UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, DC 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 JUNE 30, 2017                   

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 COMMISSION FILE NUMBER 0-12436

  

COLONY BANKCORP, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

GEORGIA

58-1492391

(STATE OR OTHER JURISDICTION OF

(I.R.S. EMPLOYER 

INCORPORATION OR ORGANIZATION)

(I.R.S. EMPLOYER 

IDENTIFICATION NUMBER)NUMBER

 

115 SOUTH GRANT STREET, FITZGERALD, GEORGIA 31750

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES

 

229/426-6000

REGISTRANT’S TELEPHONE NUMBER INCLUDING AREA CODE

 

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED REPORTS REQUIRED TO BE FILED BY SECTIONS 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

 

YES     X           NO

 

INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS SUBMITTED ELECTRONICALLY AND POSTED ON ITS CORPORATE WEB SITE, IF ANY, EVERY INTERACTIVE DATA FILE REQUIRED TO BE SUBMITTED AND POSTED 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 AND POST SUCH FILES).

 

YES     X           NO

 

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN ACCELERATED FILER, A NON-ACCELERATED FILER, SMALLER REPORTING COMPANY, OR AN EMERGING GROWTH COMPANY. SEE THE DEFINITIONS OF “LARGE ACCELERATED FILER,” “ACCELERATED FILER,” “SMALLER REPORTING COMPANY,” AND “EMERGING GROWTH COMPANY” IN RULE 12b-2 OF THE EXCHANGE ACT.

 

LARGE ACCELERATED FILER

ACCELERATED FILER

NON-ACCELERATED FILER                                                                            (DO NOT CHECK IF A SMALLER REPORTING COMPANY)

SMALLER REPORTING COMPANY  X

EMERGING GROWTH COMPANY

LARGE ACCELERATED FILER

ACCELERATED FILER
NON-ACCELERATED FILER                    (DO NOT CHECK IF A SMALLER REPORTING COMPANY)
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 SECITON 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     X

 

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER’S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

 

CLASS

OUTSTANDING AT MAYAUGUST 2, 2017

COMMON STOCK, $1 PAR VALUE

8,439,258

 

8,439,258

 

 


 

TABLE OF CONTENTS

 

 

Page

PART I – Financial Information

 
   

Forward Looking Statement Disclosure

4

3
   

Item 1.

Financial Statements

65

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

43 42

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

58

Item 4.

Controls and Procedures

5958

   
  

PART II – Other Information

 
   

Item 6.

Exhibits

6059

Signatures

63

Signatures
62

 

 

 

Forward Looking Statement Disclosure

 

Certain statements contained in this Quarterly Report that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Act), notwithstanding that such statements are not specifically identified. In addition, certain statements may be contained in the Company’s future filings with the SEC, in press releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans and objectives of Colony Bankcorp, Inc. or its management or Board of Directors, including those relating to products or services; (ii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

 

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

 

 

Local and regional economic conditions and the impact they may have on the Company and its customers and the Company’s assessment of that impact.

 

 

Changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements.

 

 

The effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board.

 

 

Inflation, interest rate, market and monetary fluctuations.

 

 

Political instability.

 

 

Acts of war, terrorism or cyberterrorism.

 

 

The timely development and acceptance of new products and services and perceived overall value of these products and services by users.

 

 

Changes in consumer spending, borrowings and savings habits.

 

 

Technological changes.

 

 

Acquisitions and integration of acquired businesses.

 

 

The ability to increase market share and control expenses.

 

 

The effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Company and its subsidiary must comply.

 

 

The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters.

 

 

Changes in the Company’s organization, compensation and benefit plans.

 

 

The costs and effects of litigation and of unexpected or adverse outcomes in such litigation.

 

 

Greater than expected costs or difficulties related to the integration of new lines of business.

 

 

The Company’s success at managing the risks involved in the foregoing items.

 

 

 

Forward-looking statements speak only as of the date on which such statements are made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

 

Readers should carefully review all disclosures we file from time to time with the Securities and Exchange Commission (SEC).

 

 

 

PART 1. FINANCIAL INFORMATION

ITEM 1 

 

FINANCIAL STATEMENTS

 

THE FOLLOWING FINANCIAL STATEMENTS ARE PROVIDED FOR COLONY BANKCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY BANK, COLONY BANK

 

 

A.

CONSOLIDATED BALANCE SHEETS – MARCH 31,JUNE 30, 2017 (UNAUDITED) AND DECEMBER 31, 2016 (AUDITED).

 

B.

B.CONSOLIDATED STATEMENTS OF INCOME – FOR THE THREE MONTHS ENDED MARCH 31,JUNE 30, 2017 AND 2016 AND FOR THE SIX MONTHE ENDED JUNE 30, 2017 AND 2016 (UNAUDITED).

 

C.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – FOR THE THREE MONTHS ENDED MARCH 31,JUNE 30, 2017 AND 2016 AND FOR THE SIX MONTHS ENDED JUNE 30, 2017 AND 2016 (UNAUDITED).

 

 

D.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2017 AND 2016 (UNAUDITED).

 

THE CONSOLIDATED FINANCIAL STATEMENTS FURNISHED HAVE NOT BEEN AUDITED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, BUT REFLECT, IN THE OPINION OF MANAGEMENT, ALL ADJUSTMENTS (CONSISTING SOLELY OF NORMAL RECURRING ADJUSTMENTS) NECESSARY FOR A FAIR PRESENTATION OF THE RESULTS OF OPERATIONS FOR THE PERIODS PRESENTED.

 

THE RESULTS OF OPERATIONS FOR THE THREESIX MONTH PERIOD ENDED MARCH 31, 2017AREJUNE 30, 2017 ARE NOT NECESSARILY INDICATIVE OF THE RESULTS TO BE EXPECTED FOR THE FULL YEAR.

 

 

 

PART I (Continued)

Item 1 (Continued)

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

MARCH 31,JUNE 30, 2017 AND DECEMBER 31, 2016

(DOLLARS IN THOUSANDS)

  

March 31, 2017

  

December 31, 2016

 
  

(Unaudited)

  

(Audited)

 
ASSETS        
         

Cash and Cash Equivalents

        

Cash and Due from Banks

 $22,099  $28,822 
         

Interest-Bearing Deposits

  28,563   46,345 

Investment Securities

        

Available for Sale, at Fair Value

  341,932   323,658 
         

Federal Home Loan Bank Stock, at Cost

  3,043   3,010 

Loans

  760,341   754,283 

Allowance for Loan Losses

  (8,864)  (8,923)

Unearned Interest and Fees

  (421)  (361)
   751,056   744,999 

Premises and Equipment

  27,812   27,969 

Other Real Estate (Net of Allowance of $1,861 and $1,878 as ofMarch 31, 2017 and December 31, 2016, Respectively)

  5,899   6,439 

Other Intangible Assets

  72   81 

Other Assets

  28,289   29,119 

Total Assets

 $1,208,765  $1,210,442 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Deposits

        

Noninterest-Bearing

 $158,587  $159,059 

Interest-Bearing

  885,644   885,298 
   1,044,231   1,044,357 

Borrowed Money

        

Subordinated Debentures

  24,229   24,229 

Other Borrowed Money

  51,008   46,000 
   75,237   70,229 
         

Other Liabilities

  3,436   2,468 
         

Stockholders' Equity

        

Preferred Stock, Stated Value $1,000 a Share; Authorized10,000,000 Shares, Issued Shares of 0 and 9,360 as ofMarch 31, 2017 and December 31, 2016, Respectively

  -   9,360 

Common Stock, Par Value $1 a Share; Authorized20,000,000 Shares, Issued 8,439,258 Sharesas of March 31, 2017 and December 31, 2016

  8,439   8,439 

Paid-In Capital

  29,145   29,145 

Retained Earnings

  53,161   51,466 

Accumulated Other Comprehensive (Loss), Net of Tax Benefits

  (4,884)  (5,022)
   85,861   93,388 

Total Liabilities and Stockholders' Equity

 $1,208,765  $1,210,442 

 

 

June 30, 2017

  

December 31, 2016

 
  

(Unaudited)

  

(Audited)

 
ASSETS        
         

Cash and Cash Equivalents

        

Cash and Due from Banks

 $19,071  $28,822 
         

Interest-Bearing Deposits

  10,988   46,345 

Investment Securities

        

Available for Sale, at Fair Value

  337,710   323,658 
         

Federal Home Loan Bank Stock, at Cost

  3,255   3,010 

Loans

  775,566   754,283 

Allowance for Loan Losses

  (8,043)  (8,923)

Unearned Interest and Fees

  (454)  (361)
   767,069   744,999 

Premises and Equipment

  27,654   27,969 

Other Real Estate (Net of Allowance of $1,350 and $1,878 as of June 30, 2017 and December 31, 2016, Respectively)

  4,525   6,439 

Other Intangible Assets

  63   81 

Other Assets

  28,114   29,119 

Total Assets

 $1,198,449  $1,210,442 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Deposits

        

Noninterest-Bearing

 $162,928  $159,059 

Interest-Bearing

  863,610   885,298 
   1,026,538   1,044,357 

Borrowed Money

        

Subordinated Debentures

  24,229   24,229 

Other Borrowed Money

  56,000   46,000 
   80,229   70,229 
         

Other Liabilities

  2,690   2,468 
         

Stockholders' Equity

        

Preferred Stock, Stated Value $1,000 a Share; Authorized 10,000,000 Shares, Issued Shares of 0 and 9,360 as of June 30, 2017 and December 31, 2016, Respectively

  -   9,360 

Common Stock, Par Value $1 a Share; Authorized  20,000,000 Shares, Issued 8,439,258 Shares as of June 30, 2017 and December 31, 2016

  8,439   8,439 

Paid-In Capital

  29,145   29,145 

Retained Earnings

  55,383   51,466 

Accumulated Other Comprehensive (Loss), Net of Tax Benefits

  (3,975)  (5,022)
   88,992   93,388 

Total Liabilities and Stockholders' Equity

 $1,198,449  $1,210,442 

 

The accompanying notes are an integral part of these statements.

 

 

 

PART I (Continued)

Item 1 (Continued)

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED MARCH 31,JUNE 30, 2017 AND 2016

AND SIX MONTHS ENDED JUNE 30, 2017 AND 2016

(UNAUDITED)

(DOLLARS IN THOUSANDS)

  

Three Months Ended

 
  

March 31, 2017

  

March 31, 2016

 

Interest Income

        

Loans, Including Fees

 $9,397  $9,632 

Deposits with Other Banks

  80   38 

Investment Securities

        

U.S. Government Agencies

  1,563   1,353 

State, County and Municipal

  30   34 

Corporate Debt

  15   - 

Dividends on Other Investments

  36   32 
   11,121   11,089 

Interest Expense

        

Deposits

  1,191   1,204 

Borrowed Money

  468   429 
   1,659   1,633 
         

Net Interest Income

  9,462   9,456 

Provision for Loan Losses

  335   354 

Net Interest Income After Provision for Loan Losses

  9,127   9,102 
         

Noninterest Income

        

Service Charges on Deposits

  1,055   1,002 

Other Service Charges, Commissions and Fees

  787   704 

Mortgage Fee Income

  186   100 

Securities Gains (Losses)

  -   2 

Other

  372   364 
   2,400   2,172 

Noninterest Expenses

        

Salaries and Employee Benefits

  4,785   4,474 

Occupancy and Equipment

  960   964 

Other

  2,663   2,797 
   8,408   8,235 
         

Income Before Income Taxes

  3,119   3,039 

Income Taxes

  1,002   978 

Net Income

  2,117   2,061 

Preferred Stock Dividends

  211   405 

Net Income Available to Common Stockholders

 $1,906  $1,656 

Net Income Per Share of Common Stock

        

Basic

 $0.23  $0.20 

Diluted

 $0.22  $0.20 

Cash Dividends Paid Per Share of Common Stock

 $0.025  $- 

Weighted Average Basic Shares Outstanding

  8,439,258   8,439,258 

Weighted Average Diluted Shares Outstanding

  8,634,468   8,483,727 

  

Three Months Ended

  

Six Months Ended

 
  

June 30, 2017

  

June 30, 2016

  

June 30, 2017

  

June 30, 2016

 

Interest Income

                

Loans, Including Fees

 $9,733  $9,693  $19,130  $19,325 

Deposits with Other Banks

  34   23   114   61 

Investment Securities

                

U.S. Government Agencies

  1,685   1,359   3,248   2,712 

State, County and Municipal

  30   33   60   67 

Corporate Debt

  21   -   36   - 

Dividends on Other Investments

  35   33   71   65 
   11,538   11,141   22,659   22,230 

Interest Expense

                

Deposits

  1,177   1,189   2,368   2,393 

Federal Funds Purchased

  3   -   3   - 

Borrowed Money

  542   427   1,010   856 
   1,722   1,616   3,381   3,249 
                 

Net Interest Income

  9,816   9,525   19,278   18,981 

Provision for Loan Losses

  -   354   335   708 

Net Interest Income After Provision for Loan Losses

  9,816   9,171   18,943   18,273 
                 

Noninterest Income

                

Service Charges on Deposits

  1,091   1,055   2,146   2,057 

Other Service Charges, Commissions and Fees

  772   714   1,559   1,418 

Mortgage Fee Income

  202   153   388   253 

Securities Gains (Losses)

  -   127   -   129 

Other

  329   303   701   667 
   2,394   2,352   4,794   4,524 

Noninterest Expenses

                

Salaries and Employee Benefits

  4,880   4,625   9,665   9,099 

Occupancy and Equipment

  991   978   1,951   1,942 

Other

  2,749   2,751   5,412   5,548 
   8,620   8,354   17,028   16,589 
                 

Income Before Income Taxes

  3,590   3,169   6,709   6,208 

Income Taxes

  1,157   1,002   2,159   1,980 

Net Income

  2,433   2,167   4,550   4,228 

Preferred Stock Dividends

  -   406   211   811 

Net Income Available to Common Stockholders

 $2,433  $1,761  $4,339  $3,417 

Net Income Per Share of Common Stock

                

Basic

 $0.29  $0.21  $0.51  $0.40 

Diluted

 $0.28  $0.21  $0.50  $0.40 

Cash Dividends Declared Per Share of Common Stock

 $0.025  $-  $0.050  $- 

Weighted Average Basic Shares Outstanding

  8,439,258   8,439,258   8,439,258   8,439,258 

Weighted Average Diluted Shares Outstanding

  8,630,207   8,497,618   8,632,465   8,490,540 

 

The accompanying notes are an integral part of these statements.

 

 

PART I (Continued)

Item 1 (Continued)

 

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED MARCH 31,JUNE 30, 2017 AND 2016

SIX MONTHS ENDED JUNE 30, 2017 AND 2016

(UNAUDITED)

(DOLLARS IN THOUSANDS)

  

Three Months Ended

 
  

March 31, 2017

  

March 31, 2016

 
         

Net Income

 $2,117  $2,061 
         

Other Comprehensive Income:

        
         

Gains (Losses) on Securities Arising During the Year

  209   5,197 

Tax Effect

  (71)  (1,767)

Realized Gains on Sale of AFS Securities

  -   2 

Tax Effect

  -   (1)
         

Change in Unrealized Gains (Losses) on SecuritiesAvailable for Sale, Net of Reclassification Adjustmentand Tax Effects

  138   3,431 
         

Comprehensive Income

 $2,255  $5,492 

  

Three Months Ended

  

Six Months Ended

 
  

June 30, 2017

  

June 30, 2016

  

June 30, 2017

  

June 30, 2016

 
                 

Net Income

 $2,433  $2,167  $4,550  $4,228 
                 

Other Comprehensive Income:

                
                 

Gains (Losses) on Securities Arising During the Year

  1,377   1,886   1,586   7,087 

Tax Effect

  (468)  (641)  (539)  (2,410)

Realized Gains on Sale of AFS Securities

  -   (127)  -   (129)

Tax Effect

  -   43   -   44 
                 

Change in Unrealized Gains (Losses) on Securities Available for Sale, Net of Reclassification Adjustment and Tax Effects

  909   1,161   1,047   4,592 
                 

Comprehensive Income

 $3,342  $3,328  $5,597  $8,820 

 

The accompanying notes are an integral part of these statements.

 

 

 

PART I (Continued)

Item 1 (Continued)

 

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2017 AND 2016

(UNAUDITED)

(DOLLARS IN THOUSANDS)

 

Three Months Ended

  

Six Months Ended

 
 

March 31, 2017

  

March 31, 2016

  

June 30, 2017

  

June 30, 2016

 

CASH FLOWS FROM OPERATING ACTIVITIES

                

Net Income

 $2,117  $2,061  $4,550  $4,228 

Adjustments to Reconcile Net Income to Net CashProvided by Operating Activities:

        

Adjustments to Reconcile Net Income to Net Cash

        

Provided by Operating Activities:

        

Depreciation

  416   379   823   771 

Provision for Loan Losses

  335   354   335   708 

Securities (Gains)

  -   (2)  -   (129)

Amortization and Accretion

  412   359   750   750 

(Gain) on Sale of Other Real Estate and Repossessions

  (33)  (42)  (93)  (31)

Provision for Losses on Other Real Estate

  56   78   206   78 

Increase in Cash Surrender Value of Life Insurance

  (150)  (155)  (305)  (313)

Loss on Sale of Premises & Equipment

  (4)  73 

(Gain) Loss on Sale of Premises & Equipment

  (15)  77 

Other Prepaids, Deferrals and Accruals, Net

  1,963   1,558   1,080   498 
  5,112   4,663   7,331   6,637 

CASH FLOWS FROM INVESTING ACTIVITIES

                

Purchases of Investment Securities Available for Sale

  (34,618)  (30,834)  (41,269)  (46,069)

Proceeds from Maturities, Calls, and Paydowns ofInvestment Securities:

        

Proceeds from Maturities, Calls, and Paydowns of Investment Securities:

        

Available for Sale

  16,152   11,206   28,074   24,656 

Proceeds from Sale of Investment Securities

                

Available for Sale

  -   11,800   -   16,010 

Interest-Bearing Deposits in Other Banks

  17,782   5,773   35,357   37,151 

Net Loans to Customers

  (6,611)  2,749   (22,848)  (8,724)

Purchase of Premises and Equipment

  (265)  (1,031)  (531)  (1,795)

Proceeds from Sale of Other Real Estate and Repossessions

  753   1,413   2,259   1,873 

Federal Home Loan Bank Stock

  (33)  (24)  (245)  (24)

Proceeds from Sale of Premises and Equipment

  10   14   38   14 
  (6,830)  1,066   835   23,092 

CASH FLOWS FROM FINANCING ACTIVITIES

                

Noninterest-Bearing Customer Deposits

  (472)  1,465   3,869   776 

Interest-Bearing Customer Deposits

  346   (12,976)  (21,688)  (35,763)

Dividends Paid for Preferred Stock

  (316)  (405)  (316)  (811)

Dividends Paid for Common Stock

  (211)  -   (422)  - 

Redemption of Preferred Stock

  (9,360)  -   (9,360)  - 

Payments on Federal Home Loan Bank Advances

  -   (3,000)

Payments on Other Borrowed Money

  (16)  - 

Proceeds from Federal Home Loan Bank Advances

  -   3,000   5,000   - 

Proceeds from Other Borrowed Money

  5,008   -   5,016   - 
  (5,005)  (11,916)  (17,917)  (35,798)
                

Net Decrease in Cash and Cash Equivalents

  (6,723)  (6,187)  (9,751)  (6,069)

Cash and Cash Equivalents at Beginning of Period

  28,822   22,257   28,822   22,257 

Cash and Cash Equivalents at End of Period

 $22,099  $16,070  $19,071  $16,188 

 

The accompanying notes are an integral part of these statements.

 

 

 

PART I (Continued)

Item 1 (Continued)

COLONY BANKCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(1)Summary of Significant Accounting Policies

 

Presentation

 

Colony Bankcorp, Inc. (the Company) is a bank holding company located in Fitzgerald, Georgia. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Colony Bank, Fitzgerald, Georgia (the Bank). All significant intercompany accounts have been eliminated in consolidation. The accounting and reporting policies of the Company conform to generally accepted accounting principles and practices utilized in the commercial banking industry.

 

All dollars in notes to consolidated financial statements are rounded to the nearest thousand, except for per share amounts.

 

The consolidated financial statements in this report are unaudited, except for the December 31, 2016 consolidated balance sheet. All adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for fair presentation of the interim consolidated financial statements, have been included and fairly and accurately present the financial position, results of operations and cash flows of the Company. The results of operations for the threesix months ended March 31,June 30, 2017 are not necessarily indicative of the results which may be expected for the entire year.

