Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended March 31, 20182019

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

 

For the transition period from ________ to ________

Commission File Number 0-15204

 

NATIONAL BANKSHARES, INC.

 (Exact name of registrant as specified in its charter)

 

Virginia

(State or other jurisdiction of incorporation or organization)

54-1375874

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

 

101 Hubbard Street

P. O. Box 90002

Blacksburg, VA

 

 

24062-9002

(Address of principal executive offices)

(Zip Code)

(540) 951-6300

(Registrant’s telephone number, including area code)

 

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.  [x] Yes   [  ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [x] Yes   [ ] No

 

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

 

Large accelerated filer [  ]       Accelerated filer [x]       Non-accelerated filer [  ]       (Do not check if a smaller reporting company)      

Smaller reporting company [  ]        

Emerging growth company [  ]

 

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

[ ] Yes   [ ] No

 

Note: the text of Form 10-Q does not, and this amendment will not, appear in the Code of Federal Regulations.

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

[ ] Yes   [x] No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

Common Stock $1.25

Par Value

$1.25

Trading Symbol

NKSH

Exchange on which Registered

NASDAQ

Outstanding shares at May 8, 20187, 2019

6,957,9746,505,574

(This report contains 5660 pages)



 

 

 


 

NATIONAL BANKSHARES, INC. AND SUBSIDIARIES

Form 10-Q

Index

 

Part I – Financial Information

Page

   

Item 1

Financial Statements

3

   
 

Consolidated Balance Sheets, March 31, 20182019 (Unaudited) and December 31, 20172018

3

   
 

Consolidated Statements of Income for the Three Months Ended March 31, 20182019 and 20172018 (Unaudited)

4 – 5

   
 

Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 20182019 and 20172018 (Unaudited)

65

   
 

Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 20182019 and 20172018 (Unaudited)

76

 

 

 
 

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 20182019 and 20172018 (Unaudited)

8 – 97

 

 

 
 

Notes to Consolidated Financial Statements (Unaudited)

1083132

   

Item 2

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

3233

   

Item 3

Quantitative and Qualitative Disclosures About Market Risk

4850

   

Item 4

Controls and Procedures

4950

   

Part II – Other Information

 
   

Item 1

Legal Proceedings

4951

   

Item 1A

Risk Factors

4951

   

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds 

4951

   

Item 3

Defaults Upon Senior Securities

4951

 

 

 

Item 4

Mine Safety Disclosures

4951

 

 

 

Item 5

Other Information

4951

   

Item 6

Exhibits 

4952

   

Signatures

 

50

Index of Exhibits

51 – 5253

   

Certifications

 

53545657

 

2

 


 

Part I

Item 1. Financial Statements      Financial Information 

National Bankshares, Inc. and Subsidiaries

Consolidated Balance Sheets

 

  

(Unaudited)

     
  

March 31,

  

December 31,

 

(in thousands, except share and per share data)

 

2018

  

2017

 

Assets

        

Cash and due from banks

 $10,598  $12,926 

Interest-bearing deposits

  76,571   51,233 

Securities available for sale, at fair value

  337,211   331,387 

Securities held to maturity (fair value of $124,549 at March 31, 2018 and $130,113 at December 31, 2017)

  122,905   127,164 

Restricted stock, at cost

  1,221   1,200 

Loans held for sale

  ---   260 

Loans:

        

Loans, net of unearned income and deferred fees and costs

  658,663   668,069 

Less allowance for loan losses

  (7,391

)

  (7,925

)

Loans, net

  651,272   660,144 

Premises and equipment, net

  8,120   8,221 

Accrued interest receivable

  5,360   5,297 

Other real estate owned, net

  2,741   2,817 

Intangible assets and goodwill

  5,886   5,898 

Bank-owned life insurance

  33,984   33,756 

Other assets

  14,659   16,454 

Total assets

 $1,270,528  $1,256,757 
         

Liabilities and Stockholders' Equity

        

Noninterest-bearing demand deposits

 $190,746  $182,511 

Interest-bearing demand deposits

  628,540   622,189 

Savings deposits

  142,019   140,150 

Time deposits

  111,635   114,884 

Total deposits

  1,072,940   1,059,734 

Accrued interest payable

  55   62 

Other liabilities

  11,996   12,065 

Total liabilities

  1,084,991   1,071,861 

Commitments and contingencies

        

Stockholders' Equity

        

Preferred stock, no par value, 5,000,000 shares authorized; none issued and outstanding

  ---   --- 

Common stock of $1.25 par value. Authorized 10,000,000 shares; issued and outstanding 6,957,974 shares at March 31, 2018 and at December 31, 2017

  8,698   8,698 

Retained earnings

  189,189   185,893 

Accumulated other comprehensive loss, net

  (12,350

)

  (9,695

)

Total stockholders' equity

  185,537   184,896 

Total liabilities and stockholders' equity

 $1,270,528  $1,256,757 

  

(Unaudited)

     
  

March 31,

  

December 31,

 

(in thousands, except share and per share data)

 

2019

  

2018

 

Assets

        

Cash and due from banks

 $15,332  $12,882 

Interest-bearing deposits

  53,381   43,491 

Securities available for sale, at fair value

  404,645   425,010 

Restricted stock, at cost

  1,220   1,220 

Loans held for sale

  602   72 

Loans:

        

Loans, net of unearned income and deferred fees and costs

  718,371   709,799 

Less allowance for loan losses

  (7,360

)

  (7,390

)

Loans, net

  711,011   702,409 

Premises and equipment, net

  8,830   8,646 

Operating lease right-of-use asset

  2,190   --- 

Accrued interest receivable

  5,401   5,160 

Other real estate owned, net

  2,025   2,052 

Goodwill

  5,848   5,848 

Bank-owned life insurance

  34,876   34,657 

Other assets

  12,642   14,585 

Total assets

 $1,258,003  $1,256,032 
         

Liabilities and Stockholders' Equity

        

Noninterest-bearing demand deposits

 $199,449  $195,441 

Interest-bearing demand deposits

  608,227   616,527 

Savings deposits

  142,675   138,175 

Time deposits

  109,854   101,799 

Total deposits

  1,060,205   1,051,942 

Accrued interest payable

  140   89 

Operating lease liability

  2,192   --- 

Other liabilities

  14,238   13,763 

Total liabilities

  1,076,775   1,065,794 

Commitments and contingencies

        

Stockholders' Equity

        

Preferred stock, no par value, 5,000,000 shares authorized; none issued and outstanding

  ---   --- 

Common stock of $1.25 par value. Authorized 10,000,000 shares; issued and outstanding 6,505,574 shares at March 31, 2019 and 6,957,974 shares at December 31, 2018

  8,132   8,698 

Retained earnings

  180,637   193,625 

Accumulated other comprehensive loss, net

  (7,541

)

  (12,085

)

Total stockholders' equity

  181,228   190,238 

Total liabilities and stockholders' equity

 $1,258,003  $1,256,032 

 

See accompanying notes to consolidated financial statements.

 

3

Table of Contents

 


 

National Bankshares, Inc. and Subsidiaries

Consolidated Statements of Income

Three Months Ended March 31, 20182019 and 20172018

(Unaudited)

 

 

March 31,

  

March 31,

  

March 31,

  

March 31,

 

(in thousands, except share and per share data)

 

2018

  

2017

  

2019

  

2018

 

Interest Income

                

Interest and fees on loans

 $7,532  $7,453  $8,269  $7,532 

Interest on interest-bearing deposits

  172   148   259   172 

Interest on securities – taxable

  1,608   1,402   1,683   1,608 

Interest on securities – nontaxable

  1,172   1,235   927   1,172 

Total interest income

  10,484   10,238   11,138   10,484 
                

Interest Expense

                

Interest on time deposits

  121   145   297   121 

Interest on other deposits

  960   883   1,496   960 

Total interest expense

  1,081   1,028   1,793   1,081 

Net interest income

  9,403   9,210   9,345   9,403 

Provision for (recovery of) loan losses

  (472

)

  59   200   (472)

Net interest income after provision for (recovery of) loan losses

  9,875   9,151   9,145   9,875 
                

Noninterest Income

                

Service charges on deposit accounts

  670   665   590   670 

Other service charges and fees

  33   69   52   33 

Credit and debit card fees

  344   244   309   344 

Trust income

  402   401   397   402 

BOLI income

  228   143   219   228 

Other income

  346   328   910   346 

Realized securities gain, net

  12   --- 

Total noninterest income

  2,023   1,850   2,489   2,023 
                

Noninterest Expense

                

Salaries and employee benefits

  3,694   3,523   3,821   3,694 

Occupancy and furniture and fixtures

  472   438 

Occupancy, furniture and fixtures

  465   472 

Data processing and ATM

  733   566   751   733 

FDIC assessment

  91   95   85   91 

Intangible assets amortization

  12   31   ---   12 

Net costs of other real estate owned

  85   29   25   85 

Franchise taxes

  331   322   314   331 
Write-down of insurance receivable  1,724   ---   ---   1,724 

Other operating expenses

  1,022   1,279   1,004   1,022 

Total noninterest expense

  8,164   6,283   6,465   8,164 

Income before income taxes

  3,734   4,718   5,169   3,734 

Income tax expense

  438   1,069   726   438 

Net Income

 $4,443  $3,296 

Basic net income per common share

 $0.65  $0.47 

Fully diluted net income per common share

 $0.65  $0.47 

Weighted average number of common shares outstanding – basic and diluted

  6,839,733   6,957,974 

Dividends declared per common share

  ---   --- 

 

 (continued)See accompanying notes to consolidated financial statements.

 

4

Table of Contents

 


National Bankshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

Three Months Ended March 31, 2019 and 2018

(Unaudited)

 

Net Income

 $3,296  $3,649 

Basic net income per common share

 $0.47  $0.52 

Fully diluted net income per common share

 $0.47  $0.52 

Weighted average number of common shares outstanding – basic and diluted

  6,957,974   6,957,974 

Dividends declared per common share

 $---  $--- 

  

March 31,

  

March 31,

 

(in thousands)

 

2019

  

2018

 

Net Income

 $4,443  $3,296 
         

Other Comprehensive Income (Loss), Net of Tax

        

Unrealized holding gain (loss) on available for sale securities net of tax of $1,209 and ($706) for the periods ended March 31, 2019 and 2018, respectively

  4,553   (2,655

)

Reclassification adjustment for gain included in net income, net of tax of ($3) for the period ended March 31, 2019

  (9

)

  --- 

Other comprehensive income (loss), net of tax

  4,544   (2,655

)

Total Comprehensive Income

 $8,987  $641 

 

See accompanying notes to consolidated financial statements.

 

5

Table of Contents

 


 

National Bankshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive IncomeChanges in Stockholders’ Equity

Three Months Ended March 31, 20182019 and 20172018

(Unaudited)

 

  

March 31,

  

March 31,

 

(in thousands)

 

2018

  

2017

 

Net Income

 $3,296  $3,649 
         

Other Comprehensive Income (Loss), Net of Tax

        

Unrealized holding gain (loss) on available for sale securities net of tax of ($706) and $580 for the periods ended March 31, 2018 and 2017, respectively

  (2,655

)

  1,075 

Other comprehensive income (loss), net of tax

  (2,655

)

  1,075 

Total Comprehensive Income

 $641  $4,724 

 

(in thousands)

 

Common

Stock

  

Retained

Earnings

  

Accumulated

Other

Comprehensive

Loss

  

Total

 

Balances at December 31, 2017

 $8,698  $185,893  $(9,695

)

 $184,896 

Net income

  ---   3,296   ---   3,296 

Other comprehensive loss, net of tax of ($706)

  ---   ---   (2,655

)

  (2,655

)

Balances at March 31, 2018

 $8,698   189,189   (12,350

)

  185,537 
                 

Balances at December 31, 2018

 $8,698  $193,625  $(12,085

)

 $190,238 

Net income

  ---   4,443   ---   4,443 

Common stock repurchased, 452,400 shares

  (566

)

  (17,431

)

  ---   (17,997

)

Other comprehensive income, net of tax of $1,206

  ---   ---   4,544   4,544 

Balances at March 31, 2019

 $8,132  $180,637  $(7,541

)

 $181,228 

 

See accompanying notes to consolidated financial statements.

 

6

 


 

National Bankshares, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ EquityCash Flows

Three Months Ended March 31, 20182019 and 20172018

(Unaudited)

(in thousands)

 

Common

Stock

  

Retained

Earnings

  

Accumulated

Other

Comprehensive

Loss

  

Total

 

Balances at December 31, 2016

 $8,698  $178,224  $(8,659

)

 $178,263 

Net income

  ---   3,649   ---   3,649 

Other comprehensive income, net of tax of $580

  ---   ---   1,075   1,075 

Balances at March 31, 2017

 $8,698   181,873   (7,584

)

  182,987 
                 

Balances at December 31, 2017

 $8,698  $185,893  $(9,695

)

 $184,896 

Net income

  ---   3,296   ---   3,296 

Other comprehensive loss, net of tax of ($706)

  ---   ---   (2,655

)

  (2,655

)

Balances at March 31, 2018

 $8,698  $189,189  $(12,350

)

 $185,537 

  

March 31,

  

March 31,

 

(in thousands)

 

2019

  

2018

 

Cash Flows from Operating Activities

        

Net income

 $4,443  $3,296 

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

        

Provision for (recovery of) loan losses

  200   (472

)

Depreciation of bank premises and equipment

  173   203 

Amortization of intangibles

  ---   12 

Amortization of premiums and accretion of discounts, net

  14   15 

Gains on disposal of fixed assets

  (2

)

  --- 

Gain on sales and calls of securities available for sale, net

  (12

)

  --- 

Loss and write-down on other real estate owned, net

  5   76 

Increase in cash value of bank-owned life insurance

  (219

)

  (228

)

Origination of mortgage loans held for sale

  (2,604

)

  (2,486

)

Proceeds from sale of mortgage loans held for sale

  2,113   2,788 

Gain on sale of mortgage loans held for sale

  (39

)

  (42

)

Write-down of insurance receivable

  ---   1,724 

Net change in:

        

Accrued interest receivable

  (241

)

  (63

)

Other assets

  739   777 

Accrued interest payable

  51   (7

)

Other liabilities

  475   (69

)

Net cash provided by operating activities

  5,096   5,524 
         

Cash Flows from Investing Activities

        

Net change in interest-bearing deposits

  (9,890

)

  (25,338

)

Proceeds from calls, principal payments, sales and maturities of securities available for sale

  26,113   1,794 

Proceeds from calls, principal payments and maturities of securities held to maturity

  ---   4,238 

Purchase of securities available for sale

  ---   (10,973

)

Net change in restricted stock

  ---   (21

)

Purchase of loan participations

  (189

)

  (1,521

)

Collection of loan participations

  3,150   16 

Loan originations and principal collections, net

  (11,861

)

  10,772 

Proceeds from sale of other real estate owned

  22   --- 

Recoveries on loans charged off

  98   77 

Proceeds from sale and purchases of premises and equipment, net

  (355

)

  (102

)

Net cash provided by (used in) investing activities

  7,088   (21,058

)

Cash Flows from Financing Activities

        

Net change in time deposits

  8,055   (3,249

)

Net change in other deposits

  208   16,455 

Common stock repurchased

  (17,997

)

  --- 

Net cash (used in) provided by financing activities

  (9,734

)

  13,206 

Net change in cash and due from banks

  2,450   (2,328

)

Cash and due from banks at beginning of period

  12,882   12,926 

Cash and due from banks at end of period

 $15,332  $10,598 
         

Supplemental Disclosures of Cash Flow Information

        

Interest paid on deposits

 $1,742  $1,088 

Income taxes paid

  ---   --- 
         

Supplemental Disclosure of Noncash Activities

        

Loans charged against the allowance for loan losses

 $328  $139 

Loans transferred to other real estate owned

  ---   --- 

Unrealized net gain (loss) on securities available for sale

  5,750   (3,361

)

Increase in operating lease right-of-use asset upon adoption of ASU 2016-02

  684   --- 

Increase in operating lease liability upon adoption of ASU 2016-02

  684   --- 

 

See accompanying notes to consolidated financial statements.

 

7

 


National Bankshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Three Months Ended March 31, 2018 and 2017

(Unaudited)

  

March 31,

  

March 31,

 

(in thousands)

 

2018

  

2017

 

Cash Flows from Operating Activities

        

Net income

 $3,296  $3,649 

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

        

Provision for (recovery of) loan losses

  (472

)

  59 

Depreciation of bank premises and equipment

  203   204 

Amortization of intangibles

  12   31 

Amortization of premiums and accretion of discounts, net

  15   17 

Loss and write-down on other real estate owned, net

  76   8 

Increase in cash value of bank-owned life insurance

  (228

)

  (143

)

Originations of mortgage loans held for sale

  (2,486

)

  (2,771

)

Proceeds from sale of mortgage loans held for sale

  2,788   2,676 

Gain on sale of mortgage loans held for sale

  (42

)

  (35

)

Write-down of insurance receivable

  1,724   --- 

Net change in:

        

Accrued interest receivable

  (63

)

  (7

)

Other assets

  777   (1,570

)

Accrued interest payable

  (7

)

  (10

)

Other liabilities

  (69

)

  1,432 

Net cash provided by operating activities

  5,524   3,540 
         

Cash Flows from Investing Activities

        

Net change in interest-bearing deposits

  (25,338

)

  (5,284

)

Proceeds from calls, principal payments, sales and maturities of securities available for sale

  1,794   1,567 

Proceeds from calls, principal payments and maturities of securities held to maturity

  4,238   1,338 

Purchases of securities available for sale

  (10,973

)

  --- 

Net change in restricted stock

  (21

)

  (30

)

Purchases of loan participations

  (1,521

)

  (487

)

Collections of loan participations

  16   14 

Loan originations and principal collections, net

  10,772   (4,231

)

Proceeds from sales of other real estate owned

  ---   196 

Recoveries on loans charged off

  77   45 

Proceeds from sale and purchases of premises and equipment, net

  (102

)

  (26

)

Net cash used in investing activities

  (21,058

)

  (6,898

)

(continued)

8


Cash Flows from Financing Activities

        

Net change in time deposits

  (3,249

)

  (5,760

)

Net change in other deposits

  16,455   8,798 

Net cash provided by (used in) financing activities

  13,206

 

  3,038 

Net change in cash and due from banks

  (2,328

)

  (320

)

Cash and due from banks at beginning of period

  12,926   13,974 

Cash and due from banks at end of period

 $10,598  $13,654 
         

Supplemental Disclosures of Cash Flow Information

        

Interest paid on deposits and borrowed funds

 $1,088  $1,038 

Income taxes paid

  ---   --- 
         

Supplemental Disclosure of Noncash Activities

        

Loans charged against the allowance for loan losses

 $139  $143 

Loans transferred to other real estate owned

  ---   --- 

Unrealized net gain (loss) on securities available for sale

  (3,361

)

  1,655 

See accompanying notes to consolidated financial statements.

9


National Bankshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 20182019

(Unaudited)

 

$ in thousands, except per share data

 

 

Note 1: General

 

The consolidated financial statements of National Bankshares, Inc. (“NBI”) and its wholly-owned subsidiaries, The National Bank of Blacksburg (“NBB”) and National Bankshares Financial Services, Inc. (“NBFS”) (collectively, the “Company”), conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. The accompanying interim period consolidated financial statements are unaudited; however, in the opinion of management, all adjustments consisting of normal recurring adjustments, which are necessary for a fair presentation of the consolidated financial statements, have been included.  The results of operations for the three month period ended March 31, 2018 2019 are not necessarily indicative of results of operations for the full year or any other interim period.  The interim period consolidated financial statements and financial information included in this Form 10-Q10-Q should be read in conjunction with the notes to consolidated financial statements included in the Company’s 20172018 Form 10-K.10-K.  The Company posts all reports required to be filed under the Securities and Exchange Act of 1934 on its web site at www.nationalbankshares.com.www.nationalbankshares.com.

 

Accounting Standards Adopted in 20182019

 

ASU No.2014-09, “Revenue from Contracts with Customers” 2016-02, Leases (Topic 842)

In May 2014, February 2016, the FASB issued ASU No.2014-09, 2016-02, RevenueLeases (Topic 842).” Among other things, the standard requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee‘s obligation to make lease payments arising from Contracts with Customers.” The standard’s core principlea lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflectsrepresents the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies generally will be requiredlessee’s right to use, more judgment and make more estimates than under current guidance. These may include identifying performance obligationsor control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. For financial reporting purposes, the standard provides for a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the contract, estimatingfinancial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the amount of variable consideration to include in the transaction priceearliest comparative period presented. Lessees and allocating the transaction price to each separate performance obligation. lessors may not apply a full retrospective transition approach.

Subsequent to the issuance of ASU 2014-09,2016-02, the FASB issued targeted updates to clarify specific implementation issues including ASU No.2016-08, 2018-01, Principal versus Agent Considerations (Reporting Revenue Gross versus Net),Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842, ASU No.2016-10, 2018-10, Identifying Performance Obligations and Licensing,Codification Improvements to Topic 842, Leases, ASU No.2016-12, 2018-11, Leases (Topic 842): Targeted Improvements,” ASU No. 2018-20, “Leases (Topic 842): Narrow-Scope Improvements and Practical Expedients,for Lessors, and ASU No.2016-20 2019-01 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.Leases (Topic 842): Codification Improvements. For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to allOne of the periods presented, or modified retrospectiveamendments in ASU 2018-11 provides an additional (and optional) transition method to adopt the standard. If elected, an entity initially applies the new leases standard at the adoption meaning the standard is applied onlydate and recognizes a cumulative-effect adjustment to the most currentopening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with previous GAAP (Topic 840, Leases).

Upon adoption on January 1, 2019, the Company elected the prospective application approach provided by ASU 2018-11. There was no cumulative effect of initially applyingadjustment at adoption. The Company also elected certain practical expedients within the standard and did not reassess whether any expired or existing contracts are or contain leases, did not reassess the lease classification for any expired or existing leases and did not reassess any initial direct costs for existing leases. The Company evaluated its existing leases as of January 1, 2019 and recognized at the date of initial application.a right-of-use asset and lease liability for leases with a remaining term greater than 12 months. The Company also recognized a right-of-use asset and lease liability for leases that commenced after January 1, 2019.

 Since

ASU No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortizationon Purchased Callable Debt Securities

In March 2017, the guidance does not applyFASB issued ASU 2017‐08, “Receivables—Nonrefundable Fees and Other Costs (Subtopic 31020), Premium Amortization on Purchased Callable Debt Securities.” The amendments in this ASU shorten the amortization period for certain callable debt securities purchased at a premium. Premiums on qualifying callable debt securities will be amortized to revenue associatedthe earliest call date. Discounts on purchased debt securities will continue to be accreted to maturity. The ASU provided for adoption on a modified retrospective basis, with financial instruments, including loans and securities that are accounted for under other GAAP,a cumulative-effect adjustment to retained earnings as of the new guidancebeginning of the period of adoption. The Company adopted the ASU on January 1, 2019. Adoption did not have a material impact on revenue most closely associated with financial instruments, including interest income and expense. The Company completed its overall assessment of revenue streams and review of related contracts potentially affected by the ASU, including trust and asset management fees, deposit related fees, interchange fees, merchant income, bank-financed sales of other real estate owned and annuity and insurance commissions. Based on this assessment, the Company concluded that ASU 2014-09 did not materially change the method in which the Company currently recognizes revenue for these revenue streams. The Company also completed its evaluation of certain costs related to these revenue streams to determine whether such costs should be presented as expenses or contra-revenue (i.e., gross vs. net). Based on its evaluation, the Company determined that the classification of certain debit and credit card related costs should change (i.e., costs previously recorded as expense is now recorded as contra-revenue). The Company identified $654 previously presented as credit card processing expense at March 31, 2017 and reclassified it to net against credit card fee income. The Company adopted ASU 2014-09 and its related amendments on its required effective date of January 1, 2018 utilizing the full retrospective approach. Thereno cumulative effect adjustment was no impact to net income.  Consistent with the full retrospective approach, the Company adjusted prior period amounts for the debit and credit card costs reclassifications noted above.recorded.

 

ASU No.2016-01, “Recognition and Measurement

                In January 2016, the FASB issued ASU No.2016-01,“Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments by making targeted improvements to GAAP.  The provisions of the ASU that apply to the Company are as follows: (1) require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer; (2) simplify the impairment 

assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; (3) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (4) require use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (5) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (6) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The adoption of ASU No.2016-01 on January 1, 2018 did not have a material impact on the Company’s Consolidated Financial Statements. In accordance with (4) above, the Company measured the fair value of its loan portfolio and time deposit portfolio as of March 31, 2018 using an exit price notion (see Note 14Fair Value of Assets and Liabilities).

