UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, DC 20549

 

FORM 10-Q

 

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

EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018MARCH 31, 2019COMMISSION FILE NUMBER 0-12436

 

COLONY BANKCORP, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

GEORGIA

58-1492391
(STATE OR OTHER JURISDICTION OF

(I.R.S. EMPLOYER         
INCORPORATION OR ORGANIZATION)

58-1492391

(I.R.S. EMPLOYER

IDENTIFICATION NUMBER)

 

115 SOUTH GRANT STREET, FITZGERALD, GEORGIA 31750

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES

 

229/(229) 426-6000

REGISTRANT’S TELEPHONE NUMBER INCLUDING AREA CODE

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00 per share

CBAN

NASDAQ Global Market

 

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

 

YES X         NO

 

INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS SUBMITTED ELECTRONICALLY AND POSTED ON ITS CORPORATE WEB SITE, IF ANY, EVERY INTERACTIVE DATA FILE REQUIRED TO BE SUBMITTED AND POSTED PURSUANT TO RULE 405 OF REGULATION S-T (§232.405 OF THIS CHAPTER) DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO SUBMIT AND POST SUCH FILES).

 

YES X         NO

 

INDICATE BY CHECK MARK WHETHER THE 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           X

EMERGING GROWTH COMPANY

 

IF AN EMERGING GROWTH COMPANY, INDICATE BY CHECK MARK IF THE REGISTRANT HAS ELECTED NOT TO USE THE EXTENDED TRANSITION PERIOD FOR COMPLYING WITH ANY NEW OR REVISED FINANCIAL ACCOUNTING STANDARDS PROVIDED PURSUANT TO SECITON 13(A) OF THE EXCHANGE ACT.

 



 

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT).

 

YES              NO X

 

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

 

CLASS

OUTSTANDING AT MAY8, 2019
COMMON STOCK, $1 PAR VALUE

OUTSTANDING AT AUGUST3, 2018

8,439,258

9,498,937

 


 

TABLE OF CONTENTS

 

 

Page

PART I – Financial Information

 
   

Forward Looking Statement Disclosure

4

Item 1.

Financial Statements

6

Item 2.

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

4446

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

68

65

Item 4.

Controls and Procedures

6865

PART II – Other Information

 

Item 1.

Legal Proceedings

6966

Item 1A.

Risk Factors

6966

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds

6966

Item 3.

Defaults Upon Senior Securities

6966

Item 4.

Mine Safety Disclosures

6966

Item 5.

Other Information

6966

Item 6.

Exhibits

6966

Signatures

72

69

 


 

Forward Looking Statement Disclosure

 

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

 

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

 

 

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

 

 

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

 

 

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

 

 

Inflation, interest rate, market and monetary fluctuations.

 

 

Political instability.

 

 

Acts of war, terrorism or cyberterrorism.

 

 

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

 

 

Changes in consumer spending, borrowings and savings habits.

 

 

Technological changes.

 

 

Acquisitions and integration of acquired businesses.

 

 

The ability to increase market share and control expenses.

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 


 

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

 

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

 


 

PART 1.   FINANCIAL INFORMATION

ITEM 1  

 

FINANCIAL STATEMENTS

 

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

 

 

A.

CONSOLIDATED BALANCE SHEETS – JUNE 30, 2018MARCH 31, 2019 (UNAUDITED) AND DECEMBER 31, 20172018 (AUDITED).

 

 

B.

CONSOLIDATED STATEMENTS OF INCOME – FOR THE THREE MONTHS ENDED JUNE 30,MARCH 31, 2019 AND 2018 AND 2017 AND FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017 (UNAUDITED).

 

 

C.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – FOR THE THREE MONTHS ENDED JUNE 30,MARCH 31, 2019 AND 2018 AND 2017 AND THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017 (UNAUDITED).

 

D.

CONSOLIDATED STATEMENTS OF CASH FLOWS – FOR THE SIXTHREE MONTHS ENDED JUNE 30,MARCH 31, 2019 AND 2018 AND 2017 (UNAUDITED).

 

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

 

THE RESULTS OF OPERATIONS FOR THE SIXTHREE MONTH PERIOD ENDED JUNE 30, 2018MARCH 31, 2019 ARE NOT NECESSARILY INDICATIVE OF THE RESULTS TO BE EXPECTED FOR THE FULL YEAR.

 


PART

Part I (Continued)

Item 1 (Continued)

 

 

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

JUNE 30, 2018MARCH 31, 2019 AND DECEMBER 31, 20172018

(DOLLARS IN THOUSANDS)

 

 

June 30, 2018

  

December 31, 2017

  

March 31, 2019

  

December 31, 2018

 
 

(Unaudited)

  

(Audited)

  

(Unaudited)

  

(Audited)

 
ASSETS       
      

Cash and Cash Equivalents

                

Cash and Due from Banks

 $9,900  $23,145  $10,643  $10,377 
                

Interest-Bearing Deposits

  38,573   34,668   75,062   49,779 

Investment Securities

                

Available for Sale, at Fair Value

  331,938   354,247   357,889   353,066 
                

Federal Home Loan Bank Stock, at Cost

  3,382   3,043   2,782   2,978 

Loans

  766,796   765,284   779,991   782,027 

Allowance for Loan Losses

  (7,159)  (7,508)  (6,589)  (7,277)

Unearned Interest and Fees

  (541)  (495)  (513)  (501)
  759,096   757,281   772,889   774,249 

Premises and Equipment

  28,638   27,639   29,541   28,831 

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

  3,595   4,256 

Other Real Estate (Net of Allowance of $860 and $877 as of March 31, 2019 and December 31, 2018, Respectively)

  1,635   1,841 

Goodwill

  202   202 

Other Intangible Assets

  27   45   529   556 

Other Assets

  29,323   28,431   27,905   29,999 

Total Assets

 $1,204,472  $1,232,755  $1,279,077  $1,251,878 
                

LIABILITIES AND STOCKHOLDERS' EQUITY

                

Deposits

                

Noninterest-Bearing

 $177,336  $190,928  $199,485  $192,847 

Interest-Bearing

  858,550   877,057   912,193   892,278 
  1,035,886   1,067,985   1,111,678   1,085,125 

Borrowed Money

                

Subordinated Debentures

  24,229   24,229   24,229   24,229 

Other Borrowed Money

  53,508   47,500   39,000   44,000 
  77,737   71,729   63,229   68,229 
                

Other Liabilities

  2,603   2,718   3,104   2,832 
                

Stockholders' Equity

                

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

  8,439   8,439 

Common Stock, Par Value $1 a Share; Authorized 20,000,000 Shares, Issued 8,444,908 Shares as of March 31, 2019 and December 31, 2018, Respectively

  8,445   8,445 

Paid-In Capital

  25,970   29,145   25,987   25,978 

Retained Earnings

  64,643   59,230   71,661   69,459 

Accumulated Other Comprehensive (Loss), Net of Tax Benefits

  (10,806)  (6,491)  (5,027)  (8,190)
  88,246   90,323   101,066   95,692 

Total Liabilities and Stockholders' Equity

 $1,204,472  $1,232,755  $1,279,077  $1,251,878 

 

The accompanying notes are an integral part of these statements.

 


PART

Part I (Continued)

Item 1 (Continued)

 

 

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED JUNE 30,MARCH 31, 2019 AND 2018 AND 2017

AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

 

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

 
 

June 30, 2018

  

June 30, 2017

  

June 30, 2018

  

June 30, 2017

  

March 31, 2019

  

March 31, 2018

 

Interest Income

                        

Loans, Including Fees

 $10,065  $9,733  $19,793  $19,130  $10,470  $9,728 

Deposits with Other Banks

  69   34   144   114   282   75 

Investment Securities

                        

U.S. Government Agencies

  1,877   1,685   3,788   3,248   2,156   1,911 

State, County and Municipal

  25   30   52   60   25   27 

Corporate Debt

  29   21   57   36 

Corporate Bonds

  27   28 

Dividends on Other Investments

  44   35   85   71   53   41 
  12,109   11,538   23,919   22,659   13,013   11,810 

Interest Expense

                        

Deposits

  1,401   1,177   2,601   2,368   2,122   1,200 

Federal Funds Purchased

  1   3   1   3 

Borrowed Money

  542   542   1,023   1,010   534   481 
  1,944   1,722   3,625   3,381   2,656   1,681 
                        

Net Interest Income

  10,165   9,816   20,294   19,278   10,357   10,129 

Provision for Loan Losses

  44   -   70   335   131   26 

Net Interest Income After Provision for Loan Losses

  10,121   9,816   20,224   18,943   10,226   10,103 
                        

Noninterest Income

                        

Service Charges on Deposits

  1,031   1,091   2,132   2,146   964   1,101 

Other Service Charges, Commissions and Fees

  822   772   1,611   1,559   900   789 

Mortgage Fee Income

  182   202   331   388   143   149 

Securities Gains (Losses)

  116   -   116   - 

Other

  173   329   568   701   327   395 
  2,324   2,394   4,758   4,794   2,334   2,434 

Noninterest Expenses

                        

Salaries and Employee Benefits

  5,002   4,880   9,922   9,665   5,371   4,920 

Occupancy and Equipment

  979   991   2,025   1,951   1,025   1,046 

Other

  2,620   2,749   5,190   5,412   2,630   2,570 
  8,601   8,620   17,137   17,028   9,026   8,536 
                        

Income Before Income Taxes

  3,844   3,590   7,845   6,709   3,534   4,001 

Income Taxes

  775   1,157   1,588   2,159   699   813 

Net Income

  3,069   2,433   6,257   4,550  $2,835  $3,188 

Preferred Stock Dividends

  -   -   -   211 

Net Income Available to Common Stockholders

 $3,069  $2,433  $6,257  $4,339 
        

Net Income Per Share of Common Stock

                        

Basic

 $0.36  $0.29  $0.74  $0.51  $0.34  $0.38 

Diluted

 $0.36  $0.28  $0.72  $0.50  $0.34  $0.37 

Cash Dividends Paid Per Share of Common Stock

 $0.05  $0.025  $0.10  $0.050  $0.075  $0.05 

Weighted Average Basic Shares Outstanding

  8,439,258   8,439,258   8,439,258   8,439,258   8,440,357   8,439,258 

Weighted Average Diluted Shares Outstanding

  8,612,352   8,630,207   8,634,865   8,632,465   8,440,357   8,657,379 

 

The accompanying notes are an integral part of these statements.

 


PART

Part I (Continued)

Item 1 (Continued)

 

 

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED JUNE 30,MARCH 31, 2019 AND 2018 AND 2017

AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

 

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

 
 

June 30, 2018

  

June 30, 2017

  

June 30, 2018

  

June 30, 2017

  

March 31, 2019

  

March 31, 2018

 
                        

Net Income

 $3,069  $2,433  $6,257  $4,550  $2,835  $3,188 
                        

Other Comprehensive Income:

                        
                        

Gains (Losses) on Securities Arising During the Year

  (1,624)  1,377   (5,578)  1,586   4,004   (3,954)

Tax Effect

  341   (468)  1,171   (539)  (841)  830 

Realized Gains on Sale of AFS Securities

  116   -   116   -   -   - 

Tax Effect

  (24)  -   (24)  -   -   - 
                        

Change in Unrealized Gains (Losses) on Securities

                

Available for Sale, Net of Reclassification Adjustment and Tax Effects

  (1,191)  909   (4,315)  1,047 

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

  3,163   (3,124)
                        

Comprehensive Income

 $1,878  $3,342  $1,942  $5,597  $5,998  $64 

 

The accompanying notes are an integral part of these statements.

 


PART

Part I (Continued)

Item 1 (Continued)

 

 

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIXTHREE MONTHS ENDED JUNE 30,MARCH 31, 2019 AND 2018 AND 2017

(UNAUDITED)

(DOLLARS IN THOUSANDS)

 

 

Six Months Ended

  

Three Months Ended

 
 

June 30, 2018

  

June 30, 2017

  

March 31, 2019

  

March 31, 2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

                

Net Income

 $6,257  $4,550  $2,835  $3,188 

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

        

Adjustments to Reconcile Net Income to Net Cash

        

Provided by Operating Activities:

        

Depreciation

  867   823   423   454 

Share-based Compensation Expense

  8   - 

Provision for Loan Losses

  70   335   131   26 

Securities (Gains)

  (116)  - 

Amortization and Accretion

  591   750   263   284 

(Gain) on Sale of Other Real Estate and Repossessions

  (120)  (93)

(Gain) Loss on Sale of Other Real Estate and Repossessions

  5   (114)

Provision for Losses on Other Real Estate

  157   206   6   - 

Increase in Cash Surrender Value of Life Insurance

  (261)  (305)

Loss on Sale of Premises & Equipment

  3   (15)

(Increase) Decrease in Cash Surrender Value of Life Insurance

  414   (126)

(Gain) on Sale of Premises & Equipment

  (2)  - 

Other Prepaids, Deferrals and Accruals, Net

  465   1,080   1,101   1,339 
  7,913   7,331   5,184   5,051 

CASH FLOWS FROM INVESTING ACTIVITIES

                

Purchases of Investment Securities Available for Sale

  (19,257)  (41,269)  (14,119)  (3,531)

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

                

Available for Sale

  24,379   28,074   13,065   11,930 

Proceeds from Sale of Investment Securities

        

Available for Sale

  11,268   - 

Interest-Bearing Deposits in Other Banks

  (3,905)  35,357   (25,284)  (7,499)

Net Loans to Customers

  (2,560)  (22,848)  1,085   (3,652)

Purchase of Premises and Equipment

  (1,869)  (531)  (1,152)  (1,375)

Proceeds from Sale of Other Real Estate and Repossessions

  1,236   2,259   351   909 

Federal Home Loan Bank Stock

  (339)  (245)

Redemption (Purchase of) Federal Home Loan Bank Stock

  195   (126)

Proceeds from Sale of Premises and Equipment

  -   38   22   - 
  8,953   835   (25,837)  (3,344)

CASH FLOWS FROM FINANCING ACTIVITIES

                

Noninterest-Bearing Customer Deposits

  (13,592)  3,869   6,637   (14,173)

Interest-Bearing Customer Deposits

  (18,507)  (21,688)  19,915   (1,460)

Dividends Paid for Preferred Stock

  -   (316)

Dividends Paid for Common Stock

  (844)  (422)  (633)  (422)

Redemption of Preferred Stock

  -   (9,360)

Repurchase of Warrants

  (3,175)  - 

Payments on Federal Home Loan Bank Advances

  (2,500)  -   (5,000)  (2,500)

Proceeds from Federal Home Loan Bank Advances

  10,000   5,000   -   5,000 

Payments on Other Borrowed Money

  (1,500)  (16)  -   (1,500)

Proceeds from Other Borrowed Money

  7   5,016 
  (30,111)  (17,917)  20,919   (15,055)
                

Net Decrease in Cash and Cash Equivalents

  (13,245)  (9,751)

Net Increase (Decrease) in Cash and Cash Equivalents

  266   (13,348)

Cash and Cash Equivalents at Beginning of Period

  23,145   28,822   10,377   23,145 

Cash and Cash Equivalents at End of Period

 $9,900  $19,071  $10,643  $9,797 

 

The accompanying notes are an integral part of these statements.

 


PART

Part I (Continued)

Item 1 (Continued)

 

COLONY BANKCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

(1)

Premises and Equipment

29,54128,831

SummaryOther Real Estate (Net of Significant Accounting Policies

Presentation

Colony Bankcorp, Inc. (the “Company”) is a bank holding company located in Fitzgerald, Georgia. The consolidated financial statements include the accountsAllowance of the Company$860 and its wholly-owned subsidiary, Colony Bank, Fitzgerald, Georgia (the “Bank”). All significant intercompany accounts have been eliminated in consolidation. The accounting$877 as ofMarch 31, 2019 and reporting policies of the Company conform to generally accepted accounting principles and practices utilized in the commercial banking industry.

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

The consolidated financial statements in this report are unaudited, except for the December 31, 2017 consolidated balance sheet. All adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for fair presentation of the interim consolidated financial statements, have been included and fairly and accurately present the financial position, results of operations and cash flows of the Company. The results of operations for the six months ended June 30, 2018, are not necessarily indicative of the results which may be expected for the entire year.Respectively)

1,6351,841

Goodwill

202202

Nature of OperationsOther Intangible Assets

529556

Other Assets

27,90529,999

The Bank providesTotal Assets

$1,279,077$1,251,878

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits

Noninterest-Bearing

$199,485$192,847

Interest-Bearing

912,193892,2781,111,6781,085,125

Borrowed Money

Subordinated Debentures

24,22924,229

Other Borrowed Money

39,00044,00063,22968,229

Other Liabilities

3,1042,832

Stockholders' Equity

Common Stock, Par Value $1 a full range of retail and commercial banking services for consumers and small- to medium-size businesses located primarily in central, south and coastal Georgia. The Bank is headquartered in Fitzgerald, Georgia with banking offices in Albany, Ashburn, Broxton, Centerville, Columbus, Cordele, Douglas, Eastman, Fitzgerald, Leesburg, Moultrie, Quitman, Rochelle, Savannah, Soperton, Sylvester, Statesboro, Thomaston, Tifton, Valdosta and Warner Robins. Lending and investing activities are funded primarily by deposits gathered through its retail banking office network.

Use of Estimates

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilitiesShare; Authorized 20,000,000 Shares, Issued 8,444,908 Shares as of the balance sheet dateMarch 31, 2019 and revenuesDecember 31, 2018, Respectively

8,4458,445

Paid-In Capital

25,98725,978

Retained Earnings

71,66169,459

Accumulated Other Comprehensive (Loss), Net of Tax Benefits

(5,027)(8,190)101,06695,692

Total Liabilities and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans.Stockholders' Equity

$1,279,077$1,251,878

The accompanying notes are an integral part of these statements.


Part I (Continued)

Item 1 (Continued)

COLONY BANKCORP, INC. AND SUBSIDIARY

ReclassificationsCONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED MARCH 31, 2019 AND 2018

In certain instances, amounts reported in prior years’ consolidated financial statements have been reclassified to conform to statement presentations selected for 2018. Such reclassifications have not affected previously reported stockholders’ equity or net income.(UNAUDITED)

(DOLLARS IN THOUSANDS)

  

Three Months Ended

 
  

March 31, 2019

  

March 31, 2018

 

Interest Income

        

Loans, Including Fees

 $10,470  $9,728 

Deposits with Other Banks

  282   75 

Investment Securities

        

U.S. Government Agencies

  2,156   1,911 

State, County and Municipal

  25   27 

Corporate Bonds

  27   28 

Dividends on Other Investments

  53   41 
   13,013   11,810 

Interest Expense

        

Deposits

  2,122   1,200 

Borrowed Money

  534   481 
   2,656   1,681 
         

Net Interest Income

  10,357   10,129 

Provision for Loan Losses

  131   26 

Net Interest Income After Provision for Loan Losses

  10,226   10,103 
         

Noninterest Income

        

Service Charges on Deposits

  964   1,101 

Other Service Charges, Commissions and Fees

  900   789 

Mortgage Fee Income

  143   149 

Other

  327   395 
   2,334   2,434 

Noninterest Expenses

        

Salaries and Employee Benefits

  5,371   4,920 

Occupancy and Equipment

  1,025   1,046 

Other

  2,630   2,570 
   9,026   8,536 
         

Income Before Income Taxes

  3,534   4,001 

Income Taxes

  699   813 

Net Income

 $2,835  $3,188 
         

Net Income Per Share of Common Stock

        

Basic

 $0.34  $0.38 

Diluted

 $0.34  $0.37 

Cash Dividends Paid Per Share of Common Stock

 $0.075  $0.05 

Weighted Average Basic Shares Outstanding

  8,440,357   8,439,258 

Weighted Average Diluted Shares Outstanding

  8,440,357   8,657,379 

The accompanying notes are an integral part of these statements.


Part I (Continued)

Item 1 (Continued)

Concentrations of Credit RiskCOLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Concentrations of credit risk can exist in relation to individual borrowers or groups of borrowers, certain types of collateral, certain types of industries, or certain geographic regions. The Company has a concentration in real estate loans as well as a geographic concentration that could pose an adverse credit risk. At June 30,THREE MONTHS ENDED MARCH 31, 2019 AND 2018 approximately 87 percent of the Company’s loan portfolio was concentrated in loans secured by real estate. A substantial portion of borrowers’ ability to honor their contractual obligations is dependent upon the viability of the real estate economic sector. Collateral real estate values that secure land development, construction and speculative real estate loans in the Company’s larger Metropolitan Statistical Area (MSA) markets have started showing signs of stabilization in values in recent years. In addition, a large portion of the Company’s foreclosed assets are also located in these same geographic markets, making the recovery of the carrying amount of foreclosed assets susceptible to changes in market conditions. Management continues to monitor these concentrations and has considered these concentrations in its allowance for loan loss analysis.

(UNAUDITED)

(DOLLARS IN THOUSANDS)

  

Three Months Ended

 
  

March 31, 2019

  

March 31, 2018

 
         

Net Income

 $2,835  $3,188 
         

Other Comprehensive Income:

        
         

Gains (Losses) on Securities Arising During the Year

  4,004   (3,954)

Tax Effect

  (841)  830 

Realized Gains on Sale of AFS Securities

  -   - 

Tax Effect

  -   - 
         

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

  3,163   (3,124)
         

Comprehensive Income

 $5,998  $64 

The accompanying notes are an integral part of these statements.


