0000832090
false
0000832090
2023-10-27
2023-10-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 27, 2023
Partners
Bancorp
(Exact name of registrant
as specified in its charter)
Maryland |
001-39285 |
52-1559535 |
(State or other jurisdiction |
(Commission file number) |
(IRS Employer |
of incorporation) |
|
Identification No.) |
2245
Northwood Drive, Salisbury, Maryland
21801
(Address of Principal Executive Offices) (Zip
Code)
Registrant's telephone number, including area
code: (410) 548-1100
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General
Instruction A.2. below):
|
¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
| |
|
¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| |
|
¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
| |
|
¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 $0.01 per share |
PTRS |
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
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. ¨
Item 2.02 Results of Operations and Financial Condition.
On October 27, 2023,
Partners Bancorp (the “Company”) issued a press release reporting its financial results for the three and nine months ended
September 30, 2023. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated by reference into this Item 2.02.
The information disclosed
in or incorporated by reference into this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
PARTNERS BANCORP |
|
(Registrant) |
|
|
|
By: |
/s/ John W. Breda |
|
Name: |
John W. Breda |
|
Title: |
President and Chief Executive Officer |
Dated: October 27, 2023
Exhibit 99.1
PRESS RELEASE
Partners Bancorp Reports Results of Operations
for the Third Quarter 2023
SALISBURY, MD – October 27, 2023 –
Partners Bancorp (NASDAQ: PTRS) (the “Company”), the parent company of The Bank of Delmarva (“Delmarva”), Seaford,
Delaware, and Virginia Partners Bank (“Virginia Partners”), Fredericksburg, Virginia, reported net income attributable to
the Company of $4.5 million, or $0.25 per diluted share, for the three months ended September 30, 2023, a $429 thousand or 10.4%
increase when compared to net income attributable to the Company of $4.1 million, or $0.23 per diluted share, for the same period in 2022.
For the nine months ended September 30, 2023, the Company reported net income attributable to the Company of $11.6 million, or $0.65
per diluted share, a $2.2 million or 23.8% increase when compared to net income attributable to the Company of $9.4 million, or $0.52
per diluted share, for the same period in 2022.
As previously disclosed, on February 22,
2023, the Company and LINKBANCORP, Inc. (“LINK”) (NASDAQ: LNKB), parent company of LINKBANK, announced that they have
entered into a definitive agreement and plan of merger pursuant to which the Company will merge into LINK, with LINK surviving, and following
which Delmarva and Virginia Partners will each successively merge with and into LINKBANK, with LINKBANK surviving. Upon completion of
the transaction, the Company’s shareholders will own approximately 56% and LINK shareholders, inclusive of shares issued in a concurrent
private placement of common stock by LINK, will own approximately 44% of the combined company. The mergers remain subject to the approval
of the Board of Governors of the Federal Reserve System and fulfillment of other customary closing conditions. The Company and LINK anticipate
closing the mergers in the fourth quarter of 2023.
John W. Breda, the Company’s President and
Chief Executive Officer, commented, “I am very pleased with our operating results for the third quarter of 2023. Net income
in the third quarter of 2023 improved by 10.4% when compared to the same period of 2022, and improved by 20.6% when compared to the second
quarter of 2023. During the third quarter of 2023, the Company generated loan growth of 1.5%, bringing our year to date growth rate to
5.2%, and we finished the period maintaining strong asset quality. The Company’s total deposits decreased by 1.2% as compared to
December 31, 2022, representing minimal deposit outflow in the first nine months of 2023. However, during the third quarter of 2023,
the Company’s total deposits increased by 0.3%, signaling a shift away from the negative industry trends experienced during the
first half of 2023. As expected, given the continued impact of rising market interest rates, competition for deposits, and increased borrowing
costs, the Company experienced an increase in its overall cost of funds during the third quarter of 2023 by 81 basis points when compared
to the same period of 2022, and by 12 basis points when compared to the second quarter of 2023. Despite this negative trend, the yields
on the Company’s interest-earning assets have continued to increase more than our overall funding costs. As a result, the Company’s
net interest margin for the third quarter of 2023 improved by 41 basis points compared to the same period of 2022, and improved by 6 basis
points when compared to the second quarter of 2023. I continue to remain very confident in the overall strength of the Company’s
balance sheet, including our current asset quality metrics, capital levels, deposit base, and liquidity position.”
Breda continued, “As previously disclosed,
early in the fourth quarter of 2023 we announced the receipt of required regulatory approvals from the Federal Deposit Insurance Corporation,
the Pennsylvania Department of Banking and Securities, the Virginia State Corporation Commission, the Delaware Office of the State Bank
Commissioner and the Maryland Office of the Commissioner of Financial Regulation related to our pending merger with LINK. We continue
to be very excited about what the future holds for the combined company.”
Effective January 1, 2023, the Company adopted
Accounting Standards Update (“ASU”) 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments,” which replaced the prior incurred loss methodology with an expected loss methodology that is referred
to as the current expected credit loss (or the “CECL Standard”).
The Company’s results for reporting periods
beginning after January 1, 2023 are presented under the CECL Standard while prior period amounts continue to be reported in accordance
with previously applicable accounting guidance.
The Company’s results of operations for
the three months ended September 30, 2023 were directly impacted by the following:
Positive Impacts:
· | An increase in net interest income due primarily to an increase in average loan balances and higher yields
earned, an increase in the yields earned on average cash and cash equivalents and investment securities balances, and a decrease in average
interest-bearing deposit balances, which were partially offset by decreases in average cash and cash equivalents and investment securities
balances, higher rates paid on average interest-bearing deposit balances, and an increase in average borrowings balances and higher rates
paid; |
· | A higher net interest margin (tax equivalent basis); |
· | Recording a lower provision for credit losses due to changes in the assessment of economic factors, and
for September 30, 2023, more favorable views on the downside risks to the economic forecast compared to June 30, 2023, and lower
net charge-offs, which were partially offset by a higher required reserve on unfunded credit commitments and organic loan growth; |
· | Recording no losses on sales and calls of investment securities during the three months ended September 30,
2023; and |
· | Recording gains on sales of other assets during the three months ended September 30, 2023. |
Negative Impacts:
· | Reduced operating results from Virginia Partners’ majority owned subsidiary Johnson Mortgage Company,
LLC and lower mortgage division fees at Delmarva; and |
· | Incurring $157 thousand in merger related expenses during the three months ended September 30, 2023
in connection with the Company’s pending merger with LINK, as compared to $167 thousand during the same period of 2022 in connection
with the Company’s terminated merger with OceanFirst Financial Corp. (“OceanFirst”). |
The Company’s results of operations for
the nine months ended September 30, 2023 were directly impacted by the following:
Positive Impacts:
· | An increase in net interest income due primarily to increases in average loan and investment securities
balances and higher yields earned on each, an increase in the yields earned on average cash and cash equivalents balances, and a decrease
in average interest-bearing deposit balances, which were partially offset by a decrease in average cash and cash equivalents balances,
higher rates paid on average interest-bearing deposit balances, an increase in average borrowings balances and higher rates paid, and
lower net loan fees earned related to the forgiveness of loans originated and funded under the Paycheck Protection Program (“PPP”)
of the Small Business Administration; |
· | A higher net interest margin (tax equivalent basis); |
· | Recording a lower provision for credit losses due to changes in the assessment of economic factors, and
for September 30, 2023, more favorable views on the downside risks to the economic forecast compared to January 1, 2023, lower
net charge-offs, and a lower required reserve on unfunded credit commitments, which were partially offset by organic loan growth; |
· | Recording no losses on sales and calls of investment securities during the nine months ended September 30,
2023; |
· | Recording no impairment loss on restricted stock during the nine months ended September 30, 2023;
and |
· | Recording gains on sales of other assets during the nine months ended September 30, 2023. |
Negative Impacts:
· | Reduced operating results from Virginia Partners’ majority owned subsidiary Johnson Mortgage Company,
LLC and lower mortgage division fees at Delmarva; |
· | Recording no gains or operating expenses on other real estate owned, net during the nine months ended
September 30, 2023; and |
· | Incurring $1.6 million in merger related expenses during the nine months ended September 30, 2023
in connection with the Company’s pending merger with LINK, as compared to $720 thousand during the same period of 2022 in connection
with the Company’s terminated merger with OceanFirst. |
For the three months ended September 30,
2023, the Company’s annualized return on average assets, annualized return on average equity and efficiency ratio were 1.17%, 12.59%
and 63.37%, respectively, as compared to 0.98%, 12.01% and 64.00%, respectively, for the same period in 2022.
