0001558370-21-007178.txt : 20210514 0001558370-21-007178.hdr.sgml : 20210514 20210514093620 ACCESSION NUMBER: 0001558370-21-007178 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 92 CONFORMED PERIOD OF REPORT: 20210331 FILED AS OF DATE: 20210514 DATE AS OF CHANGE: 20210514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARTNERS BANCORP CENTRAL INDEX KEY: 0000832090 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521559535 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-39285 FILM NUMBER: 21922266 BUSINESS ADDRESS: STREET 1: 2245 NORTHWOOD DRIVE CITY: SALISBURY STATE: MD ZIP: 21801 BUSINESS PHONE: 410-548-1100 MAIL ADDRESS: STREET 1: 2245 NORTHWOOD DRIVE CITY: SALISBURY STATE: MD ZIP: 21801 FORMER COMPANY: FORMER CONFORMED NAME: DELMAR BANCORP DATE OF NAME CHANGE: 19880422 10-Q 1 ptrs-20210331x10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to           

Commission File Number: 001-39285

Partners Bancorp

(Exact name of registrant as specified in its charter)

Maryland

52-1559535

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2245 Northwood Drive, Salisbury, Maryland

21801

(Address of principal executive offices)

(Zip Code)

410-548-1100

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

PTRS

Nasdaq Capital Market

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer”, "accelerated filer", "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

Emerging growth company 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

As of May 14, 2021 there were 17,726,648 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.


TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Page

Item 1. Financial Statements

Consolidated Balance Sheets (Unaudited)

3

Consolidated Statements of Income (Unaudited)

4

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

5

Consolidated Statements of Stockholders' Equity (Unaudited)

6

Consolidated Statements of Cash Flows (Unaudited)

7

Notes to Consolidated Financial Statements (Unaudited)

8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

44

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

74

Item 4. Controls and Procedures

74

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

74

Item 1A. Risk Factors

74

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

74

Item 3. Defaults Upon Senior Securities

74

Item 4. Mine Safety Disclosures

74

Item 5. Other Information

74

EXHIBIT INDEX

75

SIGNATURES

76

2


PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PARTNERS BANCORP

CONSOLIDATED BALANCE SHEETS

    

March 31, 

December 31, 

2021

2020

(Dollars in thousands, except per share amounts)

(Unaudited)

*

ASSETS

 

  

 

  

Cash and due from banks

$

19,302

$

13,643

Interest bearing deposits in other financial institutions

 

231,982

 

218,667

Federal funds sold

 

60,413

 

50,301

Cash and cash equivalents

 

311,697

 

282,611

Securities available for sale, at fair value

 

117,996

 

124,925

Loans held for sale

6,541

9,858

Loans, less allowance for credit losses of $14,751 at March 31, 2021 and $13,203 at December 31, 2020

 

1,064,073

 

1,022,302

Accrued interest receivable

 

5,006

 

5,229

Premises and equipment, less accumulated depreciation

 

16,203

 

15,439

Restricted stock

 

5,171

 

5,445

Operating lease right-of-use assets

 

4,104

 

3,983

Financing lease right-of-use assets

 

1,790

 

1,824

Other investments

 

5,063

 

5,091

Bank owned life insurance

14,932

14,841

Other real estate owned, net

 

2,397

 

2,677

Core deposit intangible, net

 

2,505

 

2,660

Goodwill

 

9,582

 

9,582

Other assets

 

8,464

 

7,754

Total assets

$

1,575,524

$

1,514,221

LIABILITIES

 

  

 

  

Deposits:

 

  

 

  

Non-interest bearing demand

$

464,068

$

390,511

Interest bearing demand

 

136,160

 

125,131

Savings and money market

 

345,732

 

323,488

Time, $100,000 or more

 

285,696

 

286,884

Other time

 

140,075

 

142,126

 

1,371,731

 

1,268,140

Accrued interest payable

 

361

 

402

Long-term borrowings with the Federal Home Loan Bank

 

32,807

 

32,972

Subordinated notes payable, net

 

24,114

 

24,101

Other borrowings

957

42,382

Operating lease liabilities

4,425

4,301

Financing lease liabilities

2,213

2,242

Other liabilities

 

3,266

 

2,986

Total liabilities

 

1,439,874

1,377,526

COMMITMENTS, CONTINGENCIES & SUBSEQUENT EVENT

 

  

 

  

STOCKHOLDERS' EQUITY

 

  

 

  

Common stock, par value $.01, authorized 40,000,000 shares, issued and outstanding 17,726,648 as of March 31, 2021 and 17,758,448 as of December 31, 2020

 

177

 

178

Surplus

 

86,996

 

87,200

Retained earnings

 

46,320

 

45,673

Noncontrolling interest in consolidated subsidiaries

1,531

1,346

Accumulated other comprehensive income, net of tax

 

626

 

2,298

Total stockholders' equity

 

135,650

 

136,695

Total liabilities and stockholders' equity

$

1,575,524

$

1,514,221


* Derived from audited consolidated financial statements

The Notes to the Unaudited Consolidated Financial Statements are an integral part of these consolidated financial statements.

