fbss-10q_20180331.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended March 31, 2018

Or

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

For the transition period from _____________to_____________

Commission File No.: 000-25805

 

Fauquier Bankshares, Inc.

(Exact name of registrant as specified in its charter)

 

 

Virginia

 

54-1288193

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

10 Courthouse Square, Warrenton, Virginia

 

20186

(Address of principal executive offices)

 

(Zip Code)

 

(540) 347-2700

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes No

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

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

 

Large accelerated filer

 

 

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

 

Smaller reporting company

Emerging growth company

 

 

 

 

 

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

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)  Yes No

The registrant had 3,773,603 shares of common stock outstanding as of May 11, 2018.

 

 

 

 


FAUQUIER BANKSHARES, INC.

INDEX

 

Part I.  FINANCIAL INFORMATION

 

 

 

Page

Item 1.

Financial Statements

2

 

 

 

 

Consolidated Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017

2

 

 

 

 

Consolidated Statements of Income (unaudited) for the Three Months Ended March 31, 2018 and 2017

3

 

 

 

 

Consolidated Statements of Comprehensive Income (unaudited) for the Three Months Ended March 31, 2018 and 2017

4

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity (unaudited) for the Three Months Ended March 31, 2018 and 2017

5

 

 

 

 

Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2018 and 2017

6

 

 

 

 

Notes to Consolidated Financial Statements

7

 

 

 

Item 2.

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

26

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

36

 

 

 

Item 4.

Controls and Procedures

36

 

 

 

Part II.  OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

37

 

 

 

Item 1A.

Risk Factors

37

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

37

 

 

 

Item 3.

Defaults Upon Senior Securities

37

 

 

 

Item 4.

Mine Safety Disclosures

37

 

 

 

Item 5.

Other Information

37

 

 

 

Item 6.

Exhibits

38

 

 

 

SIGNATURES

39

 

1


Part I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Fauquier Bankshares, Inc. and Subsidiaries

Consolidated Balance Sheets

 

(In thousands, except share and per share data)

 

March 31,

2018

(Unaudited)

 

 

December 31,

2017

 

Assets

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

7,522

 

 

$

5,868

 

Interest-bearing deposits in other banks

 

 

59,700

 

 

 

23,424

 

Federal funds sold

 

 

14

 

 

 

8

 

Securities available for sale, at fair value

 

 

69,683

 

 

 

72,153

 

Restricted investments

 

 

2,837

 

 

 

1,546

 

Mortgage loans held for sale

 

 

400

 

 

 

Loans

 

 

503,091

 

 

 

502,799

 

Allowance for loan losses

 

 

(5,400

)

 

 

(5,094

)

Loans, net

 

 

497,691

 

 

 

497,705

 

Premises and equipment, net

 

 

18,386

 

 

 

18,606

 

Accrued interest receivable

 

 

1,822

 

 

 

1,940

 

Other real estate owned, net

 

 

1,356

 

 

 

1,356

 

Bank-owned life insurance

 

 

13,323

 

 

 

13,234

 

Other assets

 

 

9,386

 

 

 

8,773

 

Total assets

 

$

682,120

 

 

$

644,613

 

Liabilities

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

117,997

 

 

$

115,682

 

Interest-bearing:

 

 

 

 

 

 

 

 

Checking

 

 

233,488

 

 

 

245,564

 

Savings and money market accounts

 

 

154,529

 

 

 

136,862

 

Time deposits

 

 

71,227

 

 

 

71,915

 

Total interest-bearing

 

 

459,244

 

 

 

454,341

 

Total deposits

 

 

577,241

 

 

 

570,023

 

Federal Home Loan Bank advances

 

 

37,840

 

 

 

7,860

 

Junior subordinated debt

 

 

4,124

 

 

 

4,124

 

Other liabilities

 

 

6,249

 

 

 

6,464

 

Total liabilities

 

 

625,454

 

 

 

588,471

 

Shareholders’ Equity

 

 

 

 

 

 

 

 

Common stock, par value, $3.13; and additional paid-in capital; authorized 8,000,000 shares; issued and outstanding: 3,773,603 and 3,762,677 shares including 22,569 and 18,062 non-vested shares; respectively

 

 

15,634

 

 

 

15,526

 

Retained earnings

 

 

41,624

 

 

 

40,491

 

Accumulated other comprehensive income (loss), net

 

 

(592

)

 

 

125

 

Total shareholders’ equity

 

 

56,666

 

 

 

56,142

 

Total liabilities and shareholders’ equity

 

$

682,120

 

 

$

644,613

 

 

See accompanying Notes to Consolidated Financial Statements.

2


Fauquier Bankshares, Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

For the Three Months Ended March 31, 2018 and 2017

 

(In thousands, except per share data)

 

March 31, 2018

 

 

March 31, 2017

 

Interest Income

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

5,753

 

 

$

4,946

 

Interest and dividends on securities available for sale:

 

 

 

 

 

 

 

 

Taxable interest income

 

 

349

 

 

 

254

 

Tax-exempt interest

 

 

94

 

 

 

61

 

Dividends

 

 

20

 

 

 

24

 

Interest on deposits in other banks

 

 

154

 

 

 

130

 

Total interest income

 

 

6,370

 

 

 

5,415

 

Interest Expense

 

 

 

 

 

 

 

 

Interest on deposits

 

 

444

 

 

 

340

 

Interest on federal funds purchased

 

 

19

 

 

 

Interest on Federal Home Loan Bank advances

 

 

140

 

 

 

80

 

Junior subordinated debt

 

 

49

 

 

 

49

 

Total interest expense

 

 

652

 

 

 

469

 

Net interest income

 

 

5,718

 

 

 

4,946

 

Provision for loan losses

 

 

300

 

 

 

50

 

Net interest income after provision for loan losses

 

 

5,418

 

 

 

4,896

 

Noninterest Income

 

 

 

 

 

 

 

 

Trust and estate

 

 

372

 

 

 

361

 

Brokerage fees

 

 

41

 

 

 

57

 

Service charges on deposit accounts

 

 

444

 

 

 

485

 

Interchange fee income, net

 

 

285

 

 

 

286

 

Bank-owned life insurance

 

 

89

 

 

 

89

 

Other service charges, commissions and other income

 

 

91

 

 

 

133

 

Gain on call of securities available for sale

 

 

535

 

 

 

Gain on sale of mortgage loans held for sale, net

 

 

6

 

 

 

Total noninterest income

 

 

1,863

 

 

 

1,411

 

Noninterest Expenses

 

 

 

 

 

 

 

 

Salaries and benefits

 

 

2,968

 

 

 

2,819

 

Occupancy

 

 

605

 

 

 

597

 

Furniture and equipment

 

 

272

 

 

 

398

 

Marketing

 

 

108

 

 

 

140

 

Legal, audit and consulting

 

 

228

 

 

 

279

 

Data processing

 

 

256

 

 

 

328

 

Federal Deposit Insurance Corporation

 

 

100

 

 

 

80

 

Other operating expenses

 

 

944

 

 

 

773

 

Total noninterest expenses

 

 

5,481

 

 

 

5,414

 

Income before income taxes

 

 

1,800

 

 

 

893

 

Income tax expense

 

 

214

 

 

 

125

 

Net Income

 

$

1,586

 

 

$

768

 

Earnings per share, basic

 

$

0.42

 

 

$

0.20

 

Earnings per share, assuming dilution

 

$

0.42

 

 

$

0.20

 

Dividends per share

 

$

0.12

 

 

$

0.12

 

 

See accompanying Notes to Consolidated Financial Statements.

