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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period endedSeptember March 31, 202130, 2017

or

 

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

 

Commission file number: 000-19297

FIRST COMMUNITY BANCSHARES, INC.

 
 

(Exact name of registrant as specified in its charter)FIRST COMMUNITY BANKSHARES, INC.

 

(Exact name of registrant as specified in its charter)

 

NevadaVirginia

 

55-0694814

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

P.O. Box 989

Bluefield, Virginia

24605-0989

(Address of principal executive offices)

 

24605-0989

(Address of principal executive offices)

(Zip Code)

 

 

(276) 326-9000

 
 

(Registrant’sRegistrant’s telephone number, including area code)

 

 

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ($1.00 par value)

FCBC

NASDAQ Global Select

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyevery 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 ☐ No

 

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

 
 

Large accelerated filer

Accelerated filer

 

Non-accelerated filer ☐ (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 Section 13(a) of the Exchange Act.

 

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

Yes ☑ No

 

As of October 27, 2017,May 04, 2021, there were 16,987,33917,538,048 shares outstanding of the registrant’s Common Stock, $1.00 par value.

 

 

 

FIRST COMMUNITY BANCSHARES,BANKSHARES, INC.

FORM 10-Q

INDEX

 

PART I.

FINANCIAL INFORMATION

PAGEPage

   

Item 1.

Financial Statements

 
  

Condensed Consolidated Balance Sheets as of September 30, 2017March 31, 2021 (Unaudited) and December 31, 20162020

4

  

Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2017March 31, 2021 and 20162020 (Unaudited)

5

  

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017March 31, 2021 and 20162020 (Unaudited)

6

  

Condensed Consolidated Statements of Changes in StockholdersStockholders’ Equity for the NineThree Months Ended September 30, 2017March 31, 2021 and 20162020 (Unaudited)

7

  

Condensed Consolidated Statements of Cash Flows for the NineThree Months Ended September 30, 2017March 31, 2021 and 20162020 (Unaudited)

8

  

Notes to Condensed Consolidated Financial Statements (Unaudited)

9

Item 2.

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

4135

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

5948

Item 4.

Controls and Procedures

5948

   

PART II.

OTHER INFORMATION

 
   

Item 1.

Legal Proceedings

59

48

Item 1A.

Risk Factors

6048

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

6049

Item 3.

Defaults Upon Senior Securities

6049

Item 4.

Mine Safety Disclosures

6049

Item 5.

Other Information

6049

Item 6.

Exhibits

6049

   

SIGNATURESSignatures

6351

 

2

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Forward-looking statements in filings with the Securities and Exchange Commission, including this Quarterly Report on Form 10-Q and the accompanying Exhibits, filings incorporated by reference, reports to shareholders, and other communications that represent the Company’sCompany’s beliefs, plans, objectives, goals, guidelines, expectations, anticipations, estimates, and intentions are made in good faith pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” and other similar expressions identify forward-looking statements. The following factors, among others, could cause financial performance to differ materially from that expressed in such forward-looking statements:

 

the strength of the U.S. economy in general and the strength of the local economies in which we conduct operations;

 

the effects of the COVID-19 pandemic, including the negative impacts and changes in, trade, monetary,disruptions to the communities the Company serves, and fiscal policiesthe domestic and laws, including interest rate policies ofglobal economy, which may have an adverse effect on the Federal Reserve System;Company’s business;

 

inflation, interest rate, marketthe strength of the U.S. economy in general and monetary fluctuations;the strength of the local economies in which we conduct operations;

 

the effects of, and changes in, trade, monetary, and fiscal policies and laws, including interest rate policies of the Federal Reserve System;

inflation, interest rate, market and monetary fluctuations;

timely development of competitive new products and services and the acceptance of these products and services by new and the acceptance of these products and services by new and existing customers;

 

the willingness of customers to substitute competitorscompetitors’ products and services for the Company’s products and services and vice versa;

 

the impact of changes in financial services laws and regulations, including laws about taxes, banking, securities, and insurance, and the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act;insurance;

 

the impact of the U.S. Department of the Treasury and federal banking regulatorsregulators’ continued implementation of programs to address capital and liquidity in the banking system;

 

further, future, and proposed rules, including those that are part of the process outlined in the Basel Committee on Banking Supervision’s “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” which require banking institutions to increase levels of capital;technological changes;

technological changes;

 

the cost and effects of cyber incidents or other failures, interruptions, or security breaches of our systems or those of third-party providers;

the effect of acquisitions, including, without limitation,changes in accounting policies and practices, as may be adopted by the failure to achieveregulatory agencies, as well as the expected revenue growth and/or expense savings from such acquisitions;

Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters; 
 

the effect of acquisitions, including, without limitation, the failure to achieve the expected revenue growth and profitability of noninterest, and/or fee, income being less than expected;expense savings from such acquisitions;

unanticipated regulatory or judicial proceedings;

changes in consumer spending and saving habits; and

 

the Company’sgrowth and profitability of noninterest, or fee, income being less than expected;

unanticipated regulatory or judicial proceedings;

changes in consumer spending and saving habits; and

the Company’s success at managing the risks mentioned above.

 

This list of important factors is not exclusive. If one or more of the factors affecting these forward-looking statements proves incorrect, actual results, performance, or achievements could differ materially from those expressed in, or implied by, forward-looking statements contained in this Quarterly Report on Form 10-Q and other reports we file with the Securities and Exchange Commission. Therefore, the Company cautions you not to place undue reliance on forward-looking information and statements. Further, statements about the potential effects of the COVID-19 pandemic on our business, financial condition, liquidity and results of operations may contain forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control. The Company does not intend to update any forward-looking statements, whether written or oral, to reflect changes. These cautionary statements expressly qualify all forward-looking statements that apply to the Company including the risk factors presented in Part II, Item 1A, “Risk Factors,” of this report and Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2020.

 

3

 

PART I.

FINANCIAL INFORMATION

 

Item 1.Financial StatementsStatements

FIRST COMMUNITY BANCSHARES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

September 30,

  

December 31,

  

March 31,

 

December 31,

 
 

2017

   2016(1)  

2021

  2020(1) 

(Amounts in thousands, except share and per share data)

 

(Unaudited)

      

(Unaudited)

   

Assets

              

Cash and due from banks

 $37,050  $36,645  $54,863  $58,404 

Federal funds sold

  67,124   38,717  570,486  395,756 

Interest-bearing deposits in banks

  945   945   3,396   2,401 

Total cash and cash equivalents

  105,119   76,307  628,745  456,561 

Securities available for sale

  174,424   165,579 

Securities held to maturity

  25,182   47,133 

Loans held for investment, net of unearned income

        

Non-covered

  1,806,434   1,795,954 

Covered

  31,287   56,994 

Less: allowance for loan losses

  (19,206)  (17,948)

Debt securities available for sale

 87,643  83,358 

Loans held for investment, net of unearned income (includes covered loans of $9,041 and $9,680, respectively)

 2,146,640  2,186,632 

Allowance for credit losses

  (34,563)  (26,182)

Loans held for investment, net

  1,818,515   1,835,000  2,112,077  2,160,450 

FDIC indemnification asset

  7,465   12,173  946  1,223 

Premises and equipment, net

  48,949   50,085  57,371  57,700 

Other real estate owned, non-covered

  3,543   5,109 

Other real estate owned, covered

  54   276 

Other real estate owned

 1,740  2,083 

Interest receivable

  5,156   5,553  8,724  9,052 

Goodwill

  95,779   95,779  129,565  129,565 

Other intangible assets

  6,417   7,207  6,712  7,069 

Other assets

  84,177   86,197   106,543   104,075 

Total assets

 $2,374,780  $2,386,398  $3,140,066  $3,011,136 
         

Liabilities

              

Deposits

             

Noninterest-bearing

 $452,940  $427,705  $824,576  $772,795 

Interest-bearing

  1,410,880   1,413,633   1,848,524   1,773,452 

Total deposits

  1,863,820   1,841,338  2,673,100  2,546,247 

Securities sold under agreements to repurchase

  83,783   98,005  1,519  964 

FHLB borrowings

  50,000   65,000 

Other borrowings

  -   15,708 

Interest, taxes, and other liabilities

  24,540   27,290   39,448   37,195 

Total liabilities

  2,022,143   2,047,341  2,714,067  2,584,406 
         

Stockholders' equity

              

Preferred stock, undesignated par value; 1,000,000 shares authorized; Series A Noncumulative Convertible Preferred Stock, $0.01 par value; 25,000 shares authorized; none outstanding

   -    - 

Common stock, $1 par value; 50,000,000 shares authorized; 21,381,779 shares issued at September 30, 2017, and December 31, 2016; 4,395,277 and 4,387,571 shares in treasury at September 30, 2017, and December 31, 2016, respectively

   21,382    21,382 

Preferred stock, undesignated par value; 1,000,000 shares authorized; Series A Noncumulative Convertible Preferred Stock, $0.01 par value; 25,000 shares authorized; none outstanding

 0  0 

Common stock, $1 par value; 50,000,000 shares authorized; 24,376,278 shares issued and 17,592,009 outstanding at March 31, 2021; 24,319,076 shares issued and 17,722,507 outstanding at December 31, 2020

 17,592  17,723 

Additional paid-in capital

  228,510   228,142  169,173  173,345 

Retained earnings

  182,145   170,377  241,889  237,585 

Treasury stock, at cost

  (79,333)  (78,833)

Accumulated other comprehensive loss

  (67)  (2,011)  (2,655)  (1,923)

Total stockholders' equity

  352,637   339,057   425,999   426,730 

Total liabilities and stockholders' equity

 $2,374,780  $2,386,398  $3,140,066  $3,011,136 
        

(1) Derived from audited financial statements

        

 


(1) Derived from audited financial statements

See Notes to Condensed Consolidated Financial Statements.

 

4

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

  

Three Months Ended

 
  

March 31,

 

(Amounts in thousands, except share and per share data)

 

2021

  

2020

 

Interest income

        

Interest and fees on loans

 $26,540  $28,058 

Interest on securities -- taxable

  198   380 

Interest on securities -- tax-exempt

  297   538 

Interest on deposits in banks

  116   533 

Total interest income

  27,151   29,509 

Interest expense

        

Interest on deposits

  869   1,825 

Interest on short-term borrowings

  0   2 

Total interest expense

  869   1,827 

Net interest income

  26,282   27,682 

(Recovery of) provision for credit losses

  (4,001)  3,500 

Net interest income after provision for loan losses

  30,283   24,182 

Noninterest income

        

Wealth management

  881   844 

Service charges on deposits

  3,031   3,731 

Other service charges and fees

  3,022   2,231 

Net gain on sale of securities

  0   385 

Net FDIC indemnification asset amortization

  (280)  (486)

Other operating income

  915   844 

Total noninterest income

  7,569   7,549 

Noninterest expense

        

Salaries and employee benefits

  10,884   11,386 

Occupancy expense

  1,275   1,315 

Furniture and equipment expense

  1,367   1,384 

Service fees

  1,335   1,523 

Advertising and public relations

  335   512 

Professional fees

  466   233 

Amortization of intangibles

  357   361 

FDIC premiums and assessments

  199   0 

Merger expenses

  0   1,893 

Other operating expense

  2,602   3,057 

Total noninterest expense

  18,820   21,664 

Income before income taxes

  19,032   10,067 

Income tax expense

  4,430   2,195 

Net income

 $14,602  $7,872 
         

Earnings per common share

        

Basic

 $0.83  $0.44 

Diluted

  0.82   0.44 

Weighted average shares outstanding

        

Basic

  17,669,937   17,998,994 

Diluted

  17,729,185   18,050,071 

 

FIRST COMMUNITY BANCSHARES, INC.See Notes to Condensed Consolidated Financial Statements.

5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 

(Amounts in thousands, except share and per share data)

 

2017

  

2016

  

2017

  

2016

 

Interest income

                

Interest and fees on loans

 $22,694  $21,952  $67,435  $65,762 

Interest on securities -- taxable

  341   738   1,157   2,729 

Interest on securities -- tax-exempt

  739   905   2,299   2,762 

Interest on deposits in banks

  275   26   655   55 

Total interest income

  24,049   23,621   71,546   71,308 

Interest expense

                

Interest on deposits

  1,275   1,133   3,674   3,334 

Interest on short-term borrowings

  213   548   634   1,613 

Interest on long-term debt

  511   819   1,753   2,438 

Total interest expense

  1,999   2,500   6,061   7,385 

Net interest income

  22,050   21,121   65,485   63,923 

Provision for (recovery of) loan losses

  730   (1,154)  2,156   755 

Net interest income after provision for loan losses

  21,320   22,275   63,329   63,168 

Noninterest income

                

Wealth management

  758   653   2,339   2,147 

Service charges on deposits

  3,605   3,494   10,078   10,146 

Other service charges and fees

  2,141   2,024   6,387   6,088 

Insurance commissions

  306   1,592   1,004   5,383 

Impairment losses on securities

  -   (4,635)  -   (4,646)

Portion of loss recognized in other comprehensive income

  -   -   -   - 

Net impairment losses recognized in earnings

  -   (4,635)  -   (4,646)

Net loss on sale of securities

  -   25   (657)  (53)

Net FDIC indemnification asset amortization

  (268)  (1,369)  (3,186)  (3,856)

Net gain on divestitures

  -   3,065   -   3,065 

Other operating income

  593   1,046   2,336   2,554 

Total noninterest income

  7,135   5,895   18,301   20,828 

Noninterest expense

                

Salaries and employee benefits

  9,137   9,828   27,178   30,501 

Occupancy expense

  1,082   1,249   3,671   4,139 

Furniture and equipment expense

  1,133   1,066   3,311   3,271 

Amortization of intangibles

  266   316   790   871 

FDIC premiums and assessments

  227   363   698   1,109 

Merger, acquisition, and divestiture expense

  -   226   -   675 

Other operating expense

  5,064   5,509   15,802   15,527 

Total noninterest expense

  16,909   18,557   51,450   56,093 

Income before income taxes

  11,546   9,613   30,180   27,903 

Income tax expense

  3,894   3,230   9,908   9,181 

Net income

  7,652   6,383   20,272   18,722 

Dividends on preferred stock

  -   -   -   - 

Net income available to common shareholders

 $7,652  $6,383  $20,272  $18,722 
                 

Earnings per common share

                

Basic

 $0.45  $0.37  $1.19  $1.07 

Diluted

  0.45   0.37   1.19   1.07 

Cash dividends per common share

  0.18   0.16   0.50   0.44 

Weighted average shares outstanding

                

Basic

  17,005,654   17,031,074   17,005,350   17,433,406 

Diluted

  17,082,729   17,083,526   17,076,958   17,475,211 
  

Three Months Ended

 
  

March 31,

 
  

2021

  

2020

 

(Amounts in thousands)

        

Net income

 $14,602  $7,872 

Other comprehensive income, before tax

        

Available-for-sale debt securities:

        

Change in net unrealized (losses) gains on debt securities without other-than-temporary impairment

  (817)  1,199 

Reclassification adjustment for net (gains) recognized in net income

  0   (385)

Net unrealized (losses) gains on available-for-sale debt securities

  (817)  814 

Employee benefit plans:

        

Net actuarial (loss)

  (206)  (446)

Reclassification adjustment for amortization of prior service cost and net actuarial loss recognized in net income

  97   97 

Net unrealized (losses) on employee benefit plans

  (109)  (349)

Other comprehensive (loss) income, before tax

  (926)  465 

Income tax (benefit) expense

  (194)  98 

Other comprehensive (loss) income, net of tax

  (732)  367 

Total comprehensive income

 $13,870  $8,239 

 

See Notes to Condensed Consolidated Financial Statements.

 

5
6

FIRST COMMUNITY BANCSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2017

  

2016

  

2017

  

2016

 

(Amounts in thousands)

                

Net income

 $7,652  $6,383  $20,272  $18,722 

Other comprehensive income, before tax

                

Available-for-sale securities:

                

Change in net unrealized (losses) gains on securities without other-than-temporary impairment

  (169)  744   2,127   4,141 

Reclassification adjustment for net losses recognized in net income

  -   (25)  657   53 

Reclassification adjustment for other-than-temporary impairment losses recognized in net income

  -   4,635   -   4,646 

Net unrealized (losses) gains on available-for-sale securities

  (169)  5,354   2,784   8,840 

Employee benefit plans:

                

Net actuarial (loss) gain

  (1)  (2)  133   (56)

Reclassification adjustment for amortization of prior service cost and net actuarial loss recognized in net income

  65   69   194   205 

Net unrealized gains on employee benefit plans

  64   67   327   149 

Other comprehensive (loss) income, before tax

  (105)  5,421   3,111   8,989 

Income tax (benefit) expense

  (39)  2,034   1,167   3,372 

Other comprehensive (loss) income, net of tax

  (66)  3,387   1,944   5,617 

Total comprehensive income

 $7,586  $9,770  $22,216  $24,339 

See Notes to Consolidated Financial Statements.

 

FIRST COMMUNITY BANCSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

THREE MONTHS ENDED

March 31, 2021 and 2020

 

                      

Accumulated

     
          

Additional

          

Other

     
  

Preferred

  

Common

  

Paid-in

  

Retained

  

Treasury

  

Comprehensive

     

(Amounts in thousands,

 

Stock

  

Stock

  

Capital

  

Earnings

  

Stock

  

Income (Loss)

  

Total

 

except share and per share data)

                            

Balance January 1, 2016

 $-  $21,382  $227,692  $155,647  $(56,457) $(5,247) $343,017 

Net income

  -   -   -   18,722   -   -   18,722 

Other comprehensive income

  -   -   -   -   -   5,617   5,617 

Common dividends declared -- $0.44 per share

  -   -   -   (7,680)  -   -   (7,680)

Equity-based compensation expense

  -   -   144   -   -   -   144 

Common stock options exercised -- 11,730 shares

  -   -   (23)  -   205   -   182 

Restricted stock awards -- 15,587 shares

  -   -   26   -   270   -   296 

Issuance of treasury stock to 401(k) plan -- 16,290 shares

  -   -   45   -   287   -   332 

Purchase of treasury shares -- 1,152,776 shares at $20.00 per share

  -   -   -   -   (23,094)  -   (23,094)

Balance September 30, 2016

 $-  $21,382  $227,884  $166,689  $(78,789) $370  $337,536 
               ��             

Balance January 1, 2017

 $-  $21,382  $228,142  $170,377  $(78,833) $(2,011) $339,057 

Net income

  -   -   -   20,272   -   -   20,272 

Other comprehensive income

  -   -   -   -   -   1,944   1,944 

Common dividends declared -- $0.50 per share

  -   -   -   (8,504)  -   -   (8,504)

Equity-based compensation expense

  -   -   290   -   -   -   290 

Common stock options exercised -- 8,036 shares

  -   -   6   -   145   -   151 

Restricted stock awards -- 21,542 shares

  -   -   (40)  -   387   -   347 

Issuance of treasury stock to 401(k) plan -- 12,834 shares

  -   -   112   -   231   -   343 

Purchase of treasury shares -- 50,118 shares at $25.16 per share

  -   -   -   -   (1,263)  -   (1,263)

Balance September 30, 2017

 $-  $21,382  $228,510  $182,145  $(79,333) $(67) $352,637 
                  

Accumulated

     
          

Additional

      

Other

     

(Amounts in thousands,

 

Preferred

  

Common

  

Paid-in

  

Retained

  

Comprehensive

     

except share and per share data)

 

Stock

  

Stock

  

Capital

  

Earnings

  

Income (Loss)

  

Total

 
                         

Balance January 1, 2020

 $0  $18,377  $192,413  $219,535  $(1,506) $428,819 

Net income

  0   0   0   7,872   0   7,872 

Other comprehensive income

  0   0   0   0   367   367 

Common dividends declared -- $0.25 per share

  0   0   0   (4,593)  0   (4,593)

Equity-based compensation expense

  0   51   788   0   0   839 

Issuance of common stock to 401(k) plan -- 6,617 shares

  0   7   167   0   0   174 

Repurchase of common shares -- 734,653 shares at $29.77 per share

  0   (735)  (21,137)  0   0   (21,872)

Balance March 31, 2020

 $0  $17,700  $172,231  $222,814  $(1,139) $411,606 
                         

Balance January 1, 2021

 $0  $17,723  $173,345  $237,585  $(1,923) $426,730 
Cumulative effect of adoption of ASU 2016-13  0   0   0   (5,870)  0   (5,870)

Net income

  0   0   0   14,602   0   14,602 

Other comprehensive income

  0   0   0   0   (732)  (732)

Common dividends declared -- $0.25 per share

  0   0   0   (4,428)  0   (4,428)

Equity-based compensation expense

  0   51   483   0   0   534 

Issuance of common stock to 401(k) plan -- 5,652 shares

  0   6   142   0   0   148 
Repurchase of common shares -- 187,700 shares at $26.56 per share  0   (188)  (4,797)  0   0   (4,985)

Balance March 31, 2021

 $0  $17,592  $169,173  $241,889  $(2,655) $425,999 

 

See Notes to Condensed Consolidated Financial Statements.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

  

Three Months Ended

 
  

March 31,

 

(Amounts in thousands)

 

2021

  

2020

 

Operating activities

        

Net income

 $14,602  $7,872 

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

        

(Recovery of) provision for credit losses

  (4,001)  3,500 

Depreciation and amortization of premises and equipment

  1,125   1,090 

Amortization of premiums on investments, net

  85   1,243 

Amortization of FDIC indemnification asset, net

  280   486 

Amortization of intangible assets

  357   361 

Accretion on acquired loans

  (1,187)  (1,954)

Equity-based compensation expense

  402   839 

Issuance of common stock to 401(k) plan

  148   174 

Gain on sale of premises and equipment, net

  (64)  (1)

Loss on sale of other real estate owned

  316   300 

Gain on sale of securities

  0   (385)

Decrease in accrued interest receivable

  328   560 

Decrease/Increase in other operating activities

  224   (2,712)

Net cash provided by operating activities

  12,615   11,373 

Investing activities

        

Proceeds from sale of securities available for sale

  0   51,027 

Proceeds from maturities, prepayments, and calls of securities available for sale

  6,489   10,751 

Payments to acquire securities available for sale

  (11,675)  0 

Proceeds from repayment of loans, net

  45,985   19,052 

Proceeds from (Purchase of) FHLB stock, net

  1,012   (12)

Payments to the FDIC

  (3)  (35)

Proceeds from sale of premises and equipment

  128   5 

Payments to acquire premises and equipment

  (922)  (1,580)

Proceeds from sale of other real estate owned

  428   1,279 

Net cash provided by investing activities

  41,442   80,487 

Financing activities

        

Increase (decrease) in noninterest-bearing deposits, net

  51,781   (7,576)

Increase (decrease) in interest-bearing deposits, net

  75,072   (33,922)

Proceeds from (repayments) of securities sold under agreements to repurchase, net

  555   (253)

Repayments of FHLB and other borrowings, net

  0   960 

Proceeds from stock options exercised

  132   0 

Payments for repurchase of common stock

  (4,985)  (21,872)

Payments of common dividends

  (4,428)  (4,593)

Net cash provided by (used in) financing activities

  118,127   (67,256)

Net increase in cash and cash equivalents

  172,184   24,604 

Cash and cash equivalents at beginning of period

  456,561   217,009 

Cash and cash equivalents at end of period

 $628,745  $241,613 
         

Supplemental disclosure -- cash flow information

        

Cash paid for interest

 $1,072  $1,514 

Cash paid for income taxes

  4,744   1,454 
         

Supplemental transactions -- noncash items

        

Transfer of loans to other real estate owned

  460   377 

Loans originated to finance other real estate owned

  59   265 

(Increase) decrease in accumulated other comprehensive loss

  (732)  367 

 

FIRST COMMUNITY BANCSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

  

Nine Months Ended

 
  

September 30,

 

(Amounts in thousands)

 

2017

  

2016

 

Operating activities

        

Net income

 $20,272  $18,722 

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

        

Provision for loan losses

  2,156   755 

Depreciation and amortization of property, plant, and equipment

  2,688   2,707 

Amortization of premiums on investments, net

  63   2,758 

Amortization of FDIC indemnification asset, net

  3,186   3,856 

Amortization of intangible assets

  790   871 

Accretion on acquired loans

  (4,257)  (3,893)

Gain on divestiture, net

  -   (3,065)

Equity-based compensation expense

  290   144 

Restricted stock awards

  347   296 

Issuance of treasury stock to 401(k) plan

  343   332 

Loss on sale of property, plant, and equipment, net

  13   271 

Loss on sale of other real estate

  940   1,487 

Loss on sale of securities

  657   53 

Net impairment losses recognized in earnings

  -   4,646 

Decrease in accrued interest receivable

  397   509 

(Increase) decrease in other operating activities

  (2,008)  4,341 

Net cash provided by operating activities

  25,877   34,790 

Investing activities

        

Proceeds from sale of securities available for sale

  12,273   70,530 

Proceeds from maturities, prepayments, and calls of securities available for sale

  18,022   77,395 

Proceeds from maturities and calls of securities held to maturity

  21,840   190 

Payments to acquire securities available for sale

  (36,966)  (1,174)

Proceeds from (originations of) loans, net

  17,304   (138,984)

Proceeds from (payments for) FHLB stock, net

  694   (933)

Cash proceeds from mergers, acquisitions, and divestitures, net

  -   24,816 

Proceeds from the FDIC

  1,701   3,639 

Payments to acquire property, plant, and equipment, net

  (1,999)  (448)

Proceeds from sale of other real estate

  2,130   4,541 

Net cash provided by investing activities

  34,999   39,572 

Financing activities

        

Increase in noninterest-bearing deposits, net

  25,235   28,322 

Decrease in interest-bearing deposits, net

  (2,753)  (62,819)

Repayments of securities sold under agreements to repurchase, net

  (14,222)  (20,082)

(Repayments of) proceeds from FHLB and other borrowings, net

  (30,708)  24,951 

Proceeds from stock options exercised

  151   182 

Payments for repurchase of treasury stock

  (1,263)  (23,094)

Payments of common dividends

  (8,504)  (7,680)

Net cash used in financing activities

  (32,064)  (60,220)

Net increase in cash and cash equivalents

  28,812   14,142 

Cash and cash equivalents at beginning of period

  76,307   51,787 

Cash and cash equivalents at end of period

 $105,119  $65,929 
         

Supplemental disclosure -- cash flow information

        

Cash paid for interest

 $6,257  $7,394 

Cash paid for income taxes

  12,942   6,488 
         

Supplemental transactions -- noncash items

        

Transfer of loans to other real estate

  1,282   3,652 

Loans originated to finance other real estate

  -   42 

See Notes to Condensed Consolidated Financial Statements.

  

 

 

NOTES TO CONDENSEDCONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 1. Basis of Presentation

 

General

 

First Community Bancshares,Bankshares, Inc. (the “Company”), a financial holding company, was founded in 1989 and incorporated under the laws of Nevadathe Commonwealth of Virginia in 1997.2018. The Company’s is the successor to First Community Bancshares, Inc., a Nevada corporation, pursuant to an Agreement and Plan of Reincorporation and Merger, the sole purpose of which was to change the Company’s state of incorporation from Nevada to Virginia. The reincorporation was completed on October 2, 2018.  The Company’s principal executive office is located at One Community Place, Bluefield, Virginia. The Company provides banking products and services to individual and commercial customers through its wholly owned subsidiary First Community Bank (the “Bank”), a Virginia-chartered banking institution founded in 1874.  The Bank operates as First Community Bank in Virginia, West Virginia, and North Carolina and People’s Community Bank, a Division of First Community Bank, in Tennessee. The Bank provides insurance services through its wholly owned subsidiary First Community Insurance Services (“FCIS”) and offers wealth management and investment advice through its Trust Division and wholly owned subsidiary First Community Wealth Management, Inc. (“FCWM”). Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” refer to First Community Bancshares,Bankshares, Inc. and its subsidiaries as a consolidated entity.

 

Principles of Consolidation

 

The Company’sCompany’s accounting and reporting policies conform with U.S. generally accepted accounting principles (“GAAP”) and prevailing practices in the banking industry. The consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries and eliminate all intercompany balances and transactions. The Company operates in one business segment, Community Banking, which consists of all operations, including commercial and consumer banking, lending activities, and wealth management, and insurance services.management. Operating results for interim periods are not necessarily indicative of results that may be expected for other interim periods or for the full year. In management’s opinion, the accompanying unaudited interim condensed consolidated financial statements contain all necessary adjustments, including normal recurring accruals, and disclosures for a fair presentation.

 

The condensed consolidated balance sheet as of December 31, 2016, has been derived from the audited consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K10-K for the year ended December 31, 20162020 (the “20162020 Form 10-K”10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2017.April 2, 2021. The condensed consolidated balance sheet as of December 31, 2020, has been derived from the audited consolidated financial statements.

 

Reclassifications

 

Certain amounts reported in prior years have been reclassified to conform to the current year’syear’s presentation. These reclassifications had no effect on the Company’s results of operations, financial position, or net cash flow.

 

Use of Estimates

 

Preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that require the most subjective or complex judgments relate to fair value measurements, investment securities, the allowance for loan losses, the Federal Deposit Insurance Corporation (“FDIC”) indemnification asset, goodwill and other intangible assets, and income taxes. A discussion of the Company’s application of critical accounting estimates is included in “Critical Accounting Estimates” in Item 2 of this report.

 

Significant Accounting Policies

A complete and detailed description of the Company’sThe Company’s significant accounting policies isare included in Note 1, “Basis of Presentation and Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in Part II, Item 8 of the Company’s 20162020 Form 10-K.10-K.

 

Recent Accounting Allowance for Credit Losses (StandardsACL

)

Standards Adopted

In On January 2017,1,  2021, the FASB issued Accounting Standards Update (“ASU”) 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment.” This ASU removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The update should be applied prospectively. The Company early adopted ASU 2017-04 in the first quarter of 2017. The adoption of the standard did not have an effect on the Company’s financial statements.

In January 2017, the FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings.” This ASU requires registrants to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, additional qualitative disclosures should be considered to assist the reader in assessing the significance of the standard's impact on its financial statements. The Company adopted ASU 2017-03 in the first quarter of 2017. The adoption of the standard resulted in enhanced disclosures regarding the impact that recently issued accounting standards adopted in a future period will have on the Company’s financial statements and disclosures. See “Standards Not Yet Adopted” below.

In March 2016 the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for share-based payment award transactions including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance eliminates additional paid-in capital pools for equity-based awards and requires that the related income tax effects of awards be recognized in the income statement. The guidance also allows an employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The Company adopted ASU 2016-09 in the first quarter of 2017 on a prospective basis and elected to account for forfeitures of share-based awards as they occur. Excess tax benefits on share-based awards in the statements of cash flows in prior periods have not been adjusted. The adoption of the standard did not have a material effect on the Company’s financial statements.

Standards Not Yet Adopted

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” This ASU intends to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and simplify the application of hedge accounting guidance. ASU 2017-12 will be effective for the Company for fiscal years beginning after December 15, 2018.The Company expects to adopt ASU 2017-12 in the first quarter of 2019. The Company is evaluating the impact of the standard and does not expect the guidance to have a material effect on its financial statements.

In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” This ASU clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. ASU 2017-09 will be effective for the Company for fiscal years beginning after December 15, 2017. The Company expects to adopt ASU 2017-09 in the first quarter of 2018. The Company is evaluating the impact of the standard and does not expect the guidance to have a material effect on its financial statements.

In March 2017, the FASB issued ASU 2017-08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Securities.” This ASU amends the amortization period for certain purchased callable debt securities held at a premium. ASU 2017-08 will be effective for the Company for fiscal years beginning after December 15, 2018. The Company expects to adopt ASU 2017-08 in the first quarter of 2019. The Company is evaluating the impact of the standard and does not expect the guidance to have a material effect on its financial statements.

In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” This ASU intends to improve the presentation of net periodic pension cost and net periodic postretirement benefit costs in the income statement and to narrow the amounts eligible for capitalization in assets. ASU 2017-07 will be effective for the Company for fiscal years beginning after December 15, 2017. The Company expects to adopt ASU 2017-07 in the first quarter of 2018. The Company is evaluating the impact of the standard and does not expect the guidance to have a material effect on its financial statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” This ASU requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should 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. ASU 2016-18 will be effective for the Company for fiscal years beginning after December 15, 2017. The Company expects to adopt ASU 2016-18 in the first quarter of 2018. The Company is evaluating the impact of the standard and does not expect the guidance to have a material effect on its financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This ASU makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 will be effective for the Company for fiscal years beginning after December 15, 2017, with early adoption permitted. The update should be applied on a retrospective basis, if practicable. The Company expects to adopt ASU 2016-15 in the first quarter of 2018. The Company is evaluating the impact of the standard and does not expect the guidance to have a material effect on its financial statements.