ASU No.2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”

                In March 2017, the FASB issued ASU No.2017-07,“Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” Under the new guidance, employers are required to present the service cost component of the net periodic benefit cost in the same income statement line item (e.g., Salaries and Employee Benefits) as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. Employers will present the other components of net periodic benefit cost separately (e.g., Other Noninterest Expense) from the line item that includes the service cost. ASU No.2017-07 is effective for interim and annual reporting periods beginning after December 15, 2017. Employers will apply the guidance on the presentation of the components of net periodic benefit cost in the income statement retrospectively. The guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component will be applied prospectively. The Company adopted ASU No.2017-07 on January 1, 2018 and utilized the ASU’s practical expedient allowing entities to estimate amounts for comparative periods using the information previously disclosed in their pension and other postretirement benefit plan footnote and re-classified non-servicing components of net periodic pension cost from compensation expense to other noninterest expense. ASU No.2017-07 did not have a material impact on the Company’s Consolidated Financial Statements.

Reclassifications

                In addition to reclassifications resulting from adoption of new accounting guidance, certain reclassifications have been made to prior period balances to conform to the current year presentations. Prior to June 2017, the Company reported certain IRA accounts in interest-bearing demand deposit accounts and in time deposits.  During 2017, the Company re-classified the accounts as savings accounts.  In order to provide comparability to prior periods, deposits have been adjusted to reflect the reclassification in each year reported. 

 

Note 2:     Loan Portfolio

 

The loan portfolio, excluding loans held for sale, was comprised of the following.

 

  

March 31,

2018

  

December 31,

2017

 

Real estate construction

 $32,081  $34,694 

Consumer real estate

  167,428   166,965 

Commercial real estate

  333,365   340,414 

Commercial non real estate

  42,076   40,518 

Public sector and IDA

  51,091   51,443 

Consumer non real estate

  33,211   34,648 

Gross loans

  659,252   668,682 

Less unearned income and deferred fees and costs

  (589

)

  (613

)

Loans, net of unearned income and deferred fees and costs

 $658,663  $668,069 

  

March 31,

2019

  

December 31,

2018

 

Real estate construction

 $41,156  $37,845 

Consumer real estate

  176,846   175,456 

Commercial real estate

  361,569   353,546 

Commercial non real estate

  45,312   46,535 

Public sector and IDA

  61,075   60,777 

Consumer non real estate

  32,998   36,238 

Gross loans

  718,956   710,397 

Less unearned income and deferred fees and costs

  (585

)

  (598

)

Loans, net of unearned income and deferred fees and costs

 $718,371  $709,799 

 

 

Note 3:     Allowance for Loan Losses, Nonperforming Assets and Impaired Loans

 

The allowance for loan losses methodology incorporates individual evaluation of impaired loans and collective evaluation of groups of non-impaired loans. The Company performs ongoing analysis of the loan portfolio to determine credit quality and to identify impaired loans. Credit quality is rated based on the loan’s payment history, the borrower’s current financial situation and value of the underlying collateral.

 

Impaired Loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due will not be collected when due according to the contractual terms of the loan agreement. Impaired loans are those loans that have been modified in a troubled debt restructure (“TDR” or “restructure”) and larger, usually non-homogeneous loans that are in nonaccrual or exhibit payment history or financial status that indicate that collection probably will not occur when due according to the loan’s terms. Generally, impaired loans are given risk ratings that indicate higher risk, such as “classified” or “other assets especially mentioned.“special mention.” Impaired loans are individually evaluated to determine appropriate reserves and are measured at the lower of the invested amount or the fair value. Impaired loans that are not troubled debt restructures and for which fair value measurement indicates an impairment loss are designated nonaccrual. A restructured loan that maintains current status for at least six months may be in accrual status. Please refer to the Company’s 2018 Form 10-K, Note 1: Summary of Significant Accounting Policies for additional information on evaluation of impaired loans and associated specific reserves, and policies regarding nonaccruals, past due status and charge-offs.


Troubled debt restructurings impact the estimation of the appropriate level of the allowance for loan losses. If the restructuring included forgiveness of a portion of principal or accrued interest, the charge-off is included in the historical charge-off rates applied to the collective evaluation methodology. Restructured loans are individually evaluated for impairment, and the amount of a restructured loan’s book value in excess of its fair value is accrued as a specific allocation in the allowance for loan losses. TDRs that experienceIf a TDR loan payment default areexceeds 90 days past due, it is examined to determine whether the defaultlate payment indicates collateral dependency or cash flows below those that were used in the fair value measurement. TDRs, as well as all impaired loans, that are determined to be collateral dependent are charged down to fair value. Deficiencies indicated by impairment measurements for TDRs that are not collateral dependent may be accrued in the allowance for loan losses or charged off if deemed uncollectible.

 

Collectively-Evaluated Loans

The Company evaluated characteristics in the loan portfolio and determined major segments and smaller classes within each segment. These characteristics include collateral type, repayment sources, and (if applicable) the borrower’s business model. The methodology for calculating reserves for collectively-evaluated loans is applied at the class level.

 

Portfolio Segments and Classes

The segments and classes used in determining the allowance for loan losses are as follows.

Real Estate Construction

Construction, residential

Construction, other

 

Consumer Real Estate

Equity lines

Residential closed-end first liens

Residential closed-end junior liens

Investor-owned residential real estate

 

Commercial Real Estate

Multifamily real estate

Commercial real estate, owner-occupied

Commercial real estate, other

Commercial Non Real Estate

Commercial and industrial

 

Public Sector and IDA

Public sector and IDA

 

Consumer Non Real Estate

Credit cards

Automobile

Other consumer loans

 

Historical Loss Rates

The Company’s allowance methodology for collectively-evaluated loans applies historical loss rates by class to current class balances as part of the process of determining required reserves. Class loss rates are calculated as the net charge-offs for the class as a percentage of average class balance. The Company averages loss rates for the most recent 8 quarters to determine the historical loss rate for each class.

Two loss rates for each class are calculated: total net charge-offs for the class as a percentage of average class loan balance (“class loss rate”), and total net charge-offs for the class as a percentage of average classified loans in the class (“classified loss rate”). Classified loans are those with risk ratings of “substandard” or lower. Net charge-offs in both calculations include charge-offs and recoveries of classified and non-classified loans as well as those associated with impaired loans. Class historical loss rates are applied to non-classified loan balances at the reporting date, and classified historical loss rates are applied to classified balances at the reporting date.

 

Risk Factors

In addition to historical loss rates, risk factors pertinent to credit risk for each class are analyzed to estimate reserves for collectively-evaluated loans. Factors include changes in national and local economic and business conditions, the nature and volume of classes within the portfolio, loan quality, loan officers’ experience, lending policies and the Company’s loan review system.

The analysis of certain factors results in standard allocations to all segments and classes. These factors include the risk from changes in lending policies, loan officers’ average years of experience, unemployment levels, bankruptcy rates, interest rate environment, and competition/legal/regulatory environments. Factors analyzed for each class, with resultant allocations based upon the level of risk assessed for each class, include the risk from changes in loan review, levels of past due loans, levels of nonaccrual loans, current class balance as a percentage of total loans, and the percentage of high risk loans within the class. Additionally, factors specific to each segment are analyzed and result in allocations to the segment. Please refer to Note 1: Summary of Significant Accounting Policies of Form 10-K for a discussion of risk factors pertinent to each class.

Real estate construction loans are subject to general risks from changing commercial building and housing market trends and economic conditions that may impact demand for completed properties and the costs of completion. These risks are measured by market-area unemployment rates, bankruptcy rates, building market trends, and interest rates.

The credit quality of consumer real estate is subject to risks associated with the borrower’s repayment ability and collateral value, measured generally by analyzing local unemployment and bankruptcy trends, local housing market trends, and interest rates.


The commercial real estate segment includes loans secured by multifamily residential real estate, commercial real estate occupied by the owner/borrower, and commercial real estate leased to non-owners. Loans in the commercial real estate segment are impacted by economic risks from changing commercial real estate markets, rental markets for multi-family housing and commercial buildings, business bankruptcy rates, local unemployment and interest rate trends that would impact the businesses housed by the commercial real estate.

Commercial non real estate loans are secured by collateral other than real estate, or are unsecured. Credit risk for commercial non real estate loans is subject to economic conditions, generally monitored by local business bankruptcy trends, and interest rates.

Public sector and IDA loans are extended to municipalities and related entities. Credit risk is based upon the entity’s ability to repay and interest rate trends.

Consumer non real estate includes credit cards, automobile and other consumer loans. Credit cards and certain other consumer loans are unsecured, while collateral is obtained for automobile loans and other consumer loans. Credit risk stems primarily from the borrower’s ability to repay, measured by average unemployment, average personal bankruptcy rates and interest rates.

Factor allocations applied to each class are increased for loans rated special mention and increased to a greater extent for loans rated classified. The Company allocates additional reserves for “high risk” loans. High risk loans include junior liens, interest only and high loan to value loans.

A detailed analysis showing the allowance roll-forward by portfolio segment and related loan balance by segment follows.

 

  

Activity in the Allowance for Loan Losses for the Three Months Ended March 31, 2018

 
  

Real Estate Construction

  

Consumer Real Estate

  

Commercial Real Estate

  

Commercial Non Real Estate

  

Public Sector and IDA

  

Consumer Non Real Estate

  

Unallocated

  

Total

 

Balance, December 31, 2017

 $337  $2,027  $3,044  $1,072  $419  $707  $319  $7,925 

Charge-offs

  ---   ---   ---   ---   ---   (139

)

  ---   (139

)

Recoveries

  ---   ---   12   7   ---   58   ---   77 

Provision for (recovery of) loan losses

  (42

)

  (98

)

  (266

)

  (163

)

  13   54   30   (472

)

Balance, March 31, 2018

 $295  $1,929  $2,790  $916  $432  $680  $349  $7,391 

  Activity in the Allowance for Loan Losses for the Three Months Ended March 31, 2019 
  

Real Estate Construction

  

Consumer

Real Estate

  

Commercial

Real Estate

  

Commercial

Non Real

Estate

  

Public

Sector and

IDA

  

Consumer Non

Real Estate

  

Unallocated

  

Total

 

Balance, December 31, 2018

 $398  $2,049  $2,798  $602  $583  $750  $210  $7,390 

Charge-offs

  ---   (16

)

  (150

)

  ---   ---   (162

)

  ---   (328

)

Recoveries

  ---   ---   12   ---   ---   86   ---   98 

Provision for (recovery of) loan losses

  70   58   327   (27

)

  (58

)

  ---   (170

)

  200 

Balance, March 31, 2019

 $468  $2,091  $2,987  $575  $525  $674  $40  $7,360 

 

  

Activity in the Allowance for Loan Losses for the Three Months Ended March 31, 2017

 
  

Real Estate Construction

  

Consumer Real Estate

  

Commercial Real Estate

  

Commercial Non Real Estate

  

Public Sector and IDA

  

Consumer Non Real Estate

  

Unallocated

  

Total

 

Balance, December 31, 2016

 $438  $1,830  $3,738  $1,063  $330  $644  $257  $8,300 

Charge-offs

  ---   ---   (30

)

  ---   ---   (113

)

  ---   (143

)

Recoveries

  ---   ---   12   4   ---   29   ---   45 

Provision for (recovery of) loan losses

  (61

)

  (84

)

  (103

)

  75   87   56   89   59 

Balance, March 31, 2017

 $377  $1,746  $3,617  $1,142  $417  $616  $346  $8,261 

  

Activity in the Allowance for Loan Losses for the Three Months Ended March 31, 2018

 
  

Real Estate Construction

  

Consumer Real Estate

  

Commercial

Real Estate

  

Commercial

Non Real

Estate

  

Public

Sector and

IDA

  

Consumer Non

Real Estate

  

Unallocated

  

Total

 

Balance, December 31, 2017

 $337  $2,027  $3,044  $1,072  $419  $707  $319  $7,925 

Charge-offs

  ---   ---   ---   ---   ---   (139

)

  ---   (139

)

Recoveries

  ---   ---   12   7   ---   58   ---   77 

Provision for (recovery of) loan losses

  (42

)

  (98

)

  (266

)

  (163

)

  13   54   30   (472

)

Balance, March 31, 2018

 $295  $1,929  $2,790  $916  $432  $680  $349  $7,391 

 

 

Activity in the Allowance for Loan Losses for the Year Ended December 31, 2017

  

Activity in the Allowance for Loan Losses for the Year Ended December 31, 2018

 
 

Real Estate Construction

  

Consumer Real Estate

  

Commercial Real Estate

  

Commercial Non Real Estate

  

Public Sector and IDA

  

Consumer Non Real Estate

  

Unallocated

  

Total

  

Real Estate Construction

  

Consumer Real Estate

  

Commercial

Real Estate

  

Commercial

Non Real

Estate

  

Public

Sector and

IDA

  

Consumer Non

Real Estate

  

Unallocated

  

Total

 

Balance, December 31, 2016

 $438  $1,830  $3,738  $1,063  $330  $644  $257  $8,300 

Balance, December 31, 2017

 $337  $2,027  $3,044  $1,072  $419  $707  $319  $7,925 

Charge-offs

  ---   (146

)

  (139

)

  (82

)

  ---   (452

)

  ---   (819

)

  ---   (38

)

  ---   (107

)

  ---   (544

)

  ---   (689

)

Recoveries

  ---   1   131   23   ---   132   ---   287   ---   3   49   22   ---   161   ---   235 

Provision for (recovery of) loan losses

  (101

)

  342   (686

)

  68   89   383   62   157   61   57   (295

)

  (385

)

  164   426   (109

)

  (81

)

Balance, December 31, 2017

 $337  $2,027  $3,044  $1,072  $419  $707  $319  $7,925 

Balance, December 31, 2018

 $398  $2,049  $2,798  $602  $583  $750  $210  $7,390 

 

  

Allowance for Loan Losses as of March 31, 2019

 
  

Real Estate Construction

  

Consumer

Real Estate

  

Commercial

Real Estate

  

Commercial

Non Real

Estate

  

Public

Sector and

IDA

  

Consumer Non

Real Estate

  

Unallocated

  

Total

 

Individually evaluated for impairment

 $---  $3  $---  $129  $---  $---  $---  $132 

Collectively evaluated for impairment

  468   2,088   2,987   446   525   674   40   7,228 

Total

 $468  $2,091  $2,987  $575  $525  $674  $40  $7,360 

 

1211

 


  

Allowance for Loan Losses as of March 31, 2018

 
  

Real Estate Construction

  

Consumer Real Estate

  

Commercial Real Estate

  

Commercial Non Real Estate

  

Public Sector and IDA

  

Consumer Non Real Estate

  

Unallocated

  

Total

 

Individually evaluated for impairment

 $---  $15  $---  $153  $---  $1  $---  $169 

Collectively evaluated for impairment

  295   1,914   2,790   763   432   679   349   7,222 

Total

 $295  $1,929  $2,790  $916  $432  $680  $349  $7,391 

  

Allowance for Loan Losses as of December 31, 2018

 
  

Real Estate Construction

  

Consumer

Real Estate

  

Commercial

Real Estate

  

Commercial

Non Real

Estate

  

Public

Sector and

IDA

  

Consumer

Non Real

Estate

  

Unallocated

  

Total

 

Individually evaluated for impairment

 $---  $4  $---  $135  $---  $---  $---  $139 

Collectively evaluated for impairment

  398   2,045   2,798   467   583   750   210   7,251 

Total

 $398  $2,049  $2,798  $602  $583  $750  $210  $7,390 

 

  

Allowance for Loan Losses as of December 31, 2017

 
  

Real Estate Construction

  

Consumer Real Estate

  

Commercial Real Estate

  

Commercial Non Real Estate

  

Public Sector and IDA

  

Consumer Non Real Estate

  

Unallocated

  

Total

 

Individually evaluated for impairment

 $---  $16  $---  $160  $---  $1  $---  $177 

Collectively evaluated for impairment

  337   2,011   3,044   912   419   706   319   7,748 

Total

 $337  $2,027  $3,044  $1,072  $419  $707  $319  $7,925 

  

Loans as of March 31, 2019

 
  

Real Estate Construction

  

Consumer

Real Estate

  

Commercial

Real Estate

  

Commercial

Non Real

Estate

  

Public

Sector and

IDA

  

Consumer

Non Real

Estate

  

Unallocated

  

Total

 

Individually evaluated for impairment

 $---  $1,187  $4,151  $989  $---  $10  $---  $6,337 

Collectively evaluated for impairment

  41,156   175,659   357,418   44,323   61,075   32,988   ---   712,619 

Total

 $41,156  $176,846  $361,569  $45,312  $61,075  $32,998  $---  $718,956 

 

  

Loans as of March 31, 2018

 
  

Real Estate Construction

  

Consumer Real Estate

  

Commercial Real Estate

  

Commercial Non Real Estate

  

Public Sector and IDA

  

Consumer Non Real Estate

  

Unallocated

  

Total

 

Individually evaluated for impairment

 $2,817  $1,155  $6,479  $1,203  $---  $27  $---  $11,681 

Collectively evaluated for impairment

  29,264   166,273   326,886   40,873   51,091   33,184   ---   647,571 

Total

 $32,081  $167,428  $333,365  $42,076  $51,091  $33,211  $---  $659,252 

  

Loans as of December 31, 2018

 
  

Real Estate Construction

  

Consumer

Real Estate

  

Commercial

Real Estate

  

Commercial

Non Real

Estate

  

Public

Sector and

IDA

  

Consumer

Non Real

Estate

  

Unallocated

  

Total

 

Individually evaluated for impairment

 $---  $1,452  $4,340  $1,015  $---  $13  $---  $6,820 

Collectively evaluated for impairment

  37,845   174,004   349,206   45,520   60,777   36,225   ---   703,577 

Total

 $37,845  $175,456  $353,546  $46,535  $60,777  $36,238  $---  $710,397 

  

Loans as of December 31, 2017

 
  

Real Estate Construction

  

Consumer Real Estate

  

Commercial Real Estate

  

Commercial Non Real Estate

  

Public Sector and IDA

  

Consumer Non Real Estate

  

Unallocated

  

Total

 

Individually evaluated for impairment

 $2,882  $1,267  $6,516  $1,229  $---  $30  $---  $11,924 

Collectively evaluated for impairment

  31,812   165,698   333,898   39,289   51,443   34,618   ---   656,758 

Total

 $34,694  $166,965  $340,414  $40,518  $51,443  $34,648  $---  $668,682 

13


 

A summary of ratios for the allowance for loan losses follows.

 

  

As of and for the

 
  

Three Months Ended

March 31,

  

Year Ended

December 31,

 
  

2018

  

2017

  

2017

 

Ratio of allowance for loan losses to the end of period loans, net of unearned income and deferred fees and costs

  1.12

%

  1.27

%

  1.19

%

Ratio of net charge-offs to average loans, net of unearned income and deferred fees and costs(1)

  0.04

%

  0.06

%

  0.08

%

  

As of and for the

 
  

Three Months

Ended

March 31,

  

Year Ended

December 31,

 
  

2019

  

2018

  

2018

 

Ratio of allowance for loan losses to the end of period loans, net of unearned income and deferred fees and costs

  1.02

%

  1.12

%

  1.04

%

Ratio of net charge-offs to average loans, net of unearned income and deferred fees and costs(1)

  0.13

%

  0.04

%

  0.07

%

 

(1)(1)

Net charge-offs are on an annualized basis.

 

12

A summary of nonperforming assets follows.

 

  

March 31,

  

December 31,

 
  

2018

  

2017

  

2017

 

Nonperforming assets:

            

Nonaccrual loans

 $6  $1,040  $6 

Restructured loans in nonaccrual

  2,758   4,640   2,763 

Total nonperforming loans

  2,764   5,680   2,769 

Other real estate owned, net

  2,741   2,952   2,817 

Total nonperforming assets

 $5,505  $8,632  $5,586 

Ratio of nonperforming assets to loans, net of unearned income and deferred fees and costs, plus other real estate owned

  0.83

%

  1.32

%

  0.83

%

Ratio of allowance for loan losses to nonperforming loans(1)

  267.40

%

  145.44

%

  286.20

%

  

March 31,

  

December 31,

 
  

2019

  

2018

  

2018

 

Nonperforming assets:

            

Nonaccrual loans

 $294  $6  $311 

Restructured loans in nonaccrual

  3,440   2,758   3,109 

Total nonperforming loans

  3,734   2,764   3,420 

Other real estate owned, net

  2,025   2,741   2,052 

Total nonperforming assets

 $5,759  $5,505  $5,472 

Ratio of nonperforming assets to loans, net of unearned income and deferred fees and costs, plus other real estate owned

  0.80

%

  0.83

%

  0.77

%

Ratio of allowance for loan losses to nonperforming loans(1)

  197.11

%

  267.40

%

  216.08

%

 

(1)(1)

The Company defines nonperforming loans as nonaccrual loans and restructured loans that are nonaccrual. Nonperforming loans do not include loans 90 days past due and still accruing or accruing restructured loans.

 

A summary of loans past due 90 days or more and impaired loans follows.

 

  

March 31,

  

December 31,

 
  

2018

  

2017

  

2017

 

Loans past due 90 days or more and still accruing

 $52  $63  $51 

Ratio of loans past due 90 days or more and still accruing to loans, net of unearned income and deferred fees and costs

  0.01

%

  0.01

%

  0.01

%

Accruing restructured loans

 $7,890  $3,747  $5,134 

Impaired loans:

            

Impaired loans with no valuation allowance

 $10,233  $8,172  $10,444 

Impaired loans with a valuation allowance

  1,448   894   1,480 

Total impaired loans

 $11,681  $9,066  $11,924 

Valuation allowance

  (169

)

  (25

)

  (177

)

Impaired loans, net of allowance

 $11,512  $9,041  $11,747 

Average recorded investment in impaired loans(1)

 $11,754  $9,123  $13,344 

Interest income recognized on impaired loans, after designation as impaired

 $120  $67  $528 

Amount of income recognized on a cash basis

 $---  $---  $--- 

  

March 31,

  

December 31,

 
  

2019

  

2018

  

2018

 

Loans past due 90 days or more and still accruing

 $55  $52�� $35 

Ratio of loans past due 90 days or more and still accruing to loans, net of unearned income and deferred fees and costs

  0.01

%

  0.01

%

  0.00

%

Accruing restructured loans

 $1,995  $7,890  $2,552 

Impaired loans:

            

Impaired loans with no valuation allowance

 $5,212  $10,233  $5,667 

Impaired loans with a valuation allowance

  1,125   1,448   1,153 

Total impaired loans

 $6,337  $11,681  $6,820 

Valuation allowance

  (132

)

  (169

)

  (139

)

Impaired loans, net of allowance

 $6,205  $11,512  $6,681 

Average recorded investment in impaired loans(1)

 $6,597  $11,754  $9,788 

Interest income recognized on impaired loans, after designation as impaired

 $49  $120  $250 

Amount of income recognized on a cash basis

 $---  $---  $--- 

 

(1)

(1)

Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

14


 

Nonaccrual loan relationships that meet the Company’s balance threshold of $250$250 and all TDRs are designated as impaired. The Company also designates as impaired other loan relationships that meet the Company’s balance threshold of $250$250 and for which the Company does not expect to collect according to the note’s contractual terms. No interest income was recognized on nonaccrual loans for the three months ended March 31, 2019 or March 31, 2018 or March 31, 2017 or for the year ended December 31, 2017.2018.

13

 

A detailed analysis of investment in impaired loans and associated reserves, and interest income recognized, segregated by loan class follows.     

 

  

Impaired Loans as of March 31, 2018

 
  

Principal

Balance

  

Total

Recorded

Investment(1)

  

Recorded

Investment(1) for Which There is No Related Allowance

  

Recorded Investment(1) for Which There is a Related Allowance

  

Related

Allowance

 

Real Estate Construction(2)

                    

Construction, other

 $2,817  $2,817  $2,817  $---  $--- 

Consumer Real Estate(2)

                    

Residential closed-end first liens

  706   664   487   177   10 

Residential closed-end junior liens

  168   168   ---   168   5 

Investor-owned residential real estate

  344   323   323   ---   --- 

Commercial Real Estate(2)

                    

Multifamily

  300   300   300   ---   --- 

Commercial real estate, owner-occupied

  3,586   3,577   3,577   ---   --- 

Commercial real estate, other

  2,921   2,602   2,602   ---   --- 

Commercial Non Real Estate(2)

                    

Commercial and industrial

  1,211   1,203   123   1,080   153 

Consumer Non Real Estate(2)

                    

Automobile

  27   27   4   23   1 

Total

 $12,080  $11,681  $10,233  $1,448  $169 

  

Impaired Loans as of March 31, 2019

 
  

Principal

Balance

  

Total

Recorded

Investment(1)

  

Recorded

Investment(1)

for Which There is No

Related Allowance

  

Recorded

Investment(1) for

Which There is a

Related Allowance

  

Related

Allowance

 

Consumer Real Estate(2)

                    

Residential closed-end first liens

 $493  $478  $478  $---  $--- 

Residential closed-end junior liens

  139   139   ---   139   3 

Investor-owned residential real estate

  580   570   570   ---   --- 

Commercial Real Estate(2)

                    

Multifamily

  476   469   469   ---   --- 

Commercial real estate, owner-occupied

  1,201   1,199   1,199   ---   --- 

Commercial real estate, other

  2,867   2,483   2,483   ---   --- 

Commercial Non Real Estate(2)

                    

Commercial and industrial

  993   989   3   986   129 

Consumer Non Real Estate(2)

                    

Automobile

  10   10   10   ---   --- 

Total

 $6,759  $6,337  $5,212  $1,125  $132 

 

(1)Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

(2)     Only classes with impaired loans are shown.