 

3


Fauquier Bankshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

For the Three Months Ended March 31, 2018 and 2017

 

(In thousands)

 

March 31, 2018

 

 

March 31, 2017

 

Net income

 

$

1,586

 

 

$

768

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

Change in fair value of securities available for sale, net of tax of $149 and $(192), respectively

 

 

(437

)

 

 

373

 

Reclassification adjustment for gain included in net income, net of tax, $112 and $0, respectively

 

 

(423

)

 

 

Interest rate swap, net of tax of $(38) and $(7), respectively

 

 

143

 

 

 

14

 

Total other comprehensive income (loss), net of tax of $223 and $(199), respectively

 

 

(717

)

 

 

387

 

Total comprehensive income

 

$

869

 

 

$

1,155

 

 

 

 

 

See accompanying Notes to Consolidated Financial Statements.

4


Fauquier Bankshares, Inc. and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

For the Three Months Ended March 31, 2018 and 2017

 

(In thousands)

 

Common

Stock and Additional Paid-In Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Total

 

Balance, December 31, 2016

 

$

15,364

 

 

$

39,824

 

 

$

(737

)

 

$

54,451

 

Net income

 

 

 

 

768

 

 

 

 

 

768

 

Other comprehensive income, net of tax effect of ($199)

 

 

 

 

 

 

387

 

 

 

387

 

Cash dividends ($0.12 per share)

 

 

 

 

(452

)

 

 

 

 

(452

)

Amortization of unearned compensation, restricted stock awards

 

 

30

 

 

 

 

 

 

 

30

 

Issuance of common stock - vested shares  (5,139 shares)

 

 

90

 

 

 

 

 

 

 

90

 

Repurchase of common stock (382 shares)

 

 

(7

)

 

 

 

 

 

 

(7

)

Balance, March 31, 2017

 

$

15,477

 

 

$

40,140

 

 

$

(350

)

 

$

55,267

 

Balance, December 31, 2017

 

$

15,526

 

 

$

40,491

 

 

$

125

 

 

$

56,142

 

Net income

 

 

 

 

1,586

 

 

 

 

 

1,586

 

Other comprehensive loss, net of tax of $223

 

 

 

 

 

 

(717

)

 

 

(717

)

Cash dividends ($0.12 per share)

 

 

 

 

(453

)

 

 

 

 

(453

)

Amortization of unearned compensation, restricted stock awards

 

 

31

 

 

 

 

 

 

 

31

 

Issuance of common stock - vested shares (3,961 shares)

 

 

85

 

 

 

 

 

 

 

85

 

Repurchase of common stock (368 shares)

 

 

(8

)

 

 

 

 

 

 

(8

)

Balance, March 31, 2018

 

$

15,634

 

 

$

41,624

 

 

$

(592

)

 

$

56,666

 

 

See accompanying Notes to Consolidated Financial Statements.

5


Fauquier Bankshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

For the Three Months Ended March 31, 2018 and 2017

 

(In thousands)

 

March 31, 2018

 

 

March 31, 2017

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

Net income

 

$

1,586

 

 

$

768

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

313

 

 

 

356

 

Provision for loan losses

 

 

300

 

 

 

50

 

(Gain) loss on interest rate swaps

 

 

2

 

 

 

(6

)

Gain on securities available for sale

 

 

(535

)

 

 

Amortization of security premiums, net

 

 

94

 

 

 

16

 

Amortization of unearned compensation, net of forfeiture

 

 

50

 

 

 

45

 

Issuance of vested restricted stock

 

 

85

 

 

 

90

 

Bank-owned life insurance income

 

 

(89

)

 

 

(89

)

Origination of mortgage loans held for sale

 

 

(628

)

 

 

Proceeds from mortgage loans held for sale

 

 

234

 

 

 

Gain on mortgage loans held for sale

 

 

(6

)

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Increase in other assets

 

 

(76

)

 

 

(37

)

Decrease in other liabilities

 

 

(178

)

 

 

(142

)

Net cash provided by operating activities

 

 

1,152

 

 

 

1,051

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Proceeds from maturities, calls and principal payments of

securities available for sale

 

 

3,766

 

 

 

4,077

 

Purchase of securities available for sale

 

 

(1,962

)

 

 

(9,964

)

Purchase of premises and equipment

 

 

(93

)

 

 

(141

)

Purchase of restricted investments, net

 

 

(1,291

)

 

 

(21

)

Loan originations, net

 

 

(374

)

 

 

7,376

 

Net cash provided by investing activities

 

 

46

 

 

 

1,327

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Increase in demand deposits, NOW accounts and savings accounts

 

 

7,907

 

 

 

7,552

 

Decrease in time deposits

 

 

(688

)

 

 

(2,606

)

Increase (decrease) in FHLB advances

 

 

29,980

 

 

 

(19

)

Cash dividends paid on common stock

 

 

(453

)

 

 

(452

)

Repurchase of common stock

 

 

(8

)

 

 

(7

)

Net cash provided by financing activities

 

 

36,738

 

 

 

4,468

 

Increase in cash and cash equivalents

 

 

37,936

 

 

 

6,846

 

Cash and Cash Equivalents

 

 

 

 

 

 

 

 

Beginning

 

 

29,300

 

 

 

67,846

 

Ending

 

$

67,236

 

 

$

74,692

 

Supplemental Disclosures of Cash Flow Information

 

 

 

 

 

 

 

 

Cash payments for:

 

 

 

 

 

 

 

 

Interest

 

$

628

 

 

$

475

 

Supplemental Disclosures of Noncash Investing Activities

 

 

 

 

 

 

 

 

Unrealized gain (loss) on securities available for sale, net of tax effect

 

$

(437

)

 

$

373

 

Unrealized gain on interest rate swap, net of taxes

 

$

143

 

 

$

14

 

 

See accompanying Notes to Consolidated Financial Statements.