 

Nature of Operations

 

The Bank provides a full range of retail and commercial banking services for consumers and small- to medium-size businesses located primarily in central, south and coastal Georgia. The Bank is headquartered in Fitzgerald, Georgia with banking offices in Albany, Ashburn, Broxton, Centerville, Columbus, Cordele, Douglas, Eastman, Fitzgerald, Leesburg, Moultrie, Quitman, Rochelle, Savannah, Soperton, Sylvester, Statesboro, Thomaston, Tifton, Valdosta and Warner Robins. Lending and investing activities are funded primarily by deposits gathered through its retail banking office network.

 

Use of Estimates

 

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans.

 

Reclassifications

 

In certain instances, amounts reported in prior years’ consolidated financial statements have been reclassified to conform to statement presentations selected for 2017. Such reclassifications have not affected previously reported stockholders’ equity or net income.

 

Concentrations of Credit Risk

 

Concentrations of credit risk can exist in relation to individual borrowers or groups of borrowers, certain types of collateral, certain types of industries, or certain geographic regions. The Company has a concentration in real estate loans as well as a geographic concentration that could pose an adverse credit risk. At March 31,June 30, 2017, approximately 87 percent of the Company’s loan portfolio was concentrated in loans secured by real estate. A substantial portion of borrowers’ ability to honor their contractual obligations is dependent upon the viability of the real estate economic sector. Collateral real estate values that secure land development, construction and speculative real estate loans in the Company’s larger Metropolitan Statistical Area (MSA) markets have resulted in high loan loss provisions in recent years. In addition, a large portion of the Company’s foreclosed assets are also located in these same geographic markets, making the recovery of the carrying amount of foreclosed assets susceptible to changes in market conditions. Management continues to monitor these concentrations and has considered these concentrations in its allowance for loan loss analysis.

 

 

PART I (Continued)

Item 1 (Continued)

 

(1)Summary of Significant Accounting Policies (Continued)

 

Concentrations of Credit Risk (Continued)

 

The success of the Company is dependent, to a certain extent, upon the economic conditions in the geographic markets it serves. Adverse changes in the economic conditions in these geographic markets would likely have a material adverse effect on the Company’s results of operations and financial condition. The operating results of the Company depend primarily on its net interest income. Accordingly, operations are subject to risks and uncertainties surrounding the exposure to changes in the interest rate environment.

 

At times, the Company may have cash and cash equivalents at financial institutions in excess of federal deposit insurance limits. The Company places its cash and cash equivalents with high credit quality financial institutions whose credit ratings are monitored by management to minimize credit risk.

 

Investment Securities

 

The Company classifies its investment securities as trading, available for sale or held to maturity. Securities that are held principally for resale in the near term are classified as trading. Trading securities are carried at fair value, with realized and unrealized gains and losses included in noninterest income. Currently, no securities are classified as trading. Securities acquired with both the intent and ability to be held to maturity are classified as held to maturity and reported at amortized cost. All securities not classified as trading or held to maturity are considered available for sale. Securities available for sale are reported at estimated fair value. Unrealized gains and losses on securities available for sale are excluded from earnings and are reported, net of deferred taxes, in accumulated other comprehensive income (loss), a component of stockholders’ equity. Gains and losses from sales of securities available for sale are computed using the specific identification method. Securities available for sale includes securities which may be sold to meet liquidity needs arising from unanticipated deposit and loan fluctuations, changes in regulatory capital requirements, or unforeseen changes in market conditions.

 

The Company evaluates each held to maturity and available for sale security in a loss position for other-than-temporary impairment (OTTI). In estimating other-than-temporary impairment losses, management considers such factors as the length of time and the extent to which the market value has been below cost, the financial condition of the issuer and the Company’s intent to sell and whether it is more likely than not that the Company will be required to sell the security before anticipated recovery of the amortized cost basis. If the Company intends to sell or if it is more likely than not that the Company will be required to sell the security before recovery, the OTTI write-down is recognized in earnings. If the Company does not intend to sell the security or it is not more likely than not that it will be required to sell the security before recovery, the OTTI write-down is separated into an amount representing credit loss, which is recognized in earnings and an amount related to all other factors, which is recognized in other comprehensive income (loss).

 

Federal Home Loan Bank Stock

 

Investment in stock of a Federal Home Loan Bank (FHLB) isrequiredisrequired for every federally insured institution that utilizes its services. FHLB stock is considered restricted, as defined in the accounting standards. The FHLB stock is reported in the consolidated financial statements at cost. Dividend income is recognized when earned.

 

Loans

 

Loans that the Company has the ability and intent to hold for the foreseeable future or until maturity are recorded at their principal amount outstanding, net of unearned interest and fees. Loan origination fees, net of certain direct origination costs, are deferred and amortized over the estimated terms of the loans using the straight-line method. Interest income on loans is recognized using the effective interest method.

 

A loan is considered to be delinquent when payments have not been made according to contractual terms, typically evidenced by nonpayment of a monthly installment by the due date.

 

When management believes there is sufficient doubt as to the collectability of principal or interest on any loan or generally when loans are 90 days or more past due, the accrual of applicable interest is discontinued and the loan is designated as nonaccrual, unless the loan is well secured and in the process of collection. Interest payments received on nonaccrual loans are either applied against principal or reported as income, according to management’s judgment as to the collectability of principal. Loans are returned to an accrual status when factors indicating doubtful collectability on a timely basis no longer exist.

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(1)Summary of Significant Accounting Policies (Continued)

 

Loans Modified in a Troubled Debt Restructuring (TDR) 

 

Loans are considered to have been modified in a TDR when, due to a borrower’s financial difficulty, the Company makes certain concessions to the borrower that it would not otherwise consider for new debt with similar risk characteristics. Modifications may include interest rate reductions, principal or interest forgiveness, forbearance, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of the collateral. Generally, a non-accrual loan that has been modified in a TDR remains on non-accrual status for a period of 6 months to demonstrate that the borrower is able to meet the terms of the modified loan. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains on non-accrual status. Once a loan is modified in a troubled debt restructuring it is accounted for as an impaired loan, regardless of its accrual status, until the loan is paid in full, sold or charged off. A TDR may cease being classified as impaired if the loan is subsequently modified at market terms and, has performed according to the modified terms for at least six months, and there has not been any prior principal forgiveness on a cumulative basis.

 

Allowance for LoanLosses

 

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the inability to collect a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

 

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revisions as more information becomes available.

 

The allowance consists of specific, historical and general components. The specific component relates to loans that are classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan are lower than the carrying value of that loan. The historical component covers nonclassified loans and is based on historical loss experience adjusted for qualitative factors. A general component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The general component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and historical losses in the portfolio. General valuation allowances are based on internal and external qualitative risk factors such as (1) changes in lending policies and procedures, including changes in underwriting standards and collections, charge offs, and recovery practices, (2) changes in international, national, regional, and local conditions, (3) changes in the nature and volume of the portfolio and terms of loans, (4) changes in the experience, depth, and ability of lending management, (5) changes in the volume and severity of past due loans and other similar conditions, (6) changes in the quality of the organization's loan review system, (7) changes in the value of underlying collateral for collateral dependent loans, (8) the existence and effect of any concentrations of credit and changes in the levels of such concentrations, and (9) the effect of other external factors (i.e. competition, legal and regulatory requirements) on the level of estimated credit losses.

 

Loans identified as losses by management, internal loan review and/or regulatory agencies are charged off.

 

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(1)Summary of Significant Accounting Policies (Continued)

 

Allowance for LoanLosses (Continued)

 

A significant portion of the Company’s impaired loans are deemed to be collateral dependent. Management therefore measures impairment on these loans based on the fair value of the collateral. Collateral values are determined based on appraisals performed by qualified licensed appraisers hired by the Company or by senior members of the Company’s credit administration staff. The decision whether or not to obtain an external third-party appraisal usually depends on the type of property being evaluated. External appraisals are usually obtained on more complex, income producing properties such as hotels, shopping centers and businesses. Less complex properties such as residential lots, farm land and single family houses may be evaluated internally by senior credit administration staff. When the Company does obtain appraisals from external third-parties, the values utilized in the impairment calculation are “as is” or current market values. The appraisals, whether prepared internally or externally, may utilize a single valuation approach or a combination of approaches including the comparable sales, income and cost approach. Appraised amounts used in the impairment calculation are typically discounted 10 percent to account for selling and marketing costs, if the repayment of the loan is to come from the sale of the collateral. Although appraisals are not obtained each year on all impaired loans, the collateral values used in the impairment calculations are evaluated quarterly by management. Based on management’s knowledge of the collateral and the current real estate market conditions, appraised values may be further discounted to reflect facts and circumstances known to management since the most recent appraisal was performed.

 

Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a level 3 classification of the inputs for determining fair value. Because of the high degree of judgment required in estimating the fair value of collateral underlying impaired loans and because of the relationship between fair value and general economic conditions, we consider the fair value of impaired loans to be highly sensitive to changes in market conditions.

 

Premises and Equipment

 

Premises and equipment are recorded at acquisition cost net of accumulated depreciation.

 

Depreciation is charged to operations over the estimated useful lives of the assets. The estimated useful lives and methods of depreciation are as follows:

 

Description  Life in Years Method   

Life in Years

 Method .

Banking Premises

 15-

40

 

Straight-Line and Accelerated

    15-40 Straight-Line and Accelerated

Furniture and Equipment

 5-

10

 

Straight-Line and Accelerated

    5-10 Straight-Line and Accelerated

 

Expenditures for major renewals and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. When property and equipment are retired or sold, the cost and accumulated depreciation are removed from the respective accounts and any gain or loss is reflected in other income or expense.

 

Intangible Assets

 

Intangible assets consist of core deposit intangibles acquired in connection with a business combination. The core deposit intangible is initially recognized based on a valuation performed as of the consummation date. The core deposit intangible is amortized by the straight-line method over the average remaining life of the acquired customer deposits.

 

Transfers of Financial Assets

 

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

 

 


 

PART I (Continued)

Item 1 (Continued)

 

(1) Summary of Significant Accounting Policies (Continued)

 

Statement of Cash Flows

 

For reporting cash flows, cash and cash equivalents include cash on hand, noninterest-bearing amounts due from banks and federal funds sold. Cash flows from demand deposits, interest-bearing checking accounts, savings accounts, loans and certificates of deposit are reported net.

 

Advertising Costs

 

The Company expenses the cost of advertising in the periods in which those costs are incurred.

 

Income Taxes

 

The provision for income taxes is based upon income for financial statement purposes, adjusted for nontaxable income and nondeductible expenses. Deferred income taxes have been provided when different accounting methods have been used in determining income for income tax purposes and for financial reporting purposes.

 

Deferred tax assets and liabilities are recognized based on future tax consequences attributable to differences arising from the financial statement carrying values of assets and liabilities and their tax bases. The differences relate primarily to depreciable assets (use of different depreciation methods for financial statement and income tax purposes) and allowance for loan losses (use of the allowance method for financial statement purposes and the direct write-off method for tax purposes). In the event of changes in the tax laws, deferred tax assets and liabilities are adjusted in the period of the enactment of those changes, with effects included in the income tax provision. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company and its subsidiary file a consolidated federal income tax return. The subsidiary pays its proportional share of federal income taxes to the Company based on its taxable income.

 

Positions taken in the Company’s tax returns may be subject to challenge by the taxing authorities upon examination. Uncertain tax positions are initially recognized in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are both initially and subsequently measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant facts. The Company provides for interest and, in some cases, penalties on tax positions that may be challenged by the taxing authorities. Interest expense is recognized beginning in the first period that such interest would begin accruing. Penalties are recognized in the period that the Company claims the position in the tax return. Interest and penalties on income tax uncertainties are classified within income tax expense in the consolidated statement of income.

 

Other Real Estate

 

Other real estate generally represents real estate acquired through foreclosure and is initially recorded at estimated fair value at the date of acquisition less the cost of disposal. Losses from the acquisition of property in full or partial satisfaction of debt are recorded as loan losses. Properties are evaluated regularly to ensure the recorded amounts are supported by current fair values, and valuation allowances are recorded as necessary to reduce the carrying amount to fair value less estimated cost of disposal. Routine holding costs and gains or losses upon disposition are included in other noninterest expense.

 

Bank-Owned Life Insurance

 

The Company has purchased life insurance on the lives of certain key members of management and directors. The life insurance policies are 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 charges or amounts due that are probable at settlement, if applicable. Increases in the cash surrender value are recorded as other income in the consolidated statements of income. The cash surrender value of the insurance contracts is recorded in other assets on the consolidated balance sheets in the amount of $15,569$15,724 and $15,419 as of March 31,June 30, 2017 and December 31, 2016, respectively.

 

 

PART I (Continued)

Item 1 (Continued)

 

(1) Summary of Significant Accounting Policies (Continued)

 

Comprehensive Income

 

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on securities available for sale, represent equity changes from economic events of the period other than transactions with owners and are not reported in the consolidated statements of operations but as a separate component of the equity section of the consolidated balance sheets. Such items are considered components of other comprehensive income (loss). Accounting standards codification requires the presentation in the consolidated financial statements of net income and all items of other comprehensive income (loss) as total comprehensive income (loss).

 

Off-Balance Sheet Credit Related Financial Instruments

 

In the ordinary course of business, the Company has entered into commitments to extend credit, commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded.

 

Changes in Accounting Principles and Effects of New Accounting Pronouncements

 

ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity is expected to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each performance obligation. ASU 2014-09, as deferred one year by ASU 2015-14, is effective for the Company in the first quarter of fiscal year 2018. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on the consolidated financial statements.

 

ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU  2016-01, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale.  ASU 2016-01 will be effective for the Company on January 1, 2018. The Company is currently evaluating the impact of the pending adoption of ASU 2016-01 on the consolidated financial statements.

 

ASU 2016-02,Leases (Topic 842). This ASU requires lessees to put most leases on their balance sheets but recognize expenses in the income statement in a manner similar to current accounting treatment. This ASU changes the guidance on sale-leaseback transactions, initial direct costs and lease execution costs, and, for lessors, modifies the classification criteria and the accounting for sales-type and direct financing leases. For public business entities, this ASU is effective for annual periods beginning after December 15, 2018, and interim periods therein. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company is evaluating the impact of this ASU on its financial statements and disclosures.

 


PART I (Continued)

Item 1 (Continued)

(1)SummaryofSignificantAccountingPolicies(Continued)

ChangesinAccountingPrinciplesandEffectsofNewAccountingPronouncements (Continued)

ASU 2016-13,Financial Instruments – Credit Losses (Topic 326).This ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supported forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this ASU on its consolidated financial statements.

 


PART I (Continued)

Item 1 (Continued)

(1)SummaryofSignificantAccountingPolicies(Continued)

ChangesinAccountingPrinciplesandEffectsofNewAccountingPronouncements (Continued)

ASU 2016-15,Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance related to certain cash flow issues in order to reduce the current and potential future diversity in practice. ASU 2016-15 will be effective for us on January 1, 2018 and is not expected to have a significant impact on our financial statements.

ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash.  ASU 2016-18requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The adoption of this guidance will only affect the Consolidated Statements of Cash Flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, and is not expected to have a significant impact on the Company's consolidated financial statements.

 

ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities. This ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Today, entities generally amortize the premium over the contractual life of the security. The new guidance does not change the accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to maturity. ASU No. 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. The guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the provisions of ASU No. 2017-08 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements. 

 

(2) Investment Securities

 

Investment securities as of March 31,June 30, 2017 and December 31, 2016 are summarized as follows:

 

June 30, 2017

 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Value

 

Securities Available for Sale:

                

U. S. Government Agencies

                

Mortgage-Backed

 $336,786  $204  $(6,248) $330,742 

State, County & Municipal

  4,891   40   (27)  4,904 

Corporate Bonds

  2,056   8   -   2,064 
  $343,733  $252  $(6,275) $337,710 

 

March 31, 2017

 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair Value

 

Securities Available for Sale:

                

U. S. Government Agencies

                

Mortgage-Backed

 $342,828  $109  $(7,486) $335,451 

State, County & Municipal

  4,444   35   (23)  4,456 

Corporate Bonds

  2,060   -   (35)  2,025 
  $349,332  $144  $(7,544) $341,932 

 

December 31, 2016

 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Value

 

Securities Available for Sale:

                

U. S. Government Agencies

                

Mortgage-Backed

 $326,694  $76  $(7,673) $319,097 

State, County & Municipal

  4,573   18   (30)  4,561 
  $331,267  $94  $(7,703) $323,658 

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(2) Investment Securities(Continued)

 

The amortized cost and fair value of investment securities as of March 31,June 30, 2017, by contractual maturity, are shown hereafter. Expected maturities may differ from contractual maturities for certain investments because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. This is often the case with mortgage-backed securities, which are disclosed separately in the table below.

 

 

Securities

  

Securities

 
 

Available for Sale

  

Available for Sale

 
 

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

 
                

Due In One Year or Less

 $667  $672  $665  $667 

Due After One Year Through Five Years

  4,449   4,421   4,535   4,524 

Due After Five Years Through Ten Years

  694   712   1,053   1,077 

Due After Ten Years

  694   676   694   700 
 $6,504  $6,481  $6,947  $6,968 
                

Mortgage-Backed Securities

  342,828   335,451   336,786   330,742 
 $349,332  $341,932  $343,733  $337,710 

 

The Bank did not sell any investments during the first threesix months of 2017. Therefore the Bank did not have any proceeds, gains or losses during the first threesix months of 2017. Proceeds from the sale of investments available for sale totaled $11,800$16,010 for the first threesix months of 2016. The sale of investments available for sale during the first threesix months of 2016 resulted in gross realized gains of $9$135 and losses of $7.$6.

 

Investment securities having a carrying value approximating $163,456$147,765 and $144,854 as of March 31,June 30, 2017 and December 31, 2016, respectively, were pledged to secure public deposits and for other purposes.

 

Information pertaining to securities with gross unrealized losses at March 31,June 30, 2017 and December 31, 2016 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

 

  

Less Than 12 Months

  

12 Months or Greater

  

Total

 
                         
      

Gross

      

Gross

      

Gross

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 
                         

March 31, 2017

                        

U. S. Government Agencies

                        

Mortgage-Backed

 $196,927  $(3,362) $108,603  $(4,124) $305,530  $(7,486)

State, County and Municipal

  2,138   (23)  -   -   2,138   (23)

Corporate Bonds

  2,025   (35)  -   -   2,025   (35)
  $201,090  $(3,420) $108,603  $(4,124) $309,693  $(7,544)
                         

December 31. 2016

                        

U.S. Government Agencies

                        

Mortgage-Backed

 $174,201  $(3,460) $107,482  $(4,213) $281,683  $(7,673)

State, County and Municipal

  3,488   (30)  -   -   3,488   (30)
  $177,689  $(3,490) $107,482  $(4,213) $285,171  $(7,703)
  

Less Than 12 Months

  

12 Months or Greater

  

Total

 
                         
      

Gross

      

Gross

      

Gross

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 
                         

June 30, 2017

                        

U. S. Government Agencies Mortgage-Backed

 $170,412  $(2,499) $108,285  $(3,749) $278,697  $(6,248)

State, County and Municipal

  1,776   (27)  -   -   1,776   (27)
  $172,188  $(2,526) $108,285  $(3,749) $280,473  $(6,275)
                         

December 31. 2016

                        

U.S. Government Agencies Mortgage-Backed

 $174,201  $(3,460) $107,482  $(4,213) $281,683  $(7,673)

State, County and Municipal

  3,488   (30)  -   -   3,488   (30)
  $177,689  $(3,490) $107,482  $(4,213) $285,171  $(7,703)

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(2) Investment Securities(Continued)

 

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) 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.

 

At March 31,June 30, 2017, 117108 securities have unrealized losses which have depreciated 2.382.19 percent from the Company’s amortized cost basis. These securities are guaranteed by either the U.S. Government, other governments or U.S. corporations. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and the results of reviews of the issuer’s financial condition. The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. As management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available-for-sale, no declines are deemed to be other than temporary.

 

(3)Loans

 

The following table presents the composition of loans segregated by class of loans, as of March 31,June 30, 2017 and December 31, 2016.

 

 

March 31, 2017

  

December 31, 2016

  

June 30, 2017

  

December 31, 2016

 

Commercial and Agricultural

                

Commercial

 $44,925  $47,025  $44,883  $47,025 

Agricultural

  19,306   17,080   21,810   17,080 
                

Real Estate

                

Commercial Construction

  30,540   30,358   35,151   30,358 

Residential Construction

  9,367   11,830   9,230   11,830 

Commercial

  359,143   349,090   355,801   349,090 

Residential

  195,282   195,580   200,572   195,580 

Farmland

  64,870   66,877   70,194   66,877 
                

Consumer and Other

                

Consumer

  19,188   19,695   19,134   19,695 

Other

  17,720   16,748   18,791   16,748 
                

Total Loans

 $760,341  $754,283  $775,566  $754,283 

 

Commercial and industrial loans are extended to a diverse group of businesses within the Company’s market area. These loans are often underwritten based on the borrower’s ability to service the debt from income from the business. Real estate construction loans often require loan funds to be advanced prior to completion of the project. Due to uncertainties inherent in estimating construction costs, changes in interest rates and other economic conditions, these loans often pose a higher risk than other types of loans. Consumer loans are originated at the Bank level. These loans are generally smaller loan amounts spread across many individual borrowers to help minimize risk.

