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 SEPTEMBERJUNE 30, 2017  2018COMMISSION 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)

58-1492391

(I.R.S. EMPLOYER

IDENTIFICATION NUMBER)

                                                           

115 SOUTH GRANT STREET, FITZGERALD, GEORGIA 31750

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES

 

229/426-6000

REGISTRANT’SREGISTRANT’S TELEPHONE NUMBER INCLUDING AREA CODE

 

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTIONS 13 OR 15 (d)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 REGISTRANTREGISTRANT 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

LARGE ACCELERATED FILER

ACCELERATED FILER                 X

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 OCTOBER31, 2017

COMMON STOCK, $1 PAR VALUE

OUTSTANDING AT AUGUST3, 2018

8,439,258

                              


                                    

TABLETABLE OF CONTENTS

 

Page

PART I – Financial Information

 
   

Forward Looking Statement Disclosure

4

Item 1.

Financial Statements

6

Item 2.

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

4344

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

59

68

Item 4.

Item 4.

Controls and Procedures

59

68

PART II – Other Information

 

PART II – Other Information

Item 1.

Legal Proceedings

69

Item 1A.

Risk Factors

69

Item 2.

Item 6. 

Unregistered Sale of Equity Securities and Use of Proceeds

Exhibits60

69

Item 3.

Signatures

Defaults Upon Senior Securities

63

69

Item 4.

Mine Safety Disclosures

69

Item 5.

Other Information

69

Item 6.

Exhibits

69

Signatures

72

 


 

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’sCompany’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:

 

 

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

 

 

ChangesChanges 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’sCompany’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’sCompany’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 – SEPTEMBERJUNE 30, 20172018 (UNAUDITED) AND DECEMBER 31, 20162017 (AUDITED).

 

B.

B.

CONSOLIDATED STATEMENTS OF INCOME – FOR THE THREE MONTHS ENDED SEPTEMBERJUNE 30, 20172018 AND 20162017 AND FOR THE NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 2018 AND 2017 AND 2016 (UNAUDITED).

 

C.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – FOR THE THREE MONTHS ENDED SEPTEMBERJUNE 30, 2018 AND 2017 AND 2016 AND FOR THE NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20172018 AND 20162017 (UNAUDITED).

 

D.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20172018 AND 20162017 (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 RESULTSRESULTS OF OPERATIONS FOR THE NINESIX MONTH PERIOD ENDED SEPTEMBERJUNE 30, 20172018 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

SEPTEMBERJUNE 30, 20172018 AND DECEMBER 31, 20162017

(DOLLARS IN THOUSANDS)

 

 

June 30, 2018

  

December 31, 2017

 

 

September 30, 2017

  

December 31, 2016

  

(Unaudited)

  

(Audited)

 
ASSETS 

(Unaudited)

  

(Audited)

      
          

Cash and Cash Equivalents

                

Cash and Due from Banks

 $18,848  $28,822  $9,900  $23,145 
                

Interest-Bearing Deposits

  12,752   46,345   38,573   34,668 

Investment Securities

                

Available for Sale, at Fair Value

  338,249   323,658   331,938   354,247 
                

Federal Home Loan Bank Stock, at Cost

  3,255   3,010   3,382   3,043 

Loans

  770,046   754,283   766,796   765,284 

Allowance for Loan Losses

  (7,977)  (8,923)  (7,159)  (7,508)

Unearned Interest and Fees

  (430)  (361)  (541)  (495)
  761,639   744,999   759,096   757,281 

Premises and Equipment

  27,616   27,969   28,638   27,639 

Other Real Estate (Net of Allowance of $1,373 and $1,878 as of September 30, 2017 and December 31, 2016, Respectively)

  4,520   6,439 

Other Real Estate (Net of Allowance of $862 and $1,451 as of June 30, 2018 and December 31, 2017, Respectively)

  3,595   4,256 

Other Intangible Assets

  54   81   27   45 

Other Assets

  28,460   29,119   29,323   28,431 

Total Assets

 $1,195,393  $1,210,442  $1,204,472  $1,232,755 
                

LIABILITIES AND STOCKHOLDERS' EQUITY

                

Deposits

                

Noninterest-Bearing

 $162,706  $159,059  $177,336  $190,928 

Interest-Bearing

  857,557   885,298   858,550   877,057 
  1,020,263   1,044,357   1,035,886   1,067,985 

Borrowed Money

                

Subordinated Debentures

  24,229   24,229   24,229   24,229 

Other Borrowed Money

  56,000   46,000   53,508   47,500 
  80,229   70,229   77,737   71,729 
                

Other Liabilities

  3,299   2,468   2,603   2,718 
                

Stockholders' Equity

                

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

  8,439   8,439 

Common Stock, Par Value $1 a Share; Authorized 20,000,000 Shares, Issued 8,439,258 Shares as of June 30, 2018 and December 31, 2017

  8,439   8,439 

Paid-In Capital

  29,145   29,145   25,970   29,145 

Retained Earnings

  57,794   51,466   64,643   59,230 

Accumulated Other Comprehensive (Loss), Net of Tax Benefits

  (3,776)  (5,022)  (10,806)  (6,491)
  91,602   93,388   88,246   90,323 

Total Liabilities and Stockholders' Equity

 $1,195,393  $1,210,442  $1,204,472  $1,232,755 

 

TheThe 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 SEPTEMBERJUNE 30, 20172018 AND 20162017

AND NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20172018 AND 20162017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

September 30, 2017

  

September 30, 2016

  

September 30, 2017

  

September 30, 2016

  

June 30, 2018

  

June 30, 2017

  

June 30, 2018

  

June 30, 2017

 

Interest Income

                                

Loans, Including Fees

 $9,754  $9,810  $28,884  $29,135  $10,065  $9,733  $19,793  $19,130 

Deposits with Other Banks

  52   18   166   79   69   34   144   114 

Investment Securities

                                

U.S. Government Agencies

  1,684   1,266   4,932   3,978   1,877   1,685   3,788   3,248 

State, County and Municipal

  27   30   87   97   25   30   52   60 

Corporate Debt

  23   -   59   -   29   21   57   36 

Dividends on Other Investments

  38   32   109   97   44   35   85   71 
  11,578   11,156   34,237   33,386   12,109   11,538   23,919   22,659 

Interest Expense

                                

Deposits

  1,191   1,187   3,559   3,580   1,401   1,177   2,601   2,368 

Federal Funds Purchased

  -   -   3   -   1   3   1   3 

Borrowed Money

  544   413   1,554   1,269   542   542   1,023   1,010 
  1,735   1,600   5,116   4,849   1,944   1,722   3,625   3,381 
                                

Net Interest Income

  9,843   9,556   29,121   28,537   10,165   9,816   20,294   19,278 

Provision for Loan Losses

  -   354   335   1,062   44   -   70   335 

Net Interest Income After Provision for Loan Losses

  9,843   9,202   28,786   27,475   10,121   9,816   20,224   18,943 
                                

Noninterest Income

                                

Service Charges on Deposits

  1,169   1,128   3,315   3,185   1,031   1,091   2,132   2,146 

Other Service Charges, Commissions and Fees

  741   686   2,300   2,104   822   772   1,611   1,559 

Mortgage Fee Income

  241   254   629   507   182   202   331   388 

Securities Gains (Losses)

  -   256   -   385   116   -   116   - 

Other

  273   313   974   980   173   329   568   701 
  2,424   2,637   7,218   7,161   2,324   2,394   4,758   4,794 

Noninterest Expenses

                                

Salaries and Employee Benefits

  4,802   4,726   14,467   13,825   5,002   4,880   9,922   9,665 

Occupancy and Equipment

  1,014   1,025   2,965   2,967   979   991   2,025   1,951 

Other

  2,564   2,903   7,976   8,451   2,620   2,749   5,190   5,412 
  8,380   8,654   25,408   25,243   8,601   8,620   17,137   17,028 
                                

Income Before Income Taxes

  3,887   3,185   10,596   9,393   3,844   3,590   7,845   6,709 

Income Taxes

  1,265   927   3,424   2,907   775   1,157   1,588   2,159 

Net Income

  2,622   2,258   7,172   6,486   3,069   2,433   6,257   4,550 

Preferred Stock Dividends

  -   378   211   1,189   -   -   -   211 

Net Income Available to Common Stockholders

 $2,622  $1,880  $6,961  $5,297  $3,069  $2,433  $6,257  $4,339 

Net Income Per Share of Common Stock

                                

Basic

 $0.31  $0.22  $0.82  $0.63  $0.36  $0.29  $0.74  $0.51 

Diluted

 $0.30  $0.22  $0.81  $0.62  $0.36  $0.28  $0.72  $0.50 

Cash Dividends Declared Per Share of Common Stock

 $0.025  $-  $0.075  $- 

Cash Dividends Paid Per Share of Common Stock

 $0.05  $0.025  $0.10  $0.050 

Weighted Average Basic Shares Outstanding

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

Weighted Average Diluted Shares Outstanding

  8,629,523   8,506,268   8,631,566   8,495,752   8,612,352   8,630,207   8,634,865   8,632,465 

 

TheThe 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 SEPTEMBERJUNE 30, 20172018 AND 20162017

NINEAND SIX MONTHS ENDED SEPTEMBERJUNE 30, 20172018 AND 20162017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

September 30, 2017

  

September 30, 2016

  

September 30, 2017

  

September 30, 2016

  

June 30, 2018

  

June 30, 2017

  

June 30, 2018

  

June 30, 2017

 
                                

Net Income

 $2,622  $2,258  $7,172  $6,486  $3,069  $2,433  $6,257  $4,550 
                                

Other Comprehensive Income:

                                
                                

Gains (Losses) on Securities

                

Arising During the Year

  300   (1,182)  1,888   5,905 

Gains (Losses) on Securities Arising During the Year

  (1,624)  1,377   (5,578)  1,586 

Tax Effect

  (102)  402   (642)  (2,008)  341   (468)  1,171   (539)

Realized Gains on Sale of AFS Securities

  -   (256)  -   (385)  116   -   116   - 

Tax Effect

  -   87   -   131   (24)  -   (24)  - 
                                

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

  198   (949)  1,246   3,643 

Change in Unrealized Gains (Losses) on Securities

                

Available for Sale, Net of Reclassification Adjustment and Tax Effects

  (1,191)  909   (4,315)  1,047 
                                

Comprehensive Income

 $2,820  $1,309  $8,418  $10,129  $1,878  $3,342  $1,942  $5,597 

 

TheThe 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

NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20172018 AND 20162017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

 

 

Nine Months Ended

  

Six Months Ended

 
 

September 30, 2017

  

September 30, 2016

  

June 30, 2018

  

June 30, 2017

 

CASH FLOWS FROM OPERATING ACTIVITIES

                

Net Income

 $7,172  $6,486  $6,257  $4,550 

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

                

Depreciation

  1,240   1,178   867   823 

Provision for Loan Losses

  335   1,062   70   335 

Securities (Gains)

  -   (385)  (116)  - 

Amortization and Accretion

  1,077   1,142   591   750 

(Gain) on Sale of Other Real Estate and Repossessions

  (111)  (17)  (120)  (93)

Provision for Losses on Other Real Estate

  256   126   157   206 

Increase in Cash Surrender Value of Life Insurance

  (404)  (416)  (261)  (305)

(Gain) Loss on Sale of Premises & Equipment

  (11)  80 

Loss on Sale of Premises & Equipment

  3   (15)

Other Prepaids, Deferrals and Accruals, Net

  1,344   340   465   1,080 
  10,898   9,596   7,913   7,331 

CASH FLOWS FROM INVESTING ACTIVITIES

                

Purchases of Investment Securities Available for Sale

  (54,448)  (49,355)  (19,257)  (41,269)

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

                

Available for Sale

  40,698   39,022   24,379   28,074 

Proceeds from Sale of Investment Securities

                

Available for Sale

  -   25,210   11,268   - 

Interest-Bearing Deposits in Other Banks

  33,593   24,743   (3,905)  35,357 

Net Loans to Customers

  (18,360)  (21,968)  (2,560)  (22,848)

Purchase of Premises and Equipment

  (913)  (2,635)  (1,869)  (531)

Proceeds from Sale of Other Real Estate and Repossessions

  3,168   2,981   1,236   2,259 

Federal Home Loan Bank Stock

  (245)  (279)  (339)  (245)

Proceeds from Sale of Premises and Equipment

  38   86   -   38 
  3,531   17,805   8,953   835 

CASH FLOWS FROM FINANCING ACTIVITIES

                

Noninterest-Bearing Customer Deposits

  3,647   5,055   (13,592)  3,869 

Interest-Bearing Customer Deposits

  (27,741)  (38,019)  (18,507)  (21,688)

Dividends Paid for Preferred Stock

  (316)  (1,230)  -   (316)

Dividends Paid for Common Stock

  (633)  -   (844)  (422)

Redemption of Preferred Stock

  (9,360)  (3,661)  -   (9,360)

Repurchase of Warrants

  (3,175)  - 

Payments on Federal Home Loan Bank Advances

  (2,500)  - 

Proceeds from Federal Home Loan Bank Advances

  10,000   5,000 

Payments on Other Borrowed Money

  (16)  (4,000)  (1,500)  (16)

Proceeds from Federal Home Loan Bank Advances

  5,000   10,000 

Proceeds from Other Borrowed Money

  5,016   -   7   5,016 
  (24,403)  (31,855)  (30,111)  (17,917)
                

Net Decrease in Cash and Cash Equivalents

  (9,974)  (4,454)  (13,245)  (9,751)

Cash and Cash Equivalents at Beginning of Period

  28,822   22,257   23,145   28,822 

Cash and Cash Equivalents at End of Period

 $18,848  $17,803  $9,900  $19,071 

 

TheThe 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(1)

Premises and Equipment

28,63827,639

SummaryOther Real Estate (Net 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 accountsAllowance of the Company$862 and its wholly-owned subsidiary, Colony Bank, Fitzgerald, Georgia (the Bank). All significant intercompany accounts have been eliminated in consolidation. The accounting$1,451 as ofJune 30, 2018 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 nine months ended September 30, 2017, are not necessarily indicative of the results which may be expected for the entire year.Respectively)

3,5954,256

Other Intangible Assets

2745

Nature of OperationsOther Assets

29,32328,431

Total Assets

$1,204,472$1,232,755

The Bank providesLIABILITIES AND STOCKHOLDERS' EQUITY

Deposits

Noninterest-Bearing

$177,336$190,928

Interest-Bearing

858,550877,0571,035,8861,067,985

Borrowed Money

Subordinated Debentures

24,22924,229

Other Borrowed Money

53,50847,50077,73771,729

Other Liabilities

2,6032,718

Stockholders' Equity

Common Stock, Par Value $1 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 liabilitiesShare; Authorized 20,000,000 Shares, Issued 8,439,258 Shares as of the balance sheet dateJune 30, 2018 and revenuesDecember 31, 2017

8,4398,439

Paid-In Capital

25,97029,145

Retained Earnings

64,64359,230

Accumulated Other Comprehensive (Loss), Net of Tax Benefits

(10,806)(6,491)88,24690,323

Total Liabilities 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.Stockholders' Equity

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 September 30, 2017, approximately 86 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) isrequired 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 Loan Losses

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 Loan Losses (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.$1,204,472$1,232,755

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 JUNE 30, 2018 AND 2017

AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

  

Three Months Ended

  

Six Months Ended

 
  

June 30, 2018

  

June 30, 2017

  

June 30, 2018

  

June 30, 2017

 

Interest Income

                

Loans, Including Fees

 $10,065  $9,733  $19,793  $19,130 

Deposits with Other Banks

  69   34   144   114 

Investment Securities

                

U.S. Government Agencies

  1,877   1,685   3,788   3,248 

State, County and Municipal

  25   30   52   60 

Corporate Debt

  29   21   57   36 

Dividends on Other Investments

  44   35   85   71 
   12,109   11,538   23,919   22,659 

Interest Expense

                

Deposits

  1,401   1,177   2,601   2,368 

Federal Funds Purchased

  1   3   1   3 

Borrowed Money

  542   542   1,023   1,010 
   1,944   1,722   3,625   3,381 
                 

Net Interest Income

  10,165   9,816   20,294   19,278 

Provision for Loan Losses

  44   -   70   335 

Net Interest Income After Provision for Loan Losses

  10,121   9,816   20,224   18,943 
                 

Noninterest Income

                

Service Charges on Deposits

  1,031   1,091   2,132   2,146 

Other Service Charges, Commissions and Fees

  822   772   1,611   1,559 

Mortgage Fee Income

  182   202   331   388 

Securities Gains (Losses)

  116   -   116   - 

Other

  173   329   568   701 
   2,324   2,394   4,758   4,794 

Noninterest Expenses

                

Salaries and Employee Benefits

  5,002   4,880   9,922   9,665 

Occupancy and Equipment

  979   991   2,025   1,951 

Other

  2,620   2,749   5,190   5,412 
   8,601   8,620   17,137   17,028 
                 

Income Before Income Taxes

  3,844   3,590   7,845   6,709 

Income Taxes

  775   1,157   1,588   2,159 

Net Income

  3,069   2,433   6,257   4,550 

Preferred Stock Dividends

  -   -   -   211 

Net Income Available to Common Stockholders

 $3,069  $2,433  $6,257  $4,339 

Net Income Per Share of Common Stock

                

Basic

 $0.36  $0.29  $0.74  $0.51 

Diluted

 $0.36  $0.28  $0.72  $0.50 

Cash Dividends Paid Per Share of Common Stock

 $0.05  $0.025  $0.10  $0.050 

Weighted Average Basic Shares Outstanding

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

Weighted Average Diluted Shares Outstanding

  8,612,352   8,630,207   8,634,865   8,632,465 

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 JUNE 30, 2018 AND 2017

AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

  

Three Months Ended

  

Six Months Ended

 
  

June 30, 2018

  

June 30, 2017

  

June 30, 2018

  

June 30, 2017

 
                 

Net Income

 $3,069  $2,433  $6,257  $4,550 
                 

Other Comprehensive Income:

                
                 

Gains (Losses) on Securities Arising During the Year

  (1,624)  1,377   (5,578)  1,586 

Tax Effect

  341   (468)  1,171   (539)

Realized Gains on Sale of AFS Securities

  116   -   116   - 

Tax Effect

  (24)  -   (24)  - 
                 

Change in Unrealized Gains (Losses) on Securities

                

Available for Sale, Net of Reclassification Adjustment and Tax Effects

  (1,191)  909   (4,315)  1,047 
                 

Comprehensive Income

 $1,878  $3,342  $1,942  $5,597 

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

SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

  

Six Months Ended

 
  

June 30, 2018

  