For the nine months ended September 30, 2023,
the Company’s annualized return on average assets, annualized return on average equity and efficiency ratio were 1.01%, 11.02% and
67.39%, respectively, as compared to 0.75%, 9.23% and 69.96%, respectively, for the same period in 2022.
The increase in net income attributable to the
Company for the three and nine months ended September 30, 2023, as compared to the same periods in 2022, was driven by an increase
in net interest income and a lower provision for credit losses, which were partially offset by a decrease in other income, an increase
in other expenses, and higher federal and state income taxes.
Interest Income and Expense – Three
Months Ended September 30, 2023 and 2022
Net interest income and net interest margin
Net interest income in the third quarter of 2023
increased by $404 thousand, or 2.7%, when compared to the third quarter of 2022. The Company’s net interest margin (tax equivalent
basis) increased to 4.09%, representing an increase of 41 basis points for the three months ended September 30, 2023 as compared
to the same period in 2022. The increase in the net interest margin (tax equivalent basis) was primarily due to higher average balances
of and yields earned on loans, higher yields earned on average interest-bearing deposits in other financial institutions, federal funds
sold, and investment securities, and lower average balances of interest-bearing liabilities, which were partially offset by lower average
balances of interest-bearing deposits in other financial institutions, federal funds sold, and investment securities, and higher rates
paid on average interest-bearing liabilities. Total interest income increased by $3.3 million, or 20.2%, for the three months ended September 30,
2023, while total interest expense increased by $2.9 million, or 184.5%, both as compared to the same period in 2022.
The most significant factors impacting net interest
income during the three month period ended September 30, 2023 were as follows:
Positive Impacts:
· | Increase in average loan balances, primarily due to organic loan growth, and higher loan yields, primarily
due to repricing of variable rate loans, higher average yields on new loan originations, and pay-offs of lower yielding fixed rate loans;
and |
· | Higher yields earned on average interest-bearing deposits in other financial institutions, federal funds
sold, and investment securities, primarily due to higher interest rates over the comparable periods. |
Negative Impacts:
· | Decrease in average interest-bearing deposits in other financial institutions and federal funds sold,
primarily due to loan growth outpacing deposit growth, and deposit outflows due to competitive pressures in the higher interest rate environment
and the negative banking industry developments associated with multiple high-profile bank failures that occurred during the first six
months of 2023, which were partially offset by lower investment securities balances; |
· | Decrease in average investment securities balances, primarily due to scheduled payments of principal,
which was partially offset by management of the investment securities portfolio in light of the Company’s liquidity needs; |
· | Decrease in average interest-bearing deposit balances and higher rates paid, primarily due to deposit
outflows due to competitive pressures in the higher interest rate environment and the negative banking industry developments associated
with multiple high-profile bank failures that occurred during the first six months of 2023, which were partially offset by organic deposit
growth; and |
· | Increase in average borrowings balances and higher rates paid, primarily due to an increase in the average
balance of short-term Federal Home Loan Bank advances due to the aforementioned decrease in average interest-bearing deposit balances.
The increase in the average balance of short-term Federal Home Loan Bank advances was partially offset by a decrease in the average balance
of long-term Federal Home Loan Bank advances resulting from maturities and payoffs of borrowings that were not replaced and scheduled
principal curtailments. |
Loans
Average loan balances increased by $111.2 million,
or 9.5%, and average yields earned increased by 85 basis points to 5.62% for the three months ended September 30, 2023, as compared
to the same period in 2022. The increase in average loan balances was primarily due to organic loan growth, including growth in average
loan balances of approximately $42.2 million related to Virginia Partners’ expansion into the Greater Washington market. The increase
in average yields earned was primarily due to repricing of variable rate loans, higher average yields on new loan originations, and pay-offs
of lower yielding fixed rate loans. Total average loans were 86.4% of total average interest-earning assets for the three months ended
September 30, 2023, compared to 73.0% for the three months ended September 30, 2022.
Investment securities
Average total investment securities balances decreased
by $5.1 million, or 3.3%, and average yields earned increased by 41 basis points to 2.71% for the three months ended September 30,
2023, as compared to the same period in 2022. The decrease in average total investment securities balances was primarily due to scheduled
payments of principal, which was partially offset by management of the investment securities portfolio in light of the Company’s
liquidity needs. The increase in average yields earned was primarily due to higher interest rates over the comparable periods. Total average
investment securities were 10.1% of total average interest-earning assets for the three months ended September 30, 2023, compared
to 9.6% for the three months ended September 30, 2022.
Interest-bearing deposits
Average total interest-bearing deposit balances
decreased by $90.1 million, or 10.0%, and average rates paid increased by 139 basis points to 1.86% for the three months ended September 30,
2023, as compared to the same period in 2022, primarily due to deposit outflows due to competitive pressures in the higher interest rate
environment and the negative banking industry developments associated with multiple high-profile bank failures that occurred during the
first six months of 2023, partially offset by organic deposit growth, including average growth of approximately $24.6 million in interest-bearing
deposits related to Virginia Partners’ expansion into the Greater Washington market.
Borrowings
Average total borrowings increased by $13.6 million,
or 27.6%, and average rates paid increased by 47 basis points to 4.48% for the three months ended September 30, 2023, as compared
to the same period in 2022. The increase in average total borrowings balances and rates paid was primarily due to an increase in the average
balance of short-term Federal Home Loan Bank advances due to the aforementioned decrease in average interest-bearing deposit balances,
which was partially offset by a decrease in the average balance of long-term Federal Home Loan Bank advances resulting from maturities
and payoffs of borrowings that were not replaced and scheduled principal curtailments.