 

Credit Quality Indicators. As part of the ongoing monitoring of the credit quality of the loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk grade assigned to commercial and consumer loans, (ii) the level of classified commercial loans, (iii) net charge-offs, (iv) nonperforming loans, and (v) the general economic conditions in the Company’s geographic markets.

 


PART I (Continued)

Item 1 (Continued)

(3) Loans (Continued)

The Company uses a risk grading matrix to assign a risk grade to each of its loans. Loans are graded on a scale of 1 to 8. A description of the general characteristics of the grades is as follows:

 


PART I (Continued)

Item 1 (Continued)

(3) Loans (Continued)

 

Grades 1 and 2 – Borrowers with these assigned grades range in risk from virtual absence of risk to minimal risk. Such loans may be secured by Company-issued and controlled certificates of deposit or properly margined equity securities or bonds. Other loans comprising these grades are made to companies that have been in existence for a long period of time with many years of consecutive profits and strong equity, good liquidity, excellent debt service ability and unblemished past performance, or to exceptionally strong individuals with collateral of unquestioned value that fully secures the loans. Loans in this category fall into the “pass” classification.

 

 

Grades 3 and 4 – Loans assigned these “pass” risk grades are made to borrowers with acceptable credit quality and risk. The risk ranges from loans with no significant weaknesses in repayment capacity and collateral protection to acceptable loans with one or more risk factors considered to be more than average.

 

 

Grade 5 – This grade includes “special mention” loans on management’s watch list and is intended to be used on a temporary basis for pass grade loans where risk-modifying action is intended in the short-term.

 

 

Grade 6 – This grade includes “substandard” loans in accordance with regulatory guidelines. This category includes borrowers with well-defined weaknesses that jeopardize the payment of the debt in accordance with the agreed terms. Loans considered to be impaired are assigned this grade, and these loans often have assigned loss allocations as part of the allowance for loan and lease losses. Generally, loans on which interest accrual has been stopped would be included in this grade.

 

 

Grades 7 and 8 – These grades correspond to regulatory classification definitions of “doubtful” and “loss,” respectively. In practice, any loan with these grades would be for a very short period of time, and generally the Company has no loans with these assigned grades. Management manages the Company’s problem loans in such a way that uncollectible loans or uncollectible portions of loans are charged off immediately with any residual, collectible amounts assigned a risk grade of 6.

 

The following table presents the loan portfolio by credit quality indicator (risk grade) as of March 31,June 30, 2017 and December 31, 2016. Those loans with a risk grade of 1, 2, 3 or 4 have been combined in the pass column for presentation purposes. For the period ending March 31,June 30, 2017, the Company did not have any loans classified as “doubtful” or a “loss”.

 

March 31, 2017

                

June 30, 2017

                
 

Pass

  

Special Mention

  

Substandard

  

Total Loans

  

Pass

  

Special Mention

  

Substandard

  

Total Loans

 

Commercial and Agricultural

                                

Commercial

 $42,145  $1,720  $1,060  $44,925  $42,156  $1,864  $863  $44,883 

Agricultural

  18,316   612   378   19,306   21,110   163   537   21,810 
                                

Real Estate

                                

Commercial Construction

  28,656   1,307   577   30,540   31,324   1,211   2,616   35,151 

Residential Construction

  9,167   -   200   9,367   9,031   -   199   9,230 

Commercial

  339,616   8,378   11,149   359,143   341,986   4,158   9,657   355,801 

Residential

  182,896   1,004   11,382   195,282   185,981   3,636   10,955   200,572 

Farmland

  62,990   920   960   64,870   68,144   1,102   948   70,194 
                                

Consumer and Other

                                

Consumer

  18,609   181   398   19,188   18,649   114   371   19,134 

Other

  17,720   -   -   17,720   18,791   -   -   18,791 
                                

Total Loans

 $720,115  $14,122  $26,104  $760,341  $737,172  $12,248  $26,146  $775,566 

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

 

December 31, 2016

                
  

Pass

  

Special Mention

  

Substandard

  

Total Loans

 

Commercial and Agricultural

                

Commercial

 $44,250  $1,862  $913  $47,025 

Agricultural

  16,586   192   302   17,080 
                 

Real Estate

                

Commercial Construction

  28,425   1,349   584   30,358 

Residential Construction

  11,630   -   200   11,830 

Commercial

  327,561   9,403   12,126   349,090 

Residential

  178,618   5,659   11,303   195,580 

Farmland

  65,075   839   963   66,877 
                 

Consumer and Other

                

Consumer

  19,072   226   397   19,695 

Other

  16,748   -   -   16,748 
                 

Total Loans

 $707,965  $19,530  $26,788  $754,283 

 

A loan’s risk grade is assigned at the inception of the loan and is based on the financial strength of the borrower and the type of collateral. Loan risk grades are subject to reassessment at various times throughout the year as part of the Company’s ongoing loan review process. Loans with an assigned risk grade of 6 or below and an outstanding balance of $250,000 or more are reassessed on a quarterly basis. During this reassessment process individual reserves may be identified and placed against certain loans which are not considered impaired.

 

In assessing the overall economic condition of the markets in which it operates, the Company monitors the unemployment rates for its major service areas. The unemployment rates are reviewed on a quarterly basis as part of the allowance for loan loss determination.

 

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Generally, loans are placed on nonaccrual status if principal or interest payments become 90 days past due or when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provision. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due.

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

 

The following table represents an age analysis of past due loans and nonaccrual loans, segregated by class of loans, as of March 31,June 30, 2017 and December 31, 2016:

 

March 31, 2017

                        
  

Accruing Loans

             
      

90 Days

                 
  

30-89 Days

  

or More

  

Total Accruing

  

Nonaccrual

         
  

Past Due

  

Past Due

  

Loans Past Due

  

Loans

  

Current Loans

  

Total Loans

 

Commercial and Agricultural

                        

Commercial

 $870  $-  $870  $673  $43,382  $44,925 

Agricultural

  184   -   184   206   18,916   19,306 
                         

Real Estate

                        

Commercial Construction

  225   -   225   184   30,131   30,540 

Residential Construction

  -   -   -   -   9,367   9,367 

Commercial

  1,423   -   1,423   5,749   351,971   359,143 

Residential

  1,762   -   1,762   3,434   190,086   195,282 

Farmland

  92   -   92   800   63,978   64,870 
                         

Consumer and Other

                        

Consumer

  144   -   144   203   18,841   19,188 

Other

  2   -   2   -   17,718   17,720 
                         

Total Loans

 $4,702  $-  $4,702  $11,249  $744,390  $760,341 

June 30, 2017

                        
  

Accruing Loans

             
      

90 Days

                 
  

30-89 Days

  

or More

  

Total Accruing

  

Nonaccrual

         
  

Past Due

  

Past Due

  

Loans Past Due

  

Loans

  

Current Loans

  

Total Loans

 

Commercial and Agricultural

                        

Commercial

 $615  $-  $615  $608  $43,660  $44,883 

Agricultural

  202   -   202   348   21,260   21,810 
                         

Real Estate

                        

Commercial Construction

  792   -   792   102   34,257   35,151 

Residential Construction

  -   -   -   199   9,031   9,230 

Commercial

  1,233   -   1,233   3,079   351,489   355,801 

Residential

  2,984   -   2,984   3,013   194,575   200,572 

Farmland

  187   -   187   678   69,329   70,194 
                         

Consumer and Other

                        

Consumer

  205   -   205   149   18,780   19,134 

Other

  -   -   -   -   18,791   18,791 
                         

Total Loans

 $6,218  $-  $6,218  $8,176  $761,172  $775,566 

 

 

December 31, 2016

                        
  

Accruing Loans

             
      

90 Days

                 
  

30-89 Days

  

or More

  

Total Accruing

  

Nonaccrual

         
  

Past Due

  

Past Due

  

Loans Past Due

  

Loans

  

Current Loans

  

Total Loans

 

Commercial and Agricultural

                        

Commercial

 $420  $-  $420  $635  $45,970  $47,025 

Agricultural

  33   -   33   209   16,838   17,080 
                         

Real Estate

                        

Commercial Construction

  54   -   54   190   30,114   30,358 

Residential Construction

  -   -   -   -   11,830   11,830 

Commercial

  492   -   492   6,360   342,238   349,090 

Residential

  3,179   -   3,179   3,944   188,457   195,580 

Farmland

  95   -   95   800   65,982   66,877 
                         

Consumer and Other

                        

Consumer

  196   -   196   212   19,287   19,695 

Other

  -   -   -   -   16,748   16,748 
                         

Total Loans

 $4,469  $-  $4,469  $12,350  $737,464  $754,283 

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

 

The following table details impaired loan data as of March 31,June 30, 2017:

 

March 31, 2017

                        

June 30, 2017

                        
 

Unpaid

                      

Unpaid

                     
 

Contractual

          

Average

  

Interest

  

Interest

  

Contractual

          

Average

  

Interest

  

Interest

 
 

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

  

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

 
 

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

  

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

 
                                                

With No RelatedAllowance Recorded

                                                

Commercial

 $876  $673  $-  $654  $8  $8  $608  $608  $-  $639  $11  $15 

Agricultural

  226   206   -   207   12   12   370   349   -   254   11   13 

Commercial Construction

  184   184   -   187   1   1   102   102   -   159   1   1 

Residential Construction

  199   199       66   5   5 

Commercial Real Estate

  15,980   15,899   -   15,088   166   164   10,454   10,454   -   13,543   226   222 

Residential Real Estate

  5,010   4,709   -   4,331   56   58   5,667   4,871   -   4,511   98   115 

Farmland

  921   800   -   800   1   1   679   678   -   759   56   56 

Consumer

  203   203   -   207   2   2   149   149   -   188   3   3 

Other

  -   -   -   -   -   -   -   -   -   -   -   - 
                                                
  23,400   22,674   -   21,474   246   246   18,228   17,410   -   20,119   411   430 
                                                

With An Allowance Recorded

                                                

Commercial

  -   -   -   -   -   -   -   -   -   -   -   - 

Agricultural

  -   -   -   -   -   -   -   -   -   -   -   - 

Commercial Construction

  72   72   21   72   1   1   71   71   4   72   2   2 

Residential Construction

  -   -   -   -   -   - 

Commercial Real Estate

  5,300   4,506   3,051   6,487   17   17   7,169   7,169   1,517   6,714   135   134 

Residential Real Estate

  764   757   340   1,112   1   1   49   41   20   755   (2)  2 

Farmland

  378   378   27   379   5   5   376   376   26   378   11   11 

Consumer

  -   -   -   -   -   -   -   -   -   -   -   - 

Other

  -   -   -   -   -   -   -   -   -   -   -   - 
                                                
  6,514   5,713   3,439   8,050   24   24   7,665   7,657   1,567   7,919   146   149 
                                                

Total

                                                

Commercial

  876   673   -   654   8   8   608   608   -   639   11   15 

Agricultural

  226   206   -   207   12   12   370   349   -   254   11   13 

Commercial Construction

  256   256   21   259   2   2   173   173   4   231   3   3 

Residential Construction

  199   199   -   66   5   5 

Commercial Real Estate

  21,280   20,405   3,051   21,575   183   181   17,623   17,623   1,517   20,257   361   356 

Residential Real Estate

  5,774   5,466   340   5,443   57   59   5,716   4,912   20   5,266   96   117 

Farmland

  1,299   1,178   27   1,179   6   6   1,055   1,054   26   1,137   67   67 

Consumer

  203   203   -   207   2   2   149   149   -   188   3   3 

Other

  -   -   -   -   -   -   -   -   -   -   -   - 
                                                
 $29,914  $28,387  $3,439  $29,524  $270  $270  $25,893  $25,067  $1,567  $28,038  $557  $579 

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

 

The following table details impaired loan data as of December 31, 2016:

 

December 31, 2016

                                                
 

Unpaid

                      

Unpaid

                     
 

Contractual

          

Average

  

Interest

  

Interest

  

Contractual

          

Average

  

Interest

  

Interest

 
 

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

  

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

 
 

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

  

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

 
                                                

With No RelatedAllowance Recorded

                         ��                      

Commercial

 $635  $635  $-  $539  $24  $27  $635  $635  $-  $539  $24  $27 

Agricultural

  229   209   -   210   9   12   229   209   -   210   9   12 

Commercial Construction

  191   191   -   698   7   7   191   191   -   698   7   7 

Commercial Real Estate

  14,358   14,276   -   14,275   567   560   14,358   14,276   -   14,275   567   560 

Residential Real Estate

  4,261   3,952   -   4,553   73   191   4,261   3,952   -   4,553   73   191 

Farmland

  921   799   -   1,016   22   26   921   799   -   1,016   22   26 

Consumer

  212   212   -   213   10   12   212   212   -   213   10   12 
                                                
  20,807   20,274   -   21,504   712   835   20,807   20,274   -   21,504   712   835 
                                                

With An Allowance Recorded

                                                

Commercial

  -   -   -   30   -   -   -   -   -   30   -   - 

Agricultural

  -   -   -   -   -   -   -   -   -   -   -   - 

Commercial Construction

  72   72   21   74   1   2   72   72   21   74   1   2 

Commercial Real Estate

  8,557   8,467   3,022   8,340   239   236   8,557   8,467   3,022   8,340   239   236 

Residential Real Estate

  1,476   1,468   363   1,043   28   32   1,476   1,468   363   1,043   28   32 

Farmland

  380   380   29   384   21   21   380   380   29   384   21   21 

Consumer

  -   -   -   -   -   -   -   -   -   -   -   - 
                                                
  10,485   10,387   3,435   9,871   289   291   10,485   10,387   3,435   9,871   289   291 
                                                

Total

                                                

Commercial

  635   635   -   569   24   27   635   635   -   569   24   27 

Agricultural

  229   209   -   210   9   12   229   209   -   210   9   12 

Commercial Construction

  263   263   21   772   8   9   263   263   21   772   8   9 

Commercial Real Estate

  22,915   22,743   3,022   22,615   806   796   22,915   22,743   3,022   22,615   806   796 

Residential Real Estate

  5,737   5,420   363   5,596   101   223   5,737   5,420   363   5,596   101   223 

Farmland

  1,301   1,179   29   1,400   43   47   1,301   1,179   29   1,400   43   47 

Consumer

  212   212   -   213   10   12   212   212   -   213   10   12 
                                                
 $31,292  $30,661  $3,435  $31,375  $1,001  $1,126  $31,292  $30,661  $3,435  $31,375  $1,001  $1,126 

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

 

The following table details impaired loan data as of March 31,June 30, 2016:

 

March 31, 2016

                        

June 30, 2016

                        
 

Unpaid

                      

Unpaid

                     
 

Contractual

          

Average

  

Interest

  

Interest

  

Contractual

          

Average

  

Interest

  

Interest

 
 

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

  

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

 
 

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

  

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

 
                                                

With No RelatedAllowance Recorded

                                                

Commercial

 $502  $500  $-  $477  $2  $3  $460  $460  $-  $472  $4  $5 

Agricultural

  213   193   -   185   7   10   213   192   -   188   9   13 

Commercial Construction

  466   466   -   1,182   4   3   453   428   -   930   8   7 

Residential Construction

  -   -       -   -   - 

Commercial Real Estate

  10,439   9,992   -   12,557   89   93   16,383   15,615   -   13,577   271   270 

Residential Real Estate

  5,209   4,288   -   4,432   52   48   5,227   4,956   -   4,606   (7)  119 

Farmland

  1,328   1,327   -   1,215   (4)  -   935   933   -   1,121   (3)  1 

Consumer

  207   195   -   187   1   4   248   240       205   4   6 

Other

  -   -   -   -   -   - 
                                                
  18,364   16,961   -   20,235   151   161   23,919   22,824   -   21,099   286   421 
                                                

With An Allowance Recorded

                                                

Commercial

  29   28   4   76   -   -   -   -   -   50   -   - 

Agricultural

  -   -   -   -   -   -   -   -   -   -   -   - 

Commercial Construction

  75   75   24   76   -   -   74   74   22   75   -   - 

Residential Construction

  -   -   -   -   -   - 

Commercial Real Estate

  7,279   7,265   1,940   8,110   50   52   8,709   8,695   2,886   8,305   127   124 

Residential Real Estate

  971   964   528   1,019   1   1   864   856   440   965   3   3 

Farmland

  386   386   35   387   5   5   384   384   33   386   10   11 

Consumer

  -   -   -   -   -   -   -   -   -   -   -   - 

Other

  -   -   -   -   -   - 
                                                
  8,740   8,718   2,531   9,668   56   58   10,031   10,009   3,381   9,781   140   138 
                                                

Total

                                                

Commercial

  531   528   4   553   2   3   460   460   -   522   4   5 

Agricultural

  213   193   -   185   7   10   213   192   -   188   9   13 

Commercial Construction

  541   541   24   1,258   4   3   527   502   22   1,005   8   7 

Residential Construction

  -   -   -   -   -   - 

Commercial Real Estate

  17,718   17,257   1,940   20,667   139   145   25,092   24,310   2,886   21,882   398   394 

Residential Real Estate

  6,180   5,252   528   5,451   53   49   6,091   5,812   440   5,571   (4)  122 

Farmland

  1,714   1,713   35   1,602   1   5   1,319   1,317   33   1,507   7   12 

Consumer

  207   195   -   187   1   4   248   240   -   205   4   6 

Other

  -   -   -   -   -   - 
                                                
 $27,104  $25,679  $2,531  $29,903  $207  $219  $33,950  $32,833  $3,381  $30,880  $426  $559 

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

 

TDRs are troubled loans on which the original terms of the loan have been modified in favor of the borrower due to deterioration in the borrower’s financial condition. Each potential loan modification is reviewed individually and the terms of the loan are modified to meet the borrower’s specific circumstances at a point in time. Not all loan modifications are TDRs. Loan modifications are reviewed and approved by the Company’s senior lending staff, who then determine whether the loan meets the criteria for a TDR. Generally, the types of concessions granted to borrowers that are evaluated in determining whether a loan is classified as a TDR include:

 

 

Interest rate reductions – Occur when the stated interest rate is reduced to a nonmarket rate or a rate the borrower would not be able to obtain elsewhere under similar circumstances.

 

 

Amortization or maturity date changes – Result when the amortization period of the loan is extended beyond what is considered a normal amortization period for loans of similar type with similar collateral.

 

 

Principal reductions – These are often the result of commercial real estate loan workouts where two new notes are created. The primary note is underwritten based upon our normal underwriting standards and is structured so that the projected cash flows are sufficient to repay the contractual principal and interest of the newly restructured note. The terms of the secondary note vary by situation and often involve that note being charged-off, or the principal and interest payments being deferred until after the primary note has been repaid. In situations where a portion of the note is charged-off during modification there is often no specific reserve allocated to those loans. This is due to the fact that the amount of the charge-off usually represents the excess of the original loan balance over the collateral value and the Company has determined there is no additional exposure on those loans.

 

As discussed in Note 1, Summary of Significant Accounting Policies, once a loan is identified as a TDR, it is accounted for as an impaired loan. The Company had no unfunded commitments to lend to a customer that has a troubled debt restructured loan as of March 31,June 30, 2017. The following tables present the number of loan contracts restructured during the three month and six month period ended March 31,June 30, 2017 and 2016. It shows the pre- and post-modification recorded investment as well as the number of contracts and the recorded investment for those TDRs modified during the previous twelve months which subsequently defaulted during the period. Loans modified in a troubled debt restructuring are considered to be in default once the loan becomes 90 days past due. A TDR may cease being classified as impaired if the loan is subsequently modified at market terms and, has performed according to the modified terms for at least six months, and there has not been any prior principal forgiveness on a cumulative basis.

 

  

Three Months Ended March 31,June 30, 2017

Six Months Ended June 30, 2017

 

Troubled Debt Restructurings

 
  

# of Contracts

  

Pre-Modification

  

Post-Modification

 

# of Contracts

Pre-Modification

Post-Modification

             

Residential Real Estate

  -  $-  $--$-$- 
             

Total Loans

  -  $-  $- -$-$-

 

 

 

Three Months Ended March 31, 2016

  

Three Months Ended June 30, 2016

  

Six Months Ended June 30, 2016

 

Troubled Debt Restructurings

            

Troubled Debt Restructurings

 
 

# of Contracts

  

Pre-Modification

  

Post-Modification

  

# of Contracts

  

Pre-Modification

  

Post-Modification

  

# of Contracts

  

Pre-Modification

  

Post-Modification

 
                                    

Residential Real Estate

  1  $91  $91   1  $91  $91   1  $91  $91 
                                    

Total Loans

  1  $91  $91   1  $91  $91   1  $91  $91 

 

 

PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

 

The company did not have any TDRs that subsequently defaulted for the three months and six months ended March 31,June 30, 2017.

