to $4.1 million for the first quarter of 2021. The Company’s combined federal and state effective income tax rate was 19.1% and 21.6% for the quarters ended March 31, 2022 and 2021, respectively.
36
SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity Commitments, Capital Resources, and Impact of Inflation and Changing Prices
Liquidity
The Company actively analyzes and manages the Bank’s liquidity with the objective of maintaining an adequate level of liquidity and to ensure the availability of sufficient cash flows to support loan growth, fund deposit withdrawals, fund operations, and satisfy other financial commitments. See the “Consolidated Statements of Cash Flows” contained in Item 1 – Financial Statements, herein.
The Bank's primary sources of funds include deposits, scheduled loan and investment securities repayments, including interest payments, maturities and sales of loans and investment securities, advances from the FHLB, and cash flow generated from operations. The sources of funds, together with retained earnings and equity, are used to make loans, acquire investment securities and other assets, and fund continuing operations. While maturities and the scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage repayments are greatly influenced by the level of interest rates, economic conditions, and competition. Management believes that the Company’s current liquidity position and its forecasted operating results are sufficient to fund all of its existing commitments. The Bank had $154.0 million in unused commitments to extend credit and standby letters of credit at March 31, 2022.
During the three months ended March 31, 2022, loan disbursements exceeded loan repayments resulting in a $4.9 million or 1.0% increase in total net loans receivable. Also during the three months ended March 31, 2022, deposits increased $10.0 million or 0.9%. The Bank had no outstanding FLHB advances at March 31, 2022, with $390.2 million in additional borrowing capacity at the FHLB at that date. The Bank also had no outstanding borrowings from the discount window facility at the FRB at March 31, 2022, which was collateralized by investments AFS with a fair market value of $77.6 million. At March 31, 2022, the Bank had no outstanding borrowings at the FRB. The Bank also had a $5.0 million unused Fed Funds facility with Pacific Coast Bankers Bank at March 31, 2022. Subject to market conditions, we expect to utilize these borrowing facilities from time to time in the future to fund loan originations and deposit withdrawals, to satisfy other financial commitments, repay maturing debt and to take advantage of investment opportunities to the extent feasible.
The Company is a separate legal entity from the Bank and must provide for its own liquidity. At March 31, 2022, the Company, on an unconsolidated basis, had liquid assets of $20 million. In addition to its operating expenses, the Company is responsible for paying any dividends declared, if any, to its shareholders, funds paid for Company stock repurchases, and payments on trust-preferred securities and subordinated debentures held at the Company level. The Company has the ability to receive dividends or capital distributions from the Bank, although there are regulatory restrictions on the ability of the Bank to pay dividends. We currently expect to continue our current practice of paying quarterly cash dividends on our common stock subject to our Board of Directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. Our current quarterly common stock dividend rate is $0.12 per share, as approved by our Board of Directors, which we believe is a dividend rate per share which enables us to balance our multiple objectives of managing and investing in the Bank, and returning a substantial portion of our cash to our shareholders. Assuming continued payment during 2022 at this rate of $0.12 per share, our average total dividend paid each quarter would be approximately $390,000 based on the number of outstanding shares at March 31, 2022.
At March 31, 2022, the Bank exceeded all regulatory capital requirements with Common Equity Tier 1 Capital (CET1), Tier 1 leverage-based capital, Tier 1 risk-based capital, and total risk-based capital ratios of 18.06%, 9.68%, 18.06%, and 19.32%, respectively. To be categorized as “well capitalized” under the prompt corrective action provisions the Bank must maintain minimum CET1, total risk based capital, Tier 1 risk-based capital and Tier 1 leverage capital ratios of 6.5%, 10.0%, 8.0% and 5.0%, respectively. In addition to the minimum capital requirements, the Bank must maintain a capital conservation buffer, which consists of additional CET1 capital greater than 2.5% of risk weighted assets above the required minimum levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses. At March 31, 2022 the Bank’s conservation buffer was 11.3%. For additional details, see “Note 12 - Regulatory Matters” of the Notes to Consolidated Financial Statements included in Part I. Item 1 of this report.
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SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises principally from interest rate risk inherent in its lending, investment, deposit and borrowing activities. Management actively monitors and manages its interest rate risk exposure. Although the Company manages other risks such as credit quality and liquidity risk in the normal course of business, management considers interest rate risk to be its most significant market risk that could potentially have the largest material effect on the Company’s financial condition and results of operations. Other types of market risks such as foreign currency exchange rate risk and commodity price do not arise in the normal course of the Company’s business activities.