Interest Income and Expense – Nine
Months Ended September 30, 2023 and 2022
Net interest income and net interest margin
Net interest income during the first nine months
of 2023 increased by $5.6 million, or 14.2%, when compared to the first nine months of 2022. The Company’s net interest margin (tax
equivalent basis) increased to 4.09%, representing an increase of 79 basis points for the nine months ended September 30, 2023 as
compared to the same period in 2022. The increase in the net interest margin (tax equivalent basis) was primarily due to higher average
balances of and yields earned on loans and investment securities, higher yields earned on average interest-bearing deposits in other financial
institutions and federal funds sold, and lower average balances of interest-bearing liabilities, which were partially offset by lower
average balances of interest-bearing deposits in other financial institutions and federal funds sold, and higher rates paid on average
interest-bearing liabilities. Total interest income increased by $12.0 million, or 26.8%, for the nine months ended September 30,
2023, while total interest expense increased by $6.3 million, or 127.8%, both as compared to the same period in 2022.
The most significant factors impacting net interest
income during the nine months ended September 30, 2023 were as follows:
Positive Impacts:
· | Increase in average loan balances, primarily due to organic loan growth, and higher loan yields, primarily
due to repricing of variable rate loans, higher average yields on new loan originations, and pay-offs of lower yielding fixed rate loans,
which were partially offset by lower net loan fees earned related to the forgiveness of loans originated and funded under the PPP; |
· | Increase in average investment securities balances and higher investment securities yields, primarily
due to management of the investment securities portfolio in light of the Company’s liquidity needs, which was partially offset by
scheduled payments of principal, and higher interest rates over the comparable periods; and |
· | Higher yields earned on average interest-bearing deposits in other financial institutions and federal
funds sold, primarily due to higher interest rates over the comparable periods. |
Negative Impacts:
· | Decrease in average interest-bearing deposits in other financial institutions and federal funds sold,
primarily due to loan growth outpacing deposit growth, deposit outflows due to competitive pressures in the higher interest rate environment
and the negative banking industry developments associated with multiple high-profile bank failures that occurred during the first six
months of 2023, and higher investment securities balances; |
· | Decrease in average interest-bearing deposit balances and higher rates paid, primarily due to scheduled
maturities of time deposits that were not replaced and deposit outflows due to competitive pressures in the higher interest rate environment
and the negative banking industry developments associated with multiple high-profile bank failures that occurred during the first six
months of 2023, which were partially offset by organic deposit growth; and |
· | Increase in average borrowings balances and higher rates paid, primarily due to an increase in the average
balance of short-term Federal Home Loan Bank advances due to the aforementioned decrease in average interest-bearing deposit balances.
The increase in the average balance of short-term Federal Home Loan Bank advances was partially offset by a decrease in the average balance
of long-term Federal Home Loan Bank advances resulting from maturities and payoffs of borrowings that were not replaced and scheduled
principal curtailments. |
Loans
Average loan balances increased by $110.6 million,
or 9.6%, and average yields earned increased by 78 basis points to 5.44% for the nine months ended September 30, 2023, as compared
to the same period in 2022. The increase in average loan balances was primarily due to organic loan growth, including growth in average
loan balances of approximately $52.0 million related to Virginia Partners’ expansion into the Greater Washington market. The increase
in average yields earned was primarily due to repricing of variable rate loans, higher average yields on new loan originations, and pay-offs
of lower yielding fixed rate loans, which were partially offset by lower net loan fees earned related to the forgiveness of loans originated
and funded under the PPP. Total average loans were 85.1% of total average interest-earning assets for the nine months ended September 30,
2023, compared to 71.7% for the nine months ended September 30, 2022.
Investment securities
Average total investment securities balances increased
by $7.2 million, or 4.9%, and average yields earned increased by 45 basis points to 2.65% for the nine months ended September 30,
2023, as compared to the same period in 2022. The increases in average total investment securities balances and average yields earned
was primarily due to management of the investment securities portfolio in light of the Company’s liquidity needs, which was partially
offset by scheduled payments of principal, and higher interest rates over the comparable periods. Total average investment securities
were 10.3% of total average interest-earning assets for the nine months ended September 30, 2023, compared to 9.0% for the nine months
ended September 30, 2022.
Interest-bearing deposits
Average total interest-bearing deposit balances
decreased by $115.2 million, or 12.6%, and average rates paid increased by 98 basis points to 1.48% for the nine months ended September 30,
2023, as compared to the same period in 2022, primarily due to scheduled maturities of time deposits that were not replaced and deposit
outflows due to competitive pressures in the higher interest rate environment and the negative banking industry developments associated
with multiple high-profile bank failures that occurred during the first six months of 2023, partially offset by organic deposit growth,
including average growth of approximately $15.9 million in interest-bearing deposits related to Virginia Partners’ expansion into
the Greater Washington market.
Borrowings
Average total borrowings increased by $21.4 million,
or 43.6%, and average rates paid increased by 44 basis points to 4.47% for the nine months ended September 30, 2023, as compared
to the same period in 2022. The increase in average total borrowings balances and rates paid was primarily due to an increase in the average
balance of short-term Federal Home Loan Bank advances due to the aforementioned decrease in average interest-bearing deposit balances,
which was partially offset by a decrease in the average balance of long-term Federal Home Loan Bank advances resulting from maturities
and payoffs of borrowings that were not replaced and scheduled principal curtailments.
Provision for Credit Losses
The provision for credit losses in the third quarter
of 2023 was $2 thousand, a decrease of $417 thousand, or 99.5%, when compared to the provision for credit losses of $419 thousand in the
third quarter of 2022. The decrease in the provision for credit losses during the three months ended September 30, 2023, as compared
to the same period of 2022, was primarily due to changes in the assessment of economic factors, and for September 30, 2023, more
favorable views on the downside risks to the economic forecast compared to June 30, 2023, and lower net charge-offs, which were partially
offset by a higher required reserve on unfunded credit commitments and organic loan growth. The provision for credit losses during the
first nine months of 2023 was $396 thousand, a decrease of $407 thousand, or 50.7%, when compared to the provision for credit losses of
$803 thousand during the first nine months of 2022. The decrease in the provision for credit losses during the nine months ended September 30,
2023, as compared to the same period of 2022, was primarily due to changes in the assessment of economic factors, and for September 30,
2023, more favorable views on the downside risks to the economic forecast compared to January 1, 2023, lower net charge-offs, and
a lower required reserve on unfunded credit commitments, which were partially offset by organic loan growth.
The provision for credit losses during the three
and nine months ended September 30, 2023, as well as the allowance for credit losses as of September 30, 2023, represents management’s
best estimate of the impact of current economic trends, forecasts of a potential recession in the U.S. and recent negative banking industry
developments associated with multiple high-profile bank failures, on the ability of the Company’s borrowers to repay their loans.
Management continues to carefully assess the exposure of the Company’s loan portfolio to economic trends, such as forecasts of a
potential recession and the aforementioned recent banking industry developments, and their potential effects on asset quality. As of September 30,
2023, the Company’s delinquencies and nonperforming assets had not been materially impacted by any of the aforementioned factors,
trends, forecasts or developments.