 

(4) Allowance for Loan Losses

 

The following tables detail activity in the allowance for loan losses, segregated by class of loan, for the threesix month period endedMarch 31, 2017and March 31,ended June 30, 2017 and June 30, 2016. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other loan categories and periodically may result in reallocation within the provision categories.

 

March 31, 2017

                    

June 30, 2017

                    
 

Beginning

              

Ending

  

Beginning

              

Ending

 
 

Balance

  

Charge-Offs

  

Recoveries

  

Provision

  

Balance

  

Balance

  

Charge-Offs

  

Recoveries

  

Provision

  

Balance

 
                                        

Commercial and Agricultural

                                        

Commercial

 $456  $(4) $79  $(128) $403  $456  $(124) $100  $(7) $425 

Agricultural

  168   -   1   20   189   168   (4)  2   72   238 
                                        

Real Estate

                                        

Commercial Construction

  323   -   162   (183)  302   323   (49)  162   334   770 

Residential Construction

  13   -   -   (3)  10   13   -   -   (2)  11 

Commercial

  5,751   (852)  247   773   5,919   5,751   (966)  302   (424)  4,663 

Residential

  1,396   (15)  15   (160)  1,236   1,396   (605)  33   148   972 

Farmland

  722   -   -   (13)  709   722   -   -   137   859 
                                        

Consumer and Other

                                        

Consumer

  80   (46)  19   28   81   80   (117)  51   70   84 

Other

  14   -   -   1   15   14   -   -   7   21 
                                        
 $8,923  $(917) $523  $335  $8,864  $8,923  $(1,865) $650  $335  $8,043 

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(4) Allowance for Loan Losses (Continued)

 

March 31, 2016

                    

June 30, 2016

                    
 

Beginning

              

Ending

  

Beginning

              

Ending

 
 

Balance

  

Charge-Offs

  

Recoveries

  

Provision

  

Balance

  

Balance

  

Charge-Offs

  

Recoveries

  

Provision

  

Balance

 
                                        

Commercial and Agricultural

                                        

Commercial

 $855  $(169) $12  $(144) $554  $855  $(225) $25  $(100) $555 

Agricultural

  203   (22)  1   10   192   203   (18)  2   64   251 
                                        

Real Estate

                                        

Commercial Construction

  691   -   804   (685)  810   691   (25)  804   (1,032)  438 

Residential Construction

  20   -   -   -   20   20   -   -   (2)  18 

Commercial

  3,851   (248)  168   1,475   5,246   3,851   (569)  180   2,136   5,598 

Residential

  1,990   (63)  14   (136)  1,805   1,990   (159)  23   (242)  1,612 

Farmland

  912   -   125   (234)  803   912   -   125   (241)  796 
                                        

Consumer and Other

                                        

Consumer

  63   (49)  15   72   101   63   (111)  21   123   96 

Other

  19   -   3   (4)  18   19   -   5   2   26 
                                        
 $8,604  $(551) $1,142  $354  $9,549  $8,604  $(1,107) $1,185  $708  $9,390 

 

During the first quarter of 20162017 Company management implementedcompleted the transition to a change to its allowance for loan loss methodology by expanding the historical loss period from a rolling 8 quarters to 16 quarters.  Management believes the longer historical loss period better reflects the current and expected loss behavior of the loan portfolio within the current credit cycle.  The transition to a rolling 16 quarter loss period was completed in the first quarter of 2017.  As of March 31,June 30, 2017, this change in the historical loss period resulted in an increase to the allowance for loan losses of $575,000.$431,600.

 

Management continually evaluates the allowance for loan losses methodology seeking to refine and enhance this process as appropriate, and it is likely that the methodology will continue to evolve over time.

 

The Company determines its individual reserves during its quarterly review of substandard loans. This process involves reviewing all loans with a risk grade of 6 or greater and an outstanding balance of $250,000 or more, regardless of the loans impairment classification. At March 31,June 30, 2017, there were 161153 impaired loans totaling $4.3 million below the $250,000 review threshold which were not individually reviewed for impairment. Those loans were subject to the bank’s general loan loss reserve methodology and are included in the “Collectively Evaluated for Impairment” column of the following tables. Likewise, at March 31,June 30, 2016, there were 156165 impaired loans totaling $3.6$3.8 million which were below the $250,000 review threshold and were subject to the bank’s general loan loss reserve methodology and are included in the “Collectively Evaluated for Impairment” column of the following tables.

 

Since not all loans in the substandard category are considered impaired, this quarterly review process may result in the identification of specific reserves on unimpaired loans. Management considers those loans graded substandard, but not classified as impaired, to be higher risk loans and, therefore, makes specific allocations to the allowance for those loans if warranted. The total of such loans is $10.16$13.04 million and $17.84$12.64 million as of March 31,June 30, 2017 and 2016, respectively. Specific allowance allocations were made for these loans totaling $802$1.19 million and $791 thousand and $1.17 million as of March 31,June 30, 2017 and 2016, respectively. Since these loans are not considered impaired, both the loan balance and related specific allocation are included in the “Collectively Evaluated for Impairment” column of the following tables.

 

 


 

PART I (Continued)

Item 1 (Continued)

 

(4)Allowance for Loan Losses (Continued)

 

The following tables present breakdowns of the allowance for loan losses, segregated by impairment methodology for March 31,June 30, 2017 and 2016:

 

 

March 31, 2017

                        

June 30, 2017

                        
 

Ending Allowance Balance

  

Ending Loan Balance

  

Ending Allowance Balance

  

Ending Loan Balance

 
                                                
 

Individually

  

Collectively

      

Individually

  

Collectively

      

Individually

  

Collectively

      

Individually

  

Collectively

     
 

Evaluated for

  

Evaluated for

      

Evaluated for

  

Evaluated for

      

Evaluated for

  

Evaluated for

      

Evaluated for

  

Evaluated for

     
 

Impairment

  

Impairment

  

Total

  

Impairment

  

Impairment

  

Total

  

Impairment

  

Impairment

  

Total

  

Impairment

  

Impairment

  

Total

 

Commercial and Agricultural

                                                

Commercial

 $-  $403  $403  $-  $44,925  $44,925  $-  $425  $425  $33  $44,850  $44,883 

Agricultural

  -   189   189   5   19,301   19,306   -   238   238   5   21,805   21,810 
                                                

Real Estate

                                                

Commercial Construction

  21   281   302   72   30,468   30,540   4   766   770   72   35,079   35,151 

Residential Construction

  -   10   10   -   9,367   9,367   -   11   11   -   9,230   9,230 

Commercial

  3,051   2,868   5,919   19,865   339,278   359,143   1,517   3,146   4,663   17,292   338,509   355,801 

Residential

  340   896   1,236   3,102   192,180   195,282   20   952   972   2,336   198,236   200,572 

Farmland

  27   682   709   1,042   63,828   64,870   26   833   859   1,040   69,154   70,194 
                                                

Consumer and Other

                                                

Consumer

  -   81   81   -   19,188   19,188   -   84   84   -   19,134   19,134 

Other

  -   15   15   -   17,720   17,720   -   21   21   -   18,791   18,791 
                                                

Total End of Period Balance

 $3,439  $5,425  $8,864  $24,086  $736,255  $760,341  $1,567  $6,476  $8,043  $20,778  $754,788  $775,566 

 

March 31, 2016

                        

June 30, 2016

                        
 

Ending Allowance Balance

  

Ending Loan Balance

  

Ending Allowance Balance

  

Ending Loan Balance

 
                                                
 

Individually

  

Collectively

      

Individually

  

Collectively

      

Individually

  

Collectively

      

Individually

  

Collectively

     
 

Evaluated for

  

Evaluated for

      

Evaluated for

  

Evaluated for

      

Evaluated for

  

Evaluated for

      

Evaluated for

  

Evaluated for

     
 

Impairment

  

Impairment

  

Total

  

Impairment

  

Impairment

  

Total

  

Impairment

  

Impairment

  

Total

  

Impairment

  

Impairment

  

Total

 

Commercial and Agricultural

                                                

Commercial

 $4  $550  $554  $37  $45,078  $45,115  $-  $555  $555  $9  $47,925  $47,934 

Agricultural

  -   192   192   -   18,562   18,562   -   251   251   -   24,307   24,307 
                                                

Real Estate

                                                

Commercial Construction

  24   786   810   389   35,581   35,970   22   416   438   384   31,908   32,292 

Residential Construction

  -   20   20   -   9,849   9,849   -   18   18   -   9,141   9,141 

Commercial

  1,940   3,306   5,246   16,918   330,454   347,372   2,886   2,712   5,598   17,463   327,718   345,181 

Residential

  528   1,277   1,805   3,370   192,309   195,679   440   1,172   1,612   3,609   192,531   196,140 

Farmland

  35   768   803   1,401   64,884   66,285   33   763   796   1,048   69,089   70,137 
                                                

Consumer and Other

                                                

Consumer

  -   101   101   -   19,661   19,661   -   96   96   -   19,936   19,936 

Other

  -   18   18   -   15,768   15,768   -   26   26   -   19,141   19,141 
                                                

Total End of Period Balance

 $2,531  $7,018  $9,549  $22,115  $732,146  $754,261  $3,381  $6,009  $9,390  $22,513  $741,696  $764,209 

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(5)Other Real Estate Owned

 

The aggregate carrying amount of Other Real Estate Owned (OREO) at March 31,June 30, 2017 and December 31, 2016 was $5,899$4,525 and $6,439, respectively. All of the Company’s other real estate owned represents properties acquired through foreclosure or deed in lieu of foreclosure. The following table details the change in OREO for the threesix months ended March 31,June 30, 2017 and the year ended December 31, 2016.

 

 

Three Months Ended

  

Twelve Months Ended

  

Six Months Ended

  

Twelve Months Ended

 
 

March 31, 2017

  

December 31, 2016

  

June 30, 2017

  

December 31, 2016

 
                

Balance, Beginning

 $6,439  $8,839  $6,439  $8,839 
                

Additions

  219   5,664   432   5,664 

Sales of OREO

  (738)  (7,416)  (2,236)  (7,416)

Gains (Losses) on Sale

  35   (146)  96   (146)

Provision for Losses

  (56)  (502)  (206)  (502)
                

Balance, Ending

 $5,899  $6,439  $4,525  $6,439 

 

At March 31,June 30, 2017, the Company held $496$423 thousand of residential real estate property as foreclosed property compared to $431 thousand as of December 31, 2016.  Also at March 31,June 30, 2017, $307$317 thousand of consumer mortgage loans collateralized by residential real estate property were in the process of foreclosure according to local requirements of the applicable jurisdictions. At December 31, 2016, only $204 thousand of consumer mortgage loans collateralized by residential real estate property were in the process of foreclosure according to local requirements of the applicable jurisdictions.

 

(6) Deposits

 

The aggregate amount of overdrawn deposit accounts reclassified as loan balances totaled $430$457 and $414 as of March 31,June 30, 2017 and December 31, 2016.

 

Components of interest-bearing deposits as of March 31,June 30, 2017 and December 31, 2016 are as follows:

 

 

Three Months Ended

  

Twelve Months Ended

  

Six Months Ended

  

Twelve Months Ended

 
 

March 31, 2017

  

December 31, 2016

  

June 30, 2017

  

December 31, 2016

 
                

Interest-Bearing Demand

 $450,391  $448,004  $432,635  $448,004 

Savings

  74,718   70,066   76,294   70,066 

Time, $250,000 and Over

  28,805   32,168   26,347   32,168 

Other Time

  331,730   335,060   328,334   335,060 
 $885,644  $885,298  $863,610  $885,298 

 

At March 31,June 30, 2017 and December 31, 2016, the Company had brokered deposits of $50,600$49,052 and $49,303, respectively. All of these brokered deposits represent Certificate of Deposits Account Registry Service (CDARS) reciprocal deposits. The CDARS deposits are ones in which customers placed core deposits into the CDARS program for FDIC insurance coverage and the Company receives reciprocal brokered deposits in a like amount. The aggregate amount of short-term jumbo certificates of deposit, each with a minimum denomination of $250,000 was approximately $23,771$21,359 and $25,446 as of March 31,June 30, 2017 and December 31, 2016, respectively. The aggregate amount of certificates of deposit, each with a minimum deposit of $250,000 was $28,805$26,347 and $32,168 as of March 31,June 30, 2017 and December 31, 2016.

  

 

 

PART I (Continued)

Item 1 (Continued)

 

(6) Deposits (Continued)

 

As of March 31,June 30, 2017 and December 31, 2016, the scheduled maturities of certificates of deposits are as follows:

 

Maturity

 

March 31, 2017

  

December 31, 2016

 

One Year and Under

 $254,384  $256,886 

One to Three Years

  84,652   85,794 

Three Years and Over

  21,499   24,548 
  $360,535  $367,228 

 

Maturity

 

June 30, 2017

  

December 31, 2016

 

One Year and Under

 $258,785  $256,886 

One to Three Years

  73,550   85,794 

Three Years and Over

  22,346   24,548 
  $354,681  $367,228 

(7) Other Borrowed Money

 

Other borrowed money at March 31,June 30, 2017 and December 31, 2016 is summarized as follows:

 

  

March 31, 2017

  

December 31, 2016

 

Federal Home Loan Bank Advances

 $46,000  $46,000 

Other Borrowings

  5,008   - 
  $51,008  $46,000 

  

June 30, 2017

  

December 31, 2016

 

Federal Home Loan Bank Advances

 $51,000  $46,000 

Other Borrowings

  5,000   - 
  $56,000  $46,000 

 

Advances from the Federal Home Loan Bank (FHLB) have maturities ranging from 2018 to 2026 and interest rates ranging from 0.98 percent to 3.51 percent. As collateral on the outstanding FHLB advances, the Company has provided a blanket lien on its portfolio of qualifying residential first mortgage loans and commercial loans. At March 31,June 30, 2017 the book value of those loans pledged is $104,341.$118,022. At March 31,June 30, 2017 the Company had remaining credit availability from the FHLB of $256,167.$250,736. The Company may be required to pledge additional qualifying collateral in order to utilize the full amount of the remaining credit line.

 

The Company borrowed $5,000 during the first quarter of 2017 as a short term loan to be paid off within one year with an interest rate of 4.75prime plus 0.75 percent, currently 5.00 percent.

 

The aggregate stated maturities of other borrowed money at March 31,June 30, 2017 are as follows:

 

Year

 

Amount

  

Amount

 

2018

 $7,508  $12,500 

2019

  5,000   5,000 

2020

  2,500   2,500 

After 2020

 $36,000  $36,000 
 $51,008   56,000 


The Company also has available federal funds lines of credit with various financial institutions totaling $43,500, none of which were outstanding at March 31,June 30, 2017.

 

The Company has the ability to borrow funds from the Federal Reserve Bank (FRB) of Atlanta utilizing the discount window. The discount window is an instrument of monetary policy that allows eligible institutions to borrow money from the FRB on a short-term basis to meet temporary liquidity shortages caused by internal or external disruptions. At March 31,June 30, 2017, the Company had borrowing capacity available under this arrangement, with no outstanding balances. The Company would be required to pledge certain available-for-sale investment securities as collateral under this agreement.

 

(8) Preferred Stock and Warrants

 

The Company redeemed 9,360 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the Preferred Stock) outstanding with private investors on March 31, 2017. As a result, there is no outstanding Preferred Stock as of March 31,June 30, 2017. The Company redeemed 8,661 shares of Preferred Stock at $1,000 per share in 2016. The Company redeemed 9,979 shares of Preferred Stock at $1,000 per share during 2015. The Company currently has no outstanding shares of Preferred Stock. The Company also had a warrant (the Warrant) to purchase up to 500,000 shares of the Company’s common stock outstanding with private investors. Both the Preferred Stock and the Warrant originated in 2009 through transactions with the United States Department of the Treasury and were subsequently sold to the public through an auction process duringin 2013.


PART I (Continued)

Item 1 (Continued)

(8) Preferred Stock and Warrants (Continued)

 

The Preferred Stock qualified as Tier 1 capital and was nonvoting, other than class voting rights on certain matters that could adversely affect the Preferred Stock. The Preferred Stock could have been redeemedwas redeemable by the Company at the liquidation preference of $1,000 per share, plus any accrued and unpaid dividends. The Warrant could be exercised on or before January 9, 2019 at an exercise price of $8.40 per share. No voting rights could have beenmay be exercised with respect to the shares of the Warrant until the Warrant was exercised.


 

PART I (Continued)

Item 1 (Continued)

(9) Subordinated Debentures (Trust Preferred Securities)

 

       

3 Month

  

Added

  

Total

   

5 Year

       

3 Month

  

Added

  

Total

   

5 Year

Description

 

Date

 

Amount

  

Libor Rate

  

Points

  

Rate

 

Maturity

 

Call Option

 

Date

 

Amount

  

Libor Rate

  

Points

  

Rate

 

Maturity

 

Call Option

Colony Bankcorp Statutory Trust III

 

6/17/2004

 $4,640   1.14817   2.68   3.82817 

6/14/2034

 

6/17/2009

 

6/17/2004

 $4,640   1.26744   2.68   3.94744 

6/14/2034

 

6/17/2009

Colony Bankcorp Capital Trust I

 

4/13/2006

  5,155   1.14678   1.50   2.64678 

4/13/2036

 

4/13/2011

 

4/13/2006

  5,155   1.29639   1.50   2.79639 

4/13/2036

 

4/13/2011

Colony Bankcorp Capital Trust II

 

3/12/2007

  9,279   1.15222   1.65   2.80222 

3/12/2037

 

3/12/2012

 

3/12/2007

  9,279   1.29639   1.65   2.94639 

3/12/2037

 

3/12/2012

Colony Bankcorp Capital Trust III

 

9/14/2007

  5,155   1.03900   1.40   2.43900 

9/14/2037

 

9/14/2012

 

9/14/2007

  5,155   1.16956   1.40   2.56956 

9/14/2037

 

9/14/2012

 

The Trust Preferred Securities are recorded as subordinated debentures on the consolidated balance sheets, but subject to certain limitations, qualify as Tier 1 Capital for regulatory capital purposes. The proceeds from the offerings were used to fund certain acquisitions, pay off holding company debt and inject capital into the bank subsidiary.

 

The Trust Preferred Securities pay interest quarterly.

 

(10) Commitments and Contingencies

 

Credit-Related Financial Instruments.The Company is a party to credit related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

 

The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary, upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies, but may include cash or cash equivalents, negotiable instruments, real estate, accounts receivable, inventory, oil, gas and mineral interests, property, plant, and equipment.

 

At March 31,June 30, 2017 and December 31, 2016 the following financial instruments were outstanding whose contract amounts represent credit risk:

 

 

Contract Amount

  

Contract Amount

 
 

March 31, 2017

  

December 31, 2016

  

June 30, 2017

  

December 31, 2016

 
                

Loan Commitments

 $95,025  $71,359  $96,380  $71,359 

Letters of Credit

  1,491   1,551   1,445   1,551 

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. ThecommitmentsThe

commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

 

Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit are uncollateralized and usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed.

 

Standby and performance letters of credit are conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements.


PART I (Continued)

Item 1 (Continued)

(10) Commitments and Contingencies (Continued)

Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

 

LegalContingencies. In the ordinary course of business, there are various legal proceedings pending against the Company and the Bank. The aggregate liabilities, if any, arising from such proceedings would not, in the opinion of management, have a material adverse effect on the Company’s consolidated financial position.


 

PART I (Continued)

Item 1 (Continued)

(11) Fair Value of Financial Instruments and Fair Value Measurements

 

Generally accepted accounting standards in the U.S. require disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practicable to estimate that value. The assumptions used in the estimation of the fair value of the Company and the Bank’s financial instruments are detailed hereafter. Where quoted prices are not available, fair values are based on estimates using discounted cash flows and other valuation techniques. The use of discounted cash flows can be significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.

 

Generally accepted accounting principles related to Fair Value Measurements define fair value, establish a framework for measuring fair value, establish a three-level valuation hierarchy for disclosure of fair value measurement and enhance disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

 

Level 1

inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in activemarkets.

 

 

 

Level 2

inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, andinputs that are observable for the asset or liability, either directly or indirectly, for substantially the full termofterm of the financial instrument.