  

Impaired Loans as of December 31, 2018

 
  

Principal

Balance

  

Total

Recorded

Investment(1)

  

Recorded

Investment(1)

for Which There is No

Related Allowance

  

Recorded

Investment(1) for

Which There is a

Related Allowance

  

Related

Allowance

 

Consumer Real Estate(2)

                    

Residential closed-end first liens

 $728  $719  $719  $---  $--- 

Residential closed-end junior liens

  144   143   ---   143   4 

Investor-owned residential real estate

  593   590   590   ---   --- 

Commercial Real Estate(2)

                    

Multifamily real estate

  485   483   483   ---   --- 

Commercial real estate, owner occupied

  1,363   1,363   1,363   ---   --- 

Commercial real estate, other

  2,867   2,494   2,494   ---   --- 

Commercial Non Real Estate(2)

                    

Commercial and industrial

  1,018   1,015   5   1,010   135 

Consumer Non Real Estate(2)

                    

Automobile

  13   13   13   ---   --- 

Total

 $7,211  $6,820  $5,667  $1,153  $139 

(1)(1)

Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

(2)(2)

Only classes with impaired loans are shown.

1514


  

Impaired Loans as of December 31, 2017

 
  

Principal

Balance

  

Total

Recorded

Investment(1)

  

Recorded Investment(1) for Which There is No

Related Allowance

  

Recorded Investment(1) for Which There is a Related Allowance

  

Related

Allowance

 

Real Estate Construction(2)

                    

Construction 1-4 family residential

 $2,882  $2,882  $2,882  $---  $--- 

Consumer Real Estate(2)

                    

Residential closed-end first liens

  807   768   590   178   10 

Residential closed-end junior liens

  174   174   ---   174   6 

Investor-owned residential real estate

  347   325   325   ---   --- 

Commercial Real Estate(2)

                    

Multifamily real estate

  303   303   303   ---   --- 

Commercial real estate, owner occupied

  3,619   3,611   3,611   ---   --- 

Commercial real estate, other

  2,921   2,602   2,602   ---   --- 

Commercial Non Real Estate(2)

                    

Commercial and industrial

  1,236   1,229   126   1,103   160 

Consumer Non Real Estate(2)

                    

Automobile

  30   30   5   25   1 

Total

 $12,319  $11,924  $10,444  $1,480  $177 

(1)

Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

(2)

Only classes with impaired loans are shown.

 

The following tables show the average recorded investment and interest income recognized for impaired loans.

 

  

For the Three Months Ended

March 31, 2018

 
  

Average Recorded Investment(1)

  

Interest Income Recognized

 

Real Estate Construction(2)

        

Construction 1-4 family residential

 $839  $38 

Consumer Real Estate(2)

        

Residential closed-end first liens

  3,387   10 

Residential closed-end junior liens

  253   3 

Investor-owned residential real estate

  323   4 

Commercial Real Estate(2)

        

Multifamily real estate

  372   4 

Commercial real estate, owner occupied

  2,648   50 

Commercial real estate, other

  2,384   --- 

Commercial Non Real Estate(2)

        

Commercial and industrial

  939   11 

Consumer Non Real Estate(2)

        

Automobile

  609   --- 

Total

 $11,754  $120 

  

For the Three Months Ended

March 31, 2019

 
  

Average

Recorded

Investment(1)

  

Interest

Income

Recognized

 

Consumer Real Estate(2)

        

Residential closed-end first liens

 $710  $9 

Residential closed-end junior liens

  142   2 

Investor-owned residential real estate

  570   9 

Commercial Real Estate(2)

        

Multifamily real estate

  471   7 

Commercial real estate, owner occupied

  1,207   5 

Commercial real estate, other

  2,484   11 

Commercial Non Real Estate(2)

        

Commercial and industrial

  1,002   6 

Consumer Non Real Estate(2)

        

Automobile

  11   --- 

Total

 $6,597  $49 

 

(1)

Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

(2)

(1)Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

(2)     Only classes with impaired loans are shown.

  

For the Three Months Ended

March 31, 2018

 
  

Average

Recorded

Investment(1)

  

Interest

Income

Recognized

 

Real Estate Construction(2)

        

Construction 1-4 family residential

 $839  $38 

Consumer Real Estate(2)

        

Residential closed-end first liens

  3,387   10 

Residential closed-end junior liens

  253   3 

Investor-owned residential real estate

  323   4 

Commercial Real Estate(2)

        

Multifamily real estate

  372   4 

Commercial real estate, owner occupied

  2,648   50 

Commercial real estate, other

  2,384   --- 

Commercial Non Real Estate(2)

        

Commercial and industrial

  939   11 

Consumer Non Real Estate

        

Automobile

  609   --- 

Total

 $11,754  $120 

(1)     Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

(2)Only classes with impaired loans are shown.

 

1615

 


  

For the Year Ended

December 31, 2018

 
  

Average

Recorded

Investment(1)

  

Interest

Income

Recognized

 

Consumer Real Estate(2)

        

Residential closed-end first liens

 $1,202  $41 

Residential closed-end junior liens

  159   9 

Investor-owned residential real estate

  808   23 

Commercial Real Estate(2)

        

Multifamily real estate

  491   20 

Commercial real estate, owner occupied

  3,038   75 

Commercial real estate, other

  2,744   54 

Commercial Non Real Estate(2)

        

Commercial and industrial

  1,326   27 

Consumer Non Real Estate(2)

        

Automobile

  20   1 

Total

 $9,788  $250 

 

(1)     Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

  

For the Three Months Ended

March 31, 2017

 
  

Average Recorded

Investment(1)

  

Interest Income

Recognized

 

Real Estate Construction(2)

        

Construction 1-4 family residential

 $267  $3 

Consumer Real Estate(2)

        

Residential closed-end first liens

  606   9 

Residential closed-end junior liens

  193   3 

Investor-owned residential real estate

  73   1 

Commercial Real Estate(2)

        

Multifamily real estate

  1,091   --- 

Commercial real estate, owner occupied

  3,945   32 

Commercial real estate, other

  2,708   17 

Commercial Non Real Estate(2)

        

Commercial and industrial

  237   2 

Consumer Non Real Estate

        

Automobile

  3   --- 

Total

 $9,123  $67 

(1)

Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

(2)

(2)Only classes with impaired loans are shown.

  

For the Year Ended

December 31, 2017

 
  

Average Recorded Investment(1)

  

Interest Income Recognized

 

Real Estate Construction(2)

        

Construction 1-4 family residential

 $3,298  $177 

Consumer Real Estate(2)

        

Residential closed-end first liens

  781   57 

Residential closed-end junior liens

  185   11 

Investor-owned residential real estate

  329   1 

Commercial Real Estate(2)

        

Multifamily real estate

  748   16 

Commercial real estate, owner occupied

  4,047   200 

Commercial real estate, other

  2,638   --- 

Commercial Non Real Estate(2)

        

Commercial and industrial

  1,282   64 

Consumer Non Real Estate(2)

        

Automobile

  36   2 

Total

 $13,344  $528 

(1)

Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

(2)

Only classes with impaired loans are shown.

 

The Company reviews nonaccrual loans on an individual loan basis to determine whether future payments are reasonably assured. To satisfy this criteria, the Company’s evaluation must determine that the underlying cause of the original delinquency or weakness that indicated nonaccrual status has been resolved, such as receipt of new guarantees, increased cash flows that cover the debt service or other resolution. Nonaccrual loans that demonstrate reasonable assurance of future payments and that have made at least six consecutive payments in accordance with repayment terms and timeframes may be returned to accrual status.

17


 

An analysis of past due and nonaccrual loans follows.

 

March 31, 2018

                
  

30 – 89 Days

Past Due and

Accruing

  

90 or More

Days Past Due

  

90 or More Days

Past Due and

Accruing

  

Nonaccruals(2)

 

Consumer Real Estate(1)

                

Residential closed-end first liens

  780   ---   ---   142 

Residential closed-end junior liens

  168   ---   ---   --- 

Investor-owned residential real estate

  ---   5   ---   6 

Commercial Real Estate(1)

                

Multifamily real estate

  498   ---   ---   --- 

Commercial real estate, owner-occupied

  394   ---   ---   --- 

Commercial real estate, other

  ---   2,602   ---   2,602 

Commercial Non Real Estate(1)

                

Commercial and industrial

  260   20   20   13 

Consumer Non Real Estate(1)

                

Credit cards

  7   11   11   --- 

Automobile

  322   1   1   1 

Other consumer loans

  73   20   20   --- 

Total

 $2,502  $2,659  $52  $2,764 

March 31, 2019

                
  

30 – 89 Days

Past Due and

Accruing

  

90 or More

Days Past Due

  

90 or More Days

Past Due and

Accruing

  

Nonaccruals(2)

 

Real Estate Construction(1)

                

Construction, other

 $20  $---  $---  $--- 

Consumer Real Estate(1)

                

Residential closed-end first liens

  1,225   41   19   270 

Residential closed-end junior liens

  176   ---   ---   --- 

Investor-owned residential real estate

  ---   240   ---   240 

Commercial Real Estate(1)

                

Multifamily real estate

  ---   ---   ---   181 

Commercial real estate, owner-occupied

  ---   262   ---   560 

Commercial real estate, other

  ---   ---   ---   2,483 

Commercial Non Real Estate(1)

                

Commercial and industrial

  91   1   1   --- 

Consumer Non Real Estate(1)

                

Credit cards

  6   3   3   --- 

Automobile

  261   31   31   --- 

Other consumer loans

  43   1   1   --- 

Total

 $1,822  $579  $55  $3,734 

 

(1)

Only classes with past-due or nonaccrual loans are shown.

(2)

(1)     Only classes with past-due or nonaccrual loans are shown.

(2)Includes current and past due loans in nonaccrual status. Includes impaired loans in nonaccrual status.

 

1816

 


December 31, 2018

                
  

30 – 89 Days

Past Due and

Accruing

  

90 or More

Days Past Due

  

90 or More

Days Past Due

and Accruing

  

Nonaccruals(2)

 

Consumer Real Estate(1)

                

Residential closed-end first liens

 $647  $119  $---  $278 

Residential closed-end junior liens

  11   ---   ---   --- 

Investor-owned residential real estate

  ---   ---   ---   451 

Commercial Real Estate(1)

                

Multifamily real estate

  291   192   ---   192 

Commercial real estate, owner occupied

  325   ---   ---   --- 

Commercial real estate, other

  ---   ---   ---   2,494 

Commercial Non Real Estate(1)

                

Commercial and industrial

  10   2   2   5 

Consumer Non Real Estate(1)

                

Credit cards

  5   ---   ---   --- 

Automobile

  296   29   29   --- 

Other consumer loans

  50   4   4   --- 

Total

 $1,635  $346  $35  $3,420 

 

(1)     Only classes with past-due or nonaccrual loans are shown.

(2)     Includes current and past due loans in nonaccrual status. Includes impaired loans in nonaccrual status.

 

December 31, 2017

                
  

30 – 89 Days

Past Due and

Accruing

  

90 or More

Days Past Due

  

90 or More Days

Past Due and

Accruing

  

Nonaccruals(2)

 

Consumer Real Estate(1)

                

Residential closed-end first liens

  637   16   11   145 

Residential closed-end junior liens

  188   ---   ---   --- 

Investor-owned residential real estate

  66   ---   ---   6 

Commercial Real Estate(1)

                

Multifamily real estate

  303   ---   ---   --- 

Commercial real estate, owner occupied

  402   ---   ---   --- 

Commercial real estate, other

  ---   2,602   ---   2,602 

Commercial Non Real Estate(1)

                

Commercial and industrial

  131   ---   ---   15 

Consumer Non Real Estate(1)

                

Credit cards

  7   12   12   --- 

Automobile

  375   22   22   1 

Other consumer loans

  154   6   6   --- 

Total

 $2,263  $2,658  $51  $2,769 

17

(1)

Only classes with past-due or nonaccrual loans are shown.

(2)

Includes current and past due loans in nonaccrual status. Includes impaired loans in nonaccrual status.


 

The estimate of credit risk for non-impaired loans is obtained by applying allocations for internal and external factors. The allocations are increased for loans that exhibit greater credit quality risk.

Credit quality indicators, which the Company terms risk grades, are assigned through the Company’s credit review function for larger loans and selective review of loans that fall below credit review thresholds. Loans that do not indicate heightened risk are graded as “pass.” Loans that appear to have elevated credit risk because of frequent or persistent past due status, which is less than 75 days, or that show weakness in the borrower’s financial condition are risk graded “special mention.” Loans with frequent or persistent delinquency exceeding 75 days or that have a higher level of weakness in the borrower’s financial condition are graded “classified.” Classified loans have regulatory risk ratings of “substandard” and “doubtful.” Allocations are increased by 50% and by 100% for loans with grades of “special mention” and “classified,” respectively.

Determination of risk grades was completed for the portfolio as of March 31, 2018 2019 and December 31, 2017.

19


2018.

 

The following displays collectively-evaluated loans by credit quality indicator.

 

March 31, 2019

March 31, 2018            
  

Pass

  

Special

Mention(1)

  

 

Classified(1)

 

Real Estate Construction

            

Construction, 1-4 family residential

 $9,367  $---  $--- 

Construction, other

  19,897   ---   --- 

Consumer Real Estate

            

Equity lines

  16,560   39   --- 

Closed-end first liens

  84,519   2,379   866 

Closed-end junior liens

  4,455   27   10 

Investor-owned residential real estate

  56,957   275   186 

Commercial Real Estate

            

Multifamily residential real estate

  87,412   126   198 

Commercial real estate owner-occupied

  131,800   245   752 

Commercial real estate, other

  106,353   ---   --- 

Commercial Non Real Estate

            

Commercial and industrial

  40,447   257   169 

Public Sector and IDA

            

States and political subdivisions

  51,091   ---   --- 

Consumer Non Real Estate

            

Credit cards

  5,328   ---   --- 

Automobile

  15,590   242   175 

Other consumer

  11,772   50   27 

Total

 $641,548  $3,640  $2,383 

  

Pass(1)

  

Special

Mention(1)

  

 

Classified(1)

 

Real Estate Construction

            

Construction, 1-4 family residential

 $8,436  $---  $--- 

Construction, other

  32,700   20   --- 

Consumer Real Estate

            

Equity lines

  16,290   39   97 

Closed-end first liens

  91,442   1,085   1,116 

Closed-end junior liens

  4,075   ---   --- 

Investor-owned residential real estate

  61,508   7   --- 

Commercial Real Estate

            

Multifamily residential real estate

  98,155   ---   --- 

Commercial real estate owner-occupied

  125,961   72   32 

Commercial real estate, other

  133,198   ---   --- 

Commercial Non Real Estate

            

Commercial and industrial

  44,193   86   44 

Public Sector and IDA

            

States and political subdivisions

  61,075   ---   --- 

Consumer Non Real Estate

            

Credit cards

  5,445   ---   --- 

Automobile

  15,615   71   53 

Other consumer

  11,785   11   8 

Total

 $709,878  $1,391  $1,350 

 

(1)

(1)Excludes impaired, if any. 

Excludes impaired, if any.

 

2018

 


    

The following displays collectively-evaluated loans by credit quality indicator.

 

December 31, 2018

December 31, 2017            
  

Pass

  

Special

Mention(1)

  

 

Classified(1)

 

Real Estate Construction

            

Construction, 1-4 family residential

 $10,396  $---  $--- 

Construction, other

  21,416   ---   --- 

Consumer Real Estate

            

Equity lines

  16,673   39   --- 

Closed-end first liens

  85,975   2,400   355 

Closed-end junior liens

  4,483   29   12 

Investor-owned residential real estate

  55,410   66   256 

Commercial Real Estate

            

Multifamily residential real estate

  95,894   127   --- 

Commercial real estate owner-occupied

  130,256   246   763 

Commercial real estate, other

  106,612   ---   --- 

Commercial Non Real Estate

            

Commercial and industrial

  38,904   220   165 

Public Sector and IDA

            

States and political subdivisions

  51,443   ---   --- 

Consumer Non Real Estate

            

Credit cards

  5,493   ---   --- 

Automobile

  16,059   218   116 

Other consumer

  12,692   16   24 

Total

 $651,706  $3,361  $1,691 

  

Pass(1)

  

Special

Mention(1)

  

 

Classified(1)

 

Real Estate Construction

            

Construction, 1-4 family residential

 $9,264  $---  $--- 

Construction, other

  28,560   21   --- 

Consumer Real Estate

            

Equity lines

  16,026   38   --- 

Closed-end first liens

  92,253   994   582 

Closed-end junior liens

  3,954   ---   --- 

Investor-owned residential real estate

  60,157   ---   --- 

Commercial Real Estate

            

Multifamily residential real estate

  98,582   ---   --- 

Commercial real estate owner-occupied

  123,225   211   32 

Commercial real estate, other

  127,156   ---   --- 

Commercial Non Real Estate

            

Commercial and industrial

  45,420   54   46 

Public Sector and IDA

            

States and political subdivisions

  60,777   ---   --- 

Consumer Non Real Estate

            

Credit cards

  5,724   ---   --- 

Automobile

  18,598   133   71 

Other consumer

  11,691   4   4 

Total

 $701,387  $1,455  $735 

 

(1)

(1)

Excludes impaired, if any.

 

Sales, Purchases and Reclassification of Loans

The Company finances mortgages under “best efforts” contracts with mortgage purchasers. The mortgages are designated as held for sale upon initiation. There have been no major reclassifications from portfolio loans to held for sale. Occasionally, the Company purchases or sells participations in loans. All participation loans purchased met the Company’s normal underwriting standards at the time the participation was entered. Participation loans are included in the appropriate portfolio balances to which the allowance methodology is applied.

 

19

Troubled Debt Restructurings

 

From time to time the Company modifies loans in troubled debt restructurings. Total troubled debt restructurings amounted to $10,648$5,435 at March 31, 2018, $7,8972019, $5,661 at December 31, 2017, 2018, and $8,387$10,648 at March 31, 2017.2018.

21


During the three month period ended March 31, 2019, no loans were modified into a troubled debt restructuring.

 

The following table presentpresents restructurings by class that occurred during the three month period ended March 31, 2018.

 

  

Restructurings That Occurred During the Three Months

Ended March 31, 2018

 
  

Number of

Contracts

  

Pre-Modification

Outstanding

Principal Balance

  

Post-Modification

Outstanding

Principal Balance

 

Real Estate Construction

            

Construction, other

  2  $2,882  $2,882 

Total

  2  $2,882  $2,882 

  

Restructurings That Occurred During the Three Months Ended March 31, 2018

 
  

Number of

Contracts

  

Pre-Modification

Outstanding

Principal Balance

  

Post-Modification

Outstanding

Principal Balance

 

Real Estate Construction

            

Construction, other

  2  $2,882  $2,882 

Total

  2  $2,882  $2,882 

 

Each of the restructurings completed during the three-monththree-month period ended March 31, 2018 provided payment relief to the borrowers without forgiving principal or interest. The two real estate construction loans were restructured to provide debt relief by extending the maturity and interest-only period for each loan. Impairment measurement, based on the fair value of the collateral, did not indicate a specific reserve for each of the real estate construction loans.

 

The Company did not modify any loans in troubled debt restructures during the three month period ended March 31, 2017.

The Company analyzed its TDR portfolio for loans that defaulted during the three month periods ended March 31, 2019 and March 31, 2018, and March 31, 2017, and that were modified within 12 months prior to default. The Company defines default as one or more payments that occur more than 90 days past the due date, charge-offs, or foreclosure after the date of restructuring. Of the Company's TDRs at March 31, 2019, seven consumer real estate loans totaling $263, all part of one relationship, defaulted within 12 months of modification. The impairment measurement is based upon the fair value of collateral, less estimated cost to sell, and resulted in no allocation. One commercial real estate loan defaulted within 12 months of modification. The impairment measurement is based upon the fair value of collateral, less estimated cost to sell, and resulted in no allocation. All of the defaulted loans are in nonaccrual status and the Company is working with the borrowers to recover its investment. Of the restructured loans that defaulted during the three month periods ended March 31, 2018, and March 31, 2017, none were modified within 12 months prior to default.

 

 

Note 4: Securities

 

The amortized costs, gross unrealized gains, gross unrealized losses and fair values for securities available for sale by major security type are as follows.

 

  

March 31, 2018

 
  

Amortized

Costs

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Values

 

Available for Sale:

                

U.S. Government agencies and corporations

 $322,585  $393  $8,089  $314,889 

States and political subdivisions

  16,101   69   392   15,778 

Mortgage-backed securities

  558   50   ---   608 

Corporate debt securities

  6,016   42   122   5,936 

Total securities available for sale

 $345,260  $554  $8,603  $337,211 

  

December 31, 2017

 
  

Amortized

Costs

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Values

 

Available for Sale:

                

U.S. Government agencies and corporations

 $312,604  $609  $5,494  $307,719 

States and political subdivisions

  16,853   100   119   16,834 

Mortgage-backed securities

  602   57   ---   659 

Corporate debt securities

  6,016   188   29   6,175 

Total securities available for sale

 $336,075  $954  $5,642  $331,387 

  

March 31, 2019

 
  

Amortized

Costs

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Values

 

Available for Sale:

                

U.S. Government agencies and corporations

 $291,215  $987  $2,860  $289,342 

States and political subdivisions

  109,556   1,506   248   110,814 

Mortgage-backed securities

  550   46   ---   596 

Corporate debt securities

  3,992   1   100   3,893 

Total securities available for sale

 $405,313  $2,540  $3,208  $404,645 

 

2220

 


  

December 31, 2018

 
  

Amortized

Costs

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Values

 

Available for Sale:

                

U.S. Government agencies and corporations

 $306,264  $449  $6,666  $300,047 

States and political subdivisions

  118,564   1,218   1,166   118,616 

Mortgage-backed securities

  586   42   ---   628 

Corporate debt securities

  6,014   ---   295   5,719 

Total securities available for sale

 $431,428  $1,709  $8,127  $425,010 

 

The amortized cost and fair value of single maturity securities available for sale at March 31, 2018, 2019, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities included in these totals are categorized by final maturity.

 

 

March 31, 2018

  

March 31, 2019

 
 

Amortized Cost

  

Fair Value

  

Amortized

Cost

  

Fair

Value

 

Available for Sale:

                

Due in one year or less

 $47,263  $46,985  $62,607  $62,459 

Due after one year through five years

  181,571   176,935   174,190   172,334 

Due after give years through ten years

  78,203   75,727 

Due after five years through ten years

  82,061   82,551 

Due after ten years

  38,223   37,564   86,455   87,301 

Total securities available for sale

 $345,260  $337,211  $405,313  $404,645 

 

Prior to the second quarter of 2018, the Company designated securities in its portfolio as either available for sale or held to maturity. During the second quarter of 2018, the Company re-designated all of its held to maturity securities to available for sale. The securities were re-designated to provide opportunities to maximize asset utilization. At the time of transfer, the securities had a fair value of $119,790 and an amortized cost of $118,662, resulting in an unrealized gain of $1,128 which was added to accumulated other comprehensive income.

 

The amortized costs, gross unrealized gains, gross unrealized losses and fair values for securities held to maturity by major security type are as follows.of March 31, 2018 follows:

 

  

March 31, 2018

 
  

Amortized
Costs

  

Gross
Unrealized
Gains

  

Gross
Unrealized
Losses

  

Fair
Values

 

Held to Maturity:

                

U.S. Government agencies and corporations

 $3,934  $99  $1  $4,032 

States and political subdivisions

  117,791   2,184   649   119,326 

Mortgage-backed securities

  196   18   ---   214 

Corporate debt securities

  984   ---   7   977 

Total securities held to maturity

 $122,905  $2,301  $657  $124,549 

  

December 31, 2017

 
  

Amortized
Costs

  

Gross
Unrealized
Gains

  

Gross
Unrealized
Losses

  

Fair
Values

 

Held to Maturity:

                

U.S. Government agencies and corporations

 $3,934  $167  $---  $4,101 

States and political subdivisions

  122,039   2,929   173   124,795 

Mortgage-backed securities

  209   21   ---   230 

Corporate debt securities

  982   5   ---   987 

Total securities held to maturity

 $127,164  $3,122  $173  $130,113 

The amortized cost and fair value of single maturity securities held to maturity at March 31, 2018, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities included in these totals are categorized by final maturity.

  

March 31, 2018

 
  

Amortized Cost

  

Fair Value

 

Held to maturity:

        

Due in one year or less

 $12,536  $12,714 

Due after one year through five years

  21,962   22,712 

Due after give years through ten years

  27,323   27,869 

Due after ten years

  61,084   61,254 

Total securities held to maturity

 $122,905  $124,549 

 

2321

Table of Contents


 

Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows.