Part I (Continued)

Item 1 (Continued)

PART I (Continued)COLONY BANKCORP, INC. AND SUBSIDIARY

Item 1 (Continued)CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(1)(UNAUDITED)

(DOLLARS IN THOUSANDS)

  

Three Months Ended

 
  

March 31, 2019

  

March 31, 2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net Income

 $2,835  $3,188 

Adjustments to Reconcile Net Income to Net Cash

        

Provided by Operating Activities:

        

Depreciation

  423   454 

Share-based Compensation Expense

  8   - 

Provision for Loan Losses

  131   26 

Amortization and Accretion

  263   284 

(Gain) Loss on Sale of Other Real Estate and Repossessions

  5   (114)

Provision for Losses on Other Real Estate

  6   - 

(Increase) Decrease in Cash Surrender Value of Life Insurance

  414   (126)

(Gain) on Sale of Premises & Equipment

  (2)  - 

Other Prepaids, Deferrals and Accruals, Net

  1,101   1,339 
   5,184   5,051 

CASH FLOWS FROM INVESTING ACTIVITIES

        

Purchases of Investment Securities Available for Sale

  (14,119)  (3,531)

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

        

Available for Sale

  13,065   11,930 

Interest-Bearing Deposits in Other Banks

  (25,284)  (7,499)

Net Loans to Customers

  1,085   (3,652)

Purchase of Premises and Equipment

  (1,152)  (1,375)

Proceeds from Sale of Other Real Estate and Repossessions

  351   909 

Redemption (Purchase of) Federal Home Loan Bank Stock

  195   (126)

Proceeds from Sale of Premises and Equipment

  22   - 
   (25,837)  (3,344)

CASH FLOWS FROM FINANCING ACTIVITIES

        

Noninterest-Bearing Customer Deposits

  6,637   (14,173)

Interest-Bearing Customer Deposits

  19,915   (1,460)

Dividends Paid for Common Stock

  (633)  (422)

Payments on Federal Home Loan Bank Advances

  (5,000)  (2,500)

Proceeds from Federal Home Loan Bank Advances

  -   5,000 

Payments on Other Borrowed Money

  -   (1,500)
   20,919   (15,055)
         

Net Increase (Decrease) in Cash and Cash Equivalents

  266   (13,348)

Cash and Cash Equivalents at Beginning of Period

  10,377   23,145 

Cash and Cash Equivalents at End of Period

 $10,643  $9,797 

The accompanying notes are an integral part of these statements.


Part I (Continued)

Item 1 (Continued)

COLONY BANKCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies (Continued)

Concentrations of Credit Risk (Continued)

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

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

Investment Securities

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

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

Federal Home Loan Bank Stock

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

Loans

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

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

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


PART I (Continued)

Item 1 (Continued)

(1)Summary of Significant Accounting Policies (Continued)

Loans Modified in a Troubled Debt Restructuring (TDR)

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

Allowance for Loan Losses

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

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

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

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

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


PART I (Continued)

Item 1 (Continued)

(1)Summary of Significant Accounting Policies (Continued)

Allowance for Loan Losses (Continued)

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

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

Premises and Equipment

29,54128,831

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

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

      Description

 

Life in Years

 

Method

Banking Premises

  15-40 

Straight-Line and Accelerated

Furniture and Equipment

  5-10 

Straight-Line and Accelerated

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

Intangible Assets

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

Transfers of Financial Assets

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


PART I (Continued)

Item 1 (Continued)

(1) Summary of Significant Accounting Policies (Continued)

Statement of Cash Flows

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

Advertising Costs

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

Income Taxes

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

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

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

Other Real Estate

Other real estate generally represents real estate acquired through foreclosure (Net of Allowance of $860 and is initially recorded at estimated fair value at the date of acquisition less the cost of disposal. Losses from the acquisition of property in full or partial satisfaction of debt are recorded as loan losses. Properties are evaluated regularly to ensure the recorded amounts are supported by current fair values, and valuation allowances are recorded as necessary to reduce the carrying amount to fair value less estimated cost of disposal. Routine holding costs and gains or losses upon disposition are included in other noninterest expense.

Bank-Owned Life Insurance

The Company has purchased life insurance on the lives of certain key members of management and directors. The life insurance policies are recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or amounts due that are probable at settlement, if applicable. Increases in the cash surrender value are recorded as other income in the consolidated statements of income. The cash surrender value of the insurance contracts is recorded in other assets on the consolidated balance sheets in the amount of $17,349 and $17,089$877 as of June 30, 2018March 31, 2019 and December 31, 2017, respectively.


PART I (Continued)

Item 1 (Continued)

(1) Summary of Significant Accounting Policies (Continued)2018, Respectively)

1,6351,841

Goodwill

202202

Comprehensive IncomeOther Intangible Assets

529556

Other Assets

27,90529,999

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on securities available for sale, represent equity changes from economic events of the period other than transactions with owners and are not reported in the consolidated statements of income but asTotal Assets

$1,279,077$1,251,878

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits

Noninterest-Bearing

$199,485$192,847

Interest-Bearing

912,193892,2781,111,6781,085,125

Borrowed Money

Subordinated Debentures

24,22924,229

Other Borrowed Money

39,00044,00063,22968,229

Other Liabilities

3,1042,832

Stockholders' Equity

Common Stock, Par Value $1 a separate component of the equity section of the consolidated balance sheets. Such items are considered components of other comprehensive income (loss). Accounting standards codification requires the presentation in the consolidated financial statements of net income and all items of other comprehensive income (loss) as total comprehensive income (loss).

Off-Balance Sheet Credit Related Financial Instruments

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

Changes in Accounting Principles and Effects of New Accounting Pronouncements

ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity is expected to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each performance obligation. ASU 2014-09, as deferred one year by ASU 2015-14, is effective for the Company in the first quarter of fiscal year 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU  2016-01, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale.  ASU 2016-01 is effective for the Company on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

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

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


PART I (Continued)

Item 1 (Continued)

(1)SummaryofSignificantAccountingPolicies(Continued)

ChangesinAccountingPrinciplesandEffectsofNewAccountingPronouncements (Continued)

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

ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities. This ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Today, entities generally amortize the premium over the contractual life of the security. The new guidance does not change the accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to maturity. ASU No. 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. The guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained earningsShare; Authorized 20,000,000 Shares, Issued 8,444,908 Shares as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the provisions of ASU No. 2017-08 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.March 31, 2019 and December 31, 2018, Respectively

8,4458,445

Paid-In Capital

25,98725,978

ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220). Reclassification of Certain Tax Effects from Retained Earnings

71,66169,459

Accumulated Other Comprehensive Income. This ASU allows an entity to elect a reclassification from accumulated other comprehensive income (AOCI) to retained earnings for stranded tax effects resulting from the(Loss), Net of Tax CutsBenefits

(5,027)(8,190)101,06695,692

Total Liabilities and Jobs Act (TCJ Act). ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company elected to early adopt the provisions of ASU 2018-02 in the fourth quarter of 2017 and, as a result, reclassified $1.1 million from AOCI to retained earnings as of December 31, 2017.Stockholders' Equity

$1,279,077$1,251,878

The accompanying notes are an integral part of these statements.


Part I (Continued)

Item 1 (Continued)

 

 

(2) Investment SecuritiesCOLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

Investment securities as of June 30, 2018 and DecemberTHREE MONTHS ENDED MARCH 31, 2017 are summarized as follows:2019 AND 2018

(UNAUDITED)

June 30, 2018

 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair Value

 

Securities Available for Sale:

                

U. S. Government Agencies

                

Mortgage-Backed

 $338,593  $212  $(13,809) $324,996 

State, County & Municipal

  4,040   4   (55)  3,989 

Corporate Bonds

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

(DOLLARS IN THOUSANDS)

December 31, 2017

 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair Value

 

Securities Available for Sale:

                

U. S. Government Agencies

                

Mortgage-Backed

 $354,931  $258  $(8,466) $346,723 

State, County & Municipal

  4,493   23   (23)  4,493 

Corporate Bonds

  2,048   12   -   2,060 

Asset-Backed

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


PART

  

Three Months Ended

 
  

March 31, 2019

  

March 31, 2018

 

Interest Income

        

Loans, Including Fees

 $10,470  $9,728 

Deposits with Other Banks

  282   75 

Investment Securities

        

U.S. Government Agencies

  2,156   1,911 

State, County and Municipal

  25   27 

Corporate Bonds

  27   28 

Dividends on Other Investments

  53   41 
   13,013   11,810 

Interest Expense

        

Deposits

  2,122   1,200 

Borrowed Money

  534   481 
   2,656   1,681 
         

Net Interest Income

  10,357   10,129 

Provision for Loan Losses

  131   26 

Net Interest Income After Provision for Loan Losses

  10,226   10,103 
         

Noninterest Income

        

Service Charges on Deposits

  964   1,101 

Other Service Charges, Commissions and Fees

  900   789 

Mortgage Fee Income

  143   149 

Other

  327   395 
   2,334   2,434 

Noninterest Expenses

        

Salaries and Employee Benefits

  5,371   4,920 

Occupancy and Equipment

  1,025   1,046 

Other

  2,630   2,570 
   9,026   8,536 
         

Income Before Income Taxes

  3,534   4,001 

Income Taxes

  699   813 

Net Income

 $2,835  $3,188 
         

Net Income Per Share of Common Stock

        

Basic

 $0.34  $0.38 

Diluted

 $0.34  $0.37 

Cash Dividends Paid Per Share of Common Stock

 $0.075  $0.05 

Weighted Average Basic Shares Outstanding

  8,440,357   8,439,258 

Weighted Average Diluted Shares Outstanding

  8,440,357   8,657,379 

The accompanying notes are an integral part of these statements.


Part I (Continued)

Item 1 (Continued)

(2) Investment Securities (Continued)

The amortized cost and fair value of investment securities as of June 30, 2018, by contractual maturity, are shown hereafter. Expected maturities may differ from contractual maturities for certain investments because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. This is often the case with mortgage-backed securities, which are disclosed separately in the table below.

  

Securities

 
  

Available for Sale

 
  

Amortized Cost

  

Fair Value

 
         

Due In One Year or Less

 $361  $360 

Due After One Year Through Five Years

  4,148   4,110 

Due After Five Years Through Ten Years

  1,314   1,310 

Due After Ten Years

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

Mortgage-Backed Securities

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

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

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

Information pertaining to securities with gross unrealized losses at June 30, 2018 and December 31, 2017 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

  

Less Than 12 Months

  

12 Months or Greater

  

Total

 
                         
      

Gross

      

Gross

      

Gross

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 
                         

June 30, 2018

                        

U. S. Government Agencies

                        

Mortgage-Backed

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

State, County and Municipal

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

Corporate Bonds

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

December 31. 2017

                        

U.S. Government Agencies

                        

Mortgage-Backed

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

State, County and Municipal

  2,598   (23)  -   -   2,598   (23)

Asset-Backed

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


PART I (Continued)

Item 1 (Continued)

(2) Investment Securities (Continued)

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

At June 30, 2018, 146 securities have unrealized losses which have depreciated 4.16 percent from the Company’s amortized cost basis. These securities are guaranteed by either the U.S. Government, other governments or U.S. corporations. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and the results of reviews of the issuer’s financial condition. The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. As management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available-for-sale, no declines are deemed to be other than temporary.

 

 

(3) LoansCOLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

The following table presents the composition of loans segregated by class of loans, as of June 30, 2018 and DecemberTHREE MONTHS ENDED MARCH 31, 2017.2019 AND 2018

(UNAUDITED)

  

June 30, 2018

  

December 31, 2017

 

Commercial and Agricultural

        

Commercial

 $45,029  $48,122 

Agricultural

  20,037   16,443 
         

Real Estate

        

Commercial Construction

  48,909   45,214 

Residential Construction

  11,541   8,583 

Commercial

  352,063   351,172 

Residential

  187,591   194,049 

Farmland

  67,867   67,768 
         

Consumer and Other

        

Consumer

  18,746   18,956 

Other

  15,013   14,977 
         

Total Loans

 $766,796  $765,284 

(DOLLARS IN THOUSANDS)

  

Three Months Ended

 
  

March 31, 2019

  

March 31, 2018

 
         

Net Income

 $2,835  $3,188 
         

Other Comprehensive Income:

        
         

Gains (Losses) on Securities Arising During the Year

  4,004   (3,954)

Tax Effect

  (841)  830 

Realized Gains on Sale of AFS Securities

  -   - 

Tax Effect

  -   - 
         

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

  3,163   (3,124)
         

Comprehensive Income

 $5,998  $64 

The accompanying notes are an integral part of these statements.


Part I (Continued)

Item 1 (Continued)

COLONY BANKCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(UNAUDITED)

(DOLLARS IN THOUSANDS)

  

Three Months Ended

 
  

March 31, 2019

  

March 31, 2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net Income

 $2,835  $3,188 

Adjustments to Reconcile Net Income to Net Cash

        

Provided by Operating Activities:

        

Depreciation

  423   454 

Share-based Compensation Expense

  8   - 

Provision for Loan Losses

  131   26 

Amortization and Accretion

  263   284 

(Gain) Loss on Sale of Other Real Estate and Repossessions

  5   (114)

Provision for Losses on Other Real Estate

  6   - 

(Increase) Decrease in Cash Surrender Value of Life Insurance

  414   (126)

(Gain) on Sale of Premises & Equipment

  (2)  - 

Other Prepaids, Deferrals and Accruals, Net

  1,101   1,339 
   5,184   5,051 

CASH FLOWS FROM INVESTING ACTIVITIES

        

Purchases of Investment Securities Available for Sale

  (14,119)  (3,531)

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

        

Available for Sale

  13,065   11,930 

Interest-Bearing Deposits in Other Banks

  (25,284)  (7,499)

Net Loans to Customers

  1,085   (3,652)

Purchase of Premises and Equipment

  (1,152)  (1,375)

Proceeds from Sale of Other Real Estate and Repossessions

  351   909 

Redemption (Purchase of) Federal Home Loan Bank Stock

  195   (126)

Proceeds from Sale of Premises and Equipment

  22   - 
   (25,837)  (3,344)

CASH FLOWS FROM FINANCING ACTIVITIES

        

Noninterest-Bearing Customer Deposits

  6,637   (14,173)

Interest-Bearing Customer Deposits

  19,915   (1,460)

Dividends Paid for Common Stock

  (633)  (422)

Payments on Federal Home Loan Bank Advances

  (5,000)  (2,500)

Proceeds from Federal Home Loan Bank Advances

  -   5,000 

Payments on Other Borrowed Money

  -   (1,500)
   20,919   (15,055)
         

Net Increase (Decrease) in Cash and Cash Equivalents

  266   (13,348)

Cash and Cash Equivalents at Beginning of Period

  10,377   23,145 

Cash and Cash Equivalents at End of Period

 $10,643  $9,797 

The accompanying notes are an integral part of these statements.


Part I (Continued)

Item 1 (Continued)

COLONY BANKCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)Summary of Significant Accounting Policies

Presentation

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

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

The consolidated financial statements in this report are unaudited, except for the December 31, 2018 consolidated balance sheet. All adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for fair presentation of the interim consolidated financial statements, have been included and fairly and accurately present the financial position, results of operations and cash flows of the Company. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results which may be expected for the entire year.

Nature of Operations

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

Use of Estimates

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

Reclassifications

In certain instances, amounts reported in prior years’ consolidated financial statements have been reclassified to conform to statement presentations selected for 2019. Such reclassifications have not affected previously reported stockholders’ equity or net income.

Concentrations of Credit Risk

Concentrations of credit risk can exist in relation to individual borrowers or groups of borrowers, certain types of collateral, certain types of industries, or certain geographic regions. The Company has a concentration in real estate loans as well as a geographic concentration that could pose an adverse credit risk. At March 31, 2019, approximately 87 percent of the Company’s loan portfolio was concentrated in loans secured by real estate. A substantial portion of borrowers’ ability to honor their contractual obligations is dependent upon the viability of the real estate economic sector. Management continues to monitor these concentrations and has considered these concentrations in its allowance for loan loss analysis.


Part I (Continued)

Item 1 (Continued)

(1)Summary of Significant Accounting Policies (Continued)

Concentrations of Credit Risk (Continued)

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

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

Investment Securities

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

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

Federal Home Loan Bank Stock

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

Loans

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

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

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


Part I (Continued)

Item 1 (Continued)

(1)Summary of Significant Accounting Policies (Continued)

Loans Modified in a Troubled Debt Restructuring (TDR)

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

Allowance for Loan Losses

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

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

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

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

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


Part I (Continued)

Item 1 (Continued)

(1)Summary of Significant Accounting Policies (Continued)

Allowance for Loan Losses (Continued)

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

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

Premises and Equipment

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

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

Description Life in Years Method
Banking Premises  15-40 Straight-Line and Accelerated
Furniture and Equipment  5-10 Straight-Line and Accelerated

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

Goodwill

Goodwill represents the excess of the cost of businesses acquired over the fair value of the net assets acquired. Goodwill is assigned to reporting units and tested for impairment at least annually, or on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value.

Intangible Assets

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


Part I (Continued)

Item 1 (Continued)

(1) Summary of Significant Accounting Policies (Continued)

Transfers of Financial Assets

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

Statement of Cash Flows

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

Advertising Costs

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

Income Taxes

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

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

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

Other Real Estate

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


Part I (Continued)

Item 1 (Continued)

(1) Summary of Significant Accounting Policies (Continued)

Bank-Owned Life Insurance

The Company has purchased life insurance on the lives of certain key members of management and directors. The life insurance policies are recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or amounts due that are probable at settlement, if applicable. Increases in the cash surrender value are recorded as other income in the consolidated statements of income. The cash surrender value of the insurance contracts is recorded in other assets on the consolidated balance sheets in the amount of $17,184 and $17,598 as of March 31, 2019 and December 31, 2018, respectively.

Comprehensive Income

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

Off-Balance Sheet Credit Related Financial Instruments

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

Changes in Accounting Principles and Effects of New Accounting Pronouncements

ASU 2016-02, Leases (Topic 842). This ASU requires lessees to put most leases on their balance sheets but recognize expenses in the income statement in a manner similar to current accounting treatment. This ASU changes the guidance on sale-leaseback transactions, initial direct costs and lease execution costs, and, for lessors, modifies the classification criteria and the accounting for sales-type and direct financing leases. For public business entities, this ASU is effective for annual periods beginning after December 15, 2018, and interim periods therein. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. ASU 2016-02 was effective for the Company on January 1, 2019. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements as of March 31, 2019. During the second quarter of 2019, the Company had two acquisitions in which both acquired entities have leases. The Company is currently evaluating the impact on its consolidated financial statements stemming from these transactions.

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

ASU 2017-04, Intangibles: Goodwill and Other: Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates Step 2 from the goodwill impairment test to simplify the subsequent measurement of goodwill. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, the income tax effects of tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. ASU 2017-04 also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The standard must be adopted using a prospective basis and the nature and reason for the change in accounting principle should be disclosed upon transition. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in reporting periods beginning after December 15, 2019. Early adoption is permitted on testing dates after January 1, 2017. The Company is currently evaluating the impact this ASU will have on the Company’s Consolidated Financial Statements, but it is not expected to have a material impact.


Part I (Continued)

Item 1 (Continued)

(1)SummaryofSignificantAccountingPolicies(Continued)

ChangesinAccountingPrinciplesandEffectsofNewAccountingPronouncements (Continued)

ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities. This ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Today, entities generally amortize the premium over the contractual life of the security. The new guidance does not change the accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to maturity. ASU No. 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. The guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. ASU 2017-08 was effective for the Company on January 1, 2019. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). This ASU modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for interim and annual reporting periods after December 15, 2019; early adoption is permitted. The Company is currently evaluating the provisions of ASU 2018-13 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

ASU 2019-1, Leases (Topic 842): Codification Improvements. ASU 2019-1 amends certain aspects of ASU 2016-02, Leases. This ASU addresses the following issues: (1) determining the fair value of the underlying asset by lessors that are not manufacturers or dealers; (2) statement of cash flow presentation for sales – type and direct financing leases by lessors within the scope of ASC 942, Financial Services – Depository and Lending; and (3) clarification of interim disclosure requirements during transition. ASU 2019-1 is effective for the first and second issues for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. If an entity early adopts, the ASU will be applied as of the date the entity first applies ASU 2016-02. For the third issue, there is no transition and effective date because the amendments are to the original transition requirements in ASU 2016-02. The Company is currently evaluating the impact this ASU will have on the Company’s Consolidated Financial Statements, but it is not expected to have a material impact.

(2) Business Acquisitions

On October 22, 2018, the Bank completed its acquisition of one branch office and a vacant lot from Planters First Bank (“PFB”) located in Albany, Georgia for a total cash consideration of $10.2 million. The assets and liabilities as of the effective date of the transaction were recorded at their respective estimated fair values. The excess of the purchase price over the net estimated fair values of the acquired assets and liabilities was allocated to identifiable intangible assets with the remaining excess allocated to goodwill. In the periods following the acquisition, the financial statements will include the results attributable to the Albany branch purchase beginning on the date of purchase. For the three months period ended March 31, 2019, the revenues and net loss attributable to the Albany branch were $71 thousand and $75 thousand, respectively. It is impracticable to determine the pro-forma impact to the 2018 revenues and net income if the acquisition had occurred on January 1, 2018 as the Bank does not have access to those records for a single branch.