3


PARTNERS BANCORP

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended March 31, 

(Dollars in thousands, except per share data)

    

2021

    

2020

INTEREST INCOME ON:

 

  

 

  

 

Loans, including fees

$

12,906

$

13,359

Investment securities:

 

  

 

  

Taxable

 

121

 

435

Tax-exempt

 

225

 

225

Federal funds sold

 

10

 

97

Other interest income

 

138

 

233

 

13,400

 

14,349

INTEREST EXPENSE ON:

 

  

 

  

Deposits

 

1,859

 

2,587

Borrowings

 

607

 

652

 

2,466

 

3,239

NET INTEREST INCOME

 

10,934

 

11,110

Provision for credit losses

 

1,740

 

648

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

 

9,194

 

10,462

OTHER INCOME:

 

  

 

  

Service charges on deposit accounts

 

169

 

289

Gain on sales and calls of investment securities

 

14

 

96

Mortgage banking income, net

1,168

465

Gains on disposal of other assets

 

1

 

Other income

 

902

 

668

 

2,254

 

1,518

OTHER EXPENSES:

 

  

 

  

Salaries and employee benefits

 

5,470

 

4,779

Premises and equipment

 

1,257

 

1,124

Amortization of core deposit intangible

 

155

 

183

(Gains) losses on other real estate owned

 

(4)

 

21

Other expenses

 

2,962

 

2,647

 

9,840

 

8,754

INCOME BEFORE TAXES ON INCOME

 

1,608

 

3,226

Federal and state income taxes

 

333

 

804

NET INCOME

$

1,275

$

2,422

Net (income) attributable to noncontrolling interest

(185)

(16)

NET INCOME ATTRIBUTABLE TO PARTNERS BANCORP

$

1,090

$

2,406

Earnings per common share

 

  

 

  

Basic earnings per share

$

0.061

$

0.135

Diluted earnings per share

$

0.061

$

0.135

The Notes to the Unaudited Consolidated Financial Statements are an integral part of these consolidated financial statements.

4


PARTNERS BANCORP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

Three Months Ended March 31, 

(Dollars in thousands)

2021

    

2020

NET INCOME

$

1,275

$

2,422

OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX:

 

  

 

  

Unrealized holding (losses) gains on securities available for sale arising during the period

 

(2,185)

 

996

Deferred income tax effect

 

524

 

(264)

Other comprehensive (loss) income, net of tax

 

(1,661)

 

732

Reclassification adjustment for gains included in net income

 

(14)

 

(96)

Deferred income tax effect

 

3

 

26

Other comprehensive loss, net of tax

 

(11)

 

(70)

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME

 

(1,672)

 

662

COMPREHENSIVE (LOSS) INCOME

(397)

3,084

COMPREHENSIVE (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTEREST

(185)

(16)

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO PARTNERS BANCORP

$

(582)

$

3,068

The Notes to the Unaudited Consolidated Financial Statements are an integral part of these consolidated financial statements.

5


PARTNERS BANCORP

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

For the three months ended:

Accumulated

Other

Total

Common

Retained

Noncontrolling

Comprehensive

Stockholders'

(Dollars in thousands, except per share amounts)

    

Stock

    

Surplus

    

Earnings

Interest

    

Income (Loss)

    

Equity

Balances, December 31, 2019

 

$

178

 

$

87,437

 

$

41,785

$

738

 

$

739

 

$

130,877

Net income

 

 

 

2,406

16

 

 

2,422

Other comprehensive income, net of tax

 

 

 

 

662

 

662

 

  

 

  

 

  

 

  

 

3,084

Cash dividends, $0.025 per share

 

 

 

(445)

 

 

(445)

Minority interest equity distribution

(45)

(45)

Stock option exercises, net

86

86

Warrant exercises, net

10

10

Stock-based compensation expense recognized in earnings, net of employee tax obligation

 

 

5

 

 

 

5

Balances, March 31, 2020

 

$

178

 

$

87,538

 

$

43,746

$

709

 

$

1,401

 

$

133,572

Balances, December 31, 2020

 

$

178

 

$

87,200

$

45,673

$

1,346

 

$

2,298

 

$

136,695

Net income

 

 

 

1,090

185

 

 

1,275

Other comprehensive loss, net of tax

 

 

 

 

(1,672)

 

(1,672)

 

  

 

  

 

  

 

  

 

(397)

Cash dividends, $0.025 per share

 

 

 

(443)

 

 

(443)

Stock repurchases

(1)

(208)

(209)

Stock-based compensation expense recognized in earnings, net of employee tax obligation

 

 

4

 

 

 

4

Balances, March 31, 2021

$

177

$

86,996

$

46,320

1,531

$

626

$

135,650

The Notes to the Unaudited Consolidated Financial Statements are an integral part of these consolidated financial statements.

6


PARTNERS BANCORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

    

Three Months Ended

March 31, 

(Dollars in thousands)

2021

2020

CASH FLOWS FROM OPERATING ACTIVITIES:

 

  

 

  

Net income

$

1,090

$

2,406

Adjustments to reconcile net income to net cash provided by operating activities:

 

  

 

  

Provision for credit losses and unfunded commitments

 

1,740

 

648

Depreciation

 

394

 

356

Amortization and accretion

 

443

 

(19)

Gain on sales and calls of investment securities

(14)

(96)

Net losses on sales of assets

 

1

 

Loss (gains) on equity securities

35

(31)

Gain on sale of loans held for sale, originated

(1,094)

(435)

Net gains on other real estate owned, including write‑downs

 

(8)

 

Increase in bank owned life insurance cash surrender value

(91)

(50)

Stock‑based compensation expense, net of employee tax obligation

 

4

 

5

Net accretion of certain acquistion related fair value adjustments

 

(262)

 

(1,527)

Changes in assets and liabilities:

 

  

 

  

Loans held for sale

4,411

(1,199)

