Quick10K

Peoples Bancorp of North Carolina

Price	28.60		EPS	2
Shares	6		P/E	12
MCap	171		P/FCF	20
Net Debt	-130		EBIT	20
TEV	41		TEV/EBIT	2
TTM 2019-09-30, in MM, except price, ratios

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10-Q 1 pebk_10q.htm QUARTERLY REPORT

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2020

 

OR

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

000-27205

(Commission File No.)

 

PEOPLES BANCORP OF NORTH CAROLINA, INC.

(Exact name of registrant as specified in its charter)

 

North Carolina	56-2132396
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
518 West C Street, Newton, North Carolina	28658
(Address of principal executive offices)	(Zip Code)

 

(828) 464-5620

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name on each exchange on which registered

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

 

Copy History

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 5,787,504 shares of common stock, outstanding at October 31, 2020.

 

 

 

INDEX

 

PART I.   

FINANCIAL INFORMATION

Copy History

		PAGE(S)
Item 1.	Financial Statements
	Consolidated Balance Sheets at September 30, 2020 (Unaudited) and December 31, 2019 (Audited)	3
	Consolidated Statements of Earnings for the three and nine months ended September 30, 2020 and 2019 (Unaudited)	4
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2020 and 2019 (Unaudited)	5
	Consolidated Statements of Changes in Shareholders' Equity for the three and nine months ended September 30, 2020 and 2019 (Unaudited)	6
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (Unaudited)	7-8
	Notes to Consolidated Financial Statements (Unaudited)	9-30
Item 2.	Management’s Discussion and Analysis of Financial Conditionand Results of Operations	30-44
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	45

 

PART II.        

OTHER INFORMATION

 

Copy History

Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45-47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults upon Senior Securities	48
Item 5.	Other Information	48
Item 6.	Exhibits	48-50
Signatures		51
Certifications		52-54

 

Statements made in this Form 10-Q, other than those concerning historical information, should be considered forward-looking statements pursuant to the safe harbor provisions of the Securities Exchange Act of 1934 and the Private Securities Litigation Act of 1995. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management and on the information available to management at the time that this Form 10-Q was prepared. These statements can be identified by the use of words like “expect,” “anticipate,” “estimate,” and “believe,” variations of these words and other similar expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, (1) competition in the markets served by the registrant and its subsidiaries, (2) changes in the interest rate environment, (3) general national, regional or local economic conditions may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and the possible impairment of collectibility of loans, (4) legislative or regulatory changes, including changes in accounting standards, (5) significant changes in the federal and state legal and regulatory environments and tax laws, (6) the impact of changes in monetary and fiscal policies, laws, rules and regulations and (7) other risks and factors identified in other filings with the Securities and Exchange Commission, including but not limited to, those described in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2019.

 

 

 

PART I.      

FINANCIAL INFORMATION

 

Item 1.          

Financial Statements

 

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Balance Sheets

September 30, 2020 and December 31, 2019

(Dollars in thousands)

 

Copy History

	September 30,	December 31,
Assets	2020	2019
	(Unaudited)	(Audited)
Cash and due from banks, including reserve requirements
of $0 at 9/30/20 and $13,210 at 12/31/19	$48,355	48,337
Interest-bearing deposits	15,778	720
Federal funds sold	140,095	3,330
Cash and cash equivalents	204,228	52,387
Investment securities available for sale	222,991	195,746
Other investments	7,163	4,231
Total securities	230,154	199,977
Mortgage loans held for sale	8,960	4,417
Loans	970,232	849,874
Less allowance for loan losses	(9,892)	(6,680)
Net loans	960,340	843,194
Premises and equipment, net	19,057	18,604
Cash surrender value of life insurance	16,742	16,319
Other real estate	128	-
Right of use lease asset	3,097	3,622
Accrued interest receivable and other assets	15,903	16,362
Total assets	$1,458,609	1,154,882
Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing demand	$455,199	338,004
NOW, MMDA & savings	626,674	516,757
Time, $250,000 or more	24,717	34,269
Other time	79,806	77,487
Total deposits	1,186,396	966,517
Securities sold under agreements to repurchase	34,151	24,221
FHLB borrowings	70,000	-
Junior subordinated debentures	15,464	15,619
Lease liability	3,139	3,647
Accrued interest payable and other liabilities	10,008	10,758
Total liabilities	1,319,158	1,020,762
Commitments
Shareholders' equity:
Preferred stock, no par value; authorized
5,000,000 shares; no shares issued and outstanding	-	-
Common stock, no par value; authorized
20,000,000 shares; issued and outstanding 5,787,504 shares
at September 30, 2020 and 5,912,300 shares at December 31, 2019	56,871	59,813
Retained earnings	76,580	70,663
Accumulated other comprehensive income	6,000	3,644
Total shareholders' equity	139,451	134,120
Total liabilities and shareholders' equity	$1,458,609	1,154,882

 

See accompanying Notes to Consolidated Financial Statements.