Part I (Continued)

Item 1 (Continued)

(2) Business Acquisitions (Continued)

The following table provides the purchase price as of acquisition date, the identifiable assets acquired and liabilities assumed at their estimated fair values, and the resulting goodwill of $202 thousand recorded from the acquisition:

Purchase Price Consideration (in thousands):

    

Cash Consideration

 $10,238 

Total purchase price for PFB branch acquisition

 $10,238 
     

Assets acquired at fair value:

    

Cash and cash equivalents

 $195 

Loans

  20,430 

Premises and equipment, net

  773 

Core deposit intangible

  560 

Other assets

  123 

Total fair value of assets acquired

 $22,081 
     

Liabilities assumed at fair value:

    

Deposits

 $12,032 

Other liabilities

  13 

Total fair value of liabilities assumed

 $12,045 
     

Net Assets acquired at fair value:

 $10,036 
     

Amount of goodwill resulting from acquisition

 $202 

The total amount of goodwill arising from this transaction of $202 thousand is deductible for tax purposes, pursuant to section 197 of the Internal Revenue Code.

The Bank recorded all loans acquired at the estimated fair value on the purchase date with no carryover of the related allowance for loan losses. The Bank only acquired loans which were deemed to be performing loans with no signs of credit deterioration.

On May 1, 2019, the Company completed its acquisition of LBC Bancshares, Inc. (“LBC”), a bank holding company headquartered in LaGrange, Georgia. Upon consummation of the acquisition, LBC was merged with and into the Company, with Colony as the surviving entity in the merger. At that time, LBC’s wholly owned bank subsidiary, Calumet Bank, was also merged with and into the Bank. The acquisition expanded the Company’s market presence, as Calumet Bank had two full-service banking locations, one each in LaGrange, Georgia and Columbus, Georgia, as well as a loan production office in Atlanta, Georgia. Under the terms of the Merger Agreement, each LBC shareholder will have the option to receive either $23.50 in cash or 1.3239 shares of the Company’s Common Stock in exchange for each share of LBC common stock, subject to customary proration and location procedures, such that 55 percent of LBC shares received the stock consideration and 45 percent received the cash consideration, and at least 50 percent of the merger consideration paid in the Company stock. As a result, the Company issued 1,054,029 common shares at a fair value of $18.7 million and paid $15.3 million in cash to the former shareholders of LBC as merger consideration.

The Company is currently evaluating all fair value adjustments related to this transaction. The purchase price will be allocated among the net assets of LBC acquired as appropriate, with the remaining balance being reported as goodwill. As of March 31, 2019, LBC had total assets of $207.3 million, total loans of $131.9 million, and total deposits of $184.9 million.

On April 16, 2019, the Bank entered into an agreement to acquire PFB Mortgage, the secondary market mortgage business of Planters First Bank for approximately $833 thousand. The transaction, which did not require regulatory approval, closed on May 1, 2019. It included fixed assets and all pipeline loans, and customers will not be affected as loans will close and be processed as normal. Planters First Bank retained closed loans not yet sold (loans held for sale). The Bank is currently evaluating all fair value adjustments related to this transaction. The purchase price will be allocated among the net assets of PFB Mortgage acquired as appropriate, with the remaining balance being reported as goodwill.


Part I (Continued)

Item 1 (Continued)

(3) Investment Securities

Investment securities as of March 31, 2019 and December 31, 2018 are summarized as follows:

March 31, 2019

 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair Value

 

Securities Available for Sale:

                

U. S. Government Agencies Mortgage-Backed

 $357,480  $883  $(7,225) $351,138 

State, County & Municipal

  3,873   34   (12)  3,895 

Corporate Bonds

  2,899   -   (43)  2,856 
  $364,252  $917  $(7,280) $357,889 

December 31, 2018

 

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair Value

 

Securities Available for Sale:

                

U. S. Government Agencies Mortgage-Backed

 $356,498  $303  $(10,596) $346,205 

State, County & Municipal

  4,008   18   (37)  3,989 

Corporate Bonds

  2,927   -   (55)  2,872 
  $363,433  $321  $(10,688) $353,066 

The amortized cost and fair value of investment securities as of March 31, 2019, by contractual maturity, are shown hereafter. Expected maturities may differ from contractual maturities for certain investments because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. This is often the case with mortgage-backed securities, which are disclosed separately in the table below.

  

Securities

 
  

Available for Sale

 
  

Amortized Cost

  

Fair Value

 
         

Due In One Year or Less

 $351  $351 

Due After One Year Through Five Years

  4,158   4,129 

Due After Five Years Through Ten Years

  1,134   1,157 

Due After Ten Years

  1,129   1,114 
  $6,772  $6,751 
         

Mortgage-Backed Securities

  357,480   351,138 
  $364,252  $357,889 

The Bank did not sell any investments during the first three months of 2019 and 2018. Therefore the Bank did not have any proceeds, gains or losses during the first three months of 2019 and 2018.

Investment securities having a carrying value approximating $151,428 and $178,978 as of March 31, 2019 and December 31, 2018, respectively, were pledged to secure public deposits and for other purposes.


Part I (Continued)

Item 1 (Continued)

(3) Investment Securities (Continued)

Information pertaining to securities with gross unrealized losses at March 31, 2019 and December 31, 2018 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

  

Less Than 12 Months

  

12 Months or Greater

  

Total

 
                         
      

Gross

      

Gross

      

Gross

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 
                         

March 31, 2019

                        

U. S. Government Agencies Mortgage-Backed

 $12,669  $(66) $253,449  $(7,159) $266,118  $(7,225)

State, County and Municipal

  -   -   1,600   (12)  1,600   (12)

Corporate Bonds

  2,005   (20)  851   (23)  2,856   (43)
  $14,674  $(86) $255,900  $(7,194) $270,574  $(7,280)
                         

December 31. 2018

                        

U.S. Government Agencies Mortgage-Backed

 $39,083  $(504) $255,747  $(10,092) $294,830  $(10,596)

State, County and Municipal

  612   (3)  1,882   (34)  2,494   (37)

Corporate Bonds

  2,009   (21)  863   (34)  2,872   (55)
  $41,704  $(528) $258,492  $(10,160) $300,196  $(10,688)

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

At March 31, 2019, 133 securities have unrealized losses which have depreciated 2.00 percent from the Company’s amortized cost basis. These securities are guaranteed by either the U.S. Government, other governments or U.S. corporations. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and the results of reviews of the issuer’s financial condition. The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. As management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available-for-sale, no declines are deemed to be other than temporary.


Part I (Continued)

Item 1 (Continued)

(4) Loans

The following table presents the composition of loans segregated by class of loans, as of March 31, 2019 and December 31, 2018.

  

March 31, 2019

  

December 31, 2018

 

Commercial and Agricultural

        

Commercial

 $51,368  $57,410 

Agricultural

  15,290   16,799 
         

Real Estate

        

Commercial Construction

  44,305   47,849 

Residential Construction

  14,947   12,500 

Commercial

  373,263   373,534 

Residential

  181,004   187,714 

Farmland

  64,056   62,709 
         

Consumer and Other

        

Consumer

  17,907   18,485 

Other

  17,851   5,027 
         

Total Loans

 $779,991  $782,027 

 

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

 

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

 

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

 


PART I (Continued)

Item 1 (Continued)

(3) Loans (Continued)

 

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

 

 

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

 

 

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

 

 

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

 

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


Part I (Continued)

Item 1 (Continued)

(4) Loans (Continued)

 

The following table presents the loan portfolio by credit quality indicator (risk grade) as of June 30, 2018March 31, 2019 and December 31, 2017.2018. Those loans with a risk grade of 1, 2, 3 or 4 have been combined in the pass column for presentation purposes. For the period ending June 30, 2018,March 31, 2019, the Company did not have any loans classified as “doubtful” or a “loss”.

 

June 30, 2018

                

March 31, 2019

                
 

Pass

  

Special Mention

  

Substandard

  

Total Loans

  

Pass

  

Special Mention

  

Substandard

  

Total Loans

 

Commercial and Agricultural

                                

Commercial

 $43,619  $755  $655  $45,029  $49,378  $1,277  $713  $51,368 

Agricultural

  19,255   438   344   20,037   13,554   1,215   521   15,290 
                                

Real Estate

                                

Commercial Construction

  47,606   618   685   48,909   43,876   128   301   44,305 

Residential Construction

  11,541   -   -   11,541   14,947   -   -   14,947 

Commercial

  338,114   7,591   6,358   352,063   357,401   7,681   8,181   373,263 

Residential

  172,844   4,318   10,429   187,591   166,641   4,147   10,216   181,004 

Farmland

  63,869   2,039   1,959   67,867   59,805   1,825   2,426   64,056 
                                

Consumer and Other

                                

Consumer

  18,350   41   355   18,746   17,555   91   261   17,907 

Other

  15,006   7   -   15,013   17,848   -   3   17,851 
                                

Total Loans

 $730,204  $15,807  $20,785  $766,796  $741,005  $16,364  $22,622  $779,991 

 


PART I (Continued)

Item 1 (Continued)

(3) Loans (Continued)

December 31, 2017

                

December 31, 2018

                
 

Pass

  

Special Mention

  

Substandard

  

Total Loans

  

Pass

  

Special Mention

  

Substandard

  

Total Loans

 

Commercial and Agricultural

                                

Commercial

 $46,469  $825  $828  $48,122  $55,808  $729  $873  $57,410 

Agricultural

  15,868   175   400   16,443   15,664   637   498   16,799 
                                

Real Estate

                                

Commercial Construction

  41,282   578   3,354   45,214   47,087   45   717   47,849 

Residential Construction

  8,583   -   -   8,583   12,500   -   -   12,500 

Commercial

  338,776   7,663   4,733   351,172   358,139   7,662   7,733   373,534 

Residential

  177,963   4,865   11,221   194,049   170,050   7,107   10,557   187,714 

Farmland

  66,335   444   989   67,768   58,713   1,912   2,084   62,709 
                                

Consumer and Other

                                

Consumer

  18,496   53   407   18,956   18,104   59   322   18,485 

Other

  14,969   8   -   14,977   5,018   5   4   5,027 
                                

Total Loans

 $728,741  $14,611  $21,932  $765,284  $741,083  $18,156  $22,788  $782,027 

 

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


Part I (Continued)

Item 1 (Continued)

(4) Loans (Continued)

 

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

 

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

 


PART I (Continued)

Item 1 (Continued)

(3) Loans (Continued)

The following table represents an age analysis of past due loans and nonaccrual loans, segregated by class of loans, as of June 30, 2018March 31, 2019 and December 31, 2017:2018:

 

June 30, 2018

                        
  

Accruing Loans

             
      

90 Days

                 
  

30-89 Days

  

or More

  

Total Accruing

  

Nonaccrual

         
  

Past Due

  

Past Due

  

Loans Past Due

  

Loans

  

Current Loans

  

Total Loans

 

Commercial and Agricultural

                        

Commercial

 $280  $-  $280  $367  $44,382  $45,029 

Agricultural

  177   -   177   290   19,570   20,037 
                         

Real Estate

                        

Commercial Construction

  354   -   354   428   48,127   48,909 

Residential Construction

  -   -   -   -   11,541   11,541 

Commercial

  1,382   -   1,382   1,228   349,453   352,063 

Residential

  2,286   -   2,286   2,140   183,165   187,591 

Farmland

  79   -   79   979   66,809   67,867 
                         

Consumer and Other

                        

Consumer

  112   -   112   200   18,434   18,746 

Other

  -   -   -   -   15,013   15,013 
                         

Total Loans

 $4,670  $-  $4,670  $5,632  $756,494  $766,796 

December 31, 2017

                        

March 31, 2019

                        
 

Accruing Loans

              

Accruing Loans

             
     

90 Days

                      

90 Days

                 
 

30-89 Days

  

or More

  

Total Accruing

  

Nonaccrual

          

30-89 Days

  

or More

  

Total Accruing

  

Nonaccrual

         
 

Past Due

  

Past Due

  

Loans Past Due

  

Loans

  

Current Loans

  

Total Loans

  

Past Due

  

Past Due

  

Loans Past Due

  

Loans

  

Current Loans

  

Total Loans

 

Commercial and Agricultural

                                                

Commercial

 $329  $-  $329  $598  $47,195  $48,122  $106  $-  $106  $537  $50,725  $51,368 

Agricultural

  111   -   111   399   15,933   16,443   22   -   22   504   14,764   15,290 
                                                

Real Estate

                                                

Commercial Construction

  27   -   27   477   44,710   45,214   22   -   22   40   44,243   44,305 

Residential Construction

  119   -   119   -   8,464   8,583   -   -   -   -   14,947   14,947 

Commercial

  919   -   919   2,172   348,081   351,172   228   -   228   1,740   371,295   373,263 

Residential

  2,482   -   2,482   2,830   188,737   194,049   2,546   -   2,546   2,569   175,889   181,004 

Farmland

  318   -   318   839   66,611   67,768   929   -   929   2,015   61,112   64,056 
                                                

Consumer and Other

                                                

Consumer

  246   -   246   188   18,522   18,956   143   -   143   133   17,631   17,907 

Other

  7   -   7   -   14,970   14,977   -   -   -   3   17,848   17,851 
                                                

Total Loans

 $4,558  $-  $4,558  $7,503  $753,223  $765,284  $3,996  $-  $3,996  $7,541  $768,454  $779,991 

 


PART

Part I (Continued)

Item 1 (Continued)

(4) Loans (Continued)

December 31, 2018

                        
  

Accruing Loans

             
      

90 Days

                 
  

30-89 Days

  

or More

  

Total Accruing

  

Nonaccrual

         
  

Past Due

  

Past Due

  

Loans Past Due

  

Loans

  

Current Loans

  

Total Loans

 

Commercial and Agricultural

                        

Commercial

 $282  $-  $282  $637  $56,491  $57,410 

Agricultural

  117   -   117   413   16,269   16,799 
                         

Real Estate

                        

Commercial Construction

  88   -   88   463   47,298   47,849 

Residential Construction

  -   -   -   -   12,500   12,500 

Commercial

  679   -   679   2,966   369,889   373,534 

Residential

  6,882   -   6,882   2,734   178,098   187,714 

Farmland

  76   -   76   2,052   60,581   62,709 
                         

Consumer and Other

                        

Consumer

  110   -   110   213   18,162   18,485 

Other

  -   -   -   4   5,023   5,027 
                         

Total Loans

 $8,234  $-  $8,234  $9,482  $764,311  $782,027 


Part I (Continued)

Item 1 (Continued)

 

(34) Loans (Continued)

 

The following table details impaired loan data as of June 30, 2018:March 31, 2019:

 

June 30, 2018

                        

March 31, 2019

                        
 

Unpaid

                      

Unpaid

                     
 

Contractual

          

Average

  

Interest

  

Interest

  

Contractual

          

Average

  

Interest

  

Interest

 
 

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

  

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

 
 

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

  

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

 
                                                

With No Related Allowance Recorded

                                                

Commercial

 $367  $367  $-  $520  $5  $5  $594  $537  $-  $566  $8  $8 

Agricultural

  311   290   -   360   9   12   525   504   -   459   11   14 

Commercial Construction

  16   16   -   38   1   1   107   107   -   120   2   2 

Residential Construction

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

Commercial Real Estate

  10,201   10,201   -   11,092   235   236   12,599   12,543   -   12,354   143   145 

Residential Real Estate

  3,892   3,805   -   4,113   87   89   4,481   3,958   -   4,044   7   59 

Farmland

  980   978   -   896   5   7   2,017   2,016   -   2,034   -   5 

Consumer

  200   200   -   199   6   6   134   134   -   173   2   2 

Other

  -   -   -   -   -   -   3   3   -   3   -   - 
                                                
  15,967   15,857   -   17,218   348   356   20,460   19,802   -   19,753   173   235 
                                                

With An Allowance Recorded

                                                

Commercial

  -   -   -   -   -   -   -   -   -   21   -   - 

Agricultural

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

Commercial Construction

  482   482   54   487   2   2   -   -   -   199   -   - 

Residential Construction

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

Commercial Real Estate

  5,047   5,047   1,371   5,371   106   99   1,985   1,985   819   2,838   16   16 

Residential Real Estate

  36   36   21   60   1   1   267   267   52   271   8   8 

Farmland

  367   367   28   369   12   12   361   361   34   362   6   6 

Consumer

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

Other

  -   -   -   -   -   -   -   -   -   -   -   - 
                                                
  5,932   5,932   1,474   6,287   121   114   2,613   2,613   905   3,691   30   30 
                                       ��        

Total

                                                

Commercial

  367   367   -   520   5   5   594   537   -   587   8   8 

Agricultural

  311   290   -   360   9   12   525   504   -   459   11   14 

Commercial Construction

  498   498   54   525   3   3   107   107   -   319   2   2 

Residential Construction

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

Commercial Real Estate

  15,248   15,248   1,371   16,463   341   335   14,584   14,528   819   15,192   159   161 

Residential Real Estate

  3,928   3,841   21   4,173   88   90   4,748   4,225   52   4,315   15   67 

Farmland

  1,347   1,345   28   1,265   17   19   2,378   2,377   34   2,396   6   11 

Consumer

  200   200   -   199   6   6   134   134   -   173   2   2 

Other

  -   -   -   -   -   -   3   3   -   3   -   - 
                                                
 $21,899  $21,789  $1,474  $23,505  $469  $470  $23,073  $22,415  $905  $23,444  $203  $265 

 


PART

Part I (Continued)

Item 1 (Continued)

 

(34) Loans (Continued)

 

The following table details impaired loan data as of December 31, 2017:2018:

 

December 31, 2017

                        

December 31, 2018

                        
 

Unpaid

                      

Unpaid

                     
 

Contractual

          

Average

  

Interest

  

Interest

  

Contractual

          

Average

  

Interest

  

Interest

 
 

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

  

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

 
 

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

  

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

 
                                                

With No Related Allowance Recorded

                                                

Commercial

 $599  $599  $-  $634  $33  $34  $595  $595  $-  $526  $21  $24 

Agricultural

  485   398   -   297   11   19   434   413   -   383   18   25 

Commercial Construction

  54   54   -   141   3   4   132   132   -   69   8   8 

Residential Contruction

  -   -       79   -   -   -   -       -   -   - 

Commercial Real Estate

  12,637   12,637   -   12,808   560   550   12,164   12,164   -   11,040   582   583 

Residential Real Estate

  4,978   4,580   -   4,566   212   227   4,214   4,130   -   4,067   208   213 

Farmland

  840   839   -   791   54   58   2,054   2,052   -   1,361   53   82 

Consumer

  188   188   -   186   9   9   213   213   -   197   14   14 

Other

  4   4   -   1   -   - 
                                                
  19,781   19,295   -   19,502   882   901   19,810   19,703   -   17,644   904   949 
                                                

With An Allowance Recorded

                                                

Commercial

  -   -   -   -   -   -   42   42   6   8   2   2 

Agricultural

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

Commercial Construction

  493   493   66   241   23   33   399   399   39   466   -   - 

Residential Contruction

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

Commercial Real Estate

  5,729   5,729   1,713   6,599   229   237   3,691   3,691   1,276   5,121   135   142 

Residential Real Estate

  109   109   27   482   4   7   274   274   61   98   8   8 

Farmland

  371   371   21   376   22   22   364   364   36   368   24   25 

Consumer

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

Other

  -   -   -   -   -   - 
                                                
  6,702   6,702   1,827   7,698   278   299   4,770   4,770   1,418   6,061   169   177 
                                                

Total

                                                

Commercial

  599   599   -   634   33   34   637   637   6   534   23   26 

Agricultural

  485   398   -   297   11   19   434   413   -   383   18   25 

Commercial Construction

  547   547   66   382   26   37   531   531   39   535   8   8 

Residential Contruction

  -   -   -   79   -   -   -   -   -   -   -   - 

Commercial Real Estate

  18,366   18,366   1,713   19,407   789   787   15,855   15,855   1,276   16,161   717   725 

Residential Real Estate

  5,087   4,689   27   5,048   216   234   4,488   4,404   61   4,165   216   221 

Farmland

  1,211   1,210   21   1,167   76   80   2,418   2,416   36   1,729   77   107 

Consumer

  188   188   -   186   9   9   213   213   -   197   14   14 

Other

  4   4   -   1   -   - 
                                                
 $26,483  $25,997  $1,827  $27,200  $1,160  $1,200  $24,580  $24,473  $1,418  $23,705  $1,073  $1,126 

 


PART

Part I (Continued)

Item 1 (Continued)

 

(34) Loans (Continued)

 

The following table details impaired loan data as of June 30, 2017:March 31, 2018:

 

June 30, 2017

                        

March 31, 2018

                        
 

Unpaid

                      

Unpaid

                     
 

Contractual

          

Average

  

Interest

  

Interest

  

Contractual

          

Average

  