In June 2016, the FASB issued ASU 2016-13,-13, “Financial Instruments – Credit Losses (Topic 326)326): Measurement of Credit Losses on Financial Instruments.” This ASU intendsapplies to improveall financial reportingassets measured at amortized cost and off balance sheet credit exposures, including loans, investment securities, and unfunded commitments.  The Company applied the ASU’s provisions using the modified retrospective method as a cumulative-effect adjustment to retained earnings as of January 1, 2021.  The cumulative-effect adjustment was a decrease to retained earnings net of tax of $5.87 million. The Company is not required to restate comparative prior periods presented in the financial statements utilizing this method; but will present comparative prior periods disclosures using the previous accounting guidance for the allowance for loan losses.  This adoption method is considered a change in accounting principle requiring additional disclosure of the nature of and reason for the change, which is solely a result of the adoption of the required standard.

ACL – Investment Securities

The Company uses a systematic methodology to determine its ACL for investment securities held-to-maturity.  The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the held-to-maturity portfolio.  The Company considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio.  The Company’s estimate of its ACL involves a high degree of judgement; therefore the the process for determining expected credit losses may result in a range of expected credit losses.  The Company  monitors the held-to-maturity portfolio to determine if a valuation account is necessary.  The Company currently has no held-to-maturity investment securities.

The Company excludes the accrued interest receivable from the amortized cost basis in measuring expected credit losses on the investment securities.  Nor does the Company record an allowance for credit losses on accrued interest receivable.  As of March 31,2021, the accrued interest receivable for investment securities available for sale was $406 thousand.

9

The Company’s estimate of expected credit losses includes a measure of the expected risk of credit loss even if that risk is remote.  The Company does not measure expected credit losses on an investment security in which historical credit loss information adjusted for current conditions and reasonable and supportable forecast results in an expectation that nonpayment of the amortized cost basis is zero.  Nonpayment of the amortized cost basis is not expected to be zero solely on the basis of the current value of collateral securing the security but, also considers the nature of the collateral, potential future changes in collateral values, default rates, delinquency rates, third-party guarantees, credit ratings, interest rate change since purchase, volatility of the security’s fair value and historical loss information for financial assets securitized with similar collateral. The Company performed an analysis that determined that the following securities have a zero expected credit loss:  U.S. Treasury Securities, Agency-Backed Securities including Ginnie Mae Mortgage Association (“GNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Federal Home Loan Bank (“FHLB”), Federal Farm Credit Banks (“FFCB”) and Small Business Administration (“SBA”).  All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United States Government or one of its agencies.  These securities are included in Government-Sponsored Entities Debt and Mortgage-Backed Securities line items in the Investment Securities footnote.  Municipal securities and all other securities that do not have a zero expected credit loss will be evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value.

The Company no longer evaluates securities for other-than-temporary impairment (“OTTI”), as ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” changes the accounting for recognizing impairment on available-for-sale debt securities.  Each quarter, the Company evaluates impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value.  The nature of the collateral is considered along with potential future changes in collateral values, default rates, delinquency rates, third-party guarantees, credit ratings, interest rate changes since purchase, volatility of the security’s fair value and historical loss information for financial assets secured with similar collateral among other factors.  Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby management compares the present value of expected cash flows with the amortized cost basis of the security.  The credit loss component would be recognized through the provision for credit losses in the Statement of Income and establish an allowance for credit losses on the Balance Sheet.

ACL – Loans

The ACL is an estimate of losses that will result from the inability of borrowers to make required loan payments.  The Company established the incremental increase in the ACL at the adoption through retained earnings and subsequent adjustments will be made through a provision for credit losses charged to earnings.  Loans charged off are recorded against the ACL and subsequent recoveries increase the ACL when they are recognized.

A systematic methodology is used to determine ACL for loans held for investment and certain off-balance sheet credit exposures.  The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio.  Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio.  The Company’s estimate of its ACL involves a high degree of judgement and reflects management’s best estimate within the range of expected credit losses.  The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses.  The Company’s ACL is calculated using collectively evaluated and individually evaluated loans.

The Company collectively evaluates loans that share similar risk characteristics.  In general, loans are segmented by requiring timelierloan purpose.  The Company collectively evaluates loans within the following consumer and commercial segments:  Loans secured by 1-4 Family Properties, Home Equity Lines of Credit (“HELOC”), Owner Occupied Construction Loans, Consumer Loans, Commercial and Industrial, Multi-family, Non-farm/Non-residential Property, Commercial Construction/A&D/other Land Loans, Agricultural Loans, Credit Card Loans, Loans Secured by Farmland, and Other Consumer Loans (Overdrafts).

For collectively evaluated loans, the Company uses a combination of discounted cash flow and remaining life to estimate expected credit losses.

In addition to its own loss experience, management also includes peer bank historical loss experience in its assessment of expected credit losses to determine the ACL.  The Company utilized call report data to measure its and its peers' historical credit losses experience with similar risk characteristics within the segments over an economic cycle.  Management reviewed the historical loss information to appropriately adjust for differences in current asset specific risk characteristics.  Also considered were further adjustments to historical loss information for current conditions and reasonable and supportable forecasts that differ from the conditions that existed for the period over which historical information was evaluated.  For the majority of the segments of collectively evaluated loans, the Company incorporated at least one macroeconomic driver either using a statistical regression modeling methodology.

Management considers forward-looking information in estimated expected credit losses.  The Company subscribes to a third-party service which provides summary detail of dozens of economic forecasts.  Using that information and other publicly available economic forecasts, management determines the economic variables to use for the one-year reasonable and supportable forecast period.  Management has determined that the forecast period is consistent with how the Company has historically forecasted for its profitability planning and capital management.  Management has evaluated the appropriateness of the reasonable and supportable forecast for the current period along with the inputs used in the estimation of expected credit losses.  For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to historical loss information over eight quarters using a straight-line approach.  Management may apply different reversion techniques depending on the economic environment for the financial asset portfolio and as of the current period has utilized a linear reversion technique. 

Included in its systematic methodology to determine its ACL for loans held for investment and certain off-balance sheet credit exposures, Management considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process.  These qualitative adjustments either increase or decrease the quantitative model estimation.  Each period the Company considers qualitative factors that are relevant within the qualitative framework that includes the following:  1) changes in lending polices and procedures, 2) changes in economic conditions, 3) changes in portfolio nature and volume, 4) changes in management, 5) changes in past due loans, 6) changes in the quality of the Company’s credit review system, 7) changes in the value of underlying collateral, 8) the effect of concentrations of credit, and 9) the effect of other external factors.

10

When a loan no longer shares similar risk characteristics with its segment, the asset is assessed to determine whether it should be included in another pool or should be individually evaluated. The Company currently maintains a net book balance threshold of $500,000 for individually-evaluated loans . Generally, individually-evaluated loans other than Troubled Debt Restructurings, otherwise referred to herein as “TDRs,” are on nonaccrual status. Based on the threshold above, consumer loans will generally remain in pools unless they meet the dollar threshold and foreclosure is probable. The expected credit losses on individually-evaluated loans will be estimated based on discounted cash flow analysis unless the loan meets the criteria for use of the fair value of collateral, either by virtue of an expected foreclosure or through meeting the definition of collateral-dependent. Financial assets that have been individually evaluated can be returned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and that the repayment terms were not considered to be unique to the asset.

Management measures expected credit losses over the contractual term of the loans. When determining the contractual term, the Company considers expected prepayments but is precluded from considering expected extensions, renewals, or modifications, unless the Company reasonably expects it will execute a TDR with a borrower. In the event of a reasonably-expected TDR, the Company factors the reasonably-expected TDR into the current expected credit losses estimate. The effects of a TDR are recorded when an individual asset is specifically identified as a reasonably-expected TDR. For consumer loans, the point at which a TDR is reasonably expected is when the Company approves the borrower’s application for a modification (i.e. the borrower qualifies for the TDR) or when the Credit Administration department approves loan concessions on substandard loans. For commercial loans, the point at which a TDR is reasonably expected is when the Company approves the loan for modification or when the Credit Administration department approves loan concessions on substandard loans. The Company uses a discounted cash flow methodology to calculate the effect of the concession provided to the borrower in TDR within the ACL. 

Purchased credit-deteriorated, otherwise referred to herein as PCD, assets are defined as acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company records acquired PCD loans by adding the expected credit losses (i.e. allowance for credit losses) to the purchase price of the financial assets rather than recording through the provision for credit losses in the income statement. The expected credit loss, as of the acquisition date, of a PCD loan is added to the allowance for credit losses. The non-credit discount or premium is the difference between the fair value and the amortized cost basis as of the acquisition date. Subsequent to the acquisition date, the change in the ACL on PCD loans is recognized through the provision for credit losses. The non-credit discount or premium is accreted or amortized, respectively, into interest income over the remaining life of the PCD loan on a level-yield basis. In accordance with the transition requirements within the standard, the Company’s acquired purchased credit impaired loans were treated as PCD loans.

The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Therefore, Management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the portfolio and does not record an allowance for credit losses on accrued interest receivable. As of March 31,2021, the accrued interest receivable for loans was $8.31 million. 

The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. The expected losses associated with these exposures within the unfunded portion of the loans will be recorded as a liability on the balance sheet with an offsetting income statement expense. Management has determined that a majority of the Company’s off-balance-sheet credit exposures are not unconditionally cancellable. As of March 31,2021, the liability recorded for expected credit losses on unfunded commitments in Other Liabilities was $465 thousand. The current adjustment to the ACL for unfunded commitments would be recognized through the provision for credit losses in the Statement of Income.

Risks and Uncertainties

Recent COVID-19 Virus Developments

During the year of 2020 and continuing into 2021, government reaction to the novel coronavirus (“COVID-19”) pandemic significantly disrupted local, national, and global economies and adversely impacted a broad range of industries, including banking and other financial services.  As COVID-19 events unfolded during 2020 and 2021, the Company implemented various plans, strategies and protocols to protect its employees, maintain services for customers, assure the functional continuity of its operating systems, controls and processes, and mitigate financial risks posed by changing market conditions.

11

Potential Effects of COVID-19 – 

The adverse impact of COVID-19 to the economy has impaired some of the Company’s customers’ ability to fulfill their financial obligations to the Company, reducing interest income on loans or increasing loan losses. In keeping with Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus, the Company continues to work with COVID-19 affected borrowers to defer loan payments, interest, and fees.   As of March 31,2021, total COVID-19 loan deferrals stood at $17.48 million, down significantly from our peak of $436.11 million at June 30, 2020.  Deferred interest and fees for these loans will continue to accrue to income under normal GAAP accounting.  However, should eventual credit losses on deferred payments occur, accrued interest income and fees would be reversed, which would negatively impact interest income in future periods. At this time, the Company is unable to project the materiality of any such impact.

The general economic slowdown caused by COVID-19 in local economies in communities served by the Company has affected loan demand and consumption of financial services, generally, reducing interest income, service fees, and the demand for other profitable financial services provided by the Company.

In addition to the general impact of COVID-19, certain provisions of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, as well as other legislative and regulatory actions may materially impact the Company. The Company is participating in the Paycheck Protection Program (“PPP”), administered by the SBA, in an attempt to assist its customers. Per the terms of the program, PPP loans have a two-year term, earn interest at 1%, are fully guaranteed by the SBA, and are partially or totally forgivable if administered by the borrower according to guidance provided by the SBA. The Company believes the majority of these loans have the potential to be forgiven by the SBA if administered in accordance with the terms of the program. Through March 31, 2021 the Company processed1,165 loans with original principal balances totaling $85.21 million through both the first and second rounds of the PPP. As of March 31, 2021, $32.73 million or 39.21%, of the Company's Paycheck Protection Program loan balances have been forgiven by the SBA. As of March 31, 2021, 53.58% of the Company's first round Paycheck Protection Program loan balances had been forgiven.

To date, the Company has identified no material, unmitigated operational or internal control challenges or risks and anticipates no significant challenges to its ability to maintain systems and controls as a result of the actions taken to prevent the spread of COVID-19. In addition, the Company currently faces no material resource constraints arising due to implementation of the business continuity plan.

It is impossible to predict the full extent to which COVID-19 and the resulting measures to prevent its spread will affect the Company’s operations. Although there is a high degree of uncertainty around the magnitude and duration of the economic impact of COVID-19, the Company’s management believes its financial position, including high levels of capital and liquidity, will allow it to successfully endure the negative economic impacts of the crisis.

12

Recent Accounting Standards

Standards Adopted in 2021

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU purportedly requires earlier recording of credit losses on loans and other financial instrumentsassets held by financial institutions and other organizations. This ASU also requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts andforecasts.  It further requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’sorganization’s portfolio. In addition, the updateASU amends the accounting for credit losses on available-for-salein investments in debt securities and purchased financial assets with credit deterioration.  ASU 2016-13 will be effective for the Company for fiscal years beginning after December 15, 2019, with early adoption permitted for fiscal years beginning after December 15, 2018. The Company expects to adopt ASU 2016-13 inadopted the first quarternew standard as of 2020 and recognizeJanuary 1, 2021.  The standard was applied using the modified retrospective method as a cumulativecumulative-effect adjustment to retained earnings as of January 1, 2021.  Under this method, comparative periods will not be required to be restated for financial statements related to Topic 326.  Comparative prior period disclosures will be presented using the beginningguidance for the allowance for loan losses.  This adoption method is considered a change in accounting principle requiring additional disclosure of the yearnature of adoption. Theand the reasons for the change, which is solely a result of the adoption of the required standard.  This standard did not have a material impact on our investment securities portfolio at implementation.  Related to the implementation of the standard, the Company is evaluatingrecorded an additional ACL for loans of $13.11 million, deferred tax assets of $1.81 million, and additional reserve for unfunded commitments of $509 thousand and an adjustment to retained earnings of $5.87 million.  See the table below for the impact of ASU 2016-13 on the standard.Company’s consolidated balance sheet.

 

              
  

January 1, 2021

  
  

As Reported

  

Pre-

  

Impact of

  
  

Under

  

ASU 2016-13

  

ASU 2016-13

  
  

ASU 2016-13

  

Adoption

  

Adoption

  
              
              

Assets:

             

Non-covered loans held for investment

             

Allowance for credit losses on debt securities

             

Investment securities - available for sale

 $83,358  $83,358  $0 

A

Loans

             

Non-acquired loans and acquired performing loans

  2,146,972   2,146,972   0  

Acquired purchased deteriorated loans

  45,535   39,660   5,875 

B

Allowance for credit losses on loans

  (39,289)  (26,182)  (13,107)

C

Deferred tax asset

  19,306   17,493   1,813 

D

Accrued interest receivable - loans

  9,109   9,052   57 

B

              

Liabilities

             

Allowance for credit losses on off-balance sheet

             

credit exposures

  575   66   509 

E

              

Equity:

             

Retained earnings

  231,714   237,585   (5,871)

F

              

A.Per our analysis no ACL was necessary for investment securities available-for-sale.
B.Accrued interest receivable from acquired credit impaired loans of $57 thousand was reclassed to other assets and was offset by the reclass of the grossed up credit discount on acquired credit impaired loans of $57 thousand that was moved to the ACL for the purchased credit deteriorated loans.
C.Calculated adjustment to the ACL related to the adoption of ASU 2016-13.  Additional reserve related to purchased deteriorated loans of $5.88 million.
D.Effect of deferred tax assets related to the adjustment to the ACL form the adoption of ASU 2016-13 using a 23.37% tax rate.
E.Adjustment to the reserve for unfunded commitments related to the adoption of ASU 2016-13.
F.Net adjustment to retained earnings related to the adoption of ASU 2016-13.

In February 2016, December 2019, the FASB issued ASU 2016-02, “Leases2019-12, “Income Taxes (Topic 842)740), Simplifying the Accounting for Income Taxes”. This ASU increases transparencysimplifies the accounting for income taxes by removing certain exceptions to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and comparability among organizations by recognizing lease assets and leasethe recognition for deferred tax liabilities on the balance sheet and requiring more disclosures related to leasing transactions. ASU 2016-02 will be effective for the Company for fiscal years beginning after December 15, 2018, with early adoption permitted.outside basis differences. The Company expects to adoptadopted this ASU 2016-02 in the first quarteras of 2019. The Company leases certain banking offices under lease agreementsJanuary 1, 2021, and it classifies as operating leases. The Company is evaluating the impact of the standard and expects an increase in assets and liabilities; however, the Company does did not expect the guidance to have a material effect on itsthe Company's financial statements.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The new guidance also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 will be effective for the Company for fiscal years beginning after December 15, 2017, with early adoption permitted for the instrument-specific credit risk provision. The Company expects to adopt ASU 2016-01 in the first quarter of 2018. The Company is evaluating the impact of the standard and does not expect to recognize a significant cumulative effect adjustment to retained earnings at the beginning of the year of adoption or expect the guidance to have a material effect on its financial statements. The cumulative-effect adjustment will be dependent on the composition and fair value of the Company’s equity securities portfolio at the adoption date.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” This ASU’s core principle is that an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under existing guidance. These may include 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 separate performance obligation. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers” deferring the effective date of ASU 2014-09 for the Company until fiscal years beginning after December 15, 2017, with early adoption permitted for fiscal years beginning after December 15, 2016. Additional revenue related standards to be adopted concurrently with ASU 2014-09 include ASU 2017-10, ASU 2017-05, ASU 2016-20, ASU 2016-12, ASU 2016-10, and ASU 2016-08. The Company expects to adopt ASU 2014-09, and related updates, in the first quarter of 2018 and recognize a cumulative adjustment to retained earnings as of the beginning of the year of adoption, if necessary. The Company’s primary source of revenue is interest income, which is excluded from the scope of this guidance; however, the Company is evaluating the impact of the standard on other income, which includes fees for services, commissions on sales, and various deposit service charges. The Company does not expect the guidance to have a material effect on its financial statements.

 

The Company does not expect other recent accounting standards issued by the FASB or other standards-setting bodies to have a material impact on the consolidated financial statements.

11
13

Note 2. Investment Debt Securities

 

There was 0 allowance for credit losses for investments as of March 31, 2021; therefore, it is not presented in the table below.  The following tables present the amortized cost and fair value of available-for-sale debt securities, including gross unrealized gains and losses, as of the dates indicated:

 

 

September 30, 2017

  

March 31, 2021

 
 

Amortized

  

Unrealized

  

Unrealized

  

Fair

  

Amortized

 

Unrealized

 

Unrealized

 

Fair

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 

(Amounts in thousands)

                            

U.S. Treasury securities

 $36,973  $-  $(9) $36,964 

U.S. Agency securities

  1,254   21   -   1,275  $534  $0  $(4) $530 

Municipal securities

  102,347   2,648   (88)  104,907  40,125  370  0  40,495 

Single issue trust preferred securities

  9,363   -   (401)  8,962 

Mortgage-backed Agency securities

  22,518   72   (347)  22,243   46,402   957   (741)  46,618 

Equity securities

  55   18   -   73 

Total securities available for sale

 $172,510  $2,759  $(845) $174,424 

Total

 $87,061  $1,327  $(745) $87,643 

 

 

December 31, 2016

  

December 31, 2020

 
 

Amortized

  

Unrealized

  

Unrealized

  

Fair

  

Amortized

 

Unrealized

 

Unrealized

 

Fair

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 

(Amounts in thousands)

                            

U.S. Agency securities

 $1,342  $3  $-  $1,345  $555  $0  $(4) $551 

Municipal securities

  111,659   2,258   (586)  113,331  43,950  509  0  44,459 

Single issue trust preferred securities

  22,104   -   (2,165)  19,939 

Mortgage-backed Agency securities

  31,290   66   (465)  30,891   37,453   992   (97)  38,348 

Equity securities

  55   18   -   73 

Total securities available for sale

 $166,450  $2,345  $(3,216) $165,579 

Total

 $81,958  $1,501  $(101) $83,358 

 

The following tables present the amortized cost and fair value of held-to-maturity securities, including gross unrealized gains and losses, as of the dates indicated:

  

September 30, 2017

 
  

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
  

Cost

  

Gains

  

Losses

  

Value

 

(Amounts in thousands)

                

U.S. Agency securities

 $17,949  $31  $-  $17,980 

Corporate securities

  7,233   13   -   7,246 

Total securities held to maturity

 $25,182  $44  $-  $25,226 

  

December 31, 2016

 
  

Amortized

  

Unrealized

  

Unrealized

  

Fair

 
  

Cost

  

Gains

  

Losses

  

Value

 

(Amounts in thousands)

                

U.S. Agency securities

 $36,741  $124  $-  $36,865 

Corporate securities

  10,392   11   (2)  10,401 

Total securities held to maturity

 $47,133  $135  $(2) $47,266 

The following table presents the amortized cost and aggregate fair value of available-for-sale securities and held-to-maturitydebt securities by contractual maturity, as of the date indicated. Actual maturities could differ from contractual maturities because issuers may have the right to call or prepay obligations with or without penalties.

 

 

September 30, 2017

  

March 31, 2021

 
 

Amortized

      

Amortized

   

(Amounts in thousands)

 

Cost

  

Fair Value

  

Cost

  

Fair Value

 

Available-for-sale securities

        

Available-for-sale debt securities

      

Due within one year

 $37,288  $37,279  $980  $982 

Due after one year but within five years

  5,617   5,734  28,688  28,902 

Due after five years but within ten years

  96,693   98,602  10,991  11,141 

Due after ten years

  10,339   10,493 
  149,937   152,108  40,659  41,025 

Mortgage-backed securities

  22,518   22,243   46,402   46,618 

Equity securities

  55   73 

Total securities available for sale

 $172,510  $174,424 
        

Held-to-maturity securities

        

Due within one year

 $-  $- 

Due after one year but within five years

  25,182   25,226 

Due after five years but within ten years

  -   - 

Due after ten years

  -   - 

Total securities held to maturity

 $25,182  $25,226 

Total debt securities available for sale

 $87,061  $87,643 

 

The following tables present the fair values and unrealized losses for available-for-sale debt securities in a continuous unrealized loss position for less than 12 months and for 12 months or longer as of the dates indicated:

 

 

September 30, 2017

  

March 31, 2021

 
 

Less than 12 Months

  

12 Months or Longer

  

Total

  

Less than 12 Months

  

12 Months or Longer

  

Total

 
 

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 
 

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 

(Amounts in thousands)

                                          

U.S. Treasury securities

 $36,963  $(9) $-  $-  $36,963  $(9)

Municipal securities

  9,421   (52)  1,427   (36)  10,848   (88)

Single issue trust preferred securities

  -   -   8,962   (401)  8,962   (401)

U.S. Agency securities

 $0  $0  $523  $(4) $523  $(4)

Mortgage-backed Agency securities

  7,898   (59)  8,281   (288)  16,179   (347)  21,453   (741)  0   0   21,453   (741)

Total

 $54,282  $(120) $18,670  $(725) $72,952  $(845) $21,453  $(741) $523  $(4) $21,976  $(745)

 

 

December 31, 2016

  

December 31, 2020

 
 

Less than 12 Months

  

12 Months or Longer

  

Total

  

Less than 12 Months

  

12 Months or Longer

  

Total

 
 

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 
 

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 

(Amounts in thousands)

                                     

U.S. Agency securities

  $ —   $ —   $ 544   $ (4)   $ 544   $ (4) 

Municipal securities

 $24,252  $(527) $715  $(59) $24,967  $(586)       

Single issue trust preferred securities

  -   -   19,939   (2,165)  19,939   (2,165)

Mortgage-backed Agency securities

  12,834   (166)  11,851   (299)  24,685   (465)  11,018   (97)   0   0   11,018   (97) 

Total

 $37,086  $(693) $32,505  $(2,523) $69,591  $(3,216)  $ 11,018   $ (97)   $ 544   $ (4)   $ 11,562   $ (101) 

 

13
14

There were no unrealized losses for held-to-maturity securities as of September 30, 2017. The following table presents the fair values and unrealized losses for held-to-maturity securities in a continuous unrealized loss position for less than 12 months and for 12 months or longer as of the date indicated:

  

December 31, 2016

 
  

Less than 12 Months

  

12 Months or Longer

  

Total

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 

(Amounts in thousands)

                        

Corporate securities

 $3,533  $(2) $-  $-  $3,533  $(2)

Total

 $3,533  $(2) $-  $-  $3,533  $(2)

There were 45 individual debt securities in an unrealized loss position as of September 30, 2017,March 31, 2021, and theirthe combined depreciation in value represented 0.42%0.85% of the investmentdebt securities portfolio. There were 826 individual debt securities in an unrealized loss position as of December 31, 2016,2020, and their combined depreciation in value represented 1.51%0.12% of the investmentdebt securities portfolio.

 

The Company reviews its investment portfolio quarterlyManagement evaluates securities for indications of other-than-temporary impairment (“OTTI”). The initial indicator of OTTI for both debt and equity securities iswhere there has been a decline in fair value below bookthe amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the security.  The credit loss component would be recognized through the provision for credit losses and the severitycreation of an allowance for credit losses. Consideration is given to (1) the financial condition and durationnear-term prospects of the decline. Forissuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. 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, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments.  All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United State Government or one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. All debt securities available for sale in an unrealized loss position as of March 31, 2021 continue to perform as scheduled and we do not believe that there is a credit loss or that a provision for credit losses is necessary. Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the credit-related OTTImarket, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the securities within the portfolio and it is recognized asnot more-likely-than-not that we will be required to sell the debt securities. See Note 1 – Basis of Presentation for further discussion.

Management continues to monitor all of our securities with a high degree of scrutiny. There can be no assurance that we will not conclude in future periods that conditions existing at that time indicate some or all of its securities may be sold or would require a charge to noninterest income and the noncredit-related OTTI is recognized in other comprehensive income (“OCI”). During the three and nine months ended September 30, 2017, the Company incurred no OTTI charges on debt securities. During the three and nine months ended September 30, 2016, the Company incurred OTTI charges on debt securities owned of $4.64 million related to the Company’s change in intent to hold certain securities to recovery. The intent was changed to sell specific trust preferred securities in the Company’s investment portfolio primarily to reduce credit concentrations with two issuers. Temporary impairment on debt securities is primarily related to changes in benchmark interest rates, changes in pricing in the credit markets, and other current economic factors. For equity securities, the OTTI is recognizedearnings as a charge to noninterest income. During the three and nine months ended September 30, 2017, the Company incurred no OTTI charges related to equity securities. During the three months ended September 30, 2016, the Company incurred no OTTI charges related to equity holdings. During the nine months ended September 30, 2016, the Company incurred OTTI charges related to certain equity holdings of $11 thousand.provision for credit losses in such periods.

 

The following table presents gross realized gains and losses from the sale of available-for-sale debt securities for the periods indicated:

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

 
 

September 30,

  

September 30,

  

March 31,

 
 

2017

  

2016

  

2017

  

2016

  

2021

  

2020

 

(Amounts in thousands)

                    

Gross realized gains

 $-  $203  $-  $344  $0  $419 

Gross realized losses

  -   (178)  (657)  (397)  0   (34)

Net gain (loss) on sale of securities

 $-  $25  $(657) $(53)

Net Gain (Loss) on sale of securities

 $0  $385 

 

The carrying amount of securities pledged for various purposes totaled $99.69$37.13 million as of September 30, 2017,March 31, 2021, and $139.75$36.56 million as of December 31, 2016.2020.

 

Note 3. Loans

 

The Company groups loans held for investment into three segments (commercial loans, consumer real estate loans, and consumer and other loans) with each segment divided into various classes. Covered loans are those loans acquired in Federal Deposit Insurance Corporation (“FDIC”) assisted transactions that are covered by loss share agreements. Customer overdrafts reclassified as loans totaled $1.45$1.18 million as of September 30, 2017,March 31, 2021, and $1.41$1.13 million as of December 31, 2016.2020. Deferred loan fees, net of loan costs, totaled $4.48$6.52 million as of September 30, 2017,March 31, 2021, and $5.34$5.58 million as of December 31, 2016.2020. For information about off-balance sheet financing, see Note 14, “Litigation, Commitments, and Contingencies,” to the Condensed Consolidated Financial Statements of this report.

In accordance with the adoption of ASU 2016-13, the table below reflects the loan portfolio at the amortized cost basis for the current period March 31, 2021, to include net deferred loan fees of $6.52 million and unamortized discount total related to loans acquired of $7.78 million. Accrued interest receivable (AIR) of $8.31 million is accounted for separately and reported in Interest Receivable on the Statement of Condition.

The comparative periods in the table below reflect the loan portfolio prior to the adoption of ASU 2016-13. Prior periods were reported as shown in the below tables, with the acquired loans being net of earned income and of related discounts, which includes the credit discount on the acquired credit impaired loans.

 

14
15

Included in total loans are covered loans that are generally reimbursable by the FDIC at the applicable loss share percentage of 80%. As of March 31, 2021, covered loan balances totaled $9.04 million; covered loan balances were $9.68 million year-end 2020.The following table presents loans,loans, net of unearned income, withwithin the non-covered portfolio by loan class, as of the dates indicated:

  

September 30, 2017

  

December 31, 2016

 

(Amounts in thousands)

 

Amount

  

Percent

  

Amount

  

Percent

 

Non-covered loans held for investment

                

Commercial loans

                

Construction, development, and other land

 $72,952   3.97% $56,948   3.07%

Commercial and industrial

  90,184   4.91%  92,204   4.98%

Multi-family residential

  125,997   6.86%  134,228   7.24%

Single family non-owner occupied

  143,213   7.79%  142,965   7.72%

Non-farm, non-residential

  613,380   33.38%  598,674   32.31%

Agricultural

  6,096   0.33%  6,003   0.32%

Farmland

  27,897   1.52%  31,729   1.71%

Total commercial loans

  1,079,719   58.76%  1,062,751   57.35%

Consumer real estate loans

                

Home equity lines

  102,888   5.60%  106,361   5.74%

Single family owner occupied

  501,242   27.27%  500,891   27.03%

Owner occupied construction

  47,034   2.56%  44,535   2.41%

Total consumer real estate loans

  651,164   35.43%  651,787   35.18%

Consumer and other loans

                

Consumer loans

  70,695   3.85%  77,445   4.18%

Other

  4,856   0.26%  3,971   0.21%

Total consumer and other loans

  75,551   4.11%  81,416   4.39%

Total non-covered loans

  1,806,434   98.30%  1,795,954   96.92%

Total covered loans

  31,287   1.70%  56,994   3.08%

Total loans held for investment, net of unearned income

 $1,837,721   100.00% $1,852,948   100.00%

The following table presents the covered loan portfolio by loan class, as of the dates indicated:

 

 

September 30, 2017

  

December 31, 2016

  

March 31, 2021

  

December 31, 2020

 

(Amounts in thousands)

         

Amount

  

Percent

  

Amount

  

Percent

 

Covered loans

        

Loans held for investment

         

Commercial loans

                 

Construction, development, and other land

 $40  $4,570  $45,328  2.11% $44,674  2.04%

Commercial and industrial

  -   895  162,227  7.56% 173,024  7.91%

Multi-family residential

  -   8  105,592  4.92% 115,161  5.27%

Single family non-owner occupied

  292   962  187,896  8.75% 187,783  8.59%

Non-farm, non-residential

  10   7,512  718,830  33.49% 734,793  33.60%

Agricultural

  -   25  9,723  0.45% 9,749  0.45%

Farmland

  -   397   19,014   0.89%  19,761   0.90%

Total commercial loans

  342   14,369  1,248,610  58.17% 1,284,945  58.76%

Consumer real estate loans

                 

Home equity lines

  26,850   35,817  92,095  4.29% 96,526  4.41%

Single family owner occupied

  4,095   6,729  665,128  30.98% 661,054  30.24%

Owner occupied construction

  18,376   0.86%  17,720   0.81%

Total consumer real estate loans

  30,945   42,546  775,599  36.13% 775,300  35.46%

Consumer and other loans

                 

Consumer loans

  -   79  117,904  5.49% 120,373  5.50%

Total covered loans

 $31,287  $56,994 

Other

  4,527   0.21%  6,014   0.28%

Total consumer and other loans

  122,431   5.70%  126,387   5.78%

Total loans held for investment, net of unearned income

 $2,146,640   100.00% $2,186,632   100.00%
 

The Company identifiesbegan participating as a Small Business Administration Paycheck Protection Program lender during the second quarter of 2020. At March 31, 2021, the PPP loans had a current balance of $50.75 million, and were included in commercial and industrial loan balances. Deferred loan origination fees related to the PPP loans, net of deferred loan origination costs, which totaled $3.27 million at March 31, 2021, were also recorded. During the first quarter of 2021, the Company recorded amortization of net deferred loan origination fees of $922 thousand on PPP loans. The remaining net deferred loan origination fees will be amortized over the expected life of the respective loans, or until forgiven by the SBA, and will be recognized in net interest income.

Prior to the adoption of ASU 2016-13, the Company identified certain purchased loans as impaired when fair values arewere established at acquisition and groupsgrouped those purchased credit impaired (“PCI”) loans into loan pools with common risk characteristics. The Company estimatesestimated cash flows to be collected on PCI loans and discountsdiscounted those cash flows at a market rate of interest. Effective January 1, 2020, the Company consolidated the insignificant PCI loans and discounts for Peoples, Waccamaw, and other acquired loans into the core loan portfolio. The only remaining PCI pools were those loans acquired in the Highlands acquisition on December 31, 2019.