 

 

3

 

 

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Statements of Earnings

Three and Nine Months Ended September 30, 2020 and 2019

(Dollars in thousands, except per share amounts)

 

Copy History

	Three months ended		Nine months ended
	September 30,		September 30,
	2020	2019	2020	2019
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Interest income:
Interest and fees on loans	$10,507	11,004	31,367	32,517
Interest on due from banks	19	87	103	136
Interest on fededal funds sold	33	-	178	-
Interest on investment securities:
U.S. Government sponsored enterprises	528	628	1,864	1,942
State and political subdivisions	717	671	2,042	2,265
Other	64	40	202	128
Total interest income	11,868	12,430	35,756	36,988
Interest expense:
NOW, MMDA & savings deposits	482	455	1,455	1,057
Time deposits	224	259	725	581
FHLB borrowings	103	21	269	70
Junior subordinated debentures	76	210	296	656
Other	57	49	150	168
Total interest expense	942	994	2,895	2,532
Net interest income	10,926	11,436	32,861	34,456
Provision for loan losses	522	422	3,460	677
Net interest income after provision for loan losses	10,404	11,014	29,401	33,779
Non-interest income:
Service charges	809	1,178	2,635	3,409
Other service charges and fees	188	202	543	548
Gain/(loss) on sale of investment securities	1,688	(5)	2,145	226
Mortgage banking income	750	376	1,635	834
Insurance and brokerage commissions	200	206	647	642
Appraisal management fee income	1,871	1,311	4,955	3,285
Gain/(loss) on sale and write-down of
other real estate	(47)	(1)	(47)	(18)
Miscellaneous	1,673	1,441	4,453	4,287
Total non-interest income	7,132	4,708	16,966	13,213
Non-interest expense:
Salaries and employee benefits	5,737	5,695	16,996	17,060
Occupancy	1,943	1,861	5,725	5,409
Professional fees	374	237	1,121	955
Advertising	152	234	566	775
Debit card expense	278	201	766	667
FDIC Insurance	81	(36)	169	116
Appraisal management fee expense	1,478	1,012	3,845	2,538
Other	1,871	2,063	5,627	5,907
Total non-interest expense	11,914	11,267	34,815	33,427
Earnings before income taxes	5,622	4,455	11,552	13,565
Income tax expense	1,113	834	2,115	2,464
Net earnings	$4,509	3,621	9,437	11,101
Basic net earnings per share	$0.78	0.62	1.62	1.87
Diluted net earnings per share	$0.78	0.61	1.62	1.86
Cash dividends declared per share	$0.15	0.14	0.60	0.52

 

See accompanying Notes to Consolidated Financial Statements.

 

 

4

 

 

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Statements of Comprehensive Income

Three and Nine Months Ended September 30, 2020 and 2019

(Dollars in thousands)

 

Copy History

	Three months ended		Nine months ended
	September 30,		September 30,
	2020	2019	2020	2019
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Net earnings	$4,509	3,621	9,437	11,101
Other comprehensive income:
Unrealized holding gains on securities
available for sale	93	700	5,204	4,584
Reclassification adjustment for (gains) losses on
securities available for sale
included in net earnings	(1,688)	5	(2,145)	(226)
Total other comprehensive income (loss),
before income taxes	(1,595)	705	3,059	4,358
Income tax expense related to other
comprehensive income:
Unrealized holding gains on securities
available for sale	21	161	1,196	1,054
Reclassification adjustment for (gains) losses
on securities available for sale
included in net earnings	(388)	1	(493)	(52)
Total income tax expense related to
other comprehensive income (loss)	(367)	162	703	1,002
Total other comprehensive income (loss),
net of tax	(1,228)	543	2,356	3,356
Total comprehensive income	$3,281	4,164	11,793	14,457

 

See accompanying Notes to Consolidated Financial Statements.