June 30, 2017

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net Income

 $6,257  $4,550 

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

        

Depreciation

  867   823 

Provision for Loan Losses

  70   335 

Securities (Gains)

  (116)  - 

Amortization and Accretion

  591   750 

(Gain) on Sale of Other Real Estate and Repossessions

  (120)  (93)

Provision for Losses on Other Real Estate

  157   206 

Increase in Cash Surrender Value of Life Insurance

  (261)  (305)

Loss on Sale of Premises & Equipment

  3   (15)

Other Prepaids, Deferrals and Accruals, Net

  465   1,080 
   7,913   7,331 

CASH FLOWS FROM INVESTING ACTIVITIES

        

Purchases of Investment Securities Available for Sale

  (19,257)  (41,269)

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

        

Available for Sale

  24,379   28,074 

Proceeds from Sale of Investment Securities

        

Available for Sale

  11,268   - 

Interest-Bearing Deposits in Other Banks

  (3,905)  35,357 

Net Loans to Customers

  (2,560)  (22,848)

Purchase of Premises and Equipment

  (1,869)  (531)

Proceeds from Sale of Other Real Estate and Repossessions

  1,236   2,259 

Federal Home Loan Bank Stock

  (339)  (245)

Proceeds from Sale of Premises and Equipment

  -   38 
   8,953   835 

CASH FLOWS FROM FINANCING ACTIVITIES

        

Noninterest-Bearing Customer Deposits

  (13,592)  3,869 

Interest-Bearing Customer Deposits

  (18,507)  (21,688)

Dividends Paid for Preferred Stock

  -   (316)

Dividends Paid for Common Stock

  (844)  (422)

Redemption of Preferred Stock

  -   (9,360)

Repurchase of Warrants

  (3,175)  - 

Payments on Federal Home Loan Bank Advances

  (2,500)  - 

Proceeds from Federal Home Loan Bank Advances

  10,000   5,000 

Payments on Other Borrowed Money

  (1,500)  (16)

Proceeds from Other Borrowed Money

  7   5,016 
   (30,111)  (17,917)
         

Net Decrease in Cash and Cash Equivalents

  (13,245)  (9,751)

Cash and Cash Equivalents at Beginning of Period

  23,145   28,822 

Cash and Cash Equivalents at End of Period

 $9,900  $19,071 

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)

Premises and Equipment

28,63827,639

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
Banking Premises 15-40 Straight-Line and Accelerated
Furniture and Equipment 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 (Net of Allowance of $862 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 $15,823 and $15,419$1,451 as of SeptemberJune 30, 20172018 and December 31, 2016, respectively.2017, Respectively)

3,5954,256

Other Intangible Assets


2745

Other Assets

29,32328,431

PART I (Continued)Total Assets

$1,204,472$1,232,755

Item 1 (Continued)LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits

(1)  Summary of Significant Accounting Policies (Continued)Noninterest-Bearing

$177,336$190,928

Interest-Bearing

858,550877,0571,035,8861,067,985

Comprehensive IncomeBorrowed Money

Subordinated Debentures

24,22924,229

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 asOther Borrowed Money

53,50847,50077,73771,729

Other Liabilities

2,6032,718

Stockholders' Equity

Common Stock, Par Value $1 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.

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 2016-18 requires 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 earningsShare; Authorized 20,000,000 Shares, Issued 8,439,258 Shares 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 SeptemberJune 30, 20172018 and December 31, 2016 are summarized as follows:2017

8,4398,439

Paid-In Capital

September 30, 2017

 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair Value

 
                 

Securities Available for Sale:

                

U. S. Government Agencies

                

Mortgage-Backed

 $336,376  $368  $(6,086) $330,658 

State, County & Municipal

  4,527   37   (25)  4,539 

Corporate Bonds

  2,052   8   -   2,060 

Asset Backed

  1,016   -   (24)  992 
  $343,971  $413  $(6,135) $338,249 
25,97029,145

Retained Earnings

64,64359,230

Accumulated Other Comprehensive (Loss), Net of Tax Benefits

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 
(10,806)(6,491)88,24690,323

Total Liabilities and Stockholders' Equity

$1,204,472$1,232,755

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 JUNE 30, 2018 AND 2017

AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

  

Three Months Ended

  

Six Months Ended

 
  

June 30, 2018

  

June 30, 2017

  

June 30, 2018

  

June 30, 2017

 

Interest Income

                

Loans, Including Fees

 $10,065  $9,733  $19,793  $19,130 

Deposits with Other Banks

  69   34   144   114 

Investment Securities

                

U.S. Government Agencies

  1,877   1,685   3,788   3,248 

State, County and Municipal

  25   30   52   60 

Corporate Debt

  29   21   57   36 

Dividends on Other Investments

  44   35   85   71 
   12,109   11,538   23,919   22,659 

Interest Expense

                

Deposits

  1,401   1,177   2,601   2,368 

Federal Funds Purchased

  1   3   1   3 

Borrowed Money

  542   542   1,023   1,010 
   1,944   1,722   3,625   3,381 
                 

Net Interest Income

  10,165   9,816   20,294   19,278 

Provision for Loan Losses

  44   -   70   335 

Net Interest Income After Provision for Loan Losses

  10,121   9,816   20,224   18,943 
                 

Noninterest Income

                

Service Charges on Deposits

  1,031   1,091   2,132   2,146 

Other Service Charges, Commissions and Fees

  822   772   1,611   1,559 

Mortgage Fee Income

  182   202   331   388 

Securities Gains (Losses)

  116   -   116   - 

Other

  173   329   568   701 
   2,324   2,394   4,758   4,794 

Noninterest Expenses

                

Salaries and Employee Benefits

  5,002   4,880   9,922   9,665 

Occupancy and Equipment

  979   991   2,025   1,951 

Other

  2,620   2,749   5,190   5,412 
   8,601   8,620   17,137   17,028 
                 

Income Before Income Taxes

  3,844   3,590   7,845   6,709 

Income Taxes

  775   1,157   1,588   2,159 

Net Income

  3,069   2,433   6,257   4,550 

Preferred Stock Dividends

  -   -   -   211 

Net Income Available to Common Stockholders

 $3,069  $2,433  $6,257  $4,339 

Net Income Per Share of Common Stock

                

Basic

 $0.36  $0.29  $0.74  $0.51 

Diluted

 $0.36  $0.28  $0.72  $0.50 

Cash Dividends Paid Per Share of Common Stock

 $0.05  $0.025  $0.10  $0.050 

Weighted Average Basic Shares Outstanding

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

Weighted Average Diluted Shares Outstanding

  8,612,352   8,630,207   8,634,865   8,632,465 

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 JUNE 30, 2018 AND 2017

AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

  

Three Months Ended

  

Six Months Ended

 
  

June 30, 2018

  

June 30, 2017

  

June 30, 2018

  

June 30, 2017

 
                 

Net Income

 $3,069  $2,433  $6,257  $4,550 
                 

Other Comprehensive Income:

                
                 

Gains (Losses) on Securities Arising During the Year

  (1,624)  1,377   (5,578)  1,586 

Tax Effect

  341   (468)  1,171   (539)

Realized Gains on Sale of AFS Securities

  116   -   116   - 

Tax Effect

  (24)  -   (24)  - 
                 

Change in Unrealized Gains (Losses) on Securities

                

Available for Sale, Net of Reclassification Adjustment and Tax Effects

  (1,191)  909   (4,315)  1,047 
                 

Comprehensive Income

 $1,878  $3,342  $1,942  $5,597 

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

SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

  

Six Months Ended

 
  

June 30, 2018

  

June 30, 2017

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net Income

 $6,257  $4,550 

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

        

Depreciation

  867   823 

Provision for Loan Losses

  70   335 

Securities (Gains)

  (116)  - 

Amortization and Accretion

  591   750 

(Gain) on Sale of Other Real Estate and Repossessions

  (120)  (93)

Provision for Losses on Other Real Estate

  157   206 

Increase in Cash Surrender Value of Life Insurance

  (261)  (305)

Loss on Sale of Premises & Equipment

  3   (15)

Other Prepaids, Deferrals and Accruals, Net

  465   1,080 
   7,913   7,331 

CASH FLOWS FROM INVESTING ACTIVITIES

        

Purchases of Investment Securities Available for Sale

  (19,257)  (41,269)

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

        

Available for Sale

  24,379   28,074 

Proceeds from Sale of Investment Securities

        

Available for Sale

  11,268   - 

Interest-Bearing Deposits in Other Banks

  (3,905)  35,357 

Net Loans to Customers

  (2,560)  (22,848)

Purchase of Premises and Equipment

  (1,869)  (531)

Proceeds from Sale of Other Real Estate and Repossessions

  1,236   2,259 

Federal Home Loan Bank Stock

  (339)  (245)

Proceeds from Sale of Premises and Equipment

  -   38 
   8,953   835 

CASH FLOWS FROM FINANCING ACTIVITIES

        

Noninterest-Bearing Customer Deposits

  (13,592)  3,869 

Interest-Bearing Customer Deposits

  (18,507)  (21,688)

Dividends Paid for Preferred Stock

  -   (316)

Dividends Paid for Common Stock

  (844)  (422)

Redemption of Preferred Stock

  -   (9,360)

Repurchase of Warrants

  (3,175)  - 

Payments on Federal Home Loan Bank Advances

  (2,500)  - 

Proceeds from Federal Home Loan Bank Advances

  10,000   5,000 

Payments on Other Borrowed Money

  (1,500)  (16)

Proceeds from Other Borrowed Money

  7   5,016 
   (30,111)  (17,917)
         

Net Decrease in Cash and Cash Equivalents

  (13,245)  (9,751)

Cash and Cash Equivalents at Beginning of Period

  23,145   28,822 

Cash and Cash Equivalents at End of Period

 $9,900  $19,071 

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, 2017 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 six months ended June 30, 2018 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 2018. 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 June 30, 2018, 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 started showing signs of stabilization in values 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 investment security 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) isrequired 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 Loan Losses

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 Loan Losses (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

Banking Premises

  15-40 

Straight-Line and Accelerated

Furniture and Equipment

  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 $17,349 and $17,089 as of June 30, 2018 and December 31, 2017, 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 income 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 adoption of this standard did not have a material impact on the Company’s 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 is effective for the Company on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s 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.

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 is effective for us on January 1, 2018 and did not have a significant impact on our 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.

ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220). Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU allows an entity to elect a reclassification from accumulated other comprehensive income (AOCI) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (TCJ Act). ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company elected to early adopt the provisions of ASU 2018-02 in the fourth quarter of 2017 and, as a result, reclassified $1.1 million from AOCI to retained earnings as of December 31, 2017.

(2) Investment Securities

Investment securities as of June 30, 2018 and December 31, 2017 are summarized as follows:

June 30, 2018

 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair Value

 

Securities Available for Sale:

                

U. S. Government Agencies

                

Mortgage-Backed

 $338,593  $212  $(13,809) $324,996 

State, County & Municipal

  4,040   4   (55)  3,989 

Corporate Bonds

  2,984   5   (36)  2,953 
  $345,617  $221  $(13,900) $331,938 

December 31, 2017

 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair Value

 

Securities Available for Sale:

                

U. S. Government Agencies

                

Mortgage-Backed

 $354,931  $258  $(8,466) $346,723 

State, County & Municipal

  4,493   23   (23)  4,493 

Corporate Bonds

  2,048   12   -   2,060 

Asset-Backed

  993   -   (22)  971 
  $362,465  $293  $(8,511) $354,247 


PART I (Continued)

Item 1 (Continued)

(2) Investment Securities (Continued)

The amortized cost and fair value of investment securities as of June 30, 2018, 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

 
  

Available for Sale

 
  

Amortized Cost

  

Fair Value

 
         

Due In One Year or Less

 $361  $360 

Due After One Year Through Five Years

  4,148   4,110 

Due After Five Years Through Ten Years

  1,314   1,310 

Due After Ten Years

  1,201   1,162 
  $7,024  $6,942 
         

Mortgage-Backed Securities

  338,593   324,996 
  $345,617  $331,938 

Proceeds from the sale of investments available for sale totaled $11,268 for the first six months of 2018. The sale of investments available for sale during the first six months of 2018 resulted in gross realized gains of $116 and losses of $0. The Bank did not sell any investments during the first six months of 2017. Therefore the Bank did not have any proceeds, gains or losses during the first six months of 2017.

Investment securities having a carrying value approximating $132,812 and $175,484 as of June 30, 2018 and December 31, 2017, respectively, were pledged to secure public deposits and for other purposes.

Information pertaining to securities with gross unrealized losses at June 30, 2018 and December 31, 2017 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

 
                         

June 30, 2018

                        

U. S. Government Agencies

                        

Mortgage-Backed

 $121,705  $(3,542) $193,486  $(10,267) $315,191  $(13,809)

State, County and Municipal

  2,931   (22)  843   (33)  3,774   (55)

Corporate Bonds

  909   (36)  -   -   909   (36)
  $125,545  $(3,600) $194,329  $(10,300) $319,874  $(13,900)
                         

December 31. 2017

                        

U.S. Government Agencies

                        

Mortgage-Backed

 $120,139  $(1,655) $190,196  $(6,811) $310,335  $(8,466)

State, County and Municipal

  2,598   (23)  -   -   2,598   (23)

Asset-Backed

  971   (22)  -   -   971   (22)
  $123,708  $(1,700) $190,196  $(6,811) $313,904  $(8,511)


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 June 30, 2018, 146 securities have unrealized losses which have depreciated 4.16 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 June 30, 2018 and December 31, 2017.

  

June 30, 2018

  

December 31, 2017

 

Commercial and Agricultural

        

Commercial

 $45,029  $48,122 

Agricultural

  20,037   16,443 
         

Real Estate

        

Commercial Construction

  48,909   45,214 

Residential Construction

  11,541   8,583 

Commercial

  352,063   351,172 

Residential

  187,591   194,049 

Farmland

  67,867   67,768 
         

Consumer and Other

        

Consumer

  18,746   18,956 

Other

  15,013   14,977 
         

Total Loans

 $766,796  $765,284 

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.

 

(2) Investment Securities (Continued)

The amortized cost and fair value of investment securities as of September 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

 
  

Available for Sale

 
  

Amortized Cost

  

Fair Value

 
         

Due In One Year or Less

 $318  $320 

Due After One Year Through Five Years

  4,690   4,682 

Due After Five Years Through Ten Years

  878   899 

Due After Ten Years

  1,709   1,690 
  $7,595  $7,591 
         

Mortgage-Backed Securities

  336,376   330,658 
  $343,971  $338,249 

The Bank did not sell any investments during the first nine months of 2017. Therefore the Bank did not have any proceeds, gains or losses during the first nine months of 2017. Proceeds from the sale of investments available for sale totaled $25,210 for the first nine months of 2016. The sale of investments available for sale during the first six months of 2016 resulted in gross realized gains of $392 and losses of $7.

Investment securities having a carrying value approximating $153,050 and $144,854 as of September 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 September 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

 
                         

September 30, 2017

                        

U. S. Government Agencies

                        

Mortgage-Backed

 $136,825  $(1,973) $126,175  $(4,113) $263,000  $(6,086)

State, County and Municipal

  1,423   (25)  -   -   1,423   (25)

Asset Backed

  992   (24)  -   -   992   (24)
  $139,240  $(2,022) $126,175  $(4,113) $265,415  $(6,135)
                         

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 September 30, 2017, 106 securities have unrealized losses which have depreciated 2.26 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 September 30, 2017 and December 31, 2016.

  

September 30, 2017

  

December 31, 2016

 

Commercial and Agricultural

        

Commercial

 $45,363  $47,025 

Agricultural

  25,246   17,080 
         

Real Estate

        

Commercial Construction

  36,533   30,358 

Residential Construction

  8,905   11,830 

Commercial

  346,251   349,090 

Residential

  196,332   195,580 

Farmland

  71,903   66,877 
         

Consumer and Other

        

Consumer

  18,677   19,695 

Other

  20,836   16,748 
         

Total Loans

 $770,046  $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 marginedproperly-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 SeptemberJune 30, 20172018 and December 31, 2016.2017. 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 SeptemberJune 30, 2017,2018, the Company did not have any loans classified as “doubtful” or a “loss”.