 

  

March 31, 2018

 
  

Less Than 12 Months

  

12 Months or More

 
  

Fair
Value

  

Unrealized
Loss

  

Fair
Value

  

Unrealized
Loss

 

Temporarily Impaired Securities:

                

U.S. Government agencies and corporations

 $76,276  $1,987  $226,261  $6,103 

States and political subdivisions

  29,753   843   2,889   198 

Corporate debt securities

  4,970   61   909   68 

Total

 $110,999  $2,891  $230,059  $6,369 

  

March 31, 2019

 
  

Less Than 12 Months

  

12 Months or More

 
  

Fair
Value

  

Unrealized
Loss

  

Fair
Value

  

Unrealized
Loss

 

Temporarily Impaired Securities:

                

U.S. Government agencies and corporations

 $941  $1  $235,610  $2,859 

States and political subdivisions

  556   84   12,300   164 

Corporate debt securities

  ---   ---   2,893   100 

Total

 $1,497  $85  $250,803  $3,123 

 

  

December 31, 2017

 
  

Less Than 12 Months

  

12 Months or More

 
  

Fair
Value

  

Unrealized
Loss

  

Fair
Value

  

Unrealized
Loss

 

Temporarily Impaired Securities:

                

U.S. Government agencies and corporations

 $68,380  $871  $225,738  $4,623 

States and political subdivisions

  18,688   194   2,989   98 

Corporate debt securities

  ---   ---   948   29 

Total

 $87,068  $1,065  $229,675  $4,750 

  

December 31, 2018

 
  

Less Than 12 Months

  

12 Months or More

 
  

Fair
Value

  

Unrealized
Loss

  

Fair
Value

  

Unrealized
Loss

 

Temporarily Impaired Securities:

                

U.S. Government agencies and corporations

 $17,730  $216  $259,992  $6,450 

States and political subdivisions

  16,882   352   20,758   814 

Corporate debt securities

  4,842   194   876   101 

Total

 $39,454  $762  $281,626  $7,365 

 

The Company had 377266 securities with a fair value of $341,058$252,300 that were temporarily impaired at March 31, 2018.  2019.  The total unrealized loss on these securities was $9,260.$3,208. Of the temporarily impaired total, 238264 securities with a fair value of $230,059$250,803 and an unrealized loss of $6,369$3,123 have been in a continuous loss position for twelve months or more. The Company has determined that these securities are temporarily impaired at March 31, 2018 2019 for the reasons set out below.

U.S. Government agencies. The unrealized losses of $6,103$2,859 on US Government agency securities stemmed from 233239 securities with a fair value of $226,261.$235,610. The unrealized losses were caused by interest rate and market fluctuations. The contractual term of the investment does not permit the issuer to settle the security at a price less than the cost basis of the investment. The Company is monitoring bond market trends to develop strategies to address unrealized losses. Because the Company does not intend to sell the investmentinvestments and it is not likely that the Company will be required to sell the investmentinvestments before recovery of itsthe amortized cost basis, which may be at maturity, the Company does not consider this investmentthese investments to be other-than-temporarily impaired.

States and political subdivisions. This category’s unrealized loss of $198$164 on 422 securities with a fair value of $2,889$12,300 is primarily the result of interest rate and market fluctuations. The Company reviewed financial statements and cash flows for the each of the securities in continuous loss position for more than 12 months. The Company’s analysis determined that the unrealized losses are primarily the result of interest rate and market fluctuations and not associated with impaired financial status. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the cost basis of each investment. Because the Company does not intend to sell any of the investments and it is not likely that the Company will be required to sell any of the investments before recovery of its amortized cost basis, which may be at maturity, the Company does not consider these investments to be other-than-temporarily impaired.

Corporate debt securities.securities. The unrealized loss of $68$100 on onethree corporate debt securitysecurities with a fair value of $909$2,893 was caused by market and interest rate fluctuations and is not associated with impaired financial status. The contractual terms of the investments do not permit the issuerissuers to settle the securities at a price less than the cost basis of each investment. Because the Company does not intend to sell the investmentinvestments and it is not likely that the Company will be required to sell the investmentinvestments before recovery of itstheir amortized cost basis, which may be at maturity, the Company does not consider the investmentinvestments to be other-than-temporarily impaired.

Restricted stock. The Company held restricted stock of $1,221$1,220 as of March 31, 2018 2019 and $1,200 as of December 31, 2017. 2018. Restricted stock is reported separately from available-for-sale securities and held-to-maturity securities. As a member of the Federal Reserve and the Federal Home Loan Bank (“FHLB”) of Atlanta, NBB is required to maintain certain minimum investments in the common stock of those entities. Required levels of investment are based upon NBB’s capital, current borrowings, and a percentage of qualifying assets. The Company purchases stock from or sells stock back to the correspondents based on their calculations. The stock is held by member institutions only and is not actively traded.

 

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Table of Contents


 

Redemption of FHLB stock is subject to certain limitations and conditions. At its discretion, the FHLB may declare dividends on the stock. In addition to dividends, NBB also benefits from its membership with FHLB through eligibility to borrow from the FHLB, using as collateral NBB’s capital stock investment in the FHLB and qualifying NBB real estate mortgage loans totaling $488,193$522,582 at March 31, 2018. 2019. Management reviews for impairment based upon the ultimate recoverability of the cost basis of the FHLB stock, and at March 31, 2018, 2019, management did not determine any impairment.

Management regularly monitors the credit quality of the investment portfolio. Changes in ratings are noted and follow-up research on the issuer is undertaken when warranted. Management intends to carefully monitor any changes in bond quality.

 

 

Note 5: Recent Accounting Pronouncements

In FebruaryJune 2016, the FASB issued ASU No.2016-02, “Leases (Topic 842).” Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial statements. The Company is the lessee of six banking locations and one ATM location, the majority of which meet the standard’s definition of a financing lease. At the effective date, the Company will recognize a lease liability and a right-of-use asset. Pro-forma analysis based on current lease contracts indicates that the lease liability and the right-of-use asset are similar in amount, with only nominal difference. The Company is the lessor of three properties, which will be treated as short-term operating leases.

In June 2016, the FASB issued ASU No.2016-13, 2016-13, “Financial Instruments – Credit Losses (Topic 326)326): Measurement of Credit Losses on Financial Instruments.” The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendments in this ASU are effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently assessing the impact that ASU 2016-132016-13 will have on its consolidated financial statements. The Company has formed a working group to address information requirements, determine methodology, research forecasts and ensure readiness and compliance with the standard. The Company’s existing model providerCompany has released abegun calculating and refining concurrent models using CECL model and themethodology. The Company will run multiple concurrent modelscontinue to fine tune assumptions prior to the effective date.

In January 2017, the FASB issued ASU No.2017-04, 2017-04, “Intangibles – Goodwill and Other (Topic 350)350): Simplifying the Test for Goodwill Impairment”. The amendments in this ASU simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Public business entities that are U.S. Securities and Exchange Commission (SEC) filers should adopt the amendments in this ASU for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of ASU 2017-042017-04 to have a material impact on its consolidated financial statements.

In March 2017, August 2018, the FASB issued ASU 2017‐08, “Receivables—Nonrefundable Fees and Other Costs (Subtopic 310‐20), Premium Amortization on Purchased Callable Debt Securities.2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments modify the disclosure requirements in this ASU shortenTopic 820 to add disclosures regarding changes in unrealized gains and losses, the amortization period for certain callable debt securities purchased at a premium. Upon adoptionrange and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the standard, premiums on these qualifying callable debt securities will be amortized to the earliest call date. Discounts on purchased debt securities will continue to be accreted to maturity.narrative description of measurement uncertainty. Certain disclosure requirements in Topic 820 are also removed or modified. The amendments are effective for fiscal years beginning after December 15, 2018, 2019, and interim periods within those fiscal years. Certain of the amendments are to be applied prospectively while others are to be applied retrospectively. Early adoption is permitted, including adoption in an interim period. Upon transition, entities should apply the guidance on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption and provide the disclosures required for a change in accounting principle.permitted. The Company is currently assessingdoes not expect the impact thatadoption of ASU 2017‐08 will2018-13 to have a material impact on its consolidated financial statements.

In August 2017, 2018, the FASB issued ASU 2017-12, “Derivatives2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.” These amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Certain disclosure requirements have been deleted while the following disclosure requirements have been added: the weighted-average interest crediting rates for cash balance plans and Hedging (Topic 815): Targeted Improvementsother plans with promised interest crediting rates and an explanation of the reasons for significant gains and losses related to Accountingchanges in the benefit obligation for Hedging Activities.”the period. The amendments also clarify the disclosure requirements in this ASU modifyparagraph 715-20-50-3, which state that the designationfollowing information for defined benefit pension plans should be disclosed: The projected benefit obligation (PBO) and measurement guidance for hedge accounting as well as provide for increased transparency regarding the presentation of economic results on both the financial statements and related footnotes. Certain aspects of hedge effectiveness assessments will also be simplified upon implementation of this update. The amendments are effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact that ASU 2017‐12 will have on its consolidated financial statements.

25


In February 2018, the FASB issued ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments provide targeted improvements to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Specifically, the amendments include clarifications related to: measurement elections, transition requirements, and adjustments associated with equity securities without readily determinable fair values; fair value measurement requirementsof plan assets for forward contractsplans with PBOs in excess of plan assets and purchased options on equity securities; presentation requirements for hybrid financial liabilities for which the accumulated benefit obligation (ABO) and fair value option has been elected; and measurement requirementsof plan assets for liabilities denominatedplans with ABOs in a foreign currency for which the fair value option has been elected.excess of plan assets. The amendments are effective for fiscal years beginningending after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. 2020. Early adoption is permitted. The Company does not expect the adoption of ASU 2018-032018-14 to have a material impact on its consolidated financial statements.

 

23

 

Note 6: Defined Benefit Plan

 

Components of Net Periodic Benefit Cost

 

  

Pension Benefits

 
  

Three Months Ended March 31,

 
  

2018

  

2017

 

Service cost

 $217  $173 

Interest cost

  200   186 

Expected return on plan assets

  (400

)

  (274

)

Amortization of prior service cost

  (27

)

  (27

)

Recognized net actuarial loss

  146   135 

Net periodic benefit cost

 $136  $193 

  

Pension Benefits

 
  

Three Months Ended March,

 
  

2019

  

2018

 

Service cost

 $200  $217 

Interest cost

  221   200 

Expected return on plan assets

  (365

)

  (400

)

Amortization of prior service cost

  (27

)

  (27

)

Recognized net actuarial loss

  158   146 

Net periodic benefit cost

 $187  $136 

 

The service cost component of net periodic benefit cost is included in salaries and employee benefits expense.expense in the consolidated statements of income. All other components are included in other noninterest expense.expense in the consolidated statements of income.

 

20189 Plan Year Employer Contribution

 

For the three months ended March 31, 2018, 2019, the Company did not make a contribution to the Plan.

 

 

Note 7: Fair Value Measurements

 

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices fordefined as the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Accounting guidance for fair value excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The Company records fair value adjustments to certain assets and liabilities and determines fair value disclosures utilizing a definition of fair value of assets and liabilities that states that fair value is an exitexchange price representing the amount that would be received to sellfor an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Additional considerations are involved to determineparticipants on the fair value of financial assets in marketsmeasurement date. U.S. GAAP requires that are not active.

The Company uses a hierarchy of valuation techniques based on whethermaximize the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levelsuse of the observable inputs and minimize the use of the unobservable inputs. U.S. GAAP also establishes a fair value hierarchy basedwhich prioritizes the valuation inputs into three broad levels. Based on these two typesthe underlying inputs, each fair value measurement in its entirety is reported in one of inputs are as follows:the three levels. These levels are: 

 

Level 1 – 

 

Valuation is based on quoted prices in active markets for identical assets and liabilities.

 

Level 2

 

Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.

 

Level 3 – 

 

Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

 

26


future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Accounting guidance for fair value excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:

 

Securities Available for Sale

Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1)1). 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 derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2)2). The carrying value of restricted Federal Reserve Bank and Federal Home Loan Bank stock approximates fair value based upon the redemption provisions of each entity and is therefore excluded from the following table.

 

24

The following tables present the balances of financial assets measured at fair value on a recurring basis as of March 31, 2018 2019 and December 31, 2017.2018.

 

     

Fair Value Measurements at March 31, 2018 Using

     

Fair Value Measurements at March 31, 2019 Using

 

Description

 

Balance as of
March 31, 2018

  

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable Inputs
(Level 3)

 

Balance as of
March 31, 2019

  

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable Inputs
(Level 3)

 

U.S. Government agencies and corporations

 $314,889  $---  $314,889  $--- $289,342  $---  $289,342  $--- 

States and political subdivisions

  15,778   ---   15,778   ---  110,814   ---   110,814   --- 

Mortgage-backed securities

  608   ---   608   ---  596   ---   596   --- 

Corporate debt securities

  5,936   ---   5,936   ---  3,893   ---   3,893   --- 

Total securities available for sale

 $337,211  $---  $337,211  $--- $404,645  $---  $404,645  $--- 

 

     

Fair Value Measurements at December 31, 2017 Using

     

Fair Value Measurements at December 31, 2018 Using

 

Description

 

Balance as of
December 31,
2017

  

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable Inputs
(Level 3)

 

Balance as of
December 31,
2018

  

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable Inputs
(Level 3)

 

U.S. Government agencies and corporations

 $307,719  $---  $307,719  $--- $300,047  $---  $300,047  $--- 

States and political subdivisions

  16,834   ---   16,834   ---  118,616   ---   118,616   --- 

Mortgage-backed securities

  659   ---   659   ---  628   ---   628   --- 

Corporate debt securities

  6,175   ---   6,175   ---  5,719   ---   5,719   --- 

Total securities available for sale

 $331,387  $---  $331,387  $--- $425,010  $---  $425,010  $--- 

 

Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

 

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements.

 

Loans Held for Sale

Loans held for sale are carried at the lower of cost or marketfair value. These loans currently consist of one-to-fourone-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2)2). As such, the Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale at March 31, 2018 2019 or December 31, 2017.

27

Table of Contents


2018.

 

Impaired Loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due will not be collected according to the contractual terms of the loan agreement. Troubled debt restructurings are impaired loans. Impaired loans are measured at fair value on a nonrecurring basis. If an individually-evaluated impaired loan’s balance exceeds fair value, the amount is allocated to the allowance for loan losses. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.

The fair value of an impaired loan and measurement of associated loss is based on one of three methods: the observable market price of the loan, the present value of projected cash flows, or the fair value of the collateral. The observable market price of a loan is categorized as a Level 1 input. The present value of projected cash flows method results in a Level 3 categorization because the calculation relies on the Company’s judgment to determine projected cash flows, which are then discounted at the current rate of the loan, or the rate prior to modification if the loan is a troubled debt restructure.

Loans measured using the fair value of collateral method may be categorized in Level 2 or Level 3. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. Most collateral is real estate. The Company bases collateral method fair valuation upon the “as-is” value of independent appraisals or evaluations. Valuations for impaired loans secured by residential 1-4 family properties with outstanding principal balances of $250 or moregreater than $250 are based on a currentan appraisal. Appraisals are also used to value impaired loans secured by commercial real estate with outstanding principal balances greater than $500. Collateral-method impaired loans secured by residential 1-4 family property with outstanding principal balances of $100$250 or greater andless, or secured by one piece of collateral. Collateral-method impaired loanscommercial real estate with outstanding principal balances below $100,of $500 or if secured by multiple pieces of collateral, below $250,less, are valued using an internal evaluation.

25

Table of Contents

The value of real estate collateral is determined by a current (less than 1224 months of age) appraisal or internal evaluation utilizing an income or market valuation approach. Appraisals conducted by an independent, licensed appraiser outside of the Company using observable market data is categorized as Level 2. If a current appraisal cannot be obtained prior to a reporting date and an existing appraisal is discounted to obtain an estimated value, or if declines in value are identified after the date of the appraisal, or if an appraisal is discounted for estimated selling costs, the valuation of real estate collateral is categorized as Level 3. Valuations derived from internal evaluations are categorized as Level 3. The value of business equipment is based upon an outside appraisal (Level 2)2) if deemed significant, or the net book value on the applicable business’ financial statements (Level 3)3) if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3)3).

The following table summarizes the Company’s impaired loans that were measured at fair value on a nonrecurring basis at March 31, 2018 2019 and at December 31, 2017.2018.

 

       

Carrying Value

Date

Description

 

Balance

  

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable Inputs
(Level 3)

 

Assets:

               

March 31, 2018

Impaired loans net of valuation allowance

 $1,279  $---  $---  $1,279

December 31, 2017

Impaired loans net of valuation allowance

  1,303   ---   ---   1,303
       

Carrying Value

 

Date

Description

 

Balance

  

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable Inputs
(Level 3)

 
 

Assets:

                

March 31, 2019

Impaired loans net of valuation allowance

 $993  $---  $---  $993 

December 31, 2018

Impaired loans net of valuation allowance

  1,014   ---   ---   1,014 

 

The following tables present information about Level 3 Fair Value Measurements for March 31, 2018 2019 and December 31, 2017.2018.

 

Impaired Loans

Valuation Technique

Unobservable Input

Range

(Weighted Average)

March 31, 2018

Present value of cash flows

Discount rate

5.50%13.25%(5.92%)

December 31, 2017

Present value of cash flows

Discount rate

5.50%13.25%(5.92%)

Impaired Loans

Valuation Technique

Unobservable Input

 

Range

(Weighted Average)

March 31, 2019

Present value of cash flows

Discount rate

  5.50%7.25%(5.82%)

December 31, 2018

Present value of cash flows

Discount rate

  5.50%7.25%(6.05%)

 

26

Table of Contents

 

Other Real Estate Owned

Certain assets such as other real estate owned (OREO) are measured at fair value less cost to sell. Valuation of other real estate owned is determined using current appraisals from independent parties, a level twoLevel 2 input. If current appraisals cannot be obtained prior to reporting dates, or if declines in value are identified after a recent appraisal is received, appraisal values are discounted, resulting in Level 3 estimates. If the Company markets the property with a realtor, estimated selling costs reduce the fair value, resulting in a valuation based on Level 3 inputs.

28

Table of Contents


 

The following table summarizes the Company’s other real estate owned that was measured at fair value on a nonrecurring basis.

 

       

Carrying Value

Date

Description

 

Balance

  

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable Inputs
(Level 3)

 

Assets:

               

March 31, 2018

Other real estate owned net of valuation allowance

 $2,741          $2,741

December 31, 2017

Other real estate owned net of valuation allowance

  2,817   ---   ---   2,817
       

Carrying Value

 

Date

Description

 

Balance

  

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable Inputs
(Level 3)

 
 

Assets:

                

March 31, 2019

Other real estate owned net of valuation allowance

 $2,025  $---  $---  $2,025 

December 31, 2018

Other real estate owned net of valuation allowance

  2,052   ---   ---   2,052 

 

The following tables present information about Level 3 Fair Value Measurements for March 31, 2018 and December 31, 2017.2018.

 

March 31, 2019

Valuation Technique

Unobservable Input

 

Range

(Weighted Average)

        

Other real estate owned

Discounted appraised value

Selling cost

  0.00%(1)6.00%(0.04%)

Other real estate owned

Discounted appraised value

Discount for lack of marketability and age of appraisal

  0.00%10.67%(0.08%)

December 31, 2018

Valuation Technique

Unobservable Input

 

Range

(Weighted Average)

        

Other real estate owned

Discounted appraised value

Selling cost

  0.00%(1)6.00%(0.12%)

Other real estate owned

Discounted appraised value

Discount for lack of marketability and age of appraisal

  0.00%50.05%(1.45%)

March 31, 2018(1)

Valuation Technique

Unobservable Input

Range

(Weighted Average)

OtherThe Company markets other real estate owned

Discounted appraised value

Selling cost

5.00%6.01%(5.14%)

Other real estate owned

Discounted appraised value

Discount for lack of marketability both independently and age of appraisalwith local realtors. Properties marketed by realtors are discounted by selling costs. Properties that the Company markets independently are not discounted by selling costs.

1.68%86.03%(13.35%)

 

December 31, 2017

Valuation Technique

Unobservable Input

Range

(Weighted Average)

Other real estate owned

Discounted appraised value

Selling cost

2.00%6.01%(4.72%)

Other real estate owned

Discounted appraised value

Discount for lack of marketability and age of appraisal

1.68%68.33%(11.07%)
27

Table of Contents

 

The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of March 31, 2018 2019 and December 31, 2017.  2018. For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For non-marketable equity securities such as Federal Home Loan Bank and Federal Reserve Bank stock, the carrying amount is a reasonable estimate of fair value as these securities can only be redeemed or sold at their par value and only to the respective issuing government-supported institution or to another member institution. For financial liabilities such as noninterest-bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity. Fair values for March 31, 2018 are estimated under the exit price notion in accordance with the prospective adoption of ASU 2016-01,“Recognition and Measurement of Financial Assets and Financial Liabilities.” Fair values for December 31, 2017 are estimated under the guidance in effect for that period, which did not require use ofusing the exit price notion.

 

  

March 31, 2019

 
  

Carrying
Amount

  

Quoted Prices in

Active Markets for

Identical Assets

Level 1

  

Significant Other

Observable Inputs

Level 2

  

Significant

Unobservable

Inputs

Level 3

 

Financial Assets:

                

Cash and due from banks

 $15,332  $15,332  $---  $--- 

Interest-bearing deposits

  53,381   53,381   ---   --- 

Securities

  404,645   ---   404,645   --- 

Restricted securities

  1,220   ---   1,220   --- 

Loans held for sale

  602   ---   602   --- 

Loans, net

  711,011   ---   ---   694,716 

Accrued interest receivable

  5,401   ---   5,401   --- 

Bank-owned life insurance

  34,876   ---   34,876   --- 

Financial Liabilities:

                

Deposits

 $1,060,205  $---  $930,351  $109,801 

Accrued interest payable

  140   ---   140   --- 

 

2928

Table of Contents

 


  

March 31, 2018

  

Carrying
Amount

  

Quoted Prices in Active Markets for Identical Assets

Level 1

  

Significant Other Observable Inputs

Level 2

  

Significant Unobservable Inputs

Level 3

Financial Assets:

               

Cash and due from banks

 $10,598  $10,598  $---  $---

Interest-bearing deposits

  76,571   76,571   ---   ---

Securities

  460,116   ---   461,760   ---

Restricted securities

  1,221   ---   1,221   ---

Loans, net

  651,272   ---   ---   648,273

Accrued interest receivable

  5,360   ---   5,360   ---

Bank-owned life insurance

  33,984   ---   33,984   ---

Financial Liabilities:

               

Deposits

 $1,072,940  $---  $961,305  $111,627

Accrued interest payable

  55   ---   55   ---

30

Table of Contents


The following table presents the Company’s financial instruments as of December 31, 2017.

 

December 31, 2017

 

December 31, 2018

 
 

Carrying
Amount

  

Quoted Prices in Active Markets for Identical Assets

Level 1

  

Significant Other Observable Inputs

Level 2

  

Significant Unobservable Inputs

Level 3

 

Carrying
Amount

  

Quoted Prices in

Active Markets for

Identical Assets

Level 1

  

Significant Other

Observable Inputs

Level 2

  

Significant

Unobservable

Inputs

Level 3

 

Financial Assets:

                               

Cash and due from banks

 $12,926  $12,926  $---  $--- $12,882  $12,882  $---  $--- 

Interest-bearing deposits

  51,233   51,233   ---   ---  43,491   43,491   ---   --- 

Securities

  458,551   ---   461,500   ---  425,010   ---   425,010   --- 

Restricted securities

  1,200   ---   1,200   ---  1,220   ---   1,220   --- 

Loans held for sale

  260   ---   260   ---  72   ---   72   --- 

Loans, net

  660,144   ---   ---   656,399  702,409   ---   ---   684,565 

Accrued interest receivable

  5,297   ---   5,297   ---  5,160   ---   5,160   --- 

Bank-owned life insurance

  33,756   ---   33,756   ---  34,657   ---   34,657   --- 

Financial Liabilities:

                               

Deposits

 $1,059,734  $---  $944,850  $113,053 $1,051,942  $---  $950,143  $101,749 

Accrued interest payable

  62   ---   62   ---  89   ---   89   --- 

 

 

Note 8: Components of Accumulated Other Comprehensive Loss

 

  

Net Unrealized

Gain (Loss) on

Securities

  

Adjustments Related

to Pension Benefits

  

Accumulated Other

Comprehensive

Loss

 

Balance at December 31, 2016

 $(3,588

)

 $(5,071

)

 $(8,659

)

Unrealized holding gain on available for sale securities, net of tax of $580

  1,075   ---   1,075 

Balance at March 31, 2017

 $(2,513

)

 $(5,071

)

 $(7,584

)

             

Balance at December 31, 2017

 $(3,704

)

 $(5,991

)

 $(9,695

)

Unrealized holding gain on available for sale securities net of tax of ($706)

  (2,655

)

  ---   (2,655)

Balance at March 31, 2018

 $(6,359

)

 $(5,991

)

 $(12,350

)

  

Net Unrealized

Gain (Loss) on

Securities

  

Adjustments Related

to Pension Benefits

  

Accumulated Other

Comprehensive

Loss

 

Balance at December 31, 2017

 $(3,704

)

 $(5,991

)

 $(9,695

)

Unrealized holding loss on available for sale securities, net of tax of ($706)

  (2,655

)

  ---   (2,655

)

Balance at March 31, 2018

 $(6,359

)

 $(5,991

)

 $(12,350

)

             

Balance at December 31, 2018

 $(5,072

)

 $(7,013

)

 $(12,085

)

Unrealized holding gain on available for sale securities net of tax of $1,209

  4,553   ---   4,553 

Reclassification adjustment, net of tax of ($3)

  (9

)

      (9

)

Balance at March 31, 2019

 $(528

)

 $(7,013

)

 $(7,541

)

 

3129

 


 

Note 9: Revenue Recognition

 

On January 1, 2018, theThe Company adopted ASU No.2014-09 “Revenuerecognizes revenue from Contractscontracts with Customers” (Topic 606)customers. Noninterest revenue streams such as service charges on deposit accounts, other service charges and all subsequent ASUs that modifiedfees, credit and debit card fees, trust income, and annuity and insurance commissions is recognized in accordance with ASC Topic 606. As stated in Note 1 Summary of Significant Accounting Policies, the implementation of the new standard did not have a material impact on the measurement or recognition of revenue. Results for reporting periods beginning after January 1, 2018 and comparative periods are presented under Topic 606.

Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as financial guarantees, derivatives, and certain credit card fees are also not inoutside the scope of the new guidance. Topic 606 is applicable to noninterest revenue streams such as service charges on deposit accounts, other service charges and fees, credit and debit card fees, trust income, and annuity and insurance commissions. However, the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Substantially all of the Company’s revenue is generated from contracts with customers. Noninterest revenue streams in-scopewithin the scope of Topic 606 are discussed below.

 

Service Charges on Deposit Accounts

Service charges on deposit accounts consist of monthly service fees, overdraft and nonsufficient funds fees, ATM fees, wire transfer fees, and other deposit account related fees. The Company’s performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Wire transfer fees, overdraft and nonsufficient funds fees and other deposit account related fees are transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.

 

Other Service Charges and Fees

Other service charges include safety deposit box rental fees, check ordering charges, and other service charges. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. Check ordering charges are transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.

 

Credit and Debit Card Fees

Credit and debit card fees are primarily comprised of interchange fee income and merchant services income. Interchange fees are earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. The Company’s performance obligation for interchange fee income and merchant services income are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. In compliance with Topic 606, credit and debit card fee income is presented net of associated expense.

 

Trust Income

Trust income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Estate management fees are based upon the size of the estate. A partial fee is recognized half-way through the estate administration and the remainder of the fee is recognized when remaining assets are distributed and the estate is closed.

 

Insurance and Investment

Insurance income primarily consists of commissions received on insurance product sales. The Company acts as an intermediary between the Company’s customer and the insurance carrier. The Company’s performance obligation is generally satisfied upon the issuance of the insurance policy. Shortly after the insurance policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue.

Investment income consists of recurring revenue streams such as commissions from sales of mutual funds and other investments. Commissions from the sale of mutual funds and other investments are recognized on trade date, which is when the Company has satisfied its performance obligation. The Company also receives periodic service fees (i.e., trailers) from mutual fund companies typically based on a percentage of net asset value. Trailer revenue is recorded over time, usually monthly or quarterly, as net asset value is determined.

 

30

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three months ended March 31,2018 2019 and 2017.2018.

 

 

March 31,

  

March 31,

  

March 31,

  

March 31,

 
 

2018

  

2017

  

2019

  

2018

 

Noninterest Income

                

In-scope of Topic 606:

                

Service charges on deposit accounts

 $670  $665  $590  $670 

Other service charges and fees

  33   69   52   33 

Credit and debit card fees

  344   244   309   344 

Trust income

  402   401   397   402 

Insurance and Investment (included within Other Income on the Consolidated Statements of Income)

  91   80   136   91 

Noninterest Income (in-scope of Topic 606)

 $1,540  $1,459  $1,484  $1,540 

Noninterest Income (out-of-scope of Topic 606)

  483   391   1,005   483 

Total noninterest income

 $2,023  $1,850  $2,489  $2,023 

 

Note 10: Leases

On January 1, 2019, the Company adopted ASU No. 2016-02 Leases (Topic 842) and all subsequent ASUs that modified Topic 842. The Company elected the prospective application approach provided by ASU 2018-11 and did not adjust prior periods for ASC 842. There was no cumulative effect adjustment at adoption. The Company also elected certain practical expedients within the standard and did not reassess whether any expired or existing contracts are or contain leases, did not reassess the lease classification for any expired or existing leases and did not reassess any initial direct costs for existing leases. Prior to adoption, all of the Company’s leases were classified as operating leases and remain operating leases at adoption. As stated in to the Company’s 2018 Form 10-K, Note 1 Summary of Significant Accounting Policies, the implementation of the new standard resulted in recognition of a right-of-use asset and offsetting lease liability of $684 for leases existing at the date of adoption.

Contracts that commence subsequent to adoption are evaluated to determine whether they are or contain a lease in accordance with Topic 842. The Company has elected the practical expedient provided by Topic 842 not to allocate consideration in a contract between lease and non-lease components. The Company also elected, as provided by the standard, not to recognize right-of-use assets and lease liabilities for short-term leases, defined by the standard as leases with terms of 12 months or less. Since adoption, the Company entered into three new operating leases and recognized right-of-use assets and lease liabilities.

Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor.

Lease payments

Lease payments for short-term leases are recognized as lease expense on a straight-line basis over the lease term, or for variable lease payments, in the period in which the obligation was incurred. Payments for leases with terms longer than twelve months are included in the determination of the lease liability. Payments may be fixed for the term of the lease or variable. If the lease agreement provides a known escalator, such as a specified percentage increase per year or a stated increase at a specified time, the variable payment is included in the cash flows used to determine the lease liability. If the variable payment is based upon an unknown escalator, such as the consumer price index at a future date, the increase is not included in the cash flows used to determine the lease liability. Two of the Company’s leases provide known escalators that are included in the determination of the lease liability. The remaining leases do not have variable payments during the term of the lease.

Options to Extend, Residual Value Guarantees, and Restrictions and Covenants

Of the Company’s five leases, three leases offer the option to extend the lease term. Each of the three leases provides two options of five years each. For one of the leases, the Company is reasonably certain it will exercise one option of five years and has included the additional time and lease payments in the calculation of the lease liability. The lease agreement provides that the lease payment will increase at the exercise date based on the consumer price index-urban (“CPI-U”). Because the CPI-U at the exercise date is unknown, the increase is not included in the cash flows determining the lease liability. None of the Company’s leases provide for residual value guarantees and none provide restrictions or covenants that would impact dividends or require incurring additional financial obligations.


31

The following tables present information about leases:

  

March 31, 2019

 

Lease liability

 $2,192 

Right-of-use asset

 $2,190 

Weighted average remaining lease term (in years)

  7.83 

Weighted average discount rate

  3.19

%

  

For the Three Months Ended March 31,

 
  

2019

  

2018

 

Lease Expense

        

Operating lease expense

 $59  

NR

 

Short-term lease expense

  39  

NR

 

Total lease expense

 $98  $75 
         

Cash paid for amounts included in lease liabilities

 $56  

NR

 

Right-of-use assets obtained in exchange for operating lease liabilities commencing during the period

 $1,553  

NR

 

The following table presents a maturity schedule of undiscounted cash flows that contribute to the lease liability:

Undiscounted Cash Flow the Period

 

As of

March 31, 2019

 

Nine months ending December 31, 2019

 $224 

Twelve months ending December 31, 2020

  294 

Twelve months ending December 31, 2021

  286 

Twelve months ending December 31, 2022

  289 

Twelve months ending December 31, 2023

  291 

Twelve months ending December 31, 2024

  294 

Thereafter

  848 

Total undiscounted cash flows

 $2,526 

Less: discount

  (334)

Lease liability

 $2,192 

The contracts in which the Company is lessee are with parties external to the company and not related parties. The Company has a small lease relationship with a director in which the Company is lessor.

32

 

 

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

$Dollars in thousands, except per share data

 

The purpose of this discussion and analysis is to provide information about the financial condition and results of operations of National Bankshares, Inc. and its wholly-owned subsidiaries (the “Company”), which are not otherwise apparent from the consolidated financial statements and other information included in this report.  Please refer to the financial statements and other information included in this report as well as the 20172018 Annual Report on Form 10-K for an understanding of the following discussion and analysis.

 

Cautionary Statement Regarding Forward-Looking Statements

 

We make forward-looking statements in this Form 10-Q10-K that are subject to significant risks and uncertainties.  These forward-looking statements include statements regarding our profitability, liquidity, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals, and are based upon our management’s views and assumptions as of the date of this report.  The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward-looking statements.

These forward-looking statements are based upon or are affected by factors that could cause our actual results to differ materially from historical results or from any results expressed or implied by such forward-looking statements. These factors include, but are not limited to, changes in:

 

interest rates,

 

general economic conditions,

 

the legislative/regulatory climate,

 

monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury, the Office of the Comptroller of the Currency, the Federal Reserve Board, the Consumer Financial Protection Bureau and the Federal Deposit Insurance Corporation, and the impact of any policies or programs implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and other financial reform legislation,

 

unanticipated increases in the level of unemployment in the Company’s trade area,

 

the quality or composition of the loan and/or investment portfolios,

 

demand for loan products,

 

deposit flows,

 

competition,

 

demand for financial services in the Company’s trade area,

 

the real estate market in the Company’s trade area,

 

the Company’s technology initiatives, and

 

applicable accounting principles, policies and guidelines.

These risks and uncertainties should be considered in evaluating the forward-looking statements contained in this report. We caution readers not to place undue reliance on those statements, which speak only as of the date of this report. This discussion and analysis should be read in conjunction with the description of our “Risk Factors” in Item 1A. of the most recently filed Form 10-K.

If the national economy or the Company’s market area experience a downturn, it is likely that unemployment will rise and that other economic indicators will negatively impact the Company’s trade area. Because of the importance to the Company’s markets of state-funded universities, cutbacks in the funding provided by the Commonwealth could also negatively impact employment. This could lead to a higher rate of delinquent loans and a greater number of real estate foreclosures. Higher unemployment and the fear of layoffs causes reduced consumer demand for goods and services, which negatively impacts the Company’s business and professional customers. An economic downturn could have an adverse effect on all financial institutions, including the Company.

 

Cybersecurity

As a financial institution holding company, NBI is subject to cybersecurity risks and has suffered two cybersecurity incidents. To manage and mitigate cybersecurity risk, the Company limits certain transactions and interactions with customers. The Company does not offer online account openings or loan originations, limits the dollar amount of online banking transfers to other banks, does not permit customers to submit address changes or wire requests through online banking, requires a special vetting process for commercial customers who wish to originate ACH transfers, and limits certain functionalities of mobile banking. The Company also requires assurances from key vendors regarding their cybersecurity. While these measures reduce the likelihood and scope of the risk of further cybersecurity breaches, in light of the evolving sophistication of system intruders, the risk to us of such breaches continues to exist. We maintain insurance for these risks but insurance policies are subject to exceptions, exclusions and terms whose applications have not been widely interpreted in litigation. Accordingly, insurance can provide less than complete protection against the losses that result from cybersecurity breaches and pursuing recovery from insurers can result in significant expense. In addition, some risks such as reputational damage and loss of customer goodwill, which can result from cybersecurity breaches, cannot be insured against. For information on incidents experienced by the Company, please refer to the section entitled “Cybersecurity Risks and Incidents.”

 

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Non-GAAP Financial Measures

 

This report refers to certain financial measures that are computed under a basis other than GAAP (“non-GAAP”), including the net interest margin and the noninterest margin.      

The net interest margin is calculated by dividing annualized taxable equivalent net interest income by total average earning assets. Because a portion of interest income earned by the Company is nontaxable, the tax equivalent net interest income is considered in the calculation of this ratio. Tax equivalent net interest income is calculated by adding the tax benefit realized from interest income that is nontaxable to total interest income then subtracting total interest expense. The tax rate utilized in calculating the tax benefit is 21%. The reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, is reflected in the table below.

$ in thousands

 

Three months ended March 31,

 
  

2019

  

2018

 

GAAP measures:

        

Interest and fees on loans

 $8,269  $7,532 

Interest on interest-bearing deposits

  259   172 

Interest and dividends on securities - taxable

  1,683   1,608 

Interest on securities - nontaxable

  927   1,172 

Total interest income

 $11,138  $10,484 
         

Interest on deposits

 $1,793  $1,081 

Net interest income

 $9,345  $9,403 
         

Non-GAAP measures:

        

Tax benefit on nontaxable loan income

 $116  $88 

Tax benefit on nontaxable securities income

  251   317 

Total tax benefit on nontaxable interest income

 $367  $405 

Total tax-equivalent net interest income

 $9,712  $9,808 

Total tax-equivalent net interest income, annualized

 $39,388  $39,777 

The noninterest margin is calculated by dividing noninterest expense (excluding the write-down of insurance receivable) less noninterest income (excluding recovery of insurance receivable and realized securities gain/loss, net), annualized, by average year-to-date assets. The reconciliation of adjusted noninterest income and adjusted noninterest expense, which are not measurements under GAAP, is reflected in the table below.

$ in thousands

 

Three months ended March 31,

 
  

2019

  

2018

 

Noninterest expense under GAAP

 $6,465  $8,164 

Less: write-down of insurance receivable

  ---   (1,724

)

Noninterest expense for ratio calculation, non-GAAP

 $6,465  $6,440 
         

Noninterest income under GAAP

 $2,489  $2,023 

Less: recovery of insurance receivable

  (538

)

  --- 

Less: realized securities gains, net

  (12

)

  --- 

Noninterest income for ratio calculation, non-GAAP

 $1,939  $2,023 
         

Net noninterest expense, non-GAAP

 $4,526  $4,417 

Net noninterest expense, non-GAAP, annualized

  18,355   17,913 

Average assets

 $1,249,052  $1,246,071 

Noninterest margin

  1.47

%

  1.44

%

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The return on average assets and return on average equity are calculated by annualizing net income and dividing by average year-to-date assets or equity, respectively. When net income includes larger nonrecurring items, the annualization magnifies their effect. In order to reduce distortion within the ratios, the company adjusts net income for larger non-recurring items prior to annualization, and then nets the items against the annualized net income. The reconciliation of adjusted annualized net income, which is not a measurement under GAAP, is reflected in the table below.

The following table details the calculation of annualized net income for the return on average assets and the return on average equity:

  

Three months ended March 31,

 
  

2019

  

2018

 

Net Income

 $4,443  $3,296 

Items deemed non-recurring by management:

        

Insurance write-down in 2018, net of tax of $362

  ---   1,362 

Provision reversal in 2018, net of tax of $99

  ---   (373

)

Insurance recovery in 2019, net of tax of $113

  (425

)

  --- 

Adjusted net income

  4,018   4,285 

Adjusted net income, annualized

  16,295   17,378 

Items deemed non-recurring by management:

        

Insurance write-down in 2018, net of tax of $362

  ---   (1,362

)

Provision reversal in 2018, net of tax of $99

  ---   373 

Insurance recovery in 2019, net of tax of $113

  425   --- 

Annualized net income for ratio calculation

 $16,720  $16,389 

 

Critical Accounting Policies

 

General

 

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The financial information contained within our statements is, to a significant extent, financial information based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value obtained when earning income, recognizing an expense, recovering an asset or relieving a liability. Although the economics of the Company’s transactions may not change, the timing of events that would impact the transactions could change.

 

Allowance for Loan Losses

The allowance for loan losses is an estimate of probable losses inherent in our loan portfolio. The allowance is funded by the provision for loan losses, reduced by charge-offs of loans and increased by recoveries of previously charged-off loans. The determination of the allowance is based on two accounting principles, Accounting Standards Codification (“ASC”) Topic 450-20 (Contingencies) which requires that losses be accrued when occurrence is probable and the amount of the loss is reasonably estimable, and ASC Topic 310-10 (Receivables) which requires accrual of losses on impaired loans if the recorded investment exceeds fair value.

Probable losses are accrued through two calculations, individual evaluation of impaired loans and collective evaluation of the remainder of the portfolio. Impaired loans are larger non-homogeneous loans for which there is a probability that collection will not occur according to the loan terms, as well as loans whose terms have been modified in a troubled debt restructuring. Impaired loans that are not TDR’s with an estimated impairment loss are placed on nonaccrual status. TDR’s with an impairment loss may accrue interest if they have demonstrated six months of timely payment performance.

 

Impaired loans

Impaired loans are identified through the Company’s credit risk rating process. Estimated loss for an impaired loan is the amount of recorded investment that exceeds the loan’s fair value. Fair value of an impaired loan is measured by one of three methods: the fair value of collateral (“collateral method”), the present value of future cash flows (“cash flow method”), or observable market price. The Company applies the collateral method to collateral-dependent loans, loans for which foreclosure is imminent and to loans for which the fair value of collateral is a more reliable estimate of fair value. The cash flow method is applied to loans that are not collateral dependent and for which cash flows may be estimated.

The Company bases collateral method fair valuation upon the “as-is” value of independent appraisals or evaluations. Valuations for impaired loans secured by residential 1-4 family properties with outstanding principal balances ofgreater than $250 or more are based on a currentan appraisal. Appraisals are also used to value impaired loans secured by commercial real estate with outstanding principal balances greater than $500. Collateral-method impaired loans secured by residential 1-4 family property with outstanding principal balances of $100$250 or greater andless, or secured by one piece of collateral. Collateral-method impaired loanscommercial real estate with outstanding principal balances below $100,of $500 or if secured by multiple pieces of collateral, below $250,less, are valued using an internal evaluation.

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Table of Contents

Appraisals and internal valuations provide an estimate of market value. Appraisals must conform to the Uniform Standards of Professional Appraisal Practice (“USPAP”) and are prepared by an independent third-party appraiser who is certified and licensed and who is approved by the Company. Appraisals may incorporate market analysis, comparable sales analysis, cash flow analysis and market data pertinent to the property to determine market value.

Internal evaluations are prepared by third party providers and reviewed by employees of the Company who are independent of the loan origination, operation, management and collection functions. Evaluations provide a property’s market value based on the property’s current physical condition and characteristics and the economic market conditions that affect the collateral’s market value. Evaluations incorporate multiple sources of data to arrive at a property’s market value, including physical inspection, independent third-party automated tools, comparable sales analysis and local market information.

Updated appraisals or evaluations are ordered when the loan becomes impaired if the appraisal or evaluation on file is more than twelvetwenty-four months old. Appraisals and evaluations are reviewed for propriety and reasonableness and may be discounted if the Company determines that the value exceeds reasonable levels. If an updated appraisal or evaluation has been ordered but has not been received by a reporting date, the fair value may be based on the most recent available appraisal or evaluation, discounted for age.

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Table of Contents


The appraisal or evaluation value for a collateral-dependent loan for which recovery is expected solely from the sale of collateral is reduced by estimated selling costs. Estimated losses on collateral-dependent loans, as well as any other impairment loss considered uncollectible, are charged against the allowance for loan losses. Impairment losses that are not considered uncollectible or for loans that are not collateral dependent are accrued in the allowance. Impaired loans with partial charge-offs are maintained as impaired until the remaining balance is satisfied. Smaller homogeneous impaired loans that are not troubled debt restructurings and are not part of a larger impaired relationship are collectively evaluated.

Troubled debt restructurings are impaired loans and are measured for impairment under the same valuation methods as other impaired loans. Troubled debt restructurings are maintained in nonaccrual status until the loan has demonstrated reasonable assurance of repayment with at least six months of consecutive timely payment performance. Troubled debt restructurings may be removed from TDR status, and therefore from individual evaluation, if the restructuring agreement specifies a contractual interest rate that is a market interest rate at the time of restructuring and the loan is in compliance with its modified terms one year after the restructure was completed.

 

Collectively-evaluated loans

Non-impaired loans and smaller homogeneous impaired loans that are not troubled debt restructurings and not part of a larger impaired relationship are grouped by portfolio segments. Portfolio segments are further divided into smaller loan classes. Loans within a segment or class have similar risk characteristics.

Probable loss is determined by applying historical net charge-off rates as well as additional percentages for trends and current levels of quantitative and qualitative factors. Loss rates are calculated for and applied to individual classes by averaging loss rates over the most recent 8 quarters. The look-back period of 8 quarters is applied consistently among all classes.

Two loss rates for each class are calculated: total net charge-offs for the class as a percentage of average class loan balance (“class loss rate”), and total net charge-offs for the class as a percentage of average classified loans in the class (“classified loss rate”). Classified loans are those with risk ratings that indicate credit quality is “substandard”, “doubtful” or “loss”. Net charge-offs in both calculations include charge-offs and recoveries of classified and non-classified loans as well as those associated with impaired loans. Class historical loss rates are applied to collectively-evaluated non-classified loan balances, and classified historical loss rates are applied to collectively-evaluated classified loan balances.

Qualitative factors are evaluated and allocations are applied to each class. Qualitative factors include delinquency rates, loan quality and concentrations, loan officers’ experience, changes in lending policies and changes in the loan review process. Economic factors such as unemployment rates, bankruptcy rates and others are evaluated, with standard allocations applied consistently to relevant classes.

The Company accrues additional allocations for criticized loans within each class and for loans designated high risk. Criticized loans include classified loans as well as loans rated “special mention”. Loans rated special mention indicate weakened credit quality but to a lesser degree than classified loans. High risk loans are defined as junior lien mortgages, loans with high loan-to-value ratios and loans with terms that require interest only payments. Both criticized loans and high risk loans are included in the base risk analysis for each class and are allocated additional reserves.

 

Estimation of the allowance for loan losses

The estimation of the allowance involves analysis of internal and external variables, methodologies, assumptions and our judgment and experience. Key judgments used in determining the allowance for loan losses include internal risk rating determinations, market and collateral values, discount rates, loss rates, and our view of current economic conditions. These judgments are inherently subjective and our actual losses could be greater or less than the estimate. Future estimates of the allowance could increase or decrease based on changes in the financial condition of individual borrowers, concentrations of various types of loans, economic conditions or the markets in which collateral may be sold. The estimate of the allowance accrual determines the amount of provision expense and directly affects our financial results.

The estimate of the allowance for March 31, 20182019 considered market and portfolio conditions during the first three months of 20182019 as well as the levels of delinquencies and net charge-offs in the eight quarters prior to the quarter ended March 31, 2018.2019. If the economy experiences a downturn, the ultimate amount of loss could vary from that estimate. For additional discussion of the allowance, see Note 3 to the consolidated financial statements and “Asset Quality,” and “Provision and Allowance for Loan Losses.”

 

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Table of Contents

Goodwill

Goodwill is subject to at least an annual assessment for impairment by applying a fair value based test. The Company performs impairment testing in the fourth quarter of each year. The Company’s most recent impairment test was performed in the fourth quarter of 2017.using data from September 30, 2018. Accounting guidance provides the option of performing preliminary assessment of qualitative factors before performing more substantial testing for impairment. The Company opted not to perform the preliminary assessment. The Company’s goodwill impairment analysis considered three valuation techniques appropriate to the measurement. The first technique uses the Company’s market capitalization as an estimate of fair value; the second technique estimates fair value using current market pricing multiples for companies comparable to the Company; while the third technique uses current market pricing multiples for change-of-control transactions involving companies comparable to the Company. Each measure indicated that the Company’s fair value exceeded its book value, validating that goodwill is not impaired.

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Table of Contents


Certain key judgments were used in the valuation measurement. Goodwill is held by the Company’s bank subsidiary. The bank subsidiary is 100% owned by the Company, and no market capitalization is available. Because most of the Company’s assets are comprised of the subsidiary bank’s equity, the Company’s market capitalization was used to estimate the Bank’s market capitalization. Other judgments include the assumption that the companies and transactions used as comparable propertiescomparables for the second and third technique were appropriate to the estimate of the Company’s fair value, and that the comparable multiples are appropriate indicators of fair value, and compliant with accounting guidance.

 

Other Real Estate Owned (“OREO”)

Real estate acquired through, or in lieu of, foreclosure is held for sale and is stated at fair value of the property, less estimated disposal costs, if any. Any excess of cost over the fair value less costs to sell at the time of acquisition is charged to the allowance for loan losses. The fair value is reviewed periodically by management and any write-downs are charged against current earnings. Accounting policy and treatment is consistent with accounting for impaired loans described above.

 

Pension Plan

The Company’s actuary determines plan obligations and annual pension expense using a number of key assumptions. Key assumptions may include the discount rate, the estimated return on plan assets and the anticipated rate of compensation increases. Changes in these assumptions in the future, if any, or in the method under which benefits are calculated may impact pension assets, liabilities or expense.