 

The following table presents the recorded investment and contractual unpaid principal balance of PCI loans, by acquisition, as of the dates indicated:

 

 

December 31, 2020

 
 

September 30, 2017

  

December 31, 2016

  

Recorded

 

Unpaid Principal

 

(Amounts in thousands)

 

Recorded Investment

  

Unpaid Principal Balance

  

Recorded Investment

  

Unpaid Principal Balance

  

Investment

  

Balance

 

PCI Loans, by acquisition

                 

Peoples

 $5,179  $8,328  $5,576  $9,397  $0  $0 

Waccamaw

  14,903   34,420   21,758   45,030  0  0 

Highlands

 39,662  47,514 

Other acquired

  1,011   1,037   1,095   1,121   0   0 

Total PCI Loans

 $21,093  $43,785  $28,429  $55,548  $39,662  $47,514 

 

The following table presents the changes in the accretable yield on PCI loans, by acquisition, during the periods indicated:

 

  

Peoples

  

Waccamaw

  

Total

 

(Amounts in thousands)

            

Balance January 1, 2016

 $3,589  $26,109  $29,698 

Accretion

  (982)  (4,408)  (5,390)

Reclassifications from nonaccretable difference(1)

  231   848   1,079 

Other changes, net

  1,774   4   1,778 

Balance September 30, 2016

 $4,612  $22,553  $27,165 
             

Balance January 1, 2017

 $4,392  $21,834  $26,226 

Accretion

  (969)  (4,690)  (5,659)

Reclassifications from nonaccretable difference(1)

  782   2,525   3,307 

Other changes, net

  (375)  (311)  (686)

Balance September 30, 2017

 $3,830  $19,358  $23,188 
             

(1) Represents changes attributable to expected loss assumptions

            
  

Peoples

  

Waccamaw

  

Highlands

  

Total

 

(Amounts in thousands)

                

Balance January 1, 2020

 $1,890  $12,574  $8,152  $22,616 

Accretion

  0   0   (686)  (686)

Reclassifications (to) from nonaccretable difference(1)

  0   0   0   0 

Other changes, net

  (1,890)  (12,574)  0   (14,464)

Balance March 31, 2020

 $0  $0  $7,466  $7,466 
                 

(1) Represents changes attributable to expected loss assumptions

 

Note 4. Credit Quality

 

The Company uses a risk grading matrix to assign a risk grade to each loan in its portfolio. Loan risk ratings may be upgraded or downgraded to reflect current information identified during the loan review process. The general characteristics of each risk grade are as follows:

 

Pass -- This grade is assigned to loans with acceptable credit quality and risk. The Company further segments this grade based on borrower characteristics that include capital strength, earnings stability, liquidity, leverage, and industry conditions.

Pass -- This grade is assigned to loans with acceptable credit quality and risk. The Company further segments this grade based on borrower characteristics that include capital strength, earnings stability, liquidity, leverage, and industry conditions.

 

Special Mention -- This grade is assigned to loans that require an above average degree of supervision and attention. These loans have the characteristics of an asset with acceptable credit quality and risk; however, adverse economic or financial conditions exist that create potential weaknesses deserving of management’smanagement’s close attention. If potential weaknesses are not corrected, the prospect of repayment may worsen.

 

Substandard -- This grade is assigned to loans that have well defined weaknesses that may make payment default, or principal exposure, possible. These loans will likely be dependent on collateral liquidation, secondary repayment sources, or principal exposure, possible. These loans will likely be dependent on collateral liquidation, secondaryevents outside the normal course of business to meet repayment sources, or events outside the normal course of business to meet repayment terms.

 

Doubtful -- This grade is assigned to loans that have the weaknesses inherent in substandard loans; however, the weaknesses inherentare so severe that collection or liquidation in substandard loans; however,full is unlikely based on current facts, conditions, and values. Due to certain specific pending factors, the weaknesses are so severe that collection or liquidation in full is unlikely based on current facts, conditions, and values. Due to certain specific pending factors, the amount of loss cannot yet be determined.

 

Loss -- This grade is assigned to loans that will be charged off or charged down when payments, including the timing and value of payments, are uncertain. This risk grade does not imply that the asset has no recovery or salvage value, but simply means that it is not practical or desirable to defer writing off, either all or a portion of, the loan balance even though partial recovery may be realized in the future.

 

The following tables presenttable presents the recorded investment of the loan portfolio, by loan class and credit quality, as of the dates indicated. Losses on covered loans are generally reimbursable by the FDIC at the applicable loss share percentage, 80%; therefore, covered loans are disclosed separately.. Covered loan balances totaled $9.04 million and $9.68 million for March 31, 2021 and December 31, 2020, respectively.

 

 

September 30, 2017

  

March 31, 2021

 
     

Special

                      

Special

                

(Amounts in thousands)

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loss

  

Total

  

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loss

  

Total

 

Non-covered loans

                        

Commercial loans

                         

Construction, development, and other land

 $69,257  $2,791  $904  $-  $-  $72,952  $40,347  $2,440  $2,541  $0  $0  $45,328 

Commercial and industrial

  85,368   1,844   2,972   -   -   90,184  153,725  3,556  4,946  0  0  162,227 

Multi-family residential

  119,399   5,882   716   -   -   125,997  96,018  6,215  3,359  0  0  105,592 

Single family non-owner occupied

  132,000   6,839   4,374   -   -   143,213  166,474  8,802  12,608  12  0  187,896 

Non-farm, non-residential

  593,809   11,126   8,243   202   -   613,380  577,928  106,228  34,674  0  0  718,830 

Agricultural

  5,743   235   118   -   -   6,096  7,430  1,611  682  0  0  9,723 

Farmland

  25,097   153   2,647   -   -   27,897  13,893  1,333  3,788  0  0  19,014 

Consumer real estate loans

                         

Home equity lines

  100,375   850   1,663   -   -   102,888  87,260  1,294  3,541  0  0  92,095 

Single family owner occupied

  471,378   5,705   24,159   -   -   501,242  629,303  3,488  32,336  0  0  665,127 

Owner occupied construction

  46,802   -   232   -   -   47,034  18,090  0  286  0  0  18,376 

Consumer and other loans

                         

Consumer loans

  70,459   27   209   -   -   70,695  115,895  23  1,987  0  0  117,905 

Other

  4,856   -   -   -   -   4,856   4,527   0   0   0   0   4,527 

Total non-covered loans

  1,724,543   35,452   46,237   202   -   1,806,434 

Covered loans

                        

Commercial loans

                        

Construction, development, and other land

  -   39   1   -   -   40 

Single family non-owner occupied

  271   -   21   -   -   292 

Non-farm, non-residential

  -   -   10   -   -   10 

Consumer real estate loans

                        

Home equity lines

  12,242   13,840   768   -   -   26,850 

Single family owner occupied

  3,136   425   534   -   -   4,095 

Total covered loans

  15,649   14,304   1,334   -   -   31,287 

Total loans

 $1,740,192  $49,756  $47,571  $202  $-  $1,837,721  $1,910,890  $134,990  $100,748  $12  $0  $2,146,640 

  

December 31, 2020

 
      

Special

                 

(Amounts in thousands)

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loss

  

Total

 
                         

Commercial loans

                        

Construction, development, and other land

 $36,934  $4,975  $2,765  $0  $0  $44,674 

Commercial and industrial

  160,625   7,065   5,519   0   0   173,209 

Multi-family residential

  103,291   8,586   3,284   0   0   115,161 

Single family non-owner occupied

  165,146   9,602   12,838   12   0   187,598 

Non-farm, non-residential

  568,438   125,907   40,448   0   0   734,793 

Agricultural

  7,724   1,686   339   0   0   9,749 

Farmland

  13,527   2,597   3,637   0   0   19,761 

Consumer real estate loans

                      - 

Home equity lines

  91,712   1,488   3,326   0   0   96,526 

Single family owner occupied

  623,860   3,859   33,335   0   0   661,054 

Owner occupied construction

  17,232   201   287   0   0   17,720 

Consumer and other loans

                      - 

Consumer loans

  118,134   28   2,211   0   0   120,373 

Other

  6,014   0   0   0   0   6,014 

Total loans

 $1,912,637  $165,994  $107,989  $12  $0  $2,186,632 

 

17

The following tables present the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of the date indicated.

 

  

December 31, 2016

 
      

Special

                 

(Amounts in thousands)

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loss

  

Total

 

Non-covered loans

                        

Commercial loans

                        

Construction, development, and other land

 $55,188  $980  $780  $-  $-  $56,948 

Commercial and industrial

  87,581   3,483   1,137   -   3   92,204 

Multi-family residential

  126,468   6,992   768   -   -   134,228 

Single family non-owner occupied

  131,934   5,466   5,565   -   -   142,965 

Non-farm, non-residential

  579,134   10,236   9,102   202   -   598,674 

Agricultural

  5,839   164   -   -   -   6,003 

Farmland

  28,887   1,223   1,619   -   -   31,729 

Consumer real estate loans

                        

Home equity lines

  104,033   871   1,457   -   -   106,361 

Single family owner occupied

  475,402   4,636   20,381   472   -   500,891 

Owner occupied construction

  43,833   -   702   -   -   44,535 

Consumer and other loans

                        

Consumer loans

  77,218   11   216   -   -   77,445 

Other

  3,971   -   -   -   -   3,971 

Total non-covered loans

  1,719,488   34,062   41,727   674   3   1,795,954 

Covered loans

                        

Commercial loans

                        

Construction, development, and other land

  2,768   803   999   -   -   4,570 

Commercial and industrial

  882   -   13   -   -   895 

Multi-family residential

  -   -   8   -   -   8 

Single family non-owner occupied

  796   63   103   -   -   962 

Non-farm, non-residential

  6,423   537   552   -   -   7,512 

Agricultural

  25   -   -   -   -   25 

Farmland

  132   -   265   -   -   397 

Consumer real estate loans

                        

Home equity lines

  14,283   20,763   771   -   -   35,817 

Single family owner occupied

  4,601   928   1,200   -   -   6,729 

Consumer and other loans

                        

Consumer loans

  79   -   -   -   -   79 

Total covered loans

  29,989   23,094   3,911   -   -   56,994 

Total loans

 $1,749,477  $57,156  $45,638  $674  $3  $1,852,948 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at March 31, 2021

 

2021

  

2020

  

2019

  

2018

  

2017

  

Prior

  

Revolving

  

Total

 

Construction, development

                                

and other land

                                

Pass

 $3,119  $13,696  $6,642  $5,879  $2,205  $8,364  $442  $40,347 

Special Mention

  0   282   0   1,179   682   251   46   2,440 

Substandard

  0   0   84   13   282   2,162   0   2,541 

Doubtful

  0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0 

Total construction, development, and other land

 $3,119  $13,978  $6,726  $7,071  $3,169  $10,777  $488  $45,328 

Commercial and industrial

                                

Pass

 $6,729  $28,778  $21,645  $17,695  $6,271  $7,165  $14,694  $102,977 

Special Mention

  0   392   1,246   1,306   297   59   256   3,556 

Substandard

  0   422   1,081   343   1,728   1,343   29   4,946 

Doubtful

  0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0 

Total commercial and industrial

 $6,729  $29,592  $23,972  $19,344  $8,296  $8,567  $14,979  $111,479 

Paycheck Protection Loans

                                

Pass

 $22,436  $28,312  $0  $0  $0  $0  $0  $50,748 

Special Mention

  0   0   0   0   0   0   0   0 

Substandard

  0   0   0   0   0   0   0   0 

Doubtful

  0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0 

Total Paycheck Protection Loans

 $22,436  $28,312  $0  $0  $0  $0  $0  $50,748 

Multi-family residential

                                

Pass

 $3,110  $28,363  $6,296  $2,147  $5,557  $49,593  $952  $96,018 

Special Mention

  0   0   0   0   2,573   3,642   0   6,215 

Substandard

  0   0   0   434   673   2,252   0   3,359 

Doubtful

  0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0 

Total multi-family residential

 $3,110  $28,363  $6,296  $2,581  $8,803  $55,487  $952  $105,592 

Non-farm, non-residential

                                

Pass

 $27,998  $145,910  $57,936  $67,978  $51,626  $214,496  $11,984  $577,928 

Special Mention

  0   16,810   10,453   3,338   26,743   48,797   87   106,228 

Substandard

  1,340   741   5,738   9,583   9,951   7,186   135   34,674 

Doubtful

  0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0 

Total non-farm, non-residential

 $29,338  $163,461  $74,127  $80,899  $88,320  $270,479  $12,206  $718,830 

Agricultural

                                

Pass

 $1,041  $2,506  $1,426  $590  $936  $430  $501  $7,430 

Special Mention

  49   128   366   650   328   30   60   1,611 

Substandard

  0   15   214   208   33   212   0   682 

Doubtful

  0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0 

Total agricultural

 $1,090  $2,649  $2,006  $1,448  $1,297  $672  $561  $9,723 

Farmland

                                

Pass

 $649  $1,237  $216  $1,132  $472  $8,756  $1,431  $13,893 

Special Mention

  0   0   0   372   662   299   0   1,333 

Substandard

  0   15   943   252   255   2,323   0   3,788 

Doubtful

  0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0 

Total farmland

 $649  $1,252  $1,159  $1,756  $1,389  $11,378  $1,431  $19,014 

 

18

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at March 31, 2021

 

2021

  

2020

  

2019

  

2018

  

2017

  

Prior

  

Revolving

  

Total

 

Home equity lines

                                

Pass

 $162  $683  $696  $303  $110  $10,643  $74,663  $87,260 

Special Mention

  0   0   0   122   0   519   653   1,294 

Substandard

  0   0   23   125   188   1,808   1,397   3,541 

Doubtful

  0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0 

Total home equity lines

 $162  $683  $719  $550  $298  $12,970  $76,713  $92,095 

Single family Mortgage

                                

Pass

 $55,294  $241,770  $76,583  $61,791  $55,113  $304,325  $901  $795,777 

Special Mention

  0   916   1,133   275   2,655   7,311   0   12,290 

Substandard

  754   748   1,935   3,634   2,548   35,325   0   44,944 

Doubtful

  0   0   0   0   0   12   0   12 

Loss

  0   0   0   0   0   0   0   0 

Total single family owner occupied

 $56,048  $243,434  $79,651  $65,700  $60,316  $346,973  $901  $853,023 

Owner occupied construction

                                

Pass

 $900  $9,816  $2,747  $1,932  $456  $2,239  $0  $18,090 

Special Mention

  0   0   0   0   0   0   0   0 

Substandard

  0   0   0   0   0   286   0   286 

Doubtful

  0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0 

Total owner occupied construction

 $900  $9,816  $2,747  $1,932  $456  $2,525  $0  $18,376 

Consumer loans

                                

Pass

 $15,522  $50,551  $28,501  $8,754  $3,742  $10,841  $2,511  $120,422 

Special Mention

  0   0   10   12   0   0   1   23 

Substandard

  0   378   978   215   162   175   79   1,987 

Doubtful

  0   0   0   0   0   0   0   0 

Loss

  0   0   0   0   0   0   0   0 

Total consumer loans

 $15,522  $50,929  $29,489  $8,981  $3,904  $11,016  $2,591  $122,432 

The

Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at March 31, 2021

 

2021

  

2020

  

2019

  

2018

  

2017

  

Prior

  

Revolving

  

Total

 

Total Loans

                                

Pass

 $136,960  $551,622  $202,688  $168,201  $126,488  $616,852  $108,079  $1,910,890 

Special Mention

  49   18,528   13,208   7,254   33,940   60,908   1,103   134,990 

Substandard

  2,094   2,319   10,996   14,807   15,820   53,072   1,640   100,748 

Doubtful

  0   0   0   0   0   12   0   12 

Loss

  0   0   0   0   0   0   0   0 

Total loans

 $139,103  $572,469  $226,892  $190,262  $176,248  $730,844  $110,822  $2,146,640 

19

Prior to the adoption of ASU 2016-13, the Company identifiesidentified loans for potential impairment through a variety of means, including, but not limited to, ongoing loan review, renewal processes, delinquency data, market communications, and public information. IfWhen the Company determinesdetermined that it iswas probable all principal and interest amounts contractually due will would not be collected in accordance with the contractual terms of the loan isagreement, the loan was generally deemed impaired.

 

The following table presents the recorded investment, unpaid principal balance, and related allowance for loan losses for impaired loans, excluding PCI loans, as of the dates indicated:date indicated prior to the adoption of ASU 2016-13:

 

 

September 30, 2017

  

December 31, 2016

  

December 31, 2020

 
     

Unpaid

          

Unpaid

          

Unpaid

    
 

Recorded

  

Principal

  

Related

  

Recorded

  

Principal

  

Related

  

Recorded

 

Principal

 

Related

 

(Amounts in thousands)

 

Investment

  

Balance

  

Allowance

  

Investment

  

Balance

  

Allowance

  

Investment

  

Balance

  

Allowance

 

Impaired loans with no related allowance

                         

Commercial loans

                         

Construction, development, and other land

 $662  $999  $-  $33  $35  $-  $616  $891  $- 

Commercial and industrial

  146   1,093   -   346   383   -  2,341  2,392  - 

Multi-family residential

  381   836   -   294   369   -  946  1,593  - 

Single family non-owner occupied

  2,485   3,891   -   3,084   3,334   -  4,816  5,785  - 

Non-farm, non-residential

  3,905   6,239   -   3,829   4,534   -  8,238  9,467  - 

Agricultural

  118   122   -   -   -   -  218  226  - 

Farmland

  990   1,037   -   1,161   1,188   -  1,228  1,311  - 

Consumer real estate loans

                         

Home equity lines

  1,624   1,766   -   913   968   -  1,604  1,772  - 

Single family owner occupied

  16,768   18,932   -   11,779   12,630   -  16,778  19,361  - 

Owner occupied construction

  233   233   -   573   589   -  216  216  - 

Consumer and other loans

                         

Consumer loans

  61   63   -   62   103   -   818   833   - 

Total impaired loans with no allowance

  27,373   35,211   -   22,074   24,133   -  37,819  43,847  - 
                         

Impaired loans with a related allowance

                         

Commercial loans

                         

Construction, development, and other land

  -   -   -   -   -   - 

Commercial and industrial

  2,400   2,400   262   -   -   -  0  0  0 

Multi-family residential

 0  0  0 

Single family non-owner occupied

  771   772   69   351   351   31  0  0  0 

Non-farm, non-residential

  865   874   325   -   -   -  1,068  1,121  319 

Farmland

  410   418   50   430   430   18  0  0  0 

Consumer real estate loans

                         

Home equity lines

  -   -   -   -   -   -  0  0  0 

Single family owner occupied

  3,771   3,779   754   4,118   4,174   770  338  338  108 

Consumer and other loans

 

Consumer loans

  0   0   0 

Total impaired loans with an allowance

  8,217   8,243   1,460   4,899   4,955   819   1,406   1,459   427 

Total impaired loans(1)

 $35,590  $43,454  $1,460  $26,973  $29,088  $819 

Total impaired loans(1)

 $39,225  $45,306  $427 


(1)

(1)

IncludesTotal recorded investment of impaired loans include loans totaling $20.07$31.18 million as of September 30, 2017, and $16.89 million as of December 31, 2016,2020, that do not meet the Company's evaluation threshold for individual impairment and are therefore collectively evaluated for impairmentimpairment.

 

19
20

The following table presentsPrior to the adoption of ASU 2016-13, the Company presented the average recorded investment and interest income recognized on impaired loans, excluding PCI loans,loans. The table below presents the information for the periodsperiod indicated:

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 

(Amounts in thousands)

 

Interest Income Recognized

  

Average Recorded Investment

  

Interest Income Recognized

  

Average Recorded Investment

  

Interest Income Recognized

  

Average Recorded Investment

  

Interest Income Recognized

  

Average Recorded Investment

 

Impaired loans with no related allowance:

                                

Commercial loans

                                

Construction, development, and other land

 $32  $907  $22  $600  $32  $309  $22  $447 

Commercial and industrial

  5   754   6   1,029   8   468   10   738 

Multi-family residential

  -   509   15   562   3   474   15   309 

Single family non-owner occupied

  11   3,304   91   3,498   88   3,313   107   3,035 

Non-farm, non-residential

  68   5,244   65   8,930   93   3,766   307   10,186 

Agricultural

  4   127   -   -   4   127   -   - 

Farmland

  17   1,003   5   204   17   1,004   9   186 

Consumer real estate loans

                                

Home equity lines

  15   1,683   6   1,157   35   1,259   21   1,318 

Single family owner occupied

  137   17,478   91   13,175   317   15,209   254   12,436 

Owner occupied construction

  1   235   2   585   6   234   7   470 

Consumer and other loans

                                

Consumer loans

  1   62   2   63   3   52   2   45 

Total impaired loans with no related allowance

  291   31,306   305   29,803   606   26,215   754   29,170 
                                 

Impaired loans with a related allowance:

                                

Commercial loans

                                

Construction, development, and other land

  -   -   -   -   -   143   -   - 

Commercial and industrial

  50   2,516   -   -   103   1,727   -   - 

Single family non-owner occupied

  8   778   5   682   21   488   18   572 

Non-farm, non-residential

  -   872   45   4,658   15   964   215   5,108 

Farmland

  -   413   -   -   -   275   -   - 

Consumer real estate loans

                                

Home equity lines

  -   -   -   -   -   139   -   - 

Single family owner occupied

  24   3,814   24   4,130   92   4,527   91   4,547 

Owner occupied construction

  -   -   -   -   -   1   -   115 

Total impaired loans with a related allowance

  82   8,393   74   9,470   231   8,264   324   10,342 

Total impaired loans

 $373  $39,699  $379  $39,273  $837  $34,479  $1,078  $39,512 

The following tables provide information on impaired PCI loan pools as of and for the dates indicated:

  

September 30, 2017

  

December 31, 2016

 

(Amounts in thousands, except impaired loan pools)

        

Unpaid principal balance

 $-  $1,086 

Recorded investment

  -   1,085 

Allowance for loan losses related to PCI loan pools

  -   12 
         

Impaired PCI loan pools

  -   1 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 

(Amounts in thousands)

                

Interest income recognized

 $-  $12  $20  $130 

Average recorded investment

  -   1,139   705   2,195 

  

Three Months Ended March 31,

 
  

2020

 
      

Average

 
  

Interest Income

  

Recorded

 

(Amounts in thousands)

 

Recognized

  

Investment

 

Impaired loans with no related allowance:

        

Commercial loans

        

Construction, development, and other land

 $8  $1,299 

Commercial and industrial

  29   2,029 

Multi-family residential

  11   670 

Single family non-owner occupied

  35   4,101 

Non-farm, non-residential

  43   4,674 

Agricultural

  1   206 

Farmland

  21   1,560 

Consumer real estate loans

        

Home equity lines

  9   1,467 

Single family owner occupied

  168   17,550 

Owner occupied construction

  6   334 

Consumer and other loans

        

Consumer loans

  4   407 

Total impaired loans with no related allowance

  335   34,297 
         

Impaired loans with a related allowance:

        

Commercial loans

        

Construction, development, and other land

  0   0 

Commercial and industrial

  0   0 

Multi-family residential

  0   941 

Single family non-owner occupied

  0   0 

Non-farm, non-residential

  0   1,338 

Farmland

  0   0 

Consumer real estate loans

        

Home equity lines

  0   0 

Single family owner occupied

  13   1,240 

Owner occupied construction

  0   0 

Total impaired loans with a related allowance

  13   3,519 

Total impaired loans

 $348  $37,816 

 

The Company generally places a loan on nonaccrual status when it is 90 days or more past due.  Covered nonaccrual loans totaled $359 thousand at March 31, 2021; the total was comprised of consumer real estate loans. The following table presents nonaccrual loans, by loan class, as of the dates indicated:

  

March 31, 2021

 

(Amounts in thousands)

 

No Allowance

  

With an Allowance

  

Total

 

Commercial loans

            

Construction, development, and other land

 $391  $0  $391 

Commercial and industrial

  1,781   0   1,781 

Multi-family residential

  854   0   854 

Single family non-owner occupied

  3,631   0   3,631 

Non-farm, non-residential

  7,295   0   7,295 

Agricultural

  267   0   267 

Farmland

  485   0   485 

Consumer real estate loans

          - 

Home equity lines

  1,035   0   1,035 

Single family owner occupied

  9,333   187   9,520 

Owner occupied construction

  0   0   0 

Consumer and other loans

          - 

Consumer loans

  847   0   847 

Total nonaccrual loans

 $25,919  $187  $26,106 

During the three month period, $9 thousand in nonaccrual loan interest was recognized.

21

The following table presents nonaccrual loans prior to the adoption of ASU 2016-13.PCI loans arewere generally not classified as nonaccrual due to the accrual of interest income under the accretion method of accounting. Covered nonaccrual loans totaled $297 thousand at December 31, 2020; the total was comprised of consumer real estate loans. The following table presents nonaccrual loans, by loan class, as of the datesdate indicated:

 

  

September 30, 2017

  

December 31, 2016

 

(Amounts in thousands)

 

Non-covered

  

Covered

  

Total

  

Non-covered

  

Covered

  

Total

 

Commercial loans

                        

Construction, development, and other land

 $126  $-  $126  $72  $32  $104 

Commercial and industrial

  118   -   118   332   13   345 

Multi-family residential

  330   -   330   294   -   294 

Single family non-owner occupied

  1,626   20   1,646   1,242   24   1,266 

Non-farm, non-residential

  3,352   -   3,352   3,295   30   3,325 

Agricultural

  118   -   118   -   -   - 

Farmland

  870   -   870   1,591   -   1,591 

Consumer real estate loans

                        

Home equity lines

  828   350   1,178   705   400   1,105 

Single family owner occupied

  11,517   50   11,567   7,924   109   8,033 

Owner occupied construction

  -   -   -   336   -   336 

Consumer and other loans

                        

Consumer loans

  57   -   57   63   -   63 

Total nonaccrual loans

 $18,942  $420  $19,362  $15,854  $608  $16,462 

(Amounts in thousands)

 

December 31, 2020

 

Commercial loans

    

Construction, development, and other land

 $244 

Commercial and industrial

  895 

Multi-family residential

  946 

Single family non-owner occupied

  2,990 

Non-farm, non-residential

  6,343 

Agricultural

  217 

Farmland

  489 

Consumer real estate loans

    

Home equity lines

  1,122 

Single family owner occupied

  7,976 

Owner occupied construction

  0 

Consumer and other loans

    

Consumer loans

  781 

Total nonaccrual loans

 $22,003 

 

The following tables presenttable presents the aging of past due loans, by loan class, as of the datesdate indicated. Nonaccrual loans 30 days or more past due are included in the applicable delinquency category.  Non-covered accruing loans contractually past due 90 days or more totaled $171 thousand as of March 31, 2021.

  

March 31, 2021

     
                          Amortized Cost of 
  

30 - 59 Days

  

60 - 89 Days

  

90+ Days

  

Total

  

Current

  

Total

  > 90 Days Accruing 

(Amounts in thousands)

 

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

  

Loans

  

No Allowance

 
                             

Commercial loans

                            

Construction, development, and other land

 $40  $0  $384  $424  $44,904  $45,328  $0 

Commercial and industrial

  1,116   746   550   2,412   159,815   162,227   0 

Multi-family residential

  156   0   854   1,010   104,582   105,592   0 

Single family non-owner occupied

  778   655   2,042   3,475   184,421   187,896   163 

Non-farm, non-residential

  76   283   3,916   4,275   714,555   718,830   0 

Agricultural

  221   93   46   360   9,363   9,723   0 

Farmland

  9   0   485   494   18,520   19,014   0 

Consumer real estate loans

                            

Home equity lines

  493   181   557   1,231   90,864   92,095   0 

Single family owner occupied

  4,455   1,291   4,477   10,223   654,905   665,128   0 

Owner occupied construction

  0   0   0   0   18,376   18,376   0 

Consumer and other loans

                            

Consumer loans

  1,394   280   417   2,091   115,813   117,904   8 

Other

  0   0   0   0   4,527   4,527   0 

Total loans

 $8,738  $3,529  $13,728  $25,995  $2,120,645  $2,146,640  $171 

22

The following table presents the aging of past due loans, by loan class, as of the date indicated prior to the adoption of ASU 2016-13. Nonaccrual loans 30 days or more past due are included in the applicable delinquency category.  Loans acquired with credit deterioration, with a discount, continuecontinued to accrue interest based on expected cash flows; therefore, PCI loans are were not generally considered nonaccrual. There were no non-coveredNon-covered accruing loans contractually past due 90 days or more totaled $295 thousand as of September 30, 2017, or December 31, 2016.2020.

 

 

September 30, 2017

  

December 31, 2020

 
 

30 - 59 Days

  

60 - 89 Days

  

90+ Days

  

Total

  

Current

  

Total

  

30 - 59 Days

 

60 - 89 Days

 

90+ Days

 

Total

 

Current

 

Total

 

(Amounts in thousands)

 

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

  

Loans

  

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

  

Loans

 

Non-covered loans

                        
             

Commercial loans

                                     

Construction, development, and other land

 $25  $-  $-  $25  $72,927  $72,952  $1,039  $0  $235  $1,274  $43,400  $44,674 

Commercial and industrial

  226   36   47   309   89,875   90,184  669  230  700  1,599  171,425  173,024 

Multi-family residential

  341   185   -   526   125,471   125,997  103  0  946  1,049  114,112  115,161 

Single family non-owner occupied

  405   186   861   1,452   141,761   143,213  925  488  2,144  3,557  184,226  187,783 

Non-farm, non-residential

  523   17   2,623   3,163   610,217   613,380  601  296  3,368  4,265  730,528  734,793 

Agricultural

  6   -   -   6   6,090   6,096  70  189  88  347  9,402  9,749 

Farmland

  849   410   343   1,602   26,295   27,897  43  0  457  500  19,261  19,761 

Consumer real estate loans

                                     

Home equity lines

  242   105   298   645   102,243   102,888  649  380  425  1,454  95,072  96,526 

Single family owner occupied

  3,133   1,414   6,199   10,746   490,496   501,242  5,317  2,265  3,891  11,473  649,581  661,054 

Owner occupied construction

  330   -   -   330   46,704   47,034  82  0  0  82  17,638  17,720 

Consumer and other loans

                                     

Consumer loans

  360   62   38   460   70,235   70,695  2,637  746  651  4,034  116,339  120,373 

Other

  -   -   -   -   4,856   4,856   0   0   0   0   6,014   6,014 

Total non-covered loans

  6,440   2,415   10,409   19,264   1,787,170   1,806,434 

Covered loans

                        

Commercial loans

                        

Construction, development, and other land

  -   -   -   -   40   40 

Single family non-owner occupied

  72   -   -   72   220   292 

Non-farm, non-residential

  -   -   -   -   10   10 

Consumer real estate loans

                        

Home equity lines

  291   -   118   409   26,441   26,850 

Single family owner occupied

  -   -   28   28   4,067   4,095 

Total covered loans

  363   -   146   509   30,778   31,287 

Total loans

 $6,803  $2,415  $10,555  $19,773  $1,817,948  $1,837,721  $12,135  $4,594  $12,905  $29,634  $2,156,998  $2,186,632 

 

the collateral, but as a practical expedient, if foreclosure is not probable, fair value measurement is optional.  For those CDA loans measured at the fair value of collateral, a credit loss expense is recorded for loan amounts in excess of fair value.  The table below summarizes collateral dependent loans, by type of collateral, and the extent to which they are collateralized during the period.