 

September 30, 2017

                

June 30, 2018

                
 

Pass

  

Special Mention

  

Substandard

  

Total Loans

  

Pass

  

Special Mention

  

Substandard

  

Total Loans

 

Commercial and Agricultural

                                

Commercial

 $43,641  $838  $884  $45,363  $43,619  $755  $655  $45,029 

Agricultural

  24,759   164   323   25,246   19,255   438   344   20,037 
                                

Real Estate

                                

Commercial Construction

  32,100   1,206   3,227   36,533   47,606   618   685   48,909 

Residential Construction

  8,707   -   198   8,905   11,541   -   -   11,541 

Commercial

  332,075   4,744   9,432   346,251   338,114   7,591   6,358   352,063 

Residential

  180,695   4,921   10,716   196,332   172,844   4,318   10,429   187,591 

Farmland

  70,111   923   869   71,903   63,869   2,039   1,959   67,867 
                                

Consumer and Other

                                

Consumer

  18,206   102   369   18,677   18,350   41   355   18,746 

Other

  20,827   9   -   20,836   15,006   7   -   15,013 
                                

Total Loans

 $731,121  $12,907  $26,018  $770,046  $730,204  $15,807  $20,785  $766,796 

 


PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

 

December 31, 2016

                

December 31, 2017

                
 

Pass

  

Special Mention

  

Substandard

  

Total Loans

  

Pass

  

Special Mention

  

Substandard

  

Total Loans

 

Commercial and Agricultural

                                

Commercial

 $44,250  $1,862  $913  $47,025  $46,469  $825  $828  $48,122 

Agricultural

  16,586   192   302   17,080   15,868   175   400   16,443 
                                

Real Estate

                                

Commercial Construction

  28,425   1,349   584   30,358   41,282   578   3,354   45,214 

Residential Construction

  11,630   -   200   11,830   8,583   -   -   8,583 

Commercial

  327,561   9,403   12,126   349,090   338,776   7,663   4,733   351,172 

Residential

  178,618   5,659   11,303   195,580   177,963   4,865   11,221   194,049 

Farmland

  65,075   839   963   66,877   66,335   444   989   67,768 
                                

Consumer and Other

                                

Consumer

  19,072   226   397   19,695   18,496   53   407   18,956 

Other

  16,748   -   -   16,748   14,969   8   -   14,977 
                                

Total Loans

 $707,965  $19,530  $26,788  $754,283  $728,741  $14,611  $21,932  $765,284 

 

A loan’sloan’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’smanagement’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 SeptemberJune 30, 20172018 and December 31, 2016:2017:

 

September 30, 2017

                        

June 30, 2018

                        
 

Accruing Loans

              

Accruing Loans

             
     

90 Days

                      

90 Days

                 
 

30-89 Days

  

or More

  

Total Accruing

  

Nonaccrual

          

30-89 Days

  

or More

  

Total Accruing

  

Nonaccrual

         
 

Past Due

  

Past Due

  

Loans Past Due

  

Loans

  

Current Loans

  

Total Loans

  

Past Due

  

Past Due

  

Loans Past Due

  

Loans

  

Current Loans

  

Total Loans

 

Commercial and Agricultural

                                                

Commercial

 $301  $-  $301  $653  $44,409  $45,363  $280  $-  $280  $367  $44,382  $45,029 

Agricultural

  75   -   75   321   24,850   25,246   177   -   177   290   19,570   20,037 
                                                

Real Estate

                                                

Commercial Construction

  56   -   56   602   35,875   36,533   354   -   354   428   48,127   48,909 

Residential Construction

  -   -   -   198   8,707   8,905   -   -   -   -   11,541   11,541 

Commercial

  1,501   -   1,501   3,146   341,604   346,251   1,382   -   1,382   1,228   349,453   352,063 

Residential

  2,917   -   2,917   2,868   190,547   196,332   2,286   -   2,286   2,140   183,165   187,591 

Farmland

  158   -   158   839   70,906   71,903   79   -   79   979   66,809   67,867 
                                                

Consumer and Other

                                                

Consumer

  242   -   242   180   18,255   18,677   112   -   112   200   18,434   18,746 

Other

  -   -   -   -   20,836   20,836   -   -   -   -   15,013   15,013 
                                                

Total Loans

 $5,250  $-  $5,250  $8,807  $755,989  $770,046  $4,670  $-  $4,670  $5,632  $756,494  $766,796 

 

December 31, 2016

                        

December 31, 2017

                        
 

Accruing Loans

              

Accruing Loans

             
     

90 Days

                      

90 Days

                 
 

30-89 Days

  

or More

  

Total Accruing

  

Nonaccrual

          

30-89 Days

  

or More

  

Total Accruing

  

Nonaccrual

         
 

Past Due

  

Past Due

  

Loans Past Due

  

Loans

  

Current Loans

  

Total Loans

  

Past Due

  

Past Due

  

Loans Past Due

  

Loans

  

Current Loans

  

Total Loans

 

Commercial and Agricultural

                                                

Commercial

 $420  $-  $420  $635  $45,970  $47,025  $329  $-  $329  $598  $47,195  $48,122 

Agricultural

  33   -   33   209   16,838   17,080   111   -   111   399   15,933   16,443 
                                                

Real Estate

                                                

Commercial Construction

  54   -   54   190   30,114   30,358   27   -   27   477   44,710   45,214 

Residential Construction

  -   -   -   -   11,830   11,830   119   -   119   -   8,464   8,583 

Commercial

  492   -   492   6,360   342,238   349,090   919   -   919   2,172   348,081   351,172 

Residential

  3,179   -   3,179   3,944   188,457   195,580   2,482   -   2,482   2,830   188,737   194,049 

Farmland

  95   -   95   800   65,982   66,877   318   -   318   839   66,611   67,768 
                                                

Consumer and Other

                                                

Consumer

  196   -   196   212   19,287   19,695   246   -   246   188   18,522   18,956 

Other

  -   -   -   -   16,748   16,748   7   -   7   -   14,970   14,977 
                                                

Total Loans

 $4,469  $-  $4,469  $12,350  $737,464  $754,283  $4,558  $-  $4,558  $7,503  $753,223  $765,284 

 


PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

The following table details impaired loan data as of September 30, 2017:

September 30, 2017

                        
  

Unpaid

                     
  

Contractual

          

Average

  

Interest

  

Interest

 
  

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

 
  

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

 
                         

With No Related Allowance Recorded

                        

Commercial

 $653  $653  $-  $642  $28  $28 

Agricultural

  342   322   -   271   5   12 

Commercial Construction

  176   176   -   163   4   5 

Residential Construction

  198   198       99   5   5 

Commercial Real Estate

  10,775   10,775   -   12,851   368   356 

Residential Real Estate

  5,506   4,718   -   4,563   156   176 

Farmland

  841   839   -   779   54   58 

Consumer

  180   179   -   186   5   5 

Other

  -   -   -   -   -   - 
                         
   18,671   17,860   -   19,554   625   645 
                         

With An Allowance Recorded

                        

Commercial

  -   -   -   -   -   - 

Agricultural

  -   -   -   -   -   - 

Commercial Construction

  497   497   69   178   22   32 

Residential Construction

  -   -   -   -   -   - 

Commercial Real Estate

  7,124   7,124   1,471   6,817   201   202 

Residential Real Estate

  37   37   21   575   (1)  2 

Farmland

  373   373   24   377   17   16 

Consumer

  -   -   -   -   -   - 

Other

  -   -   -   -   -   - 
                         
   8,031   8,031   1,585   7,947   239   252 
                         

Total

                        

Commercial

  653   653   -   642   28   28 

Agricultural

  342   322   -   271   5   12 

Commercial Construction

  673   673   69   341   26   37 

Residential Construction

  198   198   -   99   5   5 

Commercial Real Estate

  17,899   17,899   1,471   19,668   569   558 

Residential Real Estate

  5,543   4,755   21   5,138   155   178 

Farmland

  1,214   1,212   24   1,156   71   74 

Consumer

  180   179   -   186   5   5 

Other

  -   -   -   -   -   - 
                         
  $26,702  $25,891  $1,585  $27,501  $864  $897 


PART I (Continued)

Item 1 (Continued)

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

December 31, 2016

                        
  

Unpaid

                     
  

Contractual

          

Average

  

Interest

  

Interest

 
  

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

 
  

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

 
                         

With No Related Allowance Recorded

                        

Commercial

 $635  $635  $-  $539  $24  $27 

Agricultural

  229   209   -   210   9   12 

Commercial Construction

  191   191   -   698   7   7 

Residential Construction

  -   -   -   -   -   - 

Commercial Real Estate

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

Residential Real Estate

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

Farmland

  921   799   -   1,016   22   26 

Consumer

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

With An Allowance Recorded

                        

Commercial

  -   -   -   30   -   - 

Agricultural

  -   -   -   -   -   - 

Commercial Construction

  72   72   21   74   1   2 

Residential Construction

  -   -   -   -   -   - 

Commercial Real Estate

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

Residential Real Estate

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

Farmland

  380   380   29   384   21   21 

Consumer

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

Total

                        

Commercial

  635   635   -   569   24   27 

Agricultural

  229   209   -   210   9   12 

Commercial Construction

  263   263   21   772   8   9 

Residential Construction

  -   -   -   -   -   - 

Commercial Real Estate

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

Residential Real Estate

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

Farmland

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

Consumer

  212   212   -   213   10   12 
                         
  $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 SeptemberJune 30, 2016:2018:

 

September 30, 2016

                        

June 30, 2018

                        
 

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 Related Allowance Recorded

                                                

Commercial

 $646  $646  $-  $515  $15  $18  $367  $367  $-  $520  $5  $5 

Agricultural

  301   280   -   211   5   13   311   290   -   360   9   12 

Commercial Construction

  508   508   -   825   16   15   16   16   -   38   1   1 

Residential Construction

  -   -       -   -   -   -   -   -   -   -   - 

Commercial Real Estate

  16,457   16,367   -   14,274   490   480   10,201   10,201   -   11,092   235   236 

Residential Real Estate

  5,321   4,995   -   4,704   56   178   3,892   3,805   -   4,113   87   89 

Farmland

  921   919   -   1,071   (4)  1   980   978   -   896   5   7 

Consumer

  241   241       214   7   9   200   200   -   199   6   6 

Other

  -   -   -   -   -   -   -   -   -   -   -   - 
                                                
  24,395   23,956   -   21,814   585   714   15,967   15,857   -   17,218   348   356 
                                                

With An Allowance Recorded

                                                

Commercial

  -   -   -   38   -   -   -   -   -   -   -   - 

Agricultural

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

Commercial Construction

  73   73   22   74   -   -   482   482   54   487   2   2 

Residential Construction

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

Commercial Real Estate

  8,316   8,316   2,470   8,308   177   173   5,047   5,047   1,371   5,371   106   99 

Residential Real Estate

  858   851   435   936   4   6   36   36   21   60   1   1 

Farmland

  382   382   33   385   16   14   367   367   28   369   12   12 

Consumer

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

Other

  -   -   -   -   -   -   -   -   -   -   -   - 
                                                
  9,629   9,622   2,960   9,741   197   193   5,932   5,932   1,474   6,287   121   114 
                                                

Total

                                                

Commercial

  646   646   -   553   15   18   367   367   -   520   5   5 

Agricultural

  301   280   -   211   5   13   311   290   -   360   9   12 

Commercial Construction

  581   581   22   899   16   15   498   498   54   525   3   3 

Residential Construction

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

Commercial Real Estate

  24,773   24,683   2,470   22,582   667   653   15,248   15,248   1,371   16,463   341   335 

Residential Real Estate

  6,179   5,846   435   5,640   60   184   3,928   3,841   21   4,173   88   90 

Farmland

  1,303   1,301   33   1,456   12   15   1,347   1,345   28   1,265   17   19 

Consumer

  241   241   -   214   7   9   200   200   -   199   6   6 

Other

  -   -   -   -   -   -   -   -   -   -   -   - 
                                                
 $34,024  $33,578  $2,960  $31,555  $782  $907  $21,899  $21,789  $1,474  $23,505  $469  $470 

 


PART I (Continued)

Item 1 (Continued)

 

(3) Loans (Continued)

The following table details impaired loan data as of December 31, 2017:

December 31, 2017

                        
  

Unpaid

                     
  

Contractual

          

Average

  

Interest

  

Interest

 
  

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

 
  

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

 
                         

With No Related Allowance Recorded

                        

Commercial

 $599  $599  $-  $634  $33  $34 

Agricultural

  485   398   -   297   11   19 

Commercial Construction

  54   54   -   141   3   4 

Residential Contruction

  -   -       79   -   - 

Commercial Real Estate

  12,637   12,637   -   12,808   560   550 

Residential Real Estate

  4,978   4,580   -   4,566   212   227 

Farmland

  840   839   -   791   54   58 

Consumer

  188   188   -   186   9   9 
                         
   19,781   19,295   -   19,502   882   901 
                         

With An Allowance Recorded

                        

Commercial

  -   -   -   -   -   - 

Agricultural

  -   -   -   -   -   - 

Commercial Construction

  493   493   66   241   23   33 

Residential Contruction

  -   -   -   -   -   - 

Commercial Real Estate

  5,729   5,729   1,713   6,599   229   237 

Residential Real Estate

  109   109   27   482   4   7 

Farmland

  371   371   21   376   22   22 

Consumer

  -   -   -   -   -   - 
                         
   6,702   6,702   1,827   7,698   278   299 
                         

Total

                        

Commercial

  599   599   -   634   33   34 

Agricultural

  485   398   -   297   11   19 

Commercial Construction

  547   547   66   382   26   37 

Residential Contruction

  -   -   -   79   -   - 

Commercial Real Estate

  18,366   18,366   1,713   19,407   789   787 

Residential Real Estate

  5,087   4,689   27   5,048   216   234 

Farmland

  1,211   1,210   21   1,167   76   80 

Consumer

  188   188   -   186   9   9 
                         
  $26,483  $25,997  $1,827  $27,200  $1,160  $1,200 


PART I (Continued)

Item 1 (Continued)

(3) Loans (Continued)

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

June 30, 2017

                        
  

Unpaid

                     
  

Contractual

          

Average

  

Interest

  

Interest

 
  

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

 
  

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

 
                         

With No Related Allowance Recorded

                        

Commercial

 $608  $608  $-  $639  $11  $15 

Agricultural

  370   349   -   254   11   13 

Commercial Construction

  102   102   -   159   1   1 

Residential Construction

  199   199   -   66   5   5 

Commercial Real Estate

  10,454   10,454   -   13,543   226   222 

Residential Real Estate

  5,667   4,871   -   4,511   98   115 

Farmland

  679   678   -   759   56   56 

Consumer

  149   149   -   188   3   3 
                         
   18,228   17,410   -   20,119   411   430 
                         

With An Allowance Recorded

                        

Commercial

  -   -   -   -   -   - 

Agricultural

  -   -   -   -   -   - 

Commercial Construction

  71   71   4   72   2   2 

Residential Construction

  -   -   -   -   -   - 

Commercial Real Estate

  7,169   7,169   1,517   6,714   135   134 

Residential Real Estate

  49   41   20   755   (2)  2 

Farmland

  376   376   26   378   11   11 

Consumer

  -   -   -   -   -   - 
                         
   7,665   7,657   1,567   7,919   146   149 
                         

Total

                        

Commercial

  608   608   -   639   11   15 

Agricultural

  370   349   -   254   11   13 

Commercial Construction

  173   173   4   231   3   3 

Residential Construction

  199   199   -   66   5   5 

Commercial Real Estate

  17,623   17,623   1,517   20,257   361   356 

Residential Real Estate

  5,716   4,912   20   5,266   96   117 

Farmland

  1,055   1,054   26   1,137   67   67 

Consumer

  149   149   -   188   3   3 
                         
  $25,893  $25,067  $1,567  $28,038  $557  $579 


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 SeptemberJune 30, 2017.2018. The following tables present the number ofCompany had no loan contracts restructured during the three month period ended and ninethe six month period ended SeptemberJune 30, 20172018 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.2017. 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 September 30, 2017

Nine Months Ended September 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 September 30, 2016

  

Nine Months Ended September 30, 2016

 

Troubled Debt Restructurings

                        
  

# of Contracts

  

Pre-Modification

  

Post-Modification

  

# of Contracts

  

Pre-Modification

  

Post-Modification

 
                         

Residential Real Estate

  -  $-  $-   1  $91  $91 
                         

Total Loans

  -  $-  $-   1  $91  $91 

 

The companyCompany did not have any TDRs that subsequently defaulted for the three months ended June 30, 2018 and ninehad one loan that subsequently defaulted during the six months ended SeptemberJune 30, 2017.2018. The loan totaling $131 thousand failed to continue to perform as agreed and was moved to non-accrual status.

 


PART I (Continued)

Item 1 (Continued)

 

(4) Allowance for Loan Losses

 

The following tablestables detail activity in the allowance for loan losses, segregated by class of loan, for the ninesix month period ended SeptemberJune 30, 20172018 and SeptemberJune 30, 2016.2017. 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.

 

September 30, 2017

                    

June 30, 2018

                    
 

Beginning

              

Ending

  

Beginning

              

Ending

 
 

Balance

  

Charge-Offs

  

Recoveries

  

Provision

  

Balance

  

Balance

  

Charge-Offs

  

Recoveries

  

Provision

  

Balance

 
                                        

Commercial and Agricultural

                                        

Commercial

 $456  $(215) $124  $71  $436  $447  $(116) $85  $28  $444 

Agricultural

  168   (160)  3   238   249   186   (123)  7   192   262 
                                        

Real Estate

                                        

Commercial Construction

  323   (49)  241   473   988   1,216   -   38   (1,172)  82 

Residential Construction

  13   -   -   (7)  6   -   -   -   -   - 

Commercial

  5,751   (966)  523   (1,085)  4,223   3,874   (258)  37   753   4,406 

Residential

  1,396   (648)  47   334   1,129   968   (89)  75   112   1,066 

Farmland

  722   (61)  2   209   872   780   -   9   79   868 
                                        

Consumer and Other

                                        

Consumer

  80   (184)  60   100   56   34   (135)  49   82   30 

Other

  14   -   2   2   18   3   -   2   (4)  1 
                                        
 $8,923  $(2,283) $1,002  $335  $7,977  $7,508  $(721) $302  $70  $7,159 

 


June 30, 2017

                    
  

Beginning

              

Ending

 
  

Balance

  

Charge-Offs

  

Recoveries

  

Provision

  

Balance

 
                     

Commercial and Agricultural

                    

Commercial

 $456  $(124) $100  $(7) $425 

Agricultural

  168   (4)  2   72   238 
                     

Real Estate

                    

Commercial Construction

  323   (49)  162   334   770 

Residential Construction

  13   -   -   (2)  11 

Commercial

  5,751   (966)  302   (424)  4,663 

Residential

  1,396   (605)  33   148   972 

Farmland

  722   -   -   137   859 
                     

Consumer and Other

                    

Consumer

  80   (117)  51   70   84 

Other

  14   -   -   7   21 
                     
  $8,923  $(1,865) $650  $335  $8,043 

PART I (Continued)

Item 1 (Continued)

(4) Allowance for Loan Losses (Continued)

September 30, 2016

                    
  

Beginning

              

Ending

 
  

Balance

  

Charge-Offs

  

Recoveries

  

Provision

  

Balance

 
                     

Commercial and Agricultural

                    

Commercial

 $855  $(291) $54  $(127) $491 

Agricultural

  203   (18)  3   93   281 
                     

Real Estate

                    

Commercial Construction

  691   (25)  813   (1,021)  458 

Residential Construction

  20   -   -   2   22 

Commercial

  3,851   (992)  197   2,231   5,287 

Residential

  1,990   (243)  32   (114)  1,665 

Farmland

  912   -   137   (187)  862 
                     

Consumer and Other

                    

Consumer

  63   (180)  44   176   103 

Other

  19   -   6   9   34 
                     
  $8,604  $(1,749) $1,286  $1,062  $9,203 

During the first quarter of 2017 Company management completed 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.  As of September 30, 2017, this change in the historical loss period resulted in an increase to the allowance for loan losses of $191.

 

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.