 

 

5

 

 

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Statements of Changes in Shareholders' Equity

Three and Nine Months Ended September 30, 2020 and 2019

(Dollars in thousands)

 

Copy History

				Accumulated
				Other
	Common Stock		Retained	Comprehensive
	Shares	Amount	Earnings	Income	Total
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Balance, December 31, 2019	5,912,300	$59,813	70,663	3,644	134,120
Common stock repurchase	(126,800)	(2,999)	-	-	(2,999)
Cash dividends declared on
common stock	-	-	(1,779)	-	(1,779)
Restricted stock units exercised	2,004	57	-	-	57
Net earnings	-	-	2,367	-	2,367
Change in accumulated other
comprehensive income, net of tax	-	-	-	2,090	2,090
Balance, March 31, 2020	5,787,504	56,871	71,251	5,734	133,856
Cash dividends declared on
common stock	-	-	(870)	-	(870)
Net earnings	-	-	2,561	-	2,561
Change in accumulated other
comprehensive income, net of tax	-	-	-	1,494	1,494
Balance, June 30, 2020	5,787,504	$56,871	72,942	7,228	137,041
Cash dividends declared on
common stock	-	-	(871)	-	(871)
Net earnings	-	-	4,509	-	4,509
Change in accumulated other
comprehensive income, net of tax	-	-	-	(1,228)	(1,228)
Balance, September 30, 2020	5,787,504	$56,871	76,580	6,000	139,451
Balance, December 31, 2018	5,995,256	$62,096	60,535	986	123,617
Common stock repurchase	(5,518)	(152)	-	-	(152)
Cash dividends declared on
common stock	-	-	(1,445)	-	(1,445)
Restricted stock units exercised	7,398	207	-	-	207
Net earnings	-	-	3,667	-	3,667
Change in accumulated other
comprehensive income, net of tax	-	-	-	690	690
Balance, March 31, 2019	5,997,136	62,151	62,757	1,676	126,584
Common stock repurchase	(63,996)	(1,761)	-	-	(1,761)
Cash dividends declared on
common stock	-	-	(832)	-	(832)
Net earnings	-	-	3,813	-	3,813
Change in accumulated other
comprehensive income, net of tax	-	-	-	2,123	2,123
Balance, June 30, 2019	5,933,140	$60,390	65,738	3,799	129,927
Common stock repurchase	(20,840)	(577)	-	-	(577)
Cash dividends declared on
common stock	-	-	(831)	-	(831)
Restricted stock units exercised	-	-	-	-	-
Net earnings	-	-	3,621	-	3,621
Change in accumulated other
comprehensive income, net of tax	-	-	-	543	543
Balance, September 30, 2019	5,912,300	$59,813	68,528	4,342	132,683

 

See accompanying Notes to Consolidated Financial Statements.

 

 

6

 

 

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Statements of Cash Flows

Nine Months Ended Septemer 30, 2020 and 2019

(Dollars in thousands)

 

Copy History

	2020	2019
	(Unaudited)	(Unaudited)
Cash flows from operating activities:
Net earnings	$9,437	11,101
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation, amortization and accretion	3,080	2,949
Provision for loan losses	3,460	677
Deferred income taxes	(25)	(7)
Gain on sale of investment securities	(2,145)	(226)
Loss (gain) on sale of other real estate	-	1
Write-down of other real estate	47	17
Loss on sale of premises and equipment	-	138
Restricted stock expense	(73)	201
Proceeds from sales of mortgage loans held for sale	78,526	34,002
Origination of mortgage loans held for sale	(83,069)	(37,585)
Change in:
Cash surrender value of life insurance	(283)	(286)
Right of use lease asset	525	585
Other assets	(219)	(790)
Lease liabilty	(508)	(935)
Other liabilities	(677)	(765)
Net cash provided by operating activities	8,076	9,077
Cash flows from investing activities:
Purchases of investment securities available for sale	(90,233)	(36,515)
Proceeds from sales, calls and maturities of investment securities
available for sale	52,289	36,700
Proceeds from paydowns of investment securities available for sale	14,635	11,416
Purchases of other investments	-	-
Proceeds from paydowns on other investments	132	132
Purchases of FHLB stock	(3,031)	(2,976)
Net change in loans	(120,781)	(42,146)
Purchases of premises and equipment	(2,298)	(2,800)
Purchases of bank owned life insurance	(140)	-
Proceeds from sale of premises and equipment	-	697
Proceeds from sale of other real estate and repossessions	-	9
Net cash used by investing activities	(149,427)	(35,483)
Cash flows from financing activities:
Net change in deposits	219,879	84,355
Net change in securities sold under agreement to repurchase	9,930	(36,168)
Proceeds from FHLB borrowings	70,000	184,500
Repayments of FHLB borrowings	-	(114,500)
Proceeds from Fed Funds purchased	6,935	100,075
Repayments of Fed Funds purchased	(6,935)	(100,075)
Repayment of Junior Subordinated Debt	(155)	-
Restricted stock units exercised	57	-
Common stock repurchased	(2,999)	(2,490)
Cash dividends paid on common stock	(3,520)	(3,108)
Net cash provided by financing activities	293,192	112,589
Net change in cash and cash equivalents	151,841	86,183
Cash and cash equivalents at beginning of period	52,387	43,370
Cash and cash equivalents at end of period	$204,228	129,553