 

  

December 31, 2016

 
  

30 - 59 Days

  

60 - 89 Days

  

90+ Days

  

Total

  

Current

  

Total

 

(Amounts in thousands)

 

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

  

Loans

 

Non-covered loans

                        

Commercial loans

                        

Construction, development, and other land

 $33  $5  $17  $55  $56,893  $56,948 

Commercial and industrial

  174   30   149   353   91,851   92,204 

Multi-family residential

  163   -   281   444   133,784   134,228 

Single family non-owner occupied

  1,302   159   835   2,296   140,669   142,965 

Non-farm, non-residential

  1,235   332   2,169   3,736   594,938   598,674 

Agricultural

  -   5   -   5   5,998   6,003 

Farmland

  224   343   565   1,132   30,597   31,729 

Consumer real estate loans

                        

Home equity lines

  78   136   658   872   105,489   106,361 

Single family owner occupied

  4,777   2,408   3,311   10,496   490,395   500,891 

Owner occupied construction

  342   336   -   678   43,857   44,535 

Consumer and other loans

                        

Consumer loans

  371   90   15   476   76,969   77,445 

Other

  -   -   -   -   3,971   3,971 

Total non-covered loans

  8,699   3,844   8,000   20,543   1,775,411   1,795,954 

Covered loans

                        

Commercial loans

                        

Construction, development, and other land

  434   -   32   466   4,104   4,570 

Commercial and industrial

  -   -   -   -   895   895 

Multi-family residential

  -   -   -   -   8   8 

Single family non-owner occupied

  24   -   -   24   938   962 

Non-farm, non-residential

  32   -   -   32   7,480   7,512 

Agricultural

  -   -   -   -   25   25 

Farmland

  -   -   -   -   397   397 

Consumer real estate loans

                        

Home equity lines

  108   146   62   316   35,501   35,817 

Single family owner occupied

  58   -   39   97   6,632   6,729 

Owner occupied construction

  -   -   -   -   -   - 

Consumer and other loans

                        

Consumer loans

  -   -   -   -   79   79 

Total covered loans

  656   146   133   935   56,059   56,994 

Total loans

 $9,355  $3,990  $8,133  $21,478  $1,831,470  $1,852,948 

(Amounts in thousands)

 

March 31, 2021

  

Collateral Coverage

  

%

 

Commercial Real Estate

            

Hotel

 $0  $0   - 

Office

  0   0   0 

Other

  2,480   3,126   126.05%

Retail

  0   0   0 

Multi-Family

            

Industrial

  0   0   0 

Office

  0   0   0 

Other

  686   723   105%

Commercial and industrial

            

Industrial

  0   0   0 

Other

  0   0   0 

Home equity loans

  42   0   0.00%

Consumer owner occupied

  189   0   0.00%

Consumer

  -   -   - 

Total collateral dependent loans

 $3,397  $3,849   113.31%

 

The Company may make concessions in interest rates, loan terms and/or amortization terms when restructuring loans for borrowers experiencing financial difficulty. Restructured loans in excess of $250 thousand are evaluated for a specific reserve based on either the collateral or net present value method, whichever is most applicable. Restructured loans under $250 thousand are subject to the reserve calculation at the historical loss rate for classified loans. Certain troubled debt restructurings (“TDRs”)TDRs are classified as nonperforming at the time of restructuring and are returned to performing status after six months of satisfactory payment performance; however, these loans remain identified as impaired until full payment or other satisfaction of the obligation occurs. PCI

The CARES Act included a provision allowing banks to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020 and the earlier of (i) December 31, 2021 or (ii) 60 days after the end of the COVID-19 national emergency. The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. The Company elected to adopt this provision of the CARES Act.

From March, 2020, through March 31, 2021, the Company had modified a total of 3,812 loans with principal balances totaling $466.59 million related to COVID-19 relief.  Those modifications were generally short-term payment deferrals and are generally not considered TDRs as long asbased on the CARES Act.  The Company’s policy is to downgrade commercial loans remainmodified for COVID-19 to Special Mention due to a higher-than-usual level of risk, which caused the significant increase in loans in that rating.  Subsequent upgrade or downgrade will be on a case by case basis.  The Company will consider upgrading these loans back to pass once the assignedmodification period has ended and timely contractual payments resume.  Further downgrade would be based on a number of factors, including but not limited to additional modifications, payment performance and current underwriting.  As of March 31, 2021, total COVID-19 loan pool. No covered loans were recorded as TDRs as of September 30, 2017, or December 31, 2016.deferrals stood at $17.48 million.

 

23

The following table presents loans modified as TDRs, by loan class and accrual status, as of the dates indicated:

 

  

September 30, 2017

  

December 31, 2016

  

March 31, 2021

  

December 31, 2020

 

(Amounts in thousands)

(Amounts in thousands)

 

Nonaccrual(1)

  

Accruing

  

Total

  

Nonaccrual(1)

  

Accruing

  

Total

  

Nonaccrual(1)

  

Accruing

  

Total

  

Nonaccrual(1)

  

Accruing

  

Total

 

Commercial loans

Commercial loans

                                     

Construction, development, and other land

 $0  $0  $0  $0  $0  $0 

Commercial and industrial

 353  709  1,062  0  1,326  1,326 

Single family non-owner occupied

Single family non-owner occupied

 $33  $875  $908  $38  $892  $930  1,523  1,045  2,568  1,585  1,265  2,850 

Non-farm, non-residential

Non-farm, non-residential

  -   295   295   -   4,160   4,160  1,388  2,393  3,781  0  2,407  2,407 

Consumer real estate loans

Consumer real estate loans

                                     

Home equity lines

Home equity lines

  -   148   148   -   158   158  0  75  75  0  77  77 

Single family owner occupied

Single family owner occupied

  1,484   6,690   8,174   905   7,503   8,408  216  4,560  4,776  229  4,927  5,156 

Owner occupied construction

Owner occupied construction

  -   234   234   341   239   580  0  216  216  0  216  216 

Consumer and other loans

             

Consumer loans

  0   29   29   0   30   30 

Total TDRs

Total TDRs

 $1,517  $8,242  $9,759  $1,284  $12,952  $14,236  $3,480  $9,027  $12,507  $1,814  $10,248  $12,062 
                          

Allowance for loan losses related to TDRs

         $707          $670 

Allowance for credit losses related to TDRs

      $0       $0 


(1)(1)

Nonaccrual TDRs are included in total nonaccrual loans disclosed in the nonaccrual table above.

 

The following table presents interest income recognized on TDRs for the periods indicated:

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended March 31,

 
  

2017

  

2016

  

2017

  

2016

  

2021

  

2020

 

(Amounts in thousands)

(Amounts in thousands)

                    

Interest income recognized

Interest income recognized

 $74  $143  $159  $296  $104  $98 

 

The following tables present loans modified as TDRs, by type of concession made and loan class, that were restructured during the periods indicated. The post-modification recorded investment represents the loan balance immediately following modification.indicated:

 

 

Three Months Ended March 31,

 
 

2021

  

2020

 
 

Three Months Ended September 30,

        

Post-modification

       

Post-modification

 
 

2017

  

2016

  

Total

 

Pre-modification

 

Recorded

 

Total

 

Pre-modification

 

Recorded

 

(Amounts in thousands)

 

Total Contracts

  

Pre-modification

Recorded Investment

  

Post-modification

Recorded Investment

  

Total Contracts

  

Pre-modification

Recorded Investment

  

Post-modification

Recorded Investment

  

Contracts

  

Recorded Investment

  

Investment(1)

  

Contracts

  

Recorded Investment

  

Investment(1)

 

Below market interest rate and extended payment term

                                     

Single family non-owner occupied

 0  0  0  1  50  50 

Single family owner occupied

  1  $42  $42   -  $-  $-  0 0 0  0  0  0 

Total below market interest rate and extended payment term

  0   0   0   1   50   50 

Payment deferral

             
Construction, development, and other land 0 0 0 1 63 63 

Commercial and industrial

 0  0  0  1  602  602 
Single family non-owner occupied 0 0 0 1 529 529 

Non-farm, non-residential

 1  1,390  1,390  1  577  577 

Single family owner occupied

  0   0   0   2   672   672 

Total principal deferral

  1   1,390   1,390   6   2,443   2,443 

Total

  1  $42  $42   -  $-  $-   1  $1,390  $1,390   7  $2,493  $2,493 

 

  

Nine Months Ended September 30,

 
  

2017

  

2016

 

(Amounts in thousands)

 

Total Contracts

  

Pre-modification

Recorded Investment

  

Post-modification

Recorded Investment

  

Total Contracts

  

Pre-modification

Recorded Investment

  

Post-modification

Recorded Investment

 

Below market interest rate and extended payment term

                        

Single family owner occupied

  3  $141  $141   1  $115  $115 

Total

  3  $141  $141   1  $115  $115 

(1)

Represents the loan balance immediately following modification

 

24

There were no0 payment defaults on loans modified as TDRs that were restructured within the previous 12 months as of September 30, 2017 or 2016.

March 31, 2020.

 

The following table provides information about other real estate owned (“OREO”), which consists of properties acquired through foreclosure, as of the dates indicated:

 

    

September 30, 2017

  

December 31, 2016

 

(Amounts in thousands)

        

Non-covered OREO

 $3,543  $5,109 

Covered OREO

  54   276 

Total OREO

 $3,597  $5,385 
           

Non-covered OREO secured by residential real estate

 $971  $1,746 

Residential real estate loans in the foreclosure process(1)

  10,025   2,539 
  

March 31, 2021

  

December 31, 2020

 

(Amounts in thousands)

        

OREO

 $1,740  $2,083 
         

OREO secured by residential real estate

 $645  $769 

Residential real estate loans in the foreclosure process(1)

  2,900   4,141 


(1)

(1)

The recorded investment in consumer mortgage loans collateralized by residential real estate that are in the process of foreclosure according to local requirements of the applicable jurisdiction

 

Note 5. Allowance for LoanCredit Losses

 

The following tables present the changes in the allowance for loancredit losses, by loan segment, during the periods indicated:indicated. .

 

 

Three Months Ended March 31, 2021

 
 

Three Months Ended September 30, 2017

     

Consumer Real

 

Consumer and

 

Total

 

(Amounts in thousands)

 

Commercial

  

Consumer Real

Estate

  

Consumer and

Other

  

Total

Allowance

  

Commercial

  

Estate

  

Other

  

Allowance

 

Allowance, excluding PCI

                

Total allowance

            

Beginning balance

 $12,283  $5,802  $793  $18,878  $14,661  $8,951  $2,570  $26,182 

Provision for loan losses charged to operations

  358   75   305   738 
Cumulative effect of adoption of ASU 2016-13 8,360 4,145 602 13,107 

Provision for (recovery of) loan losses charged to operations

 (3,070) (1,542) 611  (4,001)

Charge-offs

  (207)  (137)  (373)  (717) (757) (10) (963) (1,730)

Recoveries

  170   67   70   307   392   343   270   1,005 

Net charge-offs

  (37)  (70)  (303)  (410)  (365)  333   (693)  (725)

Ending balance

 $12,604  $5,807  $795  $19,206  $19,586  $11,887  $3,090  $34,563 
                

PCI allowance

                

Beginning balance

 $-  $8  $-  $8 

Recovery of loan losses

  -   (8)  -   (8)

Benefit attributable to the FDIC indemnification asset

  -   -   -   - 

Recovery of loan losses charged to operations

  -   (8)  -   (8)

Recovery of loan losses recorded through the FDIC indemnification asset

  -   -   -   - 

Ending balance

 $-  $-  $-  $- 
                

Total allowance

                

Beginning balance

 $12,283  $5,810  $793  $18,886 

Provision for loan losses

  358   67   305   730 

Benefit attributable to the FDIC indemnification asset

  -   -   -   - 

Provision for loan losses charged to operations

  358   67   305   730 

Recovery of loan losses recorded through the FDIC indemnification asset

  -   -   -   - 

Charge-offs

  (207)  (137)  (373)  (717)

Recoveries

  170   67   70   307 

Net charge-offs

  (37)  (70)  (303)  (410)

Ending balance

 $12,604  $5,807  $795  $19,206 

 

  

Three Months Ended March 31, 2020

 
      

Consumer Real

  

Consumer and

  

Total

 

(Amounts in thousands)

 

Commercial

  

Estate

  

Other

  

Allowance

 

Total allowance

                

Beginning balance

 $10,235  $6,325  $1,865  $18,425 

Provision for loan losses charged to operations

  1,987   1,145   368   3,500 

Charge-offs

  (268)  (63)  (863)  (1,194)

Recoveries

  121   112   173   406 

Net charge-offs

  (147)  49   (690)  (788)

Ending balance

 $12,075  $7,519  $1,543  $21,137 

 

25

  

Three Months Ended September 30, 2016

 

(Amounts in thousands)

 

Commercial

  

Consumer Real Estate

  

Consumer and Other

  

Total Allowance

 

Allowance, excluding PCI

                

Beginning balance

 $13,689  $6,625  $773  $21,087 

(Recovery of) provision for loan losses charged to operations

  (726)  (575)  147   (1,154)

Charge-offs

  (272)  (207)  (293)  (772)

Recoveries

  295   89   76   460 

Net recoveries (charge-offs)

  23   (118)  (217)  (312)

Ending balance

 $12,986  $5,932  $703  $19,621 
                 

PCI allowance

                

Beginning balance

 $-  $12  $-  $12 

Recovery of loan losses

  -   -   -   - 

Benefit attributable to the FDIC indemnification asset

  -   -   -   - 

Recovery of loan losses charged to operations

  -   -   -   - 

Recovery of loan losses recorded through the FDIC indemnification asset

  -   -   -   - 

Ending balance

 $-  $12  $-  $12 
                 

Total allowance

                

Beginning balance

 $13,689  $6,637  $773  $21,099 

(Recovery of) provision for loan losses

  (726)  (575)  147   (1,154)

Benefit attributable to the FDIC indemnification asset

  -   -   -   - 

(Recovery of) provision for loan losses charged to operations

  (726)  (575)  147   (1,154)

Recovery of loan losses recorded through the FDIC indemnification asset

  -   -   -   - 

Charge-offs

  (272)  (207)  (293)  (772)

Recoveries

  295   89   76   460 

Net recoveries (charge-offs)

  23   (118)  (217)  (312)

Ending balance

 $12,986  $5,944  $703  $19,633 

  

Nine Months Ended September 30, 2017

 

(Amounts in thousands)

 

Commercial

  

Consumer Real Estate

  

Consumer and Other

  

Total Allowance

 

Allowance, excluding PCI

                

Beginning balance

 $11,690  $5,487  $759  $17,936 

Provision for loan losses charged to operations

  822   561   785   2,168 

Charge-offs

  (493)  (535)  (948)  (1,976)

Recoveries

  585   294   199   1,078 

Net recoveries (charge-offs)

  92   (241)  (749)  (898)

Ending balance

 $12,604  $5,807  $795  $19,206 
                 

PCI allowance

                

Beginning balance

 $-  $12  $-  $12 

Recovery of loan losses

  -   (12)  -   (12)

Benefit attributable to the FDIC indemnification asset

  -   -   -   - 

Recovery of loan losses charged to operations

  -   (12)  -   (12)

Recovery of loan losses recorded through the FDIC indemnification asset

  -   -   -   - 

Ending balance

 $-  $-  $-  $- 
                 

Total allowance

                

Beginning balance

 $11,690  $5,499  $759  $17,948 

Provision for loan losses

  822   549   785   2,156 

Benefit attributable to the FDIC indemnification asset

  -   -   -   - 

Provision for loan losses charged to operations

  822   549   785   2,156 

Recovery of loan losses recorded through the FDIC indemnification asset

  -   -   -   - 

Charge-offs

  (493)  (535)  (948)  (1,976)

Recoveries

  585   294   199   1,078 

Net recoveries (charge-offs)

  92   (241)  (749)  (898)

Ending balance

 $12,604  $5,807  $795  $19,206 

  

Nine Months Ended September 30, 2016

 

(Amounts in thousands)

 

Commercial

  

Consumer Real Estate

  

Consumer and Other

  

Total Allowance

 

Allowance, excluding PCI

                

Beginning balance

 $13,133  $6,356  $690  $20,179 

(Recovery of) provision for loan losses charged to operations

  (200)  436   560   796 

Charge-offs

  (747)  (1,135)  (809)  (2,691)

Recoveries

  800   275   262   1,337 

Net recoveries (charge-offs)

  53   (860)  (547)  (1,354)

Ending balance

 $12,986  $5,932  $703  $19,621 
                 

PCI allowance

                

Beginning balance

 $-  $54  $-  $54 

Recovery of loan losses

  -   (42)  -   (42)

Benefit attributable to the FDIC indemnification asset

  -   1   -   1 

Recovery of loan losses charged to operations

  -   (41)  -   (41)

Recovery of loan losses recorded through the FDIC indemnification asset

  -   (1)  -   (1)

Ending balance

 $-  $12  $-  $12 
                 

Total allowance

                

Beginning balance

 $13,133  $6,410  $690  $20,233 

(Recovery of) provision for loan losses

  (200)  394   560   754 

Benefit attributable to the FDIC indemnification asset

  -   1   -   1 

(Recovery of) provision for loan losses charged to operations

  (200)  395   560   755 

Recovery of loan losses recorded through the FDIC indemnification asset

  -   (1)  -   (1)

Charge-offs

  (747)  (1,135)  (809)  (2,691)

Recoveries

  800   275   262   1,337 

Net recoveries (charge-offs)

  53   (860)  (547)  (1,354)

Ending balance

 $12,986  $5,944  $703  $19,633 

The following tables presenttable presents the allowance for loan losses and recorded investment in loans evaluated for impairment, excluding PCI loans, by loan class, as of the dates indicated:date indicated prior to the adoption of ASU 2016-13:

 

  

September 30, 2017

 

(Amounts in thousands)

 

Loans Individually

Evaluated for

Impairment

  

Allowance for Loans Individually

Evaluated

  

Loans Collectively

Evaluated for

Impairment

  

Allowance for Loans Collectively

Evaluated

 

Commercial loans

                

Construction, development, and other land

 $-  $-  $72,293  $1,099 

Commercial and industrial

  2,400   262   87,782   478 

Multi-family residential

  254   -   125,743   1,133 

Single family non-owner occupied

  1,103   69   140,150   2,308 

Non-farm, non-residential

  2,561   325   606,773   6,706 

Agricultural

  -   -   6,096   44 

Farmland

  940   50   26,957   130 

Total commercial loans

  7,258   706   1,065,794   11,898 

Consumer real estate loans

                

Home equity lines

  -   -   116,468   825 

Single family owner occupied

  8,259   754   496,264   3,852 

Owner occupied construction

  -   -   47,034   376 

Total consumer real estate loans

  8,259   754   659,766   5,053 

Consumer and other loans

                

Consumer loans

  -   -   70,695   795 

Other

  -   -   4,856   - 

Total consumer and other loans

  -   -   75,551   795 

Total loans, excluding PCI loans

 $15,517  $1,460  $1,801,111  $17,746 

  

December 31, 2016

 

(Amounts in thousands)

 

Loans Individually Evaluated for Impairment

  

Allowance for Loans Individually Evaluated

  

Loans Collectively Evaluated for Impairment

  

Allowance for Loans Collectively Evaluated

 

Commercial loans

                

Construction, development, and other land

 $-  $-  $60,281  $889 

Commercial and industrial

  -   -   93,099   495 

Multi-family residential

  281   -   133,947   1,157 

Single family non-owner occupied

  1,910   31   139,711   2,721 

Non-farm, non-residential

  1,454   -   600,915   6,185 

Agricultural

  -   -   6,028   43 

Farmland

  981   18   31,145   151 

Total commercial loans

  4,626   49   1,065,126   11,641 

Consumer real estate loans

                

Home equity lines

  -   -   122,000   895 

Single family owner occupied

  5,120   770   501,617   3,594 

Owner occupied construction

  336   -   44,199   228 

Total consumer real estate loans

  5,456   770   667,816   4,717 

Consumer and other loans

                

Consumer loans

  -   -   77,524   759 

Other

  -   -   3,971   - 

Total consumer and other loans

  -   -   81,495   759 

Total loans, excluding PCI loans

 $10,082  $819  $1,814,437  $17,117 

  

December 31, 2020

 
  

Loans Individually

  

Allowance for Loans

  

Loans Collectively

  

Allowance for Loans

 
  

Evaluated for

  

Individually

  

Evaluated for

  

Collectively

 

(Amounts in thousands)

 

Impairment

  

Evaluated

  

Impairment

  

Evaluated

 

Commercial loans

                

Construction, development, and other land

 $0  $0  $43,716  $528 

Commercial and industrial

  724   0   171,486   1,024 

Multi-family residential

  695   0   112,852   1,417 

Single family non-owner occupied

  1,041   0   183,283   1,861 

Non-farm, non-residential

  3,916   319   714,160   9,097 

Agricultural

  0   0   9,728   218 

Farmland

  0   0   17,540   196 

Total commercial loans

  6,376   319   1,252,765   14,341 

Consumer real estate loans

                

Home equity lines

  0   0   95,765   799 

Single family owner occupied

  1,673   108   647,040   7,849 

Owner occupied construction

  0   0   17,567   195 

Total consumer real estate loans

  1,673   108   760,372   8,843 

Consumer and other loans

                

Consumer loans

  0   0   119,770   2,570 

Other

  0   0   6,014   0 

Total consumer and other loans

  0   0   125,784   2,570 

Total loans, excluding PCI loans

 $8,049  $427  $2,138,921  $25,754 

 

The following table presents the recorded investment in PCI loans and the allowance for loan losses on PCI loans, and recorded investment in PCI loans, by loan pool, as of the dates indicated:date indicated prior to the adoption of ASU 2016-13:

 

 

December 31, 2020

 
     

Allowance for Loan

 
  

September 30, 2017

  

December 31, 2016

  

Recorded

 

Pools With

 

(Amounts in thousands)

(Amounts in thousands)

 

Recorded

Investment

  

Allowance for Loan

Pools With

Impairment

  

Recorded

Investment

  

Allowance for Loan

Pools With

Impairment

  

Investment

  

Impairment

 

Commercial loans

Commercial loans

                 

Waccamaw commercial

 $452  $-  $260  $- 

Peoples commercial

  4,159   -   4,491   - 

Other

  1,011   -   1,095   - 

Highlands:

 

Construction & land development

 $958  $0 

Farmland and other agricultural

 2,242  0 

Multifamily

 1,614  0 

Commercial real estate

 20,176  0 

Commercial and industrial

  814   0 

Total commercial loans

Total commercial loans

  5,622   -   5,846   -  25,804  0 

Consumer real estate loans

Consumer real estate loans

                 

Waccamaw serviced home equity lines

  13,270   -   20,178   - 

Waccamaw residential

  1,181   -   1,320   - 

Peoples residential

  1,020   -   1,085   12 

Highlands:

 

1-4 family, junior and HELOCS

 761  0 

1-4 family, senior-consumer

 12,494  0 

Consumer

  603   0 

Total consumer real estate loans

Total consumer real estate loans

  15,471   -   22,583   12   13,858   0 

Total PCI loans

Total PCI loans

 $21,093  $-  $28,429  $12  $39,662  $0 

 

Management believed the allowance was adequate to absorb probable loan losses inherent in the loan portfolio as of September 30, 2017.

Note 6. FDIC Indemnification Asset

In connection with the FDIC-assisted acquisition of Waccamaw in 2012, the Company entered into loss share agreements with the FDIC that covered $31.29 million of loans and $54 thousand of OREO as of September 30, 2017, compared to $56.99 million of loans and $276 thousand of OREO as of December 31, 2016. Under the loss share agreements, the FDIC agrees to cover 80% of most loan and foreclosed real estate losses and reimburse certain expenses incurred in relation to these covered assets. Loss share coverage expired June 30, 2017, for commercial loans, with recoveries continuing until June 30, 2019. Loss share coverage will expire June 30, 2022, for single family loans. The Company’s condensed consolidated statements of income include the expense on covered assets net of estimated reimbursements. The following table presents the changes in the FDIC indemnification asset during the periods indicated:

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 

(Amounts in thousands)

                

Beginning balance

 $8,159  $16,431  $12,173  $20,844 

Decrease in estimated losses on covered loans

  -   -   -   (1)

Increase in estimated losses on covered OREO

  4   277   71   851 

Reimbursable expenses from the FDIC

  47   60   108   134 

Net amortization

  (268)  (1,369)  (3,186)  (3,856)

Reimbursements from the FDIC

  (477)  (1,067)  (1,701)  (3,640)

Ending balance

 $7,465  $14,332  $7,465  $14,332 

 

 

30
26

Note 76. Deposits

 

The following table presents the components of deposits as of the dates indicated:

 

 

September 30, 2017

  

December 31, 2016

  

March 31, 2021

  

December 31, 2020

 

(Amounts in thousands)

              

Noninterest-bearing demand deposits

 $452,940  $427,705  $824,576  $772,795 

Interest-bearing deposits:

             

Interest-bearing demand deposits

  393,244   378,339  634,947  598,148 

Money market accounts

  172,266   196,997  285,157  258,864 

Savings deposits

  337,934   326,263  524,021  495,821 

Certificates of deposit

  381,625   382,503  279,832  293,848 

Individual retirement accounts

  125,811   129,531   124,567   126,771 

Total interest-bearing deposits

  1,410,880   1,413,633   1,848,524   1,773,452 

Total deposits

 $1,863,820  $1,841,338  $2,673,100  $2,546,247 

Note 7. Leases

 

Operating leases are recorded as a right of use (“ROU”) asset and operating lease liability. The ROU asset is recorded in other assets, while the lease liability is recorded in other liabilities on the condensed balance sheet beginning January 1, 2019, when the Company adopted ASU 2016-02, on a prospective basis. The ROU asset represents the right to use an underlying asset during the lease term and the lease liability represents the obligation to make lease payments arising from the lease. The ROU asset and lease liability have been recognized based on the present value of the lease payments using a discount rate that represented our incremental borrowing rate at the lease commencement date or the date of adoption of ASU 2016-02. The lease expense, which is comprised of the amortization of the ROU asset and the implicit interest accreted on the lease liability, is recognized on a straight-line basis over the lease term, and is recorded in occupancy expense in the condensed statements of income.

The Company’s current operating leases relate primarily to bank branches. The Company’s ROU asset was $808 thousand as of March 31, 2021 compared to $830 thousand as of December 31, 2020. The operating lease liability as of March 31, 2021 was $861 compared to $891 thousand as of December 31, 2020. The Company’s total operating leases have remaining terms of  1-8 years; compared with 1-9 years as of December 31, 2020. The March 31, 2021 weighted average discount rate of 3.22% did not change from December 31, 2020.

Future minimum lease payments as of the dates indicated are as follows:

Year

 

March 31, 2021

 

(Amounts in thousands)

    

2022

 $154 

2023

  122 

2024

  119 

2025

  113 

2026 and thereafter

  437 

Total lease payments

  945 

Less: Interest

  (84)

Present value of lease liabilities

 $861 

Year

 

December 31, 2020

 

(Amounts in thousands)

    

2021

 $154 

2022

  131 

2023

  119 

2024

  117 

2025 and thereafter

  463 

Total lease payments

  984 

Less: Interest

  (93)

Present value of lease liabilities

 $891 

27

Note 8. Borrowings

 

The following table presents the components of borrowings as of the dates indicated:

 

  

September 30, 2017

  

December 31, 2016

 

(Amounts in thousands)

 

Balance

  

Weighted

Average Rate

  

Balance

  

Weighted

Average Rate

 

Short-term borrowings

                

Retail repurchase agreements

 $58,783   0.07% $73,005   0.07%

Long-term borrowings

                

Wholesale repurchase agreements

  25,000   3.18%  25,000   3.18%

Long-term FHLB advances

  50,000   4.00%  65,000   4.04%

Other borrowings

                

Subordinated debt

  -   -   15,464   3.65%

Other debt

  -       244     

Total borrowings

 $133,783      $178,713     
  

March 31, 2021

  

December 31, 2020

 
      

Weighted

      

Weighted

 

(Amounts in thousands)

 

Balance

  

Average Rate

  

Balance

  

Average Rate

 

Retail repurchase agreements

 $1,519   0.07% $964   0.32%

 

The following schedule presentsRepurchase agreements are secured by certain securities that remain under the contractual and weighted average maturitiesCompany’s control during the terms of long-term borrowings, by year, as of September 30, 2017:the agreements.

 

  

Wholesale Repurchase

Agreements

  

FHLB Borrowings

  

Total

 

(Amounts in thousands)

            

2017

 $-  $-  $- 

2018

  -   -   - 

2019

  25,000   -   25,000 

2020

  -   -   - 

2021

  -   50,000   50,000 

2022 and thereafter

  -   -   - 

Total long-term borrowings

 $25,000  $50,000  $75,000 
             

Weighted average maturity (in years)

  1.41   3.27   2.65 

As of March 31, 2021, the Company had 0 long-term borrowings.

 

The FHLB may redeem callable advances at quarterly intervals, which could substantially shorten the advances’ lives. If called, the advance may be paid in full or converted into another FHLB credit product. Prepayment of an advance may result in substantial penalties based on the differential between the contractual note and current advance rate for similar maturities. The Company pledged certain loans to secure FHLB advances and letters of credit totaling $934.90 million as of September 30, 2017. Unused borrowing capacity with the FHLB totaled $446.30$267.02 million, net of FHLB letters of credit of $113.71$179.17 million, as of September 30, 2017. The FHLB lettersMarch 31, 2021. As of credit provide an attractive alternative to pledging securities for public unit deposits.

Investment securities 2021, the Company pledged $784.76 million in qualifying loans to secure repurchase agreements remain under the Company’s control during the agreements’ terms. The counterparties may redeem callable repurchase agreements, which could substantially shorten the borrowings’ lives. The prepayment or early termination of a repurchase agreement may result in substantial penalties based on market conditions. The following schedule presents the contractual maturities of repurchase agreements, by type of collateral pledged, as of September 30, 2017:

  

U.S. Treasury

Securities

  

U.S. Agency

Securities

  

Municipal Securities

  

Mortgage-backed

Agency Securities

  

Total

 

(Amounts in thousands)

                    

Overnight and continuous

 $5,240  $12,874  $37,953  $2,639  $58,706 

Up to 30 days

  -   -   -   -   - 

30 - 90 days

  -   -   -   -   - 

Greater than 90 days

  9,000   3,400   -   12,677   25,077 
  $14,240  $16,274  $37,953  $15,316  $83,783 

The Company issued $15.46 million of junior subordinated debentures (“Debentures”) to FCBI Capital Trust (the “Trust”), an unconsolidated subsidiary, in October 2003 with an interest rate of three-month London InterBank Offered Rate (“LIBOR”) plus 2.95% and a 30-year term ending in October 2033. The Trust purchased the Debentures through the issuance of trust preferred securities, which had substantially identical terms as the Debentures. Net proceeds from the offering were contributed as capital to the Bank to support further growth. During the first quarter of 2017, the Company redeemed all $15.46 million of its trust preferred securities issued through the Trust.FHLB borrowing capacity.

 

In addition, theThe Company maintainsmaintained a $15.00 million unsecured, committed line of credit with an unrelated financial institution with an interest rate of one-monthone-month LIBOR plus 2.00% that maturesmatured in April 2018. 2021. There was no0 outstanding balance on the line as of September 30, 2017,March 31, 2021, or December 31, 2016.2020.

 

Note 9. Derivative Instruments and Hedging Activities

 

As of September 30, 2017, the Company’s derivative instruments consisted of interest rate swaps. Generally, derivative instruments help the Company manage exposure to market risk and meet customer financing needs. Market risk represents the possibility that fluctuations in external factors such as interest rates, market-driven loan rates, prices, or other economic factors will adversely affect economic value or net interest income.

 

The Company uses interest rate swap contracts to modify its exposure to interest rate risk caused by changes in the LIBOR curve in relation to certain designated fixed rate loans. These instruments are used to convert these fixed rate loans to an effective floating rate. If the LIBOR rate falls below the loan’sloan’s stated fixed rate for a given period, the Company will owe the floating rate payer the notional amount times the difference between LIBOR and the stated fixed rate. If LIBOR is above the stated rate for a given period, the Company will receive payments based on the notional amount times the difference between LIBOR and the stated fixed rate. The Company’sCertain of the Company's interest rate swaps qualify as fair value hedging instruments; therefore, fair value changes in the derivative and hedged item attributable to the hedged risk are recognized in earnings in the same period.

The Company’s interest rate swap agreements include a ten-year, $1.28 million notional swap entered into in August 2017; a fourteen-year, $1.20 million notional swap entered into in March 2015; and a fifteen-year, $4.37 million notional swap entered into in February 2014. The swap agreements, which are accounted for as fair value hedges, and the loans hedged by the agreements are recorded at fair value. The fair value hedges were effective as of September 30, 2017. March 31, 2021. The remaining interest rate swaps do not qualify as fair value hedges and the fair value changes in the derivative are recognized in earnings each period.