 


PART I (Continued)

Item 1 (Continued)

(4) Allowance for Loan Losses (Continued)

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 SeptemberJune 30, 2017,2018, there were 155125 impaired loans totaling $4.5$3.1 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 SeptemberJune 30, 2016,2017, there were 160153 impaired loans totaling $4.6$4.3 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 $12.68$9.55 million and $12.45$13.04 million as of SeptemberJune 30, 20172018 and 2016,2017, respectively. Specific allowance allocations were made for these loans totaling $1.49$1.30 million and $742 thousand$1.19 million as of SeptemberJune 30, 20172018 and 2016,2017, 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(4) Allowance for Loan Losses (Continued)

 

The following tables present breakdowns of the allowance for loan losses, segregated by impairment methodology for SeptemberJune 30, 20172018 and 2016:2017:

 

September 30, 2017

                        

June 30, 2018

                        
 

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

 $-  $436  $436  $77  $45,286  $45,363  $-  $444  $444  $77  $44,952  $45,029 

Agricultural

  -   249   249   5   25,241   25,246   -   262   262   5   20,032   20,037 
                                                

Real Estate

                                                

Commercial Construction

  69   919   988   497   36,036   36,533   54   28   82   481   48,428   48,909 

Residential Construction

  -   6   6   -   8,905   8,905   -   -   -   -   11,541   11,541 

Commercial

  1,471   2,752   4,223   17,605   328,646   346,251   1,371   3,035   4,406   15,187   336,876   352,063 

Residential

  21   1,108   1,129   2,204   194,128   196,332   21   1,045   1,066   1,910   185,681   187,591 

Farmland

  24   848   872   1,038   70,865   71,903   28   840   868   1,032   66,835   67,867 
                                                

Consumer and Other

                                                

Consumer

  -   56   56   -   18,677   18,677   -   30   30   -   18,746   18,746 

Other

  -   18   18   -   20,836   20,836   -   1   1   -   15,013   15,013 
                                                

Total End of Period Balance

 $1,585  $6,392  $7,977  $21,426  $748,620  $770,046  $1,474  $5,685  $7,159  $18,692  $748,104  $766,796 

 

September 30, 2016

                        

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

 $-  $491  $491  $8  $45,765  $45,773  $-  $425  $425  $33  $44,850  $44,883 

Agricultural

  -   281   281   -   26,547   26,547   -   238   238   5   21,805   21,810 
                                                

Real Estate

                                                

Commercial Construction

  22   436   458   380   33,344   33,724   4   766   770   72   35,079   35,151 

Residential Construction

  -   22   22   -   10,325   10,325   -   11   11   -   9,230   9,230 

Commercial

  2,470   2,817   5,287   24,363   325,029   349,392   1,517   3,146   4,663   17,292   338,509   355,801 

Residential

  435   1,230   1,665   3,200   191,845   195,045   20   952   972   2,336   198,236   200,572 

Farmland

  33   829   862   1,047   72,754   73,801   26   833   859   1,040   69,154   70,194 
                                                

Consumer and Other

                                                

Consumer

  -   103   103   -   20,378   20,378   -   84   84   -   19,134   19,134 

Other

  -   34   34   -   21,132   21,132   -   21   21   -   18,791   18,791 
                                                

Total End of Period Balance

 $2,960  $6,243  $9,203  $28,998  $747,119  $776,117  $1,567  $6,476  $8,043  $20,778  $754,788  $775,566 

 


PART I (Continued)

Item 1 (Continued)

 

(5) Other Real Estate Owned

 

The aggregate carrying amount of Other Real Estate Owned (OREO) at SeptemberJune 30, 20172018 and December 31, 20162017 was $4,520$3,595 and $6,439,$4,256, 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 ninesix months ended SeptemberJune 30, 20172018 and the year ended December 31, 2016.2017.

 

 

Nine Months Ended

  

Twelve Months Ended

  

Six Months Ended

  

Twelve Months Ended

 
 

September 30, 2017

  

December 31, 2016

  

June 30, 2018

  

December 31, 2017

 
                

Balance, Beginning

 $6,439  $8,839  $4,256  $6,439 
                

Additions

  1,345   5,664   597   1,725 

Sales of OREO

  (3,121)  (7,416)  (1,215)  (3,787)

Gains (Losses) on Sale

  113   (146)  114   213 

Provision for Losses

  (256)  (502)  (157)  (334)
                

Balance, Ending

 $4,520  $6,439  $3,595  $4,256 

 

At SeptemberJune 30, 2017,2018, the Company held $674$551 thousand of residential real estate property as foreclosed property compared to $431$479 thousand as of December 31, 2016.2017.  Also at SeptemberJune 30, 2017, $932018, $65 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, 2016,2017, only $204$184 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(6) Deposits

 

The aggregate amount of overdrawn deposit accounts reclassified as loan balances totaled $435totaled $421 and $414$475 as of SeptemberJune 30, 20172018 and December 31, 2016.2017.

 

Components of interest-bearing deposits as of September June 30, 20172018 and December 31, 20162017 are as follows:

 

 

Nine Months Ended

  

Twelve Months Ended

  

Six Months Ended

  

Twelve Months Ended

 
 

September 30, 2017

  

December 31, 2016

  

June 30, 2018

  

December 31, 2017

 
                

Interest-Bearing Demand

 $433,210  $448,004  $457,538  $458,717 

Savings

  77,551   70,066   80,167   78,172 

Time, $250,000 and Over

  34,236   32,168   40,521   38,920 

Other Time

  312,560   335,060   280,324   301,248 
 $857,557  $885,298  $858,550  $877,057 

 

At SeptemberJune 30, 20172018 and December 31, 2016,2017, the Company had brokered deposits of $49,632$51,784 and $49,303,$46,329, 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 $29,163$30,957 and $25,446$32,152 as of SeptemberJune 30, 20172018 and December 31, 2016,2017, respectively. The aggregate amount of certificates of deposit, each with a minimum deposit of $250,000 was $34,236$40,521 and $32,168$38,920 as of SeptemberJune 30, 20172018 and December 31, 2016.2017.

 


PART I (Continued)

Item 1 (Continued)

 

(6(6) Deposits (Continued)

 

As of SeptemberJune 30, 20172018 and December 31, 2016,2017, the scheduled maturities of certificates of deposits are as follows:

 

Maturity

 

September 30, 2017

  

December 31, 2016

  

June 30, 2018

  

December 31, 2017

 

One Year and Under

 $255,989  $256,886  $229,998  $255,575 

One to Three Years

  69,454   85,794   68,530   63,327 

Three Years and Over

  21,353   24,548   22,317   21,266 
 $346,796  $367,228  $320,845  $340,168 

 

(7) Other Borrowed Money

 

Other borrowedborrowed money at SeptemberJune 30, 20172018 and December 31, 20162017 is summarized as follows:

 

 September 30, 2017  December 31, 2016  

June 30, 2018

  

December 31, 2017

 
Federal Home Loan Bank Advances $51,000  $46,000  $53,500  $46,000 
Other Borrowings  5,000   -   8   1,500 
 $56,000  $46,000  $53,508  $47,500 

 

Advances from the Federal Home Loan Bank (FHLB) havehave maturities ranging from 20172019 to 20262028 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 SeptemberJune 30, 20172018 the book value of those loans pledged is $112,553.$110,317. At SeptemberJune 30, 20172018 the Company had remaining credit availability from the FHLB of $248,160.$250,614. The Company may be required to pledge additional qualifying collateral in order to utilize the full amount of the remaining credit line.

 

TheIn 2017, 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 prime plus 0.75 percent, currently 5.004.75 percent. The loan was paid off in January 2018.

 

The aggregateaggregate stated maturities of other borrowed money at SeptemberJune 30, 20172018 are as follows:

 

Year

 

Amount

  

Amount

 

2017

 $10,000 

2018

  2,500  $5,008 

2019

  5,000   5,000 

2020

  2,500   2,500 

After 2020

  36,000 

2021

  - 

2022

  27,000 
After 2022  14,000 
 $56,000  $53,508 


The Company also has available federal funds lines of credit with various financial institutions totaling $43,500, none of which were outstanding at SeptemberJune 30, 2017.2018.

 

TheThe 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 SeptemberJune 30, 2017,2018, 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 onas of March 31, 2017. As a result, there is no outstanding Preferred Stock as of September 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. The Warrant was repurchased by the Company on June 5, 2018, for $3.2 million. 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 induring 2013.


PART I (Continued)

Item 1 (Continued)

(8) Preferred Stock and Warrants (Continued) The Company currently has no outstanding warrants as of June 30, 2018.

 

The Preferred Stock qualifiedqualified 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 was redeemablecould have been redeemed by the Company at the liquidation preference of $1,000 per share, plus any accrued and unpaid dividends. The Warrant could behave been exercised on or before January 9, 2019 at an exercise price of $8.40 per share. No voting rights may becould have been 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   1.32111   2.68   4.00111 

6/14/2034

 

6/17/2009

 

6/17/2004

 $4,640   2.33469  2.68  5.01469 

6/14/2034

 

6/17/2009

 

Colony Bankcorp Capital Trust I

 

4/13/2006

  5,155   1.33500   1.50   2.83500 

4/13/2036

 

4/13/2011

 

4/13/2006

  5,155   2.33738  1.50  3.83738 

4/13/2036

 

4/13/2011

 

Colony Bankcorp Capital Trust II

 

3/12/2007

  9,279   1.33500   1.65   2.98500 

3/12/2037

 

3/12/2012

 

3/12/2007

  9,279   2.33738  1.65  3.98738 

3/12/2037

 

3/12/2012

 

Colony Bankcorp Capital Trust III

 

9/14/2007

  5,155   1.31111   1.40   2.71111 

9/14/2037

 

9/14/2012

 

9/14/2007

  5,155   2.35878  1.40  3.75878 

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 offeringsofferings 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.

 

(1(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’sCompany’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 SeptemberJune 30, 20172018 and December 31, 20162017 the following financial instruments were outstanding whose contract amounts represent credit risk:

 

 

Contract Amount

 
      

Contract Amount

 
 

September 30, 2017

  

December 31, 2016

  

June 30, 2018

  

December 31, 2017

 
                

Loan Commitments

 $91,744  $71,359  $107,248  $96,374 

Letters of Credit

  1,566   1,551   1,428   1,536 

 

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. The

commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do notnot 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 issuedissued 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.

 

Legal Contingencies. 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)

(1(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 active markets.

Level 2

inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term 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)

 

Disclosures(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 SeptemberJune 30, 20172018 and December 31, 20162017 are as follows:

 

 

Fair Value Measurements at

  

Fair Value Measurements at

 
 

September 30, 2017

  

June 30, 2018

 
 

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

 $31,600  $31,600  $31,600  $-  $-  $48,473  $48,473  $48,473  $-  $- 

Investment Securities Available for Sale

  338,249   338,249   -   338,019   230   331,938   331,938   -   325,113   6,825 

Federal Home Loan Bank Stock

  3,255   3,255   3,255   -   -   3,382   3,382   3,382   -   - 

Loans, Net

  761,639   761,831   -   755,385   6,446   759,096   756,565   -   752,107   4,458 

Bank-Owned Life Insurance

  15,823   15,823   15,823   -   -   17,349   17,349   17,349   -   - 
                                        

Liabilities

                                        

Deposits

  1,020,263   1,020,647   673,468   347,179   -   1,035,886   1,036,148   715,041   321,107   - 

Subordinated Debentures

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

Other Borrowed Money

  56,000   56,251   -   56,251   -   53,508   53,490   -   53,490   - 

 

 

Fair Value Measurements at

  

Fair Value Measurements at

 
 

December 31, 2016

  

December 31, 2017

 
 

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  $-  $-  $57,813  $57,813  $57,813  $-  $- 

Investment Securities Available for Sale

  323,658   323,658   -   323,082   576   354,247   354,247   -   346,950   7,297 

Federal Home Loan Bank Stock

  3,010   3,010   3,010   -   -   3,043   3,043   3,043   -   - 

Loans, Net

  744,999   745,240   -   738,288   6,952   757,281   757,163   -   752,287   4,876 

Bank-Owned Life Insurance

  15,419   15,419   15,419   -   -   17,089   17,089   17,089   -   - 
                                        

Liabilities

                                        

Deposits

  1,044,357   1,045,726   677,129   368,597   -   1,067,985   1,068,392   727,818   340,574   - 

Subordinated Debentures

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

Other Borrowed Money

  46,000   46,232   -   46,232   -   47,500   47,626   -   47,626   - 

 

Fair

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.


PART I (Continued)

Item 1 (Continued)

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

These estimates are subjective in nature and involve uncertainties and

matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. 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.


PART I (Continued)

Item 1 (Continued)

 

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

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 SeptemberJune 30, 20172018 and December 31, 2016,2017, 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 SeptemberJune 30, 2018 and at December 31, 2017. Those impaired loans and other real estate properties are shown net of the related specific reserves and valuation allowances.

 


      

Fair Value Measurements at Reporting Date Using

 
      

Quoted Prices in

      

Significant

 
      

Active Markets for

  

Significant Other

  

Unobservable

 
  

Total Fair

  

Identical Assets

  

Observable

  

Inputs

 

June 30, 2018

 

Value

  

(Level 1)

  

Inputs (Level 2)

  

(Level 3)

 
                 

Recurring Securities Available for Sale

                

U.S. Government Agencies

                

Mortgage-Backed

 $324,996  $-  $320,430  $4,566 

State, County and Municipal

  3,989   -   3,774   215 

Corporate Bonds

  2,953       909   2,044 
  $331,938  $-  $325,113  $6,825 
                 

Nonrecurring

                

Impaired Loans

 $4,458  $-  $-  $4,458 
                 

Other Real Estate

 $1,642  $-  $-  $1,642 

 

PART I (Continued)

Item 1 (Continued)

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

      

Fair Value Measurements at Reporting Date Using

 
      

Quoted Prices in

      

Significant

 
      

Active Markets for

  

Significant Other

  

Unobservable

 
  

Total Fair

  

Identical Assets

  

Observable

  

Inputs

 

September 30, 2017

 

Value

  

(Level 1)

  

Inputs (Level 2)

  

(Level 3)

 
                 

Recurring Securities Available for Sale

                

U.S. Government Agencies

                

Mortgage-Backed

 $330,658  $-  $330,658  $- 

State, County and Municipal

  4,539   -   4,309   230 

Corporate Bonds

  2,060   -   2,060   - 

Asset Backed

  992   -   992   - 
  $338,249  $-  $338,019  $230 
                 

Nonrecurring

                

Impaired Loans

 $6,446  $-  $-  $6,446 
                 

Other Real Estate

 $1,625  $-  $-  $1,625 

      

Fair Value Measurements at Reporting Date Using

 
      

Quoted Prices in

      

Significant

 
      

Active Markets for

  

Significant Other

  

Unobservable

 
  

Total Fair

  

Identical Assets

  

Observable

  

Inputs

 

December 31, 2016

 

Value

  

(Level 1)

  

Inputs (Level 2)

  

(Level 3)

 
                 

Recurring Securities Available for Sale

                

U.S. Government Agencies

                

Mortgage-Backed

 $319,097  $-  $319,097  $- 

State, County and Municipal

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

Nonrecurring

                

Impaired Loans

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

Other Real Estate

 $2,505  $-  $-  $2,505 

      

Fair Value Measurements at Reporting Date Using

 
      

Quoted Prices in

      

Significant

 
      

Active Markets for

  

Significant Other

  

Unobservable

 
  

Total Fair

  

Identical Assets

  

Observable

  

Inputs

 

December 31, 2017

 

Value

  

(Level 1)

  

Inputs (Level 2)

  

(Level 3)

 
                 

Recurring Securities Available for Sale

                

U.S. Government Agencies

                

Mortgage-Backed

 $346,723  $-  $341,701  $5,022 

State, County and Municipal

  4,493   -   4,277   216 

Corporate

  2,060       -   2,060 

Asset-Backed

  971       971   - 
                 
  $354,247  $-  $346,949  $7,298 
                 

Nonrecurring

                

Impaired Loans

 $4,876  $-  $-  $4,876 
                 

Other Real Estate

 $2,015  $-  $-  $2,015 

 

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 SeptemberJune 30, 20172018 and December 31, 2016.2017. This table is comprised primarily of collateral dependent impaired loans and other real estate owned:

 

 

September 30, 2017

 

Valuation

Techniques

 

Unobservable

Inputs

 

Range

Weighted Avg

    

Valuation

 

Unobservable

 

Range

 
            

June 30, 2018

 

Techniques

 

Inputs

 

Weighted Avg

 
                       

Real Estate

                       

Commercial Construction

 $428 

Sales Comparison

 

Adjustment for Differences

  (16.00)%-1975.00% $427 

Sales Comparison

 

Adjustment for Differences

  (16.00)%-1975.00% 
      

Between the Comparable Sales

  979.50%      

Between the Comparable Sales

  979.50%  
                       
      

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

  16 

Sales Comparison

 

Adjustment for Differences

  (43.30)%-83.30%  15 

Sales Comparison

 

Adjustment for Differences

  (43.30)%-66.70% 
      

Between the Comparable Sales

  20.00%      

Between the Comparable Sales

  11.70%  
                       
      

Management Adjustments for

  10.00%-25.00%      

Management Adjustments for

  10.00%-25.00% 
      

Age of Appraisals and/or Current

  17.50%      

Age of Appraisals and/or Current

  17.50%  
      

Market Conditions

         Market Conditions     
                       

Commercial Real Estate

  5,653 

Sales Comparison

 

Management Adjustments for

  0.00%-10.00%  3,676 

Income Approach

 

Capitalization Rate

  10.75%  
      

Age of Appraisals and/or Current

  5.00%            
      

Market Conditions

          

Management Adjustments for

  0.00%-10.00% 
                 

Age of Appraisals and/or Current

  5.00%  
    

Income Approach

 

Capitalization Rate

  10.67%      Market Conditions      
                      

Farmland

  349 

Sales Comparison

 

Adjustment for Differences

  (71.00)%-88.70%  340 

Sales Comparison

 

Adjustment for Differences

  (71.00)%-88.70% 
      

Between the Comparable Sales

  8.85%      

Between the Comparable Sales

  8.85%  
                       
      

Management Adjustments for

  10.00%-75.00%      

Management Adjustments for

  10.00%-80.00% 
      

Age of Appraisals and/or Current

  42.50%      

Age of Appraisals and/or Current

  45.00%  
      

Market Conditions

         Market Conditions     
                       

Other Real Estate Owned

  1,625 

Sales Comparison

 

Adjustment for Differences

  (34.01)%-35.00%  1,642 

Sales Comparison

 

Adjustment for Differences

  (47.60)%-25.02% 
      

Between the Comparable Sales

  0.50%      

Between the Comparable Sales

  (11.29)%  
                       
      

Management Adjustments for

  1.60%-81.32%      

Management Adjustments for

  9.82%-81.21% 
      

Age of Appraisals and/or Current

  29.15%      

Age of Appraisals and/or Current

  35.90%  
      

Market Conditions

         Market Conditions     
            
    

Income Approach

 

Discount Rate

  10.00%  

 


PART I (Continued)

Item 1 (Continued)

  

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

 

 December 31, 

Valuation

 

Unobservable

 

Range

 
 

December 31, 2016

 

Valuation

Techniques

 

Unobservable

Inputs

 

Range

Weighted Avg

 

2017

 

Techniques

 

Inputs

 

Weighted Avg

 
                      

Real Estate

                       

Commercial Construction

 $51 

Sales Comparison

 

Adjustment for Differences

  (5.00)%-99.00% $427 

Sales Comparison

 

Adjustment for Differences

  (16.00)%-1,975.00% 
      

Between the Comparable Sales

  47.00%      

Between the Comparable Sales

  979.50%  
                       
      

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

  1,105 

Sales Comparison

 

Adjustment for Differences

  (22.00)%-0.00%  82 

Sales Comparison

 

Adjustment for Differences

  (43.30)%-83.30% 
      

Between the Comparable Sales

  (11.00)%      

Between the Comparable Sales

  20.00%  
                       
      

Management Adjustments for

  0.00%-40.00%      

Management Adjustments for

  0.00%-25.00% 
      

Age of Appraisals and/or Current

  20.00%      

Age of Appraisals and/or Current

  12.50%  
      

Market Conditions

          

Market Conditions

     
                       

Commercial Real Estate

  5,445 

Sales Comparison

 

Adjustment for differences

  (14.08)%-24.62%  4,017 

Income Approach

 

Management Adjustments for

  0.00%-10.00% 
      

Between the comparable Sales

  5.27%      

Age of Appraisals and/or Current

  5.005  
                 

Market Conditions

     
      

Management Adjustments for

  0.00%-100.00%            
      

Age of Appraisals and/or Current

  50.00%      

Capitalization Rate

  10.75%  
      

Market Conditions

                
           
    

Income Approach

 

Capitalization Rate

  10.67%
           

Farmland

  351 

Sales Comparison

 

Adjustment for Differences

  (27.00)%-15.00%  350 

Sales Comparison

 

Adjustment for Differences

  (71.00)%-88.70% 
      

Between the Comparable Sales

  (6.00)%      

Between the Comparable Sales

  8.85%  
                       
      

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

  2,505 

Sales Comparison

 

Adjustment for Differences

  (50.80)%-316.00%  2,015 

Sales Comparison

 

Adjustment for Differences

  (22.74)%-15.00% 
      

Between the Comparable Sales

  132.60%      

Between the Comparable Sales

  (3.87)%  
                       
      

Management Adjustment for

  6.25%-76.92%      

Management Adjustment for

  5.44%-87.24% 
      

Age of Appraisals and/or Current

  36.31%      

Age of Appraisals and/or Current

  24.44%  
      

Market Conditions

          

Market Conditions

     
                       
    

Income Approach

 

Discount Rate

  12.50%    

Income Approach

 

Capitalization Rate

  10.00%  

 


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 ninesix months ended SeptemberJune 30, 20172018 and the twelve months ended December 31, 2016.2017.