Level 3

inputs to the valuation methodology are unobservable and represent the Company’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

          

The following disclosures should not be considered a surrogate of the liquidation value of the Company, but rather a good-faith estimate of the increase or decrease in value of financial instruments held by the Company since purchase, origination or issuance.

 

Cash and Short-Term Investments– For cash, due from banks, bank-owned deposits and federal funds sold, the carrying amount is a reasonable estimate of fair value and is classified as Level 1.

 

Investment Securities– Fair values for investment securities are based on quoted market prices where available and classified as Level 1. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable instruments and classified as Level 2. If a comparable is not available, the investment securities are classified as Level 3.

 

Federal Home Loan Bank Stock– The fair value of Federal Home Loan Bank stock approximates carrying value and is classified as Level 1.

 

Loans– The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. For variable rate loans, the carrying amount is a reasonable estimate of fair value. Most loans are classified as Level 2, but impaired loans with a related allowance are classified as Level 3.

 

Bank-Owned Life Insurance –The carrying value of bank-owned life insurance policies approximates fair value and is classified as Level 1.

 

Deposit Liabilities– The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date and is classified as Level 1. The fair value of fixed maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities and is classified as Level 2.

 


PART I (Continued)

Item 1 (Continued)

(11) Fair Value of Financial Instruments and Fair Value Measurements (Continued)

Subordinated Debentures– The fair value of subordinated debentures is estimated by discounting the future cash flows using the current rates at which similar advances would be obtained. Subordinate Debentures are classified as Level 2.

 

Other Borrowed Money– The fair value of other borrowed money is calculated by discounting contractual cash flows using an estimated interest rate based on current rates available to the Company for debt of similar remaining maturities and collateral terms. Other borrowed money is classified as Level 2 due to their expected maturities.


PART I (Continued)

Item 1 (Continued)

(11) Fair Value of Financial Instruments and Fair Value Measurements (Continued)

 

Disclosures of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis, are required in the financial statements.

 

The carrying amount, estimated fair values, and placement in the fair value hierarchy of the Company’s financial instruments as of March 31,June 30, 2017 and December 31, 2016 are as follows:

 

 

Fair Value Measurements at

 
 

June 30, 2017

 
 

Fair Value Measurements at

March 31, 2017

  

Carrying

  

Estimated

  

Level

  

Level

  

Level

 
 

Carrying

Value

  

Estimated

Fair Value

  

Level

1

  

Level

2

  

Level

3

  

Value

  

Fair Value

  1  2  3 
    

 

                              

Assets

                                        

Cash and Short-Term Investments

 $50,662  $50,662  $50,662  $-  $-  $30,059  $30,059  $30,059  $-  $- 

Investment Securities Available for Sale

  341,932   341,932   -   341,355   577   337,710   337,710   -   337,134   576 

Federal Home Loan Bank Stock

  3,043   3,043   3,043   -   -   3,255   3,255   3,255   -   - 

Loans, Net

  751,056   751,236   -   748,962   2,274   767,069   767,523   -   761,433   6,090 

Bank-Owned Life Insurance

  15,569   15,569   15,569   -   -   15,724   15,724   15,724   -   - 
                                        

Liabilities

                                        

Deposits

  1,044,321   1,044,542   683,696   360,846   -   1,026,538   1,026,846   671,857   354,989   - 

Subordinated Debentures

  24,229   24,229   -   24,229   -   24,229   24,229   -   24,229   - 

Other Borrowed Money

  51,008   51,213   -   51,213   -   56,000   56,251   -   56,251   - 

 

 

Fair Value Measurements at

 
 

Fair Value Measurements at

December 31, 2016

  

December 31, 2016

 
 

Carrying

  

Estimated

  

Level

  

Level

  

Level

  

Carrying

  

Estimated

  

Level

  

Level

  

Level

 
 

Value

  

Fair Value

   1   2   3  

Value

  

Fair Value

  1  2  3 
                                        

Assets

                                        

Cash and Short-Term Investments

 $75,167  $75,167  $75,167  $-  $-  $75,167  $75,167  $75,167  $-  $- 

Investment Securities Available for Sale

  323,658   323,658   -   323,082   576   323,658   323,658   -   323,082   576 

Federal Home Loan Bank Stock

  3,010   3,010   3,010   -   -   3,010   3,010   3,010   -   - 

Loans, Net

  744,999   745,240   -   738,288   6,952   744,999   745,240   -   738,288   6,952 

Bank-Owned Life Insurance

  15,419   15,419   15,419   -   -   15,419   15,419   15,419   -   - 
                                        

Liabilities

                                        

Deposits

  1,044,357   1,045,726   677,129   368,597   -   1,044,357   1,045,726   677,129   368,597   - 

Subordinated Debentures

  24,229   24,229   -   24,229   -   24,229   24,229   -   24,229   - 

Other Borrowed Money

  46,000   46,232   -   46,232   -   46,000   46,232   -   46,232   - 

 

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on many judgments. These estimates are subjective in nature and involve uncertainties andmattersand matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.


PART I (Continued)

Item 1 (Continued)

(11) Fair Value of Financial Instruments and Fair Value Measurements (Continued)

 

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include deferred income taxes and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

 


PART I (Continued)

Item 1 (Continued)

(11) Fair Value of Financial Instruments and Fair Value Measurements (Continued)

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring and nonrecurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy:

 

Assets

 

Securities– Where quoted prices are available in an active market, securities are classified within level 1 of the valuation hierarchy. Level 1 inputs include securities that have quoted prices in active markets for identical assets. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Examples of such instruments, which would generally be classified within level 2 of the valuation hierarchy, include certain collateralized mortgage and debt obligations and certain high-yield debt securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within level 3 of the valuation hierarchy. When measuring fair value, the valuation techniques available under the market approach, income approach and/or cost approach are used. The Company’s evaluations are based on market data and the Company employs combinations of these approaches for its valuation methods depending on the asset class.

 

Impaired Loans– Impaired loans are those loans which the Company has measured impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

 

Other Real Estate– Other real estate owned assets are adjusted to fair value less estimated selling costs upon transfer of the loans to other real estate owned. Typically, an external, third-party appraisal is performed on the collateral upon transfer into the other real estate owned account to determine the asset’s fair value. Subsequent adjustments to the collateral’s value may be based upon either updated third-party appraisals or management’s knowledge of the collateral and the current real estate market conditions. Appraised amounts used in determining the asset’s fair value, whether internally or externally prepared, are discounted 10 percent to account for selling and marketing costs. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a level 3 classification of the inputs for determining fair value. Because of the high degree of judgment required in estimating the fair value of other real estate owned assets and because of the relationship between fair value and general economic conditions, we consider the fair value of other real estate owned assets to be highly sensitive to changes in market conditions.

 

Assets and Liabilities Measured at Fair Value on a Recurring and Nonrecurring Basis –The following table presents the recorded amount of the Company’s assets measured at fair value on a recurring and nonrecurring basis as of March 31,June 30, 2017 and December 31, 2016, aggregated by the level in the fair value hierarchy within which those measurements fall. The table below includes only impaired loans with a specific reserve and only other real estate properties with a valuation allowance at March 31,June 30, 2017. Those impaired loans and other real estate properties are shown net of the related specific reserves and valuation allowances.

 

 


 

PART I (Continued)

Item 1 (Continued)

 

(11) Fair Value of Financial Instruments and Fair Value Measurements (Continued)

 

     

Fair Value Measurements at Reporting Date Using

      

Fair Value Measurements at Reporting Date Using 

 
     

Quoted Prices in

      

Significant

      

Quoted Prices in

      

Significant

 
     

Active Markets for

  

Significant Other

  

Unobservable

      

Active Markets for

  

Significant Other

  

Unobservable

 
 

Total Fair

  

Identical Assets

  

Observable

  

Inputs

  

Total Fair

  

Identical Assets

  

Observable

  

Inputs

 

March 31, 2017

 

Value

  

(Level 1)

  

Inputs (Level 2)

  

(Level 3)

 

June 30, 2017

 

Value

  

(Level 1)

  

Inputs (Level 2)

  

(Level 3)

 
                                

RecurringSecurities Available for Sale

                                

U.S. Government Agencies

                

Mortgage-Backed

 $335,451  $-  $335,451  $- 

U.S. Government Agencies Mortgage-Backed

 $330,742  $-  $330,742  $- 

State, County and Municipal

  4,456   -   3,879   577   4,904   -   4,328   576 

Corporate Bonds

  2,025       2,025   -   2,064       2,064   - 
 $341,932  $-  $341,355  $577  $337,710  $-  $337,134  $576 
                                

Nonrecurring

                                

Impaired Loans

 $2,274  $-  $-  $2,274  $6,090  $-  $-  $6,090 
                                

Other Real Estate

 $2,231  $-  $-  $2,231  $1,857  $-  $-  $1,857 

 

 

     

Fair Value Measurements at Reporting Date Using

      

Fair Value Measurements at Reporting Date Using 

 
     

Quoted Prices in

      

Significant

      

Quoted Prices in

      

Significant

 
     

Active Markets for

  

Significant Other

  

Unobservable

      

Active Markets for

  

Significant Other

  

Unobservable

 
 

Total Fair

  

Identical Assets

  

Observable

  

Inputs

  

Total Fair

  

Identical Assets

  

Observable

  

Inputs

 

December 31, 2016

 

Value

  

(Level 1)

  

Inputs (Level 2)

  

(Level 3)

  

Value

  

(Level 1)

  

Inputs (Level 2)

  

(Level 3)

 
                                

RecurringSecurities Available for Sale

                                

U.S. Government Agencies

                

Mortgage-Backed

 $319,097  $-  $319,097  $- 

U.S. Government Agencies Mortgage-Backed

 $319,097  $-  $319,097  $- 

State, County and Municipal

  4,561   -   3,985   576   4,561   -   3,985   576 
 $323,658  $-  $323,082  $576  $323,658  $-  $323,082  $576 
                                

Nonrecurring

                                

Impaired Loans

 $6,952  $-  $-  $6,952  $6,952  $-  $-  $6,952 
                                

Other Real Estate

 $2,505  $-  $-  $2,505  $2,505  $-  $-  $2,505 

 

Liabilities

 

The Company did not identify any liabilities that are required to be presented at fair value.

 

 


 

PART I (Continued)

Item 1 (Continued)

 

(11) Fair Value of Financial Instruments and Fair Value Measurements (Continued)

 

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

 

The following table presents quantitative information about the significant unobservable inputs used in the fair value measurements for assets in level 3 of the fair value hierarchy measured on a nonrecurring basis at March 31,June 30, 2017 and December 31, 2016. This table is comprised primarily of collateral dependent impaired loans and other real estate owned:

 

    

Valuation

 

Unobservable

 

Range

 
    

Valuation

 

Unobservable

 

Range

 

June 30, 2017

 

Techniques

 

Inputs

 

Weighted Avg

 
 

March 31, 2017

 

Techniques

 

Inputs

 

Weighted Avg

             
                        

Real Estate

                        

Commercial Construction

 $51 

Sales Comparison

 

Adjustment for Differences

  (5.00)%-99.00% $67 

Sales Comparison

 

Adjustment for Differences

  (5.00)%-99.00% 
      

Between the Comparable Sales

  47.00%       

Between the Comparable Sales

   47.00%  
                        
      

Management Adjustments for

  0.00%-10.00%      

Management Adjustments for

  0.00% - 10.00% 
      

Age of Appraisals and/or Current

  5.00%       

Age of Appraisals and/or Current

   5.00%  
      

Market Conditions

          

Market Conditions

      
                        

Residential Real Estate

  417 

Sales Comparison

 

Adjustment for Differences

  (22.00)%- 0.00%  21 

Sales Comparison

 

Adjustment for Differences

  (22.00)% -(6.00)% 
      

Between the Comparable Sales

  (11.00)%       

Between the Comparable Sales

   (14.00)%  
                        
      

Management Adjustments for

  0.00%-40.00%      

Management Adjustments for

  10.00% -25.00% 
      

Age of Appraisals and/or Current

  20.00%       

Age of Appraisals and/or Current

   17.50%  
      

Market Conditions

          

Market Conditions

      
                        

Commercial Real Estate

  1,455 

Sales Comparison

 

Management Adjustments for

  0.00%-100.00%  5,652 

Sales Comparison

 

Management Adjustments for

  0.00% - 10.00% 
      

Age of Appraisals and/or Current

  50.00%       

Age of Appraisals and/or Current

   5.00%  
      

Market Conditions

          

Market Conditions

      
                        
    

Income Approach

 

Capitalization Rate

  10.00%     

Income Approach

 

Capitalization Rate

   10.67%  
                        

Farmland

  351 

Sales Comparison

 

Adjustment for Differences

  (27.00)%-15.00%  350 

Sales Comparison

 

Adjustment for Differences

  0.00% - 15.00% 
      

Between the Comparable Sales

  (6.00)%       

Between the Comparable Sales

   7.50%  
                        
      

Management Adjustments for

  10.00%-75.00%      

Management Adjustments for

  10.00% - 75.00% 
      

Age of Appraisals and/or Current

  42.50%       

Age of Appraisals and/or Current

   42.50%  
      

Market Conditions

          

Market Conditions

      
                        

Other Real Estate Owned

  2,231 

Sales Comparison

 

Adjustment for Differences

  (50.80)%- 302.00%  1,857 

Sales Comparison

 

Adjustment for Differences

  (15.00)% - 37.60% 
      

Between the Comparable Sales

  125.60%       

Between the Comparable Sales

   11.30%  
                        
      

Management Adjustments for

  6.25%-81.26%      

Management Adjustments for

  6.25% - 81.27% 
      

Age of Appraisals and/or Current

  33.47%       

Age of Appraisals and/or Current

   31.23%  
      

Market Conditions

          

Market Conditions

      
           
    

Income Approach

 

Discount Rate

  12.50% 

 

 

PART I (Continued)

Item 1 (Continued)

 

(11) Fair Value of Financial Instruments and Fair Value Measurements (Continued)

 

     

Valuation

 

Unobservable

 

Range

 
  

December 31, 2016

 

Techniques

 

Inputs

 

Weighted Avg

 
              

Real Estate

             

Commercial Construction

 $51 

Sales Comparison

 

Adjustment for Differences

  (5.00)% - 99.00% 
       

Between the Comparable Sales

   47.00%  
              
       

Management Adjustments for

  0.00% - 10.00% 
       

Age of Appraisals and/or Current

   5.00%  
       

Market Conditions

      
              

Residential Real Estate

  1,105 

Sales Comparison

 

Adjustment for Differences

  (22.00)% -0.00% 
       

Between the Comparable Sales

   (11.00)%  
              
       

Management Adjustments for

  0.00% -40.00% 
       

Age of Appraisals and/or Current

   20.00%  
       

Market Conditions

      
              

Commercial Real Estate

  5,445 

Sales Comparison

 

Adjustment for differences

  (14.08)% -24.62% 
       

Between the comparable Sales

   5.27%  
              
       

Management Adjustments for

  0.00% -100.00% 
       

Age of Appraisals and/or Current

   50.00%  
       

Market Conditions

      
              
     

Income Approach

 

Capitalization Rate

   10.67%  
              

Farmland

  351 

Sales Comparison

 

Adjustment for Differences

  (27.00)% -15.00% 
       

Between the Comparable Sales

   (6.00)%  
              
       

Management Adjustments for

  10.00% -75.00% 
       

Age of Appraisals and/or Current

   42.50%  
       

Market Conditions

      
              

Other Real Estate Owned

  2,505 

Sales Comparison

 

Adjustment for Differences

  (50.80)% -316.00% 
       

Between the Comparable Sales

   132.60%  
              
       

Management Adjustment for

  6.25% -76.92% 
       

Age of Appraisals and/or Current

   36.31%  
       

Market Conditions

      
              
     

Income Approach

 

Discount Rate

   12.50%  

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(11) Fair Value of Financial Instruments and Fair Value Measurements (Continued)

 

The table below presents a reconciliation and statement of income classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (level 3) for the three months ended March 31,June 30, 2017 and the twelve months ended December 31, 2016.

 

 

Available for Sale Securities

  

Available for Sale Securities

 
 

March 31, 2017

  

December 31, 2016

  

June 30, 2017

  

December 31, 2016

 
                

Balance, Beginning

 $576  $930  $576  $930 

Transfers out of Level 3

  -   -   -   - 

Maturities

      (330)      (330)

Loss on OTTI Impairment Included in Noninterest Income

  -   -   -   - 

Unrealized Gains included in OtherComprehensive Income (Loss)

  1   (24)

Unrealized Gains included in Other Comprehensive Income (Loss)

  -   (24)
                
                

Balance, Ending

 $577  $576  $576  $576 

 

The Company’s policy is to recognize transfers in and transfers out of levels 1, 2 and 3 as of the end of a reporting period. There were no transfers of securities between levels for the threesix months ended March 31,June 30, 2017 and the twelve months ended December 31, 2016.

 

The following table presents quantitative information about recurring level 3 fair value measurements as of March 31,June 30, 2017.

 

  Fair Value 

Valuation

Techniques

 

Unobservable

Inputs

 

Range

Weighted Avg

 
            
State, County and Municipal $577 Discounted Cash Flow Discount Rate  N/A* 
     

Valuation

 

Unobservable

 

Range

 
  

Fair Value

 

Techniques

 

Inputs

 

Weighted Avg

 
            

State, County and Municipal

 $576 

Discounted Cash Flow

 

Discount Rate

  N/A* 

 

* The Company relies on a third-party pricing service to value its municipal securities. The details of the unobservable inputs and other adjustments used by the third-party pricing service were not readily available to the Company.

 

(12) Regulatory Capital Matters

 

The amount of dividends payable to the parent company from the subsidiary bank is limited by various banking regulatory agencies. Upon approval by regulatory authorities, the Bank may pay cash dividends to the parent company in excess of regulatory limitations.

 

The Company is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and, possibly, additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

 

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets.  As of March 31,June 30, 2017, the interim final Basel III rules (Basel III) require the Company to also maintain minimum amounts and ratios of common equity Tier 1 capital to risk-weighted assets.  These amounts and ratios as defined in regulations are presented hereafter.  Management believes, as of March 31,June 30, 2017, the Company meets all capital adequacy requirements to which it is subject under the regulatory framework for prompt corrective action.  In the opinion of management, there are no events or conditions since prior notification of capital adequacy from the regulators that have changed the institution’s category. 

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(12) Regulatory Capital Matters (Continued)

 

The Basel III rules also require the implementation of a new capital conservation buffer comprised of common equity Tier 1 capital.  The capital conservation buffer will be phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increase each subsequent year by 0.625% until reaching its final level of 2.5% on January 1, 2019.

 

The following table summarizes regulatory capital information as of March 31,June 30, 2017 and December 31, 2016 on a consolidated basis and for the subsidiary, as defined.  Regulatory capital ratios for March 31,June 30, 2017 and December 31, 2016 were calculated in accordance with the Basel III rules.