Accrued interest receivable

 

223

 

(165)

Other assets

 

(270)

 

150

Accrued interest payable

 

(41)

 

(9)

Other liabilities

 

404

 

295

Net cash provided by operating activities

 

6,965

 

329

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  

 

  

Purchases of securities available for sale

 

(29,859)

 

(6,315)

Purchases of other investments

(7)

Purchase of restricted stock

(90)

Proceeds from maturities and paydowns of securities available for sale

 

14,508

 

8,831

Proceeds from sales of securities available for sale

 

19,664

 

Net increase in loans

 

(43,262)

 

(19,615)

Proceeds from sale of assets

 

174

 

Purchases of premises and equipment

 

(1,160)

 

(105)

Proceeds from the sales of foreclosed assets

 

288

 

Proceeds from redemption of restricted stock

 

364

 

221

Net cash used by investing activities

 

(39,380)

 

(16,983)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

  

 

  

Increase in demand, money market, and savings deposits, net

 

106,830

 

24,185

Cash received for the exercise of stock options

 

 

86

Cash received for the exercise of warrants

10

Decrease in time deposits, net

 

(3,243)

 

(10,251)

Decrease in borrowings, net

 

(41,591)

 

(7,302)

Net increase (decrease) in minority interest contributed capital

185

(29)

Decrease in finance lease liability

(29)

(20)

Cash paid for stock repurchases

(208)

Dividends paid

 

(443)

 

(445)

Net cash provided by financing activities

 

61,501

 

6,234

Net increase (decrease) in cash and cash equivalents

 

29,086

 

(10,420)

Cash and cash equivalents, beginning of period

 

282,611

 

95,111

Cash and cash equivalents, ending of period

$

311,697

$

84,691

Supplementary cash flow information:

 

  

 

  

Interest paid

$

2,507

$

3,227

Total (loss) gain on securities available for sale

$

(2,275)

$

901

The Notes to the Unaudited Consolidated Financial Statements are an integral part of these consolidated financial statements.

7


PARTNERS BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Business and Its Significant Accounting Policies

Partners Bancorp (the “Company”) is a multi-bank holding company with two wholly owned subsidiaries (the “Subsidiaries”), The Bank of Delmarva (“Delmarva”), a commercial bank headquartered in Seaford, Delaware that operates primarily in Wicomico and Worcester counties in Maryland, Sussex County in Delaware, and Camden and Burlington counties in New Jersey, and Virginia Partners Bank (“Partners”), a commercial bank headquartered in Fredericksburg, Virginia that operates primarily in and around the greater Fredericksburg, Virginia area, including Stafford County, Spotsylvania County, King George County, Caroline County, and the City of Fredericksburg, Virginia. Partners also operates in Anne Arundel County and the three counties of Southern Maryland, including Charles County, Calvert County, and St. Mary’s County. The Subsidiaries engage in the general banking business and provide a broad range of financial services to individual and corporate customers, and are subject to competition from other financial institutions. The Subsidiaries are also subject to the regulations of certain federal and state agencies and undergo periodic examinations by those regulatory authorities. The accounting and reporting policies of the Company and its Subsidiaries conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and practices within the banking industry.

Significant accounting policies not disclosed elsewhere in the consolidated financial statements are as follows:

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company; the Subsidiaries, along with their consolidated subsidiaries: Delmarva Real Estate Holdings, LLC., a wholly owned subsidiary of Delmarva, which is a real estate holding company; Davie Circle, LLC, a wholly owned subsidiary of Delmarva, which is a real estate holding company; Delmarva BK Holdings, LLC, a wholly owned subsidiary of Delmarva, which is a real estate holding company; DHB Development, LLC, of which Delmarva holds a 40.55% interest, and which is a real estate holding company; West Nithsdale Enterprises, LLC, of which Delmarva holds a 10% interest, and which is a real estate holding company; and FBW, LLC, of which Delmarva holds 50% interest, and which is a real estate holding company; Bear Holdings, Inc., a wholly owned subsidiary of Partners, which is a real estate holding company; Johnson Mortgage Company, LLC, of which Partners owns 51% interest, and which is a residential mortgage company; and 410 William Street, LLC, a wholly owned subsidiary of Partners, which holds investment property. All significant intercompany accounts and transactions have been eliminated in consolidation.

Financial Statement Presentation:

The unaudited interim consolidated financial statements do not include all information and notes necessary for a complete presentation of financial position, results of operations, changes in stockholder's equity, and cash flows in conformity with U.S. GAAP. In the opinion of management, the unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position at March 31, 2021 and December 31, 2020, the results of its operations and its cash flows for the three months ended March 31, 2021 and 2020 in conformity with U.S. GAAP.

Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or for any other period.

Use of Estimates:

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

8


Securities Available for Sale:

Marketable debt securities not classified as held to maturity are classified as available for sale. Securities available for sale are acquired as part of the Subsidiaries' asset/liability management strategy and may be sold in response to changes in interest rates, loan demand, changes in prepayment risk, and other factors. Securities available for sale are carried at fair value as determined by quoted market prices. Unrealized gains or losses based on the difference between amortized cost and fair value are reported in other comprehensive income, net of deferred tax. Realized gains and losses, using the specific identification method, are included as a separate component of other income (expense) and, when applicable, are reported as a reclassification adjustment, net of tax, in other comprehensive income. Premiums and discounts are recognized in interest income using the interest method over the period to maturity. Additionally, declines in the fair value of individual investment securities below their cost that are other than temporary are reflected as realized losses in the consolidated statements of income.