 

Other Than Temporary Impairment of Securities (“OTTI”)

Impairment of securities occurs when the fair value of a security is less than its amortized cost. For debt securities, impairment is considered other-than-temporary and recognized in its entirety in net income if either (i) the Company intends to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If, however, the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery, the Company must determine what portion of the impairment is attributable to a credit loss, which occurs when the amortized cost basis of the security exceeds the present value of the cash flows expected to be collected from the security. If there is no credit loss, there is no other-than-temporary impairment. If there is a credit loss, other-than-temporary impairment exists, and the credit loss must be recognized in net income and the remaining portion of impairment must be recognized in other comprehensive income (loss). For equity securities, impairment is considered to be other-than-temporary based on the Company’s ability and intent to hold the investment until a recovery of fair value. Other-than-temporary impairment of an equity security results in a write-down that must be included in net income. The Company regularly reviews each investment security for other-than-temporary impairment based on criteria that include the extent to which cost exceeds market price, the duration of that market decline, the financial health of and specific prospects for the issuer, the Company’s best estimate of the present value of cash flows expected to be collected from debt securities, the Company’s intention with regard to holding the security to maturity and the likelihood that the Company would be required to sell the security before recovery.

 

Overview

National Bankshares, Inc. (the “Company” or “NBI”) is a financial holding company that was organized in 1986 under the laws of Virginia and is registered under the Bank Holding Company Act of 1956. It conducts most of its operations through itsNBI has two wholly-owned community bank subsidiary,subsidiaries, the National Bank of Blacksburg and National Bankshares Financial Services, Inc. The National Bank of Blacksburg (“NBB”). It also owns, which does business as National Bank from twenty-five office locations and one loan production office, is a community bank. NBB is the source of nearly all of the Company’s revenue. National Bankshares Financial Services, Inc. (“NBFS”), which does business as National Bankshares InsuranceInvestment Services and National Bankshares InvestmentInsurance Services. Income from NBFS is not significant at this time, nor is it expected to be so in the near future.

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Table of Contents

NBI common stock is listed on the NASDAQ Capital Market and is traded under the symbol “NKSH.” National Bankshares, Inc. has been included in the Russell Investments Russell 3000 and Russell 2000 Indexes since September 29, 2009.

 

Lending

 

The National Bank of Blacksburg, which does business as National Bank, was originally chartered in 1891 as the Bank of Blacksburg. Its state charter was converted to a national charter in 1922 and it became the National Bank of Blacksburg. In 2004, NBB purchased Community National Bank of Pulaski, Virginia. In May, 2006, Bank of Tazewell County, a Virginia bank which since 1996 was a wholly-owned subsidiary of NBI, was merged with and into NBB.

NBB is community-oriented and offers a full range of retail and commercial banking services to individuals, businesses, non-profits and local governments from its headquarters in Blacksburg, Virginia and its twenty-four branch offices throughout southwest Virginia and one loan production office in Roanoke Virginia. NBB has telephone, mobile and internet banking and it operates twenty-fourtwenty-three automated teller machines in its service area.

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The Bank’s primary source of revenue stems from lending activities.  The Bank focuses lending on small and mid-sized businesses and individuals. Loan types include commercial and agricultural, commercial real estate, construction for commercial and residential properties, residential real estate, home equity and various consumer loan products. The Bank hasbelieves its prudent lending policies to align its underwriting and portfolio management with its risk tolerance and income strategies. Underwriting and documentation requirements are tailored to the unique characteristics and inherent risks of each loan category.

The Bank’s loan policy is updated and approved by the Board of Directors annually and disseminated to lending and loan portfolio management personnel to ensure consistent lending practices. The policy communicates the Company’s risk tolerance by prescribing underwriting guidelines and procedures, including approval limits and hierarchy, documentation standards, requirements for collateral and loan-to-value limits, debt coverage, and overall credit-worthiness and guarantor support.

Of primary consideration is the repayment ability of the borrowers and (if secured) the collateral value in relation to the principal balance. Collateral lowers risk and may be used as a secondary source of repayment. The credit decision must be supported by documentation appropriate to the type of loan, including current financial information, income verification or cash flow analysis, tax returns, credit reports, collateral information, guarantor verification, title reports, appraisals (where appropriate), and other documents. A discussion of underwriting policies and procedures specific to the major loan products follows.

Commercial Loans. Commercial and agricultural loans primarily finance equipment acquisition, expansion, working capital, and other general business purposes. Because these loans have a higher degree of risk, the Bank generally obtains collateral such as inventories,inventory, accounts receivables or equipment and personal guarantees from the borrowing entity’s principal owners. The Bank’s policy limits lending up to 60% of the appraised value for inventory, andup to 90% of the lower of cost of market value of equipment and up to 70% for accounts receivables less than 90 days old. Credit decisions are based upon an assessment of the financial capacity of the applicant, including the primary borrower’s ability to repay within proposed terms, a risk assessment, financial strength of guarantors and adequacy of collateral. Credit agency reports of individual owners’ credit history supplement the analysis.

Commercial Real Estate Loans. Commercial mortgages and construction loans are offered to investors, developers and builders primarily within the Bank’s market area in southwest Virginia. These loans generally are secured by first mortgages on real estate. The loan amount is generally limited to 80% of the collateral value and is individually determined based on the property type, quality, location and financial strength of any guarantors. Commercial properties financed include retail centers, office space, hotels and motels, apartments, and industrial properties.

Underwriting decisions are based upon an analysis of the economic viability of the collateral and creditworthiness of the borrower. The Bank obtains appraisals from qualified certified independent appraisers to establish the value of collateral properties. The property’s projected net cash flows compared to the debt service requirement (the “debt service coverage ratio” or “DSCR”) is required to be 115% or greater and is computed after deduction for a vacancy factor and property expenses, as appropriate. Borrower cash flow may be supplemented by a personal guarantee from the principal(s) of the borrower and guarantees from other parties. The Bank requires title insurance, fire, extended coverage casualty insurance and flood insurance, if appropriate, in order to protect the security interest in the underlying property. In addition, the Bank may employ stress testing techniques on higher balance loans to determine repayment ability in a changing rate environment before granting loan approval.

Public Sector and Industrial Development Loans.The Company provides both long and short term loans to municipalities and other governmental entities within its geographical footprint. Borrowers include general taxing authorities such as a city or county, industrial/economic development authorities or utility authorities. Repayment sources are derived from taxation, such as property taxes and sales taxes, or revenue from the project financed with the loan. The Company’s underwriting considers local economic and population trends, reserves and liabilities, including pension liabilities.

Construction Loans. Construction loans are underwritten against projected cash flows from rental income, business and/or personal income from an owner-occupant or the sale of the property to an end-user. Associated risks may be mitigated by requiring fixed-price construction contracts, performance and payment bonding, controlled disbursements, and pre-sale contracts or pre-lease agreements.

Consumer Real Estate Loans. The Bank offers a variety of first mortgage and junior lien loans secured by primary residences to individuals within our markets. Credit decisions are primarily based on loan-to-value (“LTV”) ratios, debt-to-income (“DTI”) ratios, liquidity and net worth. Income and financial information is obtained from personal tax returns, personal financial statements and employment documentation. A maximum LTV ratio of 80% is generally required, although higher levels are permitted. The DTI ratio is limited to 43% of gross income.

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Consumer real estate mortgages may have fixed interest rates for the entire term of the loan or variable interest rates subject to change after the first, third, or fifth year. Variable rates are based on the weekly average yield of United States Treasury Securities and are underwritten at fully-indexed rates. We do not offer certain high risk loan products such as interest-only consumer mortgage loans, hybrid loans, payment option ARMs, reverse mortgage loans, loans with initial teaser rates or any product with negative amortization. Hybrid loans are loans that start out as a fixed rate mortgage, but after a set number of years they automatically adjust to an adjustable rate mortgage. Payment option ARMs usually have adjustable rates, for which borrowers choose their monthly payment of either a full payment, interest only, or a minimum payment which may be lower than the payment required to reduce the balance of the loan in accordance with the originally underwritten amortization.     

Home equity loans are secured primarily by second mortgages on residential property. The underwriting policy for home equity loans generally permits aggregate (the total of all liens secured by the collateral property) borrowing availability up to 80% of the appraised value of the collateral. We offer both fixed rate and variable rate home equity loans, with variable rate loans underwritten at fully-indexed rates. Decisions are primarily based on LTV ratios, DTI ratios, liquidity and credit history. We do not offer home equity loan products with reduced documentation.

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Consumer Loans. Consumer loans include loans secured by automobiles, loans to consumers secured by other non-real estate collateral and loans to consumers that are unsecured. Automobile loans include loans secured by new or used automobiles. We originate automobile loans either on a direct basis orbasis. During 2018 and years prior, automobile loans were also originated on an indirect basis through selected dealerships. This program was discontinued in 2019. We require borrowers to maintain collision insurance on automobiles securing consumer loans. Our procedures for underwriting consumer loans include an assessment of an applicant’s overall financial capacity, including credit history and the ability to meet existing obligations and payments on the proposed loan. An applicant’s creditworthiness is the primary consideration, and if the loan is secured by an automobile or other collateral, the underwriting process also includes a comparison of the value of the collateral security to the proposed loan amount.

Other Products and Services.

Deposit products offered by the Bank include interest-bearing and non-interest bearing demand deposit accounts, money market deposit accounts, savings accounts, certificates of deposit, health savings accounts and individual retirement accounts. Deposit accounts are offered to both individuals and commercial businesses. Merchant credit card services and businessBusiness and consumer debit and credit cards are available. NBB offers other miscellaneous services normally provided by commercial banks, such as letters of credit, night depository, safe deposit boxes, utility payment services and automatic funds transfer. NBB conducts a general trust business that has wealth management, trust and estate services for individual and business customers.

 

Performance Summary

 

The following table presents the Company’s key performance ratios for the three months ended March 31, 20182019 and March 31, 20172018 and the year ended December 31, 2017.2018. The measures for March 31, 20182019 and March 31, 20172018 are annualized, except for basic earnings per share and fully diluted earnings per share.

 

 

Three Months Ended

March 31, 2018

  

Three Months Ended

March 31, 2017

  

Twelve Months Ended December 31, 2017

  

Three Months Ended

March 31, 2019

  

Three Months Ended

March 31, 2018

  

Twelve Months Ended

December 31, 2018

 

Return on average assets (1)

  1.32

%

  1.21

%

  1.14

%

  1.34

%

  1.32

%

  1.29

%

Return on average equity (1)

  8.85

%

  8.20

%

  7.64

%

Basic earnings per share

 $0.47  $0.52  $2.03 

Return on average equity (1) (4)

  8.92

%

  8.85

%

  8.65

%

Basic earnings per share (4)

 $0.65  $0.47  $2.32 

Fully diluted earnings per share

 $0.47  $0.52  $2.03  $0.65  $0.47  $2.32 

Net interest margin (2)

  3.38

%

  3.49

%

  3.45

%

  3.34

%

  3.38

%

  3.36

%

Noninterest margin (3)

  1.44

%

  1.47

%

  1.34

%

  1.47

%

  1.44

%

  1.40

%

 

(1)

The returnReturn on average assets and return on average equity are calculated by annualizingnon-GAAP measures. Components of GAAP net income that are deemed non-recurring by management are removed prior to date. For 2018,annualizing the annualization factor was not appliedadjusted net income. The adjusted net income is annualized. Items deemed non-recurring by management are added back to the recovery of loan lossesannualized adjusted net income, and the total is divided by average assets for return on average assets, or the insurance write-off.divided by average equity for return on average equity.

(2)

Net interest margin: Year-to-date tax-equivalent net interest income divided by year-to-date average earning assets.

(3)

Noninterest margin: Noninterest expense (excluding non-recurring items, the provision for bad debtsloan losses and income taxes) less noninterest income (excluding nonrecurring items and securities gains and losses) divided by average year-to-date assets.

The following table details the calculation of annualized net income for the return on average assets and the return on average equity:

  

Three Months Ended

March 31, 2018

  

Three Months Ended

March 31, 2017

 

Net Income

 $3,296  $3,649 

Items deemed non-recurring by management:

        

Insurance write-down, net of tax of $361

  1,362   --- 

Recovery of loan losses, net of tax of ($99)

  (373

)

  --- 

Adjusted net income

  4,285   3,649 

Adjusted net income, annualized

  17,378   14,799 

Items deemed non-recurring by management:

        

Insurance write-down, net of tax of ($361)

  (1,362

)

  --- 

Recovery of loan losses, net of tax of $99

  373   --- 

Annualized net income for ratio calculation

 $16,389  $14,799 

(4)

During March 2019, The Company repurchased 452,400 shares under its publicly announced stock repurchase plan. The repurchase reduced shareholders equity by $17,997.

 

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The annualized return on average assets increased 112 basis points for the three months ended March 31, 20182019 compared with the three months ended March 31, 2017 and increased 18 basis points compared with the twelve months ended December 31, 2017.

2018. The annualized return on average equity was 8.85%increased 7 basis points for the three months ended March 31, 2018, an increase from 8.20% for2019 compared with the three month periodmonths ended March 31, 2017 and 7.64% for the twelve month period ended December 31, 2017.2018.

The annualized net interest margin was 3.38%3.34% for the three months ended March 31, 2018,2019, down 114 basis points from the 3.49%3.38% reported for the three months ended March 31, 2017 and down 7 basis points from the 3.45% reported for the twelve months ended December 31, 2017.2018. The primary factor driving the decrease in the net interest margin was the decreaseincrease in income from nontaxable securities.interest expense for interest-bearing liabilities. Please refer to the discussion under Net Interest Income for further information.

The annualized noninterest margin improvedworsened by 3 basis points when compared with the three month period ended March 31, 2017 and increased by 10 basis points from the twelve months ended December 31, 2017.2018. Please refer to the discussions under noninterest income and noninterest expense for further informationinformation.

 

Growth

 

NBI’s key growth indicators are shown in the following table.

 

  

March 31, 2018

  

December 31, 2017

  

Percent Change

 

Interest-bearing deposits

 $76,571  $51,233   49.46

%

Securities

  461,337   459,751   0.34

%

Loans, net

  651,272   660,144   (1.34

)%

Deposits

  1,072,940   1,059,734   1.25

%

Total assets

  1,270,528   1,256,757   1.10

%

  

March 31, 2019

  

December 31, 2018

  

Percent Change

 

Interest-bearing deposits

 $53,381  $43,491   22.74

 %

Securities and restricted stock

  405,865   426,230   (4.78

)%

Loans, net

  711,011   702,409   1.22

 %

Deposits

  1,060,205   1,051,942   0.79

 %

Total assets

  1,258,003   1,256,032   0.16

 %

 

Asset Quality

 

Key indicators of the Company’s asset quality are presented in the following table.

 

 

March 31, 2018

  

March 31, 2017

  

December 31, 2017

  

March 31, 2019

  

March 31, 2018

  

December 31, 2018

 

Nonperforming loans

 $2,764  $5,680  $2,769  $3,734  $2,764  $3,420 

Loans past due 90 days or more, and still accruing

  52   63   51   55   52   35 

Other real estate owned

  2,741   2,952   2,817   2,025   2,741   2,052 

Allowance for loan losses to loans

  1.12

%

  1.27

%

  1.19

%

  1.02

%

  1.12

%

  1.04

 %

Net charge-off ratio

  0.04

%

  0.06

%

  0.08

%

  0.13

%

  0.04

%

  0.07

 %

Ratio of nonperforming assets to loans, net of unearned income and deferred fees and costs, plus other real estate owned

  0.83

%

  1.32

%

  0.83

%

  0.80

%

  0.83

%

  0.77

 %

Ratio of allowance for loan losses to nonperforming loans

  267.40

%

  145.44

%

  286.20

%

  197.11

%

  267.40

%

  216.08

 %

 

The Company’s risk analysis at March 31, 20182019 determined an allowance for loan losses of $7,391$7,360 or 1.12%1.02% of loans net of unearned income and deferred fees and costs, a decrease from $7,925$7,390 or 1.19%1.04% at December 31, 2017.2018. The determination of the appropriate level for the allowance for loan losses resulted in a recoveryprovision of provision for loan losses of $472$200 for the three months ended March 31, 2018,2019, compared with a provision of $59recovery for the three monthsmonth period ended March 31, 2017 and a provision for the twelve month period ended December 31, 20172018 of $157.$472. To determine the appropriate level of the allowance for loan losses, the Company considers credit risk for certain loans designated as impaired and for non-impaired (“collectively evaluated”) loans.

Individually evaluated impaired loans totaled $11,681$6,337 on a gross basis and $11,666$6,338 net of unearned income and deferred fees and costs, with specific allocations to the allowance for loan losses totaling $132 at March 31, 2019. Individually evaluated impaired loans at December 31, 2018 were $6,820 on a gross basis and $6,820 net of unearned income and deferred fees and costs, with specific allocations to the allowance for loan losses of $169 at March 31, 2018. Individually evaluated impaired loans at December 31, 2017 were $11,924 on a gross basis and $11,919 net of unearned income and deferred fees and costs, with specific allocations to the allowance for loan losses of $177.$139. The specific allocation is determined based on criteria particular to each impaired loan.

Collectively evaluated loans totaled $647,571$712,619 on a gross basis and $646,997$712,033 net of unearned income and deferred fees and costs, with an allowance of $7,222$7,228 or 1.12%1.02% at March 31, 2018.2019. At December 31, 2017,2018, collectively evaluated loans totaled $656,758$703,577 on a gross basis and $656,150$702,979 net of unearned income and deferred fees and costs, with an allowance of $7,748$7,251 or 1.18%1.03%.

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For collectively evaluated loans, the Company applies to each loan class a historical net charge-off rate, adjusted for qualitative factors that influence credit risk. Qualitative factors evaluated for impact to credit risk include economic measures, asset quality indicators, loan characteristics, and internal Bank policies and management.

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Net charge-off rates for each class are averaged over 8 quarters (2 years) to determine the historical net charge off rate applied to each class of collectively evaluated loans. Net charge-offs for the three months ended March 31, 20182019 were $62$230 or 0.04%0.13% (annualized) of average loans, an improvementincrease from $98$62 or 0.06%0.04% (annualized) for the three months ended March 31, 2017. Net charge-offs for the twelve months ended December 31, 2017 were $532 or 0.08% of loans.2018. The 8-quarter average historical loss rate applied to the calculation was 0.08% for March 31, 2019, .07% for December 31, 2018 and 0.14% for March 31, 2018, 0.28% for March 31, 2017 and 0.17% for December 31, 2017.2018. Increases in the net charge-off rate increase the required allowance for collectively-evaluated loans, while decreases in the net charge-off rate decrease the required allowance for collectively-evaluated loans.

Economic factors influence credit risk and impact the allowance for loan loss. The Company considers economic indicators within its market area, including: unemployment, personal bankruptcy filings, business bankruptcy filings, the interest rate environment, residential vacancy rates, housing inventory for sale, and the competitive environment. Lower unemployment lowers credit risk and the allowance for loan losses, while higher unemployment increases credit risk. Higher bankruptcy filings indicate heightened credit risk and increase the allowance for loan losses, while lower bankruptcy filings have a beneficial impact on credit risk. The interest rate environment impacts variable rate loans. As interest rates increase, the payment on variable rate loans increases, increasingwhich may increase credit risk. However the effect of gradual, measured interest rate changes does not affect credit risk as much as a volatile interest rate environment. Residential vacancy rates and housing inventory for sale impact the Company’s residential construction customers and the consumer real estate market. Higher levels increase credit risk. Higher competition for loans increases credit risk, while lower competition decreases credit risk.

Economic indicators that improvedWithin the Company’s market area, the unemployment rate, the inventory of new and existing homes, and the number of business bankruptcy filings increased slightly from December 31, 2017 were lower personal2018, assessed as a slight negative impact to credit risk. The competitive, legal and business bankruptcies,regulatory environments remained at similar levels to December 31, 2018. The residential residency rates, and housing inventory for sale in the Company’s market area. Improved economic indicators result in a lower requirement for the allowance for loan losses. Economic indicators that negatively impacted credit risk included elevated unemploymentvacancy rate and increases in thepersonal bankruptcy filings improved slightly when compared to December 31, 2018.

The interest rate environment when dataremained at March 31, 2018 are compared with datathe same level as at December 31, 2017.2018. The competitive environment remained at a similar levelFederal Reserve has raised rates 8 times between September 2016 and September 2018, in increments of 25 basis points. Through June 2018 the Company allocated to that at December 31, 2017.the ALLL an additional 2 basis points for each increase to account for the credit risk of increased debt service on adjustable rate loans. However, charge-off rates have dropped since 2016 and criticized assets have fallen substantially. The Federal Reserve's gradual and measured rate increases did not increase volatility and appear to have been absorbed by adjustable rate loans with no negative effect to credit risk. The allocation for credit risk was reduced to reflect the portfolio’s absorption of prior increases.

The Company considers other factors that impact credit risk, including the risk from changes in the legal and regulatory environments, changes to lending policies and loan review, and changes in management’s experience. Each of the factors remained at similar levels to December 31, 2018. Management examined the allocation to the allowance for the risk from changes in lending policies. The allocation reduced the allowance due to tightened underwriting standards implemented in 2017. Management deemed that the benefit from changes in 2017 would now be reflected in the historical loss rates and removed the allocation.

Asset quality indicators affect the level of the allowance for loan losses. Accruing loans past due 30-89 days were 0.38%0.25% of total loans, net of unearned income and deferred fees and costs at March 31, 2018, an increase from 0.34%2019, slightly above 0.23% at December 31, 2017 and 0.33% at March 31, 2017.2018. Accruing loans past due 90 days or more were 0.01% of total loans, net of unearned income and deferred fees and costs at March 31, 2018, the same level as2019, and 0.0% at December 31, 2017 and March 31, 2017.2018. Nonaccrual loans at March 31, 20182019 were 0.42%0.52% of total loans, net of unearned income and deferred fees and costs, 0.41%an increase from 0.48% at December 31, 2017 and 0.87% at March 31, 2017.2018. Decreases in past due and nonaccrual loans reduce the required level of the allowance for loan losses, while increases in past due and nonaccrual loans increase the required level of the allowance for loan losses.

Levels of high risk loans are considered in the determination of the level of the allowance for loan loss. High risk loans are defined by the Company as loans secured by junior liens, interest-only loans and loans with a high loan-to-value ratio. A decrease in the level of high risk loans within a class decreases the required allocation for the loan class, and an increase in the level of high risk loans within a class increases the required allocation for the loan class. Total high risk loans rose $1,043 or 0.66% from the level at December 31, 2018, resulting in an increased allocation.

Loans rated “special mention” and “classified” (together, “criticized assets”) indicate heightened credit risk. Higher levels of criticized assets increase the required level of the allowance for collectively-evaluated loans, while lower levels of criticized assets reduce the required level of the allowance for collectively-evaluated loans. Loans rated special mention receive a 50% greater allocation for qualitative risk factors, and loans rated classified receive a 100% greater allocation for qualitative risk factors. A classified loss rate is also applied to classified loans, calculated as net charge offs divided by classified loans.

Collectively evaluated loans rated “special mention” were $3,640$1,391 at March 31, 2018, $3,3612019 and $1,455 at December 31, 2017 and $11,380 at March 31, 2017.2018. Collectively evaluated loans rated classified were $2,383$1,350 at March 31, 2018, $1,6912019 and $735 at December 31, 2017 and $3,205 at March 31, 2017.

Levels of high risk loans are considered in the determination of the level of the allowance for loan loss. High risk loans are defined by the Company as loans secured by junior liens, interest-only loans and loans with a high loan-to-value ratio. A decrease in the level of high risk loans within a class decreases the required allocation for the loan class, and an increase in the level of high risk loans within a class increases the required allocation for the loan class. Total high risk loans rose $4,243 or 2.72% from the level at December 31, 2017, resulting in an increased allocation.2018.

The calculation of the appropriate level for the allowance for loan losses incorporates analysis of multiple factors and requires management’s prudent and informed judgment. The ratio of the allowance for loan losses to total loans, net of unearned income and deferred fees and costs at March 31, 20182019 is 1.12%1.02%, a decrease from 1.19%1.04% at December 31, 2017.2018. The ratio of the allowance for collectively-evaluated loan losses to collectively-evaluated loans, net of unearned income and deferred fees and costs was 1.12%1.02%, compared with 1.18%1.03% at December 31, 2017.2018. Improvements from December 31, 20172018 in the charge-offpersonal bankruptcy rate, business and personal bankruptcies, residential vacancy and housing inventoryloans rated special mention, as well as a reduced allocation for the interest rate environment decreased the required level of the allowance for loan losses,losses. Other indicators slightly offset bythe improvements, including a slight worsening in the unemployment levels, business bankruptcy, the inventory of homes, the level of classified loans, past due and nonaccrual loans criticized loans, unemployment, and the impactremoval of the interest rate environment.a benefit for prior underwriting changes that are deemed to have been incorporated in other measures. Based on analysis of historical indicators, asset quality and economic factors, management believes the level of allowance for loan losses is reasonable for the credit risk in the loan portfolio.