Interest

  

Interest

 
 

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

  

Principal

  

Impaired

  

Related

  

Recorded

  

Income

  

Income

 
 

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

  

Balance

  

Balance

  

Allowance

  

Investment

  

Recognized

  

Collected

 
                                                

With No Related Allowance Recorded

                                                

Commercial

 $608  $608  $-  $639  $11  $15  $595  $595  $-  $596  $8  $8 

Agricultural

  370   349   -   254   11   13   411   390   -   394   8   12 

Commercial Construction

  102   102   -   159   1   1   42   42   -   48   1   1 

Residential Construction

  199   199   -   66   5   5 

Commercial Real Estate

  10,454   10,454   -   13,543   226   222   10,438   10,438   -   11,538   118   112 

Residential Real Estate

  5,667   4,871   -   4,511   98   115   4,379   3,956   -   4,268   46   49 

Farmland

  679   678   -   759   56   56   873   872   -   855   7   7 

Consumer

  149   149   -   188   3   3   210   210   -   199   3   3 
                                                
  18,228   17,410   -   20,119   411   430   16,948   16,503   -   17,898   191   192 
                                                

With An Allowance Recorded

                                                

Commercial

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

Agricultural

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

Commercial Construction

  71   71   4   72   2   2   485   485   57   489   1   1 

Residential Construction

  -   -   -   -   -   - 

Commercial Real Estate

  7,169   7,169   1,517   6,714   135   134   5,337   5,337   1,662   5,533   53   45 

Residential Real Estate

  49   41   20   755   (2)  2   36   36   21   72   1   1 

Farmland

  376   376   26   378   11   11   369   369   30   371   5   6 

Consumer

  -   -   -   -   -   -   -   -   -   -   -   - 
                                                
  7,665   7,657   1,567   7,919   146   149   6,227   6,227   1,770   6,465   60   53 
                                                

Total

                                                

Commercial

  608   608   -   639   11   15   595   595   -   596   8   8 

Agricultural

  370   349   -   254   11   13   411   390   -   394   8   12 

Commercial Construction

  173   173   4   231   3   3   527   527   57   537   2   2 

Residential Construction

  199   199   -   66   5   5 

Commercial Real Estate

  17,623   17,623   1,517   20,257   361   356   15,775   15,775   1,662   17,071   171   157 

Residential Real Estate

  5,716   4,912   20   5,266   96   117   4,415   3,992   21   4,340   47   50 

Farmland

  1,055   1,054   26   1,137   67   67   1,242   1,241   30   1,226   12   13 

Consumer

  149   149   -   188   3   3   210   210   -   199   3   3 
                                                
 $25,893  $25,067  $1,567  $28,038  $557  $579  $23,175  $22,730  $1,770  $24,363  $251  $245 

 


PART

Part I (Continued)

Item 1 (Continued)

 

(3(4) Loans (Continued)

 

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

 

 

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

 

 

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

 

 

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

 

As discussed in Note 1, Summary of Significant Accounting Policies, once a loan is identified as a TDR, it is accounted for as an impaired loan. The Company had no unfunded commitments to lend to a customer that has a troubled debt restructured loan as of June 30, 2018.March 31, 2019. The Company had no loan contracts restructured during the three month period ended March 31, 2019 and the six month period ended June 30, 2018 and 2017.2018. Loans modified in a troubled debt restructuring are considered to be in default once the loan becomes 90 days past due. A TDR may cease being classified as impaired if the loan is subsequently modified at market terms and, has performed according to the modified terms for at least six months, and there has not been any prior principal forgiveness on a cumulative basis.

 

The Company did not have any TDRshad no loans that subsequently defaulted forduring the three months ended June 30, 2018 andMarch 31, 2019. The Company had one loan that subsequently defaulted during the sixthree months ended June 30,March 31, 2018. The loan totaling $131 thousand$131,067 failed to continue to perform as agreed and was moved to non-accrual status.

 


PART

Part I (Continued)

Item 1 (Continued)

 

 

(45) Allowance for Loan Losses

 

The following tables detail activity in the allowance for loan losses, segregated by class of loan, for the sixthree month period ended June 30, 2018March 31, 2019 and June 30, 2017.March 31, 2018. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other loan categories and periodically may result in reallocation within the provision categories.

 

June 30, 2018

                    

March 31, 2019

                    
 

Beginning

              

Ending

  

Beginning

              

Ending

 
 

Balance

  

Charge-Offs

  

Recoveries

  

Provision

  

Balance

  

Balance

  

Charge-Offs

  

Recoveries

  

Provision

  

Balance

 
                                        

Commercial and Agricultural

                                        

Commercial

 $447  $(116) $85  $28  $444  $370  $(97) $6  $(38) $241 

Agricultural

  186   (123)  7   192   262   248   -   -   (23)  225 
                                        

Real Estate

                                        

Commercial Construction

  1,216   -   38   (1,172)  82   115   (29)  17   (88)  15 

Residential Construction

  -   -   -   -   -   16   -   -   (11)  5 

Commercial

  3,874   (258)  37   753   4,406   4,549   (56)  33   (152)  4,374 

Residential

  968   (89)  75   112   1,066   1,181   (629)  49   348   949 

Farmland

  780   -   9   79   868   702   (63)  1   48   688 
                                        

Consumer and Other

                                        

Consumer

  34   (135)  49   82   30   86   (70)  17   36   69 

Other

  3   -   2   (4)  1   10   -   2   11   23 
                                        
 $7,508  $(721) $302  $70  $7,159  $7,277  $(944) $125  $131  $6,589 

 

June 30, 2017

                    

March 31, 2018

                    
 

Beginning

              

Ending

  

Beginning

              

Ending

 
 

Balance

  

Charge-Offs

  

Recoveries

  

Provision

  

Balance

  

Balance

  

Charge-Offs

  

Recoveries

  

Provision

  

Balance

 
                                        

Commercial and Agricultural

                                        

Commercial

 $456  $(124) $100  $(7) $425  $447  $(4) $8  $19  $470 

Agricultural

  168   (4)  2   72   238   186   (17)  1   32   202 
                                        

Real Estate

                                        

Commercial Construction

  323   (49)  162   334   770   1,216   -   20   187   1,423 

Residential Construction

  13   -   -   (2)  11   -   -   -   -   - 

Commercial

  5,751   (966)  302   (424)  4,663   3,874   -   4   (551)  3,327 

Residential

  1,396   (605)  33   148   972   968   (61)  12   270   1,189 

Farmland

  722   -   -   137   859   780   -   1   24   805 
                                        

Consumer and Other

                                        

Consumer

  80   (117)  51   70   84   34   (59)  28   45   48 

Other

  14   -   -   7   21   3   -   -   -   3 
                                        
 $8,923  $(1,865) $650  $335  $8,043  $7,508  $(141) $74  $26  $7,467 

 

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

 


PART

Part I (Continued)

Item 1 (Continued)

 

(45) Allowance for Loan Losses (Continued)

 

The Company determines its individual reserves during its quarterly review of substandard loans. This process involves reviewing all loans with a risk grade of 6 or greater and an outstanding balance of $250,000 or more, regardless of the loans impairment classification. At June 30, 2018,March 31, 2019, there were 125134 impaired loans totaling $3.1$3.9 million below the $250,000 review threshold which were not individually reviewed for impairment. Those loans were subject to the bank’s general loan loss reserve methodology and are included in the “Collectively Evaluated for Impairment” column of the following tables. Likewise, at June 30, 2017,March 31, 2018, there were 153144 impaired loans totaling $4.3$3.5 million which were below the $250,000 review threshold and were subject to the bank’s general loan loss reserve methodology and are included in the “Collectively Evaluated for Impairment” column of the following tables.

 

Since not all loans in the substandard category are considered impaired, this quarterly review process may result in the identification of specific reserves on unimpaired loans. Management considers those loans graded substandard, but not classified as impaired, to be higher risk loans and, therefore, makes specific allocations to the allowance for those loans if warranted. The total of such loans is $9.55$10.28 million and $13.04$12.70 million as of June 30,March 31, 2019 and 2018, and 2017, respectively. Specific allowance allocations were made for these loans totaling $1.30$1.86 million and $1.19$1.22 million as of June 30,March 31, 2019 and 2018, and 2017, respectively. Since these loans are not considered impaired, both the loan balance and related specific allocation are included in the “Collectively Evaluated for Impairment” column of the following tables.

 


PART

Part I (Continued)

Item 1 (Continued)

 

(4(5) Allowance for Loan Losses (Continued)

 

The following tables present breakdowns of the allowance for loan losses, segregated by impairment methodology for June 30, 2018March 31, 2019 and 2017:2018:

 

June 30, 2018

                        

March 31, 2019

                        
 

Ending Allowance Balance

  

Ending Loan Balance

  

Ending Allowance Balance

  

Ending Loan Balance

 
                                                
 

Individually

  

Collectively

      

Individually

  

Collectively

      

Individually

  

Collectively

      

Individually

  

Collectively

     
 

Evaluated for

  

Evaluated for

      

Evaluated for

  

Evaluated for

      

Evaluated for

  

Evaluated for

      

Evaluated for

  

Evaluated for

     
 

Impairment

  

Impairment

  

Total

  

Impairment

  

Impairment

  

Total

  

Impairment

  

Impairment

  

Total

  

Impairment

  

Impairment

  

Total

 

Commercial and Agricultural

                                                

Commercial

 $-  $444  $444  $77  $44,952  $45,029  $-  $241  $241  $26  $51,342  $51,368 

Agricultural

  -   262   262   5   20,032   20,037   -   225   225   23   15,267   15,290 
                                                

Real Estate

                                                

Commercial Construction

  54   28   82   481   48,428   48,909   -   15   15   68   44,237   44,305 

Residential Construction

  -   -   -   -   11,541   11,541   -   5   5   -   14,947   14,947 

Commercial

  1,371   3,035   4,406   15,187   336,876   352,063   819   3,555   4,374   14,107   359,156   373,263 

Residential

  21   1,045   1,066   1,910   185,681   187,591   52   897   949   2,175   178,829   181,004 

Farmland

  28   840   868   1,032   66,835   67,867   34   654   688   2,102   61,954   64,056 
                                                

Consumer and Other

                                                

Consumer

  -   30   30   -   18,746   18,746   -   69   69   -   17,907   17,907 

Other

  -   1   1   -   15,013   15,013   -   23   23   -   17,851   17,851 
                                                

Total End of Period Balance

 $1,474  $5,685  $7,159  $18,692  $748,104  $766,796  $905  $5,684  $6,589  $18,501  $761,490  $779,991 

 

June 30, 2017

                        

March 31, 2018

                        
 

Ending Allowance Balance

  

Ending Loan Balance

  

Ending Allowance Balance

  

Ending Loan Balance

 
                                                
 

Individually

  

Collectively

      

Individually

  

Collectively

      

Individually

  

Collectively

      

Individually

  

Collectively

     
 

Evaluated for

  

Evaluated for

      

Evaluated for

  

Evaluated for

      

Evaluated for

  

Evaluated for

      

Evaluated for

  

Evaluated for

     
 

Impairment

  

Impairment

  

Total

  

Impairment

  

Impairment

  

Total

  

Impairment

  

Impairment

  

Total

  

Impairment

  

Impairment

  

Total

 

Commercial and Agricultural

                                                

Commercial

 $-  $425  $425  $33  $44,850  $44,883  $-  $470  $470  $77  $46,616  $46,693 

Agricultural

  -   238   238   5   21,805   21,810   -   202   202   5   16,346   16,351 
                                                

Real Estate

                                                

Commercial Construction

  4   766   770   72   35,079   35,151   57   1,366   1,423   485   49,174   49,659 

Residential Construction

  -   11   11   -   9,230   9,230   -   -   -   -   8,145   8,145 

Commercial

  1,517   3,146   4,663   17,292   338,509   355,801   1,662   1,665   3,327   15,574   338,524   354,098 

Residential

  20   952   972   2,336   198,236   200,572   21   1,168   1,189   2,023   191,353   193,376 

Farmland

  26   833   859   1,040   69,154   70,194   30   775   805   1,034   66,077   67,111 
                                                

Consumer and Other

                                                

Consumer

  -   84   84   -   19,134   19,134   -   48   48   -   18,805   18,805 

Other

  -   21   21   -   18,791   18,791   -   3   3   -   14,259   14,259 
                                                

Total End of Period Balance

 $1,567  $6,476  $8,043  $20,778  $754,788  $775,566  $1,770  $5,697  $7,467  $19,198  $749,299  $768,497 

 


PART

Part I (Continued)

Item 1 (Continued)

 

 

(56) Other Real Estate Owned

 

The aggregate carrying amount of Other Real Estate Owned (OREO)(“OREO”) at June 30, 2018March 31, 2019 and December 31, 20172018 was $3,595$1,635 and $4,256,$1,841, respectively. All of the Company’s other real estate owned represents properties acquired through foreclosure or deed in lieu of foreclosure. The following table details the change in OREO for the sixthree months ended June 30, 2018March 31, 2019 and the year ended December 31, 2017.2018.

 

 

Six Months Ended

  

Twelve Months Ended

  

Three Months Ended

  

Twelve Months Ended

 
 

June 30, 2018

  

December 31, 2017

  

March 31, 2019

  

December 31, 2018

 
                

Balance, Beginning

 $4,256  $6,439  $1,841  $4,256 
                

Additions

  597   1,725   144   793 

Sales of OREO

  (1,215)  (3,787)  (348)  (2,949)

Transfer to Bank Premises

  -   (300)

Gains (Losses) on Sale

  114   213   4   303 

Provision for Losses

  (157)  (334)  (6)  (262)
                

Balance, Ending

 $3,595  $4,256  $1,635  $1,841 

 

At June 30, 2018,March 31, 2019, the Company held $551$359 thousand of residential real estate property as foreclosed property compared to $479$565 thousand as of December 31, 2017.2018.  Also at June 30, 2018, $65March 31, 2019, $157 thousand of consumer mortgage loans collateralized by residential real estate property were in the process of foreclosure according to local requirements of the applicable jurisdictions. At December 31, 2017,2018, only $184$25 thousand of consumer mortgage loans collateralized by residential real estate property were in the process of foreclosure according to local requirements of the applicable jurisdictions.

 

 

(6(7) Deposits

 

The aggregate amount of overdrawn deposit accounts reclassified as loan balances totaled $421$320 thousand and $475$476 thousand as of June 30, 2018March 31, 2019 and December 31, 2017.2018.

 

Components of interest-bearing deposits as of June 30, 2018March 31, 2019 and December 31, 20172018 are as follows:

 

 

Six Months Ended

  

Twelve Months Ended

  

Three Months Ended

  

Twelve Months Ended

 
 

June 30, 2018

  

December 31, 2017

  

March 31, 2019

  

December 31, 2018

 
                

Interest-Bearing Demand

 $457,538  $458,717  $488,435  $471,794 

Savings

  80,167   78,172   85,259   79,453 

Time, $250,000 and Over

  40,521   38,920   53,801   53,881 

Other Time

  280,324   301,248   284,698   287,150 
 $858,550  $877,057  $912,193  $892,278 

 

At June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company had brokered deposits of $51,784$94,620 and $46,329,$80,535, respectively. All of these brokered deposits represent Certificate of Deposits Account Registry Service (CDARS)(“CDARS”) reciprocal deposits. The CDARS deposits are ones in which customers placed core deposits into the CDARS program for FDIC insurance coverage and the Company receives reciprocal brokered deposits in a like amount. The aggregate amount of short-term jumbo certificates of deposit, each with a minimum denomination of $250,000 was approximately $30,957$41,242 and $32,152$41,104 as of June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively. The aggregate amount of certificates of deposit, each with a minimum deposit of $250,000 was $40,521$53,801 and $38,920$53,881 as of June 30, 2018March 31, 2019 and December 31, 2017.2018.

 


PART

Part I (Continued)

Item 1 (Continued)

 

(6(7) Deposits (Continued)

 

As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the scheduled maturities of certificates of deposits are as follows:

 

Maturity

 

June 30, 2018

  

December 31, 2017

  

March 31, 2019

  

December 31, 2018

 

One Year and Under

 $229,998  $255,575  $232,126  $241,366 

One to Three Years

  68,530   63,327   91,444   82,412 

Three Years and Over

  22,317   21,266   14,929   17,253 
 $320,845  $340,168  $338,499  $341,031 

 

 

(78) Other Borrowed Money

 

Other borrowed money at June 30, 2018March 31, 2019 and December 31, 20172018 is summarized as follows:

   

  

June 30, 2018

  

December 31, 2017

 

Federal Home Loan Bank Advances

 $53,500  $46,000 

Other Borrowings

  8   1,500 
  $53,508  $47,500 
  March 31, 2019  December 31, 2018 

Federal Home Loan Bank Advances

 $39,000  $44,000 

 

Advances from the Federal Home Loan Bank (FHLB)(“FHLB”) have maturities ranging from 20192020 to 2028 and interest rates ranging from 0.98 percent to 3.51 percent. As collateral on the outstanding FHLB advances, the Company has provided a blanket lien on its portfolio of qualifying residential first mortgage loans and commercial loans. At June 30, 2018March 31, 2019, the book value of those loans pledged is $110,317.$109,408. At June 30, 2018March 31, 2019, the Company had remaining credit availability from the FHLB of $250,614.$273,448. The Company may be required to pledge additional qualifying collateral in order to utilize the full amount of the remaining credit line.

 

In 2017, the Company borrowed $5,000 as a short term loan to be paid off within one year with an interest rate of 4.75 percent. The loan was paid off in January 2018.

The aggregate stated maturities of other borrowed money at June 30, 2018March 31, 2019 are as follows:

 

Year

 

Amount

  

Amount

 

2018

 $5,008 

2019

  5,000 

2020

  2,500  $2,500 

2021

  -   - 

2022

  27,000   18,000 
After 2022  14,000 

2023

  6,000 

2024 and After

  12,500 
 $53,508  $39,000 


The Company also has available federal funds lines of credit with various financial institutions totaling $43,500, none of which were outstanding at June 30, 2018.March 31, 2019.

 

The Company has the ability to borrow funds from the Federal Reserve Bank (FRB)(“FRB”) of Atlanta utilizing the discount window. The discount window is an instrument of monetary policy that allows eligible institutions to borrow money from the FRB on a short-term basis to meet temporary liquidity shortages caused by internal or external disruptions. At June 30, 2018,March 31, 2019, the Company had borrowing capacity available under this arrangement, with no outstanding balances. The Company would be required to pledge certain available-for-sale investment securities as collateral under this agreement.

 

 

(8) Preferred Stock and Warrants

The Company redeemed 9,360 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the Preferred Stock) outstanding with private investors as of March 31, 2017. The Company redeemed 8,661 shares of Preferred Stock at $1,000 per share in 2016. The Company redeemed 9,979 shares of Preferred Stock at $1,000 per share during 2015. The Company currently has no outstanding shares of Preferred Stock. The Company also had a warrant (the Warrant) to purchase up to 500,000 shares of the Company’s common stock outstanding with private investors. The Warrant was repurchased by the Company on June 5, 2018, for $3.2 million. Both the Preferred Stock and the Warrant originated in 2009 through transactions with the United States Department of the Treasury and were subsequently sold to the public through an auction process during 2013. The Company currently has no outstanding warrants as of June 30, 2018.

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


PART I (Continued)

Item 1 (Continued)

(9) Subordinated Debentures (Trust Preferred Securities)

 

       

3 Month

  

Added

  

Total

   

5 Year

       

3 Month

  

Added

  

Total

   

5 Year

Description

 

Date

 

Amount

  

Libor Rate

  

Points

  

Rate

 

Maturity

 

Call Option

 

Date

 

Amount

  

Libor Rate

  

Points

  

Rate

 

Maturity

 

Call Option

Colony Bankcorp Statutory Trust III

 

6/17/2004

 $4,640   2.33469  2.68  5.01469 

6/14/2034

 

6/17/2009

 

6/17/2004

 $4,640   2.61463   2.68   5.29463 

6/14/2034

 

6/17/2009

Colony Bankcorp Capital Trust I

 

4/13/2006

  5,155   2.33738  1.50  3.83738 

4/13/2036

 

4/13/2011

 

4/13/2006

  5,155   2.59175   1.50   4.09175 

4/13/2036

 

4/13/2011

Colony Bankcorp Capital Trust II

 

3/12/2007

  9,279   2.33738  1.65  3.98738 

3/12/2037

 

3/12/2012

 

3/12/2007

  9,279   2.59175   1.65   4.24175 

3/12/2037

 

3/12/2012

Colony Bankcorp Capital Trust III

 

9/14/2007

  5,155   2.35878  1.40  3.75878 

9/14/2037

 

9/14/2012

 

9/14/2007

  5,155   2.75050   1.40   4.15050 

9/14/2037

 

9/14/2012

 

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

 

The Trust Preferred Securities pay interest quarterly.