 

                 

ToBeWell

                  To Be Well 
                 

CapitalizedUnder

                  Capitalized Under 
         

ForCapital

  

PromptCorrective

          For Capital  Prompt Corrective 
 

Actual

  

AdequacyPurposes

  

ActionProvisions

  Actual  Adequacy Purposes  Action Provisions 
 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

  Amount  Ratio  Amount  Ratio  Amount  Ratio 

AsofMarch 31, 2017

                        
As of June 30, 2017                        
                                                

Total Capitalto Risk-Weighted Assets

                        

Total Capital to Risk-Weighted Assets

                        

Consolidated

 $123,052   15.39% $63,981   8.00%  N/A   N/A  $124,460   15.32% $65,001   8.00%  N/A   N/A 

Colony Bank

  125,211   15.68   63,894   8.00  $79,867   10.00%  127,134   15.67   64,915   8.00  $81,144   10.00%
                                                

Tier I Capitalto Risk-Weighted Assets

                        

Tier I Capital to Risk-Weighted Assets

                        

Consolidated

  114,188   14.28   47,986   6.00   N/A   N/A   116,417   14.33   48,751   6.00   N/A   N/A 

Colony Bank

  116,347   14.57   47,920   6.00   63,894   8.00   119,091   14.68   48,686   6.00   64,915   8.00 
                                                

Common Equity Tier I Capitalto Risk-Weighted Assets

                        

Common Equity Tier I Capital to Risk-Weighted Assets

                        

Consolidated

  90,688   11.34   35,989   4.50   N/A   N/A   92,917   11.44   36,563   4.50   N/A   N/A 

Colony Bank

  116,347   14.57   35,940   4.50   51,914   6.50   119,091   14.68   36,515   4.50   52,743   6.50 
                                                

Tier I Capitalto Average Assets

                        

Tier I Capital to Average Assets

                        

Consolidated

  114,188   9.47   48,229   4.00   N/A   N/A   116,417   9.72   47,930   4.00   N/A   N/A 

Colony Bank

  116,347   9.66   48,161   4.00   60,201   5.00   119,091   9.95   47,856   4.00   59,820   5.00 

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(12) Regulatory Capital Matters (Continued)

  Actual  

For Capital

Adequacy Purposes

  

ToBeWell

CapitalizedUnder

PromptCorrective

ActionProvisions

 
  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

As ofDecember 31, 2016

                        
                         

Total Capitalto Risk-Weighted Assets

                        

Consolidated

 $130,785   16.64% $62,880   8.00%  N/A   N/A 

Colony Bank

  127,646   16.26   62,796   8.00  $78,495   10.00%
                         

Tier 1 Capitalto Risk-Weighted Assets

                        

Consolidated

  121,862   15.50   47,160   6.00   N/A   N/A 

Colony Bank

  118,723   15.12   47,097   6.00   62,796   8.00 
                         

Common Equity Tier 1 Capitalto Risk-Weighted Assets

                        

Consolidated

  89,002   11.32   35,370   4.50   N/A   N/A 

Colony Bank

  118,723   15.12   35,323   4.50   51,022   6.50 
                         

Tier 1 Capitalto Average Assets

                        

Consolidated

  121,862   10.29   47,368   4.00   N/A   N/A 

Colony Bank

  118,723   10.04   47,290   4.00   59,113   5.00 

                  

To Be Well

 
                  Capitalized Under 
          

For Capital

  Prompt Corrective 
  

Actual

  Adequacy Purposes  Action Provisions 
  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

As of December 31, 2016

                        
                         

Total Capital to Risk-Weighted Assets

                        

Consolidated

 $130,785   16.64% $62,880   8.00%  N/A   N/A 

Colony Bank

  127,646   16.26   62,796   8.00  $78,495   10.00%
                         

Tier 1 Capital to Risk-Weighted Assets

                        

Consolidated

  121,862   15.50   47,160   6.00   N/A   N/A 

Colony Bank

  118,723   15.12   47,097   6.00   62,796   8.00 
                         

Common Equity Tier 1 Capital to Risk-Weighted Assets

                        

Consolidated

  89,002   11.32   35,370   4.50   N/A   N/A 

Colony Bank

  118,723   15.12   35,323   4.50   51,022   6.50 
                         

Tier 1 Capital to Average Assets

                        

Consolidated

  121,862   10.29   47,368   4.00   N/A   N/A 

Colony Bank

  118,723   10.04   47,290   4.00   59,113   5.00 

 

 

 

PART I (Continued)

Item 1 (Continued)

 

(13) Earnings Per Share

 

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted earnings per share reflects the potential dilution of restricted stock and common stock warrants. Net income available to common stockholders represents net income after preferred stock dividends. The following table presents earnings per share for the three month and six month period ended March 31,June 30, 2017 and 2016.

 

 

Three Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

March 31

  

June 30

  

June 30

 
 

2017

  

2016

  

2017

  

2016

  

2017

  

2016

 
                        

Numerator

                        

Net Income Available to Common Stockholders

 $1,906  $1,656  $2,433  $1,761  $4,339  $3,417 
                        

Denominator

                        

Weighted Average Number of Common Shares

                        

Outstanding for Basic Earnings Per Common Share

  8,439   8,439   8,439   8,439   8,439   8,439 
                        

Dilutive Effect of Potential Common Stock

                        

Restricted Stock

  -   -   -   -   -   - 

Stock Warrants

  195   45   191   59   193   52 

Weighted-Average Number of Shares Outstanding forDiluted Earnings Per Common Share

  8,634   8,484 

Weighted-Average Number of Shares Outstanding for Diluted Earnings Per Common Share

  8,630   8,498   8,632   8,491 
                        

Earnings Per Share - Basic

 $0.23  $0.20  $0.29  $0.21  $0.51  $0.40 
                        

Earnings Per Share - Diluted

 $0.22  $0.20  $0.28  $0.21  $0.50  $0.40 

 

(14)Accumulated Other Comprehensive Income (Loss)

 

Changes in accumulated other comprehensive income (loss) for unrealized gains and losses securities available for sale for the period ended March 31,June 30, 2017 and the year ended December 31, 2016 are as follows:

 

 

March 31, 2017

  

December 31, 2016

  

June 30, 2017

  

December 31, 2016

 
                

Beginning Balance

 $(5,022) $(4,434) $(5,022) $(4,434)
                

Other Comprehensive IncomeBefore Reclassification

  138   (334)

Other Comprehensive Income Before Reclassification

  1,047   (334)
                

Amounts Reclassified from AccumulatedOther Comprehensive Income

  -   (254)

Amounts Reclassified from Accumulated Other Comprehensive Income

  -   (254)
                

Net Current Period Other Comprehensive Income

  138   (588)  1,047   (588)
                

Ending Balance

 $(4,884) $(5,022) $(3,975) $(5,022)

 

 

 

Part I (Continued)

Item 2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Future Outlook

 

During the recent financial crisis, the financial industry experienced tremendous adversities as a result of the collapse of the real estate markets across the country. The Company, like most banking companies, has been affected by these economic challenges that started with a rapid stall of real estate sales and developments throughout the country. While much has been accomplished in addressing problem assets the past several years, there is still work to be done in bringing our problem assets to an acceptable level. AOur focus in 2017 has been and will continue to be directed toward further reduction of problem assets.

 

In 2017 we arehave committed to improving earnings, reducing problem assets and redeeming TARP preferred stock. In the first quarter of 2017 we received approval from the Federal Reserve and the Department of Banking and Finance to completely eliminate the Preferred Stock. Given the improved condition of the company, we are also considering product and market expansion. In 2016, we opened new offices in Tifton and Statesboro, while closing four offices in smaller rural markets. In January 2017, the Company opened its third office in Savannah. In June 2017, the Company committed to purchase land in Statesboro for a new office.

 

In addition to improving earnings, reducing problem assets and maintaining strong capital levels, we have reinstated quarterly dividend payments beginning first quarter 2017. The Company’s board of directors suspended the payment of dividends in the third quarter of 2009.

 

We continue to explore opportunities to improve core non-interest income. Revenue enhancement initiatives to accomplish this include new product lines and services. The Company will also invest in new technology with the implementation of a new loan platform which will offer much efficiency with our “back-office” operations.

 

In addition, we continue to make efforts to attract and retain top talent to improve business operations. To that end, the Company entered into Retention Agreements with members of management in the first quarter of 2015. The Company expects that these agreements will facilitate the retention of key individuals responsible for maintaining current operations and spearheading future product and market expansion.

 

Major Trends/Significant Considerations

 

The following discussion sets forth management’s discussion and analysis of our consolidated financial condition as of March 31,June 30, 2017, and the consolidated results of operations for the threesix months ended March 31,June 30, 2017. This discussion should be read in conjunction with the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2017. Readers should also carefully review all other disclosures we file from time to time with the SEC.

 

Non-GAAP Financial Measures

 

Our accounting and reporting policies conform to generally accepted accounting principles (GAAP) in the United States and prevailing practices in the banking industry. However, management uses certain non-GAAP measures are used by management to supplement the evaluation of our performance. These include the fully-taxable equivalent measures: tax-equivalent net interest income, tax-equivalent net interest margin, and tax-equivalent net interest spread, which include the effects of taxable-equivalent adjustments using a federal income tax rate of 34% to increase tax-exempt interest income to a tax-equivalent basis.  Tax-equivalent adjustments are reported in Notes 1 and 2 to the Average Balances with Average Yields and Rates table under Rate/Volume Analysis. Tangible book value per common share is also a non-GAAP measure used in the selected Financial Data Section.

 

Tax-equivalent net interest income, net interest margin and net interest spread.  Net interest income on a tax-equivalent basis is a non-GAAP measure that adjusts for the tax-favored status of net interest income from loans and investments. We believe this measure to be the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources. The most directly comparable financial measure calculated in accordance with GAAP is our net interest income. Net interest margin on a tax-equivalent basis is net interest income on a tax-equivalent basis divided by average interest-earning assets on a tax-equivalent basis. The most directly comparable financial measure calculated in accordance with GAAP is our net interest margin. Net interest spread on a tax-equivalent basis is the difference in the average yield on average interest-earning assets on a tax equivalent basis and the average rate paid on average interest-bearing liabilities. The most directly comparable financial measure calculated in accordance with GAAP is our net interest spread.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

These non-GAAP financial measures should not be considered alternatives to GAAP-basis financial statements, and other bank holding companies may define or calculate these non-GAAP measures or similar measures differently.

 

A reconciliation of these performance measures to GAAP performance measures is included in the tables below.

 

Non-GAAP Performance Measures Reconciliation

                        
                        
 

Three months ended March 31,

  

Three months ended June 30,

  

Six months ended June 30,

 
 

2017

  

2016

  

2017

  

2016

  

2017

  

2016

 
                        

Interest Income Reconciliation

                        

Interest Income – Taxable Equivalent

 $11,155  $11,117  $11,578  $11,199  $22,733  $22,316 

Tax Equivalent Adjustment

  34   28   40   58   74   86 

Interest Income (GAAP)

 $11,121  $11,089  $11,538  $11,141  $22,659  $22,230 
                        

Net Interest Income Reconciliation

                        

Net Interest Income – Taxable Equivalent

 $9,496  $9,484  $9,856  $9,583  $19,352  $19,067 

Tax Equivalent Adjustment

  34   28   40   58   74   86 

Net Interest Income (GAAP)

 $9,462  $9,456  $9,816  $9,525  $19,278  $18,981 

 

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2017

  

2016

  

2017

  

2016

  

2017

  

2016

 
                        

Net Interest Margin Reconciliation

                        

Net Interest Margin – Taxable Equivalent

  3.35%  3.47%  3.49%  3.53%  3.42%  3.50%

Tax Equivalent Adjustment

  0.01   0.01   0.01   0.02   0.01   0.02 

Net Interest Margin (GAAP)

  3.34%  3.46%  3.48%  3.51%  3.41%  3.48%
                        

Interest Rate Spread Reconciliation

                        

Interest Rate Spread – Taxable Equivalent

  3.24%  3.36%  3.41%  3.42%  3.31%  3.39%

Tax Equivalent Adjustment

  0.01   0.01   0.02   0.03   0.02   0.02 

Interest Rate Spread (GAAP)

  3.23%  3.35%  3.39%  3.39%  3.29%  3.37%

 

The Company

 

Colony Bankcorp, Inc. (the Company) is a bank holding company headquartered in Fitzgerald, Georgia that provides, through Colony Bank, its wholly owned subsidiary (collectively referred to as the Company), a broad array of products and services throughout 19 Georgia markets. The Company offers commercial, consumer and mortgage banking services.

 

Application of Critical Accounting Policies and Accounting Estimates

 

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. The Company’s financial position and results of operations are affected by management’s application of accounting policies, including judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses and related disclosures. Different assumptions in the application of these policies could result in material changes in the Company’s financial position and/or results of operations. Critical accounting policies are those policies that management believes are the most important to the portrayal of the Company’s financial condition and results of operations, and they require management to make estimates that are difficult and subjective.

 

Overview

 

The following discussion and analysis presents the more significant factors affecting the Company’s financial condition as of March 31,June 30, 2017 and December 31, 2016, and results of operations for each of the threesix months in the periods ended March 31,June 30, 2017 and 2016. This discussion and analysis should be read in conjunction with the Company’s consolidated financial statements, notes thereto and other financial information appearing elsewhere in this report.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

Taxable-equivalent adjustments are the result of increasing income from tax-free loans and investments by an amount equal to the taxes that would be paid if the income were fully taxable based on a 34 percent federal tax rate, thus making tax-exempt yields comparable to taxable asset yields.

 

Dollar amounts in tables are stated in thousands, except for per share amounts.

 

Results of Operations

 

The Company’s results of operations are determined by its ability to effectively manage interest income and expense, to minimize loan and investment losses, to generate noninterest income and to control noninterest expense. Since market forces and economic conditions beyond the control of the Company determine interest rates, the ability to generate net interest income is dependent upon the Company’s ability to obtain an adequate spread between the rate earned on interest-earning assets and the rate paid on interest-bearing liabilities. Thus, the key performance for net interest income is the interest margin or net yield, which is taxable-equivalent net interest income divided by average interest-earning assets. Net income available to common shareholders totaled $1.91$2.43 million, or $0.22$0.28 diluted per common share, in the three months ended March 31,June 30, 2017 compared to net income available to common shareholders of $1.661.76 million, or $0.20$0.21 diluted per common share, in the three months ended March 31,June 30, 2016. Net income available to common shareholders totaled $4.34 million, or $0.50 diluted per common share, in six months ended June 30, 2017 compared to net income available to common shareholders of $3.42 million, or $0.40 diluted per common share, in six months ended June 30, 2016. The Company did not have any material changes to its results of operations in the firstsecond quarter of 2017.

 

Selected income statement data, returns on average assets and average common equity and dividends per share for the comparable periods were as follows:

 

 

Three Months Ended March 31

 ��

Three Months Ended June 30

  

Six Months Ended June 30

 
         $  

%

          $  

%

          $  

%

 
 

2017

  

2016

  

Variance

  

Variance

  

2017

  

2016

  

Variance

  

Variance

  

2017

  

2016

  

Variance

  

Variance

 
                                                

Taxable-equivalent net interest income

 $9,496  $9,484  $12   0.13% $9,856  $9,583  $273   2.85% $19,352  $19,067  $285   1.49%

Taxable-equivalent adjustment

  34   28   6   21.43   40   58   (18)  (31.03)  74   86   (12)  (13.95)
                                                

Net interest income

  9,462   9,456   6   0.06   9,816   9,525   291   3.06   19,278   18,981   297   1.56 

Provision for loan losses

  335   354   (19)  (5.37)  -   354   (354)  (100.00)  335   708   (373)  (52.68)

Noninterest income

  2,400   2,172   228   10.50   2,394   2,352   42   1.79   4,794   4,524   270   5.97 

Noninterest expense

  8,408   8,235   173   2.10   8,620   8,354   266   3.18   17,028   16,589   439   2.65 
                                                

Income before income taxes

  3,119   3,039   80   2.63   3,590   3,169   421   13.28   6,709   6,208   501   8.07 

Income taxes

  1,002   978   24   2.45   1,157   1,002   155   15.47   2,159   1,980   179   9.04 
                                                

Net income

  2,117   2,061   56   2.72   2,433   2,167   266   12.28   4,550   4,228   322   7.62 
                                                

Preferred stock dividends

  211   405   (194)  (47.90)  -   406   (406)  (100.00)  211   811   (600)  (73.98)
                                                

Net income available tocommon shareholders

 $1,906  1,656  $250   15.10%

Net income available to common shareholders

 $2,433  $1,761  $672   38.16% $4,339  $3,417  $922   26.98%
                                                

Net income available tocommon shareholders:

                

Net income available to common shareholders:

                                

Basic

 $0.23  $0.20  $0.03   15.00% $0.29  $0.21  $0.08   38.10% $0.51  $0.40  $0.11   27.50%

Diluted

 $0.22  $0.20  $0.02   10.00% $0.28  $0.21  $0.07   33.33% $0.50  $0.40  $0.10   25.00%

Return on average assets

  0.63%  0.57%  0.06%  10.53%  0.81%  0.61%  0.20%  32.79%  0.72%  0.59%  0.13%  22.03%

Return on average total equity

  8.11%  6.75%  1.36%  20.15%  11.10%  6.99%  4.11%  58.80%  9.56%  6.87%  2.69%  39.16%

 

Details of the changes in the various components of net income are further discussed below.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

Net Interest Income

 

Net interest income is the difference between interest income on earning assets, such as loans and securities, and interest expense on liabilities, such as deposits and borrowings, which are used to fund those assets. Net interest income is the Company’s largest source of revenue, representing 79.7780.08 percent of total revenue for threesix months ended March 31,June 30, 2017 and 81.3280.75 percent for the same period a year ago.

 

Net interest margin is the taxable-equivalent net interest income as a percentage of average interest-earning assets for the period. The level of interest rates and the volume and mix of interest-earning assets and interest-bearing liabilities impact net interest income and net interest margin.

 

The Federal Reserve Board influences the general market rates of interest, including the deposit and loan rates offered by many financial institutions. The Company’s loan portfolio is significantly affected by changes in the prime interest rate. The prime interest rate, which is the rate offered on loans to borrowers with strong credit, is currently 4.004.25 percent. The rate increased 25 basis points in the first and second quarter of 2017. The federal funds rate moved similarly to the prime rate with interest rates currently at 1.001.25 percent. We expect twoanother additional rate increasesincrease in 2017.

 

The following table presents the changes in taxable-equivalent net interest income and identifies the changes due to differences in the average volume of interest-earning assets and interest-bearing liabilities and the changes due to changes in the average interest rate on those assets and liabilities. The changes in net interest income due to changes in both average volume and average interest rate have been allocated to the average volume change or the average interest rate change in proportion to the absolute amounts of the change in each. The Company’s consolidated average balance sheets along with an analysis of taxable-equivalent net interest earnings are presented in the Quantitative and Qualitative Disclosures About Market Risk included elsewhere in this report.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

Rate/Volume Analysis

 

The rate/volume analysis presented hereafter illustrates the change from March 31,June 30, 2016 to March 31,June 30, 2017 for each component of the taxable equivalent net interest income separated into the amount generated through volume changes and the amount generated by changes in the yields/rates.

 

  

Changes from March 31, 2016 to March 31, 2017

 
    

($ in thousands)

 

Volume

  

Rate

  

Total

 
             

Interest Income

            

Loans, Net-taxable

 $(38) $(189) $(227)
             

Investment Securities

            

Taxable

  163   61   224 

Tax-exempt

  (4)  (1)  (5)

Total Investment Securities

  159   60   219 
             

Interest-Bearing Deposits in other Banks

  7   35   42 
             

Federal Funds Sold

  -   -   - 
             

Other Interest - Earning Assets

  3   1   4 

Total Interest Income

  131   (93)  38 
             

Interest Expense

            

Interest-Bearing Demand andSavings Deposits

  42   12   54 

Time Deposits

  (63)  (4)  (67)

Subordinated Debentures

  -   26   26 

Other Borrowed Money

  44   (31)  13 
             

Total Interest Expense

  23   3   26 

Net Interest Income

 $108  $(96) $12 

  

Changes from June 30, 2016 to June 30, 2017

 

($ in thousands)

 

Volume

  

Rate

  

Total

 
             

Interest Income

            

Loans, Net-taxable

 $72  $(276) $(204)
             

Investment Securities

            

Taxable

  323   248   571 

Tax-exempt

  (7)  (2)  (9)

Total Investment Securities

  316   246   562 
             

Interest-Bearing Deposits in other Banks

  4   49   53 
             

Other Interest - Earning Assets

  7   (1)  6 

Total Interest Income

  399   18   417 
             

Interest Expense

            

Interest-Bearing Demand and Savings Deposits

  91   11   102 

Time Deposits

  (125)  (2)  (127)

Subordinated Debentures

  -   121   121 

Other Borrowed Money

  126   (93)  33 

Federal Funds Purchased

  3   -   3 
             

Total Interest Expense

  95   37   132 

Net Interest Income

 $304  $(19) $285 

 

(1) Changes in net interest income for the periods, based on either changes in average balances or changes in average rates for interest-earning assets and interest-bearing liabilities, are shown on this table. During each year, there are numerous and simultaneous balance and rate changes; therefore, it is not possible to precisely allocate the changes between balances and rates. For the purpose of this table, changes that are not exclusively due to balance changes or rate changes have been attributed to rates.

 

The Company maintains about 1921 percent of its loan portfolio in adjustable rate loans that reprice with prime rate changes, while the bulk of its other loans mature within 3 years. The liabilities to fund assets are primarily in short term certificate of deposits that mature within one year. The net interest margin decreased to 3.353.42 percent for the threesix months ended March 31,June 30, 2017 compared to 3.473.50 percent for the same period a year ago. We anticipate the net interest margin remaining relatively flat for 2017.

 

Taxable-equivalent net interest income for the threesix months ended March 31,June 30, 2017 increased by $12$285 thousand, or 0.131.49 percent compared to the same period a year ago. The average volume of earning assets during threesix months ended March 31,June 30, 2017 increased $39.17$40.69 million compared to the same period a year ago. Growth in average earning assets during 2017 was primarily in investments interest-bearing deposits and interest-bearing other assets.loans.