 

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The following table discloses the other real estate owned in physical possession and in process at each reporting date:

 

Other Real Estate Owned(1)

 

March 31, 2018

  

March 31, 2017

  

December 31, 2017

  

March 31, 2019

  

March 31, 2018

  

December 31, 2018

 

Real estate construction

 $2,425  $2,466  $2,425  $2,012  $2,425  $2,012 

Consumer real estate

  42   ---   42   13   42   13 

Commercial real estate

  274   486   350   ---   274   27 

Total other real estate owned

 $2,741  $2,952  $2,817  $2,025  $2,741  $2,052 

Other real estate owned in process

 $46  $1,376  $11 
            

Loans in process of foreclosure

 $496  $46  $140 

 

(1)

Net of valuation allowance.

 

Other real estate owned decreased $76$27 from December 31, 20172018 and $211$716 from March 31, 2017.2018. As of March 31, 2018,2019, loans secured by residential real estate totaling $46$496 are in various stages of foreclosure and may impact other real estate owned in future quarters. It is not possible to accurately predict the future total of other real estate owned because property sold at foreclosure may be acquired by third parties and NBB’s other real estate owned properties are regularly marketed and sold.

The Company continues to monitor risk levels within the loan portfolio. Please refer to Note 3: Allowance for Loan Losses, Nonperforming Assets and Impaired Loans for further information on collectively-evaluated loans, individually-evaluated impaired loans and the unallocated portion of the allowance for loan losses.

 

Modifications and Troubled Debt Restructurings (“TDRs”)

 

In the ordinary course of business the Company modifies loan terms on a case-by-case basis, including both consumer and commercial loans, for a variety of reasons. Modifications to consumer loans generally involve short-term deferrals to accommodate specific, temporary circumstances. The Company may grant extensions to borrowers who have demonstrated a willingness and ability to repay their loan but who are experiencing consequences of a specific unforeseen temporary hardship.

An extension defers monthly payments and requires a balloon payment at the original contractual maturity. If the temporary event is not expected to impact a borrower’s ability to repay the debt, and if the Company expects to collect all amounts due including interest accrued at the contractual interest rate for the period of delay at contractual maturity, the modification is not designated a TDR.

Modifications to commercial loans may include, but are not limited to, changes in interest rate, maturity, amortization and financial covenants. In the original underwriting, loan terms are established that represent the then-current and projected financial condition of the borrower. If the modified terms are consistent with competitive market conditions and representative of terms the borrower could otherwise obtain in the open market, the modified loan is not categorized as a TDR.

The Company codes modifications to assist in identifying troubled debt restructurings. The majority of modifications were granted for competitive reasons and did not constitute troubled debt restructurings. A description of modifications that did not result in troubled debt restructurings follows:

 

Three Months Ended March 31, 2018

Three Months Ended March 31, 2019

Three Months Ended March 31, 2019

 

Modifications To Borrowers Not Experiencing

Financial Difficulty

 

Number of Loans

Modified

  

Total Amount Modified

(in thousands)

 

Number of Loans

Modified

  

Amount Modified

(in thousands)

 

Rate reductions for competitive purposes

  ---  $---  1  $842 

Payment extensions for less than 3 months

  9   75  23   536 

Maturity date extensions of more than 3 months and up to 6 months

  30   3,931  26   5,331 

Maturity date extensions of more than 6 months and up to 12 months

  69   3,965  80   7,280 

Maturity date extensions of more than 12 months

  6   1,253  1   304 

Advances on non-revolving loans or capitalization

  3   685  ---   --- 

Change in amortization term or method

  4   786  1   90 

Change or release of collateral

  24   419  10   270 

Renewal of expired Home Equity Line of Credit loans for additional 10 years

  3   14  5   95 

Renewal of single-payment notes

  42   689  35   946 

Total modifications that do not constitute TDRs

  190  $11,817  182  $15,694 

 

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Three Months Ended March 31, 2018

 

Modifications To Borrowers Not Experiencing Financial Difficulty

 

Number of Loans

Modified

  

Amount Modified

(in thousands)

 

Rate reductions for competitive purposes

  ---  $--- 

Payment extensions for less than 3 months

  9   75 

Maturity date extensions of more than 3 months and up to 6 months

  30   3,931 

Maturity date extensions of more than 6 months and up to 12 months

  69   3,965 

Maturity date extensions of more than 12 months

  6   1,253 

Advances on non-revolving loans or capitalization

  3   685 

Change in amortization term or method

  4   786 

Change or release of collateral

  24   419 

Renewal of expired Home Equity Line of Credit loans for additional 10 years

  3   14 

Renewal of single-payment notes

  42   689 

Total modifications that do not constitute TDRs

  190  $11,817 

 

Three Months Ended March 31, 2017

Modifications To Borrowers Not Experiencing

Financial Difficulty

 

Number of Loans

Modified

  

Total Amount Modified

(in thousands)

Rate reductions for competitive purposes

  10  $4,145

Payment extensions for less than 3 months

  37   906

Maturity date extensions of more than 3 months and up to 6 months

  63   11,378

Maturity date extensions of more than 6 months and up to 12 months

  78   3,302

Maturity date extensions of more than 12 months

  1   3

Advances on non-revolving loans or capitalization

  8   1,104

Change in amortization term or method

  7   969

Renewal of expired Home Equity Line of Credit loans for additional 10 years

  5   213

Renewal of single-payment notes

  70   1,466

Total modifications that do not constitute TDRs

  279  $23,486

Twelve Months Ended December 31, 2017

Twelve Months Ended December 31, 2018

Twelve Months Ended December 31, 2018

 

Modifications To Borrowers Not Experiencing

Financial Difficulty

 

Number of Loans Modified

  

Total Amount Modified

(in thousands)

 

Number of Loans

Modified

  

Amount Modified

(in thousands)

 

Rate reductions for competitive purposes

  29  $11,783  18  $8,384 

Payment extensions for less than 3 months

  126   2,693  61   646 

Maturity date extensions of more than 3 months and up to 6 months

  182   29,253  134   22,663 

Maturity date extensions of more than 6 months and up to 12 months

  316   14,675  308   11,777 

Maturity date extensions of more than 12 months

  7   3,474  17   2,304 

Advances on non-revolving loans or recapitalization

  12   4,603  8   2,076 

Change in amortization term or method

  42   4,884  11   1,542 

Change or release of collateral

  43   783 

Renewal of expired Home Equity Line of Credit loans for additional 10 years

  19   448  20   300 

Renewal of single-payment notes

  240   5,044  138   2,862 

Total modifications that do not constitute TDRs

  973  $76,857  758  $53,337 

 

Modifications in which the borrower is experiencing financial difficulty and for which the Company makes a concession to the original contractual loan terms are designated troubled debt restructurings.

Modifications of loan terms to borrowers experiencing financial difficulty are made in an attempt to protect as much of the Company’s investment in the loan as possible. The determination of whether a modification should be accounted for as a TDR requires significant judgment after consideration of all facts and circumstances surrounding the transaction.

Assuming all other TDR criteria are met, the Company considers one or a combination of the following concessions to the loan terms to indicate TDR status: a reduction of the stated interest rate, an extension of the maturity date at an interest rate lower than the current market rate for a new loan with a similar term and similar risk, restructuring an amortizing loan to interest only for a period, or forgiveness of principal or accrued interest.

The Company has restructured loan terms for certain qualified financially distressed borrowers who have agreed to work in good faith and have demonstrated the ability to make the restructured payments in order to avoid a foreclosure. All TDR loans are individually evaluated for impairment for purposes of determining the allowance for loan losses. TDR loans with an impairment loss or that do not demonstrate current payments for at least six months are maintained on nonaccrual until the borrower demonstrates sustained repayment history under the restructured terms and continued repayment is not in doubt. Otherwise, interest income is recognized using a cost recovery method.

The Company’s TDRs were $10,648$5,435 at March 31, 2018, an increase2019, a decrease from $7,897$5,661 at December 31, 2017.2018. Accruing TDR loans amounted to $7,890$1,995 at March 31, 20182019 and $5,134$2,552 at December 31, 2017.2018. TDRs with at least six months of current payment history may accrue interest.

 

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TDR Status as of March 31, 2019

 
      

Accruing

     
  

Total TDR

Loans

  

Current

  

30-89 Days

Past Due

  

90+ Days

Past Due

  

Nonaccrual

 

Real estate construction

 $---  $---  $---  $---  $--- 

Consumer real estate

  1,000   464   139   ---   397 

Commercial real estate

  3,436   393   ---   ---   3,043 

Commercial non real estate

  989   989   ---   ---   --- 

Consumer non real estate

  10   6   ---   4   --- 

Total TDR Loans

 $5,435  $1,852  $139  $4  $3,440 

 

 

 

TDR Status as of March 31, 2018

 

TDR Status as of December 31, 2018

 
     

Accruing

         

Accruing

     
 

Total TDR

Loans

  

Current

  

30-89 Days

Past Due

  

90+ Days

Past Due

  

Nonaccrual

 

Total TDR

Loans

  

Current

  

30-89 Days

Past Due

  

90+ Days

Past Due

  

Nonaccrual

 

Real estate construction

 $2,817   2,817  $---  $---  $---

Consumer real estate

  1,077   767   168   ---   142 $1,027  $417  $---  $---  $610 

Commercial real estate

  5,527   2,925   ---   ---   2,602  3,606   1,112   ---   ---   2,494 

Commercial non real estate

  1,203   1,190   ---   ---   13  1,015   1,010   ---   ---   5 

Consumer non real estate

  24   19   4   ---   1  13   9   4   ---   --- 

Total TDR Loans

 $10,648  $7,718  $172  $---  $2,758 $5,661  $2,548  $4  $---  $3,109 

 

  

TDR Status as of December 31, 2017

      

Accruing

    
  

Total TDR

Loans

  

Current

  

30-89 Days

Past Due

  

90+ Days

Past Due

  

Nonaccrual

Real estate construction

 $---  $---  $---  $---  $---

Consumer real estate

  1,092   773   174   ---   145

Commercial real estate

  5,550   2,948   ---   ---   2,602

Commercial non real estate

  1,229   1,214   ---   ---   15

Consumer non real estate

  26   25   ---   ---   1

Total TDR Loans

 $7,897  $4,960  $174  $---  $2,763

 

Restructuring generally results in a loan with either lower payments or a maturity extended beyond that originally required, and is expected to result in a lower risk of loss associated with nonperformance than the pre-modified loan. The Company modified two loansdid not modify any during the three month period ended March 31, 20182019 and did not modified anytwo loans during the threetwo month period ended March 31, 2017.2018. Please refer to Note 3 for information on troubled debt restructurings.

 

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Net Interest Income

 

The net interest income analysis for the three months ended March 31, 20182019 and 20172018 follows:

 

 

Three Months Ended

  

Three Months Ended

 
 

March 31, 2018

  

March 31, 2017

  

March 31, 2019

  

March 31, 2018

 
 


Average
Balance

  



Interest

  

 

Average
Yield/
Rate

  


Average
Balance

  



Interest

  

Average
Yield/
Rate

  


Average
Balance

  



Interest

  

Average
Yield/
Rate

  


Average
Balance

  



Interest

  

Average
Yield/
Rate

 

Interest-earning assets:

                                                

Loans, net (1)(2)(3)(4)

 $665,089  $7,620   4.65

%

 $649,907  $7,616   4.75

%

 $710,291  $8,385   4.79

%

 $665,089  $7,620   4.65

%

Taxable securities (5)(6)

  334,849   1,608   1.95

%

  310,370   1,402   1.83

%

  315,221   1,683   2.17

%

  334,849   1,608   1.95

%

Nontaxable securities (1)(5)

  131,331   1,489   4.60

%

  134,454   1,910   5.76

%

  108,152   1,178   4.42

%

  131,331   1,489   4.60

%

Interest-bearing deposits

  45,740   172   1.53

%

  72,322   148   0.83

%

  44,246   259   2.37

%

  45,740   172   1.53

%

Total interest-earning assets

 $1,177,009  $10,889   3.75

%

 $1,167,053  $11,076   3.85

%

 $1,177,910  $11,505   3.96

%

 $1,177,009  $10,889   3.75

%

Interest-bearing liabilities:

                                                

Interest-bearing demand deposits

 $612,831  $905   0.60

%

 $595,138  $819   0.56

%

 $608,266  $1,404   0.94

%

 $612,831  $905   0.60

%

Savings deposits

  141,171   55   0.16

%

  137,415   64   0.19

%

  139,730   92   0.27

%

  141,171   55   0.16

%

Time deposits

  114,116   121   0.43

%

  128,375   145   0.46

%

  106,618   297   1.13

%

  114,116   121   0.43

%

Total interest-bearing liabilities

 $868,118  $1,081   0.51

%

 $860,928  $1,028   0.48

%

 $854,614  $1,793   0.85

%

 $868,118  $1,081   0.51

%

Net interest income and interest rate spread

     $9,808   3.24

%

     $10,048   3.37

%

     $9,712   3.11

%

     $9,808   3.24

%

Net yield on average interest-earning assets

          3.38

%

          3.49

%

          3.34

%

          3.38

%

 

(1)

Interest on nontaxable loans and securities is computed on a fully taxable equivalent basis using a Federal income tax rate of 21% for the three month period ended March 31, 2018 and 35% for the three month period ended March 31, 2017..

(2)

Included in interest income are loan fees of $42$37 and $116$42 for the three months ended March 31, 20182019 and 2017,2018, respectively.

(3)

Nonaccrual loans are included in average balances for yield computations.

(4)

Includes loans held for sale.

(5)

Daily averages are shown at amortized cost.

(6)

Includes restricted stock.

 

The following tables reconcile net interest income on a fully-taxable equivalent basis to net interest income on a GAAP basis.

  

Three Months Ended March,

 
  

2018

  

2017

 

Net interest income, fully taxable equivalent basis

 $9,808  $10,048 

Less: taxable equivalent adjustment

  (405

)

  (838

)

Net interest income

 $9,403  $9,210 

The net interest margin decreased 114 basis points forwhen the three month periodperiods ended March 31, 2018 when compared with the three month period ended2019 and March 31, 2017.2018 are compared. The decrease in interest rate spread resulted from a decline in the yield on earning assets of 10 basis points and an increase in the cost of interest-bearing liabilities of 334 basis points, partially offset by an increase in tax-equivalent yield on interest-earning assets of 21 basis points when the three-monththree month periods ended March 31, 20182019 and 2017March 31, 2018 are compared.

The tax-equivalent yield on loans declined 10increased 14 basis point when the three month period ended March 31, 2019 is compared with the same period ended March 31, 2018. The yield on taxable securities increased 22 basis points when the three month period ended March 31, 20182019 is compared with the same period ended March 31, 2017. The decline stemmed from contractual repricing terms and the renegotiation of loan interest rates in response to competition. The decrease in the Company’s tax rate from a marginal rate of 35% in 2017 to 21% in 2018 also reduced the fully taxable-equivalent yield on nontaxable loans when the three month periods ended March 31, 2018 and 2017 are compared.

The yield on taxable securities increased 12 basis points when the three month period ended March 31, 2018 is compared with the same period ended March 31, 2017.2018. The yield on nontaxable securities decreased 11618 basis points when the three month periods ended March 31, 20182019 and March 31, 20172018 are compared. As with nontaxable loans, the fully taxable-equivalent yield on nontaxable securities was negatively impacted by the reduction in tax rate.

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The increase in the cost of interest-bearing liabilities came from an increase in the cost of interest-bearing demand deposits.deposit offering rates. The cost of interest-bearing demand deposits increased 434 basis points for the three month period ending March 31, 2018,2019 when compared with the same period ended March 31, 2017.2018. The cost of savings deposits increased 11 basis points and the cost of time deposits increased 70 basis points when the three month periods ended March 31, 2019 and March 31, 2018 are compared. The Company’s yield on earning assets and cost of funds are largely dependent on the interest rate environment.

 

Provision and Allowance for Loan Losses

 

The calculation of the allowance for loan losses resulted in a recoveryprovision for loan losses of loan losses$200 for the three month period ended March 31, 2018 was $472,2019, compared with a provision forrecovery of loan losses of $59$472, for the same period ended March 31, 2017.2018. The provision for loan losses is the result of a detailed analysis to estimate an adequate allowance for loan losses. The ratio of the allowance for loan losses to total loans at March 31, 20182019 was 1.12%1.02%, which compares to 1.19%compared with 1.04% at December 31, 20172018 and 1.27%1.12% at March 31, 2018. The net charge-off ratio was 0.13% (annualized) for the three months ended March 31, 2019, 0.04% (annualized) for the three months ended March 31, 2018 0.06% for the three months ended March 31, 2017 and 0.08%0.07% for the year ended December 31, 2017.2018. See “Asset Quality” for additional information.

 

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Table of Contents

Noninterest Income

 

 

Three Months Ended

      

Three Months Ended

     
 

March 31, 2018

  

March 31, 2017

  

Percent Change

  

March 31, 2019

  

March 31, 2018

  

Percent Change

 

Service charges on deposits

 $670  $665   0.75

%

 $590  $670   (11.94

)%

Other service charges and fees

  33   69   (52.17

)%

  52   33   57.58

 %

Credit and debit card fees

  344   244   40.98

%

  309   344   (10.17

)%

Trust fees

  402   401   0.25

%

  397   402   (1.24

)%

BOLI income

  228   143   59.44

%

  219   228   (3.95

)%

Other income

  346   328   5.49

%

  910   346   163.01

 %

Realized securities gain, net

  12   ---   100.00

 %

 

Service charges on deposit accounts increased slightlydecreased 11.94% for the three month period ended March 31, 20182019 when compared with the same period ended March 31, 2017.2018. Other service charges and fees decreasedincreased 57.58% when the three period ended March 31, 2018 are2019 is compared with the same period ended March 31, 2017.2018. Other service charges include charges for official checks, income from the sale of checks to customers, safe deposit box rent, fees for letters of credit and the income earned from commissions on the sale of credit life, accident and health insurance. Increased volume in letters of credit provided most of the increase. Service charges on deposits and other service charges and fees are subject to normal business fluctuation and are not due to changes in fee structure.

Credit and debit card fees are presented net of interchange expense. Credit and debit card fees increased $100decreased $35 for the three month period ended March 31, 2018,2019 when compared with the same period last year. During the latter half of 2017, the Company sold its merchant processing business, which resulted in a decline in associated merchant interchange expense when the three month periods ended March 31, 2018 and March 21, 2017 are compared. Credit and debit card fees are based on volume and other factors.

Income from trust fees was similardecreased $5 for the three months ended March 31, 2018 and the three month period ended March 31, 2017.2019, compared with the same period ended March 31, 2018. Trust income varies depending on the total assets held in trust accounts, the type of accounts under management and financial market conditions.

BOLI income increased $85decreased $9 for the three month period ended March 31, 20182019 compared with the three monthsame period ended March 31, 2017. The Company purchased $10 million in additional BOLI investments on June 30, 2017.2018.

Other income includes fees on the sale of secondary-market mortgages, net gains from the sale of fixed assets, revenue from investment and insurance sales and other smaller miscellaneous components. These areas fluctuate with market conditions and because of competitive factors. Other income increased $18 or 5.49%$564 for the three month periodmonths ended March 31, 2018,2019 when compared with the same period ended March 31, 2017. Most2018. The Company recognized a recovery of $538 on a previously recognized insurance loss.

The Company realized a gain of $12 on the increase was due to increases in commissionscall and sale of securities during the three month period ended March 31, 2019. No gains on securities saleswere realized during the first quarter of 2018. Net realized securities gains and income recognized on investments in partnerships.

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Table of Contents


losses are market driven.

 

Noninterest Expense

 

 

Three Months Ended

      

Three Months Ended

     
 

March 31, 2018

  

March 31, 2017

  

Percent Change

  

March 31, 2019

  

March 31, 2018

  

Percent Change

 

Salaries and employee benefits

 $3,694  $3,523   4.85

%

 $3,821  $3,694   3.44

 %

Occupancy, furniture and fixtures

  472   438   7.76

%

  465   472   (1.48

)%

Data processing and ATM

  733   566   29.51

%

  751   733   2.46

 %

FDIC assessment

  91   95   (4.21

)%

  85   91   (6.59

)%

Intangibles amortization

  12   31   (61.29

)%

  ---   12   (100.00

)%

Net costs of other real estate owned

  85   29   193.10

%

  25   85   (70.59

)%

Franchise taxes

  331   322   2.80

%

  314   331   (5.14

)%

Write-down of insurance receivable  1,724   ---  NR   ---   1,724   (100.00

)%

Other operating expenses

  1,022   1,279   (20.09

)%

  1,004   1,022   (1.76

)%

 

Total noninterest expense increased $1,881decreased $1,699 or 29.94%20.81% for the three month period ended March 31, 20182019 when compared with the same period of 2017.2018. The increase stemmed primarily from increasesdecrease was largely driven by the write-down of the insurance receivable in data processing and ATM, net coststhe first quarter of other real estate owned and other operating expenses.2018.

Salaries and employee benefits increased $171$127 or 4.85%3.44% for the three month period ended March 31, 20182019 when compared with the same period in 2017.2018. This expense category includes employee salaries, payroll taxes, insurance and fringe benefits, ESOP contribution accruals, the service component of net periodic pension cost, and salary continuation expenses. A decrease in salary expense

46

Table of $71 was offset by increases in payroll taxes of $39, fringe benefits of $74, and pension servicing cost of $120. Please refer to Note 1: General for information on adoption of pension accounting guidance effective January 1, 2018.Contents

Occupancy, furniture and fixtures expense increased $34decreased $7 or 1.48% when the three month periods ended March 31, 20182019 and March 31, 20172018 are compared.

Data processing and ATM expense increased $167 when$18 for the three month period ended March 31, 2018 is2019, compared with the same period in 2017,2018, due to infrastructure upgrades. 

FDIC assessment expense decreased $4$6 for the three month period ended March 31, 20182019 when compared with the same periodsperiod of 2017.2018. The FDIC assessment is accrued based on a method provided by the FDIC. The calculation is based on average assets divided by average tangible equity and incorporates risk-based factors to determine the amount of the assessment.

Core deposit intangibles are the result of prior merger and acquisition activity and are amortized over a period of years. CertainAmortization of the Company’s intangible assets became fully amortized during 2017.was completed in 2018. This accounted for the decline in intangibles amortization expense of $19$12 for the three month period ended March 31, 2018,2019, compared with the same period of 2017.2018.

Net costs of other real estate owned increased $56decreased $60 for the three month period ended March 31, 2018,2019, compared with the same periodsperiod in 2017.2018. The cost of other real estate owned includes maintenance costs as well as valuation write-downs and gains and losses on the sale of properties. The expense varies with the number of properties, the maintenance required and changes in the real estate market. OREO properties are accounted for at fair value less cost to sell upon foreclosure and are thereafter periodically appraised to determine market value. Declines in market value are recognized through valuation expense. WriteThere were no write downs on OREO properties wereduring the three months ended March 31, 2019, compared with $76 for the three months ended March 31, 2018, compared with $122018. The Company recognized a loss on the sale of OREO of $5 for the three months ended March 31, 2017. Carrying expenses totaled $92019. There were no losses on OREO sales for the three months ended March 31, 2018, compared with $21 for the three months ended March 31, 2017.same period in 2018.

Franchise tax expense fordecreased $17 or 5.14% when the three month period ended March 31, 2018 was at a similar level to2019 is compared with the samethree month period ended March 31, 2017.2018. Franchise tax is primarily based on capital levels of the subsidiary bankbank.

The Company recognized an expense of $1,724 during the first quarter ofthree month period ended March 31, 2018 to reduce itsand insurance receivable related to a cybersecurity breach. Please see the discussion under the section “Cybersecurity Risks and Incidents” below.

The category of other operating expenses includes noninterest expense items such as professional services, stationery and supplies, telephone costs, postage, charitable donations, losses and other expenses. Other operating expense decreased $257$18 or 20.09%1.76% for the three month period ended March 31, 2018,2019, compared with the same periodsperiod of 2017. The decrease is related to consulting and advisory services for the cybersecurity breach and non-service components of net periodic pension cost.  During the first quarter of 2017, the Company incurred $135 in consulting and advisory expenses related to the cybersecurity breach (discussed in further detail below).  Expense for non-service components of net periodic pension cost decreased $132 when the three month periods ended March 31, 2018 and March 31, 2017 are compared.2018.

 

Cybersecurity Risks and Incidents

As disclosed in previous reports, the Company’s computer system experienced two cyber intrusions, one in May of 2016 and one in January of 2017. The theft of funds totaled $2,408.      The Company notified all affected customers, and restored all funds so that no customer experienced a loss. The Company filed a claim with its insurance carrier on or about August 1, 2017.

The Company retained a nationally recognized firm to investigate and remediate the May 2016 intrusion and a separate nationally recognized firm to investigate and remediate the January 2017 intrusion. The firms provided the Company with recommendations concerning its systems and procedures. The Company adopted and implemented all of the recommendations resulting from the investigation of the May 2016 intrusion and has implemented most of the recommendations from the investigation of the January 2017 intrusion, with targeted completion for all such recommendations in 2018.