Other Income
Other income in the third quarter of 2023 decreased
by $134 thousand, or 10.8%, when compared to the third quarter of 2022. Key changes in the components of other income for the three months
ended September 30, 2023, as compared to the same period in 2022, are as follows:
· | Service charges on deposit accounts increased by $31 thousand, or 12.1%, due primarily to
increases in overdraft fees and savings account service charges; |
· | Losses on sales and calls of investment securities decreased by $5 thousand, or 100.0%,
due primarily to Virginia Partners recording losses of $5 thousand on sales or calls of investment securities during the third quarter
of 2022, as compared to recording no losses on sales or calls of investment securities during the same period of 2023; |
· | Mortgage banking income decreased by $133 thousand, or 57.3%, due primarily to Virginia
Partners’ majority owned subsidiary Johnson Mortgage Company, LLC having a lower volume of loan closings as compared to the same
period in 2022; |
· | Gains on sales of other assets increased by $3 thousand, or 100.0%, due primarily to Virginia
Partners recording gains of $3 thousand on sales of other assets during the third quarter of 2023. There were no gains on sales of other
assets for the same period of 2022; and |
· | Other income decreased by $40 thousand, or 5.3%, due primarily to a decrease in debit card
income and lower mortgage division fees at Delmarva, which were partially offset by increases in bank owned life insurance, safe deposit
box rentals, and other noninterest income. |
Other income for the nine months ended September 30,
2023 decreased by $578 thousand, or 14.5%, when compared to the nine months ended September 30, 2022. Key changes in the components
of other income for the nine months ended September 30, 2023, as compared to the same period in 2022, are as follows:
· | Service charges on deposit accounts increased by $68 thousand, or 9.4%, due primarily to
increases in overdraft fees and savings account service charges; |
· | Losses on sales and calls of investment securities decreased by $5 thousand, or 100.0%,
due primarily to Virginia Partners recording losses of $5 thousand on sales or calls of investment securities during the third quarter
of 2022, as compared to recording no losses on sales or calls of investment securities during the same period of 2023; |
· | Impairment loss on restricted stock decreased by $1 thousand, or 100.0%, due primarily to
Virginia Partners recording the final write-down of its investment in Maryland Financial Bank, which had been going through an orderly
liquidation, during the second quarter of 2022. There was no impairment loss on restricted stock for the same period of 2023; |
· | Mortgage banking income decreased by $495 thousand, or 52.1%, due primarily to Virginia
Partners’ majority owned subsidiary Johnson Mortgage Company, LLC having a lower volume of loan closings as compared to the same
period in 2022; |
· | Gains on sales of other assets increased by $3 thousand, or 100.0%, due primarily to Virginia
Partners recording gains of $3 thousand on sales of other assets during the third quarter of 2023. There were no gains on sales of other
assets for the same period of 2022; and |
· | Other income decreased by $160 thousand, or 6.9%, due primarily to decreases in safe deposit
box rentals and debit card income, and lower mortgage division fees at Delmarva, which were partially offset by increases in bank owned
life insurance and other noninterest income. |
Other Expenses
Other expenses in the third quarter of 2023 increased
by $68 thousand, or 0.7%, when compared to the third quarter of 2022. Key changes in the components of other expenses for the three months
ended September 30, 2023, as compared to the same period in 2022, are as follows:
· | Salaries and employee benefits decreased by $204 thousand, or 3.6%, primarily due to lower
expenses related to bonus accruals, and a decrease in commissions expense paid due to the decrease in mortgage banking income from Virginia
Partners’ majority owned subsidiary Johnson Mortgage Company, LLC and lower mortgage division fees at Delmarva, which were partially
offset by increases related to staffing changes and merit increases, higher expenses related to benefit costs and payroll taxes, and a
lower impact from deferred loan origination costs; |
· | Premises and equipment increased by $6 thousand, or 0.5%, primarily due to higher expenses
related to software amortization and maintenance contracts, which were partially offset by lower expenses related to depreciation and
real estate taxes; |
· | Amortization of core deposit intangible decreased by $13 thousand, or 10.2%, primarily due
to lower amortization related to the $2.7 million and $1.5 million, respectively, in core deposit intangibles recognized in the Virginia
Partners and Liberty Bell Bank acquisitions; |
· | Merger related expenses decreased by $10 thousand, or 6.2%, primarily due to lower legal
fees and other costs associated with the pending merger with LINK during the third quarter of 2023, as compared to the legal fees and
other costs in the third quarter of 2022 associated with the merger with OceanFirst, that was subsequently terminated in the fourth quarter
of 2022; and |
· | Other expenses increased by $290 thousand, or 9.8%, primarily due to higher expenses related
to professional services, ATMs, audit and related professional fees, insurance and other, which were partially offset by lower expenses
related to FDIC insurance assessments, directors fees, marketing and legal fees. |
Other expenses for the nine months ended September 30,
2023 increased by $2.3 million, or 7.4%, when compared to the nine months ended September 30, 2022. Key changes in the components
of other expenses for the nine months ended September 30, 2023, as compared to the same period in 2022, are as follows:
· | Salaries and employee benefits increased by $570 thousand, or 3.4%, primarily due to increases
related to staffing changes and merit increases, higher expenses related to benefit costs and payroll taxes, and a lower impact from deferred
loan origination costs, which were partially offset by lower expenses related to bonus accruals, and a decrease in commissions expense
paid due to the decrease in mortgage banking income from Virginia Partners’ majority owned subsidiary Johnson Mortgage Company,
LLC and lower mortgage division fees at Delmarva; |
· | Premises and equipment decreased by $98 thousand, or 2.3%, primarily due to lower expenses
related to depreciation, leases, repairs and maintenance and purchased equipment and furniture, the cost of which did not qualify for
capitalization, which were partially offset by higher expenses related to software amortization, real estate taxes, maintenance contracts
and utilities; |
· | Amortization of core deposit intangible decreased by $39 thousand, or 10.0%, primarily due
to lower amortization related to the $2.7 million and $1.5 million, respectively, in core deposit intangibles recognized in the Virginia
Partners and Liberty Bell Bank acquisitions; |
· | (Gains) and operating expenses on other real estate owned, net decreased by $10 thousand,
or 100.0%, primarily due to no gains on sales or expenses being recorded during the first nine months of 2023, as compared to gains on
sales and expenses being recorded during the first nine months of 2022; |
· | Merger related expenses increased by $897 thousand, or 124.6%, primarily due to higher legal
fees and other costs associated with the pending merger with LINK during the first nine months of 2023, as compared to the legal fees
and other costs in the first nine months of 2022 associated with the merger with OceanFirst, that was subsequently terminated in the fourth
quarter of 2022; and |
· | Other expenses increased by $930 thousand, or 11.0%, primarily due to higher expenses related
to professional services, ATMs, legal fees, audit and related professional fees, insurance, and other, which were partially offset by
lower expenses related to FDIC insurance assessments. |
Federal and State Income Taxes
Federal and state income taxes for the three months
ended September 30, 2023 increased by $214 thousand, or 16.6%, when compared to the three months ended September 30, 2022. This
increase was due primarily to higher consolidated income before taxes, which was partially offset by lower merger related expenses, which
are typically non-deductible. For the three months ended September 30, 2023, the Company’s effective tax rate was approximately
24.9% as compared to 23.9% for the same period in 2022.
Federal and state income taxes for the nine months
ended September 30, 2023 increased by $1.0 million, or 35.3%, when compared to the nine months ended September 30, 2022. This
increase was due primarily to higher consolidated income before taxes and higher merger related expenses, which are typically non-deductible.
For the nine months ended September 30, 2023, the Company’s effective tax rate was approximately 25.3% as compared to 23.7%
for the same period in 2022.
Virginia Partners is not subject to Virginia state
income tax, but instead pays Virginia franchise tax. The Virginia franchise tax paid by Virginia Partners is recorded in the “Other
expenses” line item on the Consolidated Statements of Income for the three and nine months ended September 30, 2023 and 2022.