 

  

Available for Sale Securities

 
  

September 30, 2017

  

December 31, 2016

 
         

Balance, Beginning

 $576  $930 

Transfers out of Level 3

  -   - 

Maturities

  (345)  (330)

Loss on OTTI Impairment Included in Noninterest Income

  -   - 

Unrealized Gains included in Other Comprehensive Income (Loss)

  (1)  (24)
         
         

Balance, Ending

 $230  $576 

  

Available for Sale Securities

 
  

June 30, 2018

  

December 31, 2017

 
         

Balance, Beginning

 $7,298  $576 

Transfers out of Level 3

  -   - 

Maturities

  -   (360)

Loss on OTTI Impairment Included in Noninterest Income

  -   - 

Purchases

  -   7,070 

Paydowns

  (327)  - 

Unrealized Gains included in Other Comprehensive Income (Loss)

  (146)  12 
         
         

Balance, Ending

 $6,825  $7,298 

 

The Company’sCompany’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 ninesix months ended SeptemberJune 30, 20172018 and the twelve months ended December 31, 2016.2017.

 

The following table presents quantitative information about recurring level 3 fair value measurements as of September June 30, 2017.2018.

 

     

Valuation

 

Unobservable

 

Range

 
  

Fair Value

 

Techniques

 

Inputs

 

Weighted Avg

 
            

State, County and Municipal

 $230 

Discounted Cash Flow

 

Discount Rate

  N/A* 
       

Unobservable

 

Range

 

June 30, 2018

 

Fair Value

 

Valuation Techniques

 

Inputs

 

(Weighted Avg)

 
           

State, County and Municipal

 $215 

Discounted Cash Flow

 

Discount Rate

 N/A* 
       

or Yield

   
           

U. S. Government Agencies

  4,566 

Fundamental Analysis

 

Discount Rate

 N/A* 

Mortgage -Backed

      

or Yield

   
           

Corporate

  2,044 

Option Pricing

 

Discount Rate

 N/A* 
       

or Yield

   

 

* 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’sCompany’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.


PART I (Continued)

Item 1 (Continued)

(12) Regulatory Capital Matters (Continued)

 

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 SeptemberJune 30, 2017,2018, 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 SeptemberJune 30, 2017,2018, 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 SeptemberJune 30, 20172018 and December 31, 20162017 on a consolidated basis and for the subsidiary, as defined.  Regulatory capital ratios for SeptemberJune 30, 20172018 and December 31, 20162017 were calculated in accordance with the Basel III rules.

 

 

Actual

  

For Capital Adequacy

Purposes

  

To Be Well Capitalized

Under Prompt Corrective

Action Provisions

                  

To Be Well

 
 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

                  

Capitalized Under

 

As of September 30, 2017

                        
         

For Capital

  

Prompt Corrective

 
 

Actual

  

Adequacy Purposes

  

Action Provisions

 
 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

As of June 30, 2018

                        
                                                

Total Capital to Risk-Weighted Assets

                                                

Consolidated

 $126,812   15.75% $64,398   8.00%  N/A   N/A  $129,684   15.74% $65,913   8.00%  N/A   N/A 

Colony Bank

  129,973   16.17   64,312   8.00  $80,390   10.00%  125,819   15.29   65,820   8.00  $82,275   10.00%
                                                

Tier I Capital to Risk-Weighted Assets

                                                

Consolidated

  118,835   14.76   48,299   6.00   N/A   N/A   122,525   14.81   49,434   6.00   N/A   N/A 

Colony Bank

  121,996   15.18   48,234   6.00   64,312   8.00   118,660   14.42   49,365   6.00   65,820   8.00 
                                                

Common Equity Tier I Capital to Risk-Weighted Assets

                                                

Consolidated

  95,335   11.84   36,224   4.50   N/A   N/A   99,025   12.02   37,076   4.50   N/A   N/A 

Colony Bank

  121,996   15.18   36,175   4.50   52,253   6.50   118,660   14.42   37,024   4.50   53,479   6.50 
               ��                                

Tier I Capital to Average Assets

                                                

Consolidated

  118,835   9.91   47,978   4.00   N/A   N/A   122,525   10.17   48,172   4.00   N/A   N/A 

Colony Bank

  121,996   10.19   47,906   4.00   59,882   5.00   118,660   9.87   48,096   4.00   60,120   5.00 

 


PART I (Continued)

Item 1 (Continued)

 

(12) Regulatory Capital Matters (Continued)

 

 

Actual

  

For Capital Adequacy

Purposes

  

To Be Well Capitalized

Under Prompt Corrective

Action Provisions

                  

To Be Well

 
 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

                  

Capitalized Under

 

As of December 31, 2016

                        
         

For Capital

  

Prompt Corrective

 
 

Actual

  

Adequacy Purposes

  

Action Provisions

 
 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

As of December 31, 2017

                        
                                                

Total Capital to Risk-Weighted Assets

                                                

Consolidated

 $130,785   16.64% $62,880   8.00%  N/A   N/A  $127,786   15.56% $65,718   8.00%  N/A   N/A 

Colony Bank

  127,646   16.26   62,796   8.00  $78,495   10.00%  127,470   15.54   65,628   8.00  $82,036   10.00%
                                                

Tier I Capital to Risk-Weighted Assets

                                                

Consolidated

  121,862   15.50   47,160   6.00   N/A   N/A   120,279   14.64   49,289   6.00   N/A   N/A 

Colony Bank

  118,723   15.12   47,097   6.00   62,796   8.00   119,963   14.62   49,221   6.00   65,628   8.00 
                                                

Common Equity Tier I Capital to Risk-Weighted Assets

                                                

Consolidated

  89,002   11.32   35,370   4.50   N/A   N/A   96,779   11.78   36,967   4.50   N/A   N/A 

Colony Bank

  118,723   15.12   35,323   4.50   51,022   6.50   119,963   14.62   36,916   4.50   53,323   6.50 
                                                

Tier I Capital to Average Assets

                                                

Consolidated

  121,862   10.29   47,368   4.00   N/A   N/A   120,279   9.89   48,635   4.00   N/A   N/A 

Colony Bank

  118,723   10.04   47,290   4.00   59,113   5.00   119,963   9.88   48,566   4.00   60,708   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 ninesix month period ended SeptemberJune 30, 20172018 and 2016.2017.

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

September 30

  

September 30

  

June 30

  

June 30

 
 

2017

  

2016

  

2017

  

2016

  

2018

  

2017

  

2018

  

2017

 
                                

Numerator

                                

Net Income Available to Common Stockholders

 $2,622  $1,880  $6,961  $5,297  $3,069  $2,433  $6,257  $4,339 
                                

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   8,439   8,439 
                                

Dilutive Effect of Potential Common Stock

                                

Restricted Stock

  -   -   -   -   -   -   -   - 

Stock Warrants

  191   67   193   57   173   191   196   193 

Weighted-Average Number of Shares Outstanding for

                

Diluted Earnings Per Common Share

  8,630   8,506   8,632   8,496 

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

  8,612   8,630   8,635   8,632 
                                

Earnings Per Share - Basic

 $0.31  $0.22  $0.82  $0.63  $0.36  $0.29  $0.74  $0.51 
                                

Earnings Per Share - Diluted

 $0.30  $0.22  $0.81  $0.62  $0.36  $0.28  $0.72  $0.50 

 

(14(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 SeptemberJune 30, 20172018 and the year ended December 31, 20162017 are as follows:

 

 

September 30, 2017

  

December 31, 2016

  

June 30, 2018

  

December 31, 2017

 
                

Beginning Balance

 $(5,022) $(4,434) $(6,491) $(5,022)
                

Other Comprehensive Income Before Reclassification

  1,246   (334)  (4,223)  (401)
                

Amounts Reclassified from Accumulated Other Comprehensive Income

  -   (254)  (92)  - 

TCJ Act

  -   (1,068)
                

Net Current Period Other Comprehensive Income

  1,246   (588)  (4,315)  (1,469)
                

Ending Balance

 $(3,776) $(5,022) $(10,806) $(6,491)

 


PART I (Continued)

Item 1 (Continued)

(15) Subsequent Events

On July 27, 2018, the Bank entered into a definitive agreement to purchase the Albany, Georgia branch of Planters First Bank.  The purchase includes the assumption of approximately $10 million in deposits at a premium of $560 thousand and $20 million in loans at a discount of $117 thousand.  In addition, the Company will purchase a vacant lot owned by Planters First Bank in Albany for $725 thousand, on which it plans to build a new branch office.  The Company intends to retain the employees currently working in the Albany branch.  Subject to regulatory approval and customary closing conditions, the transaction is expected to close in the fourth quarter of 2018.

On July 30, 2018, the Company announced the appointment of T. Heath Fountain as President and Chief Executive Officer.  Mr. Fountain will succeed Edward P. Loomis, Jr. who is retiring from the Company effective September 18, 2018.  Mr. Loomis will remain on the Company’s board through his current term ending May of 2019.

 


PARTPart I (Continued)

Item 2

 

MANAGEMENT’SMANAGEMENT’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. OurA focus in 2017 has been and2018 will continue to be directed toward further reduction of problem assets.

 

In 20172018 we haveare committed to improving earnings and 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.assets. Given the improved condition of the Company,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. Currently,Savannah, Georgia. In February 2018, the Company is performing due diligence onpurchased a property in Statesboro, Georgia for a new office in Statesboro.the future. In May 2018, the Company closed one branch office in Albany, Georgia to improve operating efficiencies.

 

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 board2017 and throughout 2017 on a quarterly basis at $0.025 per common stock. For the first and second quarter of directors suspended the2018, we paid a dividend payment of dividends$0.05 per common stock.

In June 2018, the Company repurchased the warrants originated in 2009 through transactions with the United States Department of the Treasury for $3.2 million. The warrants were auctioned to private investors in 2013. The warrants were cancelled upon the completion of the transaction.

In July 2018, the Company announced the retirement of its President and Chief Executive Officer, Edward P. Loomis, Jr. and named Mr. T. Heath Fountain as his replacement.  Mr. Fountain previously served as President and Chief Executive Officer of Planters First Bank for three years and Chief Financial Officer of Heritage Financial Group and Heritage Bank of the South for eight years.

Also in July 2018, the Bank entered into a definitive agreement with Planters First Bank to purchase a branch in Albany, Georgia along with a vacant lot of real estate in Albany, Georgia on which the Bank intends to eventually build a new branch office.  The transaction is expected to close in the thirdfourth quarter of 2009.2018 subject to regulatory approval and customary closing conditions.

 

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 2015.2015 and has extended those agreements during the first quarter of 2018. 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’smanagement’s discussion and analysis of our consolidated financial condition as of SeptemberJune 30, 2017,2018, and the consolidated results of operations for the ninesix months ended SeptemberJune 30, 2017.2018. 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, 2017.15, 2018. 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 21% in 2018 and 34% in 2017 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.

 


PARTPart I (Continued)

Item 2 (continued)(Continued)

 

These non-GAAP financial measures should not be considered alternatives to GAAP-basisGAAP-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 

Non-GAAP Performance Measures Reconciliation

         
                 
  

Three months ended June 30,

  

Six months ended June 30,

 
  

2018

  

2017

  

2018

  

2017

 
                 

Interest Income Reconciliation

                

Interest Income – Taxable Equivalent

 $12,127  $11,578  $23,953  $22,733 

Tax Equivalent Adjustment

  18   40   34   74 

Interest Income (GAAP)

 $12,109  $11,538  $23,919  $22,659 
                 

Net Interest Income Reconciliation

                

Net Interest Income – Taxable Equivalent

 $10,183  $9,856  $20,328  $19,352 

Tax Equivalent Adjustment

  18   40   34   74 

Net Interest Income (GAAP)

 $10,165  $9,816  $20,294  $19,278 

 

  

Three months ended September 30,

  

Nine months ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 
                 

Interest Income Reconciliation

                

Interest Income – Taxable Equivalent

 $11,622  $11,202  $34,355  $33,518 

Tax Equivalent Adjustment

  44   46   118   132 

Interest Income (GAAP)

 $11,578  $11,156  $34,237  $33,386 
                 

Net Interest Income Reconciliation

                

Net Interest Income – Taxable Equivalent

 $9,887  $9,602  $29,239  $28,669 

Tax Equivalent Adjustment

  44   46   118   132 

Net Interest Income (GAAP)

 $9,843  $9,556  $29,121  $28,537 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2017

  

2016

  

2017

  

2016

  

2018

  

2017

  

2018

  

2017

 
                                

Net Interest Margin Reconciliation

                                

Net Interest Margin – Taxable Equivalent

  3.50%  3.56%  3.45%  3.52%  3.57%  3.49%  3.56%  3.42%

Tax Equivalent Adjustment

  0.01   0.02   0.02   0.02   0.01   0.01   0.01   0.01 

Net Interest Margin (GAAP)

  3.49%  3.54%  3.43%  3.50%  3.56%  3.48%  3.55%  3.41%
                                

Interest Rate Spread Reconciliation

                                

Interest Rate Spread – Taxable Equivalent

  3.38%  3.45%  3.33%  3.40%  3.41%  3.41%  3.42%  3.31%

Tax Equivalent Adjustment

  0.01   0.02   0.01   0.01   0.01   0.02   0.01   0.02 

Interest Rate Spread (GAAP)

  3.37%  3.43%  3.32%  3.39%  3.40%  3.39%  3.41%  3.29%

 

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’sCompany’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

 

TheThe following discussion and analysis presents the more significant factors affecting the Company’s financial condition as of SeptemberJune 30, 20172018 and December 31, 2016,2017, and results of operations for each of the ninethree months and six months in the periods ended SeptemberJune 30, 20172018 and 2016.2017. 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.

 


PARTPart I (Continued)

Item 2 (continued)(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 3421 percent in 2018 and 34 percent in 2017 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’sCompany’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 $2.62$3.07 million, or $0.30$0.36 diluted per common share, in the three months ended SeptemberJune 30, 20172018 compared to net income available to common shareholders of 1.88$2.43 million, or $0.22$0.28 diluted per common share, in the three months ended SeptemberJune 30, 2016.2017. Net income available to common shareholders totaled $6.96$6.26 million, or $0.81$0.72 diluted per common share, in ninesix months ended SeptemberJune 30, 20172018 compared to net income available to common shareholders of $5.30$4.34 million, or $0.62$0.50 diluted per common share, in ninesix months ended SeptemberJune 30, 2016.2017. The Company did not have any material changes to its results of operations in the thirdsecond quarter of 2017.2018.