Impairment may result from credit deterioration of the issuer or collateral underlying the security. In performing an assessment of recoverability, all relevant information is considered, including the length of time and extent to which fair value has been less than the amortized cost basis, the cause of the price decline, credit performance of the issuer and underlying collateral, and recoveries or further declines in fair value subsequent to the balance sheet date.

For debt securities, the Company measures and recognizes other-than-temporary impairment (“OTTI”) losses through earnings if (1) the Company has the intent to sell the security or (2) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. In these circumstances, the impairment loss is equal to the full difference between the amortized cost basis and the fair value of the security. For securities that are considered OTTI that the Company has the intent and ability to hold in an unrealized loss position, the OTTI write-down is separated into an amount representing the credit loss, which is recognized in earnings, and the amount related to other factors, which is recognized as a component of other comprehensive income (“OCI”).

Restricted Stock, Equity Securities and Other Investments:

Federal Reserve Bank (“FRB”) stock, at cost, Federal Home Loan Bank (“FHLB”) stock, at cost, Atlantic Central Bankers Bank (“ACBB”) stock, at cost, and Community Bankers Bank (“CBB”) stock, are equity interests in the FRB, FHLB, ACBB, and CBB, respectively. These securities do not have a readily determinable fair value for purposes of ASC 320-10 Investments-Debts and Equity Securities (“ASC 320-10”) because their ownership is restricted and they lack an active market. As there is no readily determinable fair value for these securities, they are carried at cost less any OTTI.

Equity securities with readily determinable fair values are carried at fair value, with changes in fair value reported in net income. Any equity securities without readily determinable fair values are carried at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments. The entirety of any impairment on equity securities is recognized in earnings.

Other investments includes an equity ownership of Solomon Hess SBA Loan Fund LLC which the value is adjusted for its prorata share of assets in the fund. Other investments also includes equity securities the Company holds with Community Capital Management in their Community Reinvestment Act (“CRA”) Qualified Investment Fund.

Bank Owned Life Insurance

The Company has purchased life insurance policies on certain key executives. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other changes or amounts due that are probable at settlement.

9


Loans and the Allowance for Credit Losses:

Loans are generally carried at the amount of unpaid principal, adjusted for unearned loan fees, which are amortized over the term of the loan using the effective interest rate method. Interest on loans is accrued based on the principal amounts outstanding. It is the Subsidiaries' policy to discontinue the accrual of interest when a loan is specifically determined to be impaired or when principal or interest is delinquent for ninety days or more. When a loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Interest income generally is not recognized on specific impaired loans unless the likelihood of further loss is remote. Cash collections on such loans are applied as reductions of the loan principal balance and no interest income is recognized on those loans until the principal balance has been collected. Interest income on other nonaccrual loans is recognized only to the extent of interest payments received. The carrying value of impaired loans is based on the present value of the loan's expected future cash flows or, alternatively, the observable market price of the loan or the fair value of the collateral.

The allowance for loan losses is maintained at a level believed to be adequate by management to absorb probable losses inherent in the loan portfolio and is based on the size and current risk characteristics of the loan portfolio, an assessment of individual problem loans and actual loss experience, the value of the underlying collateral, and current economic events in specific industries and geographical areas, including unemployment levels, and other pertinent factors, including regulatory guidance and general economic conditions. Determination of the allowance is inherently subjective, as it requires significant estimates, including the amounts and timing on historical loss experience, and consideration of current economic trends, all of which may be susceptible to significant change. Loan losses are charged off against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for credit losses is charged to operations based on management's periodic evaluation of the factors previously mentioned, as well as other pertinent factors. Evaluations are conducted at least monthly and more often if deemed necessary.

The allowance for credit losses typically consists of an allocated component and an unallocated component. The allocated component of the allowance for credit losses reflects expected losses resulting from analyses developed through specific credit allocations for individual loans and historical loss experience for each loan category.

The specific credit allocations are based on regular analyses of all loans over a fixed-dollar amount where the internal credit rating is at or below a predetermined classification. The historical loan loss element is determined statistically using an informal loss migration analysis that examines loss experience and the related internal gradings of loans charged off over a current 3 year period. The loss migration analysis is performed quarterly and loss factors are updated regularly based on actual experience. The allocated component of the allowance for credit losses also includes consideration of concentrations and changes in portfolio mix and volume.

Any unallocated portion of the allowance reflects management's estimate of probable inherent but undetected losses within the portfolio due to uncertainties in economic conditions, delays in obtaining information, including unfavorable information about a borrower's financial condition, the difficulty in identifying triggering events that correlate perfectly to subsequent loss rates, and risk factors that have not yet manifested themselves in loss allocation factors. The historical losses used in the migration analysis may not be representative of actual unrealized losses inherent in the portfolio. It is management's intent to continually refine the methodology for the allowance for credit losses in an attempt to directly allocate potential losses in the loan portfolio under ASC Topic 310 and minimize the unallocated portion of the allowance for credit losses.

Loan Charge-off Policies

Loans are generally fully or partially charged down to the fair value of securing collateral when:

management deems the asset to be uncollectible;
repayment is deemed to be made beyond the reasonable time frames;

10


the asset has been classified as a loss by internal or external review; and
the borrower has filed bankruptcy and the loss becomes evident owing to a lack of assets.