Part I (Continued)

Item 1 (Continued)

 

 

(10) Commitments and Contingencies

 

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

 

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

 

At June 30, 2018March 31, 2019 and December 31, 20172018 the following financial instruments were outstanding whose contract amounts represent credit risk:

 

 

Contract Amount

  

Contract Amount

 
 

June 30, 2018

  

December 31, 2017

  

March 31, 2019

  

December 31, 2018

 
                

Loan Commitments

 $107,248  $96,374  $120,676  $98,736 

Letters of Credit

  1,428   1,536   1,521   1,525 

 

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

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

 

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

 

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

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

 

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

  


PART

Part I (Continued)

Item 1 (Continued)

 

 

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

 

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

 

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

 

Level 1

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

 

Level 2

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

 

Level 3

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 


PART

Part I (Continued)

Item 1 (Continued)

 

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

 

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

 

The carrying amount, estimated fair values, and placement in the fair value hierarchy of the Company’s financial instruments as of June 30, 2018March 31, 2019 and December 31, 20172018 are as follows:

 

 

Fair Value Measurements at

  

Fair Value Measurements at

 
 

June 30, 2018

  

March 31, 2019

 
 

Carrying

  

Estimated

  

Level

  

Level

  

Level

  

Carrying

  

Estimated

  

Level

  

Level

  

Level

 
 

Value

  

Fair Value

  

1

  

2

  

3

  

Value

  

Fair Value

  1  2  3 
                                        

Assets

                                        

Cash and Short-Term Investments

 $48,473  $48,473  $48,473  $-  $-  $85,705  $85,705  $85,705  $-  $- 

Investment Securities Available for Sale

  331,938   331,938   -   325,113   6,825   357,889   357,889   -   353,992   3,897 

Federal Home Loan Bank Stock

  3,382   3,382   3,382   -   -   2,782   2,782   2,782   -   - 

Loans, Net

  759,096   756,565   -   752,107   4,458   772,889   769,078   -   767,370   1,708 

Bank-Owned Life Insurance

  17,349   17,349   17,349   -   -   17,184   17,184   17,184   -   - 
                                        

Liabilities

                                        

Deposits

  1,035,886   1,036,148   715,041   321,107   -   1,111,678   1,113,541   773,179   340,362   - 

Subordinated Debentures

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

Other Borrowed Money

  53,508   53,490   -   53,490   -   39,000   39,112   -   39,112   - 

 

 

Fair Value Measurements at

  

Fair Value Measurements at

 
 

December 31, 2017

  

December 31, 2018

 
 

Carrying

  

Estimated

  

Level

  

Level

  

Level

  

Carrying

  

Estimated

  

Level

  

Level

  

Level

 
 

Value

  

Fair Value

  

1

  

2

  

3

  

Value

  

Fair Value

  

1

  

2

  

3

 
                                        

Assets

                                        

Cash and Short-Term Investments

 $57,813  $57,813  $57,813  $-  $-  $60,155  $60,155  $60,155  $-  $- 

Investment Securities Available for Sale

  354,247   354,247   -   346,950   7,297   353,066   353,066   -   348,788   4,278 

Federal Home Loan Bank Stock

  3,043   3,043   3,043   -   -   2,978   2,978   2,978   -   - 

Loans, Net

  757,281   757,163   -   752,287   4,876   774,249   769,809   -   766,457   3,352 

Bank-Owned Life Insurance

  17,089   17,089   17,089   -   -   17,598   17,598   17,598   -   - 
                                        

Liabilities

                                        

Deposits

  1,067,985   1,068,392   727,818   340,574   -   1,085,125   1,086,503   744,094   342,409   - 

Subordinated Debentures

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

Other Borrowed Money

  47,500   47,626   -   47,626   -   44,000   44,032   -   44,032   - 

 

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

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

 

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

 


PART

Part I (Continued)

Item 1 (Continued)

 

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

 

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

 

Assets

 

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

 

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

 

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

 


PART I (Continued)

Item 1 (Continued)

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

Assets and Liabilities Measured at Fair Value on a Recurring and Nonrecurring Basis – The following table presents the recorded amount of the Company’s assets measured at fair value on a recurring and nonrecurring basis as of June 30, 2018March 31, 2019 and December 31, 2017,2018, aggregated by the level in the fair value hierarchy within which those measurements fall. The table below includes only impaired loans with a specific reserve and only other real estate properties with a valuation allowance at June 30, 2018March 31, 2019 and at December 31, 2017.2018. Those impaired loans and other real estate properties are shown net of the related specific reserves and valuation allowances.


Part I (Continued)

Item 1 (Continued)

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

 

     

Fair Value Measurements at Reporting Date Using

      

Fair Value Measurements at Reporting Date Using

 
     

Quoted Prices in

      

Significant

      

Quoted Prices in

      

Significant

 
     

Active Markets for

  

Significant Other

  

Unobservable

      

Active Markets for

  

Significant Other

  

Unobservable

 
 

Total Fair

  

Identical Assets

  

Observable

  

Inputs

  

Total Fair

  

Identical Assets

  

Observable

  

Inputs

 

June 30, 2018

 

Value

  

(Level 1)

  

Inputs (Level 2)

  

(Level 3)

 

March 31, 2019

 

Value

  

(Level 1)

  

Inputs (Level 2)

  

(Level 3)

 
                                

Recurring Securities Available for Sale

                                

U.S. Government Agencies

                

Mortgage-Backed

 $324,996  $-  $320,430  $4,566 

U.S. Government Agencies Mortgage-Backed

 $351,138  $-  $347,456  $3,682 

State, County and Municipal

  3,989   -   3,774   215   3,895   -   3,680   215 

Corporate Bonds

  2,953       909   2,044   2,856   -   2,856   - 
 $331,938  $-  $325,113  $6,825  $357,889  $-  $353,992  $3,897 
                                

Nonrecurring

                                

Impaired Loans

 $4,458  $-  $-  $4,458  $1,708  $-  $-  $1,708 
                                

Other Real Estate

 $1,642  $-  $-  $1,642  $1,123  $-  $-  $1,123 

  

      

Fair Value Measurements at Reporting Date Using

 
      

Quoted Prices in

      

Significant

 
      

Active Markets for

  

Significant Other

  

Unobservable

 
  

Total Fair

  

Identical Assets

  

Observable

  

Inputs

 

December 31, 2018

 

Value

  

(Level 1)

  

Inputs (Level 2)

  

(Level 3)

 
                 

Recurring Securities Available for Sale

                

U.S. Government Agencies Mortgage-Backed

 $346,205  $-  $342,142  $4,063 

State, County and Municipal

  3,989   -   3,775   214 

Corporate Bonds

  2,872   -   2,872   - 
                 
  $353,066  $-  $348,789  $4,277 
                 

Nonrecurring

                

Impaired Loans

 $3,352  $-  $-  $3,352 
                 

Other Real Estate

 $1,183  $-  $-  $1,183 

  

      

Fair Value Measurements at Reporting Date Using

 
      

Quoted Prices in

      

Significant

 
      

Active Markets for

  

Significant Other

  

Unobservable

 
  

Total Fair

  

Identical Assets

  

Observable

  

Inputs

 

December 31, 2017

 

Value

  

(Level 1)

  

Inputs (Level 2)

  

(Level 3)

 
                 

Recurring Securities Available for Sale

                

U.S. Government Agencies

                

Mortgage-Backed

 $346,723  $-  $341,701  $5,022 

State, County and Municipal

  4,493   -   4,277   216 

Corporate

  2,060       -   2,060 

Asset-Backed

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

Nonrecurring

                

Impaired Loans

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

Other Real Estate

 $2,015  $-  $-  $2,015 

 

Liabilities

 

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


PART

Part I (Continued)

Item 1 (Continued)

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

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

 

The following table presents quantitative information about the significant unobservable inputs used in the fair value measurements for assets in level 3 of the fair value hierarchy measured on a nonrecurring basis at June 30, 2018March 31, 2019 and December 31, 2017.2018. This table is comprised primarily of collateral dependent impaired loans and other real estate owned:

 

    

Valuation

 

Unobservable

 

Range

     

Valuation

 

Unobservable

 

Range

 
 

June 30, 2018

 

Techniques

 

Inputs

 

Weighted Avg

  

March 31, 2019

 

Techniques

 

Inputs

 

Weighted Avg

 
                        

Real Estate

                        

Commercial Construction

 $427 

Sales Comparison

 

Adjustment for Differences

  (16.00)%-1975.00% 
      

Between the Comparable Sales

  979.50%  
            
      

Management Adjustments for

  0.00%-10.00% 
      

Age of Appraisals and/or Current

  5.00%  
      

Market Conditions

     
            

Residential Real Estate

  15 

Sales Comparison

 

Adjustment for Differences

  (43.30)%-66.70%   215 

Sales Comparison

 

Adjustment for Differences

  (10.86)%-6.70% 
      

Between the Comparable Sales

  11.70%        

Between the Comparable Sales

  (2.08)%  
                        
      

Management Adjustments for

  10.00%-25.00%       

Management Adjustments for

  0.00% -25.00% 
      

Age of Appraisals and/or Current

  17.50%        

Age of Appraisals and/or Current

  12.50%  
     Market Conditions           

Market Conditions

     
                        

Commercial Real Estate

  3,676 

Income Approach

 

Capitalization Rate

  10.75%    1,166 

Income Approach

 

Capitalization Rate

  10.50%  
                        
      

Management Adjustments for

  0.00%-10.00%       

Management Adjustments for

  0.00% -10.00% 
      

Age of Appraisals and/or Current

  5.00%        

Age of Appraisals and/or Current

  5.00%  
      Market Conditions            

Market Conditions

     
                       

Farmland

  340 

Sales Comparison

 

Adjustment for Differences

  (71.00)%-88.70%   327 

Sales Comparison

 

Adjustment for Differences

  (71.00)% -(3.50)% 
      

Between the Comparable Sales

  8.85%        

Between the Comparable Sales

  (37.25)%  
                        
      

Management Adjustments for

  10.00%-80.00%       

Management Adjustments for

  10.00% -80.00% 
      

Age of Appraisals and/or Current

  45.00%        

Age of Appraisals and/or Current

  45.00%  
     Market Conditions           

Market Conditions

     
                        

Other Real Estate Owned

  1,642 

Sales Comparison

 

Adjustment for Differences

  (47.60)%-25.02%   1,123 

Sales Comparison

 

Adjustment for Differences

  (30.00)% -25.02% 
      

Between the Comparable Sales

  (11.29)%        

Between the Comparable Sales

  (2.49)%  
                        
      

Management Adjustments for

  9.82%-81.21%       

Management Adjustments for

  9.82% -99.39% 
      

Age of Appraisals and/or Current

  35.90%        

Age of Appraisals and/or Current

  38.12%  
     Market Conditions           

Market Conditions

     
                        
    

Income Approach

 

Discount Rate

  10.00%      

Income Approach

 

Discount Rate

  10.00%  

 


PART

Part I (Continued)

Item 1 (Continued)

 

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

 

 December 31, 

Valuation

 

Unobservable

 

Range

     

Valuation

 

Unobservable

 

Range

 
 

2017

 

Techniques

 

Inputs

 

Weighted Avg

  

December 31, 2018

 

Techniques

 

Inputs

 

Weighted Avg

 
                        

Real Estate

                        

Commercial Construction

 $427 

Sales Comparison

 

Adjustment for Differences

  (16.00)%-1,975.00%  $360 

Sales Comparison

 

Adjustment for Differences

  (6.00)%-1,975.00% 
      

Between the Comparable Sales

  979.50%        

Between the Comparable Sales

  984.20%  
                        
      

Management Adjustments for

  0.00%-10.00%       

Management Adjustments for

  0.00%-10.00% 
      

Age of Appraisals and/or Current

  5.00%        

Age of Appraisals and/or Current

  5.00%  
      

Market Conditions

           

Market Conditions

     
                        

Residential Real Estate

  82 

Sales Comparison

 

Adjustment for Differences

  (43.30)%-83.30%   213 

Sales Comparison

 

Adjustment for Differences

  (10.86)%-6.70% 
      

Between the Comparable Sales

  20.00%        

Between the Comparable Sales

  (2.08)%  
                        
      

Management Adjustments for

  0.00%-25.00%       

Management Adjustments for

  0.00%-25.00% 
      

Age of Appraisals and/or Current

  12.50%        

Age of Appraisals and/or Current

  12.50%  
      

Market Conditions

           

Market Conditions

     
                        

Commercial Real Estate

  4,017 

Income Approach

 

Management Adjustments for

  0.00%-10.00%   2,415 

Sales Comparison

 

Adjustment for Differences

  (60.00)%-80.00% 
      

Age of Appraisals and/or Current

  5.005        

Between the Comparable Sales

  10.00%  
      

Market Conditions

                 
                  

Management Adjustments for

  0.00%-35.00% 
      

Capitalization Rate

  10.75%        

Age of Appraisals and/or Current

  17.50%  
                  

Market Conditions

     
            
    

Income Approach

 

Capitalization Rate

  10.13%  
            

Farmland

  350 

Sales Comparison

 

Adjustment for Differences

  (71.00)%-88.70%   328 

Sales Comparison

 

Adjustment for Differences

  (71.00)%-(3.50)% 
      

Between the Comparable Sales

  (37.25)%  
            
      

Management Adjustments for

  10.00%-80.00% 
      

Age of Appraisals and/or Current

  45.00%  
      

Market Conditions

     
            

Commercial

  36 

Sales Contract

 

Adjustment for Estimated Costs

  0.00%-0.00% 
      

Between the Comparable Sales

  8.85%        

to Sell

  (0.00)%  
                        
      

Management Adjustments for

  10.00%-75.00%       

Management Adjustment for

  0.00%-15.00% 
      

Age of Appraisals and/or Current

  42.50%        

Age of Appraisals and/or Current

  15.00%  
      

Market Conditions

           

Market Conditions

     
                        

Other Real Estate Owned

  2,015 

Sales Comparison

 

Adjustment for Differences

  (22.74)%-15.00%   1,183 

Sales Comparison

 

Adjustment for Differences

  (30.00)%-25.02% 
      

Between the Comparable Sales

  (3.87)%        

Between the Comparable Sales

  (2.49)%  
                        
      

Management Adjustment for

  5.44%-87.24%       

Management Adjustment for

  9.82%-99.39% 
      

Age of Appraisals and/or Current

  24.44%        

Age of Appraisals and/or Current

  35.26%  
      

Market Conditions

           

Market Conditions

     
                        
    

Income Approach

 

Capitalization Rate

  10.00%      

Income Approach

 

Capitalization Rate

  10.00%  

 


PART

Part I (Continued)

Item 1 (Continued)

  

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

 

The table below presents a reconciliation and statement of income classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (level 3) for the sixthree months ended June 30, 2018March 31, 2019 and the twelve months ended December 31, 2017.

2018.

 

 

Available for Sale Securities

  

Available for Sale Securities

 
 

June 30, 2018

  

December 31, 2017

  

March 31, 2019

  

December 31, 2018

 
                

Balance, Beginning

 $7,298  $576  $4,277  $7,298 

Transfers out of Level 3

  -   -   -   (2,009)

Maturities

  -   (360)  -   - 

Loss on OTTI Impairment Included in Noninterest Income

  -   - 

Purchases

  -   7,070   -   - 

Paydowns

  (327)  -   (390)  (886)

Unrealized Gains included in Other Comprehensive Income (Loss)

  (146)  12 

Unrealized Gains included in Other

        

Comprehensive Income (Loss)

  10   (126)
                
                

Balance, Ending

 $6,825  $7,298  $3,897  $4,277 

 

The Company’s policy is to recognize transfers in and transfers out of levels 1, 2 and 3 as of the end of a reporting period. There were no transfers of securities between levels for the sixthree months ended June 30, 2018March 31, 2019 and the twelve months ended December 31, 2017.2018.

 

The following table presents quantitative information about recurring level 3 fair value measurements as of June 30, 2018.March 31, 2019.

 

       

Unobservable

 

Range

 

June 30, 2018

 

Fair Value

 

Valuation Techniques

 

Inputs

 

(Weighted Avg)

 
           

State, County and Municipal

 $215 

Discounted Cash Flow

 

Discount Rate

 N/A* 
       

or Yield

   
           

U. S. Government Agencies

  4,566 

Fundamental Analysis

 

Discount Rate

 N/A* 

Mortgage -Backed

      

or Yield

   
           

Corporate

  2,044 

Option Pricing

 

Discount Rate

 N/A* 
       

or Yield

   
       

Unobservable

 

Range

 

March 31, 2019

 

Fair Value

 

Valuation Techniques

 

Inputs

 

(Weighted Avg)

 
            

State, County and Municipal

 $215 

Discounted Cash Flow

 

Discount Rate or Yield

  N/A* 
            

U. S. Government Agencies Mortgage -Backed

  3,682 

Fundamental Analysis

 

Discount Rate or Yield

  N/A* 

 

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

 

 

(12) Regulatory Capital Matters

 

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

 

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

 


PART I (Continued)

Item 1 (Continued)

(12) Regulatory Capital Matters (Continued)

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets.  As of June 30, 2018,March 31, 2019, the interim final Basel III rules (Basel III)(“Basel III”) require the Company to also maintain minimum amounts and ratios of common equity Tier 1 capital to risk-weighted assets.  These amounts and ratios as defined in regulations are presented hereafter.  Management believes, as of June 30, 2018,March 31, 2019, the Company meets all capital adequacy requirements to which it is subject under the regulatory framework for prompt corrective action.  In the opinion of management, there are no events or conditions since prior notification of capital adequacy from the regulators that have changed the institution’s category. 


Part I (Continued)

Item 1 (Continued)

(12) Regulatory Capital Matters (Continued)

 

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

 

The following table summarizes regulatory capital information as of June 30, 2018March 31, 2019 and December 31, 20172018 on a consolidated basis and for the subsidiary, as defined.  Regulatory capital ratios for June 30, 2018March 31, 2019 and December 31, 20172018 were calculated in accordance with the Basel III rules.

 

                 

To Be Well

                  

To Be Well

 
                 

Capitalized Under

                  

Capitalized Under

 
         

For Capital

  

Prompt Corrective

          

For Capital

  

Prompt Corrective

 
 

Actual

  

Adequacy Purposes

  

Action Provisions

  

Actual

  

Adequacy Purposes

  

Action Provisions

 
 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

As of June 30, 2018

                        

As of March 31, 2019

                        
                                                

Total Capital to Risk-Weighted Assets

                                                

Consolidated

 $129,684   15.74% $65,913   8.00%  N/A   N/A  $135,451   16.09% $67,341   8.00%  N/A   N/A 

Colony Bank

  125,819   15.29   65,820   8.00  $82,275   10.00%  132,664   15.78   67,237   8.00  $84,047   10.00%
                                                

Tier I Capital to Risk-Weighted Assets

                                                

Consolidated

  122,525   14.81   49,434   6.00   N/A   N/A   128,862   15.31   50,505   6.00   N/A   N/A 

Colony Bank

  118,660   14.42   49,365   6.00   65,820   8.00   126,075   15.00   50,428   6.00   67,237   8.00 
                                                

Common Equity Tier I Capital to Risk-Weighted Assets

                                                

Consolidated

  99,025   12.02   37,076   4.50   N/A   N/A   105,362   12.52   37,879   4.50   N/A   N/A 

Colony Bank

  118,660   14.42   37,024   4.50   53,479   6.50   126,075   15.00   37,821   4.50   54,630   6.50 
                                                

Tier I Capital to Average Assets

                                                

Consolidated

  122,525   10.17   48,172   4.00   N/A   N/A   128,862   10.18   50,637   4.00   N/A   N/A 

Colony Bank

  118,660   9.87   48,096   4.00   60,120   5.00   126,075   9.97   50,557   4.00   63,196   5.00 

 


PART

Part I (Continued)

Item 1 (Continued)

  

(12) Regulatory Capital Matters (Continued)

 

                 

To Be Well

                  

To Be Well

 
                 

Capitalized Under

                  

Capitalized Under

 
         

For Capital

  

Prompt Corrective

          

For Capital

  

Prompt Corrective

 
 

Actual

  

Adequacy Purposes

  

Action Provisions

  

Actual

  

Adequacy Purposes

  

Action Provisions

 
 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

As of December 31, 2017

                        

As of December 31, 2018

                        
                                                

Total Capital to Risk-Weighted Assets

                                                

Consolidated

 $127,786   15.56% $65,718   8.00%  N/A   N/A  $133,900   15.86% $67,527   8.00%  N/A   N/A 

Colony Bank

  127,470   15.54   65,628   8.00  $82,036   10.00%  131,723   15.63   67,418   8.00  $84,272   10.00%
                                                

Tier I Capital to Risk-Weighted Assets

                                                

Consolidated

  120,279   14.64   49,289   6.00   N/A   N/A   126,623   15.00   50,645   6.00   N/A   N/A 

Colony Bank

  119,963   14.62   49,221   6.00   65,628   8.00   124,446   14.77   50,563   6.00   67,418   8.00 
                                                

Common Equity Tier I Capital to Risk-Weighted Assets

                                                

Consolidated

  96,779   11.78   36,967   4.50   N/A   N/A   103,123   12.22   37,984   4.50   N/A   N/A 

Colony Bank

  119,963   14.62   36,916   4.50   53,323   6.50   124,446   14.77   37,923   4.50   54,777   6.50 
                                                

Tier I Capital to Average Assets

                                                

Consolidated

  120,279   9.89   48,635   4.00   N/A   N/A   126,623   10.24   49,478   4.00   N/A   N/A 

Colony Bank

  119,963   9.88   48,566   4.00   60,708   5.00   124,446   10.08   49,396   4.00   61,745   5.00 

(13) Stock-Based Compensation

In August 2018, the Company granted an award of 5,650 restricted shares of the Company’s common stock to T. Heath Fountain, the Company’s Chief Executive Officer (“CEO”), with a market price of $17.73 per share. The restricted shares vest in equal installments on each of July 30, 2019, July 2020 and July 2021, subject to continued service by Mr. Fountain through each applicable vesting date, or earlier upon the occurrence of a change in control. With the restricted stock, there will be no cash consideration to the Company for the shares. The CEO will have the right to vote all shares subject to such grant and receive all dividends with respect to such shares, whether or not the shares have vested.