6


FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1.  General

The consolidated financial statements include the accounts of Fauquier Bankshares, Inc. (the “Company”) and its wholly-owned subsidiary, The Fauquier Bank (the “Bank”), and the Bank’s wholly-owned subsidiaries, Fauquier Bank Services, Inc. and Specialty Properties Acquisitions - VA, LLC. Specialty Properties Acquisitions - VA, LLC was formed with the sole purpose of holding foreclosed property. The consolidated financial statements do not include the accounts of Fauquier Statutory Trust II, a wholly-owned subsidiary of the Company. In consolidation, significant intercompany financial balances and transactions have been eliminated.  In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 2018 and the results of operations for the three months ended March 31, 2018 and 2017, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).    The notes included herein should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s 2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”).

The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results expected for the full year or any other interim period.

Certain amounts in the 2017 consolidated financial statements have been reclassified to conform to the 2018 presentation. No reclassifications were significant and there was no effect on net income.

Recent Accounting Pronouncements

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842).” Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial statements. To date, the Company has not completed its analysis of those leases and is unable to quantify the impact at this time.  

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”  The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendments in this ASU are effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently assessing the impact that ASU 2016-13 will have on its consolidated financial statements. The Company’s management is addressing compliance requirements, data gathering and archiving resources, and analyzing the potential impact of this standard.  

 

In March 2017, the FASB issued ASU No. 2017‐08, “Receivables—Nonrefundable Fees and Other Costs (Subtopic 310‐20), Premium Amortization on Purchased Callable Debt Securities.” The amendments in this ASU shorten the amortization period for certain callable debt securities purchased at a premium. Upon adoption of the standard, premiums on these qualifying callable debt securities will be amortized to the earliest call date.  Discounts on purchased debt securities will continue to be accreted to maturity. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.  Early adoption is permitted, including adoption in an interim period. Upon transition, entities should apply the guidance on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption and provide the disclosures required for a change in accounting principle. The Company is currently assessing the impact that ASU 2017‐08 will have on its consolidated financial statements.

 

In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.”  The amendments in this ASU modify the designation and measurement guidance for hedge accounting as well as provide for increased transparency regarding the presentation of economic results on both the financial statements and related footnotes.  Certain aspects of hedge effectiveness assessments will also be simplified upon implementation of this update.   The amendments are effective for annual periods,

7


including interim periods within those annual periods, beginning after December 15, 2018.  Early adoption is permitted, including adoption in any interim period.  The Company is currently assessing the impact that ASU 2017‐12 will have on its consolidated financial statements.

 

In February 2018, the FASB issued ASU No. 2018-03, “Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.”  The amendments provide targeted improvements to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Specifically, the amendments include clarifications related to:  measurement elections, transition requirements, and adjustments associated with equity securities without readily determinable fair values; fair value measurement requirements for forward contracts and purchased options on equity securities; presentation requirements for hybrid financial liabilities for which the fair value option has been elected; and measurement requirements for liabilities denominated in a foreign currency for which the fair value option has been elected. The amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018.  Early adoption is permitted.  The Company does not expect the adoption of ASU 2018-03 to have a material impact on its consolidated financial statements.

Note 2.  Securities

The amortized cost and fair value of securities available for sale, with unrealized gains and losses follows:

 

 

 

March 31, 2018

 

(In thousands)

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

(Losses)

 

 

Fair Value

 

Obligations of U.S. Government corporations and agencies

 

$

53,313

 

 

$

26

 

 

$

(1,315

)

 

$

52,024

 

Obligations of states and political subdivisions

 

 

14,754

 

 

 

60

 

 

 

(208

)

 

 

14,606

 

Corporate bonds

 

 

2,362

 

 

 

313

 

 

 

 

 

2,675

 

Mutual funds

 

 

388

 

 

 

 

 

(10

)

 

 

378

 

 

 

$

70,817

 

 

$

399

 

 

$

(1,533

)

 

$

69,683

 

 

 

 

December 31, 2017

 

(In thousands)

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

(Losses)

 

 

Fair Value

 

Obligations of U.S. Government corporations and agencies

 

$

52,872

 

 

$

113

 

 

$

(608

)

 

$

52,377

 

Obligations of states and political subdivisions

 

 

15,124

 

 

 

191

 

 

 

(60

)

 

 

15,255

 

Corporate bonds

 

 

3,816

 

 

 

476

 

 

 

(153

)

 

 

4,139

 

Mutual funds

 

 

386

 

 

 

 

 

(4

)

 

 

382

 

 

 

$

72,198

 

 

$

780

 

 

$

(825

)

 

$

72,153

 

 

The amortized cost and fair value of securities available for sale, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without penalties.

 

 

 

March 31, 2018

 

(In thousands)

 

Amortized

Cost

 

 

Fair Value

 

Due in one year or less

 

$

2,007

 

 

$

2,001

 

Due after one year through five years

 

 

4,358

 

 

 

4,259

 

Due after five years through ten years

 

 

24,239

 

 

 

23,712

 

Due after ten years

 

 

39,825

 

 

 

39,333

 

Mutual funds

 

 

388

 

 

 

378

 

 

 

$

70,817

 

 

$

69,683

 

 

During the three months ended March 31, 2018, no securities were sold, proceeds from calls and principal repayments were $3.8 million and securities totaling $2.0 million were purchased. During the three months ended March 31, 2017, no securities were sold, proceeds from calls and principal repayments were $4.1 million and securities totaling $10.0 million were purchased.  There were no impairment losses on securities during the three months ended March 31, 2018 and 2017, respectively.

8


The following table shows the Company’s securities with gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2018 and December 31, 2017, respectively.

 

(In thousands)

 

Less than 12 Months

 

 

12 Months or More

 

 

Total

 

March 31, 2018

 

Fair Value

 

 

Unrealized

(Losses)

 

 

Fair Value

 

 

Unrealized

(Losses)

 

 

Fair Value

 

 

Unrealized

(Losses)

 

Obligations of U.S. Government corporations and

agencies

 

$

39,016

 

 

$

(897

)

 

$

9,590

 

 

$

(418

)

 

$

48,606

 

 

$

(1,315

)

Obligations of states and political subdivisions

 

 

9,013

 

 

 

(208

)

 

 

-

 

 

 

-

 

 

 

9,013

 

 

 

(208

)

Corporate bonds

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Mutual funds

 

 

378

 

 

 

(10

)

 

 

-

 

 

 

-

 

 

 

378

 

 

 

(10

)

Total temporary impaired securities

 

$

48,407

 

 

$

(1,115

)

 

$

9,590

 

 

$

(418

)

 

$

57,997

 

 

$

(1,533

)

 

(In thousands)

 

Less than 12 Months

 

 

12 Months or More

 

 

Total

 

December 31, 2017

 

Fair Value

 

 

Unrealized

(Losses)