Acquired Loans

Loans acquired in connection with business combinations are recorded at their acquisition-date fair value with no carry over of related allowance for credit losses. Any allowance for credit loss on these pools reflect only losses incurred after the acquisition (meaning the present value of all cash flows expected at acquisition that ultimately are not expected to be received). Determining the fair value of the acquired loans involves estimating the principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. Management considered a number of factors in evaluating the acquisition-date fair value including the remaining life of the acquired loans, delinquency status, estimated prepayments, payment options and other loan features, internal risk grade, estimated value of the underlying collateral and interest rate environment.

Acquired loans that meet the criteria for nonaccrual of interest prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if we can reasonably estimate the timing and amount of the expected cash flows on such loans and if we expect to fully collect the new carrying value of the loans, including the impact of any accretable yield.

Loans acquired with deteriorated credit quality are accounted for in accordance with ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (ASC 310-30) if, at acquisition, the loans have evidence of credit quality deterioration since origination and it is probable that all contractually required payments will not be collected. At acquisition, the Company considered several factors as an indicator that an acquired loan had evidence of deterioration in credit quality. These factors include; loans 90 days or more past due, loans with an internal risk grade of substandard or below, loans classified as non-accrual by the acquired institution, and loans that have been previously modified in a troubled debt restructuring.

Under the ASC 310-30 model, the excess of cash flows expected to be collected at acquisition over recorded fair value is referred to as the accretable yield and is the interest component of expected cash flow. The accretable yield is recognized into income over the remaining life of the loan if the timing and/or amount of cash flows expected to be collected can be reasonably estimated (the accretion method). If the timing or amount of cash flows expected to be collected cannot be reasonably estimated, the cost recovery method of income recognition is used. The difference between the loan's total scheduled principal and interest payment over all cash flows expected to be collected at acquisition, considering the impact of prepayments, is referred to as the non-accretable difference. The non-accretable difference represents contractually required principal and interest payments which the Company does not expect to collect.

Over the life of the loan, management continues to estimate cash flows expected to be collected. Decreases in expected cash flows are recognized as impairments through a charge to the provision for credit losses resulting in an increase in the allowance for credit losses. Subsequent improvements in cash flows result in first, reversal of existing valuation allowances recognized subsequent to acquisition, if any, and next, an increase in the amount of accretable yield to be subsequently recognized as interest income on a prospective basis over the loan's remaining life.

Acquired loans that were not individually determined to be purchased with deteriorated credit quality are accounted for in accordance with ASC 310-20, Nonrefundable Fees and Other Costs (ASC 310-20), whereby the premium or discount derived from the fair market value adjustment, on a loan-by-loan or pooled basis, is recognized into interest income on a level yield basis over the remaining expected life of the loan or pool.

11


Troubled Debt Restructurings

A loan is accounted for and reported as a troubled debt restructuring (“TDR”) when, for economic or legal reasons, we grant a concession to a borrower experiencing financial difficulty that we would not otherwise consider. Management strives to identify borrowers in financial difficulty early and works with them to modify to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. A restructuring that results in only an insignificant delay in payment is not considered a concession. A delay may be considered insignificant if the payments subject to the delay are insignificant relative to the unpaid principal or collateral value and the contractual amount due, or the delay in timing of the restructured payment period is insignificant relative to the frequency of the payments, the debt’s original contractual maturity or original expected duration.

TDRs are designated as impaired loans because interest and principal payments will not be received in accordance with the original contract terms. TDRs that are performing and on accrual status as of the date of the modification remain on accrual status. TDRs that are nonperforming as of the date of modification generally remain as nonaccrual until the prospect of future payments in accordance with the modified loan agreement is reasonably assured, generally demonstrated when the borrower maintains compliance with the restructured terms for a predetermined period, normally at least six months. TDRs with temporary below-market concessions remain designated as a TDR and impaired regardless of the accrual or performance status until the loan is paid off. However, if the TDR loan has been modified in a subsequent restructure with market terms and the borrower is not currently experiencing financial difficulty, then the loan may be no longer designated as a TDR.

The COVID-19 pandemic has caused a significant disruption in economic activity worldwide, including in market areas served by the Company. Estimates for the allowance for loan losses at March 31, 2021 include probable losses related to the pandemic. The Company expects that the pandemic will continue to have an effect on its results of operations. If economic conditions deteriorate further, then additional provision for loan losses may be required in future periods. It is unknown how long these conditions will last and what the ultimate financial impact will be to the Company. Depending on the severity and duration of the economic consequences of the pandemic, the Company’s goodwill may become impaired.

The Company has accommodated certain borrowers affected by the COVID-19 pandemic by granting short-term payment deferrals or periods of interest-only payments, including loans that remain in deferral as of March 31, 2021, with an aggregate balance of $10.1 million.  Generally, a short-term payment deferral does not result in a loan modification being classified as a TDR. Additionally, the Coronavirus Aid, Relief and Economic Security Act (CARES Act), enacted on March 27, 2020, and as subsequently supplemented, provided that certain loan modifications that were (1) related to COVID-19 and (2) for loans that were not more than 30 days past due as of December 31, 2019 are not required to be designated as TDRs.  

Loans Held for Sale:

These loans consist of loans made through Partners’ majority owned subsidiary Johnson Mortgage Company, LLC (“JMC”).