 

 

7

 

 

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Statements of Cash Flows, continued

Nine Months Ended September 30, 2020 and 2019

(Dollars in thousands)

 

Copy History

	2020	2019
	(Unaudited)	(Unaudited)
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$1,908	2,510
Income taxes	$1,651	2,463
Noncash investing and financing activities:
Change in unrealized gain on investment securities
available for sale, net	$2,356	3,356
Issuance of accrued restricted stock units	$57	207
Transfers of loans to other real estate and repossessions	$175	26
Initial recognition of lease right of use asset and lease liability	$450	4,401

 

See accompanying Notes to Consolidated Financial Statements.

 

 

8

 

PEOPLES BANCORP OF NORTH CAROLINA, INC.

 

Notes to Consolidated Financial Statements (Unaudited)

 

(1) 

Summary of Significant Accounting Policies

 

The consolidated financial statements include the financial statements of Peoples Bancorp of North Carolina, Inc. and its wholly owned subsidiary, Peoples Bank (the “Bank”), along with the Bank’s wholly owned subsidiaries, Peoples Investment Services, Inc. (“PIS”), Real Estate Advisory Services, Inc. (“REAS”), Community Bank Real Estate Solutions, LLC (“CBRES”) and PB Real Estate Holdings, LLC (collectively called the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

 

The Bank operates three banking offices focused on the Latino population that were formerly operated as a division of the Bank under the name Banco de la Gente (“Banco”). These offices are now branded as Bank branches and considered a separate market territory of the Bank as they offer normal and customary banking services as are offered in the Bank’s other branches such as the taking of deposits and the making of loans.

 

The consolidated financial statements in this report (other than the Consolidated Balance Sheet at December 31, 2019) are unaudited. In the opinion of management, all adjustments (none of which were other than normal accruals) necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”). Actual results could differ from those estimates.

 

The Company’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. Many of the Company’s accounting policies require significant judgment regarding valuation of assets and liabilities and/or significant interpretation of the specific accounting guidance. A description of the Company’s significant accounting policies can be found in Note 1 of the Notes to Consolidated Financial Statements in the Company’s 2019 Annual Report to Shareholders which is Appendix A to the Proxy Statement for the May 7, 2020 Annual Meeting of Shareholders.

 

Recent Accounting Pronouncements

 

The following table provides a summary of Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) that the Company has recently adopted.

 

Copy History

Recently Adopted Accounting Guidance
ASU	Description	Effective Date	Effect on Financial Statements or Other Significant Matters
ASU 2016-02: Leases	Increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.	January 1, 2019	See section titled "ASU 2016-02" below for a description of the effect on the Company’s results of operations, financial position and disclosures.
ASU 2017-08: Premium Amortization on Purchased Callable Debt Securities	Amended the requirements related to the amortization period for certain purchased callable debt securities held at a premium.	January 1, 2019	The adoption of this guidance did not have a material impact on the Company’s results of operations, financial position or disclosures.
ASU 2018-11: Leases (Topic 842): Targeted Improvements	Intended to reduce costs and ease implementation of ASU 2016-02.	January 1, 2019	The adoption of this guidance did not have a material impact on the Company’s results of operations, financial position or disclosures.
ASU 2018-20: Narrow- Scope Improvements for Lessors	Provides narrow-scope improvements for lessors, that provide relief in the accounting for sales, use and similar taxes, the accounting for other costs paid by a lessee that may benefit a lessor, and variable payments when contracts have lease and non-lease components.	January 1, 2019	See comments for ASU 2016-02 below.
ASU 2019-07: Codification Updates to SEC Sections	Guidance updated for various Topics of the ASC to align the guidance in various SEC sections of the ASC with the requirements of certain SEC final rules.	Effective upon issuance	The adoption of this guidance did not have a material impact on the Company’s results of operations, financial position or disclosures.

  

 

9

 

 

Copy History

ASU	Description