The following table presents the notional, or contractual, amounts and fair values of derivative instruments as of the dates indicated:

 

 

March 31, 2021

  

December 31, 2020

 
 

September 30, 2017

  

December 31, 2016

  

Notional or

 

Fair Value

 

Notional or

 

Fair Value

 
 

Notional or

  

Fair Value

  

Notional or

  

Fair Value

  

Contractual

 

Derivative

 

Derivative

 

Contractual

 

Derivative

 

Derivative

 

(Amounts in thousands)

 

Contractual

Amount

  

Derivative

Assets

  

Derivative

Liabilities

  

Contractual

Amount

  

Derivative

Assets

  

Derivative

Liabilities

  

Amount

  

Assets

  

Liabilities

  

Amount

  

Assets

  

Liabilities

 

Derivatives designated as hedges

                                     

Interest rate swaps

 $5,892  $-  $151  $4,835  $-  $167  $5,045  $0  $310  $4,772  $0  $465 
Derivatives not designated as hedges             
Interest rate swaps $8,310 0 $725 $11,928 0 $666 

Total derivatives

 $5,892  $-  $151  $4,835  $-  $167  $13,355  $0  $1,035  $16,700  $0  $1,131 

 

 

The following table presents the effect of derivative and hedging activity, if applicable, on the consolidated statements of income for the periods indicated:

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

 

 

 

Three Months Ended March 31,

  

(Amounts in thousands)

 

2017

  

2016

  

2017

  

2016

 

Income Statement Location

 

2021

  

2020

 

Income Statement Location

Derivatives designated as hedges

                  

Interest rate swaps

 $23  $31  $64  $86 

Interest and fees on loans

 $28  $12 

Interest and fees on loans

Derivatives not designated as hedges

 

Interest rate swaps

  68   0 

Interest and fees on loans

Total derivative expense

 $23  $31  $64  $86   $96  $12  

 

28

Note 1010. Employee Benefit Plans

 

The Company maintains two nonqualified domestic, noncontributory defined benefit plans (the “Benefit Plans”) for key members of senior management and non-management directors. The Company’sCompany’s unfunded Benefit Plans include the Supplemental Executive Retention Plan and the Directors’ Supplemental Retirement Plan. The following table presents the components of net periodic pension cost and the effect on the consolidated statements of income for the periods indicated:

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended March 31,

  
 

2017

  

2016

  

2017

  

2016

  

2021

  

2020

 

Income Statement Location

(Amounts in thousands)

                     

Service cost

 $57  $46  $173  $138  $88  $77 

Salaries and employee benefits

Interest cost

  93   95   279   286  79  89 

Other expense

Amortization of prior service cost

  57   57   171   170  31  50 

Other expense

Amortization of losses

  8   12   23   35   66   46 

Other expense

Net periodic cost

 $215  $210  $646  $629  $264  $262  

Note 11. Earnings per Share

 

The following table presents the calculation of basic and diluted earnings per common share for the periods indicated: 

  

Three Months Ended

 
  

March 31,

 
  

2021

  

2020

 

(Amounts in thousands, except share and per share data)

        

Net income

 $14,602  $7,872 
         

Weighted average common shares outstanding, basic

  17,669,937   17,998,994 

Dilutive effect of potential common shares

        

Stock options

  24,956   36,199 

Restricted stock

  34,292   14,878 

Total dilutive effect of potential common shares

  59,248   51,077 

Weighted average common shares outstanding, diluted

  17,729,185   18,050,071 
         

Basic earnings per common share

 $0.83  $0.44 

Diluted earnings per common share

  0.82   0.44 
         

Antidilutive potential common shares

        

Stock options

  13,990   0 

Restricted stock

  7,809   32,137 

Total potential antidilutive shares

  21,799   32,137 

29

Note 1112. Accumulated Other Comprehensive Income (Loss)

 

The following tablestables present the activitychanges in accumulated other comprehensive income (loss) (“AOCI”), net of tax and by component, during the periods indicated:

 

 

Three Months Ended March 31, 2021

 
 

Unrealized Gains

      
 

Three Months Ended September 30, 2017

  

(Losses) on Available-

      
 

Unrealized Gains (Losses) on Available-for-Sale Securities

  

Employee Benefit Plans

  

Total

  

for-Sale Securities

  

Employee Benefit Plans

  

Total

 

(Amounts in thousands)

                     

Beginning balance

 $1,302  $(1,303) $(1) $1,106  $(3,029) $(1,923)

Other comprehensive loss before reclassifications

  (106)  (1)  (107) (646) (163) (809)

Reclassified from AOCI

  -   41   41   0   77   77 

Other comprehensive (loss) income, net

  (106)  40   (66)

Other comprehensive loss income, net

  (646)  (86)  (732)

Ending balance

 $1,196  $(1,263) $(67) $460  $(3,115) $(2,655)

 

  

Three Months Ended September 30, 2016

 
  

Unrealized Gains (Losses) on Available-for-Sale Securities

  

Employee Benefit

Plans

  

Total

 

(Amounts in thousands)

            

Beginning balance

 $(1,706) $(1,311) $(3,017)

Other comprehensive income (loss) before reclassifications

  465   (2)  463 

Reclassified from AOCI

  2,881   43   2,924 

Other comprehensive income, net

  3,346   41   3,387 

Ending balance

 $1,640  $(1,270) $370 

  

Nine Months Ended September 30, 2017

 
  

Unrealized Gains (Losses) on Available-for-Sale Securities

  

Employee Benefit Plans

  

Total

 

(Amounts in thousands)

            

Beginning balance

 $(544) $(1,467) $(2,011)

Other comprehensive income before reclassifications

  1,329   83   1,412 

Reclassified from AOCI

  411   121   532 

Other comprehensive income, net

  1,740   204   1,944 

Ending balance

 $1,196  $(1,263) $(67)

 

Three Months Ended March 31, 2020

 
 

Unrealized Gains

      
 

Nine Months Ended September 30, 2016

  

(Losses) on Available-

      
 

Unrealized Gains (Losses) on Available-for-Sale Securities

  

Employee Benefit

Plans

  

Total

  

for-Sale Securities

  

Employee Benefit Plans

  

Total

 

(Amounts in thousands)

                     

Beginning balance

 $(3,885) $(1,362) $(5,247) $866  $(2,372) $(1,506)

Other comprehensive income (loss) before reclassifications

  2,588   (36)  2,552  947  (352) 595 

Reclassified from AOCI

  2,937   128   3,065   (304)  76   (228)

Other comprehensive income, net

  5,525   92   5,617   643   (276)  367 

Ending balance

 $1,640  $(1,270) $370  $1,509  $(2,648) $(1,139)

 

The following table presents reclassifications out of AOCI,, by component, during the periods indicated:

 

 

Three Months Ended

  

Nine Months Ended

      

Three Months Ended

   
 

September 30,

  

September 30,

  

Income Statement

  

March 31,

  

Income Statement

 

(Amounts in thousands)

 

2017

  

2016

  

2017

  

2016

  

Line Item Affected

  

2021

  

2020

  

Line Item Affected

 

Available-for-sale securities

                           

Loss (gain) recognized

 $-  $(25) $657  $53  

Net gain (loss) on sale of securities

 

Credit-related OTTI recognized

  -   4,635   -   4,646  

Net impairment losses recognized in earnings

 

Gain recognized

 $0  $(385) 

Net loss on sale of securities

 

Reclassified out of AOCI, before tax

  -   4,610   657   4,699  

Income before income taxes

  0  (385) 

Income before income taxes

 

Income tax expense

  -   1,729   246   1,762  

Income tax expense

   0   (81) 

Income tax expense

 

Reclassified out of AOCI, net of tax

  -   2,881   411   2,937  

Net income

  0  (304) 

Net income

 

Employee benefit plans

                           

Amortization of prior service cost

  57   57   171   170  (1)  $31  $50    

Amortization of net actuarial benefit cost

  8   12   23   35  (1)   66   46    

Reclassified out of AOCI, before tax

  65   69   194   205  

Income before income taxes

  97  96  

Income before income taxes

 

Income tax expense

  24   26   73   77  

Income tax expense

   20   20  

Income tax expense

 

Reclassified out of AOCI, net of tax

  41   43   121   128  

Net income

   77   76  

Net income

 

Total reclassified out of AOCI, net of tax

 $41  $2,924  $532  $3,065  

Net income

  $77  $(228) 

Net income

 


(1)(1)

Amortization is included in net periodic pension cost. See Note 10,11, "Employee Benefit Plans."

 

Note 1213. Fair Value

 

Financial Instruments Measured at Fair Value

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy ranks the inputs used in measuring fair value as follows:

 

 

Level 1– Observable, unadjusted quoted prices in active markets

 

Level 2– Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability

 

Level 3– Unobservable inputs with little or no market activity that require the Company to use reasonable inputs and assumptions

 

The Company uses fair value measurements to record adjustments to certain financial assets and liabilities on a recurring basis. The Company may be required to record certain assets at fair value on a nonrecurring basis in specific circumstances, such as evidence of impairment. Methodologies used to determine fair value might be highly subjective and judgmental in nature; therefore, valuations may not be precise. If the Company determines that a valuation technique change is necessary, the change is assumed to have occurred at the end of the respective reporting period. The following discussion describes the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments under the valuation hierarchy.

30

Assets and Liabilities Reported at Fair Value on a Recurring Basis

Available-for-Sale Debt Securities. Securities

Debt securities available for sale are reported at fair value on a recurring basis. The fair value of Level 1 securities is based on quoted market prices in active markets, if available. The Company also uses Level 1 inputs to value equity securities that are traded in active markets. If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are primarily derived from or corroborated by observable market data. Level 2 securities use fair value measurements from independent pricing services obtained by the Company. These fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and bond terms and conditions. The Company’s Level 2 securities include U.S. Agency and Treasury securities, single issue trust preferred securities, corporate securities, mortgage-backedmunicipal securities, and certain equity securities that are not actively traded.mortgage-backed securities. Securities are based on Level 3 inputs when there is limited activity or less transparency to the valuation inputs. In the absence of observable or corroborated market data, internally developed estimates that incorporate market-based assumptions are used when such information is available.

 

Fair value models may be required when trading activity has declined significantly or does not exist, prices are not current, or pricing variations are significant. For Level 3 securities, the Company obtains the cash flow of specific securities from third parties that use modeling software to determine cash flows based on market participant data and knowledge of the structures of each individual security. The fair values of Level 3 securities are determined by applying proper market observable discount rates to the cash flow derived from third-partythird-party models. Discount rates are developed by determining credit spreads above a benchmark rate, such as LIBOR, and adding premiums for illiquidity, which are based on a comparison of initial issuance spread to LIBOR versus a financial sector curve for recently issued debt to LIBOR. Securities with increased uncertainty about the receipt of cash flows are discounted at higher rates due to the addition of a deal specific credit premium based on assumptions about the performance of the underlying collateral. Finally, internal fair value model pricing and external pricing observations are combined by assigning weights to each pricing observation. Pricing is reviewed for reasonableness based on the direction of specific markets and the general economic indicators.

 

Equity Securities. Equity securities are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheets. The Company uses Level 1 inputs to value equity securities that are traded in active markets. Equity securities that are not actively traded are classified in Level 2.

Loans Held for Investment. Loans held for investment that are subject to a fair value hedge are reported at fair value using discounted future cash flows that apply current interest rates for loans with similar terms and borrower credit quality.derived from third-party models. Loans related todesignated in fair value hedges are recorded at fair value on a recurring basis.

 

Deferred Compensation Assets and Liabilities. Securities held for trading purposes are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheets. These securities include assets related to employee deferred compensation plans, which are generally invested in Level 1 equity securities. The liability associated with these deferred compensation plans is carried at the fair value of the obligation to the employee, which corresponds to the fair value of the invested assets.

 

Derivative Assets and Liabilities. Derivatives are recorded at fair value on a recurring basis. The Company obtains dealer quotes, Level 2 inputs, based on observable data to value derivatives.

 

The following tables summarize financial assets and liabilities recorded at fair value on a recurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

 

 

September 30, 2017

  

March 31, 2021

 
 

Total

  

Fair Value Measurements Using

  

Total

  

Fair Value Measurements Using

 

(Amounts in thousands)

 

Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Available-for-sale securities

                

U.S. Treasury securities

 $36,964  $-  $36,964  $- 

Available-for-sale debt securities

         

U.S. Agency securities

  1,275   -   1,275   -  $530  $0  $530  $0 

Municipal securities

  104,907   -   104,907   -  40,495  0  40,495  0 

Single issue trust preferred securities

  8,962   -   8,962   - 

Mortgage-backed Agency securities

  22,243   -   22,243   -   46,618   0   46,618   0 

Total available-for-sale debt securities

 87,643  0  87,643  0 

Equity securities

  73   55   18   -  55  0  55  0 

Total available-for-sale securities

  174,424   55   174,369   - 

Fair value loans

  5,758   -   5,758   -  14,265  0  0  14,265 

Deferred compensation assets

  3,330   3,330   -   -  4,634  4,634  0  0 

Deferred compensation liabilities

  3,330   3,330   -   -  4,634  4,634  0  0 

IRLCs

  -   -   -   - 

Derivative liabilities

  151   -   151   -  1,035  0  1,035  0 

 

 

December 31, 2016

  

December 31, 2020

 
 

Total

  

Fair Value Measurements Using

  

Total

  

Fair Value Measurements Using

 

(Amounts in thousands)

 

Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Available-for-sale securities

                

Available-for-sale debt securities

         

U.S. Agency securities

 $1,345  $-  $1,345  $-  $551  $0  $551  $0 

Municipal securities

  113,331   -   113,331   -  44,459  0  44,459  0 

Single issue trust preferred securities

  19,939   -   19,939   - 

Mortgage-backed Agency securities

  30,891   -   30,891   -   38,348   0   38,348   0 

Total available-for-sale debt securities

 83,358  0  83,358  0 

Equity securities

  73   55   18   -  55  0  55  0 

Total available-for-sale securities

  165,579   55   165,524   - 

Fair value loans

  4,701   -   4,701   -  17,831  0  0  17,831 

Deferred compensation assets

  3,224   3,224   -   -  4,181  4,181  0  0 

Deferred compensation liabilities

  3,224   3,224   -   -  4,181  4,181  0  0 

Derivative liabilities

  167   -   167   -  1,131 0 1,131 0 

 

No changes in valuation techniques or transfers into or out

31

Assets Measured at Fair Value on a Nonrecurring Basis

 

Impaired Loans. ImpairedPrior to the adoption of ASU 2016-13, impaired loans arewere recorded at fair value on a nonrecurring basis when repayment is expected solely from the sale of the loan’s collateral. Fair value is based on appraised value adjusted for customized discounting criteria, Level 3 inputs.

 

The Company maintains an active and robust problem credit identification system. The impairment review includes obtaining third-partythird-party collateral valuations to help management identify potential credit impairment and determine the amount of impairment to record. The Company’sCompany’s Special Assets staff manages and monitors all impaired loans. Internal collateral valuations are generally performed within two to four weeks of identifying the initial potential impairment. The internal valuation compares the original appraisal to current local real estate market conditions and considers experience and expected liquidation costs. The Company typically receives a third-partythird-party valuation within thirty to forty-five days of completing the internal valuation. When a third-partythird-party valuation is received, it is reviewed for reasonableness. Once the valuation is reviewed and accepted, discounts are applied to fair market value, based on, but not limited to, our historical liquidation experience for like collateral, resulting in an estimated net realizable value. The estimated net realizable value is compared to the outstanding loan balance to determine the appropriate amount of specific impairment reserve.

 

Specific reserves are generally recorded for impaired loans while third-party valuations are in process and for impaired loans that continue to make some form of payment. While waiting to receive the third-party appraisal, the Company regularly reviews the relationship to identify any potential adverse developments and begins the tasks necessary to gain control of the collateral and prepare it for liquidation, including, but not limited to, engagement of counsel, inspection of collateral, and continued communication with the borrower. Generally, the only difference between the current appraised value, less liquidation costs, and the carrying amount of the loan, less the specific reserve, is any downward adjustment to the appraised value that the Company deems appropriate, such as the costs to sell the property. Impaired loans that do not meet certain criteria and do not have a specific reserve have typically been written down through partial charge-offs to net realizable value. Based on prior experience, the Company rarely returns loans to performing status after they have been partially charged off. Credits identified as impaired move quickly through the process towards ultimate resolution, except in cases involving bankruptcy and various state judicial processes that may extend the time for ultimate resolution.

 

OREO. OREO is recorded at fair value on a nonrecurring basis using Level 3 inputs. The Company calculates the fair value of OREO from current or prior appraisals that have been adjusted for valuation declines, estimated selling costs, and other proprietary qualitative adjustments that are deemed necessary.

 

The following tables present assets measured at fair value on a nonrecurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

 

  

September 30, 2017

 
  

Total

  

Fair Value Measurements Using

 
  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

(Amounts in thousands)

                

Impaired loans, non-covered

 $6,757  $-  $-  $6,757 

OREO, non-covered

  2,293   -   -   2,293 

OREO, covered

  54   -   -   54 
  

March 31, 2021

 
  

Total

  

Fair Value Measurements Using

 
  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

(Amounts in thousands)

                
Collateral dependent assets with specific reserves $3,296  $0  $0  $3,296 

OREO

 $1,740  $0  $0  $1,740 

 

  

December 31, 2016

 
  

Total

  

Fair Value Measurements Using

 
  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

(Amounts in thousands)

                

Impaired loans, non-covered

 $4,078  $-  $-  $4,078 

OREO, non-covered

  5,109   -   -   5,109 

OREO, covered

  265   -   -   265 
  

December 31, 2020

 
  

Total

  

Fair Value Measurements Using

 
  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

(Amounts in thousands)

                

Impaired loans, Pre-ASU 2016-13

 $979  $0  $0  $979 

OREO

  2,083   0   0   2,083 

 

Quantitative Information about Level 3 Fair Value Measurements

 

The following table provides quantitative information for assets measured at fair value on a nonrecurring basis using Level 3 valuation inputs as of the dates indicated:

 

   

Valuation

 

Unobservable

 

Discount Range (Weighted Average)

 
   

Technique

 

Input

 

September 30, 2017

  

December 31, 2016

 
                    

Impaired loans, non-covered

Discounted appraisals(1)

 

Appraisal adjustments(2)

  2%to63%(18%)   3%to39%(17%) 

OREO, non-covered

Discounted appraisals(1)

 

Appraisal adjustments(2)

  10%to62%(28%)   0%to88%(30%) 

OREO, covered

Discounted appraisals(1)

 

Appraisal adjustments(2)

  0%to65%(56%)   0%to44%(40%) 

Valuation

Unobservable

(Weighted Average)

Technique

Input

March 31, 2021

        

(1)Collateral dependent assets with specific reserves

Discounted appraisals(1)

Appraisal adjustments(2)

0% to 53%(3%)

OREO

Discounted appraisals(1)

Appraisal adjustments(2)

0% to 77%(29%)


(1)

Fair value is generally based on appraisals of the underlying collateral.

(2)(2)

Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and proprietary qualitative adjustments.

 

32

Fair Value of Financial Instruments

 

The Company uses various methodologies and assumptions to estimate the fair value of certain financial instruments. A description of valuation methodologies used for instruments not previously discussed is as follows:

 

Cash and Cash Equivalents. Cash and cash equivalents are reportedfair value is estimated at their carrying amount, which is considered a reasonable estimate due to the short-term nature of these instruments.

Held-to-Maturity Securities. Securities held to maturity are reported at fair value using quoted market prices or dealer quotes.

FDIC Indemnification Asset. The FDIC indemnification asset is reported at fair value is estimated using discounted future cash flows that apply current discount rates.

 

Accrued Interest Receivable/Payable. Accrued interest receivable/payable fair value is reportedestimated at theirits carrying amount, which is considered a reasonable estimate due to the short-term nature of these instruments.

 

Deposits and Securities Sold Under Agreements to Repurchase. Deposits without a stated maturity, such as demand, interest-bearing demand, and savings, are reported at their carrying amount, the amount payable on demand as of the reporting date, which is considered a reasonable estimate of fair value. Deposits and repurchase agreements with fixed maturities and rates are reportedestimated at fair value using discounted future cash flows that apply interest rates available in the market for instruments with similar characteristics and maturities.

 

FHLB and Other Borrowings. FHLB and other borrowings are reportedestimated at fair value using discounted future cash flows that apply interest rates available to the Company for borrowings with similar characteristics and maturities. Trust preferred obligations are reported at fair value using current credit spreads in the market for similar issues.

 

Off-Balance Sheet Instruments. The Company believes that fair values of unfunded commitments to extend credit, standby letters of credit, and financial guarantees are not meaningful; therefore, off-balance sheet instruments are not addressed in the fair value disclosures. The Company believes it is not feasible or practical to accurately disclose the fair values of off-balance sheet instruments due to the uncertainty and difficulty in assessing the likelihood and timing of advancing available proceeds, the lack of an established market for these instruments, and the diversity in fee structures. For additional information about the unfunded, contractual value of off-balance sheet financial instruments, see Note 14,16, “Litigation, Commitments, and Contingencies,” to the Condensed Consolidated Financial Statements of this report.

 

The following tables present the carrying amounts and fair values of financial instruments, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

 

 

September 30, 2017

  

March 31, 2021

 
 

Carrying

      

Fair Value Measurements Using

  

Carrying

     

Fair Value Measurements Using

 

(Amounts in thousands)

 

Amount

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Amount

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets

                                   

Cash and cash equivalents

 $105,119  $105,119  $105,119  $-  $-  $628,745  $628,745  $628,745  $0  $0 

Securities available for sale

  174,424   174,424   55   174,369   - 

Securities held to maturity

  25,182   25,226   -   25,226   - 

Debt securities available for sale

 87,643  87,643  0  87,643  0 

Equity securities

 55  55  0  55  0 

Loans held for investment, net of allowance

  1,818,515   1,792,719   -   5,758   1,786,961  2,146,640  2,095,680  0  0  2,095,680 

FDIC indemnification asset

  7,465   4,548   -   -   4,548  946  394  0  0  394 

Interest receivable

  5,156   5,156   -   5,156   -  8,724  8,724  0  8,724  0 

Deferred compensation assets

  3,330   3,330   3,330   -   -  4,634  4,634  4,634  0  0 
                     

Liabilities

                                   

Demand deposits

  452,940   452,940   -   452,940   - 

Interest-bearing demand deposits

  393,244   393,244   -   393,244   - 

Savings deposits

  510,200   510,200   -   510,200   - 

Time deposits

  507,436   503,332   -   503,332   -  404,399  404,939  0  404,939  0 

Securities sold under agreements to repurchase

  83,783   84,315   -   84,315   -  1,519  1,519  0  1,519  0 

Interest payable

  1,085   1,085   -   1,085   -  414  414  0  414  0 

FHLB and other borrowings

  50,000   53,402   -   53,402   - 

Derivative financial liabilities

  151   151   -   151   -  1,035  1,035  0  1,035  0 

Deferred compensation liabilities

  3,330   3,330   3,330   -   -  4,634  4,634  4,634  0  0 

  

December 31, 2020

 
  

Carrying

      

Fair Value Measurements Using

 

(Amounts in thousands)

 

Amount

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets

                    

Cash and cash equivalents

 $456,561  $456,561  $456,561  $0  $0 

Debt securities available for sale

  83,358   83,358   0   83,358   0 

Equity securities

  55   55   0   55   0 

Loans held for sale

  0   0   0   0   0 

Loans held for investment, net of allowance

  2,160,450   2,126,221   0   0   2,126,221 

FDIC indemnification asset

  1,223   509   0   0   509 

Interest receivable

  9,052   9,052   0   9,052   0 

Deferred compensation assets

  4,181   4,181   4,181   0   0 
                     

Liabilities

                    

Time deposits

  420,619   423,120   0   423,120   0 

Securities sold under agreements to repurchase

  964   964   0   964   0 

Interest payable

  582   582   0   582   0 

Derivative liabilities

  4,181   4,181   4,181   0   0 

Deferred compensation liabilities

  1,131   1,131   0   1,131   0 

 

38
33

  

December 31, 2016

 
  

Carrying

      

Fair Value Measurements Using

 

(Amounts in thousands)

 

Amount

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets

                    

Cash and cash equivalents

 $76,307  $76,307  $76,307  $-  $- 

Securities available for sale

  165,579   165,579   55   165,524   - 

Securities held to maturity

  47,133   47,266   -   47,266   - 

Loans held for investment, net of allowance

  1,835,000   1,805,999   -   4,701   1,801,298 

FDIC indemnification asset

  12,173   8,112   -   -   8,112 

Interest receivable

  5,553   5,553   -   5,553   - 

Deferred compensation assets

  3,224   3,224   3,224   -   - 
                     

Liabilities

                    

Demand deposits

  427,705   427,705   -   427,705   - 

Interest-bearing demand deposits

  378,339   378,339   -   378,339   - 

Savings deposits

  523,260   523,260   -   523,260   - 

Time deposits

  512,034   507,917   -   507,917   - 

Securities sold under agreements to repurchase

  98,005   98,879   -   98,879   - 

Interest payable

  1,280   1,280   -   1,280   - 

FHLB and other borrowings

  80,708   83,551   -   83,551   - 

Derivative financial liabilities

  167   167   -   167   - 

Deferred compensation liabilities

  3,224   3,224   3,224   -   - 

Note 13. Earnings per Share

The following table presents the calculation of basic and diluted earnings per common share for the periods indicated:

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2017

  

2016

  

2017

  

2016

 

(Amounts in thousands, except share and per share data)

                

Net income

 $7,652  $6,383  $20,272  $18,722 

Dividends on preferred stock

  -   -   -   - 

Net income available to common shareholders

 $7,652  $6,383  $20,272  $18,722 
                 

Weighted average common shares outstanding, basic

  17,005,654   17,031,074   17,005,350   17,433,406 

Dilutive effect of potential common shares

                

Stock options

  49,739   38,746   50,140   31,856 

Restricted stock

  27,336   13,706   21,468   9,949 

Total dilutive effect of potential common shares

  77,075   52,452   71,608   41,805 

Weighted average common shares outstanding, diluted

  17,082,729   17,083,526   17,076,958   17,475,211 
                 

Basic earnings per common share

 $0.45  $0.37  $1.19  $1.07 

Diluted earnings per common share

  0.45   0.37   1.19   1.07 
                 

Antidilutive potential common shares

                

Stock options

  71,592   127,789   75,868   127,789 

Total potential antidilutive shares

  71,592   127,789   75,868   127,789 

Note 1414. Litigation, Commitments, and Contingencies

 

Litigation

 

In the normal course of business, the Company is a defendant in various legal actions and asserted claims. While the Company and its legal counsel are unable to assess the ultimate outcome of each of these matters with certainty, the Company believes the resolution of these actions, singly or in the aggregate, should not have a material adverse effect on its financial condition, results of operations, or cash flows.

 

Commitments and Contingencies

 

The Company is a party to financial instruments with off-balance 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 financial guarantees. These instruments involve, to varying degrees, elements of credit and interest rate risk beyond the amount recognized in the consolidated balance sheets. The contractual amounts of these instruments reflect the extent of involvement the Company has in particular classes of financial instruments. If the other party to a financial instrument does not perform, the Company’s credit loss exposure is the same as the contractual amount of the instrument. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balanceon balance sheet instruments.

 

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. Since many commitments are expected to expire without being drawn on, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of each customer on a case-by-case basis. Collateral may include accounts receivable, inventory, property, plant and equipment, and income producing commercial properties. The Company maintains a reserve for the risk inherent in unfunded lending commitments, which is included in other liabilities in the consolidated balance sheets.

 

Standby letters of credit and financial guarantees are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit to customers. The amount of collateral obtained, if deemed necessary, to secure the customer’scustomer’s performance under certain letters of credit is based on management’s credit evaluation of the customer.

 

The following table presents the off-balance sheet financial instruments as of the dates indicated:

 

  

September 30, 2017

  

December 31, 2016

  

March 31, 2021

  

December 31, 2020

 

(Amounts in thousands)

(Amounts in thousands)

              

Commitments to extend credit

Commitments to extend credit

 $245,978  $261,801  $234,828  $229,408 

Standby letters of credit and financial guarantees(1)

Standby letters of credit and financial guarantees(1)

  118,318   83,900   182,259   179,022 

Total off-balance sheet risk

Total off-balance sheet risk

  364,296   345,701  $417,087  $408,430 
          

Reserve for unfunded commitments

Reserve for unfunded commitments

 $66  $326  $465  $66 


(1)

(1) Includes FHLB letters of credit

 

40
34

 

ITEM 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” refer to First Community Bancshares, Inc. and its subsidiaries as a consolidated entity. Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our financial condition, changes in financial condition, and results of operations. MD&A contains forward-looking statements and should be read in conjunction with our consolidated financial statements, accompanying notes, and other financial information included in this report and our Annual Report on Form 10-K for the year ended December 31, 20162020 (the “2016“2020 Form 10-K”). Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” refer to First Community Bankshares, Inc. and its subsidiaries as a consolidated entity.

 

Executive Overview

 

First Community Bancshares,Bankshares, Inc. (the “Company”) is a financial holding company, headquartered in Bluefield, Virginia, that provides banking products and services through its wholly owned subsidiary First Community Bank (the “Bank”), a Virginia chartered bank institution. As of September 30, 2017,March 31, 2021, the Bank operated 4450 branches as First Community Bank in Virginia, West Virginia, and North Carolina and as People’s Community Bank, a DivisionTennessee. As of First Community Bank, in Tennessee.March 31, 2021, full-time equivalent employees, calculated using the number of hours worked, totaled 621. Our primary source of earnings is net interest income, the difference between interest earned on assets and interest paid on liabilities, which is supplemented by fees for services, commissions on sales, and various deposit service charges. We fund our lending and investing activities primarily through the retail deposit operations of our branch banking network and, to a lesser extent, retail and wholesale repurchase agreements and Federal Home Loan Bank (“FHLB”) borrowings.network. We invest our funds primarily in loans to retail and commercial customers and various investment securities. Our common stock is traded on the NASDAQ Global Select Market under the symbol, FCBC.

 

The Bank offers commercial and personal insurance services through its wholly owned subsidiary First Community Insurance Services (“FCIS”). Revenues are primarily derived from commissions paid by issuing companies on the sale of policies. As of September 30, 2017, FCIS operated 6 in-branch locations in Virginia and West Virginia. The Bank offers trust management, estate administration, and investment advisory services through its Trust Division and wholly owned subsidiary First Community Wealth Management Inc. (“FCWM”). The Trust Division manages inter vivos trusts and trusts under will, develops and administers employee benefit and individual retirement plans, and manages and settles estates. Fiduciary fees for these services are charged on a schedule related to the size, nature, and complexity of the account. Revenues consist primarily of investment advisory fees and commissions on assets under management and investment advisory fees.administration. As of September 30, 2017,March 31, 2021, the Trust Division and FCWM managed $936 millionand administered $1.23 billion in combined assets under various fee-based arrangements as fiduciary or agent.

 

Our acquisitionRecent Events: COVID-19

The outbreak of COVID-19 has significantly disrupted local, national, and divestitureglobal economies and has adversely impacted a broad range of industries in which the Company's customers operate and could impair their ability to fulfill their financial obligations to the Company.  The spread of the outbreak has caused significant disruptions in the U.S. economy and has disrupted banking and other financial activity in the areas in which the Company operates.  

Congress, the Executive Branch, and the Federal Reserve have taken several actions designed to cushion the economic fallout.  The goal of these actions has been to curb the economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors through programs like the Paycheck Protection Program (PPP).  In addition to the general impact of COVID-19, certain provisions of legislative and regulatory relief efforts have had a material impact on the Company's operations and could continue to impact operations going forward.

The PPP loan program was extended and amended through additional legislation during 2020. The Consolidated Appropriations Act of 2021 was adopted in December, 2020, to provide additional COVID-19 relief and among other measures, extended weekly unemployment benefits,  provided another round of economic stimulus payments to individuals and families, lengthened temporary suspensions and modifications of several bank-related provisions and provided more aid to small businesses. The 2021 Consolidated Appropriations Act reauthorized and appropriated up to $284.5 billion for the PPP for both first-time and second-time borrowers to receive loan disbursements for a period ending March 31, 2021, expanded the list of eligible PPP expenses and created a simplified loan forgiveness application for loans under $150 thousand. 

During the first quarter of 2021, President Biden signed a number of executive orders relating to stimulus and relief measures. These orders include, among other things, (i) an extension, through March 31, 2021, of the moratorium on evictions and foreclosures on federally-backed mortgages, (ii) an extension, through September 30, 2021, of the deferral of federal student loan payments and interest and (iii) an extension, through June 30, 2021, of certain mortgage forbearance programs and guidelines.

On March 11, 2021, the American Rescue Plan Act of 2021 (the “ARP Act”) was enacted, implementing a $1.9 trillion package of stimulus and relief proposals. Among other things, the ARP Act provides (i) additional funding for the PPP program and an expansion of the program for the benefit of certain nonprofits, (ii) funding for the Small Business Administration (“SBA”) to make targeted grants for restaurants and similar establishments, (iii) direct cash payments of up to $1,400 to individuals, subject to income provisions, (iv) an increase in the maximum annual Child Tax Credit, subject to income limitation provisions, (v) $300 a week in expanded unemployment insurance lasting through September 6, 2021 and makes $10,200 in unemployment benefits tax free for households, subject to income limitation provisions, (vi) tax relief making any student loan forgiveness incurred between December 31, 2020, and January 1, 2026, non-taxable income, and (vii) funding to support state and local governments; K-12 schools and higher education; the Centers for Disease Control; public transit; rental assistance; child care; and airline industry workers.

On March 27, 2021, the COVID-19 Bankruptcy Relief Extension Act of 2021 was enacted, extending the bankruptcy relief provisions enacted in the Coronavirus Aid, Relief and Economic Security (“CARES”) Act of 2020 bill until March 27, 2022. These provisions provide financially distressed small businesses and individuals greater access to bankruptcy relief.

On March 30, 2021, the PPP Extension Act of 2021 was enacted, extending the Paycheck Protection Program from its previous expiration date of March 31, 2021 to June 30, 2021. Beginning June 1, 2021, the SBA may only process applications submitted prior to that date, and it may not accept any new loan applications. We are continuing to monitor the potential development of additional legislation and further actions taken by the U.S. government.