JMC is engaged in the mortgage brokerage business in which JMC originates, closes, and immediately sells mortgage loans and related servicing rights to permanent investors in the secondary market. JMC has written commitments from several permanent investors (large financial institutions) and only closes loans that meet the lending requirements of the permanent investors. Loans are made in connection with the purchase or refinancing of existing and new one-to-four family residences primarily in southeastern and northern Virginia. Loans are initially funded primarily by JMC’s lines of credit. With the concurrent sale and delivery of mortgage loans to the permanent investors, JMC records receivables for mortgage loans sold and recognizes the related gains and losses on such sales. The receivables for mortgage loans sold are usually satisfied within 30 days of sale, whereupon the related borrowings on the lines of credit are repaid. Because of the short holding period, these loans are carried at the lower of cost or market and no

12


market adjustments were deemed necessary in the first quarter of 2021 or during 2020. JMC’s agreements with its permanent investors include provisions that could require JMC to repurchase loans under certain circumstances, and also provide for the assessment of fees if loans go into default or are refinanced within specified periods of time. JMC has never been required to repurchase a loan and no allowance has been made as of March 31, 2021 or December 31, 2020 for possible repurchases. Management does not believe that a provision for early default or refinancing costs is necessary at March 31, 2021 or December 31, 2020.

JMC enters into commitments with its customers to originate loans where the interest rate on the loans is determined (locked) prior to funding. While this subjects JMC to the risk that interest rates may change from the commitment date to the funding date, JMC simultaneously enters into financial agreements (best efforts forward sales commitments) with its permanent investors giving JMC the right to deliver (put) loans to the investors at specified yields, thus enabling JMC to manage its exposure to changes in interest rates such that JMC is not subject to fluctuations in fair values of these agreements due to changes in interest rates. However, a default by a permanent investor required to purchase loans under such an agreement would expose JMC to potential fluctuation in selling prices of loans due to changes in interest rate. The fair value of rate lock commitments and forward sales commitments was considered immaterial at March 31, 2021 and December 31, 2020 and an adjustment was not recorded. Gains and losses on the sale of mortgages as well as origination fees, brokerage fees, interest rate lock-in fees and other fees paid by mortgagors are included in Mortgage banking income on the Company’s consolidated statements of income.

Other Real Estate Owned (OREO):

OREO comprises properties acquired in partial or total satisfaction of problem loans. The properties are recorded at fair value at the date acquired. Losses arising at the time of acquisition of such properties are charged against the allowance for credit losses. Subsequent write-downs that may be required and expenses of operation are included in other expenses. Gains and losses realized from the sale of OREO are included in other expenses. At March 31, 2021 there were four properties with a combined estimated value of $2.4 million included in OREO and at December 31, 2020, there were five properties with a combined estimated value of $2.7 million included in OREO.

Intangible Assets and Amortization:

During the fourth quarter of 2019, the Company acquired Partners and during the first quarter of 2018, the Company acquired Liberty Bell Bank (“Liberty”). ASC 350, Intangibles-Goodwill and Other (“ASC 350”), prescribes accounting for intangible assets subsequent to initial recognition. Acquired intangible assets (such as core deposit intangibles) are separately recognized if the benefit of the assets can be sold, transferred, licensed, rented, or exchanged, and amortized over their useful lives. Intangible assets related to the acquisitions are amortized (See Note 12 – Goodwill and Intangible Assets for further information).

Goodwill

The Company’s goodwill was recognized in connection with the acquisitions of Partners and Liberty. The Company reviews the carrying value of goodwill at least annually or more frequently if certain impairment indicators exist. In testing goodwill for impairment, the Company may first consider qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, we conclude that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then no further testing is required and the goodwill of the reporting unit is not impaired. If the Company elects to bypass the qualitative assessment or if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the fair value of the reporting unit is compared with its carrying amount to determine whether an impairment exists.

Accounting for Stock Based Compensation:

The Company follows ASC 718-10, Compensation—Stock Compensation (“ASC 718-10”) for accounting and reporting for stock-based compensation plans. ASC 718-10 defines a fair value at grant date to be used for measuring compensation expense for stock-based compensation plans to be recognized in the statement of income.

13


Earnings Per Share:

Basic earnings per common share are determined by dividing net income and accretion of warrants by the weighted average number of shares outstanding for each period, giving retroactive effect to stock splits and dividends. Weighted average common shares outstanding were 17,732,521 and 17,805,714 for the  three months ended March 31, 2021 and 2020. Calculations of diluted earnings per common share include the average dilutive common stock equivalents outstanding during the period, unless they are anti-dilutive. Dilutive common equivalent shares consist of stock options calculated using the treasury stock method and restricted stock awards (See Note 8 – Earnings Per Share for further information).

Note 2. Investment Securities

Securities available for sale are as follows:

March 31, 2021

Dollars in Thousands

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

    

Cost

    

Gains

    

Losses

    

Value

Obligations of U.S. Government agencies and corporations

$

5,758

$

78

$

160

$

5,676

Obligations of States and political subdivisions

 

35,383

 

1,341

 

15

 

36,709

Mortgage-backed securities

 

71,989

 

464

 

863

 

71,590

Subordinated debt investments

3,985

41

5

4,021

$

117,115

$

1,924

$

1,043

$

117,996

December 31, 2020

Dollars in Thousands

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

    

Cost

    

Gains

    

Losses

    

Value

Obligations of U.S. Government agencies and corporations

$

6,758

$

137

$

12

$

6,883

Obligations of States and political subdivisions

 

36,245

 

1,878

 

 

38,123

Mortgage-backed securities

 

74,857

 

1,127

 

108

 

75,876

Subordinated debt investments

3,985

62

4

4,043

$

121,845

$

3,204

$

124

$

124,925

Gross unrealized losses and fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2021 and December 31, 2020, are as follows:

March 31, 2021

Dollars in Thousands

Less than 12 months

12 months or more

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

    

Value

    

Loss

    

Value

    

Loss

    

Value

    

Loss

Obligations of U.S. Government agencies and corporations

$

3,006

$

160

$

$

$

3,006

$

160

Obligations of States and political subdivisions

 

2,421

 

15

 

 

 

2,421

 

15

Mortgage-backed securities

 

56,340

 

863

 

 

 

56,340

 

863

Subordinated debt investments

245

5

245

5

Total securities with unrealized losses

$

62,012

$

1,043

$

$

$

62,012

$

1,043

14


December 31, 2020

Dollars in Thousands

Less than 12 months

12 months or more

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

    

Value

    

Loss

    

Value

    

Loss

    

Value

    

Loss

Obligations of U.S. Government agencies and corporations

$

2,494

$

12

$

$

$

2,494

$

12

Obligations of States and political subdivisions

 

 

 

 

 

 

Mortgage-backed securities

 

18,525

 

108

 

 

 

18,525

 

108

Subordinated debt investments

 

996

 

4

 

 

 

996

 

4

Total securities with unrealized losses

$

22,015

$

124

$

$

$

22,015

$

124

For individual securities classified as either available for sale or held to maturity, the Company must determine whether a decline in fair value below the amortized cost basis is other than temporary. In estimating OTTI losses, management considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. If the decline in fair value is considered to be other than temporary, the cost basis of the individual security shall be written down to the fair value as a new cost basis and the amount of the write-down shall be included in earnings (that is, accounted for as a realized loss).

At March 31, 2021 there were seventeen mortgage-backed securities (MBS), three agency investments, one subordinated debt investment and four municipal securities that have been in a continuous unrealized loss position for less than twelve months. At March 31, 2021 there were no securities that had been in a continuous unrealized loss position for more than twelve months. Management found no evidence of OTTI on any of these securities and believes that unrealized losses are due to fluctuations in fair values resulting from changes in market interest rates and are considered temporary. As of March 31, 2021, management also believes it has the ability and intent to hold the securities for a period of time sufficient for a recovery of cost.

During the three months ended March 31, 2021 the Company sold ten securities, resulting in a gain of $14 thousand. During the three months ended March 31, 2020, the Company sold one security, resulting in a gain of $23 thousand. During the three months ended March 31, 2021, three securities were either matured or called, resulting no net gain or loss. During the three months ended March 31, 2020, eight securities were either matured or called, respectively, resulting in a gain of $73 thousand for the period.

The Company realized a loss of $35 thousand on equity securities during the period ended March 31, 2021 and realized a gain of $31 thousand on equity securities during the period ended March 31, 2020.

The Company has pledged certain securities as collateral for qualified customers’ deposit accounts at March 31, 2021 and December 31, 2020. The amortized cost and fair value of these pledged securities was $11.8 million at March 31, 2021. The amortized cost and fair value of these pledged securities was $8.9 million and $9.3 million, respectively, at December 31, 2020.

Contractual maturities of investment securities at March 31, 2021 are shown below. Actual maturities may differ from contractual maturities because debtors may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities have no stated maturity and primarily reflect investments in various Pass-through and Participation Certificates issued by the Federal National Mortgage Association and the Government National Mortgage Association. Repayment of mortgage-backed securities is affected by the contractual repayment terms of the underlying mortgages collateralizing these obligations and the current level of interest rates.

15


The following is a summary of maturities, calls, or repricing of securities available for sale:

March 31, 2021

Securities

 

Available for Sale

Dollars in Thousands

Amortized

Fair

    

Cost

    

Value

Due in one year or less

$

1,125

$

1,126

Due after one year through five years

 

4,407

 

4,608

Due after five years through ten years

 

19,837

 

20,408

Due after ten years or more

 

19,757

 

20,264

Mortgage-backed securities, due in monthly installments

 

71,989

 

71,590

$

117,115

$

117,996

Note 3. Loans, Allowance for Credit Losses and Impaired Loans

Major categories of loans as of March 31, 2021 and December 31, 2020 are as follows:

(Dollars in thousands)

    

At March 31, 2021

    

December 31, 2020

Originated Loans

 

  

 

  

Real Estate Mortgage

Construction and land development

$

86,501

$

71,361

Residential real estate

136,216

128,285

Nonresidential

415,273

394,539

Home equity loans

18,193

18,526

Commercial

134,744

115,387

Consumer and other loans

 

3,420

 

2,924

 

794,347

 

731,022

Acquired Loans

 

  

 

  

Real Estate Mortgage

Construction and land development

$

3,550

$

3,345

Residential real estate

 

63,648

 

71,064

Nonresidential

167,773

175,206

Home equity loans

14,314

15,700

Commercial

33,590

37,411

Consumer and other loans

 

1,602

 

1,757

284,477

304,483

Total Loans

 

  

 

  

Real Estate Mortgage

 

 

Construction and land development

$

90,051

$

74,706

Residential real estate

199,864

199,349

Nonresidential

583,046

569,745

Home equity loans

32,507

34,226

Commercial

168,334

152,798

Consumer and other loans

 

5,022

 

4,681

 

1,078,824

 

1,035,505

Less: Allowance for credit losses

 

(14,751)

 

(13,203)

$

1,064,073

$

1,022,302

16


Allowance for Credit Losses

Management has an established methodology to determine the adequacy of the allowance for credit losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for credit losses, the Company has segmented the loan portfolio into the following classifications:

Real Estate Mortgage (which includes Construction and Land Development, Residential Real Estate, Nonresidential Real Estate and Home Equity Loans)
Commercial
Consumer and other loans

Each of these segments are reviewed and analyzed quarterly using historical charge-off experience for their respective segments as well as the following qualitative factors:

Changes in the levels and trends in delinquencies, non-accruals, classified assets and TDRs
Changes in the value of underlying collateral
Changes in the nature and volume of the portfolio
Effects of any changes in lending policies, procedures, including underwriting standards and collections, charge off and recovery practices
Changes in the experience, depth and ability of management
Changes in the national and local economic conditions and developments, including the condition of various market segments
Changes in the concentration of credits within each pool
Changes in the quality of the Company’s loan review system and the degree of oversight by the Company’s Board of Directors
Changes in external factors such as competition and the legal environment.