Compensation expense for restricted stock is based on the market price of the Company stock at the time of the grant and amortized on a straight-line basis over the vesting period. The balance of unearned compensation related to these restricted shares as of March 31, 2019 is $77,782 which is expected to be recognized over a weighted-average of 2.33 years. Total compensation expense recognized for the restricted shares granted for the three months ended March 31, 2019 was $8,334.

 


PART

Part I (Continued)

Item 1 (Continued)

  

 

(134) Earnings Per Share

 

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted earnings per share reflects the potential dilution of restricted stock and common stock warrants. Net income available to common stockholders represents net income after preferred stock dividends. The following table presents earnings per share for the three month and six month period ended June 30, 2018March 31, 2019 and 2017.2018.

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30

  

June 30

 
  

2018

  

2017

  

2018

  

2017

 
                 

Numerator

                

Net Income Available to Common Stockholders

 $3,069  $2,433  $6,257  $4,339 
                 

Denominator

                

Weighted Average Number of Common Shares Outstanding for Basic Earnings Per Common Share

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

Dilutive Effect of Potential Common Stock

                

Restricted Stock

  -   -   -   - 

Stock Warrants

  173   191   196   193 

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

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

Earnings Per Share - Basic

 $0.36  $0.29  $0.74  $0.51 
                 

Earnings Per Share - Diluted

 $0.36  $0.28  $0.72  $0.50 
  

Three Months Ended

 
  

March 31

 
  

2019

  

2018

 
         

Numerator

        

Net Income Available to Common Stockholders

 $2,835  $3,188 
         

Denominator

        

Weighted Average Number of Common Shares Outstanding for Basic Earnings Per Common Share

  8,440   8,439 
         

Dilutive Effect of Potential Common Stock

        

Restricted Stock

  -   - 

Stock Warrants

  -   218 

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

  8,440   8,657 
         

Earnings Per Share - Basic

 $0.34  $0.38 
         

Earnings Per Share - Diluted

 $0.34  $0.37 

 

 

(14(15) Accumulated Other Comprehensive Income (Loss)

 

Changes in accumulated other comprehensive income (loss) for unrealized gains and losses securities available for sale for the period ended June 30, 2018March 31, 2019 and the year ended December 31, 20172018 are as follows:

 

 

June 30, 2018

  

December 31, 2017

  March 31, 2019  December 31, 2018 
                

Beginning Balance

 $(6,491) $(5,022) $(8,190) $(6,492)
                

Other Comprehensive Income Before Reclassification

  (4,223)  (401)  3,163   (1,607)
                

Amounts Reclassified from Accumulated Other Comprehensive Income

  (92)  -   -   (91)

TCJ Act

  -   (1,068)
                

Net Current Period Other Comprehensive Income

  (4,315)  (1,469)  3,163   (1,698)
                

Ending Balance

 $(10,806) $(6,491) $(5,027) $(8,190)

  


PART

Part I (Continued)

Item 1 (Continued)

  

 

(15)(16) Subsequent Events

 

On July 27, 2018,April 18, 2019, the Bank entered intoBoard of Directors declared a definitive agreementcash dividend of $0.075 per share to purchase the Albany, Georgia branchshareholders of Planters First Bank.  The purchase includes the assumption of approximately $10 million in deposits at a premium of $560 thousand and $20 million in loans at a discount of $117 thousand.  In addition, the Company will purchase a vacant lot owned by Planters First Bank in Albany for $725 thousand,record on which it plans to build a new branch office.  The Company intends to retain the employees currently working in the Albany branch.  Subject to regulatory approval and customary closing conditions, the transaction is expected to close in the fourth quarter of 2018.April 30, 2019, payable on May 15, 2019.

 

On July 30, 2018,May 1, 2019, the Company announcedcompleted a borrowing arrangement with a correspondent bank for $10.0 million. The term note is secured by the appointmentBank’s stock, expires on May 1, 2024, and bears a fixed interest rate of T. Heath Fountain as President4.70 percent. The proceeds were used for the acquisition of LBC Bancshares, Inc. and Chief Executive Officer.  Mr. Fountain will succeed Edward P. Loomis, Jr. who is retiring fromits subsidiary, Calumet Bank.

On May 1, 2019, the Company effective September 18, 2018.  Mr. Loomis will remaincompleted a revolving credit arrangement with a correspondent bank with a maximum line amount of $10.0 million. This line of credit is secured by the Bank’s stock, expires on May 1, 2021, and bears a variable interest rate of Wall Street Journal Prime minus 0.40 percent. The Company advanced $5.3 million that was used toward the Company’s board through his current term endingacquisition of LBC Bancshares, Inc. and its subsidiary, Calumet Bank.

On May 1, 2019, the Company completed its acquisitions of 2019.LBC Bancshares, Inc. and PFB Mortgage as further described in Note (2) Business Acquisitions.

 


 
 

Part I (Continued)

Item 2 (Continued)

 

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

 

Future Outlook

 

DuringOur Company has started the recent financial crisis,current year focusing on increasing our deposits along with solid loan growth. We are exploring opportunities in new product lines and services, which could help to improve core non-interest income and in market expansion.

In May 2019, the financial industry experienced tremendous adversities asCompany will open its first full service banking office in Statesboro, Georgia. In October 2018, the Bank purchased a result of the collapse of the real estate markets across the country. The Company, like most banking companies, has been affected by these economic challenges that started with a rapid stallvacant lot of real estate sales and developments throughoutin Albany, Georgia from the country. While much has been accomplished in addressing problem assets the past several years, there is still workbranch acquisition transaction with Planters First Bank. The Bank intends to be done in bringing our problem assets to an acceptable level. A focus in 2018 will be directed toward further reduction of problem assets.

In 2018 we are committed to improving earnings and reducing problem assets. Given the improved condition of the company, we are also considering product and market expansion. In January 2017, the Company opened its third office in Savannah, Georgia. In February 2018, the Company purchasedbuild a property in Statesboro, Georgia for a new branch office in the future.

On April 16, 2019, the Bank announced the purchase of the mortgage division from Planters First Bank, PFB Mortgage. The transaction, which does not require regulatory approval, closed on May 1, 2019. PFB Mortgage consists of several originators in Albany, Georgia; Athens, Georgia; Macon, Georgia and Warner Robins, Georgia and are expected to remain with the Bank. In addition, the Bank established a new mortgage loan origination office in LaGrange, Georgia in March 2019.

On May 2018,1, 2019, the Company closedcompleted its acquisition of LBC Bancshares, Inc. and its subsidiary, Calumet Bank, which will be merged within the Company. The acquisition expanded the Company’s market presence, as Calumet Bank had two full-service banking locations, one brancheach in LaGrange, Georgia and Columbus, Georgia, as well as a loan production office in Albany, GeorgiaAtlanta, Georgia. The Company issued 1,054,029 common shares at a fair value of $18.7 million and paid $15.3 million in cash to improve operating efficiencies.the former shareholders of LBC as merger consideration. As of March 31, 2019, LBC Bancshares, Inc. and its subsidiary, Calumet Bank has total assets of $207.3 million, total loans of $131.9 million, and total deposits of $184.9 million.

 

In addition to improving earnings, reducing problem assets and maintaining strong capital levels, weWe have reinstated dividend payments beginning first quarter 2017 and throughout 2017have continued on a quarterly basis at $0.025basis. In 2018, we paid a quarterly dividend of $0.05 per common stock. For the first and second quarter of 2018,2019, we paid a dividend payment of $0.05$0.075 per common stock.

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

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

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

We continue to explore opportunities to improve core non-interest income. Revenue enhancement initiatives to accomplish this include new product lines and services.

In addition, we continue to make efforts to attract and retain top talent to improve business operations. To that end, the Company entered into Retention Agreements with members of management in the first quarter of 2015 and has extended those agreements during the first quarter of 2018. The Company expects that these agreements will facilitate the retention of key individuals responsible for maintaining current operations and spearheading future product and market expansion.

 

Major Trends/Significant Considerations

 

The following discussion sets forth management’s discussion and analysis of our consolidated financial condition as of June 30, 2018,March 31, 2019, and the consolidated results of operations for the sixthree months ended June 30, 2018.March 31, 2019. This discussion should be read in conjunction with the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2018.2019. Readers should also carefully review all other disclosures we file from time to time with the SEC.

 

Non-GAAP Financial Measures

 

Our accounting and reporting policies conform to generally accepted accounting principles (GAAP)(“GAAP”) in the United States and prevailing practices in the banking industry. However, certain non-GAAP measures are used by management to supplement the evaluation of our performance. These include the fully-taxable equivalent measures: tax-equivalent net interest income, tax-equivalent net interest margin, and tax-equivalent net interest spread, which include the effects of taxable-equivalent adjustments using a federal income tax rate of 21% in 2018 and 34% in 2017 to increase tax-exempt interest income to a tax-equivalent basis.  Tax-equivalent adjustments are reported in Notes 1 and 2 to the Average Balances with Average Yields and Rates table under Rate/Volume Analysis. Tangible book value per common share is also a non-GAAP measure used in the selected Financial Data Section.

 

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

 


Part I (Continued)

Item 2 (Continued)

 

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

 

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

 

Non-GAAP Performance Measures Reconciliation

Non-GAAP Performance Measures Reconciliation

         

Non-GAAP Performance Measures Reconciliation

 
                        
 

Three months ended June 30,

  

Six months ended June 30,

  

Three months ended March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 
                        

Interest Income Reconciliation

                        

Interest Income – Taxable Equivalent

 $12,127  $11,578  $23,953  $22,733  $13,065  $11,826 

Tax Equivalent Adjustment

  18   40   34   74   52   16 

Interest Income (GAAP)

 $12,109  $11,538  $23,919  $22,659  $13,013  $11,810 
                        

Net Interest Income Reconciliation

                        

Net Interest Income – Taxable Equivalent

 $10,183  $9,856  $20,328  $19,352  $10,409  $10,145 

Tax Equivalent Adjustment

  18   40   34   74   52   16 

Net Interest Income (GAAP)

 $10,165  $9,816  $20,294  $19,278  $10,357  $10,129 

 

 

Three Months Ended June 30,

  

Six Months Ended June 30,

  

Three Months Ended March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 
                        

Net Interest Margin Reconciliation

                        

Net Interest Margin – Taxable Equivalent

  3.57%  3.49%  3.56%  3.42%  3.46%  3.55%

Tax Equivalent Adjustment

  0.01   0.01   0.01   0.01   0.02   0.01 

Net Interest Margin (GAAP)

  3.56%  3.48%  3.55%  3.41%  3.44%  3.54%
                        

Interest Rate Spread Reconciliation

                        

Interest Rate Spread – Taxable Equivalent

  3.41%  3.41%  3.42%  3.31%  3.25%  3.43%

Tax Equivalent Adjustment

  0.01   0.02   0.01   0.02   0.02   0.01 

Interest Rate Spread (GAAP)

  3.40%  3.39%  3.41%  3.29%  3.23%  3.42%

 

The Company

 

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

 

Application of Critical Accounting Policies and Accounting Estimates

 

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

 

Overview

 

The following discussion and analysis presents the more significant factors affecting the Company’s financial condition as of June 30, 2018March 31, 2019 and December 31, 2017,2018, and results of operations for each of the three months and six months in the periods ended June 30, 2018March 31, 2019 and 2017.2018. This discussion and analysis should be read in conjunction with the Company’s consolidated financial statements, notes thereto and other financial information appearing elsewhere in this report.

 


Part I (Continued)

Item 2 (Continued)

 

Taxable-equivalent adjustments are the result of increasing income from tax-free loans and investments by an amount equal to the taxes that would be paid if the income were fully taxable based on a 21 percent in 2018 and 34 percent in 2017 federal tax rate, thus making tax-exempt yields comparable to taxable asset yields.

 

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

 

Results of Operations

 

The Company’s results of operations are determined by its ability to effectively manage interest income and expense, to minimize loan and investment losses, to generate noninterest income and to control noninterest expense. Since market forces and economic conditions beyond the control of the Company determine interest rates, the ability to generate net interest income is dependent upon the Company’s ability to obtain an adequate spread between the rate earned on interest-earning assets and the rate paid on interest-bearing liabilities. Thus, the key performance for net interest income is the interest margin or net yield, which is taxable-equivalent net interest income divided by average interest-earning assets. Net income available to common shareholders totaled $3.07$2.84 million, or $0.36$0.34 diluted per common share, in the three months ended June 30, 2018March 31, 2019 compared to net income available to common shareholders of $2.43$3.19 million, or $0.28$0.37 diluted per common share, in the three months ended June 30, 2017. Net income available to common shareholders totaled $6.26 million, or $0.72 diluted per common share, in six months ended June 30, 2018 compared to net income available to common shareholders of $4.34 million, or $0.50 diluted per common share, in six months ended June 30, 2017.March 31, 2018. The Company did not have any material changes in the secondfirst quarter of 2018.2019.

 

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

 

 

Three Months Ended June 30

  

Six Months Ended June 30

  

Three Months Ended March 31

 
         

$

  

%

          

$

  

%

          

$

  

%

 
 

2018

  

2017

  

Variance

  

Variance

  

2018

  

2017

  

Variance

  

Variance

  

2019

  

2018

  

Variance

  

Variance

 
                                                

Taxable-equivalent net interest income

 $10,183  $9,856  $327   3.32% $20,328  $19,352  $976   5.04% $10,409  $10,145  $264   2.60%

Taxable-equivalent adjustment

  18   40   (22)  (55.00)  34   74   (40)  (54.05)  52   16   36   225.00 
                                                

Net interest income

  10,165   9,816   349   3.56   20,294   19,278   1,016   5.27   10,357   10,129   228   2.25 

Provision for loan losses

  44   -   44   100.00   70   335   (265)  (79.10)  131   26   105   403.85 

Noninterest income

  2,324   2,394   (70)  (2.92)  4,758   4,794   (36)  (0.75)  2,334   2,434   (100)  (4.11)

Noninterest expense

  8,601   8,620   (19)  (0.22)  17,137   17,028   109   0.64   9,026   8,536   490   5.74 
                                                

Income before income taxes

  3,844   3,590   254   7.08   7,845   6,709   1,136   16.93   3,534   4,001   (467)  (11.67)

Income taxes

  775   1,157   (382)  (33.02)  1,588   2,159   (571)  (26.45)  699   813   (114)  (14.02)
                                                

Net income

  3,069   2,433   636   26.14   6,257   4,550   1,707   37.52  $2,835  $3,188  $(353)  (11.07)%
                                                

Preferred stock dividends

  -   -   -   -   -   211   (211)  (100.00)
                                

Net income available to common shareholders

 $3,069  $2,433  $636   26.14% $6,257  $4,339  $1,918   44.20%
                                                

Net income available to common shareholders:

                                                

Basic

 $0.36  $0.29  $0.07   24.14% $0.74  $0.51  $0.23   45.10% $0.34  $0.38  $(0.04)  (10.53)%

Diluted

 $0.36  $0.28  $0.08   28.57% $0.72  $0.50  $0.22   44.00% $0.34  $0.37  $(0.03)  (8.11)%

Return on average assets

  1.03%  0.81%  0.22%  27.16%  1.04%  0.72%  0.32%  44.44%  0.90%  1.06%  (0.16)%  (15.09)%

Return on average total equity

  13.82%  11.10%  2.72%  24.50%  14.00%  9.56%  4.44%  46.44%  11.76%  14.18%  (2.42)%  (17.07)%

 

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

 


Part I (Continued)

Item 2 (Continued)

 

Net Interest Income

 

Net interest income is the difference between interest income on earning assets, such as loans and securities, and interest expense on liabilities, such as deposits and borrowings, which are used to fund those assets. Net interest income is the Company’s largest source of revenue, representing 81.0181.42 percent of total revenue for sixthree months ended June 30, 2018March 31, 2019 and 80.0880.63 percent for the same period a year ago.

 

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

 

The Federal Reserve Board influences the general market rates of interest, including the deposit and loan rates offered by many financial institutions. The Company’s loan portfolio is significantly affected by changes in the prime interest rate. The prime interest rate, which is the rate offered on loans to borrowers with strong credit, is currently 5.005.50 percent. The rate increased 25 basis pointsremained unchanged in the first quarter of 2019 and in the second quarter of 2018 and threeincreased four times in 2017.2018. The federal funds rate moved similarly to the prime rate with interest rates currently at 2.002.40 percent. We expect twono additional rate increases in 2018.2019.

 

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

 


Part I (Continued)

Item 2 (Continued)

 

Rate/Volume Analysis

 

The rate/volume analysis presented hereafter illustrates the change from June 30, 2017March 31, 2018 to June 30, 2018 for the six months period endedMarch 31, 2019 for each component of the taxable equivalent net interest income separated into the amount generated through volume changes and the amount generated by changes in the yields/rates.

 

 

Changes from June 30, 2017 to June 30, 2018

  

Changes from March 31, 2018 to March 31, 2019

 

($ in thousands)

 

Volume

  

Rate

  

Total

  

Volume

  

Rate

  

Total

 
                        

Interest Income

                        

Loans, Net-taxable

 $187  $444  $631  $237  $541  $778 
                        

Investment Securities

                        

Taxable

  78   480   558   26   220   246 

Tax-exempt

  (3)  (10)  (13)  (2)  (2)  (4)

Total Investment Securities

  75   470   545   24   218   242 
                        

Interest-Bearing Deposits in other Banks

  (17)  47   30   141   66   207 
                        

Federal Funds Sold

  -   -   -   -   -   - 
                        

Other Interest - Earning Assets

  2   12   14   (1)  13   12 

Total Interest Income

  247   973   1,220   401   838   1,239 
                        

Interest Expense

                        

Interest-Bearing Demand and Savings Deposits

  32   248   280   25   301   326 

Time Deposits

  (126)  79   (47)  8   588   596 

Subordinated Debentures

  -   44   44   -   65   65 

Other Borrowed Money

  (15)  (16)  (31)  (17)  5   (12)

Federal Funds Purchased

  (2)  -   (2)  -   -   - 
                        

Total Interest Expense

  (111)  355   244   16   959   975 

Net Interest Income

 $358  $618  $976  $385  $(121) $264 

 

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

 

The Company maintains about 22.923.97 percent of its loan portfolio in adjustable rate loans that reprice with prime rate changes, while the bulk of its other loans mature within 3 years. The liabilities to fund assets are primarily in short term certificate of deposits that mature within one year. The net interest margin increaseddecreased to 3.563.46 percent for the sixthree months ended June 30, 2018March 31, 2019 compared to 3.423.55 percent for the same period a year ago. We anticipate the net interest margin remaining relatively flat for 2018.to be impacted from the competitive environment.

 

Taxable-equivalent net interest income for the sixthree months ended June 30, 2018March 31, 2019 increased by $976$264 thousand, or 5.042.60 percent compared to the same period a year ago. The average volume of earning assets during sixthree months ended June 30, 2018March 31, 2019 increased $11.57$60.16 million compared to the same period a year ago. Growth in average earning assets during 20182019 was primarily in investmentsloans and loans.interest-bearing deposits in other Banks.

 

The average volume of loans increased $7.36$18.52 million for the sixthree months ended June 30, 2018March 31, 2019 compared to the same period a year ago. The average yield on loans increased 1127 basis points for the sixthree months ended June 30, 2018March 31, 2019 compared to the same period a year ago. The average volume of investment securities increased $7.93$4.50 million for the sixthree months ended June 30, 2018March 31, 2019 compared to the same year ago period, while the average yield on investment securities increased 2624 basis points for the same period comparison. The average volume of deposits increased $4.46$48.69 million for the sixthree months ended June 30, 2018March 31, 2019 compared to the same period a year ago, with interest-bearing deposits decreasing $13.63increasing $30.88 million for the sixthree months ended June 30, 2018.March 31, 2019.

 


Part I (Continued)

Item 2 (Continued)

 

Accordingly, the ratio of average interest-bearing deposits to total average deposits was 83.5082.84 percent for the sixthree months ended June 30, 2018March 31, 2019 compared to 85.1983.74 percent in the same period a year ago. This deposit mix, combined with a general increase in market rates, had the effect of increasing the average cost of total deposits by 432 basis points in sixthree months ended June 30, 2018March 31, 2019 compared to the same period a year ago.

 

The Company’s net interest spread, which represents the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities, was 3.423.25 percent in sixthree months ended June 30, 2018March 31, 2019 compared to 3.313.43 percent in the same period a year ago. The net interest spread, as well as the net interest margin, will be impacted by future changes in short-term and long-term interest rate levels, as well as the impact from the competitive environment.