Balance Sheet
Changes in key balance sheet components as of
September 30, 2023 compared to December 31, 2022 were as follows:
· | Total assets as of September 30, 2023 were $1.53 billion, a decrease of $41.6 million, or 2.6%, from
December 31, 2022. Key drivers of this change were decreases in cash and cash equivalents and investment securities available for
sale, at fair value, which were partially offset by an increase in total loans held for investment; |
· | Interest-bearing deposits in other financial institutions as of September 30, 2023 were $23.1 million,
a decrease of $80.8 million, or 77.7%, from December 31, 2022. Key drivers of this change were loan growth outpacing deposit growth,
deposit outflows due to competitive pressures in the higher interest rate environment and the negative banking industry developments associated
with multiple high-profile bank failures that occurred during the first six months of 2023, and a decrease in short-term borrowings with
the Federal Home Loan Bank; |
· | Federal funds sold as of September 30, 2023 were $9.8 million, a decrease of $13.2 million, or 57.3%,
from December 31, 2022. Key drivers of this change were the aforementioned items noted in the analysis of interest-bearing deposits
in other financial institutions; |
· | Investment securities available for sale, at fair value as of September 30, 2023 were $121.9 million,
a decrease of $11.7 million, or 8.8%, from December 31, 2022. Key drivers of this change were scheduled payments of principal and
an increase in unrealized losses on the investment securities available for sale portfolio as a result of increases in market interest
rates; |
· | Loans, net of unamortized discounts on acquired loans of $1.3 million as of September 30, 2023 were
$1.30 billion, an increase of $64.6 million, or 5.2%, from December 31, 2022. The key driver of this change was an increase in organic
growth, including growth of approximately $4.0 million in loans related to Virginia Partners’ expansion into the Greater Washington
market; |
· | Total deposits as of September 30, 2023 were $1.32 billion, a decrease of $16.6 million, or 1.2%,
from December 31, 2022. Key drivers of this change were deposit outflows due to competitive pressures in the higher interest rate
environment and the negative banking industry developments associated with multiple high-profile bank failures that occurred during the
first six months of 2023, partially offset by organic growth in time deposits; |
· | Total borrowings as of September 30, 2023 were $52.6 million, a decrease of $32.0 million, or 37.8%,
from December 31, 2022. The key driver of this change was a decrease in short-term borrowings with the Federal Home Loan Bank; and |
· | Total stockholders’ equity as of September 30, 2023 was $143.7 million, an increase of $4.3
million, or 3.1%, from December 31, 2022. Key drivers of this change were the net income attributable to the Company for the nine
months ended September 30, 2023, the proceeds from stock option exercises, and stock-based compensation expense related to restricted
stock awards, which were partially offset by a decrease to retained earnings, net of tax, related to the adoption of the CECL Standard,
an increase in accumulated other comprehensive (loss), net of tax, and cash dividends paid to shareholders. |
Changes in key balance sheet components as of
September 30, 2023 compared to September 30, 2022 were as follows:
· | Total assets as of September 30, 2023 were $1.53 billion, a decrease of $117.7 million, or 7.1%,
from September 30, 2022. Key drivers of this change were decreases in cash and cash equivalents and investment securities available
for sale, at fair value, which were partially offset by an increase in total loans held for investment; |
· | Interest-bearing deposits in other financial institutions as of September 30, 2023 were $23.1 million,
a decrease of $187.8 million, or 89.0%, from September 30, 2022. Key drivers of this change were loan growth outpacing deposit growth,
deposit outflows due to competitive pressures in the higher interest rate environment and the negative banking industry developments associated
with multiple high-profile bank failures that occurred during the first six months of 2023, and a decrease in long-term borrowings with
the Federal Home Loan Bank, which were partially offset by a decrease in investment securities available for sale, at fair value, and
an increase in short-term borrowings with the Federal Home Loan Bank; |
· | Federal funds sold as of September 30, 2023 were $9.8 million, a decrease of $14.8 million, or 60.1%,
from September 30, 2022. Key drivers of this change were the aforementioned items noted in the analysis of interest-bearing deposits
in other financial institutions; |
· | Investment securities available for sale, at fair value as of September 30, 2023 were $121.9 million,
a decrease of $9.5 million, or 7.3%, from September 30, 2022. Key drivers of this change were scheduled payments of principal and
an increase in unrealized losses on the investment securities available for sale portfolio as a result of increases in market interest
rates; |
· | Loans, net of unamortized discounts on acquired loans of $1.3 million as of September 30, 2023 were
$1.30 billion, an increase of $93.5 million, or 7.8%, from September 30, 2022. The key driver of this change was an increase in organic
growth, including growth of approximately $26.7 million in loans related to Virginia Partners’ expansion into the Greater Washington
market; |
· | Total deposits as of September 30, 2023 were $1.32 billion, a decrease of $132.9 million, or 9.1%,
from September 30, 2022. Key drivers of this change were deposit outflows due to competitive pressures in the higher interest rate
environment and the negative banking industry developments associated with multiple high-profile bank failures that occurred during the
first six months of 2023, partially offset by organic growth in time deposits; |
· | Total borrowings as of September 30, 2023 were $52.6 million, an increase of $3.8 million, or 7.8%,
from September 30, 2022. The key driver of this change was an increase in short-term borrowings with the Federal Home Loan Bank due
to the aforementioned items noted in the analysis of total deposits, which was partially offset by a decrease in long-term borrowings
with the Federal Home Loan Bank resulting from maturities and payoffs of borrowings that were not replaced and scheduled principal curtailments,
and a decrease in Virginia Partners’ majority owned subsidiary Johnson Mortgage Company, LLC’s warehouse line of credit with
another financial institution; and |
· | Total stockholders’ equity as of September 30, 2023 was $143.7 million, an increase of $9.9
million, or 7.4%, from September 30, 2022. Key drivers of this change were the net income attributable to the Company for the period
October 1, 2022 through September 30, 2023, the proceeds from stock option exercises, and stock-based compensation expense related
to restricted stock awards, which were partially offset by an increase in accumulated other comprehensive (loss), net of tax, a decrease
to retained earnings, net of tax, related to the adoption of the CECL Standard, and cash dividends paid to shareholders. |
As of September 30, 2023, all of the capital
ratios of Delmarva and Virginia Partners continue to exceed regulatory requirements, with total risk-based capital substantially above
well-capitalized regulatory requirements.
Asset Quality
The asset quality measures depicted below continue
to reflect the Company’s efforts to prudently charge-off loans as losses are identified and maintain an appropriate allowance for
credit losses.
The following table depicts the net charge-off
activity for the three and nine months ended September 30, 2023 and 2022:
Net Charge-off Activity | |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
Dollars in Thousands | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Net charge-offs | |
$ | 99 | | |
$ | 660 | | |
$ | 37 | | |
$ | 1,640 | |
Net charge-offs /Average loans* | |
| 0.03 | % | |
| 0.22 | % | |
| 0.00 | % | |
| 0.19 | % |
* Annualized for the three and nine months ended September 30, 2023 and 2022, respectively.