 

The average volume of loans decreased $2.99increased $2.80 million for the threesix months ended March 31,June 30, 2017 compared to the same period a year ago. The average yield on loans decreased 107 basis points for the threesix months ended March 31,June 30, 2017 compared to the same period a year ago. The average volume of investment securities increased $36.12$35.93 million for the threesix months ended March 31,June 30, 2017 compared to the same year ago period, while the average yield on investment securities increased 714 basis points for the same period comparison. The average volume of deposits increased $31.58$36.03 million for the threesix months ended March 31,June 30, 2017 compared to the same period a year ago, with interest-bearing deposits increasing $16.34$19.24 million for the threesix months ended March 31,June 30, 2017.

 

 

Part I (Continued)

Item 2 (Continued)

 

Accordingly, the ratio of average interest-bearing deposits to total average deposits was 85.5385.19 percent for the threesix months ended March 31,June 30, 2017 compared to 86.6086.34 percent in the same period a year ago. This deposit mix, combined with a general decrease in market rates, had the effect of decreasing the average cost of total deposits by 2 basis points in threesix months ended March 31,June 30, 2017 compared to the same period a year ago.

 

The Company’s net interest spread, which represents the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities, was 3.243.31 percent in threesix months ended March 31,June 30, 2017 compared to 3.363.39 percent in the same period a year ago. The net interest spread, as well as the net interest margin, will be impacted by future changes in short-term and long-term interest rate levels, as well as the impact from the competitive environment.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

AVERAGE BALANCE SHEETS

 

Three Months Ended

  

Three Months Ended

  

Six Months Ended

  

Six Months Ended

 
 

March 31, 2017

  

March 31, 2016

  

June 30, 2017

  

June 30, 2016

 
 

Average

  

Income/

  

Yields/

  

Average

  

Income/

  

Yields/

  

Average

  

Income/

  

Yields/

  

Average

  

Income/

  

Yields/

 

($ in thousands)

 

Balances

  

Expense

  

Rates

  

Balances

  

Expense

  

Rates

  

Balances

  

Expense

  

Rates

  

Balances

  

Expense

  

Rates

 

Assets

                                                

Interest-Earning Assets

                                                

Loans, Net of Unearned Interest and feesTaxable (1)

 $749,332  $9,424   5.03% $752,323  $9,651   5.13%

Investment SecuritiesTaxable

  341,925   1,594   1.86%  305,428   1,370   1.79%

Loans, Net of Unearned Interest and fees Taxable (1)

 $757,190  $19,189   5.07% $754,392  $19,393   5.14%

Investment Securities

                        

Taxable

  344,011   3,316   1.93%  307,751   2,745   1.78%

Tax-Exempt (2)

  2,243   21   3.74%  2,623   26   3.96%  2,285   43   3.76%  2,618   52   3.97%

Total Investment Securities

  344,168   1,615   1.88%  308,051   1,396   1.81%  346,296   3,359   1.94%  310,369   2,797   1.80%

Interest-Bearing Deposits

  37,323   80   0.86%  31,560   38   0.48%  24,884   114   0.92%  23,221   61   0.53%

Federal Funds Sold

  -   -   -%  -   -   -%  -   -   -%  -   -   -%

Interest-Bearing Other Assets

  3,011   36   4.78%  2,732   32   4.69%  3,042   71   4.67%  2,744   65   4.74%

Total Interest-Earning Assets

 $1,133,834  $11,155   3.94% $1,094,666  $11,117   4.06% $1,131,412  $22,733   4.02% $1,090,726  $22,316   4.09%

Non-interest-Earning Assets

                                                

Cash and Cash Equivalents

  20,623           19,320           19,935           15,074         

Allowance for Loan Losses

  (9,126)          (9,086)          (8,985)          (9,384)        

Other Assets

  55,446           60,386           55,111           64,635         

Total Noninterest-Earning Assets

  66,943           70,620           66,061           70,325         

Total Assets

 $1,200,777          $1,165,286          $1,197,473          $1,161,051         

Liabilities and Stockholders' Equity

                                                

Interest-Bearing Liabilities

                                                

Interest-Bearing Deposits

                                                

Interest-Bearing Demand and Savings

 $517,971  $469   0.36% $470,191  $415   0.35% $517,250  $931   0.36% $466,730  $829   0.36%

Other Time

  363,812   722   0.79%  395,256   789   0.80%  360,200   1,437   0.80%  391,476   1,564   0.80%

Total Interest-Bearing Deposits

  881,783   1,191   0.54%  865,447   1,204   0.56%  877,450   2,368   0.54%  858,206   2,393   0.56%

Other Interest-Bearing Liabilities

                                                

Other Borrowed Money

  46,113   299   2.59%  40,000   286   2.86%  48,934   599   2.45%  40,000   566   2.83%

Subordinated Debentures

  24,229   169   2.79%  24,229   143   2.36%  24,229   411   3.39%  24,229   290   2.39%

Federal Funds Purchased

  350   3   1.71%  -   -   -%

Total Other Interest-Bearing Liabilities

  70,342   468   2.66%  64,229   429   2.67%  73,513   1,013   2.76%  64,229   856   2.67%

Total Interest-Bearing Liabilities

 $952,125  $1,659   0.70% $929,676  $1,633   0.70% $950,963  $3,381   0.71% $922,435  $3,249   0.70%

Noninterest-Bearing Liabilities andStockholders' Equity

                        

Noninterest-Bearing Liabilities and Stockholders' Equity

                        

Demand Deposits

  149,127           133,887           152,593           135,812         

Other Liabilities

  5,532           3,527           3,098           3,344         

Stockholders' Equity

  93,993           98,196           90,819           99,460         

Total Noninterest-Bearing Liabilitiesand Stockholders' Equity

  248,652           235,610         

Total Noninterest-Bearing Liabilities and Stockholders' Equity

  246,510           238,616         

Total Liabilities and Stockholders' Equity

 $1,200,777          $1,165,286          $1,197,473          $1,161,051         
                                                

Interest Rate Spread

          3.24%          3.36%          3.31%          3.39%

Net Interest Income

     $9,496          $9,484          $19,352          $19,067     

Net Interest Margin

          3.35%          3.47%          3.42%          3.50%

 

(1)

The average balance of loans includes the average balance of nonaccrual loans. Income on such loans is recognized and recorded on the cash basis. Taxable equivalent adjustments totaling $27$59 and $19$68 for threesix month periods ended March 31,June 30, 2017 and 2016, respectively, are included in tax-exempt interest on loans.

 

(2)

Taxable-equivalent adjustments totaling $7$15 and $9$18 for threesix month periods ended March 31,June 30, 2017 and 2016, respectively, are included in tax-exempt interest on investment securities. The adjustments are based on a federal tax rate of 34 percent with appropriate reductions for the effect of disallowed interest expense incurred in carrying tax-exempt obligations.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

Provision for Loan Losses

 

The provision for loan losses is determined by management as the amount to be added to the allowance for loan losses after net charge-offs have been deducted to bring the allowance to a level which, in management’s best estimate, is necessary to absorb probable losses within the existing loan portfolio. The provision for loan losses totaled $335 thousand in the threesix months ended March 31,June 30, 2017 compared to $354$708 thousand in the same period a year ago. See the section captioned “Allowance for Loan Losses” elsewhere in this discussion for further analysis of the provision for loan losses.

 

Noninterest Income

 

The components of noninterest income were as follows:

 

 

Three Months Ended March 31

  

Three Months Ended June 30

  

Six Months Ended June 30

 
          $  

%

          $  

%

          $  

%

 
 

2017

  

2016

  

Variance

  

Variance

  

2017

  

2016

  

Variance

  

Variance

  

2017

  

2016

  

Variance

  

Variance

 
                                                

Service Charges on Deposit Accounts

 $1,055  $1,002  $53   5.29% $1,091  $1,055  $36   3.41% $2,146  $2,057  $89   4.33%

Other Charges, Commissions and Fees

  787   704   83   11.79   772   714   58   8.12   1,559   1,418   141   9.94 

Mortgage Fee Income

  186   100   86   86.00   202   153   49   32.03   388   253   135   53.36 

Securities Gains (Losses)

  -   2   (2)  (100.00)  -   127   (127)  (100.00)  -   129   (129)  (100.00)

Other

  372   364   8   2.20   329   303   26   8.58   701   667   34   5.10 
                                                

Total

 $2,400  $2,172  $228   10.50% $2,394  $2,352  $42   1.79% $4,794  $4,524  $270   5.97%

 

Other Charges, Commissions and Fees. Debit card interchange fees and foreign fees increased $63$123 thousand in 2017 compared to the same period in 2016. The Company also received a refund on credit life insurance in 2017 of $27 thousand.

 

Mortgage Fee Income. The volume of mortgage loans has shown an increase in 2017 compared to the same period in 2016 which contributed to the increase in mortgage fee income.

 

Securities Gains (Losses). The Bank did not sale any securities in 2017; therefore the decrease is attributable to the gain on sale of securities in the prior year.

 

Noninterest Expense

 

The components of noninterest expense were as follows:

 

 

Three Months Ended March 31

  

Three Months Ended June 30

  

Six Months Ended June 30

 
          $   

%

          $  

%

          $  

%

 
 

2017

  

2016

  

Variance

  

Variance

  

2017

  

2016

  

Variance

  

Variance

  

2017

  

2016

  

Variance

  

Variance

 
                                                

Salaries and Employee Benefits

 $4,785  $4,474  $311   6.95% $4,880  $4,625  $255   5.51% $9,665  $9,099  $566   6.22%

Occupancy and Equipment

  960   964   (4)  (0.41)  991   978   13   1.33   1,951   1,942   9   0.46 

Other

  2,663   2,797   (134)  (4.79)  2,749   2,751   (2)  (0.07)  5,412   5,548   (136)  (2.45)
                                                

Total

 $8,408  $8,235  $173   2.10% $8,620  $8,354  $266   3.18% $17,028  $16,589  $439   2.65%

 

Salaries and Employee Benefits.The increase in 2017 is primarily attributable to merit pay increases and increase in headcount.increases.

 

Occupancy and Equipment.The decreaseincrease in the three months ended March 31,June 30, 2017 as compared to comparable periods is primarily attributable to a decreasean increase in depreciation expense in 2017 and a decrease in leased equipment for information technology in 2017.

 

Other. The decrease in the first quarter of 2017 as compared to comparable periods2016 is primarily attributable to foreclosed property costs which decreasedthe decrease in FDIC assessments by $51 thousand from $137 thousand in 2016 compared to $86$218 thousand in 2017. FDIC assessmentsAdvertising also decreased by $120 thousand in 2017 and advertising decreased by $88$135 thousand in 2017. The decrease was offset by $79$166 thousand increase in ATM expense, $57$90 thousand increase in software expense and $23$90 thousand increase in legal & professional fees.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

Loans

 

The following table presents the composition of the Company’s loan portfolio as of March 31,June 30, 2017 and December 31, 2016:

 

  

March 31, 2017

  

December 31, 2016

  

$ Variance

  

% Variance

 
                 

Commercial and Agricultural

                

Commercial

 $44,925  $47,025  $(2,100)  (4.47)%

Agricultural

  19,306   17,080   2,226   13.03 

Real Estate

                

Commercial Construction

  30,540   30,358   182   0.60 

Residential Construction

  9,367   11,830   (2,463)  (20.82)

Commercial

  359,143   349,090   10,053   2.88 

Residential

  195,282   195,580   (298)  (0.15)

Farmland

  64,870   66,877   (2,007)  (3.00)

Consumer and Other

                

Consumer

  19,188   19,695   (507)  (2.57)

Other

  17,720   16,748   972   5.80 

Gross Loans

  760,341   754,283   6,058   0.80 

Unearned Interest and Fees

  (421)  (361)  (60)  16.62 

Allowance for Loan Losses

  (8,864)  (8,923)  59   0.66 

Net Loans

 $751,056  $744,999  $6,057   0.81%

  

June 30, 2017

  

December 31, 2016

  

$ Variance

  

% Variance

 
                 

Commercial and Agricultural

                

Commercial

 $44,883  $47,025  $(2,142)  (4.56)%

Agricultural

  21,810   17,080   4,730   27.69 

Real Estate

                

Commercial Construction

  35,151   30,358   4,793   15.79 

Residential Construction

  9,230   11,830   (2,600)  (21.98)

Commercial

  355,801   349,090   6,711   1.92 

Residential

  200,572   195,580   4,992   2.55 

Farmland

  70,194   66,877   3,317   4.96 

Consumer and Other

                

Consumer

  19,134   19,695   (561)  (2.85)

Other

  18,791   16,748   2,043   12.20 

Gross Loans

  775,566   754,283   21,283   2.82 

Unearned Interest and Fees

  (454)  (361)  (93)  (25.76)

Allowance for Loan Losses

  (8,043)  (8,923)  880   9.86 

Net Loans

 $767,069  $744,999  $22,070   2.96%

 

Loan Origination/Risk Management.In accordance with the Company’s decentralized banking model, loan decisions are made at the Bank level. The Company utilizes both an Executive Loan Committee and a Director Loan Committee to assist lenders with the decision making and underwriting process of larger loan requests. Due to the diverse economic markets served by the Company, evaluation and underwriting criteria may vary slightly by market. Overall, loans are extended after a review of the borrower’s repayment ability, collateral adequacy, and overall credit worthiness.

 

Commercial purpose, commercial real estate, and agricultural loans are underwritten similarly to how other loans are underwritten throughout the Company. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type and geographic location. In addition, the Company restricts total loans to $10 million per borrower, subject to exception and approval by the Director Loan Committee. This diversity helps reduce the company’s exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans monthly based on collateral, geography, and risk grade criteria. The Company also utilizes information provided by third-party agencies to provide additional insight and guidance about economic conditions and trends affecting the markets it serves.

 

The Company extends loans to builders and developers that are secured by non-owner occupied properties. In such cases, the Company reviews the overall economic conditions and trends for each market to determine the desirability of loans to be extended for residential construction and development. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim mini-perm loan commitment from the Company until permanent financing is obtained. In some cases, loans are extended for residential loan construction for speculative purposes and are based on the perceived present and future demand for housing in a particular market served by the Company. These loans are monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and trends, the demand for the properties, and the availability of long-term financing.

 

The Company originates consumer loans at the Bank level. Due to the diverse economic markets served by the Company, underwriting criteria may vary slightly by market. The Company is committed to serving the borrowing needs of all markets served and, in some cases, adjusts certain evaluation methods to meet the overall credit demographics of each market. Consumer loans represent relatively small loan amounts that are spread across many individual borrowers to help minimize risk. Additionally, consumer trends and outlook reports are reviewed by management on a regular basis.

 

The Company utilizes an independent third party company for loan review and validation of the credit risk program on an ongoing quarterly basis. Results of these reviews are presented to management and the audit committee. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

Commercial and Agricultural.Commercial and agricultural loans at March 31,June 30, 2017 increased 0.204.04 percent to $64.2$66.7 million from December 31, 2016 at $64.1 million. The Company’s commercial and agricultural loans are a diverse group of loans to small, medium and large businesses. The purpose of these loans varies from supporting seasonal working capital needs to term financing of equipment. While some short-term loans may be made on an unsecured basis, most are secured by the assets being financed with collateral margins that are consistent with the Company’s loan policy guidelines.

 

Real Estate.  Commercial and residential construction loans decreasedincreased by $2.28$2.19 million, or 5.415.20 percent, at March 31,June 30, 2017 to $39.90$44.38 million from $42.2 million at December 31, 2016.  This decrease is due to the completion of construction and the new loans transferring to the commercial real estate category.Therefore, commercialCommercial real estate increased $10.05$6.71 million, or 2.881.92 percent, at March 31,June 30, 2017 to $359.14$355.80 million from $349.09 million at December 31, 2016. The Company also had several new large loans that attributed to the increase in commercial real estate for the period ending March 31,June 30, 2017.

 

Other.  Other loans at March 31,June 30, 2017 increased 5.8012.20 percent to $17.72$18.79 million from $16.75 million at December 31, 2016.

 

Collateral Concentrations. Concentrations of credit risk can exist in relation to individual borrowers or groups of borrowers, certain types of collateral, certain types of industries, or certain geographic regions. The Company has a concentration in real estate loans as well as a geographic concentration that could pose an adverse credit risk, particularly with the current economic downturn in the real estate market. At March 31,June 30, 2017, approximately 87 percent of the Company’s loan portfolio was concentrated in loans secured by real estate. A substantial portion of borrowers’ ability to honor their contractual obligations is dependent upon the viability of the real estate economic sector. In addition, a large portion of the Company’s foreclosed assets are also located in these same geographic markets, making the recovery of the carrying amount of foreclosed assets susceptible to changes in market conditions. Management continues to monitor these concentrations and has considered these concentrations in its allowance for loan loss analysis. Though the real estate market remains somewhat sluggish, we have seen real estate values stabilize. The stabilization of rates has resulted in a decrease in the number of loans being classified as impaired over the past several years.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

Nonperforming Assets and Potential Problem Loans

 

Nonperforming assets and accruing past due loans as of March 31,June 30, 2017, December 31, 2016 and March 31,June 30, 2016 were as follows:

 

 

March 31, 2017

  

December 31, 2016

  

March 31, 2016

  

June 30, 2017

  

December 31, 2016

  

June 30, 2016

 
                        

Loans Accounted for on Nonaccrual

 $11,249  $12,350  $12,101  $8,176  $12,350  $13,149 

Loans Accruing Past Due 90 Days or More

  -   -   8   -   -   - 

Other Real Estate Foreclosed

  5,899   6,439   9,618   4,525   6,439   10,178 

Total Nonperforming Assets

 $17,148  $18,789  $21,727  $12,701  $18,789  $23,327 
                        

Nonperforming Assets by Segment

            

Construction and Land Development

 $3,264  $3,376  $4,565 

Nonperforming Assets by Segment Construction and Land Development

 $2,900  $3,376  $4,414 

1-4 Family Residential

  3,930   4,375   4,218   3,436   4,375   4,875 

Nonfarm Residential

  8,072   9,182   10,885   4,582   9,182   12,213 

Farmland

  800   800   1,327   678   800   933 

Commercial and Consumer

  1,082   1,056   732   1,105   1,056   892 

Total Nonperforming Assets

 $17,148  $18,789  $21,727  $12,701  $18,789  $23,327 
                        

Nonperforming Assets as a Percentage of:

                        

Total Loans and Foreclosed Assets

  2.24%  2.47%  2.84%  1.63%  2.47%  3.01%

Total Assets

  1.42%  1.55%  1.86%  1.06%  1.55%  2.03%

Nonperforming Loans as a Percentage of:

                        

Total Loans

  1.48%  1.64%  1.61%  1.05%  1.64%  1.72%
            

Supplemental Data:

                        

Trouble Debt Restructured LoansIn Compliance with Modified Terms

 $17,137  $17,992  $13,236 

Trouble Debt Restructured LoansPast Due 30-89 Days

  -   319   343 

Trouble Debt Restructured Loans In Compliance with Modified Terms

 $16,890  $17,992  $19,346 

Trouble Debt Restructured Loans Past Due 30-89 Days

  -   319   338 

Accruing Past Due Loans:

                        

30-89 Days Past Due

 $4,702  $4,469  $9,238  $6,218  $4,469  $5,611 

90 or More Days Past Due

  -   -   8   -   -   - 

Total Accruing Past Due Loans

 $4,702  $4,469  $9,246  $6,218  $4,469  $5,611 
                        

Allowance for Loan Losses

 $8,864  $8,923  $9,549  $8,043  $8,923  $9,390 

ALLL as a Percentage of:

                        

Total Loans

  1.17%  1.18%  1.27%  1.04%  1.18%  1.23%

Nonperforming Loans

  78.80%  72.25%  78.86%  98.37%  72.25%  71.41%

 

Nonperforming assets include nonaccrual loans, loans past due 90 days or more and foreclosed real estate. Nonperforming assets at March 31,June 30, 2017 decreased 8.7332.40 percent from December 31, 2016.

 

Generally, loans are placed on non-accrual status if principal or interest payments become 90 days past due and/or management deems the collectability of the principal and/or interest to be in question, as well as when required by regulatory requirements. Loans to a customer whose financial condition has deteriorated are considered for non-accrual status whether or not the loan is 90 days or more past due. For consumer loans, collectability and loss are generally determined before the loan reaches 90 days past due. Accordingly, losses on consumer loans are recorded at the time they are determined. Consumer loans that are 90 days or more past due are generally either in liquidation/payment status or bankruptcy awaiting confirmation of a plan. Once interest accruals are discontinued, accrued but uncollected interest is charged to current year operations. Subsequent receipts on nonaccrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Classification of a loan as nonaccrual does not preclude the ultimate collection of loan principal or interest.

 

Troubled debt restructured loans are loans on which, due to deterioration in the borrower’s financial condition, the original terms have been modified in favor of the borrower or either principal or interest has been forgiven.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

Foreclosed assets represent property acquired as the result of borrower defaults on loans. Foreclosed assets are recorded at estimated fair value less estimated selling costs, at the time of foreclosure. Write-downs occurring at foreclosure are charged against the allowance for loan losses. On an ongoing basis, properties are appraised as required by market indications and applicable regulations. Write-downs are provided for subsequent declines in value and are included in other non-interest expense along with other expenses related to maintaining the properties.