 


Part I (Continued)

Item 2 (Continued)

 

AVERAGE BALANCE SHEETS

 

Six Months Ended

  

Six Months Ended

  

Three Months Ended

  

Three Months Ended

 
 

June 30, 2018

  

June 30, 2017

  

March 31, 2019

  

March 31, 2018

 
 

Average

  

Income/

  

Yields/

  

Average

  

Income/

  

Yields/

  

Average

  

Income/

  

Yields/

  

Average

  

Income/

  

Yields/

 

($ in thousands)

 

Balances

  

Expense

  

Rates

  

Balances

  

Expense

  

Rates

  

Balances

  

Expense

  

Rates

  

Balances

  

Expense

  

Rates

 

Assets

                                                

Interest-Earning Assets

                                                

Loans, Net of Unearned Interest and fees

                                                

Taxable (1)

 $764,551  $19,820   5.18% $757,190  $19,189   5.07% $779,930  $10,518   5.39% $761,412  $9,740   5.12%

Investment Securities

                                                

Taxable

  352,124   3,874   2.20%  344,011   3,316   1.93%  361,847   2,197   2.43%  357,115   1,951   2.19%

Tax-Exempt (2)

  2,103   30   2.85%  2,285   43   3.76%  1,977   15   3.03%  2,206   19   3.45%

Total Investment Securities

  354,227   3,904   2.20%  346,296   3,359   1.94%  363,824   2,212   2.43%  359,321   1,970   2.19%

Interest-Bearing Deposits

  21,080   144   1.37%  24,884   114   0.92%  57,065   282   1.98%  19,817   75   1.51%

Federal Funds Sold

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

Interest-Bearing Other Assets

  3,125   85   5.44%  3,042   71   4.67%  2,951   53   7.18%  3,057   41   5.36%

Total Interest-Earning Assets

 $1,142,983  $23,953   4.19% $1,131,412  $22,733   4.02% $1,203,770  $13,065   4.34% $1,143,607  $11,826   4.14%

Non-interest-Earning Assets

                                                

Cash and Cash Equivalents

  14,787           19,935           11,733           18,926         

Allowance for Loan Losses

  (7,461)          (8,985)          (7,189)          (7,528)        

Other Assets

  48,760           55,111           50,335           49,995         

Total Noninterest-Earning Assets

  56,086           66,061           54,879           61,393         

Total Assets

 $1,199,069          $1,197,473          $1,258,649          $1,205,000         

Liabilities and Stockholders' Equity

                                                

Interest-Bearing Liabilities

                                                

Interest-Bearing Deposits

                                                

Interest-Bearing Demand and Savings

 $535,112  $1,211   0.45% $517,250  $931   0.36% $564,306  $838   0.59% $537,561  $512   0.38%

Other Time

  328,703   1,390   0.85%  360,200   1,437   0.80%  339,523   1,284   1.51%  335,387   688   0.82%

Total Interest-Bearing Deposits

  863,815   2,601   0.60%  877,450   2,368   0.54%  903,829   2,122   0.94%  872,948   1,200   0.55%

Other Interest-Bearing Liabilities

                                                

Other Borrowed Money

  47,708   568   2.38%  48,934   599   2.45%  43,333   260   2.40%  46,306   272   2.35%

Subordinated Debentures

  24,229   455   3.76%  24,579   411   3.39%  24,229   274   4.52%  24,229   209   3.45%

Federal Funds Purchased

  60   1   3.33%  350   3   1.71%

Total Other Interest-Bearing Liabilities

  71,997   1,024   2.84%  73,513   1,010   2.76%  67,562   534   3.16%  70,535   481   2.73%

Total Interest-Bearing Liabilities

 $935,812  $3,625   0.77% $950,963  $3,381   0.71% $971,391  $2,656   1.09% $943,483  $1,681   0.71%

Noninterest-Bearing Liabilities and Stockholders' Equity

                                                

Demand Deposits

  170,685           152,593           187,289           169,477         

Other Liabilities

  3,165           3,098           3,573           2,071         

Stockholders' Equity

  89,407           90,819           96,396           89,969         

Total Noninterest-Bearing Liabilities and Stockholders' Equity

  263,257           246,510           287,258           261,517         

Total Liabilities and Stockholders' Equity

 $1,199,069          $1,197,473          $1,258,649          $1,205,000         
                                                

Interest Rate Spread

          3.42%          3.31%          3.25%          3.43%

Net Interest Income

     $20,328          $19,352          $10,409          $10,145     

Net Interest Margin

          3.56%          3.42%          3.46%          3.55%

 

(1)

The average balance of loans includes the average balance of nonaccrual loans. Income on such loans is recognized and recorded on the cash basis. Taxable equivalent adjustments totaling $27$48 and $59$12 for sixthree month periods ended June 30,March 31, 2019 and 2018, and 2017, respectively, are included in tax-exempt interest on loans.

 

(2)

Taxable-equivalent adjustments totaling $7$4 and $15$4 for sixthree month periods ended June 30,March 31, 2019 and 2018, and 2017, respectively, are included in tax-exempt interest on investment securities. The adjustments are based on a federal tax rate of 21 percent in 2018 and 34 percent in 2017 with appropriate reductions for the effect of disallowed interest expense incurred in carrying tax-exempt obligations.

 


Part I (Continued)

Item 2 (Continued)

 

Provision for Loan Losses

 

The provision for loan losses is determined by management as the amount to be added to the allowance for loan losses after net charge-offs have been deducted to bring the allowance to a level which, in management’s best estimate, is necessary to absorb probable losses within the existing loan portfolio. The provision for loan losses totaled $70$131 thousand in the sixthree months ended June 30, 2018March 31, 2019 compared to $335$26 thousand in the same period a year ago. See the section captioned “Allowance for Loan Losses” elsewhere in this discussion for further analysis of the provision for loan losses.

 

Noninterest Income

 

The components of noninterest income were as follows:

 

 

Three Months Ended June 30

  

Six Months Ended June 30

  

Three Months Ended March 31

 
         

$

  

%

          

$

  

%

          

$

  

%

 
 

2018

  

2017

  

Variance

  

Variance

  

2018

  

2017

  

Variance

  

Variance

  

2019

  

2018

  

Variance

  

Variance

 
                                                

Service Charges on Deposit Accounts

 $1,031  $1,091  $(60)  (5.50)% $2,132  $2,146  $(14)  (0.65)% $964  $1,101  $(137)  (12.44)%

Other Charges, Commissions and Fees

  822   772   50   6.48%  1,611   1,559   52   3.34%  900   789   111   14.07%

Mortgage Fee Income

  182   202   (20)  (9.90)%  331   388   (57)  (14.69)%  143   149   (6)  (4.03)%

Securities Gains (Losses)

  116   -   116   100.00%  116   -   116   100.00%

Other

  173   329   (156)  (47.42)%  568   701   (133)  (18.97)%  327   395   (68)  (17.22)%
                                                

Total

 $2,324  $2,394  $(70)  (2.92)% $4,758  $4,794  $(36)  (0.75)% $2,334  $2,434  $(100)  (4.11)%

 

Service Charges on Deposit Accounts. The decrease is primarily attributed to overdraft fees which decreased $127 thousand in 2019 compared to the same period in 2018.

Other Charges, Commissions and Fees. Debit card interchange fees and foreign fees increased $63$121 thousand in 20182019 compared to the same period in 2017.2018.

 

Mortgage Fee Income. The volume of mortgage loans has shown a slight decrease in 20182019 compared to the same period in 20172018 which contributed to the decrease in mortgage fee income.

Other. The decrease in 2018 compared to prior year is primarily attributable to rental income for other real estate owned which decreased by $64 thousand from $100 thousand in 2017 compared to $36 thousand in 2018. Income for deferred compensation decreased by $44 thousand.

 

Noninterest Expense

 

The components of noninterest expense were as follows:

 

 

Three Months Ended June 30

  

Six Months Ended June 30

  

Three Months Ended March 31

 
         

$

  

%

          

$

  

%

          

$

  

%

 
 

2018

  

2017

  

Variance

  

Variance

  

2018

  

2017

  

Variance

  

Variance

  

2019

  

2018

  

Variance

  

Variance

 
                                                

Salaries and Employee Benefits

 $5,002  $4,880  $122   2.50% $9,922  $9,665  $257   2.66% $5,371  $4,920  $451   9.17%

Occupancy and Equipment

  979   991   (12)  (1.21)%  2,025   1,951   74   3.79%  1,025   1,046   (21)  (2.01)%

Other

  2,620   2,749   (129)  (4.69)%  5,190   5,412   (222)  (4.10)%  2,630   2,570   60   2.33%
                                                

Total

 $8,601  $8,620  $(19)  (0.22)% $17,137  $17,028  $109   (0.64)% $9,026  $8,536  $490   5.74%

 

Salaries and Employee Benefits. The increase in 20182019 is primarily attributable to merit pay increases and increase in headcount.

 

Occupancy and Equipment. Other. The decreaseincrease in the three months ended June 30, 2018first quarter of 2019 as compared to comparable periods is primarily attributable to software and data processing costs which increased by $100 thousand from $277 thousand in 2018 compared to $377 thousand in 2019. ATM expense increased by $45 thousand in 2019 compared to comparable periods. FDIC assessments decreased by $89 thousand in 2019 compared to comparable periods due to the Bank receiving a decreasepreliminary notification of a Small Bank Assessments Credit from the FDIC that will be applied to the Bank’s 2019 FDIC assessments. Telephone expense decreased by $63 thousand in depreciation expense in 2018.2019 compared to comparable periods.


Part I (Continued)

Item 2 (Continued)

Other. The decrease in the second quarter of 2018 as compared to comparable periods is primarily attributable to foreclosed property costs which decreased by $108 thousand from $256 thousand in 2017 compared to $148 thousand in 2018. FDIC assessments decreased by $18 thousand in 2018, software expense decreased by $152 thousand in 2018 and advertising decreased by $23 thousand in 2018. The decrease was offset by $46 thousand increase in ATM expense, $7 thousand increase in telephone expense and $214 thousand in data processing expense.

 

Investment Portfolio

 

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

 

  

June 30,

  

December 31,

 
  

2018

  

2017

 
         

State, County & Municipal

 $3,989  $4,493 

US Government Agencies

        

Mortgage-Backed

  324,996   346,723 

Corporate

  2,953   2,060 

Asset-Backed

  -   971 
         

Total Investment Securities

 $331,938  $354,247 
  

March 31,

  

December 31,

 
  

2019

  

2018

 
         

State, County & Municipal

 $3,895  $3,989 

Mortgage-Backed Securities

  351,138   346,205 

Corporate Bonds

  2,856   2,872 

Total Investment Securities and Mortgage-Backed Securities

 $357,889  $353,066 

 

The following table represents expected maturities and weighted-average yields of investment securities held by the Company as of June 30, 2018.March 31, 2019. (Mortgage-backed securities are based on the average life at the projected speed, while State and Political Subdivisions reflect anticipated calls being exercised.)

 

          

After 1 Year But

  

After 5 Years But

         
  

Within 1 Year

  

Within 5 Years

  

Within 10 Years

  

After 10 Years

 
  

Amount

  

Yield

  

Amount

  

Yield

  

Amount

  

Yield

  

Amount

  

Yield

 
                                 

US Government Agencies

                                

Mortgage-Backed

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

State, County & Municipal

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

Corporate

  -   -   2,953   3.74   -   -   -   - 
                                 

Total Investment Portfolio

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

After 1 Year But

  

After 5 Years But

         
  

Within 1 Year

  

Within 5 Years

  

Within 10 Years

  

After 10 Years

 
  

Amount

  

Yield

  

Amount

  

Yield

  

Amount

  

Yield

  

Amount

  

Yield

 

Mortgage-Backed Securities

 $25,597   2.89% $168,401   2.17% $131,246   2.63% $25,894   3.29%

State, County & Municipal

  1,001   2.64   2,630   2.43   -   -   264   4.03 

Corporate Bonds

  -   -   2,856   3.76   -   -   -   - 
                                 

Total Investment Portfolio

 $26,598   2.88% $173,887   2.20% $131,246   2.63% $26,158   3.30%

 

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

 

At June 30, 2018,March 31, 2019, there were no holdings of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10 percent of the Company’s stockholders’ equity.

 

The average yield of the securities portfolio was 2.202.43 percent for the sixthree months ended June 30, 2018March 31, 2019 compared to 1.942.19 percent for the same period in 2017.2018. The increase in the average yield from 20172018 to 20182019 was primarily attributed to the purchase of new securities which have a higher yield.

 


Part I (Continued)

Item 2 (Continued)

 

Loans

 

The following table presents the composition of the Company’s loan portfolio as of June 30, 2018March 31, 2019 and December 31, 2017:2018:

 

 

June 30, 2018

  

December 31, 2017

  

$ Variance

  

% Variance

  

March 31, 2019

  

December 31, 2018

  

$ Variance

  

% Variance

 
                                

Commercial and Agricultural

                                

Commercial

 $45,029  $48,122  $(3,093)  (6.43)% $51,368  $57,410  $(6,042)  (10.52)%

Agricultural

  20,037   16,443   3,594   21.86   15,290   16,799   (1,509)  (8.98)

Real Estate

                                

Commercial Construction

  48,909   45,214   3,695   8.17   44,305   47,849   (3,544)  (7.41)

Residential Construction

  11,541   8,583   2,958   34.46   14,947   12,500   2,447   19.58 

Commercial

  352,063   351,172   891   0.25   373,263   373,534   (271)  (0.07)

Residential

  187,591   194,049   (6,458)  (3.33)  181,004   187,714   (6,710)  (3.57)

Farmland

  67,867   67,768   99   0.15   64,056   62,709   1,347   2.15 

Consumer and Other

                                

Consumer

  18,746   18,956   (210)  (1.11)  17,907   18,485   (578)  (3.13)

Other

  15,013   14,977   36   0.24   17,851   5,027   12,824   255.10 

Gross Loans

  766,796   765,284   1,512   0.20   779,991   782,027   (2,036)  (0.26)

Unearned Interest and Fees

  (541)  (495)  (46)  9.29   (513)  (501)  (12)  2.40 

Allowance for Loan Losses

  (7,159)  (7,508)  349   (4.65)  (6,589)  (7,277)  688   (9.45)

Net Loans

 $759,096  $757,281  $1,815   0.24% $772,889  $774,249  $(1,360)  (0.18)%

 

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

 

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

 

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

 

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

 

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

 


Part I (Continued)

Item 2 (Continued)

 

Commercial and Agricultural. Commercial and agricultural loans at June 30, 2018 increased 0.78March 31, 2019 decreased 10.18 percent to $65.1$66.66 million from December 31, 20172018 at $64.6$74.21 million. The Company’s commercial and agricultural loans are a diverse group of loans to small, medium and large businesses. The purpose of these loans varies from supporting seasonal working capital needs to term financing of equipment. While some short-term loans may be made on an unsecured basis, most are secured by the assets being financed with collateral margins that are consistent with the Company’s loan policy guidelines.

 

Real Estate.  Commercial and residential construction loans increaseddecreased by $6.65$1.10 million, or 12.371.82 percent, at June 30, 2018March 31, 2019 to $60.45$59.25 million from $53.80$60.35 million at December 31, 2017.2018.  This increasedecrease is partially due to new commercial construction loans being financed during the year that have notnow been completed by the end of the quarter. Commercial real estate increased $891decreased $271 thousand, or 0.250.07 percent, at June 30, 2018March 31, 2019 to $352.06$373.26 million from $351.17$373.53 million at December 31, 2017.2018.

 

Other.  Other loans at June 30, 2018March 31, 2019 increased 0.24255.10 percent to $15.01$17.85 million from $14.98$5.03 million at December 31, 2017.2018. Other loans consist primarily of loans to local governmental authorities. The increase is attributed to the Company financing approximately $11.50 million to one local governmental authority.

 

Collateral Concentrations. Concentrations of credit risk can exist in relation to individual borrowers or groups of borrowers, certain types of collateral, certain types of industries, or certain geographic regions. The Company has a concentration in real estate loans as well as a geographic concentration that could pose an adverse credit risk, particularly with the current economic downturn in the real estate market.risk. At June 30, 2018,March 31, 2019, approximately 87 percent of the Company’s loan portfolio was concentrated in loans secured by real estate. A substantial portion of borrowers’ ability to honor their contractual obligations is dependent upon the viability of the real estate economic sector. In addition, a large portion of the Company’s foreclosed assets are also located in these same geographic markets, making the recovery of the carrying amount of foreclosed assets susceptible to changes in market conditions. Management continues to monitor these concentrations and has considered these concentrations in its allowance for loan loss analysis.    In the recent year, we have seen real estate values stabilizing in our markets. The stabilization of rates has resulted in a decrease in the number of loans being classified as impaired over the past several years.

 

Maturities and Sensitivities of Loans to Changes in Interest Rates. The following table presents the maturity distribution of the Company’s loans at June 30, 2018.March 31, 2019. The table also presents the portion of loans that have fixed interest rates or variable interest rates that fluctuate over the life of the loans in accordance with changes in an interest rate index such as the prime rate.

 

     

After One,

  

After Three,

              

After One,

  

After Three,

         
 

Due in One

  

but Within

  

but Within

  

After Five

      

Due in One

  

but Within

  

but Within

  

After Five

     
 

Year or Less

  

Three Years

  

Five Years

  

Years

  

Total

  

Year or Less

  

Three Years

  

Five Years

  

Years

  

Total

 
                                        

Loans with fixed interest rates

 $209,722  $224,156  $122,077  $34,967  $590,922  $179,011  $255,142  $120,804  $38,104  $593,061 

Loans with floating interest rates

  82,136   43,282   48,490   1,966   175,874   90,643   52,707   32,156   11,424   186,930 
                                        

Total

 $291,858  $267,438  $170,567  $36,933  $766,796  $269,654  $307,849  $152,960  $49,528  $779,991 

 

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

 


Part I (Continued)

Item 2 (Continued)

 

Nonperforming Assets and Potential Problem Loans

 

Nonperforming assets and accruing past due loans as of June 30, 2018,March 31, 2019, December 31, 20172018 and June 30, 2017March 31, 2018 were as follows:

 

 

June 30, 2018

  

December 31, 2017

  

June 30, 2017

  

March 31, 2019

  

December 31, 2018

  

March 31, 2018

 
                        

Loans Accounted for on Nonaccrual

 $5,632  $7,503  $8,176  $7,541  $9,482  $6,452 

Loans Accruing Past Due 90 Days or More

  -   -   -   -   -   - 

Other Real Estate Foreclosed

  3,595   4,256   4,525   1,635   1,841   3,892 

Total Nonperforming Assets

 $9,227  $11,759  $12,701  $9,176  $11,323  $10,344 
                        

Nonperforming Assets by Segment

                        

Construction and Land Development

 $2,043  $2,630  $2,900  $460  $883  $2,281 

1-4 Family Residential

  2,691   3,309   3,436   2,928   3,299   2,815 

Nonfarm Residential

  2,657   3,796   4,582   2,596   3,821   3,182 

Farmland

  978   839   678   2,015   2,053   871 

Commercial and Consumer

  858   1,185   1,105   1,177   1,267   1,195 

Total Nonperforming Assets

 $9,227  $11,759  $12,701  $9,176  $11,323  $10,344 
                        

Nonperforming Assets as a Percentage of:

                        

Total Loans and Foreclosed Assets

  1.20%  1.53%  1.63%  1.17%  1.44%  1.34%

Total Assets

  0.77%  0.95%  1.06%  0.72%  0.90%  0.85%

Nonperforming Loans as a Percentage of:

                        

Total Loans

  0.73%  0.98%  1.05%  0.97%  1.21%  0.84%
                        

Supplemental Data:

                        

Trouble Debt Restructured Loans In Compliance with Modified Terms

 $16,157  $18,363  $16,890  $14,010  $14,128  $16,277 

Trouble Debt Restructured Loans Past Due 30-89 Days

  -   131   -   864   864   - 

Accruing Past Due Loans:

                        

30-89 Days Past Due

 $4,670  $4,558  $6,218  $3,996  $8,234  $4,855 

90 or More Days Past Due

  -   -   -   -   -   - 

Total Accruing Past Due Loans

 $4,670  $4,558  $6,218  $3,996  $8,234  $4,855 
                        

Allowance for Loan Losses

 $7,159  $7,508  $8,043  $6,589  $7,277  $7,467 

ALLL as a Percentage of:

                        

Total Loans

  0.93%  0.98%  1.04%  0.84%  0.93%  0.97%

Nonperforming Loans

  127.11%  100.06%  98.37%  87.38%  76.74%  115.73%

 

Nonperforming assets include nonaccrual loans, loans past due 90 days or more and foreclosed real estate. Nonperforming assets at June 30, 2018March 31, 2019 decreased 21.5318.96 percent from December 31, 2017.2018.