The following table depicts the level of the allowance
for credit losses on loans as of September 30, 2023, December 31, 2022 and September 30, 2022:
Allowance for Credit Losses on Loans
Dollars in Thousands | |
September 30, 2023 | | |
December 31, 2022 | | |
September 30, 2022 | |
Allowance for credit losses on loans | |
$ | 16,075 | | |
$ | 14,315 | | |
$ | 13,818 | |
Allowance for credit losses on loans/Period end loans | |
| 1.24 | % | |
| 1.16 | % | |
| 1.15 | % |
Allowance for credit losses on loans/Nonaccrual loans | |
| 842.51 | % | |
| 664.58 | % | |
| 341.19 | % |
Allowance for credit losses on loans/Nonperforming loans | |
| 842.51 | % | |
| 650.98 | % | |
| 319.49 | % |
The following table depicts the unamortized discounts
on acquired loans related to the acquisitions of Liberty Bell Bank and Virginia Partners:
Unamortized
Discounts on Acquired Loans
Dollars in Thousands | |
September 30, 2023 | | |
December 31, 2022 | | |
September 30, 2022 | |
Unamortized discounts on acquired loans | |
$ | 1,323 | | |
$ | 1,728 | | |
$ | 1,810 | |
The following table depicts the level of nonperforming
assets as of September 30, 2023, December 31, 2022 and September 30, 2022:
Nonperforming Assets
Dollars in Thousands | |
September 30, 2023 | | |
December 31, 2022 | | |
September 30, 2022 | |
Nonaccrual loans | |
$ | 1,908 | | |
$ | 2,154 | | |
$ | 4,050 | |
Loans past due 90 days and accruing interest | |
$ | - | | |
$ | 45 | | |
$ | 275 | |
Total nonperforming loans | |
$ | 1,908 | | |
$ | 2,199 | | |
$ | 4,325 | |
Other real estate owned, net | |
$ | - | | |
$ | - | | |
$ | - | |
Total nonperforming assets | |
$ | 1,908 | | |
$ | 2,199 | | |
$ | 4,325 | |
Nonperforming assets/Total assets | |
| 0.12 | % | |
| 0.14 | % | |
| 0.26 | % |
Nonperforming assets/Total loans and other real estate owned, net | |
| 0.15 | % | |
| 0.18 | % | |
| 0.34 | % |
About Partners Bancorp
Partners Bancorp is the holding company for The
Bank of Delmarva and Virginia Partners Bank. The Bank of Delmarva commenced operations in 1896. The Bank of Delmarva’s main office
is in Seaford, Delaware and it conducts full service commercial banking through eleven branch locations in Maryland and Delaware, and
three branches, operating under the name Liberty Bell Bank, in the South Jersey/Philadelphia metro market. The Bank of Delmarva focuses
on serving its local communities, knowing its customers and providing superior customer service. Virginia Partners Bank, headquartered
in Fredericksburg, Virginia, was founded in 2008 and has three branches in Fredericksburg, Virginia and operates a full service branch
and commercial banking office in Reston, Virginia. In Maryland, Virginia Partners Bank trades under the name Maryland Partners Bank (a
division of Virginia Partners Bank), and operates a full service branch and commercial banking office in La Plata, Maryland and a Loan
Production Office in Annapolis, Maryland. Virginia Partners Bank also owns a controlling stake in Johnson Mortgage Company, LLC, which
is a residential mortgage company headquartered in Newport News, Virginia, with a branch office in Fredericksburg, Virginia. For more
information, visit www.partnersbancorp.com, www.bankofdelmarvahb.com and www.vapartnersbank.com.
For further information, please contact John W.
Breda, President and Chief Executive Officer, at 410-548-1100 x10233, Lloyd B. Harrison, III, Senior Executive Vice President, at
540-899-2234, J. Adam Sothen, Chief Financial Officer, at 540-322-5521, or Betsy Eicher, Chief Accounting Officer, at 667-253-2904.
Forward-Looking Statements
Certain statements in this press release may constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
are statements that include, without limitation, projections, predictions, expectations, or beliefs about future events or results that
are not statements of historical fact. Statements in this press release which express “belief,” “intention,” “expectation,”
“potential” and similar expressions, or which use the words “believe,” “expect,” “anticipate,”
“estimate,” “plan,” “may,” “will,” “intend,” “should,” “could,”
or similar expressions, identify forward-looking statements. These forward-looking statements are based on the beliefs of the Company’s
management, as well as assumptions made by, and information currently available to, the Company’s management. These statements are
inherently uncertain, and there can be no assurance that the underlying assumptions will prove to be accurate. Actual results could differ
materially from those anticipated or implied by such statements. Forward-looking statements in this release may include, without limitation,
statements related to the completion and benefits of the merger with LINK, statements in Mr. Breda’s quote regarding, among
other items, expected future financial performance, strategic business initiatives including growth in the Greater Washington market and
the anticipated effects thereof, margin expansion or compression, technology initiatives, asset quality, adequacy of allowances for credit
losses and the level of future charge-offs, capital levels, the effect of future market and industry trends and the effects of future
interest rate fluctuations. Factors that could have a material adverse effect on the operations and future prospects of the Company include,
but are not limited to:
· | the occurrence of any event, change or other circumstances that could give rise to the right of one or
both of the parties to terminate the merger agreement between the Company and LINK; |
· | the outcome of any legal proceedings that may be instituted against the Company or LINK; |
· | the possibility that the proposed transaction will not close when expected or at all because any remaining
required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all,
or are obtained subject to conditions that are not anticipated (and the risk that the remaining required regulatory approval may result
in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); |
· | the ability of the Company and LINK to meet expectations regarding the timing, completion and accounting
and tax treatments of the proposed transaction; |
· | the risk that any announcements relating to the proposed transaction could have adverse effects on the
market price of the common stock of either or both parties to the proposed transaction; |
· | the possibility that the anticipated benefits of the proposed transaction will not be realized when expected
or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the
strength of the economy and competitive factors in the areas where the Company and LINK do business; |
· | certain restrictions during the pendency of the proposed transaction that may impact the parties’
ability to pursue certain business opportunities or strategic transactions; |
· | the possibility that the transaction may be more expensive to complete than anticipated, including as
a result of unexpected factors or events; |
· | diversion of management’s attention from ongoing business operations and opportunities; |
· | the possibility that the parties may be unable to achieve expected synergies and operating efficiencies
in the merger within the expected timeframes or at all and to successfully integrate the Company’s operations and those of LINK,
which may be more difficult, time-consuming or costly than expected; |
· | revenues following the proposed transaction may be lower than expected; |
· | the Company’s and LINK’s success in executing their respective business plans and strategies
and managing the risks involved in the foregoing; |
· | the dilution caused by LINK’s issuance of additional shares of its capital stock in connection with
the proposed transaction; |
· | effects of the announcement, pendency or completion of the proposed transaction on the ability of the
Company and LINK to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating
results and businesses generally; |
· | changes in interest rates, such as volatility in yields on U.S. Treasury bonds and increases or volatility
in mortgage rates, and the impacts on macroeconomic conditions, customer and client spending and saving behaviors, the Company’s
funding costs and the Company’s loan and investment securities portfolios; |
· | monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal
Reserve, and the effect of these policies on interest rates and business in our markets; |
· | general business conditions, as well as conditions within the financial markets, including the impact
thereon of unusual and infrequently occurring events, such as the recent bank closures and related negative impact on the banking industry,
weather-related disasters, terrorist acts, geopolitical conflicts (such as the wars in Ukraine and the Middle East) or public health events
(such as the COVID-19 pandemic), and of governmental and societal responses thereto; |
· | general economic conditions, in the United States generally and particularly in the markets in which the
Company operates and which its loans are concentrated, including the effects of declines in real estate values, increases in unemployment
levels and inflation, recession and slowdowns in economic growth; |
· | changes in the value of securities held in the Company’s investment portfolios; |
· | changes in the quality or composition of the loan portfolios and the value of the collateral securing
those loans; |
· | changes in the level of net charge-offs on loans and the adequacy of our allowance for credit losses; |
· | demand for loan products; |
· | the strength of the Company’s counterparties; |
· | competition from both banks and non-banks; |
· | demand for financial services in the Company’s market areas; |
· | reliance on third parties for key services; |
· | changes in the commercial and residential real estate markets; |
· | cyber threats, attacks or events; |
· | expansion of Delmarva’s and Virginia Partners’ product offerings; |
· | changes in accounting principles, standards, rules and interpretations, and elections by the Company
thereunder, and the related impact on the Company’s financial statements; |
· | potential claims, damages, and fines related to litigation or government actions; |
· | legislative or regulatory changes and requirements; |
· | the discontinuation of London Interbank Offered Rate (“LIBOR”) and its impact on the financial
markets, and the Company’s ability to manage operational, legal and compliance risks related to the discontinuation of LIBOR and
implementation of one or more alternative reference rates; and |
· | other factors, many of which are beyond the control of the Company. |
These risks and uncertainties should be considered
in evaluating the forward-looking statements contained herein, and readers are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date of this release. For additional information on risk factors that could affect the forward-looking
statements contained herein, see the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
and other reports filed with the Securities and Exchange Commission (“SEC”).