Financial position and results of operations

In 2020, COVID-19 had a material impact on our allowance for credit losses.  While we did not experience any significant charge-offs related to COVID-19, our allowance calculation and resulting provision for credit losses were significantly impacted by governmental reactions and forced shutdowns.  On January 1, 2021, we adopted ASU 2016-13, ("CECL"), which had the effect of increasing our allowance for credit losses by $13.11 million. In the first quarter of 2021, the economic forecasts improved significantly, resulting in a reversal of provision for credit losses of $4.00 million.  However, should economic conditions or forecasts worsen, we could experience further increase in our required allowance for credit losses and record additional credit loss expense.  It is possible that our asset quality measures could worsen at future measurement periods if the effects of COVID-19 are prolonged.

The Company's fee income has been reduced due to COVID-19.  Consumer spending behavior has proven to be very conservative during the nine months ended September 30, 2017,pandemic resulting in a decrease in overdraft behavior that generates NSF and year endedother fee income.  Should the pandemic and the global response escalate further, it is possible that the Company could see further decreases in fees in future periods; however, at this time, the Company is unable to project the materiality of such an impact on the results of operations in future periods.

The Company's interest income could be reduced due to COVID-19.  In keeping with guidance from regulators, the Company continues to work with COVID-19 affected borrowers to defer their payments, interest, and fees.  While interest and fees continue to accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, the related loans would be placed on nonaccrual status and interest income and fees accrued would be reversed.  In such a scenario, interest income in future periods could be negatively impacted.  As of March 31, 2021, the Company carried $3.40 million of accrued income and fees on outstanding deferrals made to COVID-19 affected borrowers.  At this time, the Company is unable to project the materiality of such an impact on future deferrals to COVID-19 affected borrowers, but recognized the breadth of the economic impact may affect its borrowers' ability to repay in future periods.

Capital and liquidity

As of  March 31, 2021, the Company and Bank continued to meet all capital adequacy requirements and were classified as well-capitalized under the regulatory framework for prompt corrective action.  Management believes there have been no conditions or events that would change the Bank's classification.  Additionally, our capital ratios were in excess of the minimum standards under the Basel III capital rules on a fully phased-in basis, if such requirements were in effect, as of March 31, 2021.  While we believe that we have sufficient capital, our reported and regulatory capital ratios could be adversely impacted by loan losses and other negative trends initiated by the pandemic.  We rely on cash on hand as well as dividends from the Bank to pay dividends to our shareholders.  If our capital deteriorates such that the Bank is unable to pay dividends for an extended period of time, we may not be able to pay dividends to our shareholders.  

We maintain access to multiple sources of liquidity.  Wholesale funding markets remain open to us, however, short-term funding rates have been volatile throughout the pandemic.  If funding costs are elevated for an extended period of time, it could have an adverse effect on our net interest margin.  In addition, if an extended recession caused large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.

Asset Valuation
Currently, we do not expect COVID-19 to affect our ability to account timely for the assets on our balance sheet; however, this could change in future periods.  While certain valuation assumptions and judgements will change to account for pandemic-related circumstances such as widening credit spreads, we do not anticipate significant changes in methodology used to determine the fair value of assets measured in accordance with GAAP.
Our processes, controls and business continuity plan
The Company maintains an Enterprise Risk Management team to respond to, prepare, and execute responses to unforeseen circumstances, such as, natural disasters and pandemics.  Upon the pandemic declaration, the Company's Enterprise Risk Management team implemented its Board approved Business Continuity Plan.  The Company appointed an internal pandemic preparedness task force comprised of the Company's management to address both operational and financial risks posed by COVID-19.  Shortly after invoking the Plan, the Company deployed a successful remote working strategy, provided timely communication to team members and customers, implemented protocols for team member safety, and initiated strategies for monitoring and responding to local COVID-19 impacts - including customer relief efforts.  The Company's preparedness efforts, coupled with quick and decisive plan implementation, resulted in minimal impacts to operations.  At March 31, 2021, a significant portion of our backroom operations employees continue to work remotely with no disruption to our operations.  We have not incurred additional material cost related to our remote working strategy to date, nor do we anticipate incurring material cost in future periods.
As of March 31, 2021, we do not anticipate significant challenges to our ability to maintain our systems and controls in light of the measures we have taken to prevent the spread of COVID-19.  The Company does not currently face any material resource constraint through the implementation of our business continuity plans.
Lending operations and accommodations to borrowers
The CARES Act as amended included a provision allowing banks to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020, and the earlier of (i) December 31, 2016, included2021, or (ii) 60 days after the saleend of Greenpoint Insurance Agency Inc.the COVID-19 national emergency. The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. The Company elected to adopt this provision of the CARES Act. Through March 31, 2021, we have modified a total of 3,812 commercial and consumer loans totaling $466.59 million. Those modifications were generally short-term payment deferrals and are not considered TDRs based on October 1, 2016,the CARES Act. Our policy is to downgrade commercial loans modified for COVID-19 to special mention, which caused the significant increase in loans in that rating. Subsequent upgrade or downgrade will be on a case by case basis. The Company is upgrading these loans back to pass once the modification period has ended and timely contractual payments resume. Further downgrade would be based on a number of factors, including but not limited to additional modifications, payment performance and current underwriting. As of March 31, 2021, current COVID-19 loan deferrals stood at $17.48 million. It is possible that these deferrals could be extended further under the simultaneous saleCARES Act; as amended by the Consolidated Appropriations Act of six branches2021, signed into law on December 27, 2020, that extended the ability to provide necessary loan modifications to our customers and purchasenot consider these troubled debt restructurings. However, the volume of seven branches from First Bankthese future potential extensions is unknown. It is also possible that in spite of our best efforts to assist our borrowers and achieve full collection of our investment, these deferred loans could result in future charge-offs with additional credit loss expense charged to earnings; however, the amount of any future charge-offs on July 15, 2016.

deferred loans is unknown.

Critical Accounting Estimates

 

We prepare our consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and conform to general practices within the banking industry. Our financial position and results of operations may require management to make significant estimates and assumptions that have a material impact on our financial condition or operating performance. Due to the level of subjectivity and the susceptibility of such matters to change, actual results could differ significantly from management’s assumptions and estimates. Estimates, assumptions, and judgments, which are periodically evaluated, are based on historical experience and other factors, including expectations of future events believed reasonable under the circumstances. These estimates are generally necessary when assets and liabilities are required to be recorded at estimated fair value, when a decline in the value of an asset carried on the financial statements at fair value warrants an impairment write-down or a valuation reserve, or when an asset or liability needs recorded based on the probability of occurrence of a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices, when available, or third-party sources. When quoted prices or third-party information is not available, management estimates valuation adjustments primarily through the use of financial modeling techniques and appraisal estimates.

Allowance for Credit Losses or "ACL"

 ​

The ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. Management uses a systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded in the balance sheet reflects management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. See Note 1 – Basis of Presentation - Summary of Significant Accounting Policies in this Quarterly Report on Form 10-Q for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 5 — Allowance for Credit Losses in this Quarterly Report on Form 10-Q, “Provision for Loan Losses and Nonperforming Assets” in this MD&A. Periods prior to the January 1, 2021, adoption of ASU 2-16-13 follow prior accounting guidance for estimated loan losses and may not be comparable.

 

Our accounting policies are fundamental in understanding MD&A and the disclosures presented in Item 1, “Financial Statements,” of this report. Our accounting policies are described in detail in Note 1, “Basis of Presentation,” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021, and in Note 1, “Basis of Presentation and Significant Accounting Policies,” of the Notes to the Consolidated Financial Statements in Part II, Item 8 of our 20162020 Form 10-K and our10-K. Our critical accounting estimates are detailed in the “Critical Accounting Estimates” section in Part II, Item 7 of our 20162020 Form 10-K.

 

Performance Overview

 

Highlights of our results of operations for the three and nine months ended September 30, 2017,March 31, 2021, and financial condition as of September 30, 2017,March 31, 2021, include the following:

 

 

Net income available to common shareholders increased $1.27 million, or 19.88%, to $7.65 million and diluted earnings per share increased $0.08, or 21.62%, to $0.45 for the third quarter of 2017increased $6.73 million to $14.60 million compared to the same quarter of 2016.2020.  The large increase is primarily attributable to the reversal of $4.00 million in allowance for credit losses due to improved economic forecasts from those seen at year-end 2020.

 

Net interest marginOn January 26, 2021, the Board of Directors approved a new plan to repurchase, on the open market at prevailing prices, up to 2.4 million shares of the Company's common stock through January 26, 2024.  During the quarter, the Company repurchased 187,700 common shares for $4.99 million.

Diluted earnings per share increased 30 basis points$0.38 to 4.25%, and normalized net interest margin increased 23 basis points to 4.00% for the third quarter of 2017$0.82 compared to the same quarter of 2016.2020.

Return on average assets increased to 1.94% compared to 1.16% from the same quarter of 2020; return on average equity increased to 13.94% compared to 7.49% from the same quarter of 2020 as well.

Net charge-offs for the first quarter of 2021 were $725 thousand and the allowance for credit losses remains very strong at 1.61% of total loans.

 

The Company’s bookBook value per common share increased $0.81 to $20.76 compared to Decemberat March 31, 2016.

The Company significantly exceeds regulatory “well capitalized” targets as2021, was $24.22, an increase of September 30, 2017.$0.14 from year-end.

 

Results of Operations

 

Net Income

 

The following table presents the changes in net income and related information for the periods indicated:

 

 

Three Months Ended

  

Three Months Ended

  

Nine Months Ended

  

Nine Months Ended

  

Three Months Ended

 

(Amounts in thousands, except per

 

March 31,

 

Increase

   

share data)

 

2021

  

2020

  

(Decrease)

  

% Change

 
 

September 30,

  

Increase

  

 

  

September 30,

  

Increase

  

 

  

(Amounts in thousands, except

 

2017

  

2016

  

(Decrease)

  % Change  

2017

  

2016

  (Decrease)  % Change 

per share data)

                                

Net income

 $7,652  $6,383  $1,269   19.88% $20,272  $18,722  $1,550   8.28% $14,602  $7,872  $6,730  85.49%

Net income available to common shareholders

  7,652   6,383   1,269   19.88%  20,272   18,722   1,550   8.28%
                                 

Basic earnings per common share

  0.45   0.37   0.08   21.62%  1.19   1.07   0.12   11.21% 0.83  0.44  0.39  88.64%

Diluted earnings per common share

  0.45   0.37   0.08   21.62%  1.19   1.07   0.12   11.21% 0.82  0.44  0.38  86.36%
                                 

Return on average assets

  1.29%  1.03%  0.26%  25.24%  1.14%  1.01%  0.13%  12.87% 1.94% 1.16% 0.78% 67.24%

Return on average common equity

  8.61%  7.58%  1.03%  13.59%  7.80%  7.40%  0.40%  5.41% 13.94% 7.49% 6.45% 86.11%

 

Three-Month Comparison. Net income increased $6.73 million in the thirdfirst quarter of 20172021 largely due to a $7.50 million decrease in noninterest expense and increases in noninterest and net interest income. These changes were offset by increases in the provision for loancredit losses and income tax.

Nine-Month Comparison. Net income increasedas a result of recovering $4.00 million of credit loss provision to recognize the impact of significantly improving economic forecasts. Additional increases resulted from $1.89 million in residual merger expenses that were recognized in the first nine monthsquarter of 2017 due to a decrease in noninterest expense and an increase in net interest income.2020.  These changesincreases were offset by a decreasedecreases of $1.40 million in noninterestnet interest income, reflective of the current historic low rate environment; and increases$700 thousand in service charges on deposits reflective of conservative spending behavior of customers during the provision for loan losses and income tax.pandemic.

 

Net Interest Income

 

Net interest income, our largest contributor to earnings, is analyzed on a fully taxable equivalent (“FTE”) basis, a non-GAAP financial measure. For additional information, see “Non-GAAP Financial Measures” below.

The following tablestables present the consolidated average balance sheets and net interest analysis on a FTE basis for the dates indicated:

 

   

Three Months Ended September 30,

 
   

2017

  

2016

 
   

Average

      

Average Yield/

  

Average

      

Average Yield/

 

(Amounts in thousands)

 

Balance

  

Interest(1)

  

Rate(1)

  

Balance

  

Interest(1)

  

Rate(1)

 

Assets

                        

Earning assets

                        

Loans(2)

 $1,843,612  $22,765   4.90% $1,820,899  $21,974   4.80%

Securities available for sale

  157,038   1,373   3.47%  266,162   1,941   2.90%

Securities held to maturity

  25,199   106   1.67%  72,210   189   1.04%

Interest-bearing deposits

  73,802   275   1.48%  19,025   26   0.54%

Total earning assets

  2,099,651   24,519   4.63%  2,178,296   24,130   4.41%

Other assets

  258,763           282,310         

Total assets

 $2,358,414          $2,460,606         
                          

Liabilities and stockholders' equity

                        

Interest-bearing deposits

                        

Demand deposits

 $384,594  $89   0.09% $337,893  $60   0.07%

Savings deposits

  518,355   43   0.03%  523,503   62   0.05%

Time deposits

  509,251   1,143   0.89%  529,344   1,011   0.76%

Total interest-bearing deposits

  1,412,200   1,275   0.36%  1,390,740   1,133   0.32%

Borrowings

                        

Federal funds purchased

  -   -   -   3,696   6   0.65%

Retail repurchase agreements

  58,194   10   0.07%  64,385   12   0.07%

Wholesale repurchase agreements

  25,000   203   3.22%  50,000   473   3.76%

FHLB advances and other borrowings

  50,000   511   4.05%  133,838   876   2.60%

Total borrowings

  133,194   724   2.16%  251,919   1,367   2.16%

Total interest-bearing liabilities

  1,545,394   1,999   0.51%  1,642,659   2,500   0.61%

Noninterest-bearing demand deposits

  440,227           462,588         

Other liabilities

  20,101           20,462         

Total liabilities

  2,005,722           2,125,709         

Stockholders' equity

  352,692           334,897         

Total liabilities and stockholders' equity

 $2,358,414          $2,460,606         

Net interest income, FTE

     $22,520          $21,630     

Net interest rate spread

          4.12%          3.80%

Net interest margin

          4.25%          3.95%

AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS (Unaudited)

  

Three Months Ended March 31,

 
  

2021

  

2020

 
  

Average

      

Average Yield/

  

Average

      

Average Yield/

 

(Amounts in thousands)

 

Balance

  

Interest(1)

  

Rate(1)

  

Balance

  

Interest(1)

  

Rate(1)

 

Assets

                        

Earning assets

                        

Loans(2)(3)

 $2,165,054  $26,582   4.98% $2,081,132  $28,105   5.43%

Securities available for sale

  83,634   573   2.78%  136,109   1,060   3.13%

Interest-bearing deposits

  468,067   118   0.10%  163,483   535   1.31%

Total earning assets

  2,716,755   27,273   4.07%  2,380,724   29,700   5.02%

Other assets

  331,483           353,647         

Total assets

 $3,048,238          $2,734,371         
                         

Liabilities and stockholders' equity

                        

Interest-bearing deposits

                        

Demand deposits

 $613,003  $39   0.03% $502,603  $90   0.07%

Savings deposits

  778,430   91   0.05%  679,656   414   0.24%

Time deposits

  412,986   739   0.73%  485,085   1,322   1.10%

Total interest-bearing deposits

  1,804,419   869   0.19%  1,667,344   1,826   0.44%

Borrowings

                        

Retail repurchase agreements

  1,234   -   N/M   1,459   2   0.59%
FHLB advances and other borrowings  -   -       134   1   N/M 

Total borrowings

  1,234   -   N/M   1,593   3   1.70%

Total interest-bearing liabilities

  1,805,653   869   0.19%  1,668,937   1,829   0.44%

Noninterest-bearing demand deposits

  777,876           600,636         

Other liabilities

  39,926           42,174         

Total liabilities

  2,623,455           2,311,747         

Stockholders' equity

  424,783           422,624         

Total liabilities and stockholders' equity

 $3,048,238          $2,734,371         

Net interest income, FTE(1)

     $26,404          $27,871     

Net interest rate spread

          3.88%          4.58%

Net interest margin, FTE(1)

          3.94%          4.71%


(1)

Fully taxable equivalent ("FTE")Interest income and average yield/rate are presented on a FTE, non-GAAP, basis based onusing the federal statutory income tax rate of 35%21%.

(2)

Nonaccrual loans are included in the average balances;balance; however, no related interest income is recorded during the period of nonaccrual.

(3)

Interest on loans includes non-cash and accelerated purchase accounting accretion of $1.19 million and $1.95 million for the three months ended March 31, 2021 and 2020, respectively.

 

43
38

   

Nine Months Ended September 30,

 
   

2017

  

2016

 
   

Average

      

Average Yield/

  

Average

      

Average Yield/

 

(Amounts in thousands)

 

Balance

  

Interest(1)

  

Rate(1)

  

Balance

  

Interest(1)

  

Rate(1)

 

Assets

                        

Earning assets

                        

Loans(2)

 $1,841,981  $67,645   4.91% $1,775,744  $65,836   4.95%

Securities available for sale

  162,198   4,312   3.55%  318,891   6,403   2.68%

Securities held to maturity

  35,578   382   1.44%  72,350   575   1.06%

Interest-bearing deposits

  66,069   655   1.33%  13,288   55   0.55%

Total earning assets

  2,105,826   72,994   4.63%  2,180,273   72,869   4.47%

Other assets

  264,333           287,784         

Total assets

 $2,370,159          $2,468,057         
                         

Liabilities and stockholders' equity

                        

Interest-bearing deposits

                        

Demand deposits

 $384,265  $301   0.10% $339,920  $177   0.07%

Savings deposits

  523,219   114   0.03%  533,799   191   0.05%

Time deposits

  513,072   3,259   0.85%  527,056   2,966   0.75%

Total interest-bearing deposits

  1,420,556   3,674   0.35%  1,400,775   3,334   0.32%

Borrowings

                        

Federal funds purchased

  2   -   0.00%  5,393   26   0.64%

Retail repurchase agreements

  61,951   31   0.07%  69,347   37   0.07%

Wholesale repurchase agreements

  25,000   602   3.22%  50,000   1,410   3.77%

FHLB advances and other borrowings

  57,357   1,754   4.09%  124,803   2,578   2.76%

Total borrowings

  144,310   2,387   2.21%  249,543   4,051   2.17%

Total interest-bearing liabilities

  1,564,866   6,061   0.52%  1,650,318   7,385   0.60%

Noninterest-bearing demand deposits

  435,825           457,250         

Other liabilities

  21,905           22,581         

Total liabilities

  2,022,596           2,130,149         

Stockholders' equity

  347,563           337,908         

Total liabilities and stockholders' equity

 $2,370,159          $2,468,057         

Net interest income, FTE

     $66,933          $65,484     

Net interest rate spread

          4.11%          3.87%

Net interest margin

          4.25%          4.01%

(1)

Fully taxable equivalent ("FTE") basis based on the federal statutory rate of 35%

(2)

Nonaccrual loans are included in average balances; however, no related interest income is recorded during the period of nonaccrual.

 

The following table presents the impact to net interest income on a FTE basis due to changes in volume (average(change in average volume times the prior year’syear’s average rate), rate (average rate times the prior year’s average volume), and rate/volume (average volume times the change in average rate), for the periods indicated:

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

 
 

September 30, 2017 Compared to 2016

  

September 30, 2017 Compared to 2016

  

March 31, 2021 Compared to 2020

 
 

Dollar Increase (Decrease) due to

  

Dollar Increase (Decrease) due to

  

Dollar Increase (Decrease) due to

 
         

Rate/

              

Rate/

            

Rate/

   

(Amounts in thousands)

 

Volume

  

Rate

  

Volume

  

Total

  

Volume

  

Rate

  

Volume

  

Total

  

Volume

  

Rate

  

Volume

  

Total

 

Interest earned on(1)

                                 

Loans(2)

 $816  $1,336  $(1,361) $791  $2,456  $(563) $(84) $1,809  $1,124  $(2,321) $(326) $(1,523)

Securities available-for-sale

  (2,368)  1,130   670   (568)  (3,146)  2,081   (1,026)  (2,091) (405) (119) 37  (487)

Securities held-to-maturity

  (366)  339   (56)  (83)  (292)  202   (103)  (193)

Interest-bearing deposits with other banks

  223   133   (107)  249   218   77   305   600   989   (489)  (917)  (417)

Total interest earning assets

  (1,695)  2,938   (854)  389   (764)  1,797   (908)  125  1,708  (2,929) (1,206) (2,427)
                                 

Interest paid on(1)

                                

Interest paid on

 

Demand deposits

  25   53   (49)  29   23   89   12   124  20  (57) (14) (51)

Savings deposits

  (2)  (56)  39   (19)  (4)  (75)  2   (77) 60  (331) (52) (323)

Time deposits

  (114)  517   (271)  132   (79)  385   (13)  293  (195) (443) 55  (583)

Federal funds purchased

  (18)  (18)  30   (6)  (26)  -   -   (26)

Retail repurchase agreements

  (3)  (3)  4   (2)  (4)  (2)  -   (6) -  (2) -  (2)

Wholesale repurchase agreements

  (704)  (203)  637   (270)  (705)  (205)  102   (808)

FHLB advances and other borrowings

  (1,633)  1,452   (184)  (365)  (1,393)  1,241   (672)  (824)  -   -   (1)  (1)

Total interest-bearing liabilities

  (2,449)  1,742   206   (501)  (2,188)  1,433   (569)  (1,324) (115) (833) (12) (960)
                                 

Change in net interest income(1)

 $754  $1,196  $(1,060) $890  $1,424  $364  $(339) $1,449  $1,823  $(2,096) $(1,194) $(1,467)


(1)

FTE basis based on the federal statutory rate of 35%

(2)

Nonaccrual loans are included in average balances; however, no related interest income is recorded during the period of nonaccrual.

The following tables present the net interest analysis on a FTE basis excluding the impact of non-cash purchase accounting accretion from acquired loan portfolios for the periods indicated:

  

Three Months Ended September 30,

 
  

2017

  

2016

 

(Amounts in thousands)

 

Interest(1)

  

Average Yield/

Rate(1)

  

Interest(1)

  

Average Yield/

Rate(1)

 

Earning assets

                

Loans(2)

 $22,765   4.90% $21,974   4.80%

Accretion income

  1,925       1,683     

Less: cash accretion income

  548       699     

Non-cash accretion income

  1,377       984     

Loans, normalized(3)

  21,388   4.60%  20,990   4.59%

Other earning assets

  1,754   2.72%  2,156   2.40%

Total earning assets

  23,142   4.37%  23,146   4.23%

Total interest-bearing liabilities

  1,999   0.51%  2,500   0.61%

Net interest income, FTE(3)

 $21,143      $20,646     

Net interest rate spread, normalized(3)

      3.86%      3.62%

Net interest margin, normalized(3)

      4.00%      3.77%

(1)

FTE basis based on the federal statutory rate of 35%

(2)

Nonaccrual loans are included in average balances; however, no related interest income is recorded during the period of nonaccrual.21%. 

(3)

Normalized totals are non-GAAP financial measures that exclude non-cash loan interest accretion related to PCI loans.

  

Nine Months Ended September 30,

 
  

2017

  

2016

 

(Amounts in thousands)

 

Interest(1)

  

Average Yield/

Rate(1)

  

Interest(1)

  

Average Yield/

Rate(1)

 

Earning assets

                

Loans(2)

 $67,645   4.91% $65,836   4.95%

Accretion income

  6,243       6,183     

Less: cash accretion income

  1,986       2,290     

Non-cash accretion income

  4,257       3,893     

Loans, normalized(3)

  63,388   4.60%  61,943   4.66%

Other earning assets

  5,349   2.71%  7,033   2.32%

Total earning assets

  68,737   4.36%  68,976   4.23%

Total interest-bearing liabilities

  6,061   0.52%  7,385   0.60%

Net interest income, FTE(3)

 $62,676      $61,591     

Net interest rate spread, normalized(3)

      3.84%      3.63%

Net interest margin, normalized(3)

      3.98%      3.77%

(1)

FTE basis based on the federal statutory rate of 35%

(2)

Nonaccrual loans are included in average balances; however, no related interest income is recorded during the period of nonaccrual.

(3)

Normalized totals are non-GAAP financial measures that exclude non-cash loan interest accretion related to PCI loans.

 

Three-Month Comparison. Net interest income comprised 75.55% of total net interest and noninterest income in the third quarter of 2017 compared to 78.18% in the same quarter of 2016. Net interest income on a GAAP basis increased $929 thousand, or 4.40%, and net interest income on a FTE basis increased $890 thousand, or 4.11%. Normalized net interest income on a FTE basis is a non-GAAP measure that excludes non-cash loan accretion income related to PCI loans. For additional information, see “Non-GAAP Financial Measures” below. Normalized net interest margin increased 23 basis points compared to an increase of 30 basis points on a FTE basis. Normalized net interest spread increased 24 basis points compared to an increase of 32 basis points on a FTE basis.

Average earning assets decreased $78.65 million, or 3.61%, primarily due to a decrease in investment securities offset by loan growth and an increase in interest-bearing deposits. The normalized yield on earning assets increased 14 basis points compared to an increase of 22 basis points on a GAAP basis. Average loans increased $22.71 million, or 1.25%, and the average loan to deposit ratio increased to 99.52% from 98.25%. The normalized yield on loans increased 1 basis point compared to an increase of 10 basis points on a GAAP basis. Non-cash accretion income increased $393 thousand, or 39.94%.

Average interest-bearing liabilities, which consist of interest-bearing deposits and borrowings, decreased $97.27 million, or 5.92%, primarily due to a decline in average borrowings. The yield on interest-bearing liabilities decreased 10 basis points, largely driven by a decrease in the average balance of borrowings. Average borrowings decreased $118.73 million, or 47.13%, largely due to an $83.84 million, or 62.64%, decrease in average FHLB advances and other borrowings, a $25.00 million, or 50.00%, decrease in average wholesale repurchase agreements, a $6.19 million, or 9.62%, decrease in average retail repurchase agreements, and a $3.70 million decrease in average federal funds purchased. Average interest-bearing deposits increased $21.46 million, or 1.54%, which was driven by a $46.70 million, or 13.82%, increase in average interest-bearing demand deposits offset by a $20.09 million, or 3.80%, decrease in average time deposits, and a $5.15 million, or 0.98%, decrease in average savings deposits, which include money market and savings accounts.

Nine-Month Comparison. Net interest income comprised 78.16%77.64% of total net interest and noninterest income in the first nine monthsquarter of 20172021 compared to 75.42%78.57% in the same periodquarter of 2016.2020. Net interest income on a GAAP basis increased $1.56decreased $1.40 million, or 2.44%5.06%, andcompared to a decrease of $1.47 million, or 5.26%, on a FTE basis. The net interest incomemargin on a FTE basis increased $1.45 million, or 2.21%. Normalizeddecreased 77 basis points and the net interest spread on a FTE basis decreased 70 basis points. The decrease in the net interest margin increased 21 basis points compared to an increase of 24 basis points on a FTE basis. Normalizedand the net interest spread increased 21 basis points comparedare primarily attributable to an increase of 24 basis points on a FTE basis.the current historically low interest rate environment.

 

Average earning assets decreased $74.45increased $336.03 million, or 3.41%14.11%, primarily due to a decreasean increase in investment offset by loan growthinterest-bearing deposits and an increase in average loans. Average interest-bearing deposits.deposits increased $304.58 million or $186.31%.  This increase is primarily due to unprecedented levels of federal government stimulus during the pandemic.  Average loans increased $83.92 million, or 4.03%.  These increases were offset by a decrease in securities available-for-sale of $52.48 million, or 38.55%.  The normalizeddecrease was primarily attributable to the sale of the Highlands portfolio in the first quarter of 2020.  The yield on earning assets increased 13decreased 95 basis points comparedor 18.92%, primarily due to an increase of 16 basis points on a GAAP basis. Average loans increased $66.24 million, or 3.73%, and the historically low rate environment. The average loan to deposit ratio increaseddecreased to 99.22%83.84% from 95.57%. The normalized yield on loans decreased 6 basis points compared to a decrease91.76% in the same quarter of 4 basis points on a GAAP basis.2020. Non-cash accretion income increased $364decreased $767 thousand, or 9.35%, as the effect of accretion income continued to decline from acquired portfolio attrition.39.25%.

 

Average interest-bearing liabilities, which consist of interest-bearing deposits and borrowings, decreased $85.45increased $136.72 million, or 5.18%8.19%, primarily due to a declinean increase in average borrowings.interest-bearing deposits. The yield on interest-bearing liabilities decreased 825 basis points, largely driven by a decrease in the average balance of borrowings. Average borrowings decreased $105.23 million, or 42.17%, largely due to a $67.45 million, or 54.04%, decrease in average FHLB advances and other borrowings, a $25.00 million, or 50.00%, decrease in average wholesale repurchase agreements, a $7.40 million, or 10.67%, decrease in average retail repurchase agreements, and a $5.39 million, or 99.96%, decrease in average federal funds purchased.points. Average interest-bearing deposits increased $19.78$137.08 million, or 1.41%8.22%, which was driven by a $44.35unprecedented levels of federal government stimulus during the pandemic.  Interest-bearing demand deposits increased $110.40 million, or 13.05%21.97%increase in average interest-bearing demandand savings deposits increased $98.77 million, or 14.53%.  These increases were offset by a $13.98decrease in time deposits of $72.10 million, or 2.65%, decrease in average time deposits, and a $10.58 million, or 1.98%, decrease in average savings deposits, which include money market and savings accounts.14.86%.

 

Provision for LoanCredit Losses

 

Three-Month Comparison. The provision charged to operations increased $1.88decreased $7.50 million, to $730 thousandor 214.31%, in the thirdfirst quarter of 20172021 compared to a recovery of $1.15 million in the same quarter of 2016, which was attributed to the reversal of $1.35 million in loan loss provisions related to loans divested2020. The decrease in the First Bank transaction during the third quarter of 2016.provision was primarily due to significantly improved economic forecasts. For additional information, see “Allowance for Loan Losses” in the “Financial Condition” section below.

 

Nine-Month Comparison. The provision charged to operations increased $1.40 million to $2.16 million in the first nine months of 2017 compared to the same period of 2016, which was attributed to the reversal of $1.35 million in loan loss provisions related to loans divested in the First Bank transaction during the third quarter of 2016.

Noninterest Income

 

The following table presents the components of, and changes in, noninterest income for the periods indicated:

 

 

Three Months Ended

  

Three Months Ended

  

Nine Months Ended

  

Nine Months Ended

  

Three Months Ended

      
 

September 30,

  

Increase

      

September 30,

  

Increase

      

March 31,

  

Increase

  

%

 
 

2017

  

2016

  (Decrease)  % Change  

2017

  

2016

  (Decrease)  % Change  

2021

  

2020

  

(Decrease)

  

Change

 

(Amounts in thousands)

                                        

Wealth management

 $758  $653  $105   16.08% $2,339  $2,147  $192   8.94% $881  $844  $37  4.38%

Service charges on deposits

  3,605   3,494   111   3.18%  10,078   10,146   (68)  -0.67% 3,031  3,731  (700) -18.76%

Other service charges and fees

  2,141   2,024   117   5.78%  6,387   6,088  ��299   4.91% 3,022  2,231  791  35.45%

Insurance commissions

  306   1,592   (1,286)  -80.78%  1,004   5,383   (4,379)  -81.35%

Net impairment losses recognized in earnings

  -   (4,635)  4,635   -100.00%  -   (4,646)  4,646   -100.00%

Net loss on sale of securities

  -   25   (25)  -100.00%  (657)  (53)  (604)  1139.62%

Net gain on sale of securities

 -  385  (385) -100.00%

Net FDIC indemnification asset amortization

  (268)  (1,369)  1,101   -80.42%  (3,186)  (3,856)  670   -17.38% (280) (486) 206  -42.39%

Net gain on divestiture

  -   3,065   (3,065)  -100.00%  -   3,065   (3,065)  -100.00%

Other operating income

  593   1,046   (453)  -43.31%  2,336   2,554   (218)  -8.54%  915   844   71  8.41%

Total noninterest income

 $7,135  $5,895  $1,240   21.03% $18,301  $20,828  $(2,527)  -12.13% $7,569  $7,549  $20  0.26%

 

Three-Month Comparison. Noninterest income comprised 24.45% of total net interest and noninterest income in the third quarter of 2017 compared to 21.82% in the same quarter of 2016. Noninterest income increased $1.24 million, or 21.03%, primarily due to net impairment losses recognized in the third quarter of 2016 and the decrease in net negative amortization related to the FDIC indemnification asset as loss share coverage expired June 30, 2017, for commercial loans. See Note 2, “Investment Securities,” to the Condensed Consolidated Financial Statements in Item 1 of this report. These changes were offset by a decrease in insurance commissions resulting from the Greenpoint divestiture in the fourth quarter of 2016 and a net gain on the divestiture of six bank branches to First Bank in the third quarter of 2016. Excluding the impact from impairment losses, sales of securities and branches, net FDIC indemnification asset amortization, and net gain on divestiture, noninterest income decreased $1.33 million, or 15.22%, to $7.40 million in the third quarter of 2017, from $8.73 million in the same quarter of 2016. The decrease was due primarily to a $1.29 million decrease in insurance commissions resulting from the Greenpoint divestiture.