 

 

Fair Value

 

 

Unrealized

(Losses)

 

 

Fair Value

 

 

Unrealized

(Losses)

 

Obligations of U.S. Government corporations and

agencies

 

$

32,512

 

 

$

(330

)

 

$

10,008

 

 

$

(278

)

 

$

42,520

 

 

$

(608

)

Obligations of states and political subdivisions

 

 

4,172

 

 

 

(60

)

 

 

 

 

 

 

4,172

 

 

 

(60

)

Corporate bonds

 

 

 

 

 

 

1,540

 

 

 

(153

)

 

 

1,540

 

 

 

(153

)

Mutual funds

 

 

382

 

 

 

(4

)

 

 

 

 

 

 

382

 

 

 

(4

)

Total temporary impaired securities

 

$

37,066

 

 

$

(394

)

 

$

11,548

 

 

$

(431

)

 

$

48,614

 

 

$

(825

)

 

At March 31, 2018 there were approximately 80 securities that were in a loss position due to market conditions, primarily interest rates, and not due to credit concerns.

 

The nature of securities which were temporarily impaired at March 31, 2018 included two corporate bonds with a cost basis net of other-than-temporary impairment (“OTTI”) totaling $2.4 million. The value of these corporate bonds is based on quoted market prices for similar assets. They are “Class B” or subordinated “mezzanine” tranche of pooled trust preferred securities. The trust preferred securities are collateralized by the interest and principal payments made on trust preferred capital offerings by a geographically diversified pool of approximately 55 different financial institutions per bond. They have an estimated maturity of 16 years. These bonds could have been called by the Company at par on the five year anniversary date of issuance, which has already passed for all the bonds. The bonds reprice every three months at a fixed rate index above the three-month London Interbank Offered Rate (“LIBOR”). These bonds have sufficient collateralization and cash flow projections to satisfy their valuation based on the cash flow as of March 31, 2018. These bonds are projected to repay the full outstanding interest and principal and are classified as performing corporate bond investments. During the three months ended March 31, 2018, one corporate bond went to auction and was settled at its face value of $2.0 million, resulting in a gain of $535,000.  During the three months ended March 31, 2018 and 2017, $50,000 and $32,000 of interest income was recorded, respectively.  

Additional information regarding each of the pooled trust preferred securities as of March 31, 2018 follows:

(Dollars in thousands)

Cost, net of OTTI

 

 

Fair Value (1)

 

 

Percent of Underlying Collateral Performing

 

 

Percent of Underlying Collateral in Deferral

 

 

Percent of Underlying Collateral in Default

 

 

Cumulative Amount of OTTI

 

 

Cumulative Other Comprehensive Income,

net of tax

 

$

1,698

 

 

$

1,850

 

 

 

81.0

%

 

 

2.9

%

 

 

16.1

%

 

$

321

 

 

$

(101

)

 

664

 

 

 

825

 

 

 

88.8

%

 

 

4.4

%

 

 

6.8

%

 

 

336

 

 

 

(106

)

$

2,362

 

 

$

2,675

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

657

 

 

$

(207

)

(1)

Current Moody’s Ratings is B2.

The following roll forward reflects the amount related to credit losses recognized in earnings :

 

(In thousands)

 

 

 

 

Beginning balance as of December 31, 2017

 

$

1,201

 

Increases in cash flows expected to be collected that are recognized over the remaining life of the securities

 

 

(9

)

Reduction for security called during the period

 

 

(535

)

Ending balance as of March 31, 2018

 

$

657

 

 

9


The carrying value of securities pledged to secure deposits and for other purposes amounted to $51.8 million and $47.6 million at March 31, 2018 and December 31, 2017, respectively.

Note 3.  Loans and Allowance for Loan Losses

 

The Company segregates its loan portfolio into several loan segments:  commercial and industrial, real estate, consumer and student loans.  Real estate loans are segregated into the following classes: construction and land, commercial real estate, residential real estate and home equity lines of credit.  The following tables present the total allowance for loan losses, the allowance by impairment methodology (individually evaluated for impairment or collectively evaluated for impairment), and total loans and loans by impairment methodology (individually evaluated for impairment or collectively evaluated for impairment).   

 

 

 

As of and for the Three Months Ended March 31, 2018

 

(In thousands)

 

Commercial and Industrial

 

 

Commercial Real Estate

 

 

Construction and Land

 

 

Consumer

 

 

Student

 

 

Residential

Real Estate

 

 

Home Equity Lines of Credit

 

 

Unallocated

 

 

Total

 

Allowance for Loan Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance,

December 31, 2017

 

$

518

 

 

$

1,609

 

 

$

879

 

 

$

105

 

 

$

72

 

 

$

1,174

 

 

$

387

 

 

$

350

 

 

$

5,094

 

Charge-offs

 

 

(39

)

 

 

-

 

 

 

-

 

 

 

(3

)

 

 

(9

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(51

)

Recoveries

 

 

6

 

 

 

-

 

 

 

-

 

 

 

3

 

 

 

-

 

 

 

47

 

 

 

1

 

 

 

-

 

 

 

57

 

Provision (recovery)

 

 

160

 

 

 

99

 

 

 

72

 

 

 

(2

)

 

 

10

 

 

 

(36

)

 

 

4

 

 

 

(7

)

 

 

300

 

Ending balance, March 31, 2018

 

$

645

 

 

$

1,708

 

 

$

951

 

 

$

103

 

 

$

73

 

 

$

1,185

 

 

$

392

 

 

$

343

 

 

$

5,400

 

Ending balances individually evaluated for impairment

 

$

286

 

 

$

310

 

 

$

375

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

48

 

 

$

-

 

 

$

1,019

 

Ending balances collectively evaluated for impairment

 

$

359

 

 

$

1,398

 

 

$

575

 

 

$

103

 

 

$

73

 

 

$

1,185

 

 

$

345

 

 

$

343

 

 

$

4,381

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

875

 

 

$

3,616

 

 

$

5,013

 

 

 

 

 

 

$

575

 

 

$

655

 

 

 

 

 

 

$

10,734

 

Collectively evaluated for impairment

 

 

24,166

 

 

 

170,550

 

 

 

50,863

 

 

 

4,624

 

 

 

10,212

 

 

 

189,272

 

 

 

42,670

 

 

 

 

 

 

 

492,357

 

Ending balance, March 31, 2018

 

$

25,041

 

 

$

174,166

 

 

$

55,876

 

 

$

4,624

 

 

$

10,212

 

 

$

189,847

 

 

$

43,325

 

 

 

 

 

 

$

503,091

 

 

 

 

As of and for the Three Months Ended March 31, 2017

 

(In thousands)

 

Commercial and Industrial

 

 

Commercial Real Estate

 

 

Construction and Land

 