PARTNERS BANCORP
CONSOLIDATED BALANCE SHEETS
| |
September 30, | | |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | | |
2022 | |
| |
(Unaudited) | | |
(Unaudited) | | |
* | |
ASSETS | |
| | | |
| | | |
| | |
Cash and due from banks | |
$ | 15,673,670 | | |
$ | 12,783,517 | | |
$ | 14,677,774 | |
Interest bearing deposits in other financial institutions | |
| 23,141,446 | | |
| 210,934,967 | | |
| 103,921,732 | |
Federal funds sold | |
| 9,816,042 | | |
| 24,572,501 | | |
| 22,989,879 | |
Cash and cash equivalents | |
| 48,631,158 | | |
| 248,290,985 | | |
| 141,589,385 | |
Investment securities available for sale, at fair value | |
| 121,920,137 | | |
| 131,465,149 | | |
| 133,656,642 | |
Loans held for sale | |
| 354,219 | | |
| 201,245 | | |
| 1,314,125 | |
Loans, less allowance for credit losses of $16,074,682 at
September 30, 2023, $13,818,248 at September 30, 2022 and $14,314,631 at December 31, 2022 | |
| 1,281,428,912 | | |
| 1,190,142,289 | | |
| 1,218,551,209 | |
Accrued interest receivable | |
| 4,729,204 | | |
| 4,034,632 | | |
| 4,566,487 | |
Premises and equipment, less accumulated depreciation | |
| 14,115,786 | | |
| 15,257,774 | | |
| 14,857,298 | |
Restricted stock | |
| 5,640,300 | | |
| 4,889,150 | | |
| 6,512,350 | |
Operating lease right-of-use assets | |
| 4,631,333 | | |
| 5,290,145 | | |
| 5,064,866 | |
Finance lease right-of-use assets | |
| 1,447,479 | | |
| 1,584,382 | | |
| 1,550,156 | |
Other investments | |
| 5,362,709 | | |
| 4,864,456 | | |
| 4,888,118 | |
Bank owned life insurance | |
| 19,064,145 | | |
| 18,592,308 | | |
| 18,706,260 | |
Core deposit intangible, net | |
| 1,184,913 | | |
| 1,665,517 | | |
| 1,540,438 | |
Goodwill | |
| 9,581,668 | | |
| 9,581,668 | | |
| 9,581,668 | |
Other assets | |
| 14,941,562 | | |
| 14,850,016 | | |
| 12,233,494 | |
Total assets | |
$ | 1,533,033,525 | | |
$ | 1,650,709,716 | | |
$ | 1,574,612,496 | |
| |
| | | |
| | | |
| | |
LIABILITIES | |
| | | |
| | | |
| | |
Deposits: | |
| | | |
| | | |
| | |
Non-interest bearing demand | |
$ | 508,793,017 | | |
$ | 568,113,490 | | |
$ | 528,769,800 | |
Interest bearing demand | |
| 111,936,047 | | |
| 143,564,095 | | |
| 121,786,774 | |
Savings and money market | |
| 374,210,060 | | |
| 441,230,050 | | |
| 431,538,080 | |
Time | |
| 328,090,302 | | |
| 303,036,620 | | |
| 257,510,218 | |
| |
| 1,323,029,426 | | |
| 1,455,944,255 | | |
| 1,339,604,872 | |
Accrued interest payable on deposits | |
| 1,071,210 | | |
| 189,311 | | |
| 267,205 | |
Short-term borrowings with the Federal Home Loan Bank | |
| 10,000,000 | | |
| - | | |
| 42,000,000 | |
Long-term borrowings with the Federal Home Loan Bank | |
| 19,800,000 | | |
| 25,819,286 | | |
| 19,800,000 | |
Subordinated notes payable, net | |
| 22,249,377 | | |
| 22,203,050 | | |
| 22,214,632 | |
Other borrowings | |
| 596,103 | | |
| 810,771 | | |
| 613,423 | |
Operating lease liabilities | |
| 5,036,820 | | |
| 5,687,948 | | |
| 5,464,727 | |
Finance lease liabilities | |
| 1,907,394 | | |
| 2,035,918 | | |
| 2,005,685 | |
Other liabilities | |
| 5,684,101 | | |
| 4,260,635 | | |
| 3,312,977 | |
Total liabilities | |
| 1,389,374,431 | | |
| 1,516,951,174 | | |
| 1,435,283,521 | |
| |
| | | |
| | | |
| | |
COMMITMENTS & CONTINGENCIES | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
STOCKHOLDERS' EQUITY | |
| | | |
| | | |
| | |
Common stock, par value $.01, authorized 40,000,000
shares, issued and outstanding 17,985,577 as of September 30, 2023, 17,961,699 as of September 30, 2022 and 17,973,724 as of
December 31, 2022, including 9,338 nonvested shares as of September 30, 2023 and 18,669 nonvested shares as of September 30, 2022
and December 31, 2022, respectively | |
| 179,762 | | |
| 179,430 | | |
| 179,551 | |
Surplus | |
| 88,809,022 | | |
| 88,575,750 | | |
| 88,669,334 | |
Retained earnings | |
| 70,915,709 | | |
| 59,355,817 | | |
| 62,854,235 | |
Noncontrolling interest in consolidated subsidiaries | |
| 515,459 | | |
| 727,299 | | |
| 707,138 | |
Accumulated other comprehensive (loss), net of tax | |
| (16,760,858 | ) | |
| (15,079,754 | ) | |
| (13,081,283 | ) |
Total stockholders' equity | |
| 143,659,094 | | |
| 133,758,542 | | |
| 139,328,975 | |
Total liabilities and stockholders' equity | |
$ | 1,533,033,525 | | |
$ | 1,650,709,716 | | |
$ | 1,574,612,496 | |
* Derived from audited consolidated financial statements.