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Table of Contents


The Company filed an insurance claim in 2017 for both of the breaches and is awaiting a formal response from the insurance company. On April 4, 2018, legal counsel informed the Company’s management of recent correspondence with the insurance carrier. The correspondence suggests the insurance carrier may apply coverage in such a way as to limit insurance liability for the losses to a maximum of $500. In this case, the insurance carrier likely would reimburse the Company for $337. If this occurs, the Company will vigorously pursue litigation to recover the full amount, less the applicable deductible. We believe that litigation will ultimately resolve the case favorably. However, in light of the recent information from the carrier and to comply with accounting guidance surrounding contingencies, the Company reduced the amount of the insurance receivable to the worst-case scenario of $337, resulting in a write-down of $1,724, effective for the first quarter of 2018. If the Company recovers amounts in excess of the receivable, it will recognize a gain in the period of recovery.

treats cybersecurity risk seriously. The Company has a program to identify, mitigate and manage its cybersecurity risks.  The program includes penetration testing and vulnerability assessment, technological defenses such as antivirus software, patch management, and firewall management, ongoing employee training, email and web protections, an intrusion prevention system, and an additional targeteda cybersecurity insurance policy. Cybersecuritypolicy which covers some but not all losses arising from cybersecurity breaches, as well as ongoing employee training.  The costs other than the insurance receivable write-down include legal fees, system monitoring and protection and insurance and totaled $41of these measures were $67 for the three months ended March 31, 2018. Cybersecurity costs2019 and $48 for the three months ended March 31, 2017 included breach investigation, system monitoring and protection and totaled $142.2018. These costs are included in various categories of noninterest expense.

As disclosed in the Company’s December 31, 2018 10-K, the Company experienced two intrusions to its digital systems, one in May 2016 and one in January 2017. The Company retained two nationally recognized firms to investigate and remediate the intrusions and has adopted and implemented all of the recommendations provided through the investigations.

The financial impact of the attacks include the amount of the theft, as well as costs of investigation, remediation and litigation the Company pursued against the insurance carrier. During the first quarter of 2018, the Company recognized a write-down of the insurance receivable of $1,724.   Costs for legal consultation totaled $58 for the first three months of 2019 and $7 for the first three months of 2018.  The Company’s litigation against the insurance carrier was settled during the first quarter of 2019, subject to a non-disclosure agreement.  There has been no litigation against the Company to date associated with the breaches.

We have deployed a multi-faceted approach to limit the risk and impact of unauthorized access to customer accounts and to information relevant to customer accounts. We use digital technology safeguards, internal policies and procedures, and employee training to reduce the exposure of our systems to cyber-intrusions. However, it is not possible to fully eliminate exposure. The potential for financial and reputational losses due to cyber-breaches is increased by the possibility of human error, unknown system susceptibilities, and the rising sophistication of cyber-criminals to attack systems, disable safeguards and gain access to accounts and related information.  The companyCompany maintains insurance which provides a degree of coverage depending on the nature and circumstances of any cyber penetration but cannot be relied upon to reimburse fully the Company for all losses that may arise. The Company has adopted new protections and invested additional resources to increase its security, and continues to monitor security threats and opportunities to increase security.

 

Income Tax

Income tax expense for the first three months of 2019 was $726, compared with $438 for the first three months of 2018. The Tax Cuts and Jobs Act (“the Act”) was enacted December 22, 2017 and took effect January 1, 2018.  The Act reduced the Company’s statutory tax rate from a marginal rate of 35% to a flatis 21%. The Company’s effective tax rate for the three month period ended March 31, 20182019 was 11.73%14.05%, compared with 22.66%11.73% for the three month period ended March 31, 2017.2018.

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Table of Contents

 

Balance Sheet

 

Year-to-date daily averages for the major balance sheet categories are as follows:

 

Assets

 

March 31, 2018

  

December 31, 2017

  

Percent Change

  

March 31, 2019

  

December 31, 2018

  

Percent Change

 

Interest-bearing deposits

 $45,740  $71,603   (36.12

)%

 $44,246  $36,562   21.02

 %

Securities available for sale and restricted stock

  334,364   310,499   7.69

%

  417,970   400,694   4.31

 %

Securities held to maturity

  125,045   131,602   (4.98

)%

  ---   55,116   (100.00

)%

Loans, net

  656,930   644,998   1.85

%

  702,716   675,647   4.01

 %

Total assets

  1,246,071   1,235,755   0.83

%

  1,249,052   1,251,843   (0.22

)%

                        

Liabilities and stockholders’ equity

                        

Noninterest-bearing demand deposits

 $180,811  $178,708   1.18

%

 $191,389  $192,440   (0.55

)%

Interest-bearing demand deposits

  612,831   598,661   2.37

%

  608,266   606,766   0.25

 %

Savings deposits

  141,171   140,997   0.12

%

  139,730   140,918   (0.84

)%

Time deposits

  114,116   120,220   (5.08

)%

  106,618   105,674   0.89

 %

Stockholders’ equity

  185,147   184,540   0.33

%

  187,429   186,637   0.42

 %

 

Securities

 

During the second quarter of 2018, the Company reclassified all held to maturity securities as available for sale. At the time of transfer, the securities were recorded at fair value of $119,790 and an unrealized gain of $891, net of tax was recorded in accumulated other comprehensive income.

Management regularly monitors the quality of the securities portfolio and management closely follows the uncertainty in the economy and the volatility of financial markets.  The value of individual securities will be written down if the decline in fair value is considered to be other than temporary based upon the totality of circumstances. See Note 4: Securities for additional information.

 

47

Table of Contents


Loans

 

 

March 31, 2018

  

December 31, 2017

  

Percent Change

  

March 31, 2019

  

December 31, 2018

  

Percent Change

 

Real estate construction loans

 $32,081  $34,694   (7.53

)%

 $41,156  $37,845   8.75

 %

Consumer real estate loans

  167,428   166,965   0.28

%

  176,846   175,456   0.79

 %

Commercial real estate loans

  333,365   340,414   (2.07

)%

  361,569   353,546   2.27

 %

Commercial non real estate loans

  42,076   40,518   3.85

%

  45,312   46,535   (2.63

)%

Public sector and IDA

  51,091   51,443   (0.68

)%

  61,075   60,777   0.49

 %

Consumer non real estate

  33,211   34,648   (4.15

)%

  32,998   36,238   (8.94

)%

Less: unearned income and deferred fees and costs

  (589

)

  (613

)

  3.92

%

  (585

)

  (598

)

  (2.17

)%

Loans, net of unearned income and deferred fees and costs

 $658,663  $668,069   (1.41

)%

 $718,371  $709,799   1.21

 %

 

The Company’s loans, net of unearned income and deferred fees and costs decreased $9,406increased $8,572 or 1.41%1.21% from $668,069$709,799 at December 31, 20172018 to $658,663$718,371 at March 31, 2018. The decrease stemmed primarily from a decrease in2019. Real estate construction, consumer real estate, commercial real estate and public sector and IDA loans of $7,049 or 2.07% andincreased from December 31, 2018, while commercial non real estate constructionand consumer non real estate loans decreased.

48

Table of $2,613 or 7.53%.

Contents

 

Deposits

 

 

March 31, 2018

  

December 31, 2017

  

Percent Change

  

March 31, 2019

  

December 31, 2018

  

Percent Change

 

Noninterest-bearing demand deposits

 $190,746  $182,511   4.51

%

 $199,449  $195,441   2.05

 %

Interest-bearing demand deposits

  628,540   622,189   1.02

%

  608,227   616,527   (1.35

)%

Saving deposits

  142,019   140,150   1.33

%

  142,675   138,175   3.26

 %

Time deposits

  111,635   114,884   (2.83

)%

  109,854   101,799   7.91

 %

Total deposits

 $1,072,940  $1,059,734   1.25

%

 $1,060,205  $1,051,942   0.79

 %

 

Total deposits increased $13,206$8,263 or 1.25%0.79% from $1,059,734$1,051,942 at December 31, 20172018 to $1,072,940$1,060,205 at March 31, 2018.2019. Increases in noninterest-bearing demand, interest-bearing demand and savings deposits, and time deposits totaled $16,445$16,563 when March 31, 20182019 is compared with December 31, 2017.2018. These increases were offset by a decrease in timeinterest-bearing demand deposits of $3,249$8,300 when March 31, 20182019 is compared with December 31, 2017. Historically low2018. The Company increased its offering rates have caused a migration from time deposits to other typesduring the fourth quarter of deposits. As longer-term certificates of deposit mature, customers appear unwilling to commit their funds for extended periods at low interest rates. Time deposits2018. Deposits do not include any brokered deposits.

 

Liquidity

 

Liquidity measures the Company’s ability to meet its financial commitments at a reasonable cost. Demands on the Company’s liquidity include funding additional loan demand and accepting withdrawals of existing deposits. The Company has diverse liquidity sources, including customer and purchased deposits, customer repayments of loan principal and interest, sales, calls and maturities of securities, Federal Reserve discount window borrowing, short-term borrowing, and Federal Home Loan Bank advances. At March 31, 2018,2019, the bank did not have discount window borrowings, short-term borrowings, or FHLB advances.  To assure that short-term borrowing is readily available, the Company tests accessibility annually.

Liquidity from securities is restricted byThe Company considers its security portfolio for typical liquidity needs, within accounting, legal and business considerations. Thestrategic parameters. Prior to the second quarter of 2018, the securities portfolio iswas segregated into available-for-sale and held-to-maturity. TheDuring the second quarter of 2018, the Company considers onlyre-classified all its held-to-maturity securities designated available-for-sale for typical liquidity needs. Further, portionsto available-for-sale. Portions of the securities portfolio are pledged to meet state requirements for public funds deposits. Discount window borrowings also require pledged securities. Increased/decreased liquidity from public funds deposits or discount window borrowings results in increased/decreased liquidity from pledging requirements. The Company monitors public funds pledging requirements and unpledged available-for-sale securities accessible for liquidity needs.

Regulatory capital levels at the subsidiary bank determine the Company’sBank’s ability to use purchased deposits and the Federal Reserve discount window. At March 31, 2018,2019, the CompanyBank is considered well capitalized and does not have any restrictions on purchased deposits or borrowing ability at the Federal Reserve discount window.

The Company monitors factors that may increase its liquidity needs. Some of these factors include deposit trends, large depositor activity, maturing deposit promotions, interest rate sensitivity, maturity and repricing timing gaps between assets and liabilities, the level of unfunded loan commitments, loan growth and loan growth.share repurchase activity within the Company’s own stock. At March 31, 2018,2019, the Company’s liquidity is sufficient to meet projected trends in these areas.

48

Table of Contents


To monitor and estimate liquidity levels, the Company performs stress testing under varying assumptions on credit sensitive liabilities and the sources and amounts of balance sheet and external liquidity available to replace outflows. The Company’s Contingency Funding Plan sets forth avenues for rectifying liquidity shortfalls. At March 31, 2018,2019, the analysis indicated adequate liquidity under the tested scenarios.

The Company utilizes several other strategies to maintain sufficient liquidity. Loan and deposit growth are managed to keep the loan to deposit ratio within the Company’s own policy range of 65% to 75%. At March 31, 2018,2019, the loan to deposit ratio was 61.39%, slightly below policy levels.67.76%. The investment strategy takes into consideration the term of the investment, and securities in the available for sale portfolio are laddered based upon projected funding needs.

 

Capital Resources

 

Total stockholders’ equity at March 31, 20182019 was $185,537, an increase$181,228, a decrease of $641$9,010 or 0.35%4.74%, from the $184,896$190,238 at December 31, 2017.2018. In May 2018, the Company’s Board of Directors authorized a 100,000 share repurchase program and subsequently increased the authorization in February 2019 to a total of one million shares. The program does not require any specific number of share repurchases and expires May 31, 2019. During March 2019, the Company repurchased 452,400 shares under the program. The repurchase reduced shareholders equity by $17,997.

49

Table of Contents

The Company’s subsidiary bank is subject to various capital requirements administered by banking agencies. Risk based capital ratios for the Bank are shown in the following table.     tables.

 

 

Ratios at

March 31, 2018

  

Regulatory Capital

Minimum Ratios

  

Regulatory Capital Minimum Ratios with Capital Conservative Buffer

  

NBB

  

Regulatory

Capital Minimum

Ratios

  

Regulatory Capital Minimum

Ratios with Capital

Conservation Buffer

 

Common Equity Tier I Capital Ratio

  23.97

%

  4.50

%

  6.375

%

  21.76

%

  4.50

%

  7.00

%

Tier I Capital Ratio

  23.97

%

  6.00

%

  7.875

%

  21.76

%

  6.00

%

  8.50

%

Total Capital Ratio

  24.88

%

  8.00

%

  9.875

%

  22.66

%

  8.00

%

  10.50

%

Leverage Ratio

  15.58

%

  4.00

%

  5.875

%

  14.39

%

  4.00

%

  4.00

%

 

Risk-based capital ratios are calculated in compliance with Federal ReserveFDIC rules based on Basel III capital requirements. The Company’s ratios are well above the required minimums at March 31, 2018.

Banks and bank holding companies are subject to an additional capital conservation buffer in order to make capital distributions or discretionary bonus payments. The implementation period forBank’s ratios are well above the required minimums and the capital conservation buffer began in 2016 and will be fully phased in January 1, 2019, with .625% added each year and a final buffer of 2.5% in excess of regulatory capital minimum ratios.at March 31, 2019.

 

Off-Balance Sheet Arrangements

 

In the normal course of business, NBB extends lines of credit and letters of credit to its customers. Depending on their needs, customers may draw upon lines of credit at any time in any amount up to a pre-approved limit. Standby letters of credit are issued for two purposes. Financial letters of credit guarantee payments to facilitate customer purchases. Performance letters of credit guarantee payment if the customer fails to complete a specific obligation.

Historically, the full approved amount of letters and lines of credit has not been drawn at any one time. The Company has developed plans to meet a sudden and substantial funding demand. These plans include accessing a line of credit with a correspondent bank, borrowing from the FHLB, selling available for sale investments or loans and raising additional deposits.

The Company sells mortgages on the secondary marketmarket. Our agreement with the purchaser provides for which there are recourse agreements should the borrower default. Mortgages must meet strict underwriting and documentation requirements forrequirements. Violation of the salerepresentations and warranties of the agreement would entitle the purchaser to be completed.recourse provisions. The Company has determined that its risk in this area is not significant because of a low volume of secondary market mortgage loans and high underwriting standards. The Company estimates a potential loss reserve for recourse provisions that is not material as of March 31, 2018.2019. To date, no recourse provisions have been invoked. If funds were needed, the Company would access the same sources as noted above for funding lines and letters of credit.

There were no material changes in off-balance sheet arrangements during the three months ended March 31, 2018,2019, except for normal seasonal fluctuations in the total of mortgage loan commitments.

 

Contractual Obligations

 

The Company had no capitalfinance lease or purchase obligations and no long-term debt at March 31, 2018.2019. The Company adopted ASC 842, Leases, as of January 1, 2019. Operating lease obligations,right-of-use assets and liabilities, which are for buildings used in the Company’s day-to-day operations were not material as of March 31, 2018are recognized on the Consolidated Balance Sheet and have not changed materially from those which were disclosed in the Company’s 20172018 Form 10-K.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

The Company considers interest rate risk to be a significant market risk and has systems in place to measure the exposure of net interest income to adverse movement in interest rates. Interest rate shock analyses provide management with an indication of potential economic loss due to future rate changes. There have not been any changes which would significantly alter the results disclosed as of December 31, 20172018 in the Company’s 20172018 Form 10-K.

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Table of Contents


 

Item 4.  Controls and Procedures

 

The Company’s management evaluated, with the participation of the Company’s principal executive officer and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective as of March 31, 20182019 to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the three months ended March 31, 20182019 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

50

Table of Contents

Because of the inherent limitations in all control systems, the Company believes that no system of controls, no matter how well designed and operated, can provide absolute assurance that all control issues have been detected.

 

 

Part II

Other Information

 

Item 1.  Legal Proceedings

 

There are no pending or threatened legal proceedings to which the Company or any of its subsidiaries is a party or to which the property of the Company or any of its subsidiaries is subject that, in the opinion of management, may materially impact the financial condition of the Company.

 

Item 1A. Risk Factors

 

Please refer to the “Risk Factors” previously disclosed in Item 1A of our 20172018 Annual Report on Form 10-K and the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” in Part I. Item 2 of this Form 10-Q.

 

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

 

None.Purchases of Equity Securities by the Issuer

Share repurchase activity during the three months ended March 31, 2019 was as follows:

Period

 

Total

Number of

Shares

Purchased(1)

  

Average Price

Paid

Per Share

  

Total Number of

Shares Purchased as

Part of Publicly

Announced Program(1)

  

Number of

Shares that May Yet

Be Purchased

Under the Program(1)

 

January 1, 2019 – January 31, 2019

  ---   ---   ---   250,000 

February 1, 2019 – February 28, 2019

  ---   ---   ---   1,000,000 

March 1, 2019 – March 31, 2019

  452,400   39.78   452,400   547,600 

Total

  452,400   39.78   452,400     

(1) In May 2018, the Company announced the Board of Directors had authorized a 100,000 share repurchase program. In November 2018, the Company announced that the Board of Directors increased its authorization to repurchase up to 250,000 shares. In February 2019, the Company announced that the Board of Directors increased its authorization to repurchase up to 1,000,000 shares. The program expires May 31, 2019. The Company’s share repurchase program does not obligate it to acquire any specific number of shares.

 

Item 3.  Defaults Upon Senior Securities

 

None.

 

Item 4.  Mine Safety Disclosures

 

Not applicable.          

 

Item 5.  Other Information

 

None.

 

Item 6.Exhibits

See Index of Exhibits.     

50


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.

NATIONAL BANKSHARES, INC.

Date: May 9, 2018

/s/ F. Brad Denardo

F. Brad Denardo
President and

Chief Executive Officer

(Principal Executive Officer)

Date: May 9,2018

/s/ David K. Skeens

David K. Skeens
Treasurer and

Chief Financial Officer

(Principal Financial Officer)

(Principal Accounting Officer)

51

 


Item 6.Exhibits

 

Index of Exhibits

Exhibit No.

Description

 

Page No. in

Sequential System

3(i)

Amended and Restated Articles of Incorporation of National Bankshares, Inc.

 

(incorporated herein by reference to Exhibit 3.1 of the Form 8K for filed on March 16, 2006)

3(ii)

Amended By-laws of National Bankshares, Inc.

 

(incorporated herein by reference to Exhibit 3(ii) of the Form 8K filed on July 9, 2014)

4

Specimen copy of certificate for National Bankshares, Inc. common stock 

 

(incorporated herein by reference to Exhibit 4(a) of the Annual Report on Form 10K for fiscal year ended December 31, 1993)

*10(i)

National Bankshares, Inc. 1999 Stock Option Plan

 

(incorporated herein by reference to Exhibit 4.3 of the Form S-8, filed as Registration No. 333-79979 with the Commission on June 4, 1999)

*10(ii)

Executive Employment Agreement dated March 11, 2015, between National Bankshares, Inc. and James G. Rakes

 

(incorporated herein by reference to Exhibit 10.1 of the Form 8K filed on March 11, 2015)

*10(iii)

Employee Lease Agreement dated August 14, 2002, between National Bankshares, Inc. and The National Bank of Blacksburg

 

(incorporated herein by reference to Exhibit 10 of Form 10Q for the period ended September 30, 2002)

*10(iv)

Executive Employment Agreement dated March 11, 2015, between National Bankshares, Inc. and F. Brad Denardo

 

(incorporated herein by reference to Exhibit 10.2 of the Form 8K filed on March 11, 2015)

*10(v)

Salary Continuation Agreement dated February 8, 2006, between The National Bank of Blacksburg and James G. Rakes

 

(incorporated herein by reference to Exhibit 99 of the Form 8K filed on February 8, 2006)

*10(vi)

Salary Continuation Agreement dated February 8, 2006, between The National Bank of Blacksburg and F. Brad Denardo

 

(incorporated herein by reference to Exhibit 99 of the Form 8K filed on February 8, 2006)

*10(vii)

Salary Continuation Agreement dated February 8, 2006, between The National Bank of Blacksburg and David K. Skeens

 

(incorporated herein by reference to Exhibit 10.2 of the Form 8K filed on January 25, 2012)

*10(viii)

First Amendment, dated December 19, 2007, to The National Bank of Blacksburg Salary Continuation Agreement for James G. Rakes

 

(incorporated herein by reference to Exhibit 10 of the Form 8K filed on December 19, 2007)

*10(ix)

First Amendment, dated December 19, 2007, to The National Bank of Blacksburg Salary Continuation Agreement for F. Brad Denardo

 

(incorporated herein by reference to Exhibit 10 of the Form 8K filed on December 19, 2007)

*10(x)

First Amendment, dated December 19, 2007, to The National Bank of Blacksburg Salary Continuation Agreement for David K. Skeens

 

(incorporated herein by reference to Exhibit 10.2 of the Form 8K filed on January 25, 2012)

*10(xi)

Second Amendment, dated June 12, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for F. Brad Denardo

 

(incorporated herein by reference to Exhibit 10 of the Form 8K filed on June 12, 2008)

*10(xii)

Second Amendment, dated December 17, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for James G. Rakes

 

(incorporated herein by reference to Exhibit 10(iii) of the Annual Report on Form 10K for fiscal year ended December 31, 2008)

*10(xiii)

Second Amendment, dated September 12, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for David K. Skeens

 

(incorporated herein by reference to Exhibit 10.2 of the Form 8K filed on January 25, 2012)

*10(xiv)

Third Amendment, dated December 17, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for F. Brad Denardo

 

(incorporated herein by reference to Exhibit 10(iii) of the Annual Report on Form 10K for fiscal year ended December 31, 2008)

52


*10(xv)

Third Amendment, dated January 20 2012, to The National Bank of Blacksburg Salary Continuation Agreement for David K. Skeens

 

(incorporated herein by reference to Exhibit 10.2 of the Form 8K filed on January 25, 2012)

*10(xvi)

Salary Continuation Agreement dated May 24, 2013 between The National Bank of Blacksburg and Paul A. Mylum

 

(incorporated herein by reference to Exhibit 10.1 of the Form 8K filed on March 8, 2018)

*10(xvii)

Second Salary Continuation Agreement dated July 1, 2016 between The National Bank of Blacksburg and F. Brad Denardo

 

(incorporated herein by reference to Exhibit 10.1 of the Form 8K filed on July 20, 2016)

*10(xviii)

Salary Continuation Agreement dated February 6, 2006 between The National Bankshares, Inc. and Lara E. Ramsey

 

(incorporated herein by reference to Exhibit 10.1 of the Form 8K filed on March 6, 2017)

*10(xix)

First Amendment, dated December 19, 2007, to National Bankshares, Inc. Salary Continuation Agreement for Lara E. Ramsey

 

(incorporated herein by reference to Exhibit 10.1 of the Form 8K filed on March 6, 2017)

*10(xx)

Second Amendment, dated September 12, 2008, to National Bankshares, Inc. Salary Continuation Agreement for Lara E. Ramsey

 

(incorporated herein by reference to Exhibit 10.1 of the Form 8K filed on March 6, 2017)

*10(xxi)

Third Amendment, dated September 22, 2016, to National Bankshares, Inc. Salary Continuation Agreement for Lara E. Ramsey

 

(incorporated herein by reference to Exhibit 10.1 of the Form 8K filed on March 6, 2017)

+23

Consent of Yount, Hyde & Barbour, P.C. to incorporation by reference of independent auditor’s report included in this Form 10-K, into registrant’s registration statement on Form S-8

 

(incorporated herein by reference to Exhibit 23 of the Annual Report on Form 10K for fiscal year ended December 31, 2017)2018)

+31(i)

Section 906 Certification of Chief Executive Officer

 

(included herewith)

+31(ii)

Section 906 Certification of Chief Financial Officer

 

(included herewith)

+32(i)

18 U.S.C. Section 1350 Certification of Chief Executive Officer

 

(included herewith)

+32(ii)

18 U.S.C. Section 1350 Certification of Chief Financial Officer

 

(included herewith)

+101

The following materials from National Bankshares, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 20182019 are formatted in XBRL (Extensible Business Reporting Language), furnished herewith: (i) Consolidated Statements of Income for the three month periodperiods ended March 31, 20182019 and 2017;2018; (ii) Consolidated Statements of Comprehensive Income for the three month periodperiods ended March 31, 20182019 and 2017;2018; (iii)Consolidated Balance Sheets at March 31, 20182019 and December 31, 2017;2018; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 20182019 and 2017;2018; (v) Consolidated Statements of Cash Flows for the three months ended March 31, 20182019 and 2017;2018; and (vi) Notes to Consolidated Financial Statements.

 

(included herewith)

*     Indicates a management contract or compensatory plan.     

 

52

52

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.

NATIONAL BANKSHARES, INC.

Date: May 8, 2019

/s/ F. Brad Denardo

F. Brad Denardo
President and

Chief Executive Officer

(Principal Executive Officer)

Date: May 8,2019

/s/ David K. Skeens

David K. Skeens
Treasurer and

Chief Financial Officer

(Principal Financial Officer)

(Principal Accounting Officer)

53