Nine-Month Comparison. Noninterest income comprised 21.84%22.36% of total net interest and noninterest income in the first nine monthsquarter of 20172021 compared to 24.58%21.43% in the same periodquarter of 2016.2020. Noninterest income decreased $2.53 million,increased $20 thousand, or 12.13%,0.26%. The increase was primarily due to a decreasean increase in insurance commissions resulting from the Greenpoint divestiturenet interchange income of $822 thousand included in the fourth quarter of 2016other service charges and fees and a net gain on the divestiture of six bank branches to First Bankreduction in the third quarter of 2016 offset by net impairment losses recognized in the third quarter of 2016. See Note 2, “Investment Securities,” to the Condensed Consolidated Financial Statements in Item 1 of this report. Net negative amortization related to the FDIC indemnification asset decreased due to additional reserve provisions as loss share coverage expired June 30, 2017, for commercial loans. Excluding the impact from impairment losses, sales of securities and branches, net FDIC indemnification asset amortization netof $206 thousand.  These increases were offset by a decrease in service charges on deposits of $700 thousand resulting from pandemic shutdowns throughout 2020 and the first quarter of 2021 and a gain on divestiture, and bank owned life insurance proceeds, noninterest income decreased $4.19 million, or 16.20%, to $21.69 millionthe sale of securities of $385 thousand in the first nine monthsquarter of 2017, from $25.88 million in the same period of 2016. The decrease was due primarily to a $4.38 million decrease in insurance commissions resulting from the Greenpoint divestiture.
2020.

 

 

Noninterest Expense

 

The following table presents the components of, and changes in, noninterest expense for the periods indicated:

 

         
 

Three Months Ended

  

Three Months Ended

  

Nine Months Ended

  

Nine Months Ended

  

Three Months Ended

      
 

September 30,

  

Increase

      

September 30,

  

Increase

  

%

  

March 31,

  

Increase

  

%

 
 

2017

  

2016

  (Decrease)  % Change  

2017

  

2016

  (Decrease)  

Change

  

2021

  

2020

  

(Decrease)

  

Change

 

(Amounts in thousands)

                                        

Salaries and employee benefits

 $9,137  $9,828  $(691)  -7.03% $27,178  $30,501  $(3,323)  -10.89% $10,884  $11,386  $(502) -4.41%

Occupancy expense

  1,082   1,249   (167)  -13.37%  3,671   4,139   (468)  -11.31% 1,275  1,315  (40) -3.04%

Furniture and equipment expense

  1,133   1,066   67   6.29%  3,311   3,271   40   1.22% 1,367  1,384  (17) -1.23%

Service fees

 1,335  1,523  (188) -12.34%

Advertising and public relations

 335  512  (177) -34.57%

Professional fees

 466  233  233  100.00%

Amortization of intangibles

  266   316   (50)  -15.82%  790   871   (81)  -9.30% 357  361  (4) -1.11%

FDIC premiums and assessments

  227   363   (136)  -37.47%  698   1,109   (411)  -37.06% 199  -  199  N/M 

Merger, acquisition, and divestiture expense

  -   226   (226)  -100.00%  -   675   (675)  -100.00%

Merger expense

 -  1,893  (1,893) -100.00%

Other operating expense

  5,064   5,509   (445)  -8.08%  15,802   15,527   275   1.77%  2,602   3,057   (455) -14.88%

Total noninterest expense

 $16,909  $18,557  $(1,648)  -8.88% $51,450  $56,093  $(4,643)  -8.28% $18,820  $21,664  $(2,844) -13.13%

 

Three-Month Comparison. Noninterest expense decreased $1.65$2.84 million, or 8.88%13.13%, in the thirdfirst quarter of 20172021 compared to the same quarter of 2016, which2020. The decrease was largely due to a decrease$1.89 million in residual merger expenses recognized in the first quarter of 2020.  In addition, salaries and employee benefits. Salaries and employee benefits decreased as full-time equivalent employees, calculated using the number of hours worked, decreased to 569 as of September 30, 2017, from 624 as of September 30, 2016,$502 thousand, or 4.41%, primarily due to the First Bank and Greenpoint transactions that occurred during the second half of 2016. We incurred expenses totaling $226 thousand related to the branch exchange with First Bank during the third quarter of 2016. Occupancy, furniture, and equipment expense decreased $100 thousand, or 4.32%, due to branch closures and divestitures that occurred during the prior year.closures.  Other operating expense included a $421decreased $455 thousand, increaseor 14.88% and was primarily driven by decreases in legal fees, a $146 thousand increase in property writedowns, and a $369 thousand increase in the net loss on sales and expenses related to other real estate owned (“OREO”) to $647 thousand from $278 thousand in the third quarter of 2016. These increases were offset by decreases in office supplies expense, other service fees, nonemployee compensation, and consulting fees.credit impaired loans.

 

Nine-MonthI Comparison. Noninterest expense decreased $4.64 million, or 8.28%, in the first nine months of 2017 compared to the same period of 2016, which was largely due to a decrease in salaries and employee benefits. Salaries and employee benefits decreased primarily due to the First Bank and Greenpoint transactions that occurred during the second half of 2016. We incurred expenses totaling $675 thousand related to the First Bank branch exchange during the first nine months of 2016. Occupancy, furniture, and equipment expense decreased $428 thousand, or 5.78%, due to branch closures and divestitures that occurred during the prior year. Other operating expense included a $467 thousand increase in legal fees which were offset by a $48 thousand decrease in the net loss on sales and expenses related to OREO to $1.19 million from $1.24 million in the first nine months of 2016.

Incomencome Tax Expense

 

The Company’s effective tax rate, income tax as a percent of pre-tax income, may vary significantly from the statutory rate due to permanent differences and available tax credits. Permanent differences are income and expense items excluded by law in the calculation of taxable income. The Company’s most significant permanent differences generally include interest income on municipal securities and increases in the cash surrender value of life insurance policies.

Three-Month Comparison. The Company’s effective tax rate, income tax as a percent of pre-tax income, may vary significantly from the statutory rate due to permanent differences and available tax credits. Permanent differences are income and expense items excluded by law in the calculation of taxable income. The Company’s most significant permanent differences generally include interest income on municipal securities and increases in the cash surrender value of life insurance policies. Income tax expense increased $664 thousand, or 20.56%, and the effective tax rate increased 13 basis points to 33.73% in the third quarter of 2017 compared to the same quarter of 2016. The increase in the effective tax rate was largely due to a decrease in tax-exempt revenue.

Nine-Month Comparison. Income tax expense increased $727 thousand,$2.24 million, or 7.92%101.82%, andprimarily due to the increase in pre-tax earnings. The effective tax rate decreased 7 basis pointsincreased to 32.83%23.28% in the first nine monthsquarter of 2017 compared to2021 from 21.80% in the same periodquarter of 2016. The decrease in the effective tax rate was largely due to an increase in tax-exempt revenue.2020.

 

Non-GAAP Financial Measures 

 

In addition to financial statements prepared in accordance with GAAP, we use certain non-GAAP financial measures that management believes provide investors with important information useful in understanding our operational performance and comparing our financial measures with other financial institutions. The non-GAAP financial measuresmeasure presented in this report include net interest income on a FTE basis and normalizedincludes net interest income on a FTE basis. While we believe these non-GAAP financial measures enhance understanding of our business and performance, they are supplemental and not a substitute for, or more important than, financial measures prepared on a GAAP basis. Our non-GAAP financial measures may not be comparable to those reported by other financial institutions. The reconciliations of these measures to GAAP measures are presented below.

We believe FTE basis is the preferred industry measurement of net interest income and provides better comparability between taxable and tax exempt amounts. We use this non-GAAP financial measure to monitor net interest income performance and to manage the composition of our balance sheet. The FTE basis adjusts for the tax benefits of income from certain tax exempt loans and investments using the federal statutory rate of 35%21%. Normalized net interest incomeWhile we believe certain non-GAAP financial measures enhance understanding of our business and performance, they are supplemental and not a substitute for, or more important than, financial measures prepared on a FTE basis is aGAAP basis. Our non-GAAP measure that excludes non-cash loan accretion income relatedfinancial measures may not be comparable to PCI loans.those reported by other financial institutions. The reconciliations of non-GAAP to GAAP measures are presented below.

 

The following table reconciles net interest income and margin, as presented in our consolidated statements of income, to net interest income on a FTE basis for the periods indicated:

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 

(Amounts in thousands)

                

Net interest income, GAAP

 $22,050  $21,121  $65,485  $63,923 

FTE adjustment(1)

  470   509   1,448   1,561 

Net interest income, FTE

  22,520   21,630   66,933   65,484 

Less: non-cash accretion income(2)

  1,377   984   4,257   3,893 

Net interest income, normalized

 $21,143  $20,646  $62,676  $61,591 
                 

Net interest margin, GAAP

  4.17%  3.85%  4.15%  3.91%

FTE adjustment(1)

  0.08%  0.08%  0.10%  0.09%

Net interest margin, FTE

  4.25%  3.95%  4.25%  4.01%

Less: non-cash accretion income(2)

  0.25%  0.18%  0.27%  0.24%

Net interest margin, normalized

  4.00%  3.77%  3.98%  3.77%

  

Three Months Ended March 31,

 
  

2021

  

2020

 

(Amounts in thousands)

        

Net interest income, GAAP

 $26,282  $27,682 

FTE adjustment(1)

  122   189 

Net interest income, FTE

  26,404   27,871 
         

Net interest margin, GAAP

  3.92%  4.68%

FTE adjustment(1)

  0.02%  0.03%

Net interest margin, FTE

  3.94%  4.71%

(1) FTE basis of 21%.

(1)

FTE basis based on the federal statutory rate of 35%

(2)

Includes non-cash purchase accounting accretion income from acquired loan portfolios

 

Financial Condition

 

Total assets as of September 30, 2017, decreased $11.62March 31, 2021, increased $128.93 million, or 0.49%, to $2.37 billion4.28% from $2.39 billion as of December 31, 2016. Total2020. The increase in assets was primarily driven by a increase in overnight funds of $174.73 million, or 44.15%. In addition, total liabilities as of September 30, 2017, decreased $25.20March 31, 2021, increased $129.66 million, or 1.23%, to $2.02 billion5.02% from $2.05 billion as of December 31, 2016.2020. The increase in liabilities was primarily the result of an increase in total deposits of $126.85 million, or 4.98%.

 

Investment Securities

 

Our investment securities are used to generate interest income through the employment of excess funds, to provide liquidity, to fund loan demand or deposit liquidation, and to pledge as collateral where required. The composition of our investment portfolio changes from time to time as we consider our liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements.

 

Available-for-sale debt securities as of September 30, 2017, increased $8.85March 31, 2021, decreased $4.29 million, or 5.34%5.14%, compared to December 31, 2016, primarily due to the purchase of U.S. Treasury securities offset by the maturity and sale of municipal, single-issue trust preferred, and mortgage-backed Agency securities.2020.  The market value of debt securities available for sale as a percentage of amortized cost was 101.11%100.67.% as of September 30, 2017,March 31, 2021, compared to 99.48%101.71% as of December 31, 2016. Held-to-maturity2020.

Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the security.  The credit loss component would be recognized through the provision for credit losses and the creation of an allowance for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. 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, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. U.S. Treasury Securities, Agency-Backed Securities including GNMA, FHLMC, FNMA, FHLB, FFCB and SBA. All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United State Government or one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. All debt securities available for sale in an unrealized loss position as of September 30, 2017, decreased $21.95 million, or 46.57%, comparedMarch 31, 2021 continue to December 31, 2016, primarily due to the maturity of U.S. Agency securities. The market value of securities held to maturityperform as scheduled and we do not believe that a percentage of amortized cost was 100.17% as of September 30, 2017, compared to 100.28% as of December 31, 2016.

Investment securities are reviewed quarterlyprovision for possible other-than-temporary impairment (“OTTI”) charges. We recognized no OTTI charges in earnings associated with debt securities for the three and nine months ended September 30, 2017. We recognized credit-related OTTI charges in earnings associated with debt securities of $4.64 million during the three and nine months ended September 30, 2016, due to our change in intent to hold certain trust preferred securities to recovery. We recognized no OTTI charges in earnings associated with equity securities for the three and nine months ended September 30, 2017, or the three months ended September 30, 2016. We recognized OTTI charges in earnings associated with certain equity securities of $11 thousand for the nine months ended September 30, 2016. For additional information, see Note 2, “Investment Securities,” to the Condensed Consolidated Financial Statements in Item 1 of this report.credit losses is necessary.

 

Loans Held for Investment

 

LoansLoans held for investment, ourwhich generates the largest component of interest income, are grouped into commercial, consumer real estate, and consumer and other loan segments. Each segment is divided into various loan classes based on collateral or purpose. Certain loans acquired in FDIC-assisted transactions are covered under loss share agreements (“covered loans”). Total loans held for investment, net of unearned income, as of September 30, 2017,March 31, 2021, decreased $15.23$39.99 million, or 0.82%1.83%, compared to December 31, 2016, primarily due to a $25.71 million,2020. Covered loans decreased $639 thousand, or 45.10%6.60%, decrease in covered loans as the covered Waccamaw portfolio continues to run off. The decrease was offset by a $10.48pay down. Covered loans were $9.04 million, or 0.58%, increase in non-covered loans driven by the commercial construction$9.68 million, and non-farm, non-real estate commercial segments.$12.12 million at March 31, 2021, December 31, 2020, and March 31, 2020, respectively. For additional information, see Note 3, “Loans,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

 

The following table presents loans, net of unearned income,, with non-covered loans by loan class as of the dates indicated:

 

  

September 30, 2017

  

December 31, 2016

  

September 30, 2016

 

(Amounts in thousands)

 

Amount

  

Percent

  

Amount

  

Percent

  

Amount

  

Percent

 

Non-covered loans held for investment

                        

Commercial loans

                        

Construction, development, and other land

 $72,952   3.97% $56,948   3.07% $49,799   2.71%

Commercial and industrial

  90,184   4.91%  92,204   4.98%  90,362   4.92%

Multi-family residential

  125,997   6.86%  134,228   7.24%  127,468   6.94%

Single family non-owner occupied

  143,213   7.79%  142,965   7.72%  144,023   7.84%

Non-farm, non-residential

  613,380   33.38%  598,674   32.31%  596,015   32.46%

Agricultural

  6,096   0.33%  6,003   0.32%  5,786   0.32%

Farmland

  27,897   1.52%  31,729   1.71%  31,974   1.74%

Total commercial loans

  1,079,719   58.76%  1,062,751   57.35%  1,045,427   56.93%

Consumer real estate loans

                        

Home equity lines

  102,888   5.60%  106,361   5.74%  108,108   5.89%

Single family owner occupied

  501,242   27.27%  500,891   27.03%  497,695   27.10%

Owner occupied construction

  47,034   2.56%  44,535   2.41%  43,925   2.39%

Total consumer real estate loans

  651,164   35.43%  651,787   35.18%  649,728   35.38%

Consumer and other loans

                        

Consumer loans

  70,695   3.85%  77,445   4.18%  76,363   4.16%

Other

  4,856   0.26%  3,971   0.21%  3,029   0.16%

Total consumer and other loans

  75,551   4.11%  81,416   4.39%  79,392   4.32%

Total non-covered loans

  1,806,434   98.30%  1,795,954   96.92%  1,774,547   96.63%

Total covered loans

  31,287   1.70%  56,994   3.08%  61,837   3.37%

Total loans held for investment, net of unearned income

  1,837,721   100.00%  1,852,948   100.00%  1,836,384   100.00%

Less: allowance for loan losses

  19,206       17,948       19,633     

Total loans held for investment, net of unearned income and allowance

 $1,818,515      $1,835,000      $1,816,751     

  

March 31, 2021

  

December 31, 2020

  

March 31, 2020

 

(Amounts in thousands)

 

Amount

  

Percent

  

Amount

  

Percent

  

Amount

  

Percent

 

Loans held for investment

                        

Commercial loans

                        

Construction, development, and other land

 $45,328   9.00% $44,674   2.04% $53,348   2.54%

Commercial and industrial

  162,227   7.56%  173,024   7.91%  129,728   6.19%

Multi-family residential

  105,592   4.92%  115,161   5.27%  110,202   5.26%

Single family non-owner occupied

  187,896   8.75%  187,783   8.59%  187,965   8.96%

Non-farm, non-residential

  718,830   33.49%  734,793   33.60%  726,666   34.66%

Agricultural

  9,723   0.45%  9,749   0.45%  11,303   0.54%

Farmland

  19,014   0.89%  19,761   0.90%  26,045   1.24%

Total commercial loans

  1,248,610   58.17%  1,284,945   58.76%  1,245,257   59.40%

Consumer real estate loans

                        

Home equity lines

  92,095   4.29%  96,526   4.41%  114,690   5.46%

Single family owner occupied

  665,128   30.98%  661,054   30.24%  606,132   28.90%

Owner occupied construction

  18,376   0.86%  17,720   0.81%  13,946   0.65%

Total consumer real estate loans

  775,599   36.13%  775,300   35.46%  734,768   35.02%

Consumer and other loans

                        

Consumer loans

  117,904   5.49%  120,373   5.50%  112,127   5.35%

Other

  4,527   0.21%  6,014   0.28%  4,573   0.22%

Total consumer and other loans

  122,431   5.70%  126,387   5.78%  116,700   5.57%

Total loans held for investment, net of unearned income

  2,146,640   100.00%  2,186,632   100.00%  2,096,725   100.00%

Less: allowance for credit losses

  34,563       26,182       21,137     

Total loans held for investment, net of unearned income and allowance

 $2,112,077      $2,160,450      $2,075,588     
                         

 

Total loans decreased $39.99 million compared to December 31, 2020. The following table presents covereddecrease was primarily attributable to a decrease in the total commercial loan category of $36.33 million; comprised of decreases of $15.96 in commercial real estate, $10.80 in commercial and industrial, and $9.57 million in the multi-family.  During the second quarter of 2020, we began participating as a Small Business Administration Paycheck Protection Program lender.  The decrease in commercial loans, by from December 2020 to March 2021 is primarily attributable to $28.79 million received from the SBA for debt forgiveness.  At March 31, 2021, the PPP loans had a current balance of $50.75 million, and were included in commercial and industrial loan class, asbalances. Remaining deferred loan origination fees related to the PPP loans, net of deferred loan origination costs, totaled $3.27 million at March 31, 2021, were also recorded. During the first quarter of 2021, we recorded amortization of net deferred loan origination fees of $922 thousand on PPP loans. The remaining net deferred loan origination fees will be amortized over the expected life of the dates indicated:respective loans, or until forgiven by the SBA, and will be recognized in net interest income. 

  

September 30, 2017

  

December 31, 2016

  

September 30, 2016

 

(Amounts in thousands)

 

Amount

  

Percent

  

Amount

  

Percent

  

Amount

  

Percent

 

Commercial loans

                        

Construction, development, and other land

 $40   0.13% $4,570   8.02% $4,699   7.60%

Commercial and industrial

  -   0.00%  895   1.57%  941   1.52%

Multi-family residential

  -   0.00%  8   0.01%  43   0.07%

Single family non-owner occupied

  292   0.93%  962   1.69%  1,328   2.15%

Non-farm, non-residential

  10   0.03%  7,512   13.18%  8,312   13.44%

Agricultural

  -   0.00%  25  ��0.04%  26   0.04%

Farmland

  -   0.00%  397   0.70%  412   0.67%

Total commercial loans

  342   1.09%  14,369   25.21%  15,761   25.49%

Consumer real estate loans

                        

Home equity lines

  26,850   85.82%  35,817   62.84%  38,737   62.64%

Single family owner occupied

  4,095   13.09%  6,729   11.81%  7,058   11.41%

Owner occupied construction

  -   0.00%  -   0.00%  201   0.33%

Total consumer real estate loans

  30,945   98.91%  42,546   74.65%  45,996   74.38%

Consumer and other loans

                        

Consumer loans

  -   0.00%  79   0.14%  80   0.13%

Total covered loans

 $31,287   100.00% $56,994   100.00% $61,837   100.00%

 

RCommercial Loans Modified Under CARES Act

As of March 31, 2021, total COVID-19 loan deferrals stood at $17.48 million; down significantly from our peak of $436.11 million at June 30, 2020. The March 31, 2021, total included $14.55 million in commercial loan deferrals. Commercial loan COVID-19 deferrals continue to decrease from our peak of $340.00 million at June 30, 2020 and year-end 2020 of $26.54 million.

iskRisk Elements

 

We seek to mitigate credit risk by adhering tofollowing specific underwriting practices and by ongoing monitoring of our loan portfolio. Our underwriting practices include the analysis of borrowersborrowers’ prior credit histories, financial statements, tax returns, and cash flow projections; valuation of collateral based on independent appraisers’ reports; and verification of liquid assets. We believe our underwriting criteria are appropriate for the various loan types we offer; however, losses may occur that exceed the reserves established in our allowance for loan losses. We track certain credit quality indicators that include: trends related to the risk rating of commercial loans, the level of classified commercial loans, net charge-offs, nonperforming loans, and general economic conditions. The Company’s loan review function generally analyzes all commercial loan relationships greater than $4.0$4.00 million annually and at various times during the year. Smaller commercial and retail loans are sampled for review during the year.

 

Nonperforming assets consist of nonaccrual loans, accrual loans contractually past due 90 days or more, unseasoned troubled debt restructurings (“TDRs”), and OREO. Ongoing activity in the classification and categories of nonperforming loans include collections on delinquencies, foreclosures, loan restructurings, and movements into or out of the nonperforming classification due to changing economic conditions, borrower financial capacity, or resolution efforts. LoansPrior to the adoption of ASU 2016-13 ("CECL"), loans acquired with credit deterioration, with a discount, continue to accrue interest based on expected cash flows; therefore, PCI loans are not generally considered nonaccrual. For additional information, see Note 4, “Credit Quality,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

 

 

The following table presents the components of nonperforming assets and related information as of the periods indicated:

 

 

September 30, 2017

  

December 31, 2016

  

September 30, 2016

  

March 31, 2021

  

December 31, 2020

  

March 31, 2020

 

(Amounts in thousands)

                     

Non-covered nonperforming

            

Nonperforming

         

Nonaccrual loans

 $18,942  $15,854  $17,487  $26,106  $22,003  $20,408 

Accruing loans past due 90 days or more

  -   -   62  171  295  329 

TDRs(1)

  141   114   115 

Total nonperforming loans

  19,083   15,968   17,664 

Non-covered OREO

  3,543   5,109   4,052 

Total non-covered nonperforming assets

 $22,626  $21,077  $21,716 
            

Covered nonperforming

            

Nonaccrual loans

 $420  $608  $688 

Total nonperforming loans

  420   608   688 

Covered OREO

  54   276   2,437 

Total covered nonperforming assets

 $474  $884  $3,125 
            

Total nonperforming

            

Nonaccrual loans

 $19,362  $16,462  $18,175 

Accruing loans past due 90 days or more

  -   -   62 

TDRs(1)

  141   114   115 

TDRs(1)

  308   187   623 

Total nonperforming loans

  19,503   16,576   18,352  26,585  22,485  21,360 

OREO

  3,597   5,385   6,489   1,740   2,083   2,502 

Total nonperforming assets

 $23,100  $21,961  $24,841  $28,325  $24,568  $23,862 
             
 

Additional Information

                     

Performing TDRs(2)

 $8,101  $12,838  $13,336 

Total TDRs(3)

  8,242   12,952   13,451 

Total Accruing TDRs(2)

 9,027  10,248  9,052 
             

Non-covered ratios

            

Nonperforming loans to total loans

  1.06%  0.89%  1.00%

Nonperforming assets to total assets

  0.97%  0.90%  0.91%

Non-PCI allowance to nonperforming loans

  100.64%  112.32%  111.08%

Non-PCI allowance to total loans

  1.06%  1.00%  1.11%
             

Total ratios

            

Asset Quality Ratios:

         

Nonperforming loans to total loans

  1.06%  0.89%  1.00% 1.24% 1.03% 1.02%

Nonperforming assets to total assets

  0.97%  0.92%  1.01% 0.90% 0.82% 0.87%

Allowance for loan losses to nonperforming loans

  98.48%  108.28%  106.98% 130.01% 116.44% 98.96%

Allowance for loan losses to total loans

  1.05%  0.97%  1.07% 1.61% 1.20% 1.01%


(1)

TDRs restructured within the past six months and nonperforming TDRs exclude nonaccrual TDRs of $15 thousand, $224 thousand,$2.09 million, $1.18 million, and $268 thousand$2.31 million for the periods ended September 30, 2017,March 31, 2021, December 31, 2016,2020, and September 30, 2016,March 31, 2020, respectively.  They are included in nonaccrual loans.

(2)

Total accruing TDRs with six months or more of satisfactory payment performance exclude nonaccrual TDRs of $1.50$3.48 million, $1.06$1.81 million, and $1.04$2.62 million for the periods ended September 30, 2017,March 31, 2021, December 31, 2016,2020, and September 30, 2016,March 31, 2020, respectively.  They are included in nonaccrual loans.

(3)

Total TDRs exclude nonaccrual TDRs of $1.52 million, $1.28 million, and $1.31 million for the periods ended September 30, 2017, December 31, 2016, and September 30, 2016, respectively.

 

Non-covered nonperformingNonperforming assets as of September 30, 2017,March 31, 2021, increased $1.55$3.70 million, or 7.35%15.22%, from December 31, 2016,2020, primarily due to an increase in non-covered nonaccrual loans. Non-covered nonaccrual loans as of September 30, 2017, increased $3.09$4.04 million, or 19.48%18.62%, from December 31, 2016.offset by a decrease in OREO of $343 thousand.  As of September 30, 2017, non-coveredMarch 31, 2021, nonaccrual loans were largely attributed to single family owner occupied (60.80%(36.92%) and, non-farm, non-residential (17.70%(28.33%) loans. As of September 30, 2017, approximately $833 thousand, or 4.40%, of non-covered nonaccrualand single family non-owner occupied loans were attributed to performing loans acquired in business combinations.(14.10%). Certain loans included in the nonaccrual category have been written down to estimated realizable value or assigned specific reserves in the allowance for loan losses based on management’s estimate of loss at ultimate resolution.

 

Non-covered delinquentDelinquent loans, comprised of loans 30 days or more past due and nonaccrual loans, totaled $25.10$33.05 million as of September 30, 2017, an increaseMarch 31, 2021, a  decrease of $88 thousand,$2.71 million, or 0.35%7.62%, compared to $25.02$35.62 million as of December 31, 2016. Non-covered delinquent2020. Delinquent loans as a percent of total non-covered loans totaled 1.40%1.54% as of September 30, 2017,March 31, 2021, which includes past due loans (0.34%) and nonaccrual loans (1.06%(1.20%).

 

 

When restructuring loans for borrowers experiencing financial difficulty, we generally make concessions in interest rates, loan terms, or amortization terms. Certain TDRs are classified as nonperforming when modified and are returned to performing status after ninesix months of satisfactory payment performance; however, these loans remain identified as impaired until full payment or other satisfaction of the obligation occurs. Accruing TDRs as of September 30, 2017,March 31, 2021, decreased $4.71$1.22 million, or 36.37%11.91%, to $8.24$9.03 million from December 31, 2016. Nonperforming2020. Unseasoned, or loans restructured within the last six months, and nonperforming accruing TDRs as of September 30, 2017,March 31, 2021, increased $27 thousand, or 23.68%, to $141$121 thousand compared to December 31, 2016. Nonperforming2020. Unseasoned and nonperforming accruing TDRs as a percent of total accruing TDRs totaled 1.71%3.41% as of September 30, 2017,March 31, 2021, compared to 0.88%1.82% as of December 31, 2016. Specific2020. There were no specific reserves onrelated to TDRs totaled $707 thousand as of September 30, 2017,March 31, 2021, compared to $670$353 thousand as of December 31, 2016.2020.

 

Non-covered The CARES Act included a provision allowing banks to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020 and the earlier of (i) December 31, 2021 or (ii) 60 days after the end of the COVID-19 national emergency. The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. The Company elected to adopt this provision of the CARES Act.

Through March 31, 2021, we had modified a total of 3,812 loans for $466.59 million related to COVID-19 relief.  Those modifications were generally short-term payment deferrals and are not considered TDRs based on the CARES Act.  Our policy is to downgrade commercial loans modified for COVID-19 to special mention, which caused the significant increase in loans in that rating.  Subsequent upgrade or downgrade will be on a case by case basis.  The Company is upgrading these loans back to pass once the modification period has ended and timely contractual payments resume.  Further downgrade would be based on a number of factors, including but not limited to additional modifications, payment performance and current underwriting. As of March 31, 2021, current COVID-19 loan deferrals stood at $17.48 million, down significantly from our peak of $436.11 at June 30, 2020.

The balance of non-accrual loans was higher at March 31, 2021, due mainly to the conversion of $5.70 million in loans from purchased credit impaired to purchased credit deteriorated status as a result of the Company's adoption of CECL coupled with the migration of a $972 thousand commercial and industrial loan relationship during the quarter.

OREO, which is carried at the lesser of estimated net realizable value or cost, decreased $1.57 million,$343 thousand, or 30.65%16.47%, as of September 30, 2017,March 31, 2021, compared to December 31, 2016. Non-covered OREO2020, and consisted of 2620 properties with an average holding period of 13 months as of September 30, 2017.approximately 18 months. The net loss on the sale of OREO totaled $522$316 thousand for the three months ended September 30, 2017,March 31, 2021, compared to $184a net loss of $300 thousand for the same period of the prior year, and $943 thousand for the nine months ended September 30, 2017, compared to $1.00 million for the same period of the prior year. The following table presents the changes in OREO during the periods indicated:

 

 

Nine Months Ended September 30,

  

Three Months Ended March 31,

 
 

2017

  

2016

  
 

Non-covered

  

Covered

  

Total

  

Non-covered

  

Covered

  

Total

  

2021

  

2020

 

(Amounts in thousands)

                            

Beginning balance

 $5,109  $276  $5,385  $4,873  $4,034  $8,907  $2,083  $3,969 

Additions

  1,256   26   1,282   2,452   1,200   3,652  460  377 

Disposals

  (2,169)  (218)  (2,387)  (2,561)  (2,131)  (4,692) (593) (1,453)

Valuation adjustments

  (653)  (30)  (683)  (712)  (666)  (1,378)  (210)  (391)

Ending balance

 $3,543  $54  $3,597  $4,052  $2,437  $6,489  $1,740  $2,502 

 

Allowance for LoanCredit Losses

 

The allowanceACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. Management uses a systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan losses is maintained at a level management deems sufficient to absorb probable loan losses inherent inportfolio. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The allowance is increased by the provisionCompany’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for loandetermining expected credit losses and recoveries of prior loan charge-offs and decreased by loans charged off. The provision for loan losses is calculated and charged to expense to bring the allowance to an appropriate level using a systematic process of measurement that requires significant judgments and estimates. As of December 31, 2016, our qualitative risk factors reflect a stable risk of loan losses due to consistent asset quality metrics and relatively stable business and economic conditions in our primary market areas. The loan portfolio is continually monitored for deterioration in credit, which may result in a range of expected credit losses. It is possible that others, given the needsame information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded in the balance sheet reflects management’s best estimate of expected credit losses. The Company recognizes in net income the amount needed to increaseadjust the allowanceACL for loanmanagement’s current estimate of expected credit losses. The Company’s measurement of credit losses policy adheres to GAAP as well as interagency guidance. The Company's ACL is calculated using collectively evaluated and individually evaluated loans.

​For collectively evaluated loans, the Company in future periods. Management consideredgeneral uses two modeling approaches to estimate expected credit losses. The Company projects the allowance adequate ascontractual run-off of September 30, 2017; however, no assuranceits portfolio at the segment level and incorporates a prepayment assumption in order to estimate exposure at default. Financial assets that have been individually evaluated can be madereturned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and that additionsthe repayment terms were not considered to be unique to the allowance will not be required in future periods. For additional information, see Note 5, “Allowance for Loan Losses,” to the Condensed Consolidated Financial Statements in Item 1 of this report.asset.

 

In addition to its own loss experience, management also includes peer bank historical loss experience in its assessment of expected credit losses to determine the ACL. The allowanceCompany utilized call report data to measure historical credit loss experience with similar risk characteristics within the segments. For the majority of segment models for loan losses as of September 30, 2017, increased $1.26 million,collectively evaluated loans, the Company incorporated at least one macroeconomic driver either using a statistical regression modeling methodology or 7.01%, from December 31, 2016. The increase was largely attributed to a $1.00 million increase in unallocated reserves combined with a $641 thousand increase in specific reserves on impaired loans. The non-PCI allowance as a percent of non-covered loans totaled 1.06% as of September 30, 2017, compared to 1.00% as of December 31, 2016. PCI loans were aggregated into five loan pools as of September 30, 2017, and December 31, 2016: Waccamaw commercial, Waccamaw serviced home equity lines, Waccamaw residential, Peoples Bank of Virginia (“Peoples”) commercial, and Peoples residential. The cash flow analysis identified no impaired PCI loan pools as of September 30, 2017, compared to one impaired PCI loan pool with a cumulative impairment of $12 thousand as of December 31, 2016. We recorded a net charge-off of $410 thousand for the three months ended September 30, 2017, compared to a net charge-off of $312 thousand in the same period of the prior year, largely due to an increase in recoveries in the commercial loan segment in 2016. We recorded a net charge-off of $898 thousand for the nine months ended September 30, 2017, compared to a net charge-off of $1.35 million in the same period of the prior year, largely due to an overall reduction in charge-offs for commercial and consumer real estate loans offset by an increase in recoveries in the commercial loan segment in 2016.simple loss rate modeling methodology. 