The amounts presented in the Consolidated Balance Sheets as of September 30, 2023 and 2022 are unaudited but include all adjustments
which, in management's opinion, are necessary for fair presentation.
PARTNERS BANCORP
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| |
Three Months Ended | |
| |
September 30, | |
| |
2023 | | |
2022 | |
INTEREST INCOME ON: | |
| | | |
| | |
Loans, including fees | |
$ | 18,224,412 | | |
$ | 14,118,979 | |
Investment securities: | |
| | | |
| | |
Taxable | |
| 690,370 | | |
| 606,695 | |
Tax-exempt | |
| 187,574 | | |
| 180,258 | |
Federal funds sold | |
| 252,779 | | |
| 352,763 | |
Other interest income | |
| 423,281 | | |
| 1,197,807 | |
| |
| 19,778,416 | | |
| 16,456,502 | |
| |
| | | |
| | |
INTEREST EXPENSE ON: | |
| | | |
| | |
Deposits | |
| 3,778,036 | | |
| 1,070,540 | |
Borrowings | |
| 721,425 | | |
| 511,096 | |
| |
| 4,499,461 | | |
| 1,581,636 | |
| |
| | | |
| | |
NET INTEREST INCOME | |
| 15,278,955 | | |
| 14,874,866 | |
Provision for credit losses | |
| 2,200 | | |
| 419,000 | |
| |
| | | |
| | |
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES | |
| 15,276,755 | | |
| 14,455,866 | |
| |
| | | |
| | |
OTHER INCOME: | |
| | | |
| | |
Service charges on deposit accounts | |
| 285,363 | | |
| 254,646 | |
Losses on sales and calls of investment securities | |
| - | | |
| (5,322 | ) |
Mortgage banking income | |
| 98,796 | | |
| 231,373 | |
Gains on sales of other assets | |
| 2,500 | | |
| - | |
Other income | |
| 720,334 | | |
| 760,448 | |
| |
| 1,106,993 | | |
| 1,241,145 | |
| |
| | | |
| | |
OTHER EXPENSES: | |
| | | |
| | |
Salaries and employee benefits | |
| 5,483,484 | | |
| 5,687,787 | |
Premises and equipment | |
| 1,417,751 | | |
| 1,411,411 | |
Amortization of core deposit intangible | |
| 115,223 | | |
| 128,364 | |
Merger related expenses | |
| 157,017 | | |
| 167,417 | |
Other expenses | |
| 3,242,154 | | |
| 2,952,597 | |
| |
| 10,415,629 | | |
| 10,347,576 | |
| |
| | | |
| | |
INCOME BEFORE TAXES ON INCOME | |
| 5,968,119 | | |
| 5,349,435 | |
| |
| | | |
| | |
Federal and state income taxes | |
| 1,506,191 | | |
| 1,291,996 | |
| |
| | | |
| | |
NET INCOME | |
$ | 4,461,928 | | |
$ | 4,057,439 | |
Net loss attributable to noncontrolling interest | |
$ | 76,431 | | |
$ | 52,112 | |
Net income attributable to Partners Bancorp | |
$ | 4,538,359 | | |
$ | 4,109,551 | |
| |
| | | |
| | |
Earnings per common share: | |
| | | |
| | |
Basic | |
$ | 0.252 | | |
$ | 0.229 | |
Diluted | |
$ | 0.252 | | |
$ | 0.228 | |
The amounts presented in these Consolidated Statements of Income for the three months ended September 30, 2023 and 2022 are unaudited
but include all adjustments which, in management's opinion, are necessary for fair presentation.
PARTNERS BANCORP
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| |
Nine Months Ended | |
| |
September 30, | |
| |
2023 | | |
2022 | |
INTEREST INCOME ON: | |
| | | |
| | |
Loans, including fees | |
$ | 51,493,246 | | |
$ | 40,222,265 | |
Investment securities: | |
| | | |
| | |
Taxable | |
| 2,054,048 | | |
| 1,518,898 | |
Tax-exempt | |
| 560,068 | | |
| 544,789 | |
Federal funds sold | |
| 823,249 | | |
| 433,085 | |
Other interest income | |
| 1,663,693 | | |
| 1,914,186 | |
| |
| 56,594,304 | | |
| 44,633,223 | |
| |
| | | |
| | |
INTEREST EXPENSE ON: | |
| | | |
| | |
Deposits | |
| 8,906,033 | | |
| 3,439,766 | |
Borrowings | |
| 2,400,643 | | |
| 1,524,214 | |
| |
| 11,306,676 | | |
| 4,963,980 | |
| |
| | | |
| | |
NET INTEREST INCOME | |
| 45,287,628 | | |
| 39,669,243 | |
Provision for credit losses | |
| 395,700 | | |
| 803,000 | |
| |
| | | |
| | |
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES | |
| 44,891,928 | | |
| 38,866,243 | |
| |
| | | |
| | |
OTHER INCOME: | |
| | | |
| | |
Service charges on deposit accounts | |
| 794,794 | | |
| 726,664 | |
Losses on sales and calls of investment securities | |
| - | | |
| (5,322 | ) |
Impairment loss on restricted stock | |
| - | | |
| (1,182 | ) |
Mortgage banking income | |
| 454,581 | | |
| 949,341 | |
Gains on sales of other assets | |
| 2,500 | | |
| - | |
Other income | |
| 2,156,138 | | |
| 2,316,576 | |
| |
| 3,408,013 | | |
| 3,986,077 | |
| |
| | | |
| | |
OTHER EXPENSES: | |
| | | |
| | |
Salaries and employee benefits | |
| 17,337,018 | | |
| 16,767,374 | |
Premises and equipment | |
| 4,194,146 | | |
| 4,292,286 | |
Amortization of core deposit intangible | |
| 355,525 | | |
| 394,946 | |
(Gains) and operating expenses on other real estate owned, net | |
| - | | |
| (9,515 | ) |
Merger related expenses | |
| 1,617,106 | | |
| 720,081 | |
Other expenses | |
| 9,413,039 | | |
| 8,482,749 | |
| |
| 32,916,834 | | |
| 30,647,921 | |
| |
| | | |
| | |
INCOME BEFORE TAXES ON INCOME | |
| 15,383,107 | | |
| 12,204,399 | |
| |
| | | |
| | |
Federal and state income taxes | |
| 3,942,982 | | |
| 2,913,930 | |
| |
| | | |
| | |
NET INCOME | |
$ | 11,440,125 | | |
$ | 9,290,469 | |
Net loss attributable to noncontrolling interest | |
$ | 192,281 | | |
$ | 107,639 | |
Net income attributable to Partners Bancorp | |
$ | 11,632,406 | | |
$ | 9,398,108 | |
| |
| | | |
| | |
Earnings per common share: | |
| | | |
| | |
Basic | |
$ | 0.647 | | |
$ | 0.523 | |
Diluted | |
$ | 0.646 | | |
$ | 0.522 | |
The amounts presented in these Consolidated Statements of Income for the nine months ended September 30, 2023 and 2022 are unaudited
but include all adjustments which, in management's opinion, are necessary for fair presentation.
v3.23.3
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Partners Bancorp (NASDAQ:PTRS)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Partners Bancorp (NASDAQ:PTRS)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024