 

Consumer

 

 

Student

 

 

Residential

Real Estate

 

 

Home Equity Lines of Credit

 

 

Unallocated

 

 

Total

 

Allowance for Loan Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance,

December 31, 2016

 

$

561

 

 

$

1,569

 

 

$

661

 

 

$

21

 

 

$

76

 

 

$

943

 

 

$

307

 

 

$

387

 

 

$

4,525

 

Charge-offs

 

 

(15

)

 

 

-

 

 

 

-

 

 

 

(29

)

 

 

(4

)

 

 

(51

)

 

 

-

 

 

 

-

 

 

 

(99

)

Recoveries

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

Provision (recovery)

 

 

(75

)

 

 

59

 

 

 

(28

)

 

 

52

 

 

 

-

 

 

 

77

 

 

 

(3

)

 

 

(32

)

 

 

50

 

Ending balance, March 31, 2017

 

$

471

 

 

$

1,628

 

 

$

633

 

 

$

45

 

 

$

72

 

 

$

969

 

 

$

304

 

 

$

355

 

 

$

4,477

 

10


 

 

 

As of and for the Year Ended December 31, 2017

 

(In thousands)

 

Commercial and Industrial

 

 

Commercial Real Estate

 

 

Construction and Land

 

 

Consumer

 

 

Student

 

 

Residential

Real Estate

 

 

Home Equity Lines of Credit

 

 

Unallocated

 

 

Total

 

Allowance for Loan Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance,

December 31, 2016

 

$

561

 

 

$

1,569

 

 

$

661

 

 

$

21

 

 

$

76

 

 

$

943

 

 

$

307

 

 

$

387

 

 

$

4,525

 

Charge-offs

 

 

(19

)

 

 

(476

)

 

 

-

 

 

 

(114

)

 

 

(31

)

 

 

(51

)

 

 

-

 

 

 

-

 

 

 

(691

)

Recoveries

 

 

154

 

 

 

575

 

 

 

-

 

 

 

2

 

 

 

-

 

 

 

6

 

 

 

3

 

 

 

-

 

 

 

740

 

Provision (recovery)

 

 

(178

)

 

 

(59

)

 

 

218

 

 

 

196

 

 

 

27

 

 

 

276

 

 

 

77

 

 

 

(37

)

 

 

520

 

Ending balance,

December 31, 2017

 

$

518

 

 

$

1,609

 

 

$

879

 

 

$

105

 

 

$

72

 

 

$

1,174

 

 

$

387

 

 

$

350

 

 

$

5,094

 

Ending balances individually evaluated for impairment

 

$

247

 

 

$

257

 

 

$

357

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

51

 

 

$

-

 

 

$

912

 

Ending balances collectively evaluated for impairment

 

$

271

 

 

$

1,352

 

 

$

522

 

 

$

105

 

 

$

72

 

 

$

1,174

 

 

$

336

 

 

$

350

 

 

$

4,182

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

758

 

 

$

3,631

 

 

$

5,234

 

 

$

-

 

 

$

-

 

 

$

581

 

 

$

658

 

 

 

 

 

 

$

10,862

 

Collectively evaluated for impairment

 

 

23,655

 

 

 

173,196

 

 

 

48,928

 

 

 

5,068

 

 

 

10,677

 

 

 

186,523

 

 

 

43,890

 

 

 

 

 

 

 

491,937

 

Ending balance,

December 31, 2017

 

$

24,413

 

 

$

176,827

 

 

$

54,162

 

 

$

5,068

 

 

$

10,677

 

 

$

187,104

 

 

$

44,548

 

 

 

 

 

 

$

502,799

 

 

The following tables present the recorded investment in loans, by portfolio segment, that have been classified according to the internal risk rating system.

 

 

As of March 31, 2018

 

(In thousands)

 

Commercial and Industrial

 

 

Commercial Real Estate

 

 

Construction and Land

 

 

Consumer

 

 

Student

 

 

Residential

Real Estate

 

 

Home Equity Lines of Credit

 

 

Total

 

Grade:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

20,507

 

 

$

165,439

 

 

$

45,521

 

 

$

4,621

 

 

$

10,212

 

 

$

183,227

 

 

$

39,220

 

 

$

468,747

 

Special mention

 

 

3,170

 

 

 

3,843

 

 

 

136

 

 

 

3

 

 

 

 

 

802

 

 

 

804

 

 

 

8,758

 

Substandard

 

 

1,364

 

 

 

4,884

 

 

 

10,219

 

 

 

 

 

 

 

5,818

 

 

 

3,301

 

 

 

25,586

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

25,041

 

 

$

174,166

 

 

$

55,876

 

 

$

4,624

 

 

$

10,212

 

 

$

189,847

 

 

$

43,325

 

 

$

503,091

 

 

 

As of December 31, 2017

 

(In thousands)

Commercial and Industrial

 

 

Commercial Real Estate

 

 

Construction and Land

 

 

Consumer

 

 

Student

 

 

Residential

Real Estate

 

 

Home Equity Lines of Credit

 

 

Total

 

Grade:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

$

21,769

 

 

$

167,625

 

 

$

44,006

 

 

$

5,065

 

 

$

10,677

 

 

$

180,119

 

 

$

40,373

 

 

$

469,634

 

Special mention

 

1,152

 

 

 

4,243

 

 

 

143

 

 

 

3

 

 

 

 

 

763

 

 

 

813

 

 

 

7,117

 

Substandard

 

1,492

 

 

 

4,959

 

 

 

10,013

 

 

 

 

 

 

 

6,222

 

 

 

3,362

 

 

 

26,048

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

$

24,413

 

 

$

176,827

 

 

$

54,162

 

 

$

5,068

 

 

$

10,677

 

 

$

187,104

 

 

$

44,548

 

 

$

502,799

 

 

11


The following table presents the aging of the recorded investment in past due loans and nonaccrual loans, by portfolio segment.