 

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

 

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

 


Part I (Continued)

Item 2 (Continued)

 

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

 

Allowance for Loan Losses

 

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

 

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

 

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

 

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

 

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

 


Part I (Continued)

Item 2 (Continued)

 

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

 

 

June 30,

  

December 31,

  

March 31,

  

December 31,

 
 

2018

  

2017

  

2019

  

2018

 
 

Reserve

  

%

* 

Reserve

  

%

* 

Reserve

  

%*

  

Reserve

  

%*

 
                                

Commercial and Agricultural

                                

Commercial

 $444   6% $447   6% $241   7% $370   7%

Agricultural

  262   3%  186   2%  225   2%  248   2%
                                

Real Estate

                                

Commercial Construction

  82   6%  1,216   6%  15   6%  115   6%

Residential Construction

  -   2%  -   1%  5   2%  16   2%

Commercial

  4,406   46%  3,874   46%  4,374   48%  4,549   48%

Residential

  1,066   24%  968   25%  949   23%  1,181   24%

Farmland

  868   9%  780   9%  688   8%  702   8%
                                

Consumer and Other

                                

Consumer

  30   2%  34   3%  69   2%  86   2%

Other

  1   2%  3   2%  23   2%  10   1%
 $7,159   100% $7,508   100% $6,589   100% $7,277   100%

 

*

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

 


Part I (Continued)

Item 2 (Continued)

 

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

 

 

Six Months Ended June 30,

  

Three Months Ended March 31,

 
 

2018

  

2017

  

2019

  

2018

 
                
                

Allowance for Loan Losses at Beginning of Year

 $7,508  $8,923  $7,277  $7,508 
                

Charge-Offs

                

Commercial

  116   124   97   4 

Agricultural

  123   4   -   17 

Commercial Construction

  -   49   29   - 

Residential Construction

  -   -   -   - 

Commercial

  258   966   56   - 

Residential

  89   605   629   61 

Farmland

  -   -   63   - 

Consumer

  135   117   70   59 

Other

  -   -   -   - 
                
 $721  $1,865  $944  $141 
                

Recoveries

                

Commercial

  85   100   6   8 

Agricultural

  7   2   -   1 

Commercial Construction

  38   162   17   20 

Residential Construction

  -   -   -   - 

Commercial

  37   302   33   4 

Residential

  75   33   49   12 

Farmland

  9   -   1   1 

Consumer

  49   51   17   28 

Other

  2   -   2   - 
                
  302   650   125   74 
                

Net Charge-Offs

  419   1,215   819   67 
                

Provision for Loans Losses

  70   335   131   26 
                

Allowance for Loan Losses at End of Year

 $7,159  $8,043  $6,589  $7,467 
                

Ratio of Annualized Net Charge-Offs to Average Loans

  0.11%  0.32%  0.42%  0.04%

 


Part I (Continued)

Item 2 (Continued)

 

Deposits

 

The following table presents the average amount outstanding and the average rate paid on deposits by the Company for the three month periods ended June 30, 2018March 31, 2019 and June 30, 2017.March 31, 2018.

 

  

June 30, 2018

  

June 30, 2017

 
  

Average

  

Average

  

Average

  

Average

 
  

Amount

  

Rate (1)

  

Amount

  

Rate (1)

 
                 

Noninterest-Bearing Demand

                

Deposits

 $170,685      $152,593     

Interest-Bearing Demand and

                

Savings Deposits

  535,112   0.45%  517,250   0.36%

Time Deposits

  328,703   0.85%  360,200   0.80%
                 

Total Deposits

 $1,034,500   0.50% $1,030,043   0.46%
  

March 31, 2019

  

March 31, 2018

 
  

Average

  

Average

  

Average

  

Average

 
  

Amount

  

Rate (1)

  

Amount

  

Rate (1)

 
                 

Noninterest-Bearing Demand Deposits

 $187,289      $169,477     

Interest-Bearing Demand and Savings Deposits

  564,306   0.59%  537,561   0.38%

Time Deposits

  339,523   1.51%  335,387   0.82%
                 

Total Deposits

 $1,091,118   0.78% $1,042,425   0.46%

 

(1) Average rate is an annualized rate.

 

Average deposits increased $4.46$48.69 million to $1.03$1.09 billion at June 30, 2018March 31, 2019 from $1.03$1.04 billion at June 30, 2017.March 31, 2018. The increase included an increase of $18.09$17.81 million, or 11.8610.51 percent in noninterest-bearing demand deposits while, at the same time, interest-bearing demand and savings deposits increased $17.86$26.75 million, or 3.454.98 percent and time deposits decreased $31.49increased $4.14 million, or 8.741.23 percent. Accordingly the ratio of average noninterest-bearing deposits to total average deposits was 16.5017.16 percent for sixthree months ended June 30, 2018March 31, 2019 compared to 14.8116.26 percent for sixthree months ended June 30, 2017.March 31, 2018. The general increase in market rates, had the effect of increasing the average cost of total deposits by 4increased 32 basis points in sixwhen comparing the three months ended June 30, 2018March 31, 2019 compared to the same period a year ago.

 


Part I (Continued)

Item 2 (Continued)

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

 

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

  

Payments Due by Period

 
  

Total

  

Less Than

1 Year

  

1 – 3 Years

  

3 – 5 Years

  

More Than 5 Years

 

Contractual Obligations:

                    

Subordinated Debentures

 $24,229  $-  $-  $-  $24,229 

Federal Home Loan Bank Advances

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

Other Borrowings

  8   8   -   -   - 

Operating Leases

  186   43   42   101   - 

Deposits with Stated Maturity Dates

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

Other Commitments:

                    

Loan Commitments (1)

  107,248   107,248   -   -   - 

Standby Letters of Credit (1)

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

Total Contractual Obligations and Other Commitments

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

(1) Additional information is included in Footnote 10 of the notes to consolidated financial statements.Off-Balance-Sheet Arrangements, Commitments, Guarantees

 

In the ordinary course of business, the Company has enteredenters into off-balance sheet financial instruments which are not reflected in the consolidated financial statements. These instruments include commitments to extend credit, standby letters of credit, performance letters of credit, guarantees and liability for assets held in trust.

Such financial instruments are recorded in the financial statements when funds are disbursed or the instruments become payable. payable and the contract or notional amounts of these instruments reflect the extent of involvement and exposure to credit loss that we have in these particular classes of financial instruments.

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

As of March 31, 2019 and December 31, 2018, financial instruments with off-balance sheet risk were as follows:

  

Contract Amount

 
  

March 31, 2019

  

December 31, 2018

 
         

Loan Commitments

 $120,676  $98,736 

Letters of Credit

  1,521   1,525 

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

LoanCommitments. The Company enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the Company’s commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. The Company minimizes its exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for loan losses. Loan commitments outstanding at June 30, 2018 are included in the preceding table.

 

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


Part I (Continued)

Item 2 (Continued)

Capital and Liquidity

 

At June 30, 2018,March 31, 2019, stockholders’ equity totaled $88.25$101.07 million compared to $90.32$95.69 million at December 31, 2017.2018. In addition to net income of $6.26$2.84 million, other significant changes in stockholders’ equity during sixthree months ended June 30, 2018March 31, 2019 included $844$633 thousand of dividends declared on common stock and $3.17 million repurchase of warrants.stock. The accumulated other comprehensive income (loss) component of stockholders’ equity totaled $(10.81)$(5.03) million at June 30, 2018March 31, 2019 compared to $(6.49)$(8.19) million at December 31, 2017.2018. This fluctuation was mostly related to the after-tax effect of changes in the fair value of securities available for sale.

 

Regulatory agencies for banks and bank holding companies utilize capital guidelines designed to measure Tier 1 and total capital and take into consideration the risk inherent in both on-balance sheet and off-balance sheet items.

 

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

 

Using the capital requirements presently in effect, the Tier 1 ratio as of June 30, 2018March 31, 2019 was 14.8115.31 percent and total Tier 1 and 2 risk-based capital was 15.7416.09 percent. Both of these measures compare favorably with the regulatory minimum to be adequately capitalized of 6 percent for Tier 1 and 8 percent for total risk-based capital. The Company’s common equity Tier 1 ratio as of June 30, 2018March 31, 2019 was 12.02,12.52, which exceeds the regulatory minimum of 4.50 percent. The Company’s Tier 1 leverage ratio as of June 30, 2018March 31, 2019 was 10.1710.18 percent, which exceeds the required ratio standard of 4 percent.

 


Part I (Continued)

Item 2 (Continued)

As of June 30, 2018,March 31, 2019, average capital was $89.41$96.40 million, representing 7.467.66 percent of average assets for the year. This compares to 7.587.47 percent for June 2017.March 2018.

 

After suspending common stock dividend payments beginning in the third quarter of 2009 for capital retention purposes, theThe Company reinstated common stock dividends in the first quarter of 2017. The Company paid $0.025$0.05 per share of common stock in each of the quarters of 2017.2018. The Company paid $0.05$0.075 per share of common stock in the first and second quarter of 2018.

The Company declared dividends of $211 thousand preferred stock on March 31, 2017. The Company redeemed the remaining $9.36 million of preferred stock in the first quarter of 2017. The Company repurchased the Warrants in the second quarter of 2018 for $3.17 million. Additional information is provided in the Notes to the Consolidated Financial Statements for Preferred Stock and Warrants.2019.

 

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

 

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

 

The investment portfolio provides a ready means to raise cash if liquidity needs arise. As of June 30,March 31, 2019, the available for sale bond portfolio totaled $357.89 million. At December 31, 2018, the available for sale bond portfolio totaled $331.9 million. At December 31, 2017, the available for sale bond portfolio totaled $354.2$353.07 million. Only marketable investment grade bonds are purchased. Although a good portion of the banks’ bond portfolios are encumbered as pledges to secure various public funds deposits, repurchase agreements, and for other purposes, management can restructure and free up investment securities for a sale if required to meet liquidity needs.

 

Management continually monitors the relationship of loans to deposits as it primarily determines the Company’s liquidity posture. The Company had ratios of loans to deposits of 74.070.16 percent as of June 30, 2018March 31, 2019 and 71.672.07 percent at December 31, 2017.2018. Management employs alternative funding sources when deposit balances will not meet loan demands. The ratios of loans to all funding sources (excluding Subordinated Debentures) at June 30, 2018March 31, 2019 and December 31, 20172018 were 70.467.79 percent and 68.669.26 percent, respectively.


Part I (Continued)

Item 2 (Continued)

 

Management continues to emphasize programs to generate local core deposits as our Company’s primary funding sources. The stability of the banks’ core deposit base is an important factor in Colony’s liquidity position. A heavy percentage of the deposit base is comprised of accounts of individuals and small businesses with comprehensive banking relationships and limited volatility. At June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company had $40.5$53.80 million and $38.9$53.88 million in certificates of deposit of $250,000 or more. These larger deposits represented 3.94.84 percent and 3.64.97 percent of respective total deposits. Management seeks to monitor and control the use of these larger certificates, which tend to be more volatile in nature, to ensure an adequate supply of funds as needed. Relative interest costs to attract local core relationships are compared to market rates of interest on various external deposit sources to help minimize the Company’s overall cost of funds.

 

The Company supplemented deposit sources with brokered deposits. As of June 30, 2018,March 31, 2019, the Company had $51.8$94.62 million, or 5.008.51 percent of total deposits, in CDARS. Additional information is provided in the Notes to the Consolidated Financial Statements regarding these brokered deposits. Additionally, the Company uses external deposit listing services to obtain out-of-market certificates of deposit at competitive interest rates when funding is needed. These deposits obtained from listing services are often referred to as wholesale or internet CDs. As of June 30, 2018,March 31, 2019, the Company had $8.49$6.85 million, or 0.820.62 percent of total deposits, in internet certificates of deposit obtained through deposit listing services.

 

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

 

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

 


Part I (Continued)

Item 2 (Continued)

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

 

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

 

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

 

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

 

ImpactReturn on Assets and Stockholders ofInflationandChangingPricesEquity

 

The Company’sfollowing table presents selected financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). GAAP presently requires the Company to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on the operationsratios for each of the Company is reflected in increased operating costs, though given recent economic conditions, the Company has not experienced any material effects of inflation during the last three fiscal years. In management’s opinion, changes in interest rates affect the financial condition of a financial institutionperiods indicated.

  

Three Months Ended

 
  

March 31

 
  

2019

  

2018

 
         

Return on Average Assets (1)

  0.90%  1.06%
         

Return on Average Total Equity (1)

  11.76%  14.18%
         

Average Total Equity to Average Assets

  7.66%  7.47%

(1) Computed using annualized net income available to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond the control of the Company, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the United States government, its agencies and various other governmental regulatory authorities, among other things, as further discussed in the next section.common shareholders.

 


Part I (Continued)

Item 2 (Continued)3

 

RegulatoryandEconomicPolicies

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

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

RecentlyIssuedAccountingPronouncements

See Note 1 - Summary of Significant Accounting Policies under the section headed Changes in Accounting Principles and Effects of New Accounting Pronouncements included in the Notes to the Consolidated Financial Statements.

Market Risk and Interest Rate Sensitivity

Our financial performance is impacted by, among other factors, interest rate risk and credit risk. We do not utilize derivatives to mitigate our credit risk, relying instead on an extensive loan review process and our allowance for loan losses.ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

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

Our exposure to interest rate risk is reviewed at least quarterly by our Board of Directors and the ALCO. Interest rate risk exposure is measured using interest rate sensitivity analysis to determine our change in net portfolio value in the event of assumed changes in interest rates. In order to reduce the exposure to interest rate fluctuations, we have implemented strategies to more closely match our balance sheet composition. The Company has engaged FTN Financial to run a quarterly asset/liability model for interest rate risk analysis. We are generally focusing our investment activities on securities with terms or average lives in the 3 ½ - 5 ½ year range.

Market risk reflects the risk of economic loss resulting from adverseThere have been no material changes in market prices and interest rates. This risk of loss can be reflected in either reduced current market values or reduced current and potential net income. Colony’s most significant market risk is interest rate risk. This risk arises primarily from Colony’s extension of loans and acceptance of deposits.

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


Part I (Continued)

Item 2 (Continued)

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

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

Colony has modeled its baseline net interest income forecast assuming a flat interest rate environment with the federal funds rate at the Federal Reserve's current targeted range of 1.75% to 2.00% and the current prime rate of 5.00%. Colony has modeled the impact of a gradual increase in short-term rates of 100 and 200 basis points and a decline of 100 basis points to determine the sensitivity of net interest incomeForm 10-K for the next twelve months. As illustrated in the table below, the net interest income sensitivity model indicates that, compared with a net interest income forecast assuming stable rates, net interest income is projected to decrease by 0.27% and decrease by 0.94% if interest rates increased by 100 and 200 basis points, respectively. Net interest income is projected to decline by 0.92% if interest rates decreased by 100 basis points. These changes were within Colony’s policy limit of a maximum 15% negative change.

Twelve Month Net Interest Income Sensitivity

       
        
   

Estimated Change in Net Interest Income

 

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

  

June 30,

2018

  

December 31, 2017

 

+200

  -0.94%  0.27% 

+100

  -0.27%  0.58% 

Flat

  -%  -% 
-100  -0.92%  -2.57% 

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

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


Part I (Continued)

Item 2 (Continued)

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

Economic Value of Equity Sensitivity

 

       
   

Estimated Change in EVE

 

Immediate Change in Interest Rates

(in basis points)

  

June 30,

2018

  

December 31,

2017

 

+200

  9.26%  13.13% 

+100

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

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


Part I (Continued)

Item 2 (Continued)

The following table is an analysis of the Company’s interest rate-sensitivity position at June 30,ended December 31, 2018. The interest-bearing rate-sensitivity gap, which is the difference between interest-earning assets and interest-bearing liabilities by repricing period, is based upon maturity or first repricing opportunity, along with a cumulative interest rate-sensitivity gap. It is important to note that the table indicates a position at a specific point in time and may not be reflective of positions at other times during the year or in subsequent periods. Major changes in the gap position can be, and are, made promptly as market outlooks change.

  

Assets and Liabilities Repricing Within

 
  

3 Months

  4 to 12      1 to 5  

Over 5

     
  

or Less

  

Months

  

1 Year

  

Years

  

Years

  

Total

 

INTEREST-EARNING ASSETS:

                        

Interest-Bearing Deposits

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

Investment Securities

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

Loans, Net of Unearned Income

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

Other Interest- Earning Assets

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

Total Interest-Earning Assets

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

INTEREST-BEARING LIABILITIES:

                        

Interest-Bearing Demand Deposits (1)

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

Savings (1)

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

Time Deposits

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

Other Borrowings

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

Subordinated Debentures

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

Total Interest-Bearing Liabilities

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

Interest Rate-Sensitivity Gap

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

Cumulative Interest-Sensitivity Gap

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

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

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

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

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

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


Part I (Continued)

Item 2 (Continued)

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

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

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

 

Rate Shock

 

Policy

 

Immediate Shock

  

Immediate Shock

 
     

(-) decrease bp

  

(+) increase bp

 

Net Interest Income –

+/- 100 bp

 

+/- 10%

 -2.39%  2.42% 

Earnings at Risk

+/- 200 bp

 

+/- 15%

 -7.00   -0.94  
 

+/- 300 bp

 

+/- 20%

 -1.43   0.70  
 

+/- 400 bp

 

+/- 25%

 -14.93   -2.78  
            

Equity at Risk

+/- 100 bp

 

+/- 10%

 -0.48   0.39  
 

+/- 200 bp

 

+/- 20%

 -22.16   9.26  
 

+/- 300 bp

 

+/- 30%

 6.28   15.82  
 

+/- 400 bp

 

+/- 40%

 -40.43   11.37  

Return on Assets and Stockholders Equity

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

  Three Months Ended

June 30

  

Six Months Ended

June 30

 
  

2018

  

2017

  

2018

  

2017

 
                 

Return on Average Assets (1)

  1.03%  0.81%  1.04%  0.72%
                 

Return on Average Total Equity (1)

  13.82%  11.10%  14.00%  9.56%
                 

Average Total Equity to Average Assets

  7.45%  7.34%  7.46%  7.58%

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


Part I (Continued)

Item 3

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

 

ITEM 4 – CONTROLS AND PROCEDURES

 

The Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In addition, no change in the Company’s internal control over financial reporting occurred during the quarter ended June 30, 2018March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 


Part
PART II – OTHER INFORMATION

 

 

ITEM 1 – LEGAL PROCEEDINGS

 

None

 

ITEM 1A – RISK FACTORS

 

There have been no material changes to the risk factors disclosed in Item 1A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2017.2018.

 

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

 

There were no shares of the Company’s common stock sold during the three-month period ended June 30, 2018.March 31, 2019.

 

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4 – MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM 5 – OTHER INFORMATION

 

None

 

ITEM 6 – EXHIBITS

 

3.1 Articles of Incorporation, As Amended

 

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

 

3.2 Bylaws, as Amended

 

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

 

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

 

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

 

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

 

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

 

3.5 Amendment to the Company’s Bylaws

 

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

 

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

 

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

 


Part II (Continued)

Item 6 (Continued)

 

4.2 Form of Series A Preferred Stock Certificate

 

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

 

10.1 Deferred Compensation Plan and Sample Director Agreement

 

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

 

10.2 Profit-Sharing Plan Dated January 1, 1979

 

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

 

10.3 1999 Restricted Stock Grant Plan and Restricted Stock Grant Agreement

 

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

 

10.4 2004 Restricted Stock Grant Plan and Restricted Stock Grant Agreement

 

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

 

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

 

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

 

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

 

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

 

10.7 Form of Waiver, Executed by Al D. Ross

 

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

 

10.8 Form of Waiver, Executed by Terry L. Hester

 

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

 

10.9 Form of Waiver, Executed by Henry F. Brown, Jr.

 

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

 

10.10 Form of Waiver, Executed by Walter F. Patten

 

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

 


Part II (Continued)

Item 6 (Continued)

 

10.11 Form of Waiver, Executed by Larry E. Stevenson

 

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

 

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

 

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

 

99.10.13 Retention Agreement

 

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

 

9910.214 Retention Agreement

 

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

 

9910.315 Retention Agreement

 

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

 

10.16Employment Agreement, Dated July 27, 2018 Between T. Heath Fountain and Colony Bankcorp, Inc.

-filed as Exhibit 99.4 to the Registrant’s 10-Q for the period ended September 30, 2018 (File No. 000-12436), filed with the Commission on November 2, 2018 and incorporated herein by reference.

10.17Restricted Stock Award Between T. Heath Fountain and Colony Bankcorp, Inc.

-filed as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8 (File No. 000-12436), filed with the Commission on August 23, 2018 and incorporated herein by reference.

10.18 Retention Agreement

-filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K (File No. 000-12436), filed with the Commission on January 17, 2019 and incorporated herein by reference.

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

 

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

 

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

 

101.INS XBRL Instance Document

 

101.SCH XBRL Schema Document

 

101.CAL XBRL Calculation Linkbase Document

 

101.DEF XBRL Definition Linkbase Document

 

101.LAB XBRL Label Linkbase Document

 

101.PRE XBRL Presentation Linkbase Document

 


 

SIGNATURES

 

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

 

 

Colony Bankcorp, Inc.

 

 

 

 

 

 

 

 

/s/ T. Heath Fountain

 

Date:     August 3, 2018May 8, 2019  

T. Heath Fountain

 

 

President/Director/Chief Executive Officer

 

   
   
   
 /s/Terry L. Hester 
Date:     August 3, 2018May 8, 2019 Terry L. Hester 
 Executive Vice-President/Director/Chief Financial Officer 

 

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