 

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 September 30

  

Nine Months Ended September 30

  

Three Months Ended June 30

  

Six Months Ended June 30

 
         

$

  

%

          

$

  

%

          

$

  

%

          

$

  

%

 
 

2017

  

2016

  

Variance

  

Variance

  

2017

  

2016

  

Variance

  

Variance

  

2018

  

2017

  

Variance

  

Variance

  

2018

  

2017

  

Variance

  

Variance

 
                                                                

Taxable-equivalent net interest income

 $9,887  $9,602  $285   2.97% $29,239  $28,669  $570   1.99% $10,183  $9,856  $327   3.32% $20,328  $19,352  $976   5.04%

Taxable-equivalent adjustment

  44   46   (2)  (4.35)  118   132   (14)  (10.61)  18   40   (22)  (55.00)  34   74   (40)  (54.05)
                                                                

Net interest income

  9,843   9,556   287   3.00   29,121   28,537   584   2.05   10,165   9,816   349   3.56   20,294   19,278   1,016   5.27 

Provision for loan losses

  -   354   (354)  (100.00)  335   1,062   (727)  (68.46)  44   -   44   100.00   70   335   (265)  (79.10)

Noninterest income

  2,424   2,637   (213)  (8.08)  7,218   7,161   57   0.80   2,324   2,394   (70)  (2.92)  4,758   4,794   (36)  (0.75)

Noninterest expense

  8,380   8,654   (274)  (3.17)  25,408   25,243   165   0.65   8,601   8,620   (19)  (0.22)  17,137   17,028   109   0.64 
                                                                

Income before income taxes

  3,887   3,185   702   22.04   10,596   9,393   1,203   12.81   3,844   3,590   254   7.08   7,845   6,709   1,136   16.93 

Income taxes

  1,265   927   338   36.46   3,424   2,907   517   17.78   775   1,157   (382)  (33.02)  1,588   2,159   (571)  (26.45)
                                                                

Net income

  2,622   2,258   364   16.12   7,172   6,486   686   10.58   3,069   2,433   636   26.14   6,257   4,550   1,707   37.52 
                                                                

Preferred stock dividends

  -   378   (378)  (100.00)  211   1,189   (978)  (82.85)  -   -   -   -   -   211   (211)  (100.00)
                                                                

Net income available to common shareholders

 $2,622  $1,880  $742   39.47% $6,961  $5,297  $1,664   31.41% $3,069  $2,433  $636   26.14% $6,257  $4,339  $1,918   44.20%
                                                                

Net income available to common shareholders:

                                                                

Basic

 $0.31  $0.22  $0.09   40.91% $0.82  $0.63  $0.19   30.16% $0.36  $0.29  $0.07   24.14% $0.74  $0.51  $0.23   45.10%

Diluted

 $0.30  $0.22  $0.08   36.36% $0.81  $0.62  $0.19   30.65% $0.36  $0.28  $0.08   28.57% $0.72  $0.50  $0.22   44.00%

Return on average assets

  0.88%  0.65%  0.23   35.38%  0.78%  0.61%  0.17   27.87%  1.03%  0.81%  0.22%  27.16%  1.04%  0.72%  0.32%  44.44%

Return on average total equity

  11.57%  7.35%  4.22   57.41%  10.23%  7.03%  3.20   45.52%  13.82%  11.10%  2.72%  24.50%  14.00%  9.56%  4.44%  46.44%

 

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

 


PARTPart I (Continued)

Item 2 (continued)(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 80.1481.01 percent of total revenue for ninesix months ended SeptemberJune 30, 20172018 and 79.9480.08 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 4.255.00 percent. The rate increased 25 basis points in the first quarter and in the second quarter of 2018 and three times in 2017. The federal funds rate moved similarly to the prime rate with interest rates currently at 1.252.00 percent. We expect anothertwo additional rate increaseincreases in 2017.2018.

 

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.

 


PARTPart I (Continued)

Item 2 (continued)(Continued)

 

Rate/Volume Analysis

 

The rate/volume analysis presented hereafter illustrates the change from SeptemberJune 30, 20162017 to SeptemberJune 30, 20172018 for the six months period ended 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 September 30, 2016 to September 30, 2017

  

Changes from June 30, 2017 to June 30, 2018

 

($ in thousands)

 

Volume

  

Rate

  

Total

  

Volume

  

Rate

  

Total

 
                        

Interest Income

                        

Loans, Net-taxable

 $83  $(344) $(261) $187  $444  $631 
                        

Investment Securities

                        

Taxable

  532   478   1,010   78   480   558 

Tax-exempt

  (6)  (5)  (11)  (3)  (10)  (13)

Total Investment Securities

  526   473   999   75   470   545 
                        

Interest-Bearing Deposits in other Banks

  7   80   87   (17)  47   30 
                        

Federal Funds Sold

  -   -   - 
            

Other Interest - Earning Assets

  11   1   12   2   12   14 

Total Interest Income

  627   210   837   247   973   1,220 
                        

Interest Expense

                        

Interest-Bearing Demand and Savings Deposits

  141   23   164   32   248   280 

Time Deposits

  (186)  1   (185)  (126)  79   (47)

Subordinated Debentures

  -   227   227   -   44   44 

Other Borrowed Money

  133   (75)  58   (15)  (16)  (31)

Federal Funds Purchased

  3   -   3   (2)  -   (2)
                        

Total Interest Expense

  91   176   267   (111)  355   244 

Net Interest Income

 $536  $34  $570  $358  $618  $976 

 

(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 CompanyCompany maintains about 2122.9 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 decreasedincreased to 3.453.56 percent for the ninesix months ended SeptemberJune 30, 20172018 compared to 3.523.42 percent for the same period a year ago. We anticipate the net interest margin remaining relatively flat for 2017.2018.

 

Taxable-equivalent netnet interest income for the ninesix months ended SeptemberJune 30, 20172018 increased by $570$976 thousand, or 1.995.04 percent compared to the same period a year ago. The average volume of earning assets during ninesix months ended SeptemberJune 30, 20172018 increased $44.11$11.57 million compared to the same period a year ago. Growth in average earning assets during 20172018 was primarily in investments and loans.

 

The average volume of loans increased $2.16$7.36 million for the ninesix months ended SeptemberJune 30, 20172018 compared to the same period a year ago. The average yield on loans decreased 6increased 11 basis points for the ninesix months ended SeptemberJune 30, 20172018 compared to the same period a year ago. The average volume of investment securities increased $39.89$7.93 million for the ninesix months ended SeptemberJune 30, 20172018 compared to the same year ago period, while the average yield on investment securities increased 1826 basis points for the same period comparison. The average volume of deposits increased $38.73$4.46 million for the ninesix months ended SeptemberJune 30, 20172018 compared to the same period a year ago, with interest-bearing deposits increasing $21.24decreasing $13.63 million for the ninesix months ended SeptemberJune 30, 2017.2018.

 


PARTPart I (Continued)

Item 2 (continued)(Continued)

 

Accordingly, the ratio of average interest-bearing deposits to total average deposits was 84.9483.50 percent for the ninesix months ended SeptemberJune 30, 20172018 compared to 86.1285.19 percent in the same period a year ago. This deposit mix, combined with a general increase in market rates, had the effect of decreasingincreasing the average cost of total deposits by 24 basis points in ninesix months ended SeptemberJune 30, 20172018 compared to the same period a year ago.

 

The Company’sCompany’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 3.333.42 percent in ninesix months ended SeptemberJune 30, 20172018 compared to 3.403.31 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.

 


PARTPart I (Continued)

Item 2 (continued)(Continued)

 

AVERAGE BALANCE SHEETS

 

Nine Months Ended

  

Nine Months Ended

 
  

September 30, 2017

  

September 30, 2016

 
  

Average

  

Income/

  

Yields/

  

Average

  

Income/

  

Yields/

 

($ in thousands)

 

Balances

  

Expense

  

Rates

  

Balances

  

Expense

  

Rates

 

Assets

                        

Interest-Earning Assets

                        

Loans, Net of Unearned Interest and fees

                        

Taxable (1)

 $760,540  $28,981   5.08% $758,377  $29,242   5.14%

Investment Securities

                        

Taxable

  343,183   5,037   1.96%  303,100   4,027   1.77%

Tax-Exempt (2)

  2,307   62   3.58%  2,503   73   3.89%

Total Investment Securities

  345,490   5,099   1.97%  305,603   4,100   1.79%

Interest-Bearing Deposits

  21,611   166   1.02%  19,867   79   0.53%

Interest-Bearing Other Assets

  3,114   109   4.67%  2,802   97   4.62%

Total Interest-Earning Assets

 $1,130,755  $34,355   4.05% $1,086,649  $33,518   4.11%

Non-interest-Earning Assets

                        

Cash and Cash Equivalents

  19,942           14,904         

Allowance for Loan Losses

  (8,691)          (9,418)        

Other Assets

  54,991           65,681         

Total Noninterest-Earning Assets

  66,242           71,167         

Total Assets

 $1,196,997          $1,157,816         

Liabilities and Stockholders' Equity

                        

Interest-Bearing Liabilities

                        

Interest-Bearing Deposits

                        

Interest-Bearing Demand and Savings

 $515,412  $1,405   0.36% $463,115  $1,241   0.36%

Other Time

  357,075   2,154   0.80%  388,137   2,339   0.80%

Total Interest-Bearing Deposits

  872,487   3,559   0.54%  851,252   3,580   0.56%

Other Interest-Bearing Liabilities

                        

Other Borrowed Money

  47,923   887   2.47%  41,285   829   2.68%

Subordinated Debentures

  24,229   667   3.67%  24,229   440   2.42%

Federal Funds Purchased

  233   3   1.72%  -   -   -%

Total Other Interest-Bearing Liabilities

  72,385   1,557   2.87%  65,514   1,269   2.58%

Total Interest-Bearing Liabilities

 $944,872  $5,116   0.72% $916,766  $4,849   0.71%

Noninterest-Bearing Liabilities and Stockholders' Equity

                        

Demand Deposits

  154,723           137,230         

Other Liabilities

  6,640           3,389         

Stockholders' Equity

  90,762           100,431         

Total Noninterest-Bearing Liabilities and Stockholders' Equity

  252,125           241,050         

Total Liabilities and Stockholders' Equity

 $1,196,997          $1,157,816         
                         

Interest Rate Spread

          3.33%          3.40%

Net Interest Income

     $29,239          $28,669     

Net Interest Margin

          3.45%          3.52%

AVERAGE BALANCE SHEETS

 

Six Months Ended

  

Six Months Ended

 
  

June 30, 2018

  

June 30, 2017

 
  

Average

  

Income/

  

Yields/

  

Average

  

Income/

  

Yields/

 

($ in thousands)

 

Balances

  

Expense

  

Rates

  

Balances

  

Expense

  

Rates

 

Assets

                        

Interest-Earning Assets

                        

Loans, Net of Unearned Interest and fees

                        

Taxable (1)

 $764,551  $19,820   5.18% $757,190  $19,189   5.07%

Investment Securities

                        

Taxable

  352,124   3,874   2.20%  344,011   3,316   1.93%

Tax-Exempt (2)

  2,103   30   2.85%  2,285   43   3.76%

Total Investment Securities

  354,227   3,904   2.20%  346,296   3,359   1.94%

Interest-Bearing Deposits

  21,080   144   1.37%  24,884   114   0.92%

Federal Funds Sold

  -   -   -%  -   -   -%

Interest-Bearing Other Assets

  3,125   85   5.44%  3,042   71   4.67%

Total Interest-Earning Assets

 $1,142,983  $23,953   4.19% $1,131,412  $22,733   4.02%

Non-interest-Earning Assets

                        

Cash and Cash Equivalents

  14,787           19,935         

Allowance for Loan Losses

  (7,461)          (8,985)        

Other Assets

  48,760           55,111         

Total Noninterest-Earning Assets

  56,086           66,061         

Total Assets

 $1,199,069          $1,197,473         

Liabilities and Stockholders' Equity

                        

Interest-Bearing Liabilities

                        

Interest-Bearing Deposits

                        

Interest-Bearing Demand and Savings

 $535,112  $1,211   0.45% $517,250  $931   0.36%

Other Time

  328,703   1,390   0.85%  360,200   1,437   0.80%

Total Interest-Bearing Deposits

  863,815   2,601   0.60%  877,450   2,368   0.54%

Other Interest-Bearing Liabilities

                        

Other Borrowed Money

  47,708   568   2.38%  48,934   599   2.45%

Subordinated Debentures

  24,229   455   3.76%  24,579   411   3.39%

Federal Funds Purchased

  60   1   3.33%  350   3   1.71%

Total Other Interest-Bearing Liabilities

  71,997   1,024   2.84%  73,513   1,010   2.76%

Total Interest-Bearing Liabilities

 $935,812  $3,625   0.77% $950,963  $3,381   0.71%

Noninterest-Bearing Liabilities and Stockholders' Equity

                        

Demand Deposits

  170,685           152,593         

Other Liabilities

  3,165           3,098         

Stockholders' Equity

  89,407           90,819         

Total Noninterest-Bearing Liabilities and Stockholders' Equity

  263,257           246,510         

Total Liabilities and Stockholders' Equity

 $1,199,069          $1,197,473         
                         

Interest Rate Spread

          3.42%          3.31%

Net Interest Income

     $20,328          $19,352     

Net Interest Margin

          3.56%          3.42%

 

(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 $97$27 and $107$59 for ninesix month periods ended SeptemberJune 30, 20172018 and 2016,2017, respectively, are included in tax-exempt interest on loans.

 

(2)

Taxable-equivalent adjustments totaling $21$7 and $25$15 for ninesix month periods ended SeptemberJune 30, 20172018 and 2016,2017, respectively, are included in tax-exempt interest on investment securities. The adjustments are based on a federal tax rate of 21 percent in 2018 and 34 percent in 2017 with appropriate reductions for the effect of disallowed interest expense incurred in carrying tax-exempt obligations.

 


PARTPart I (Continued)

Item 2 (continued)(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’smanagement’s best estimate, is necessary to absorb probable losses within the existing loan portfolio. The provision for loan losses totaled $335$70 thousand in the ninesix months ended SeptemberJune 30, 20172018 compared to $1.06 million$335 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 September 30

  

Nine Months Ended September 30

  

Three Months Ended June 30

  

Six Months Ended June 30

 
         

$

  

%

          

$

  

%

          

$

  

%

          

$

  

%

 
 

2017

  

2016

  

Variance

  

Variance

  

2017

  

2016

  

Variance

  

Variance

  

2018

  

2017

  

Variance

  

Variance

  

2018

  

2017

  

Variance

  

Variance

 
                                                                

Service Charges on Deposit Accounts

 $1,169  $1,128  $41   3.63% $3,315  $3,185  $130   4.08% $1,031  $1,091  $(60)  (5.50)% $2,132  $2,146  $(14)  (0.65)%

Other Charges, Commissions and Fees

  741   686   55   8.02   2,300   2,104   196   9.32   822   772   50   6.48%  1,611   1,559   52   3.34%

Mortgage Fee Income

  241   254   (13)  (5.12)  629   507   122   24.06   182   202   (20)  (9.90)%  331   388   (57)  (14.69)%

Securities Gains (Losses)

  -   256   (256)  (100.00)  -   385   (385)  (100.00)  116   -   116   100.00%  116   -   116   100.00%

Other

  273   313   (40)  (12.78)  974   980   (6)  (0.61)  173   329   (156)  (47.42)%  568   701   (133)  (18.97)%
                                                                

Total

 $2,424  $2,637  $(213)  (8.08)% $7,218  $7,161  $57   0.80% $2,324  $2,394  $(70)  (2.92)% $4,758  $4,794  $(36)  (0.75)%

 

Other Charges, Commissions and Fees. Debit card interchange fees and foreign fees increased $171$63 thousand in 20172018 compared to the same period in 2016. The Company also received a refund on credit life insurance in 2017 of $27 thousand.2017.

 

Mortgage Fee Income. The volume of mortgage loans has shown an increasea decrease in 20172018 compared to the same period in 20162017 which contributed to the increasedecrease in mortgage fee income.

 

Securities Gains (Losses).Other. The Bank did not sale any securitiesdecrease in 2017; therefore the decrease2018 compared to prior year is primarily attributable to the gain on sale of securitiesrental income for other real estate owned which decreased by $64 thousand from $100 thousand in the prior year.2017 compared to $36 thousand in 2018. Income for deferred compensation decreased by $44 thousand.

 

Noninterest Expense

  

Three Months Ended September 30

  

Nine Months Ended September 30

 
          

$

  

%

          

$

  

%

 
  

2017

  

2016

  

Variance

  

Variance

  

2017

  

2016

  

Variance

  

Variance

 
                                 

Salaries and Employee Benefits

 $4,802  $4,726  $76   1.61% $14,467  $13,825  $642   4.64%

Occupancy and Equipment

  1,014   1,025   (11)  (1.07)  2,965   2,967   (2)  (0.07)

Other

  2,564   2,903   (339)  (11.68)  7,976   8,451   (475)  (5.62)
                                 

Total

 $8,380  $8,654  $(274)  (3.17)% $25,408  $25,243  $165   0.65%

 

The components of noninterestnoninterest expense were as follows:

  

Three Months Ended June 30

  

Six Months Ended June 30

 
          

$

  

%

          

$

  

%

 
  

2018

  

2017

  

Variance

  

Variance

  

2018

  

2017

  

Variance

  

Variance

 
                                 

Salaries and Employee Benefits

 $5,002  $4,880  $122   2.50% $9,922  $9,665  $257   2.66%

Occupancy and Equipment

  979   991   (12)  (1.21)%  2,025   1,951   74   3.79%

Other

  2,620   2,749   (129)  (4.69)%  5,190   5,412   (222)  (4.10)%
                                 

Total

 $8,601  $8,620  $(19)  (0.22)% $17,137  $17,028  $109   (0.64)%

 

Salaries and Employee Benefits. The increase in 20172018 is primarily attributable to merit pay increases.increases and increase in headcount.

 

Occupancy and Equipment. The changedecrease in 2017the three months ended June 30, 2018 as compared to comparable periods is relatively flat for occupancy and equipment.primarily attributable to a decrease in depreciation expense in 2018.


Part I (Continued)

Item 2 (Continued)

 

Other. The decrease in 2017the second quarter of 2018 as compared to 2016comparable periods is primarily attributable to the decrease in FDIC assessmentsforeclosed property costs which decreased by $336$108 thousand from $256 thousand in 2017 a decrease in advertising by $206compared to $148 thousand in 2017, and a decrease in foreclosed property2018. FDIC assessments decreased by $129$18 thousand in 2017.2018, software expense decreased by $152 thousand in 2018 and advertising decreased by $23 thousand in 2018. The decrease was offset by $248$46 thousand increase in ATM expense, $85$7 thousand increase in softwaretelephone expense and $117$214 thousand in data processing expense.

Investment Portfolio

The following table presents carrying values of investment securities held by the Company for the periods indicated.

  

June 30,

  

December 31,

 
  

2018

  

2017

 
         

State, County & Municipal

 $3,989  $4,493 

US Government Agencies

        

Mortgage-Backed

  324,996   346,723 

Corporate

  2,953   2,060 

Asset-Backed

  -   971 
         

Total Investment Securities

 $331,938  $354,247 

The following table represents expected maturities and weighted-average yields of investment securities held by the Company as of June 30, 2018. (Mortgage-backed securities are based on the average life at the projected speed, while State and Political Subdivisions reflect anticipated calls being exercised.)

          

After 1 Year But

  

After 5 Years But

         
  

Within 1 Year

  

Within 5 Years

  

Within 10 Years

  

After 10 Years

 
  

Amount

  

Yield

  

Amount

  

Yield

  

Amount

  

Yield

  

Amount

  

Yield

 
                                 

US Government Agencies

                                

Mortgage-Backed

 $16,652   2.83% $169,702   1.79% $111,320   2.65% $27,322   3.06%

State, County & Municipal

  1,010   2.43   2,548   2.44   178   1.75   253   4.03 

Corporate

  -   -   2,953   3.74   -   -   -   - 
                                 

Total Investment Portfolio

 $17,662   2.80% $175,203   1.83% $111,498   2.65% $27,575   3.07%

Securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income. The Company has 100 percent of its portfolio classified as available for sale.

At June 30, 2018, there were no holdings of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10 percent of the Company’s stockholders’ equity.

The average yield of the securities portfolio was 2.20 percent for the six months ended June 30, 2018 compared to 1.94 percent for the same period in 2017. The increase in legal & professional fees.the average yield from 2017 to 2018 was primarily attributed to the purchase of new securities which have a higher yield.