 

 

As of March 31, 2018

 

(In thousands)

 

30-59 Days

Past Due

 

 

60-89 Days

Past Due

 

 

Greater than

90 Days

Past Due

 

 

Total Past Due

 

 

Current

 

 

Total Loans

 

 

Greater than

90 Days

Past Due and Accruing

 

 

Nonaccruals

 

Commercial and industrial

 

$

3

 

 

$

14

 

 

$

263

 

 

$

280

 

 

$

24,761

 

 

$

25,041

 

 

$

-

 

 

$

263

 

Commercial real estate

 

 

 

 

 

 

1,327

 

 

 

1,327

 

 

 

172,839

 

 

 

174,166

 

 

 

-

 

 

 

1,327

 

Construction and land

 

 

1,050

 

 

 

 

 

1,335

 

 

 

2,385

 

 

 

53,491

 

 

 

55,876

 

 

 

-

 

 

 

1,335

 

Consumer

 

 

25

 

 

 

5

 

 

 

 

 

30

 

 

 

4,594

 

 

 

4,624

 

 

 

-

 

 

 

Student

 

 

685

 

 

 

684

 

 

 

1,330

 

 

 

2,699

 

 

 

7,513

 

 

 

10,212

 

 

 

1,330

 

 

 

Residential real estate

 

 

496

 

 

 

316

 

 

 

152

 

 

 

964

 

 

 

188,883

 

 

 

189,847

 

 

 

152

 

 

 

178

 

Home equity lines of credit

 

 

561

 

 

 

80

 

 

 

1,205

 

 

 

1,846

 

 

 

41,479

 

 

 

43,325

 

 

 

620

 

 

 

585

 

Total

 

$

2,820

 

 

$

1,099

 

 

$

5,612

 

 

$

9,531

 

 

$

493,560

 

 

$

503,091

 

 

$

2,102

 

 

$

3,688

 

 

 

 

As of December 31, 2017

 

(In thousands)

 

30-59 Days

Past Due

 

 

60-89 Days

Past Due

 

 

Greater than

90 Days

Past Due

 

 

Total Past Due

 

 

Current

 

 

Total Loans

 

 

Greater than

90 Days

Past Due and Accruing

 

 

Nonaccruals

 

Commercial and industrial

 

$

83

 

 

$

153

 

 

$

60

 

 

$

296

 

 

$

24,117

 

 

$

24,413

 

 

$

49

 

 

$

140

 

Commercial real estate

 

 

-

 

 

 

1,404

 

 

 

 

 

1,404

 

 

 

175,423

 

 

 

176,827

 

 

 

 

 

936

 

Construction and land

 

 

430

 

 

 

 

 

1,335

 

 

 

1,765

 

 

 

52,397

 

 

 

54,162

 

 

 

 

 

1,335

 

Consumer

 

 

5

 

 

 

22

 

 

 

 

 

27

 

 

 

5,041

 

 

 

5,068

 

 

 

 

 

Student

 

 

504

 

 

 

512

 

 

 

1,616

 

 

 

2,632

 

 

 

8,045

 

 

 

10,677

 

 

 

1,616

 

 

 

Residential real estate

 

 

637

 

 

 

153

 

 

 

 

 

790

 

 

 

186,314

 

 

 

187,104

 

 

 

 

 

181

 

Home equity lines of credit

 

 

337

 

 

 

346

 

 

 

588

 

 

 

1,271

 

 

 

43,277

 

 

 

44,548

 

 

 

 

 

588

 

Total

 

$

1,996

 

 

$

2,590

 

 

$

3,599

 

 

$

8,185

 

 

$

494,614

 

 

$

502,799

 

 

$

1,665

 

 

$

3,180

 

 

  

12


The following table presents information related to impaired loans, by portfolio segment.

 

 

 

March 31, 2018

 

(In thousands)

 

Recorded Investment

 

 

Unpaid Principal Balance

 

 

Related Allowance

 

 

Average Recorded Investment

 

 

Interest Income Recognized

 

With no specific allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Commercial real estate

 

 

2,390

 

 

 

2,404

 

 

 

-

 

 

 

2,387

 

 

 

19

 

Construction and land

 

 

795

 

 

 

795

 

 

 

-

 

 

 

906

 

 

 

10

 

Student

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Residential real estate

 

 

575

 

 

 

584

 

 

 

-

 

 

 

578

 

 

 

4

 

Home equity lines of credit

 

 

70

 

 

 

70

 

 

 

-

 

 

 

70

 

 

 

1

 

Consumer

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

875

 

 

$

905

 

 

$

286

 

 

$

891

 

 

$

8

 

Commercial real estate

 

 

1,226

 

 

 

1,226

 

 

 

310

 

 

 

1,421

 

 

 

10

 

Construction and land

 

 

4,218

 

 

 

4,298

 

 

 

375

 

 

 

4,218

 

 

 

-

 

Student

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Residential real estate

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Home equity lines of credit

 

 

585

 

 

 

600

 

 

 

48

 

 

 

587

 

 

 

-

 

Consumer

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

875

 

 

$

905

 

 

$

286

 

 

$

891

 

 

$

8

 

Commercial real estate

 

 

3,616

 

 

 

3,630

 

 

 

310

 

 

 

3,808

 

 

 

29

 

Construction and land

 

 

5,013

 

 

 

5,093

 

 

 

375

 

 

 

5,124

 

 

 

10

 

Student

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Residential real estate

 

 

575

 

 

 

584

 

 

 

-

 

 

 

578

 

 

 

4

 

Home equity lines of credit

 

 

655

 

 

 

670

 

 

 

48

 

 

 

657

 

 

 

1

 

Consumer

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total

 

$

10,734

 

 

$

10,882

 

 

$

1,019

 

 

$

11,058

 

 

$

52

 

13


 

 

 

December 31, 2017

 

(In thousands)

 

Recorded Investment

 

 

Unpaid Principal Balance

 

 

Related Allowance

 

 

Average Recorded Investment

 

 

Interest Income Recognized

 

With no specific allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Commercial real estate

 

 

2,383

 

 

 

2,383

 

 

 

-

 

 

 

2,429

 

 

 

124

 

Construction and land

 

 

1,829

 

 

 

1,881

 

 

 

-

 

 

 

2,041

 

 

 

56

 

Student

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Residential real estate

 

 

581

 

 

 

585

 

 

 

-

 

 

 

591

 

 

 

22

 

Home equity lines of credit

 

 

70

 

 

 

70

 

 

 

-

 

 

 

70

 

 

 

3

 

Consumer

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

758

 

 

$

788

 

 

$

247

 

 

$

791

 

 

$

29

 

Commercial real estate

 

 

1,248

 

 

 

1,248

 

 

 

257

 

 

 

1,256

 

 

 

58

 

Construction and land

 

 

3,405

 

 

 

3,433

 

 

 

357

 

 

 

3,451

 

 

 

134

 

Student

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Residential real estate

 

 

588

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Home equity lines of credit

 

 

-

 

 

 

600

 

 

 

51

 

 

 

594

 

 

 

5

 

Consumer

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

758

 

 

$

788

 

 

$

247

 

 

$

791

 

 

$

29

 

Commercial real estate

 

 

3,631

 

 

 

3,631

 

 

 

257

 

 

 

3,685

 

 

 

182

 

Construction and land

 

 

5,234

 

 

 

5,314

 

 

 

357

 

 

 

5,492

 

 

 

190

 

Student

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Residential real estate

 

 

1,169

 

 

 

585

 

 

 

-

 

 

 

591

 

 

 

22

 

Home equity lines of credit

 

 

70

 

 

 

670

 

 

 

51

 

 

 

664

 

 

 

8

 

Consumer

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total

 

$

10,862

 

 

$

10,988

 

 

$

912

 

 

$

11,223

 

 

$

431

 

 

U.S. GAAP requires that the impairment of loans that have been separately identified for evaluation be measured based on the present value of expected future cash flows or, alternatively, the observable market price of the loans or the fair value of the collateral. However, for those loans that are collateral dependent (that is, if repayment of those loans is expected to be provided solely by the underlying collateral) and for which management has determined foreclosure is probable, the measure of impairment is to be based on the net realizable value of the collateral.