The Company’s profitability is affected by fluctuations in the market interest rate. Management’s goal is to maintain a reasonable balance between exposure to interest rate fluctuations and earnings. A sudden and substantial increase or decrease in interest rates may adversely impact the Company’s earnings to the extent that the interest rates on interest-earning assets and interest-bearing liabilities do not change at the same rate, to the same extent or on the same basis. The Company monitors the impact of changes in interest rates on its net interest income using a test that measures the impact on net interest income and net portfolio value of an immediate change in interest rates in 100 basis point increments. Net portfolio value is defined as the net present value of assets, liabilities, and off-balance sheet contracts. There were no material changes in information concerning market risk from the information provided in the Company’s 2021 Form 10-K.
For the three months ended March 31, 2022, the Bank's interest rate spread, defined as the average yield on interest bearing assets less the average rate paid on interest bearing liabilities was 2.52%.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a - 15(e) of the Securities Exchange Act of 1934 (“Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s senior management as of the end of the period covered by this quarterly report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that at March 31, 2022 the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms. There have been no significant changes in our internal controls over financial reporting during the quarter ended March 31, 2022 that have materially affected or are reasonably likely to affect our internal controls over financial reporting.
The Company does not expect that its disclosure controls and procedures will prevent all error and or fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
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SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
Part II: Other Information
Item 1 Legal Proceedings
The Company is not engaged in any legal proceedings of a material nature at the present time. From time to time, the Company is a party to legal proceedings in the ordinary course of business wherein it enforces its security interest in mortgage loans it has made.
Item 1A Risk Factors
There have been no material changes in the Risk Factors previously disclosed in Item 1A of the Company's 2021 Form 10-K.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Mine Safety Disclosures
Not applicable
Item 5 Other Information
None
Item 6 Exhibits
| 3.1 | |||||
| 3.2 | |||||
| 4.1 | Form of Stock Certificate of the Company and other instruments defining the rights of security holders, including indentures (3) | ||||
| 10.1 | 1993 Salary Continuation Agreements (4) | ||||
| 10.2 | Amendment One to 1993 Salary Continuation Agreements (5) | ||||
| 10.3 | |||||
| 10.4 | |||||
| 10.5 | |||||
| 10.6 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32 | |||||
| 101 | The following materials from Security Federal Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Extensible Business Reporting Language (XBRL): (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Loss; (d) Consolidated Statements of Changes in Shareholders’ Equity; (e) Consolidated Statements of Cash Flows; and (f) Notes to Consolidated Financial Statements | ||||
_______________________
(1) Filed on June 26, 1998, as an exhibit to the Company’s Proxy Statement and incorporated herein by reference.
(2) Filed on January 16, 2015 as an exhibit to the Company’s Current Report on Form 8-K dated January 15, 2015 and incorporated herein by reference.
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SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
(3) Filed on August 12, 1987, as an exhibit to the Company’s Registration Statement on Form 8-A and incorporated herein by reference.
(4) Filed on June 28, 1993, as an exhibit to the Company’s Annual Report on Form 10-KSB and incorporated herein by reference.
(5) Filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 1993 and incorporated herein by reference.
(6) Filed on May 24, 2006 as an exhibit to the Company’s Current Report on Form 8-K dated May 18, 2006 and incorporated herein by reference.
(7) Filed on March 2, 2000, as an exhibit to the Company's Registration Statement on Form S-8 and incorporated herein by reference
(8) Filed on January 3, 2003, as an exhibit to the Company's Registration Statement on Form S-8 and incorporated herein by reference.
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SECURITY FEDERAL CORPORATION AND SUBSIDIARIES
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 thereunto duly authorized.
SECURITY FEDERAL CORPORATION
| Date: | May 16, 2022 | By: | /s/J. Chris Verenes | ||||||||||||||
| J. Chris Verenes | |||||||||||||||||
| Chief Executive Officer | |||||||||||||||||
Duly Authorized Representative | |||||||||||||||||
| Date: | May 16, 2022 | By: | /s/Darrell Rains | ||||||||||||||
| Darrell Rains | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
Duly Authorized Representative | |||||||||||||||||
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