The above factors result in a FASB ASC 450-10- 20 calculated reserve for environmental factors.

All credit exposures graded at a rating of “non-pass” with outstanding balances less than or equal to $250 thousand and credit exposures graded at a rating of “pass” are reviewed and analyzed quarterly using historical charge-off experience for their respective segments as well as the qualitative factors discussed above. The historical charge-off experience is further adjusted based on delinquency risk trend assessments and concentration risk assessments.

All credit exposures graded at a rating of “non-pass” with outstanding balances greater than $250 thousand and all credit exposures classified as TDR’s are to be reviewed no less than quarterly for the purpose of determining if a specific allocation is needed for that credit. The determination for a specific reserve is measured based on the present value of expected future cash flows, discounted at the loan's effective interest rate, except when the sole (remaining) source of repayment for the loan is the operation or liquidation of the collateral. In these cases management uses the current fair value of the collateral, less selling cost when foreclosure is probable, instead of discounted cash flows. If management determines that the value of the loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance for credit losses estimate or a charge-off to the allowance for credit losses.

17


The establishment of a specific reserve does not necessarily mean that the credit with the specific reserve will definitely incur loss at the reserve level. It is only an estimation of the potential loss based upon anticipated events. A specific reserve will not be established unless loss elements can be determined and quantified based on known facts. The total allowance reflects management's estimate of credit losses inherent in the loan portfolio as of March 31, 2021 and December 31, 2020.

The following tables include impairment information relating to loans and the allowance for credit losses as of March 31, 2021 and December 31, 2020:

Real Estate Mortgage

Construction

and Land

Residential

Consumer

Dollars in Thousands

    

Development

    

Real Estate

    

Nonresidential

    

Home Equity

    

Commercial

    

and Other

    

Unallocated

    

Total

Balance at March 31, 2021

Purchased credit impaired loans

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Balance in allowance

$

$

$

$

$

41

$

$

$

41

Related loan balance

 

44

 

1,826

 

2,200

 

 

311

 

 

 

4,381

Individually evaluated for impairment:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Balance in allowance

$

$

150

$

870

$

$

500

$

$

$

1,520

Related loan balance

 

175

 

2,517

8,367

 

 

489

 

 

 

11,548

Collectively evaluated for impairment:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Balance in allowance

$

1,054

$

2,253

$

7,768

$

248

$

1,457

$

29

$

381

$

13,190

Related loan balance

 

89,832

 

195,521

 

572,479

 

32,507

 

167,534

 

5,022

 

 

1,062,895

Note: The balances above include unamortized discounts on acquired loans of $3.6 million.

Real Estate Mortgage

Construction

and Land

Residential

Consumer

Dollars in Thousands

    

Development

    

Real Estate

    

Nonresidential

    

Home Equity

    

Commercial

    

and Other

    

Unallocated

    

Total

Balance at December 31, 2020

Purchased credit impaired loans

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Balance in allowance

$

$

$

$

$

41

$

$

$

41

Related loan balance

 

44

 

1,839

 

2,237

 

 

361

 

 

 

4,481

Individually evaluated for impairment:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Balance in allowance

$

$

156

$

17

$

$

500

$

$

$

673

Related loan balance

 

175

 

2,947

 

6,990

 

 

489

 

 

 

10,601

Collectively evaluated for impairment:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Balance in allowance

$

903

$

2,195

$

7,567

$

271

$

1,402

$

37

$

114

$

12,489

Related loan balance

 

74,487

 

194,563

 

560,518

 

34,226

 

151,948

 

4,681

 

 

1,020,423

Note: The balances above include unamortized discounts on acquired loans of $4.0 million.

18


The following tables provide a summary of the activity in the allowance for credit losses allocated by loan class for the three months ended March 31, 2021 and 2020. Allocation of a portion of the allowance to one loan class does not preclude its availability to absorb losses in other loan classes.

March 31, 2021

Real Estate Mortgage

Construction

and Land

Residential

Consumer

Dollars in Thousands

    

Development

    

Real Estate

    

Nonresidential

    

Home Equity

    

Commercial

    

and Other

    

Unallocated

    

Total

Three Months Ended

 

  

 

  

 

  

 

  

 

  

Beginning Balance

$

903

2,351

7,584

271

 

1,943

 

37

 

114

 

13,203

Charge-offs

 

(28)

(212)

(6)

 

 

(9)

 

 

(255)

Recoveries

 

2

51

 

4

 

6

 

 

63

Provision

 

151

78

1,215

(17)

 

51

 

(5)

 

267

 

1,740

Ending Balance

$

1,054

2,403

8,638

248

 

1,998

 

29

 

381

 

14,751

December 31, 2020

Real Estate Mortgage