A loan is considered impaired when it is probable that the Bank will be unable to collect all principal and interest amounts according to the contractual terms of the loan agreement. Factors involved in determining impairment include, but are not limited to, expected future cash flows, financial condition of the borrower, and the current economic conditions. A performing loan may be considered impaired if the factors above indicate a need for impairment. A loan on nonaccrual status may not be impaired if it is in the process of collection or if the shortfall in payment is insignificant. A delay of less than 30 days or a shortfall of less than 5% of the required principal and interest payments generally is considered “insignificant” and would not indicate an impairment situation, if in management’s judgment the loan will be paid in full. Loans that meet the regulatory definitions of doubtful or loss generally qualify as impaired loans under U.S. GAAP. As is the case for all loans, charge-offs for impaired loans occur when the loan or portion of the loan is determined to be uncollectible.

At March 31, 2018, there were 11 loans in the portfolio, totaling $5.2 million, that have been identified as TDR, of which, seven were current and performing in accordance with the modified terms.   At March 31, 2017, there were 10 loans in the portfolio, totaling $6.1 million, that have been identified as a troubled debt restructure (“TDR”), of which six were current and performing in accordance with the modified terms.  Loan modifications that were classified as TDRs during the three months ended March 31, 2018 and 2017 are as follows:

 

14


 

 

Three Months Ended

March 31, 2018

 

 

Three Months Ended

March 31, 2017

Class of Loan

 

Number of Contracts

 

Pre-Modification Outstanding Recorded Investment

 

 

Post-Modification Outstanding Recorded Investment

 

 

Number of Contracts

 

Pre-Modification Outstanding Recorded Investment

 

Post-Modification Outstanding Recorded Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

1

 

$

191,000

 

 

$

191,000

 

 

 

 

 

There were no defaults on TDRs occurring within 12 months of modification during the three months ended March 31, 2018 and 2017.

At March 31, 2018, the Company had no foreclosed residential real estate property in its possession or in the process of foreclosure.  At March 31, 2017, the Company had one foreclosed residential real estate property in its possession or in the process of foreclosure with a recorded investment of $52,000.

Note 4.  Junior Subordinated Debt

On September 21, 2006, the Company’s wholly-owned Connecticut statutory business trust privately issued $4.0 million face amount of the trust’s Floating Rate Capital Securities in a pooled capital securities offering (“Trust II”). Simultaneously, the trust used the proceeds of that sale to purchase $4.0 million principal amount of the Company’s Floating Rate Junior Subordinated Deferrable Interest Debentures due 2036. The interest rate on the capital security resets every three months at 1.70% above the then current three month LIBOR. Interest is paid quarterly. Total capital securities at March 31, 2018 and December 31, 2017 were $4.1 million. The Trust II issuance of capital securities and the respective subordinated debentures are callable at any time after five years from the issue date. The subordinated debentures are an unsecured obligation of the Company and are junior in right of payment to all present and future senior indebtedness of the Company. The capital securities are guaranteed by the Company on a subordinated basis.

Note 5.  Derivative Instruments and Hedging Activities

U.S. GAAP requires that all derivatives be recognized in the consolidated financial statements at their fair values. On the date that the derivative contract is entered into, the Company designates the derivative as a hedge of variable cash flows to be paid or received in conjunction with recognized assets or liabilities, as a cash flow or fair value hedge. For a derivative treated as a cash flow hedge, the ineffective portion of changes in fair value is reported in current period earnings. The effective portion of the cash flow hedge is recorded as an adjustment to the hedged item through other comprehensive income. For a derivative treated as a fair value hedge, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in interest income. The Company uses interest rate swaps to reduce interest rate risk and to manage net interest income.  There was no cash flow hedge ineffectiveness identified for the three months ended March 31, 2018 and 2017.

The Company formally assesses, both at the hedges’ inception, and on an on-going basis, whether derivatives used in hedging transactions have been highly effective in offsetting changes in cash flows of hedged items and whether those derivatives are expected to remain highly effective in subsequent periods. The Company discontinues hedge accounting when (a) it determines that a derivative is no longer effective in offsetting changes in cash flows of a hedged item; (b) the derivative expires or is sold, terminated or exercised; (c) probability exists that the forecasted transaction will no longer occur; or (d) management determines that designating the derivative as a hedging instrument is no longer appropriate. In all cases in which hedge accounting is discontinued and a derivative remains outstanding, the Company will carry the derivative at fair value, recognizing changes in fair value in current period income in the consolidated statements of income.

Interest differentials paid or received under the swap agreements are reflected as adjustments to interest income. These interest rate swap agreements include both cash flow and fair value hedge derivative instruments that qualify for hedge accounting. The notional amounts of the interest rate swaps are not exchanged and do not represent exposure to credit loss. In the event of default by a counter party, the risk in these transactions is the cost of replacing the agreements at current market rates.

The Company entered into an interest rate swap agreement on July 1, 2010 to manage the interest rate exposure on its Floating Rate Junior Subordinated Deferrable Interest Debentures due 2036. By entering into this agreement, the Company converts a floating rate liability into a fixed rate liability through 2020. Under the terms of the agreement, the Company receives interest quarterly at the rate equivalent to three-month LIBOR plus 1.70%, repricing every three months on the same date as the Company’s Floating Rate Junior Subordinated Deferrable Interest Debentures, and pays interest expense monthly at the fixed rate of 3.82%. The interest expense on the interest rate swap was $15,000 and $22,000 for the three months ended March 31, 2018 and 2017, respectively.  In addition, on June 24, 2016, the Company entered into a forward interest rate swap agreement to convert the floating rate liability on the same Floating Rate Junior Subordinated Deferrable Interest Debentures to fixed from 2020 to 2031. There was no interest expense recognized on the forward interest rate swap for the three months ended March 31, 2018 and 2017, and there will be no exchange of payments until 2020. Both of these swaps are designated as cash flow hedges and changes in the fair value are recorded as an adjustment through other comprehensive income.