 

Allowance for Loan Losses

 

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The allowance for loan losses includes allowance allocations calculated in accordance with current U.S. accounting standards. The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

 

The Company’s allowance for loan losses consists of specific valuation allowances established for probable losses on specific loans and historical valuation allowances for other loans with similar risk characteristics. The allowances established for probable losses on specific loans are the result of management’s quarterly review of substandard loans with an outstanding balance of $250,000 or more. This review process usually involves regional credit officers along with local lending officers reviewing the loans for impairment. Specific valuation allowances are determined after considering the borrower’s financial condition, collateral deficiencies, and economic conditions affecting the borrower’s industry, among other things. In the case of collateral dependent loans, collateral shortfall is most often based upon local market real estate value estimates. This review process is performed at the subsidiary bank level and is reviewed at the parent Company level.

 

Once the loan becomes impaired, it is removed from the pool of loans covered by the general reserve and reviewed individually for exposure as described above. In cases where the individual review reveals no exposure, no reserve is recorded for that loan, either through an individual reserve or through a general reserve. If, however, the individual review of the loan does indicate some exposure, management often charges off this exposure, rather than recording a specific reserve. In these instances, a loan which becomes nonperforming could actually reduce the allowance for loan losses. Those loans deemed uncollectible are transferred to our problem loan department for workout, foreclosure and/or liquidation. The problem loan department obtains a current appraisal on the property in order to record the fair market value (less selling expenses) when the property is foreclosed on and moved into other real estate.

 

The allowances established for the remainder of the loan portfolio are based on historical loss factors, adjusted for certain qualitative factors, which are applied to groups of loans with similar risk characteristics. Loans are segregated into fifteen separate groups based on call codes. Most of the Company’s charge-offs during the past two years have been real estate dependent loans. The historical loss ratios applied to these groups of loans are updated quarterly based on actual charge-off experience. The historical loss ratios are further adjusted by qualitative factors.

 

Management evaluates the adequacy of the allowance for each of these components on a quarterly basis. Peer comparisons, industry comparisons, and regulatory guidelines are also used in the determination of the general valuation allowance. Loans identified as losses by management, internal loan review, and/or bank examiners are charged off. Additional information about the Company’s allowance for loan losses is provided in the Notes to the Consolidated Financial Statements for Allowance for Loan Losses.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

Deposits

 

The following table presents the average amount outstanding and the average rate paid on deposits by the Company for the three month periods ended March 31,June 30, 2017 and March 31,June 30, 2016.

 

 

March 31, 2017

  

March 31, 2016

  

June 30, 2017

  

June 30, 2016

 
 

Average

  

Average

  

Average

  

Average

  

Average

  

Average

  

Average

  

Average

 
 

Amount

  

Rate (1)

  

Amount

  

Rate (1)

  

Amount

  

Rate (1)

  

Amount

  

Rate (1)

 
                                

Noninterest-Bearing DemandDeposits

 $149,127      $133,887     

Interest-Bearing Demand andSavings Deposits

  517,971   0.36%  470,191   0.35%

Noninterest-Bearing Demand Deposits

 $152,593      $135,812     

Interest-Bearing Demand and Savings Deposits

  517,250   0.36%  466,730   0.36%

Time Deposits

  363,812   0.79%  395,256   0.80%  360,200   0.80%  391,476   0.80%
                                

Total Deposits

 $1,030,910   0.46% $999,334   0.48% $1,030,043   0.46% $994,018   0.48%

 

(1) Average rate is an annualized rate.

 

Average deposits increased $31.58$36.03 million to $1.03 billion at March 31,June 30, 2017 from $999.33$994.02 million at March 31,June 30, 2016. The increase included an increase of $15.24$16.78 million, or 11.3812.36 percent in noninterest-bearing demand deposits while, at the same time, interest-bearing demand and savings deposits increased $47.78$50.52 million, or 10.1610.82 percent and time deposits decreased $31.44$31.28 million, or 7.967.99 percent. Accordingly the ratio of average noninterest-bearing deposits to total average deposits was 14.4714.81 percent for threesix months ended March 31,June 30, 2017 compared to 13.4013.66 percent for threesix months ended March 31,June 30, 2016. The general decrease in market rates, had the effect of decreasing the average cost of total deposits by 2 basis points in threesix months ended March 31,June 30, 2017 compared to the same period a year ago.

 

Off-Balance-Sheet Arrangements, Commitments, Guarantees

 

In the ordinary course of business, the Company enters into off-balance sheet financial instruments which are not reflected in the consolidated financial statements. These instruments include commitments to extend credit, standby letters of credit, performance letters of credit, guarantees and liability for assets held in trust. Such financial instruments are recorded in the financial statements when funds are disbursed or the instruments become payable and the contract or notional amounts of these instruments reflect the extent of involvement and exposure to credit loss that we have in these particular classes of financial instruments.

 

Commitments to extend credit are agreements to lend to a customer provided that the terms established in the contract are met. Commitments generally have fixed expiration dates and may require the payment of fees. Since some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers and similarly do not necessarily represent future cash obligations.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

As of March 31,June 30, 2017 and December 31, 2016, financial instruments with off-balance sheet risk were as follows:

 

 

Contract Amount

  

Contract Amount

 
 

March 31, 2017

  

December 31, 2016

  

June 30, 2017

  

December 31, 2016

 
                

Loan Commitments

 $95,025  $71,359  $96,380  $71,359 

Letters of Credit

  1,491   1,551   1,445   1,551 

 

The Company uses the same credit policies for these off-balance sheet financial instruments as they do for instruments that are recorded in the consolidated financial statements. We evaluate each customer’s creditworthiness at a local bank level on a case-by-case basis. The amount of collateral obtained, if deemed necessary, upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies but may include cash or cash equivalents, negotiable instruments, real estate, accounts receivable, inventory, oil, gas and mineral interests, property, plant, and equipment.

 

Loan Commitments. The Company enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the Company’s commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. The Company minimizes its exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for loan losses. Loan commitments outstanding at March 31,June 30, 2017 are included in the table in Footnote 10 of the Consolidated Financial Statements.

 

Capital and Liquidity

 

At March 31,June 30, 2017, stockholders’ equity totaled $85.86$88.99 million compared to $93.39 million at December 31, 2016. In addition to net income of $2.12$4.55 million, other significant changes in stockholders’ equity during threesix months ended March 31,June 30, 2017 included $211 thousand of preferred stock dividends paid and $9.36 million redemption of preferred stock. The Company also had $211$422 thousand of common stock dividends paid during the threesix months ended March 31,June 30, 2017. The accumulated other comprehensive income (loss) component of stockholders’ equity totaled $(4.88)$(3.97) thousand at March 31,June 30, 2017 compared to $(5.02) million at December 31, 2016. This fluctuation was mostly related to the after-tax effect of changes in the fair value of securities available for sale. Regulatory agencies for banks and bank holding companies utilize capital guidelines designed to measure Tier 1 and total capital and take into consideration the risk inherent in both on-balance sheet and off-balance sheet items.

 

Tier 1 capital consists of common stock and qualifying preferred stockholders’ equity and trust preferred securities less goodwill. Tier 2 capital consists of tier 1 capital and the allowance for loan losses up to 1.25 percent of risk-weighted assets. The Company has no Tier 2 capital other than the allowance for loan losses.

 

Using the capital requirements presently in effect, the Tier 1 ratio as of March 31,June 30, 2017 was 14.2814.33 percent and total Tier 1 and 2 risk-based capital was 15.3915.32 percent. Both of these measures compare favorably with the regulatory minimum to be adequately capitalized of 6 percent for Tier 1 and 8 percent for total risk-based capital. The Company’s common equity Tier 1 ratio as of March 31,June 30, 2017 was 11.34,11.44, which exceeds the regulatory minimum of 4.50 percent. The Company’s Tier 1 leverage ratio as of March 31,June 30, 2017 was 9.479.72 percent, which exceeds the required ratio standard of 4 percent.

 

As of March 31,June 30, 2017, average capital was $93.99$90.82 million, representing 7.837.58 percent of average assets for the year. This compares to 8.438.57 percent for MarchJune 2016.

 

After suspending common stock dividend payments beginning in the third quarter of 2009 for capital retention purposes, the Company reinstated common stock dividends in the first quarter of 2017. The Company paid $0.025 per common stock in Marchthe first and second quarter of 2017.

 

The Company declared dividends of $211 thousand and $405$811 thousand on preferred stock on March 31,June 30, 2017 and 2016, respectively. Additional information is provided in the Notes to the Consolidated Financial Statements for Preferred Stock and Warrants.

 

The Company, primarily through the actions of the Bank, engages in liquidity management to ensure adequate cash flow for deposit withdrawals, credit commitments and repayments of borrowed funds. Needs are met through loan repayments, net interest and fee income and the sale or maturity of existing assets. In addition, liquidity is continuously provided through the acquisition of new deposits, the renewal of maturing deposits and external borrowings.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

Management monitors deposit flow and evaluates alternate pricing structures to retain and grow deposits. To the extent needed to fund loan demand, traditional local deposit funding sources are supplemented by the use of FHLB borrowings, brokered deposits and other wholesale deposit sources outside the immediate market area. Internal policies have been updated to monitor the use of various core and non-core funding sources, and to balance ready access with risk and cost. Through various asset/liability management strategies, a balance is maintained among goals of liquidity, safety and earnings potential. Internal policies that are consistent with regulatory liquidity guidelines are monitored and enforced by the Bank.

 

The investment portfolio provides a ready means to raise cash if liquidity needs arise. As of March 31,June 30, 2017, the available for sale bond portfolio totaled $341.9$337.7 million. At December 31, 2016, the available for sale bond portfolio totaled $323.7 million. Only marketable investment grade bonds are purchased. Although a good portion of the banks’ bond portfolios are encumbered as pledges to secure various public funds deposits, repurchase agreements, and for other purposes, management can restructure and free up investment securities for a sale if required to meet liquidity needs.

 

Management continually monitors the relationship of loans to deposits as it primarily determines the Company’s liquidity posture. The Company had ratios of loans to deposits of 72.875.6 percent as of March 31,June 30, 2017 and 72.2 percent at December 31, 2016. Management employs alternative funding sources when deposit balances will not meet loan demands. The ratios of loans to all funding sources (excluding Subordinated Debentures) at March 31,June 30, 2017 and December 31, 2016 were 69.471.6 percent and 69.2 percent, respectively.

 

Management continues to emphasize programs to generate local core deposits as our Company’s primary funding sources. The stability of the banks’ core deposit base is an important factor in Colony’s liquidity position. A heavy percentage of the deposit base is comprised of accounts of individuals and small businesses with comprehensive banking relationships and limited volatility. At March 31,June 30, 2017 and December 31, 2016, the Company had $28.8$26.3 million and $32.2 million in certificates of deposit of $250 or more. These larger deposits represented 2.82.6 percent and 3.1 percent of respective total deposits. Management seeks to monitor and control the use of these larger certificates, which tend to be more volatile in nature, to ensure an adequate supply of funds as needed. Relative interest costs to attract local core relationships are compared to market rates of interest on various external deposit sources to help minimize the Company’s overall cost of funds.

 

The Company supplemented deposit sources with brokered deposits. As of March 31,June 30, 2017, the Company had $50.6$49.1 million, or 4.854.78 percent of total deposits, in CDARS. Additional information is provided in the Notes to the Consolidated Financial Statements regarding these brokered deposits. Additionally, the Company uses external deposit listing services to obtain out-of-market certificates of deposit at competitive interest rates when funding is needed. These deposits obtained from listing services are often referred to as wholesale or internet CDs. As of March 31,June 30, 2017, the Company had $15.24$17.95 million, or 1.461.75 percent of total deposits, in internet certificates of deposit obtained through deposit listing services.

 

To plan for contingent sources of funding not satisfied by both local and out-of-market deposit balances, the Company and the Bank have established multiple borrowing sources to augment their funds management. The Company has borrowing capacity through membership of the Federal Home Loan Bank program. The Bank has also established overnight borrowing for Federal Funds purchased through various correspondent banks. Management believes the various funding sources discussed above are adequate to meet the Company’s liquidity needs in the future without any material adverse impact on operating results.

 

Liquidity measures the ability to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits and to take advantage of interest rate market opportunities. The ability of a financial institution to meet its current financial obligations is a function of balance sheet structure, the ability to liquidate assets, and the availability of alternative sources of funds. The Company seeks to ensure its funding needs are met by maintaining a level of liquid funds through asset/liability management.

 

Asset liquidity is provided by liquid assets which are readily marketable or pledgeable or which will mature in the near future. Liquid assets include cash, interest-bearing deposits in banks, securities available for sale, federal funds sold and securities purchased under resale agreements.

 

Liability liquidity is provided by access to funding sources which include core deposits. Should the need arise, the Company also maintains relationships with the Federal Home Loan Bank, Federal Reserve Bank and three correspondent banks.

 

Since the Company is a bank holding company and does not conduct operations, its primary sources of liquidity are dividends up streamed from the Bank and borrowings from outside sources.

 

 

 

Part I (Continued)

Item 2 (Continued)

 

The liquidity position of the Company is continuously monitored and adjustments are made to the balance between sources and uses of funds as deemed appropriate. Management is not aware of any events that are reasonably likely to have a material adverse effect on the Company’s liquidity, capital resources or operations. In addition, management is not aware of any regulatory recommendations regarding liquidity, which if implemented, would have a material adverse effect on the Company.

 

Return on Assets and Stockholders Equity

 

The following table presents selected financial ratios for each of the periods indicated.

 

 

Three Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

March31

  

June 30

  

June 30

 
 

2017

  

2016

  

2017

  

2016

  

2017

  

2016

 
                        

Return on Average Assets (1)

  0.63%  0.57%  0.81%  0.61%  0.72%  0.59%
                        

Return on Average Total Equity (1)

  8.11%  6.75%  11.10%  6.99%  9.56%  6.87%
                        

Average Total Equity to Average Assets

  7.83%  8.43%  7.34%  8.71%  7.58%  8.57%

 

(1) Computed using annualized net income available to common shareholders.

 

 

 

Part I (Continued)

Item 3

 

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Interest rate risk is the change in value due to changes in interest rates. The Company is exposed only to U. S. dollar interest rate changes and, accordingly, the Company manages exposure by considering the possible changes in the net interest margin. In order to reduce the exposure to interest rate fluctuations, we have implemented strategies to more closely match our balance sheet composition. There have been no material changes in market risk from the information provided in the Company’s annual report on Form 10-K for the year ended December 31, 2016.

 

ITEM 4 – CONTROLS AND PROCEDURES

 

The Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In addition, no change in the Company’s internal control over financial reporting occurred during the quarter ended March 31,June 30, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

Part II

Item 6

 

ITEM 6 – EXHIBITS

 

3.1 Articles of Incorporation, As Amended

 

-filed as Exhibit 99.1 to the Registrant’s 10-Q for the period ended June 30, 2014 (File No. 0-12436), filed with the Commission on August 4, 2014 and incorporated herein by reference.

 

3.2 Bylaws, as Amended

 

-filed as Exhibit 3(b) to the Registrant’s Registration Statement on Form 10 (File No. 0-18486), filed with      the Commission on April 25, 1990 and incorporated herein by reference.

 

3.3Article of Amendment to the Company’s Articles of Incorporation Authorizing Additional Capital Stock in the Form of Ten Million Shares of Preferred Stock

 

-filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-12436) filed with the Commission on January 13, 2009 and incorporated herein by reference.

 

3.4Articles of Amendment to the Company’s Articles of Incorporation Establishing the Terms of the Series A Preferred Stock

 

-filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 000-12436) filed with the Commission on January 13, 2009 and incorporated herein by reference.

 

3.5 Amendment to the Company’s Bylaws

 

-filed as Exhibit 99.1 to the Registrant’s 8-K (File No.000-12436) , filed with the Commission on May 29, 2015 and incorporated herein by reference.

 

4.1 Warrant to Purchase up to 500,000 shares of Common Stock

 

-filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 000-12436), filed with the Commission on January 13, 2009 and incorporated herein by reference.

 

4.2 Form of Series A Preferred Stock Certificate

 

-filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 000-12436), filed with the Commission on January 13, 2009 and incorporated herein by reference.

 

10.1 Deferred Compensation Plan and Sample Director Agreement

 

-filed as Exhibit 10(a) to the Registrant’s Registration Statement on Form 10 (File No. 0-18486), filed with      the Commission on April 25, 1990 and incorporated herein by reference.

 

10.2 Profit-Sharing Plan Dated January 1, 1979

 

-filed as Exhibit 10(b) to the Registrant’s Registration Statement on Form 10 (File No. 0-18486), filed with the Commission on April 25, 1990 and incorporated herein by reference.

 

10.3 1999 Restricted Stock Grant Plan and Restricted Stock Grant Agreement

 

-filed as Exhibit 10(c) the Registrant’s Annual Report on Form 10-K (File No. 000-12436), filed with the Commission on March 30, 2001 and incorporated herein by reference.

 

 

 

Part II (Continued)

Item 6 (Continued)

 

10.4 2004 Restricted Stock Grant Plan and Restricted Stock Grant Agreement

 

- filed as Exhibit C to the Registrant’s Definitive Proxy Statement for Annual Meeting of Shareholders held on April 27, 2004, filed with the Securities and Exchange Commission on March 3, 2004 (File No. 000-12436) and incorporated herein by reference.

 

10.5 Lease Agreement – Mobile Home Tracts, LLC c/o Stafford Properties, Inc. and Colony Bank Worth

 

- filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10Q (File No. 000-12436), filed with Securities and Exchange Commission on November 5, 2004 and incorporated herein by reference.

 

10.6 Letter Agreement, Dated January 9, 2009, Including Securities Purchase Agreement – Standard Terms Incorporated by Reference Therein, Between the Company and the United States Department of the Treasury

 

- filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 000-12436), filed with the Commission on January 13, 2009 and incorporated herein by reference.

 

10.7 Form of Waiver, Executed by Al D. Ross

 

- filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 000-12436), filed with the Commission on January 13, 2009 and incorporated herein by reference.

 

10.8 Form of Waiver, Executed by Terry L. Hester

 

- filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 000-12436), filed with the Commission on January 13, 2009 and incorporated herein by reference.

 

10.9 Form of Waiver, Executed byHenry F. Brown, Jr.

 

- filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 000-12436), filed with the Commission on January 13, 2009 and incorporated herein by reference.

 

10.10 Form of Waiver, Executed by Walter F. Patten

 

- filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 000-12436), filed with the Commission on January 13, 2009 and incorporated herein by reference.

 

10.11 Form of Waiver, Executed by Larry E. Stevenson

 

- filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 000-12436), filed with the Commission on January 13, 2009 and incorporated herein by reference.

 

10.12 Employment Agreement, Dated April 27, 2012 Between Edward P. Loomis, Jr. and Colony Bankcorp, Inc.

 

-filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 000-12436), filed with the Commission on May 2, 2012 and incorporated herein by reference.

 

99.1 Retention Agreement

 

-filed as Exhibit 99.1 to the Registrant’s 10-Q for the period ended March 31, 2015 (File No. 000-12436), filed with the Commission on May 4, 2015 and incorporated herein by reference.

 

99.2 Retention Agreement

 

-filed as Exhibit 99.2 to the Registrant’s 10-Q for the period ended June 30, 2016 (File No. 000-12436), filed with the Commission on May 31, 2016 and incorporated herein by reference.

 

 

 

Part II (Continued)

Item 6 (Continued)

 

31.1 Certificate of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

 

31.2 Certificate of Chief Financial Officer Pursuant to Section 302 of Sarbanes – Oxley Act of 2002

 

32.1Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101.INS XBRL Instance Document

 

101.SCH XBRL Schema Document

 

101.CAL XBRL Calculation Linkbase Document

 

101.DEF XBRL Definition Linkbase Document

 

101.LAB XBRL Label Linkbase Document

 

101.PRE XBRL Presentation Linkbase Document

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Colony Bankcorp, Inc.
/s/ Edward P. Loomis, Jr.

 Date: 

August 2, 2017

 

 Colony Bankcorp, Inc.Edward P. Loomis, Jr.

 

 

 

/s/ Edward P. Loomis, Jr.

Date:     May 2, 2017  

Edward P. Loomis, Jr.

 

President/Director/Chief Executive Officer

/s/ Edward P. Loomis, Jr.
Date: August 2, 2017Terry L. Hester

Date:     May 2, 2017  

Terry L. Hester

Executive Vice-President/Director/Chief Financial Officer

 

63

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