 


PARTPart I (Continued)

Item 2 (continued)(Continued)

 

Loans

 

The following table presents the composition of the Company’sCompany’s loan portfolio as of SeptemberJune 30, 20172018 and December 31, 2016:2017:

 

 

September 30, 2017

  

December 31, 2016

  

$ Variance

  

% Variance

  

June 30, 2018

  

December 31, 2017

  

$ Variance

  

% Variance

 
                                

Commercial and Agricultural

                                

Commercial

 $45,363  $47,025  $(1,662)  (3.53)% $45,029  $48,122  $(3,093)  (6.43)%

Agricultural

  25,246   17,080   8,166   47.81   20,037   16,443   3,594   21.86 

Real Estate

                                

Commercial Construction

  36,533   30,358   6,175   20.34   48,909   45,214   3,695   8.17 

Residential Construction

  8,905   11,830   (2,925)  (24.73)  11,541   8,583   2,958   34.46 

Commercial

  346,251   349,090   (2,839)  (0.81)  352,063   351,172   891   0.25 

Residential

  196,332   195,580   752   0.38   187,591   194,049   (6,458)  (3.33)

Farmland

  71,903   66,877   5,026   7.52   67,867   67,768   99   0.15 

Consumer and Other

                                

Consumer

  18,677   19,695   (1,018)  (5.17)  18,746   18,956   (210)  (1.11)

Other

  20,836   16,748   4,088   24.41   15,013   14,977   36   0.24 

Gross Loans

  770,046   754,283   15,763   2.09   766,796   765,284   1,512   0.20 

Unearned Interest and Fees

  (430)  (361)  (69)  (19.11)  (541)  (495)  (46)  9.29 

Allowance for Loan Losses

  (7,977)  (8,923)  946   10.60   (7,159)  (7,508)  349   (4.65)

Net Loans

 $761,639  $744,999  $16,640   2.23% $759,096  $757,281  $1,815   0.24%

 

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’sCompany’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’scompany’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.

 


PARTPart I (Continued)

Item 2 (continued)(Continued)

 

Commercial and Agricultural. Commercial and agricultural loans at SeptemberJune 30, 20172018 increased 10.150.78 percent to $70.61$65.1 million from December 31, 20162017 at $64.1$64.6 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 increased by $3.25$6.65 million, or 7.7012.37 percent, at SeptemberJune 30, 20172018 to $45.44$60.45 million from $42.2$53.80 million at December 31, 2016.2017.  This increase is partially due to new commercial construction loans being financed during the year that have not been completed by the end of the quarter. Commercial real estate decreased $2.84 million,increased $891 thousand, or 0.810.25 percent, at SeptemberJune 30, 20172018 to $346.25$352.06 million from $349.09$351.17 million at December 31, 2016.2017.

 

Other.  Other loans at SeptemberJune 30, 20172018 increased 24.410.24 percent to $20.84$15.01 million from $16.75$14.98 million at December 31, 2016.2017.

 

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 SeptemberJune 30, 2017,2018, approximately 8687 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. ThoughIn the real estate market remains somewhat sluggish,recent year, we have seen real estate values stabilize.stabilizing in our markets. The stabilization of rates has resulted in a decrease in the number of loans being classified as impaired over the past several years.

MaturitiesandSensitivitiesofLoanstoChangesinInterestRates. The following table presents the maturity distribution of the Company’s loans at June 30, 2018. The table also presents the portion of loans that have fixed interest rates or variable interest rates that fluctuate over the life of the loans in accordance with changes in an interest rate index such as the prime rate.

      

After One,

  

After Three,

         
  

Due in One

  

but Within

  

but Within

  

After Five

     
  

Year or Less

  

Three Years

  

Five Years

  

Years

  

Total

 
                     

Loans with fixed interest rates

 $209,722  $224,156  $122,077  $34,967  $590,922 

Loans with floating interest rates

  82,136   43,282   48,490   1,966   175,874 
                     

Total

 $291,858  $267,438  $170,567  $36,933  $766,796 

The Company may renew loans at maturity when requested by a customer whose financial strength appears to support such renewal or when such renewal appears to be in the Company’s best interest. In such instances, the Company generally requires payment of accrued interest and may adjust the rate of interest, require a principal reduction or modify other terms of the loan at the time of renewal.

 


PARTPart I (Continued)

Item 2 (continued)(Continued)

 

Nonperforming Assets and Potential Problem Loans

 

Nonperforming assetsassets and accruing past due loans as of SeptemberJune 30, 2018, December 31, 2017 and June 30, 2017 December 31, 2016 and September 30, 2016 were as follows:

 

 

September 30, 2017

  

December 31, 2016

  

September 30, 2016

  

June 30, 2018

  

December 31, 2017

  

June 30, 2017

 
                        

Loans Accounted for on Nonaccrual

 $8,807  $12,350  $13,986  $5,632  $7,503  $8,176 

Loans Accruing Past Due 90 Days or More

  -   -   1   -   -   - 

Other Real Estate Foreclosed

  4,520   6,439   9,812   3,595   4,256   4,525 

Total Nonperforming Assets

 $13,327  $18,789  $23,799  $9,227  $11,759  $12,701 
                        

Nonperforming Assets by Segment

                        

Construction and Land Development

 $2,907  $3,376  $4,352  $2,043  $2,630  $2,900 

1-4 Family Residential

  3,542   4,375   4,442   2,691   3,309   3,436 

Nonfarm Residential

  4,885   9,182   12,917   2,657   3,796   4,582 

Farmland

  839   800   919   978   839   678 

Commercial and Consumer

  1,154   1,056   1,169   858   1,185   1,105 

Total Nonperforming Assets

 $13,327  $18,789  $23,799  $9,227  $11,759  $12,701 
                        

Nonperforming Assets as a Percentage of:

                        

Total Loans and Foreclosed Assets

  1.72%  2.47%  3.03%  1.20%  1.53%  1.63%

Total Assets

  1.11%  1.55%  2.06%  0.77%  0.95%  1.06%

Nonperforming Loans as a Percentage of:

                        

Total Loans

  1.14%  1.64%  1.80%  0.73%  0.98%  1.05%
                        

Supplemental Data:

                        

Trouble Debt Restructured Loans In Compliance with Modified Terms

 $16,952  $17,992  $19,269  $16,157  $18,363  $16,890 

Trouble Debt Restructured Loans Past Due 30-89 Days

  132   319   324   -   131   - 

Accruing Past Due Loans:

                        

30-89 Days Past Due

 $5,250  $4,469  $4,175  $4,670  $4,558  $6,218 

90 or More Days Past Due

  -   -   1   -   -   - 

Total Accruing Past Due Loans

 $5,250  $4,469  $4,176  $4,670  $4,558  $6,218 
                        

Allowance for Loan Losses

 $7,977  $8,923  $9,203  $7,159  $7,508  $8,043 

ALLL as a Percentage of:

                        

Total Loans

  1.04%  1.18%  1.19%  0.93%  0.98%  1.04%

Nonperforming Loans

  90.58%  72.25%  65.80%  127.11%  100.06%  98.37%

 

Nonperforming assets include nonaccrual loans, loans past due 90 days or more and foreclosed real estate. Nonperforming assets at SeptemberJune 30, 20172018 decreased 29.0721.53 percent from December 31, 2016.2017.

 

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.

 


PARTPart I (Continued)

Item 2 (continued)(Continued)

 

Foreclosed assets represent property acquired as the result of borrower defaults on loans. Foreclosed assets are recorded at estimated fair valuevalue 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’smanagement’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’sCompany’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’sCompany’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’sCompany’s allowance for loan losses is provided in the Notes to the Consolidated Financial Statements for Allowance for Loan Losses.

 


PARTPart I (Continued)

Item 2 (continued)(Continued)

The following table sets forth the breakdown of the allowance for loan losses by loan category for the periods indicated. The allocation of the allowance to each category is subjective and is not necessarily indicative of future losses and does not restrict the use of the allowance to absorb losses in any other category.

  

June 30,

  

December 31,

 
  

2018

  

2017

 
  

Reserve

  

%

* 

Reserve

  

%

*
                 

Commercial and Agricultural

                

Commercial

 $444   6% $447   6%

Agricultural

  262   3%  186   2%
                 

Real Estate

                

Commercial Construction

  82   6%  1,216   6%

Residential Construction

  -   2%  -   1%

Commercial

  4,406   46%  3,874   46%

Residential

  1,066   24%  968   25%

Farmland

  868   9%  780   9%
                 

Consumer and Other

                

Consumer

  30   2%  34   3%

Other

  1   2%  3   2%
  $7,159   100% $7,508   100%

*

Percentage represents the loan balance in each category expressed as a percentage of total end of period loans.


Part I (Continued)

Item 2 (Continued)

The following table presents an analysis of the Company’s loan loss experience for the periods indicated.

  

Six Months Ended June 30,

 
  

2018

  

2017

 
         
         

Allowance for Loan Losses at Beginning of Year

 $7,508  $8,923 
         

Charge-Offs

        

Commercial

  116   124 

Agricultural

  123   4 

Commercial Construction

  -   49 

Residential Construction

  -   - 

Commercial

  258   966 

Residential

  89   605 

Farmland

  -   - 

Consumer

  135   117 

Other

  -   - 
         
  $721  $1,865 
         

Recoveries

        

Commercial

  85   100 

Agricultural

  7   2 

Commercial Construction

  38   162 

Residential Construction

  -   - 

Commercial

  37   302 

Residential

  75   33 

Farmland

  9   - 

Consumer

  49   51 

Other

  2   - 
         
   302   650 
         

Net Charge-Offs

  419   1,215 
         

Provision for Loans Losses

  70   335 
         

Allowance for Loan Losses at End of Year

 $7,159  $8,043 
         

Ratio of Annualized Net Charge-Offs to Average Loans

  0.11%  0.32%


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 nine three month periods ended SeptemberJune 30, 20172018 and SeptemberJune 30, 2016.2017.

 

 

September 30, 2017

  

September 30, 2016

  

June 30, 2018

  

June 30, 2017

 
 

Average

  

Average

  

Average

  

Average

  

Average

  

Average

  

Average

  

Average

 
 

Amount

  

Rate (1)

  

Amount

  

Rate (1)

  

Amount

  

Rate (1)

  

Amount

  

Rate (1)

 
                                

Noninterest-Bearing Demand

                                

Deposits

 $154,723      $137,230      $170,685      $152,593     

Interest-Bearing Demand and

                                

Savings Deposits

  515,412   0.36%  463,115   0.36%  535,112   0.45%  517,250   0.36%

Time Deposits

  357,075   0.80%  388,137   0.80%  328,703   0.85%  360,200   0.80%
                                

Total Deposits

 $1,027,210   0.46% $988,482   0.48% $1,034,500   0.50% $1,030,043   0.46%

 

(1) Average rate is an annualized rate.

Average

Average deposits increased $38.73$4.46 million to $1.03 billion at SeptemberJune 30, 20172018 from $988.48 million$1.03 billion at SeptemberJune 30, 2016.2017. The increase included an increase of $17.49$18.09 million, or 12.7511.86 percent in noninterest-bearing demand deposits while, at the same time, interest-bearing demand and savings deposits increased $52.30$17.86 million, or 11.293.45 percent and time deposits decreased $31.06$31.49 million, or 8.008.74 percent. Accordingly the ratio of average noninterest-bearing deposits to total average deposits was 15.0616.50 percent for ninesix months ended SeptemberJune 30, 20172018 compared to 13.8814.81 percent for ninesix months ended SeptemberJune 30, 2016. This deposit mix2017. The general increase in market rates, had the effect of decreasingincreasing the average cost of total deposits by 24 basis points in ninesix months ended SeptemberJune 30, 20172018 compared to the same period a year ago.


Part I (Continued)

Item 2 (Continued)

 

Off-Balance-Sheet Off-Balance-SheetArrangements,Commitments,Guarantees,andContractualObligations

The following table summarizes the Company’s contractual obligations and other commitments to make future payments as of June 30, 2018. Payments for borrowings do not include interest. Payments related to leases are based on actual payments specified in the underlying contracts. Loan commitments and standby letters of credit are presented at contractual amounts; however, since many of these commitments are expected to expire unused or only partially used, the total amounts of these commitments do not necessarily reflect future cash requirements. The off-balance-sheet arrangements for loan commitments consist of approximately $11 million in 1-4 residential home equity and construction loans, $24 million in commercial real estate construction loans, $21 million in commercial/industrial loans and $51 million in the overdraft privilege program.

  

Payments Due by Period

 
  

Total

  

Less Than

1 Year

  

1 – 3 Years

  

3 – 5 Years

  

More Than 5 Years

 

Contractual Obligations:

                    

Subordinated Debentures

 $24,229  $-  $-  $-  $24,229 

Federal Home Loan Bank Advances

  53,500   5,000   7,500   27,000   14,000 

Other Borrowings

  8   8   -   -   - 

Operating Leases

  186   43   42   101   - 

Deposits with Stated Maturity Dates

  320,845   229,998   68,530   22,102   215 
                     
   398,768   235,049   76,072   49,203   38,444 
                     

Other Commitments:

                    

Loan Commitments (1)

  107,248   107,248   -   -   - 

Standby Letters of Credit (1)

  1,428   1,428   -   -   - 
                     
   108,676   108,676   -   -   - 

Total Contractual Obligations and Other Commitments

 $507,444  $343,725  $76,072  $49,203  $38,444 

(1) Additional information is included in Footnote 10 of the notes to consolidated financial statements.

 

In the ordinary course of business, the Company entershas entered 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.

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

  

Contract Amount

 
  September 30, 2017  

December 31, 2016

 
         

Loan Commitments

 $91,744  $71,359 

Letters of Credit

  1,566   1,551 

payable. 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.


PART I (Continued)

Item 2 (continued)

 

LoanCommitments. 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 SeptemberJune 30, 20172018 are included in the tablepreceding table.

StandbyLettersofCredit. Letters of credit are written conditional commitments issued by the Company to guarantee the performance of a customer to a third party. In the event the customer does not perform in Footnote 10accordance with the terms of the Consolidated Financial Statements.agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, the Company would be entitled to seek recovery from the customer. The Company’s policies generally require that standby letters of credit arrangements contain security and debt covenants similar to those contained in loan agreements. Standby letters of credit outstanding at June 30, 2018 are included in the preceding table.

 


Part I (Continued)

Item 2 (Continued)

Capital and Liquidity

 

At SeptemberJune 30, 2017,2018, stockholders’ equity totaled $91.60$88.25 million compared to $93.39$90.32 million at December 31, 2016.2017. In addition to net income of $7.17$6.26 million, other significant changes in stockholders’ equity during ninesix months ended SeptemberJune 30, 20172018 included $211$844 thousand of preferred stock dividends paid and $9.36 million redemption of preferred stock. The Company also had $633 thousand ofdeclared on common stock dividends paid during the nine months ended September 30, 2017.and $3.17 million repurchase of warrants. The accumulated other comprehensive income (loss) component of stockholders’ equity totaled $(3.78) thousand$(10.81) million at SeptemberJune 30, 20172018 compared to $(5.02)$(6.49) million at December 31, 2016.2017. 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 stockholdersstockholders’ 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 SeptemberJune 30, 20172018 was 14.7614.81 percent and total Tier 1 and 2 risk-based capital was 15.7515.74 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 SeptemberJune 30, 20172018 was 11.84,12.02, which exceeds the regulatory minimum of 4.50 percent. The Company’s Tier 1 leverage ratio as of SeptemberJune 30, 20172018 was 9.9110.17 percent, which exceeds the required ratio standard of 4 percent.

 

As of SeptemberJune 30, 2017,2018, average capital was $90.76$89.41 million, representing 7.587.46 percent of average assets for the year. This compares to 8.677.58 percent for September 2016.June 2017.

 

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 share of common stock in each of the first three quarters of 2017. The Company paid $0.05 per share of common stock in the first and second quarter of 2018.

 

The Company declared dividends of $211$211 thousand and $1.19 million on preferred stock on September 30, 2017 and 2016, respectively.March 31, 2017. The Company redeemed the remaining $9.36 million of preferred stock in the first quarter of 2017. The Company repurchased the Warrants in the second quarter of 2018 for $3.17 million. 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.

 

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 SeptemberJune 30, 2018, the available for sale bond portfolio totaled $331.9 million. At December 31, 2017, the available for sale bond portfolio totaled $338.2 million. At December 31, 2016, the available for sale bond portfolio totaled $323.7$354.2 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.


PART I (Continued)

Item 2 (continued)

 

Management continually monitors the relationship of loans to deposits as it primarily determines the Company’sCompany’s liquidity posture. The Company had ratios of loans to deposits of 75.574.0 percent as of SeptemberJune 30, 20172018 and 72.271.6 percent at December 31, 2016.2017. 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 SeptemberJune 30, 20172018 and December 31, 20162017 were 71.570.4 percent and 69.268.6 percent, respectively.


Part I (Continued)

Item 2 (Continued)

 

ManagementManagement 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 SeptemberJune 30, 20172018 and December 31, 2016,2017, the Company had $34.2$40.5 million and $32.2$38.9 million in certificates of deposit of $250$250,000 or more. These larger deposits represented 3.43.9 percent and 3.13.6 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 SeptemberJune 30, 2017,2018, the Company had $49.6$51.8 million, or 4.865.00 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 SeptemberJune 30, 2017,2018, the Company had $13.65$8.49 million, or 1.340.82 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 inof 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.

 

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.

ImpactofInflationandChangingPrices

The Company’s financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). GAAP presently requires the Company to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on the operations of the Company is reflected in increased operating costs, though given recent economic conditions, the Company has not experienced any material effects of inflation during the last three fiscal years. In management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond the control of the Company, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the United States government, its agencies and various other governmental regulatory authorities, among other things, as further discussed in the next section.

 


PARTPart I (Continued)

Item 2 (continued)(Continued)

RegulatoryandEconomicPolicies

The Company’s business and earnings are affected by general and local economic conditions and by the monetary and fiscal policies of the United States government, its agencies and various other governmental regulatory authorities, among other things. The Federal Reserve Board regulates the supply of money in order to influence general economic conditions. Among the instruments of monetary policy available to the Federal Reserve Board are (i) conducting open market operations in United States government obligations, (ii) changing the discount rate on financial institution borrowings, (iii) imposing or changing reserve requirements against financial institution deposits, and (iv) restricting certain borrowings and imposing or changing reserve requirements against certain borrowings by financial institutions and their affiliates. These methods are used in varying degrees and combinations to affect directly the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. For that reason alone, the policies of the Federal Reserve Board have a material effect on the earnings of the Company.