 

Included in its systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures.  Management considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process. These qualitative adjustments either increase or decrease the quantitative model estimation (i.e. formulaic model results). Each period the Company considers qualitative factors that are relevant within the qualitative framework.  For further discussion of our Allowance for Credit Losses - See Note 1 - Summary of Significant Accounting Policies.

With the adoption of ASU 2016-13 effective January 1, 2021, the Company changed its method for calculating it allowance for loans from an incurred loss method to a life of loan method. See Note 1 – Basis of Presentation - Significant Accounting Policies for further details. As of March 31, 2021, the balance of the ACL was $34.56 million, or 1.61% of total loans. The ACL at March 31, 2021, increased $8.38 million from the balance of $26.18 million recorded before the adoption of the new standard on January 1, 2021. This increase included a $13.11 million cumulative adjustment for the adoption of ASU 2016-13 offset by a reversal of provision of $4.00 million and net charge-offs for the quarter of $725 thousand. The reversal in provision was due to significantly improved economic forecasts for unemployment, GDP growth, and home prices from those used at year-end 2020.

At March 31, 2021, the Company also had an allowance for unfunded commitments of $465 thousand which was recorded in Other Liabilities on the Balance Sheet. With the adoption of ASU 2016-13 effective January 1, 2021, the Company increased its allowance for credit losses on unfunded commitments by $509 thousand. During 2020, the provision for credit losses on unfunded commitments was $66 thousand which was recorded in the provision for credit losses on the Statement of Income. The Company did not have an allowance for credit losses or record a provision for credit losses on investment securities or other financials asset during 2021.

 

The following table presents the changes in the allowance for loancredit losses by loan class, during the periods indicated:

 

  

Three Months Ended September 30,

 
  

2017

  

2016

 
  

Non-PCI Portfolio

  

PCI Portfolio

  

Total

  

Non-PCI Portfolio

  

PCI Portfolio

  

Total

 

(Amounts in thousands)

                        

Beginning balance

 $18,878  $8  $18,886  $21,087  $12  $21,099 

Provision for (recovery of) loan losses

  738   (8)  730   (1,154)  -   (1,154)

Benefit attributable to the FDIC indemnification asset

  -   -   -   -   -   - 

Provision for (recovery of) loan losses charged to operations

  738   (8)  730   (1,154)  -   (1,154)

Recovery of loan losses recorded through the FDIC indemnification asset

  -   -   -   -   -   - 

Charge-offs

  (717)  -   (717)  (772)  -   (772)

Recoveries

  307   -   307   460   -   460 

Net charge-offs

  (410)  -   (410)  (312)  -   (312)

Ending balance

 $19,206  $-  $19,206  $19,621  $12  $19,633 

 

Nine Months Ended September 30,

  

Three Months Ended March 31,

 
 

2017

  

2016

  

2021

  

2020

 
 

Non-PCI Portfolio

  

PCI Portfolio

  

Total

  

Non-PCI Portfolio

  

PCI Portfolio

  

Total

  

(Amounts in thousands)

                            

Beginning balance

 $17,936  $12  $17,948  $20,179  $54  $20,233  $26,182  $18,425 

Provision for (recovery of) loan losses

  2,168   (12)  2,156   796   (42)  754 

Benefit attributable to the FDIC indemnification asset

  -   -   -   -   1   1 

Cumulative effect of adoption of ASU 2016-13

 13,107  - 

Provision for (recovery of) loan losses charged to operations

  2,168   (12)  2,156   796   (41)  755     - 

Recovery of loan losses recorded through the FDIC indemnification asset

  -   -   -   -   (1)  (1)

Charge-offs

  (1,976)  -   (1,976)  (2,691)  -   (2,691) (4,001) 3,500 

Recoveries

  1,078   -   1,078   1,337   -   1,337  (1,730) (1,194)

Net charge-offs

  (898)  -   (898)  (1,354)  -   (1,354)  1,005   406 

Ending balance

 $19,206  $-  $19,206  $19,621  $12  $19,633   (725)  (788)
 $34,563  $21,137 

 

Deposits

 

Total deposits as of September 30, 2017,March 31, 2021, increased $22.48$126.85 million, or 1.22%4.98%, compared to December 31, 2016. Noninterest-bearing deposits increased $25.24 million2020. The increase was largely attributable to savings and interest-bearing deposits increased $14.91 million while savingsnoninterest-bearing demand deposits which include money market accountsincreased $54.49 million, or 7.22% and savings accounts, decreased $13.06 million; and$51.78 million, or 6.70%, respectively. Interest-bearing demand deposits also reflected growth with an increase of $36.80 million, or 6.15%. These increases were offset by a decrease in time deposits which include certificates of deposit and individual retirement accounts, decreased $4.60 as$16.22 million, or 3.86%. We attribute a significant amount of September 30, 2017, comparedthe increase in deposits to December 31, 2016.the unprecedented level of federal government stimulus during the first quarter of 2021.

 

Borrowings

 

Total borrowings as of September 30, 2017, decreased $44.93 million, or 25.14%,March 31, 2021, increased $555 thousand, compared to December 31, 2016. Short-term borrowings consisted of retail repurchase agreements, which decreased $14.22 million, or 19.48%, while the weighted average rate remained constant at 0.07%, as of September 30, 2017, and December 31, 2016.

Long-term borrowings consisted of wholesale repurchase agreements and FHLB borrowings, including convertible and callable advances as of September 30, 2017. Wholesale repurchase agreements totaled $25.00 million with a weighted average rate of 3.18% as of September 30, 2017, and December 31, 2016. Long-term FHLB borrowings decreased $15.00 million, or 23.08%, to $50.00 million and the weighted average rate decreased 4 basis points to 4.00% as of September 30, 2017, compared to December 31, 2016. The decrease was due to a $15.00 million convertible advance with a 4.15% rate that matured on May 4, 2017. The Company redeemed all of its trust preferred securities on January 9, 2017, resulting in a decrease of $15.46 million in subordinated debt.2020.

 

Liquidity and Capital Resources

 

Liquidity

 

Liquidity is a measure of our ability to convert assets to cash or raise cash to meet financial obligations. We believe that liquidity management should encompass an overall balance sheet approach that draws together all sources and uses of liquidity. Poor or inadequate liquidity risk management may result in a funding deficit that could have a material impact on our operations. We maintain a liquidity risk management policy and contingency funding policy (“Liquidity Plan”) to detect potential liquidity issues and protect our depositors, creditors, and shareholders. The Liquidity Plan includes various internal and external indicators that are reviewed on a recurring basis by our Asset/Liability Management Committee (“ALCO”) of the Board of Directors. ALCO reviews liquidity risk exposure and policies related to liquidity management; ensures that systems and internal controls are consistent with liquidity policies; and provides accurate reports about liquidity needs, sources, and compliance. The Liquidity Plan involves ongoing monitoring and estimation of potentially credit sensitive liabilities and the sources and amounts of balance sheet and external liquidity available to replace outflows during a funding crisis. The liquidity model incorporates various funding crisis scenarios and a specific action plan is formulated, and activated, when a financial shock that affects our normal funding activities is identified. Generally, the plan will reflect a strategy of replacing liability outflows with alternative liabilities, rather than balance sheet asset liquidity, to the extent that significant premiums can be avoided. If alternative liabilities are not available, outflows will be met through liquidation of balance sheet assets, including unpledged securities.

 

As a financial holding company, the Company’sCompany’s primary source of liquidity is dividends received from the Bank, which are subject to certain regulatory limitations. Other sources of liquidity include cash, investment securities, and borrowings. As of September 30, 2017,March 31, 2021, the Company’s cash reserves and investment securities totaled $13.84 million and availability on an unsecured, committed line of credit with an unrelated financial institution totaled $15.00$12.29 million. There was no outstanding balance on the line of credit as of September 30, 2017. The Company’s cash reserves and investments provide adequate working capital to meet obligations projected dividends to shareholders, and anticipated debt repayments for the next twelve months.

 

In addition to cash on hand and deposits with other financial institutions, we rely on customer deposits, cash flows from loans and investment securities, and lines of credit from the FHLB and the Federal Reserve Bank (“FRB”) Discount Window to meet potential liquidity demands. These sources of liquidity are immediately available to satisfy deposit withdrawals, customer credit needs, and our operations. Secondary sources of liquidity include approved lines of credit with correspondent banks and unpledged available-for-sale securities. As of September 30, 2017,March 31, 2021, our unencumbered cash totaled $105.12$628.75 million, unused borrowing capacity from the FHLB totaled $446.30$267.02 million, available credit from the FRB Discount Window totaled $6.15$6.08 million, available lines from correspondent banks totaled $90.00$85.00 million, and unpledged available-for-sale securities totaled $73.74$50.51 million.

Cash Flows

 

The following table summarizes the components of cash flow for the periods indicated:

 

 

Nine Months Ended September 30,

  

Three Months Ended March 31,

 
 

2017

  

2016

  

2021

  

2020

 

(Amounts in thousands)

              

Net cash provided by operating activities

 $25,877  $34,790  $12,615  $11,373 

Net cash provided by investing activities

  34,999   39,572  41,442  80,487 

Net cash used in financing activities

  (32,064)  (60,220)

Net cash provided by (used in) financing activities

  118,127   (67,256)

Net increase in cash and cash equivalents

  28,812   14,142  172,184  24,604 

Cash and cash equivalents at beginning of period

  76,307   51,787 

Cash and cash equivalents at end of period

 $105,119  $65,929 

Cash and cash equivalents, beginning balance

  456,561   217,009 

Cash and cash equivalents, ending balance

 $628,745  $241,613 

 

Cash and cash equivalents increased $28.81$172.18 million for the ninethree months ended September 30, 2017,March 31, 2021, compared to an increase of $14.14$24.60 million for the same period of the prior year primarilyyear. The increase in cash and cash equivalents during the quarter was due to financing activities. Net cash used in financing activities decreased $28.16 million for the nine months ended September 30, 2017, comparedlargely to the same periodsignificant inflow of the prior year primarily due to a decline in interest-bearing deposit runoff and treasury stock repurchases offset by the maturity and repayment of FHLB and other borrowings. Net cash provided by operating activities decreased $8.91 million for the nine months ended September 30, 2017, compared to the same period of the prior year. Net cash provided by investing activities decreased $4.57 million for the nine months ended September 30, 2017, compared to the same period of the prior year, which was largely due to a decrease in loan originations offset by a decrease in proceedsnon-maturity deposits from sales and maturities of available-for-sale securities.unprecedented government stimulus.

 

Capital Resources

 

We are committed to effectively managing our capital to protect our depositors, creditors, and shareholders. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on our operations. Total stockholdersstockholders’ equity as of September 30, 2017, increased $13.58 million,March 31, 2021, decreased $731 thousand, or 4.01%0.17%, to $352.64$426.00 million from $339.06$426.73 million as of December 31, 2016.2020. The change in stockholders’ equity was largely due to net incomethe cumulative effect adjustment resulting from the adoption of $20.27ASU 2016-13, "Financial Instruments--Credit Losses (Topic 326) of $5.87 million, and other comprehensive income (“OCI”)the repurchase of $1.94187,700 shares of our common stock totaling $4.99 million offset byand dividends declared on our common stock of $8.50$4.43 million and repurchased treasury sharesoffset by net income of $1.26$14.60 million. OCI was primarily due to net unrealized gains on securities.  In accordance with current regulatory guidelines, accumulated other comprehensive income/(loss) is largely excluded from stockholders'stockholders’ equity in the calculation of our capital ratios. We repurchased 50,118 shares of our common stock for $1.26 million in the first nine months of 2017. Our book value per common share increased $0.81,$0.14 or 4.06%,0.58% to $20.76$24.22 as of September 30, 2017,March 31, 2021, from $19.95$24.08 as of December 31, 2016.2020.

 

Capital Adequacy Requirements

 

Risk-based capital guidelines, issued by state and federal banking agencies, include balance sheet assets and off-balance sheet arrangements weighted by the risks inherent in the specific asset type. Our current risk-based capital requirements are based on the international capital standards known as Basel III, became effective on January 1, 2015, subject to a four-year phase-in period. Basel III’s capital conservation buffer became effective on January 1, 2016, at 0.625%, and will be phased in over a four-year period (increasing by an additional 0.625% each year until it reaches 2.5% on January 1, 2019).III. A description of the Basel III capital rules is included in Part I, Item 1 of the 20162020 Form 10-K. Our current required capital ratios are as follows:

 

 

4.5% Common Equity Tier 1 capital to risk-weighted assets (effectively 5.75%7.00% including the capital conservation buffer)

 

6.0% Tier 1 capital to risk-weighted assets (effectively 7.25%8.50% including the capital conservation buffer)

 

8.0% Total capital to risk-weighted assets (effectively 9.25%10.50% including the capital conservation buffer)

 

4.0% Tier 1 capital to average consolidated assets (“Tier 1 leverage ratio”)

 

The following table presents our capital ratios as of the dates indicated:

 

 

September 30, 2017

 

December 31, 2016

 

March 31, 2021

  

December 31, 2020

 

The Company

   
 

Company

  

Bank

  

Company

  

Bank

 
         

Common equity Tier 1 ratio

Common equity Tier 1 ratio

13.90%

 

13.88%

 14.53%  13.69%  14.28%  13.57% 

Tier 1 risk-based capital ratio

Tier 1 risk-based capital ratio

13.90%

 

14.74%

 14.53%  13.69%  14.28%  13.57% 

Total risk-based capital ratio

Total risk-based capital ratio

14.96%

 

15.79%

 15.79%  14.95%  15.53%  14.82% 

Tier 1 leverage ratio

Tier 1 leverage ratio

11.18%

 

11.07%

 10.04%  9.46%  10.24%  9.73% 
    

The Bank

   

Common equity Tier 1 ratio

12.68%

 

12.93%

Tier 1 risk-based capital ratio

12.68%

 

12.93%

Total risk-based capital ratio

13.74%

 

13.98%

Tier 1 leverage ratio

10.18%

 

9.71%

 

Our risk-based capital ratios as of March 31, 2021, increased from December 31, 2020, due to a decrease in our risk-weighted assets. The decrease in risk-weighted assets was primarily due to the decrease in total loans from year-end 2020. . As of September 30, 2017,March 31, 2021, we continued to meet all capital adequacy requirements and were classified as well-capitalized under the regulatory framework for prompt corrective action. Management believes there have been no conditions or events since those notifications that would change the Bank’s classification. Additionally, our capital ratios were in excess of the minimum standards under the Basel III capital rules on a fully phased-in basis, if such requirements were in effect, as of September 30, 2017.March 31, 2021.

 

Off-Balance Sheet Arrangements

 

We extend contractual commitments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. Our exposure to credit loss in the event of nonperformance by other parties to financial instruments is the same as the contractual amount of the instrument.

The following table presents our off-balance sheet arrangements as of the dates indicated:

 

 

September 30, 2017

  

December 31, 2016

  

March 31, 2021

  

December 31, 2020

 

(Amounts in thousands)

              

Commitments to extend credit

 $245,978  $261,801  $234,828  $229,408 

Financial letters of credit

  550   4,756 

Performance letters of credit(1)

  117,768   79,144 

Standby letters of credit and financial guarantees (1)

  182,259   179,022 

Total off-balance sheet risk

 $364,296  $345,701  $417,087  $408,430 
         

Reserve for unfunded commitments

 $66  $326  $465  $66 

(1)

(1) Includes FHLB letters of credit

 

Market Risk and Interest Rate Sensitivity

 

Market risk represents the risk of loss due to adverse changes in current and future cash flows, fair values, earnings, or capital due to movements in interest rates and other factors. Our profitability is largely dependent upon net interest income, which is subject to variation due to changes in the interest rate environment and unbalanced repricing opportunities. We are subject to interest rate risk when interest-earning assets and interest-bearing liabilities reprice at differing times, when underlying rates change at different levels or in varying degrees, when there is an unequal change in the spread between two or more rates for different maturities, and when embedded options, if any, are exercised. ALCO reviews our mix of assets and liabilities with the goal of limiting exposure to interest rate risk, ensuring adequate liquidity, and coordinating sources and uses of funds while maintaining an acceptable level of net interest income given the current interest rate environment. ALCO is also responsible for overseeing the formulation and implementation of policies and strategies to improve balance sheet positioning and mitigate the effect of interest rate changes.

 

In order to manage our exposure to interest rate risk, we periodically review third-partyinternal simulation and internal simulationthird-party models that project net interest income at risk, which measures the impact of different interest rate scenarios on net interest income, and the economic value of equity at risk, which measures potential long-term risk in the balance sheet by valuing our assets and liabilities at fair value under different interest rate scenarios. Simulation results show the existence and severity of interest rate risk in each scenario based on our current balance sheet position, assumptions about changes in the volume and mix of interest-earning assets and interest-bearing liabilities, and estimated yields earned on assets and rates paid on liabilities. The simulation model provides the best tool available to us and the industry for managing interest rate risk; however, the model cannot precisely predict the impact of fluctuations in interest rates on net interest income due to the use of significant estimates and assumptions. Actual results will differ from simulated results due to the timing, magnitude, and frequency of interest rate changes; changes in market conditions and customer behavior; and changes in our strategies that management might undertake in response to a sudden and sustained rate shock.

 

TheAs of March 31, 2021, the Federal Open Market Committee maintainedhad set the benchmark federal funds rate atto a range of 1000 to 12525 basis points. Given the current level of benchmark interest rates, a complete downward shock of 100 basis points is rendered meaningless; accordingly, a downward rate scenario is only presented for the prior year end. In the downward rate shocks presented, benchmark interest rates were assumed at levels with floors near 0%. The following table presents the sensitivity of net interest income from immediate and sustained rate shocks in various interest rate scenarios over a twelve-month period for the periods indicated. Due to the current target rate, we do not reflect a decrease of more than 100 basis points from current rates in our analysis.

 

  

September 30, 2017

  

December 31, 2016

 
  

Change in

  

 

  

Change in

  

 

 

Increase (Decrease) in Basis Points

 

Net Interest

Income

  

Percent

Change

  

Net Interest

Income

  

Percent

Change

 

(Dollars in thousands)

                

300

 $1,655  

1.9

% $526   0.6%

200

  1,294  

1.5

%  438   0.5%

100

  775  

0.9

%  183   0.2%

(100)

  (4,039) 

-4.8

%  (2,616)  -3.1%

We have established policy limits for tolerance of interest rate risk in various interest rate scenarios and exposure limits to changes in the economic value of equity. As of September 30, 2017, exposure to interest rate risk is within our defined policy limits.

The Company primarily uses derivative instruments to manage exposure to market risk and meet customer financing needs. As of September 30, 2017, we maintained interest rate swap agreements with notional amounts totaling $5.89 million to modify our exposure to interest rate risk caused by changes in the LIBOR curve in relation to certain designated fixed rate loans. The fair value of the swap agreements, which are accounted for as fair value hedges and recorded as derivative liabilities, totaled $151 thousand as of September 30, 2017, and $167 thousand as of December 31, 2016. For additional information, see Note 9, “Derivative Instruments and Hedging Activities,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

  

March 31, 2021

  

December 31, 2020

 
  

Change in

  

Percent

  

Change in

  

Percent

 

Increase (Decrease) in Basis Points

 

Net Interest Income

  

Change

  

Net Interest Income

  

Change

 

(Dollars in thousands)

                

300

 $12,551   12.33% $8,429   8.50%

200

  8,628   8.48%  5,912   6.00%

100

  4,489   4.41%  3,130   3.20%

(100)

  N/A   N/A   (4,749)  -4.80%

 

 

Inflation and Changing Prices

 

Our consolidated financial statements and related notes are presented in accordance with GAAP, which requires the measurement of results of operations and financial position in historical dollars. Inflation may cause a rise in price levels and changes in the relative purchasing power of money. These inflationary effects are not reflected in historical dollar measurements. The primary effect of inflation on our operations is increased operating costs. In management’smanagement’s opinion, interest rates have a greater impact on our financial performance than inflation. Interest rates do not necessarily fluctuate in the same direction, or to the same extent, as the price of goods and services; therefore, the effect of inflation on businesses with large investments in property, plant, and inventory is generally more significant than the effect on financial institutions. The U.S. inflation rate continues to be relatively stable, and management believes that any changes in inflation will not be material to our financial performance.

In anticipation of the potential discontinuance of the London Interbank Offered Rate (LIBOR) at the end of 2021, the Company has developed a LIBOR transition plan.  In 2018, the Company discontinued the use of LIBOR as a reference rate in new loan originations.  Additionally, the Company has the ability to substitute an alternative referenced rate for most adjustable rate loans originated prior to 2018.

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

The information required in this item is incorporated by reference to “Market Risk and Interest Rate Sensitivity” in Item 12 of this report.

 

Item 4.

Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

In connection with this report, we conducted an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures under the Exchange Act Rule 13a-15(b). Based upon that evaluation, the CEO and CFO concluded that, as of September 30, 2017,March 31, 2021, our disclosure controls and procedures were effective.

 

Disclosure controls and procedures are our Company’sCompany’s controls and other procedures that are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions about required disclosure.

 

Management, including the CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or management’smanagement’s override of the controls.

 

Changes in Internal Control over Financial Reporting

 

We assess the adequacy of our internal control over financial reporting quarterly and enhance our controls in response to internal control assessments and internal and external audit and regulatory recommendations. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2017,March 31, 2021, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II.

OTHER INFORMATION

 

ITEM 1.

Legal Proceedings

 

We are currently a defendant in various legal actions and asserted claims in the normal course of business. Although we are unable to assess the ultimate outcome of each matter with certainty, we believe that the resolution of these actions should not have a material adverse effect on our financial position, results of operations, or cash flows.

 

ITEM 1A.

Risk Factors

 

OurThe risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2020 discuss potential events, trends, or other circumstances that could adversely affect our business, financial condition, results of operations, cash flows, liquidity, access to capital resources, and, consequently, cause the market value of our common stock to decline. These risks could cause our future results to differ materially from historical results and expectations of future financial performance. If any of the risks occur and the market price of our common stock declines significantly, individuals may lose all, or part, of their investment in our company.Company. Individuals should carefully consider our risk factors and information included or incorporated by reference, in thisour annual report on Form 10-K for the year ended December 31, 2020 before making an investment decision. There may be risks and uncertainties that we have not identified or that we have deemed immaterial that could adversely affect our business; therefore, oursuch risk factors are not intended to be an exhaustive list of all risks we face. There have been no material changes to the risk factors included in Part I, Item 1A, “Risk Factors,” of our 2016annual report on Form 10-K.10-K for the year ended December 31, 2020.

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)

Not Applicable

 

(b)

Not Applicable

 

(c)

Issuer Purchases of Equity Securities

 

We repurchased 39,516187,700 shares of our common stock during the thirdfirst quarter of 20172021 compared to 171,225734,651 shares during the same quarter of the prior year.2020.

 

The following table provides information about purchases of our common stock made by us or on our behalf by any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act, during the periods indicated:

 

  

Total Number of

Shares

Purchased

  

Average Price

Paid per

Share

  

Total Number of Shares

Purchased as Part of a

Publicly Announced Plan

  

Maximum Number of Shares

that May Yet be Purchased

Under the Plan(1)

 
                 

July 1-31, 2017

  -  $-   -   635,804 

August 1-31, 2017

  13,177   25.16   13,177   622,627 

September 1-30, 2017

  26,339   25.57   26,339   604,723 

Total

  39,516  $25.43   39,516     

(1)

Our stock repurchase plan, as amended, authorizes the purchase and retention of up to 5,000,000 shares. The plan has no expiration date and is currently in effect. No determination has been made to terminate the plan or to cease making purchases. We held 4,395,277 shares in treasury as of September 30, 2017.

  

Total Number of Shares Purchased

  

Average Price Paid per Share

  

Total Number of Shares Purchased as Part of a Publicly Announced Plan

  

Maximum Number of Shares that May Yet be Purchased Under the Plan

 
                 

January 1-31, 2021

  7,700  $21.66   167,037.64   2,392,300 

February 1-28, 2021

  76,500   24.03   1,837,926.90   2,315,800 

March 1-31, 2021

  103,500   28.79   2,979,537.30   2,212,300 

Total

  187,700  $26.56   4,984,501.84     
                 

 

ITEM 3.

Defaults Upon SeniorSenior Securities

 

None.None.

 

ITEM 4.

Mine Safety Disclosures

 

None.None.

 

ITEM 5.

Other Information

None.None.

 

ITEM 6.

Exhibits

 

Exhibit

No.2.1

Agreement and Plan of Reincorporation and Merger between First Community Bancshares, Inc. and First Community Bankshares, Inc., incorporated by reference to Appendix A of the Definitive Proxy Statement on Form DEF 14A dated April 24, 2018, filed on March 13, 2018

2.2

Agreement and Plan of Merger between First Community Bankshares, Inc. and Highlands Bankshares, Inc., incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K dated and filed September 11, 2019

3.1

Articles of Incorporation of First Community Bancshares,Bankshares, Inc., as amended, incorporated by reference to Exhibit 3(i)Appendix B of the Quarterly ReportDefinitive Proxy Statement on Form 10-Q for the period ended June 30, 2010,DEF 14A dated April 24, 2018, filed on August 16, 2010March 13, 2018

3.2

Amended and Restated Bylaws of First Community Bancshares,Bankshares, Inc., incorporated by reference to Exhibit 3.13.2 of the Current Report on Form 8-K dated February 23, 2016,and filed on February 25, 2016October 2, 2018

4.1

Specimen stock certificateDescription of First Community Bancshares, Inc.,Bankshares, Inc. Common Stock, incorporated by reference to Exhibit 4.1 of the AnnualCurrent Report on Form 10-K for the period ended December 31, 2002,8-K dated and filed on March 25, 2003October 2, 2018

4.2

Indenture betweenForm of First Community Bancshares,Bankshares, Inc. and Wilmington Trust Company,Common Stock Certificate, incorporated by reference to Exhibit 4.2 of the QuarterlyCurrent Report on Form 10-Q for the period ended September 30, 2003,8-K dated and filed on November 10, 2003

4.3

Amended and Restated Declaration of Trust of FCBI Capital Trust, incorporated by reference to Exhibit 4.3 of the Quarterly Report on Form 10-Q for the period ended September 30, 2003, filed on November 10, 2003

4.4

Preferred Securities Guarantee Agreement, incorporated by reference to Exhibit 4.4 of the Quarterly Report on Form 10-Q for the period ended September 30, 2003, filed on November 10, 2003October 2, 2018

10.1.1**

First Community Bancshares, Inc. 1999 Stock Option Plan, incorporated by reference to Exhibit 10.1 of the Annual Report on Form 10-K/A for the period ended December 31, 1999, filed on April 13, 2000

10.1.2**

Amendment One to the First Community Bancshares, Inc. 1999 Stock Option Plan, incorporated by reference to Exhibit 10.1.1 of the Quarterly Report on Form 10-Q for the period ended March 31, 2004, filed on May 7, 2004

10.2**

First Community Bancshares, Inc.Inc. 1999 Stock Option Agreement, incorporated by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q for the period ended June 30, 2002, filed on August 14,13, 2002

10.3**

First Community Bancshares, Inc. 2001 Nonqualified Director Stock Option Agreement,Agreement, incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q for the period ended June 30, 2002, filed on August 14, 2002

10.4**

First Community Bancshares, Inc. 2004 Omnibus Stock Option Plan, incorporated by reference to Annex B of the Definitive Proxy Statement on Form DEF 14A dated April 27, 2004, filed on March 15, 2004

10.5**

First Community Bancshares, Inc. 2004 Omnibus Stock Option Plan Stock Award Agreement, incorporated by reference to Exhibit 10.13 of the Quarterly ReportReport on Form 10-Q for the period ended June 30, 2004, filed on August 6, 2004

10.6**

First Community Bancshares, Inc. 2012 Omnibus Equity Compensation Plan, incorporated by reference to Appendix B of the Definitive Proxy Statement on Form DEF 14A dated AprilApril 24, 2012, filed on March 7, 2012

10.7**

First Community Bancshares, Inc. 2012 Omnibus Equity Compensation Plan Restricted Stock Grant Agreement, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K dated and filed May 28, 2013

10.8*10.8**

First Community Bancshares, Inc. Life Insurance Endorsement Method Split Dollar Plan and Agreement, incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K/A for the period ended December 31, 1999, filed on April 13, 2000

10.9.1**

First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 30, 2008, filed on January 5, 2009; Amendment #1, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated December 16, 2010, filed on December 17, 2010; Amendment #2, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated February 21, 2013, filed on February 25, 2013; Amendment #3, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated May 24, 2016, filed on May 27, 2016; and Amendment #4, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated and filed on February 28, 2017

10.9.2**

AmendmentAmendment #1 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated December 16, 2010, filed on December 17, 2010

10.9.3**

Amendment #2 to the First CommunityCommunity Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated February 21, 2013, filed on February 25, 2013

10.9.4**

Amendment #3 to the First Community Bancshares, Inc. andand Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016

10.9.5**

Amendment #4 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated and filed on February 28, 2017

10.10**

Amended and Restated Deferred CompensationCompensation Plan for Directors of First Community Bancshares, Inc. and Affiliates, incorporated by reference to Exhibit 99.210.1 of the Current Report on Form 8-K dated August 22, 2006,December 16, 2019, filed on August 23, 2006December 19,2019

10.11.1**

First Community Bancshares, Inc. Amended and RestatedRestated Nonqualified Supplemental Cash or Deferred Retirement Plan, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K dated August 22, 2006, filed on August 23, 2006, and Amendment #2, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on February 28, 2017

10.11.2**

Amendment #2 to the First Community Bancshares, Inc. Amended and Restated Nonqualified Supplemental Cash or Deferred Retirement Plan, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on February 28, 2017

10.12.1**

First Community Bancshares, Inc. Supplemental Directors Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 16, 2010, filed on December 17, 2010, and Amendment #2, incorporatedincorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016

10.12.2**

Amendment #2 to the First Community Bancshares, Inc. Supplemental Directors Retirement Plan, as amended and restated, incorporated by referencereference to Exhibit 10.2 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016

10.13**

Employment Agreement between First Community Bancshares, Inc. and David D. Brown, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated and filed on April 16, 2015

10.14**

Employment Agreement between First Community Bancshares, Inc. and E. Stephen Lilly, incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K dated and filed on April 16, 2015

10.15**

Employment Agreement between First Community Bancshares, Inc. and Gary R. Mills, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on April 16, 2015

10.16**

Employment Agreement between First Community Bancshares,, Inc. and William P. Stafford, II, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated and filed on April 16, 2015

10.17**

Employment Agreement between First Community Bank and Mark R. Evans, incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K dated April 2, 2009, filed on April 3, 2009

11

Statement Regarding Computation of Earnings per Share, incorporated by reference to Note 13 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*

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

101***

Interactive data files pursuant to Rule 405 of Regulation S-T:S-T formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets as of September 30, 2017,March 31, 2021, (Unaudited) and December 31, 2016;2020; (ii) Condensed Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2017March 31, 2021 and 2016 ;2020; (iii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2017March 31, 2021 and 2016;2020; (iv) Condensed Consolidated Statements of Stockholders'Stockholders’ Equity (Unaudited) for the ninethree months ended September 30, 2017March 31, 2021 and 2016;2020; (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the ninethree months ended September 30, 2017March 31, 2021 and 2016;2020; and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

104*The cover page of First Community Bankshares, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL (included within the Exhibit 101 attachments).

 


*

Filed herewith

**

Indicates a management contract or compensation plan or agreementagreement. These contracts, plans, or agreements were assumed by First Community Bankshares, Inc. in October 2018 in connection with First Community Bancshares, Inc., a Nevada corporation, merging with and into its wholly-owned subsidiary, First Community Bankshares, Inc., a Virginia corporation, pursuant to an Agreement and Plan of Reincorporation and Merger with First Community Bankshares, Inc. continuing as the surviving corporation.

***

Submitted electronically herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,, thereunto duly authorized, on the 3rd7th day of November, 2017.May, 2021.

 

  

First Community Bancshares,Bankshares, Inc.

(Registrant)

   
   
  

/s/ William P. Stafford, II

  

William P. Stafford, II

  

Chief Executive Officer

  

(Principal Executive Officer)

   
   
   
   
  

/s/ David D. Brown

  

David D. Brown

  

David D. BrownChief Financial Officer

  

Chief Financial Officer

(Principal Accounting Officer)

 

63

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