Governmental policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future; however, the Company cannot accurately predict the nature, timing or extent of any effect such policies may have on its future business and earnings.

 

Return on Assets and Stockholdersecently EquityIssuedAccountingPronouncements

 

The following table presents selected financial ratios for eachSee Note 1 - Summary of Significant Accounting Policies under the periods indicated.

  

 Three Months Ended

  

Nine Months Ended

 
  

September 30

  

September 30

 
  

2017

  

2016

  

2017

  

2016

 
                 

Return on Average Assets (1)

  0.88%  0.65%  0.78%  0.61%
                 

Return on Average Total Equity (1)

  11.57%  7.35%  10.23%  7.03%
                 

Average Total Equity to Average Assets

  7.58%  8.89%  7.58%  8.67%

(1) Computed using annualized net income availablesection headed Changes in Accounting Principles and Effects of New Accounting Pronouncements included in the Notes to common shareholders.


PART I (Continued)

Item 3the Consolidated Financial Statements.

 

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKMarket Risk and Interest Rate Sensitivity

Our financial performance is impacted by, among other factors, interest rate risk and credit risk. We do not utilize derivatives to mitigate our credit risk, relying instead on an extensive loan review process and our allowance for loan losses.

 

Interest rate risk is the change in value due to changes in interest rates. The Company is exposed only to U. S.U.S. dollar interest rate changes and, accordingly, the Company manages exposure by considering the possible changes in the net interest margin. The Company does not have any trading instruments nor does it classify any portion of its investment portfolio as held for trading. The Company does not engage in any hedging activity or utilize any derivatives. The Company has no exposure to foreign currency exchange rate risk, commodity price risk and other market risks. Interest rate risk is addressed by our Asset & Liability Management Committee (ALCO) which includes senior management representatives. The ALCO monitors interest rate risk by analyzing the potential impact to the net portfolio of equity value and net interest income from potential changes to interest rates and considers the impact of alternative strategies or changes in balance sheet structure.

Interest rates play a major part in the net interest income of financial institutions. The repricing of interest earnings assets and interest-bearing liabilities can influence the changes in net interest income. The timing of repriced assets and liabilities is Gap management and our Company has established its policy to maintain a Gap ratio in the one-year time horizon of .80 to 1.20.

Our exposure to interest rate risk is reviewed at least quarterly by our Board of Directors and the ALCO. Interest rate risk exposure is measured using interest rate sensitivity analysis to determine our change in net portfolio value in the event of assumed changes in interest rates. 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 materialThe Company has engaged FTN Financial to run a quarterly asset/liability model for interest rate risk analysis. We are generally focusing our investment activities on securities with terms or average lives in the 3 ½ - 5 ½ year range.

Market risk reflects the risk of economic loss resulting from adverse changes in market prices and interest rates. This risk of loss can be reflected in either reduced current market values or reduced current and potential net income. Colony’s most significant market risk is interest rate risk. This risk arises primarily from Colony’s extension of loans and acceptance of deposits.

Managing interest rate risk is a primary goal of the asset liability management function. Colony attempts to achieve stability in net interest income while limiting volatility arising from changes in interest rates. Colony seeks to achieve this goal by balancing the maturity and repricing characteristics of assets and liabilities. Colony manages its exposure to fluctuations in interest rates through policies established by ALCO and approved by the Board of Directors. ALCO meets at least quarterly and has responsibility for developing asset liability management policies, reviewing the interest rate sensitivity of Colony, and developing and implementing strategies to improve balance sheet structure and interest rate risk positioning.


Part I (Continued)

Item 2 (Continued)

Colony measures the sensitivity of net interest income to changes in market interest rates through the utilization of Asset/Liability simulation modeling. On at least a quarterly basis, the following twenty-four month time period is simulated to determine a baseline net interest income forecast and the sensitivity of this forecast to changes in interest rates. These simulations include all of Colony’s earning assets and liabilities. Forecasted balance sheet changes, primarily reflecting loan and deposit growth and forecasts, are included in the periods modeled. Projected rates for loans and deposits are based on management’s outlook and local market conditions.

The magnitude and velocity of rate changes among the various asset and liability groups exhibit different characteristics for each possible interest rate scenario; additionally, customer loan and deposit preferences can vary in response to changing interest rates. Simulation modeling enables Colony to capture the expected effect of these differences. Assumptions utilized in the model are updated on an ongoing basis and are reviewed and approved by the ALCO Committee of the Board of Directors.

Colony has modeled its baseline net interest income forecast assuming a flat interest rate environment with the federal funds rate at the Federal Reserve's current targeted range of 1.75% to 2.00% and the current prime rate of 5.00%. Colony has modeled the impact of a gradual increase in short-term rates of 100 and 200 basis points and a decline of 100 basis points to determine the sensitivity of net interest income for the next twelve months. As illustrated in the table below, the net interest income sensitivity model indicates that, compared with a net interest income forecast assuming stable rates, net interest income is projected to decrease by 0.27% and decrease by 0.94% if interest rates increased by 100 and 200 basis points, respectively. Net interest income is projected to decline by 0.92% if interest rates decreased by 100 basis points. These changes were within Colony’s policy limit of a maximum 15% negative change.

Twelve Month Net Interest Income Sensitivity

       
        
   

Estimated Change in Net Interest Income

 

Change in Short-term Interest Rates (in basis points)

  

June 30,

2018

  

December 31, 2017

 

+200

  -0.94%  0.27% 

+100

  -0.27%  0.58% 

Flat

  -%  -% 
-100  -0.92%  -2.57% 

The measured interest rate sensitivity indicates a liability sensitive position over the next year, which could serve to decrease net interest income in a rising interest rate environment. The actual realized change in net interest income would depend on several factors, some of which could serve to reduce or eliminate the asset sensitivity noted above. These factors include a higher than projected level of deposit customer migration to higher cost deposits, such as certificates of deposit, which would increase total interest expense and serve to reduce the realized level of asset sensitivity. Another factor which could impact the realized interest rate sensitivity in a rising rate environment is the repricing behavior of interest bearing non-maturity deposits. Assumptions for repricing are expressed as a beta relative to the change in the prime rate. For instance, a 25% beta would correspond to a deposit rate that would increase 0.25% for every 1% increase in the prime rate. Projected betas for interest bearing non-maturity deposit repricing are a key component of determining the Company's interest rate risk position. Should realized betas be higher than projected betas, the expected benefit from higher interest rates would be reduced.

The net interest income simulation model is the primary tool utilized to evaluate potential interest rate risks over a shorter term time horizon. Colony also evaluates potential longer term interest rate risk through modeling and evaluation of economic value of equity (EVE). This EVE modeling allows Colony to capture longer-term repricing risk and options risk embedded in the balance sheet. Simulation modeling is utilized to measure the economic value of equity and its sensitivity to immediate changes in interest rates. These simulations value only the current balance sheet and do not incorporate growth assumptions used in the net interest income simulation. The economic value of equity is the net fair value of assets and liabilities derived from the information providedpresent value of future cash flows discounted at current market interest rates. From this baseline valuation, Colony evaluates changes in the value of each of these items in various interest rate scenarios to determine the net impact on the economic value of equity. Key assumptions utilized in the model, namely loan prepayments, deposit pricing betas, and non-maturity deposit durations have a significant impact on the results of the EVE simulations.


Part I (Continued)

Item 2 (Continued)

As illustrated in the table below, the economic value of equity model indicates that, compared with a valuation assuming stable rates, EVE is projected to increase by 5.80% and 9.26%, assuming an immediate and sustained increase in interest rates of 100 and 200 basis points, respectively. The primary reason for the increase in asset sensitivity from the prior year is a more aggressive assumption regarding non-maturity deposit durations. Assuming an immediate 100 basis point decline in rates, EVE is projected to decrease by 8.54%. These changes were within Colony’s policy except in the -100 basis point change, which limits the maximum negative change in EVE to 10% of the base EVE. We believe this projection outside of policy is mitigated by the unlikely reduction in interest rates due to the current rate environment.

Economic Value of Equity Sensitivity

 

       
   

Estimated Change in EVE

 

Immediate Change in Interest Rates

(in basis points)

  

June 30,

2018

  

December 31,

2017

 

+200

  9.26%  13.13% 

+100

  5.80%  7.93% 
-100  -8.54%  -11.73% 

Colony is also subject to market risk in certain of its fee income business lines. Financial management services revenues, which include trust, brokerage, and asset management fees, can be affected by risk in the securities markets, primarily the equity securities market. A significant portion of the fees in this unit are determined based upon a percentage of asset values. Weaker securities markets and lower equity values have an adverse impact on the fees generated by these operations. Trading account assets, maintained to facilitate brokerage customer activity, are also subject to market risk. This risk is not considered significant, as trading activities are limited and subject to risk policy limits. Mortgage banking income is also subject to market risk. Mortgage loan originations are sensitive to levels of mortgage interest rates and therefore, mortgage banking income could be negatively impacted during a period of rising interest rates. The extension of commitments to customers to fund mortgage loans also subjects Colony to market risk. This risk is primarily created by the time period between making the commitment and closing and delivering the loan. Colony seeks to minimize this exposure by utilizing various risk management tools, the primary of which are forward sales commitments and best efforts commitments.


Part I (Continued)

Item 2 (Continued)

The following table is an analysis of the Company’s interest rate-sensitivity position at June 30, 2018. The interest-bearing rate-sensitivity gap, which is the difference between interest-earning assets and interest-bearing liabilities by repricing period, is based upon maturity or first repricing opportunity, along with a cumulative interest rate-sensitivity gap. It is important to note that the table indicates a position at a specific point in time and may not be reflective of positions at other times during the year or in subsequent periods. Major changes in the gap position can be, and are, made promptly as market outlooks change.

  

Assets and Liabilities Repricing Within

 
  

3 Months

  4 to 12      1 to 5  

Over 5

     
  

or Less

  

Months

  

1 Year

  

Years

  

Years

  

Total

 

INTEREST-EARNING ASSETS:

                        

Interest-Bearing Deposits

 $38,573  $-  $38,573  $-  $-  $38,573 

Investment Securities

  1,166   4,393   5,559   171,730   154,649   331,938 

Loans, Net of Unearned Income

  130,321   161,537   291,858   438,005   36,933   766,796 

Other Interest- Earning Assets

  3,382   -   3,382   -   -   3,382 
                         

Total Interest-Earning Assets

 $173,442  $165,930  $339,372  $609,735  $191,582  $1,140,689 
                         

INTEREST-BEARING LIABILITIES:

                        

Interest-Bearing Demand Deposits (1)

  457,538   -   457,538   -   -   457,538 

Savings (1)

  80,167   -   80,167   -   -   80,167 

Time Deposits

  60,529   169,469   229,998   90,632   215   320,845 

Other Borrowings

  5,008   9,000   14,008   39,500   -   53,508 

Subordinated Debentures

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

Total Interest-Bearing Liabilities

  627,471   178,469   805,940   130,132   215   936,287 
                         

Interest Rate-Sensitivity Gap

  (454,029)  (12,539)  (466,568)  479,603   191,367  $204,402 
                         

Cumulative Interest-Sensitivity Gap

 $(454,029) $(466,568) $(466,568) $13,035  $204,402     
                         

Interest Rate-Sensitivity Gap as a Percentage of Interest-Earning Assets

  (39.80)%  (1.10)%  (40.90)%  42.04%  16.78%    
                         

Cumulative Interest Rate-Sensitivity as a Percentage of Interest-Earning

  (39.80)%  (40.90)%  (40.90)%  1.14%  17.92%    

(1) Interest-bearing Demand and Savings Accounts for repricing purposes are considered to reprice within 3 months or less.


Part I (Continued)

Item 2 (Continued)

The foregoing table indicates that we had a one year negative gap of $466.6 million, or 40.90 percent of total interest-earning assets at June 30, 2018. In theory, this would indicate that at June 30, 2018, $466.6 million more in liabilities than assets would reprice if there were a change in interest rates over the next 365 days. Thus, if interest rates were to decline, the gap would indicate a resulting increase in net interest margin. However, changes in the mix of interest-earning assets or supporting liabilities can either increase or decrease the net interest margin without affecting interest rate sensitivity. In addition, the interest rate spread between an asset and our supporting liability can vary significantly while the timing of repricing of both the assets and our supporting liability can remain the same, thus impacting net interest income. This characteristic is referred to as a basis risk and, generally, relates to the repricing characteristics of short-term funding sources such as certificates of deposits.

Gap analysis has certain limitations. Measuring the volume of repricing or maturing assets and liabilities does not always measure the full impact on the portfolio value of equity or net interest income. Gap analysis does not account for rate caps on products; dynamic changes such as increasing prepay speeds as interest rates decrease, basis risk, or the benefit of non-rate funding sources. The majority of our loan portfolio reprices quickly and completely following changes in market rates, while non-term deposit rates in general move slowly and usually incorporate only a fraction of the change in rates. Products categorized as non-rate sensitive, such as our noninterest-bearing demand deposits, in the gap analysis behave like long term fixed rate funding sources. Both of these factors tend to make our actual behavior more asset sensitive than is indicated in the gap analysis. In fact, we experience higher net interest income when rates rise, opposite what is indicated by the gap analysis. Therefore, management uses gap analysis, net interest margin analysis and market value of portfolio equity as our primary interest rate risk management tools. The Company’s annual report has established its one year gap to be 80 percent to 120 percent. The most recent analysis as of June 30, 2018 indicates a one year gap of 1.07 percent. The analysis reflects slight net interest margin compression in both a declining and increasing interest rate environment. Given that interest rates have shown a gradual increase with the Federal Reserve’s actions since 2015, the Company is anticipating interest rates to increase in the future though we believe that interest rates will increase modestly in 2018. The Company is focusing on areas to minimize margin compression in the future by minimizing longer term fixed rate loans, shortening on the yield curve with investments, securing longer term FHLB advances, securing certificates of deposit for longer terms and focusing on reduction of nonperforming assets.

The Company utilizes FTN Financial Asset/Liability Management Analysis for a more dynamic analysis of balance sheet structure. The Company has established policies for rate shock per basis point (bp) for earnings at risk for net interest income and for equity at risk. The following table shows the policy limits with the rate shock for earnings at risk and equity at risk June 30, 2018.

 

Rate Shock

 

Policy

 

Immediate Shock

  

Immediate Shock

 
     

(-) decrease bp

  

(+) increase bp

 

Net Interest Income –

+/- 100 bp

 

+/- 10%

 -2.39%  2.42% 

Earnings at Risk

+/- 200 bp

 

+/- 15%

 -7.00   -0.94  
 

+/- 300 bp

 

+/- 20%

 -1.43   0.70  
 

+/- 400 bp

 

+/- 25%

 -14.93   -2.78  
            

Equity at Risk

+/- 100 bp

 

+/- 10%

 -0.48   0.39  
 

+/- 200 bp

 

+/- 20%

 -22.16   9.26  
 

+/- 300 bp

 

+/- 30%

 6.28   15.82  
 

+/- 400 bp

 

+/- 40%

 -40.43   11.37  

Return on Assets and Stockholders Equity

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

  Three Months Ended

June 30

  

Six Months Ended

June 30

 
  

2018

  

2017

  

2018

  

2017

 
                 

Return on Average Assets (1)

  1.03%  0.81%  1.04%  0.72%
                 

Return on Average Total Equity (1)

  13.82%  11.10%  14.00%  9.56%
                 

Average Total Equity to Average Assets

  7.45%  7.34%  7.46%  7.58%

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


Part I (Continued)

Item 3

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by Item 305 of Regulation 5-K is contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-K for10-Q under the year ended December 31, 2016.heading “Market Risk and Interest Rate Sensitivity”, which information is incorporated herein by reference.

 

ITEM 4 CONTROLS AND PROCEDURES

 

The Company’sCompany’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 SeptemberJune 30, 20172018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 


Part II – OTHER INFORMATION

PART II

ITEM 1 – LEGAL PROCEEDINGS

None

ITEM 1A – RISK FACTORS

There have been no material changes to the risk factors disclosed in Item 61A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2017.

ITEM 2 – UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no shares of the Company’s common stock sold during the three-month period ended June 30, 2018.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable

ITEM 5 – OTHER INFORMATION

None

 

ITEM 6 – EXHIBITS

 

3.1 Articles of Incorporation, As Amended

-filed as Exhibit 99.1 to the Registrant’sRegistrant’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’sRegistrant’s Registration Statement on Form 10 (File No. 0-18486), filed with the Commission on April 25, 1990 and incorporated herein by reference.

 

3.3 Article 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’sRegistrant’s Current Report on Form 8-K (File No. 000-12436) filed with the Commission on January 13, 2009 and incorporated herein by reference.

 

3.4 Articles 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’sRegistrant’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’sCompany’s Bylaws

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

 

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


Part II (Continued)

Item 6 (Continued)

 

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


PART II (continued)

Item 6 (continued)

 

10.3 1999 Restricted Stock Grant Plan and Restricted Stock Grant Agreement

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

 

10.4 2004 Restricted Stock Grant Plan and Restricted Stock Grant Agreement

- filed as Exhibit C to the Registrant’sRegistrant’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’sRegistrant’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’sRegistrant’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’sRegistrant’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’sRegistrant’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 by Henry F. Brown, Jr.

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


Part II (Continued)

Item 6 (Continued)

 

10.11 Form of Waiver, Executed by Larry E. Stevenson

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


PART II (continued)

Item 6 (continued)

 

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’sRegistrant’s Current Report on Form 8-K (File No. 000-12436), filed with the Commission on May 3,2, 2012 and incorporated herein by reference.

 

99.199.1 Retention Agreement

-filed as Exhibit 99.1 to the Registrant’sRegistrant’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’sRegistrant’s 10-Q for the period ended June 30, 2016 (File No. 000-12436), filed with the Commission on August 2,May 31, 2016 and incorporated herein by reference.

99.3 Retention Agreement

-filed as Exhibit 99.3 to the Registrant’s 10-Q for the period ended March 31, 2018 (File No. 000-12436), filed with the Commission on May 4, 2018 and incorporated herein by reference.

 

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

 

32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-OxleySarbanes-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.

 

 

Colony Bankcorp, Inc.

 

   

 

 

 

 

/s/ Edward P. Loomis, Jr.T. Heath Fountain

 

Date:     October 31, 2017  

     August 3, 2018

Edward P. Loomis, Jr.

T. Heath Fountain

 

 

President/Director/Chief Executive Officer

 

   
   
   
 /s/ Terry L. Hester 
/s/ Terry L. Hester

Date:     October 31, 2017  

     August 3, 2018Terry L. Hester 
 Executive Vice-President/Director/Chief Financial Officer 

 

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