15


The Company entered into two swap agreements to manage the interest rate risk related to two commercial loans. The agreements allow the Company to convert fixed rate assets to floating rate assets through 2022 and 2025. The Company receives interest monthly at the rate equivalent to one-month LIBOR plus a spread repricing on the same date as the loans and pays interest at fixed rates. The interest expense on the interest rate swaps was $4,000 and $16,000 for the three months ended March 31, 2018 and 2017, respectively.  These swaps are designated as fair value hedges and changes in fair value are recorded in current earnings.

Cash collateral held at other banks for these swaps was $1.2 million at March 31, 2018.  Collateral posted and received is dependent on the market valuation of the underlying hedges.

The effects of derivative instruments on the Consolidated Financial Statements as of March 31, 2018 and December 31, 2017 are as follows:

 

(In thousands)

 

March 31, 2018

Derivatives designated as hedging instruments

 

Notional/Contract Amount

 

 

Fair Value

 

 

Fair Value

Balance Sheet Location

 

Expiration Date

Interest rate swap - cash flow

 

$

4,000

 

 

$

(63

)

 

Other Liabilities

 

9/15/2020

Interest rate forward swap - cash flow

 

 

4,000

 

 

 

289

 

 

Other Assets

 

6/15/2031

Interest rate swap - fair value

 

 

1,166

 

 

 

47

 

 

Other Assets

 

4/9/2025

Interest rate swap - fair value

 

 

4,327

 

 

 

108

 

 

Other Assets

 

2/12/2022

 

 

(In thousands)

 

December 31, 2017

Derivatives designated as hedging instruments

 

Notional/Contract Amount

 

 

Fair Value

 

 

Fair Value

Balance Sheet Location

 

Expiration Date

Interest rate swap - cash flow

 

$

4,000

 

 

$

(119

)

 

Other Liabilities

 

9/15/2020

Interest rate forward swap - cash flow

 

 

4,000

 

 

 

164

 

 

Other Assets

 

6/15/2031

Interest rate swap - fair value

 

 

1,219

 

 

 

20

 

 

Other Assets

 

4/9/2025

Interest rate swap - fair value

 

 

4,475

 

 

 

49

 

 

Other Assets

 

2/12/2022

 

Note 6.  Earnings Per Share

The following table shows the weighted average number of shares used in computing earnings per share and the effect on weighted average number of shares of dilutive potential common stock.

 

 

 

Three Months Ended

March 31, 2018

 

 

Three Months Ended

March 31, 2017

 

 

 

Shares

 

 

Per Share Amount

 

 

Shares

 

 

Per Share Amount

 

Basic earnings per share

 

 

3,768,197

 

 

$

0.42

 

 

 

3,761,501

 

 

$

0.20

 

Effect of dilutive stock awards

 

 

8,917

 

 

 

 

 

 

 

7,175

 

 

 

 

 

Diluted earnings per share

 

 

3,777,114

 

 

$

0.42

 

 

 

3,768,676

 

 

$

0.20

 

 

Non-vested restricted shares have voting rights and receive non-forfeitable dividends during the vesting period; therefore, they are included in calculating basic earnings per share. The portion of non-vested performance-based stock awards that are expected to vest, but have not yet been awarded, are included in the calculation of diluted earnings per share.

Note 7.  Stock Based Compensation

Stock Incentive Plan

On May 19, 2009, the shareholders of the Company approved the Company’s Stock Incentive Plan (the “Plan”), which superseded and replaced the Omnibus Stock Ownership and Long Term Incentive Plan.

Under the Plan, stock options, stock appreciation rights, non-vested and/or restricted shares, and long-term performance unit awards may be granted to directors and certain employees for purchase of the Company’s common stock. The effective date of the Plan is March 19, 2009, the date the Company’s Board of Directors approved the Plan, and it has a termination date of December 31, 2019. The Company’s Board of Directors may terminate, suspend or modify the Plan within certain restrictions. The Plan authorizes for issuance 350,000 shares of the Company’s common stock. The Plan requires that options be granted at an exercise price equal to at least 100% of the fair market value of the common stock on the

16


date of the grant. Such options are generally not exercisable until three years from the date of issuance and generally require continuous employment during the period prior to exercise. The options will expire in no more than ten years after the date of grant. The stock options, stock appreciation rights, restricted shares, and long-term performance unit awards for certain employees are generally subject to vesting requirements and are subject to forfeiture if vesting and other contractual provision requirements are not met. The Company did not grant stock options during the three months ended March 31, 2018 and 2017 and there were no options outstanding at March 31, 2018 and 2017.

Restricted Shares

The restricted shares are accounted for using the fair market value of the Company’s common stock on the date the restricted shares were awarded. The restricted shares issued to certain officers are subject to a vesting period, whereby, the restrictions on the shares lapse on the third year anniversary of the date the restricted shares were awarded. Compensation expense for these shares is recognized over the three-year period. The restricted shares issued to nonemployee directors are not subject to a vesting period; however, they are subject to certain restrictions for the three-year period.  Compensation expense for nonemployee directors is recognized at the date the shares are granted.

The Company has granted 7,333 and 10,525 shares of non-vested restricted stock to certain officers and 3,961 and 5,139 shares of vested restricted stock to non-employee directors during the three months ended March 31, 2018 and 2017, respectively. Compensation expense for the non-vested shares was $31,000 and $30,000, net of forfeitures, for the three months ended March 31, 2018 and 2017, respectively.  For the three months ended March 31, 2018 and 2017, there was $249,000 and $295,000 of total unrecognized compensation expense related to these non-vested shares, which will be recorded in conjunction with the remaining vesting periods.  For the three months ended March 31, 2018 and 2017, $85,000 and $90,000 of compensation expense was recognized for nonemployee director shares, respectively.

A summary of the status of the Company’s non-vested restricted shares granted under the Plan is presented below:

 

 

 

Three Months Ended

March 31, 2018

 

 

Three Months Ended

March 31, 2017

 

 

 

Shares

 

 

Weighted Average Fair Value

 

 

Shares

 

 

Weighted Average Fair Value

 

Non-vested shares, beginning

 

 

18,062

 

 

$

16.44

 

 

 

18,045

 

 

$

15.04

 

Granted

 

 

11,294

 

 

 

21.47

 

 

 

15,664

 

 

 

17.50

 

Vested

 

 

(6,419

)

 

 

21.47

 

 

 

(9,123

)

 

 

16.74

 

Forfeited

 

 

(368

)

 

 

21.47

 

 

 

 

 

Non-vested shares, ending

 

 

22,569

 

 

$

17.98

 

 

 

24,586

 

 

$

15.98

 

 

The Company granted 6,867 and 10,525 shares of performance-based stock rights with respect to certain officers during the three months ended March 31, 2018 and 2017, respectively. The performance-based stock rights are accounted for using the fair market value of the Company’s common stock on the date awarded, and adjusted as the market value of the stock changes. The performance-based stock rights are subject to a vesting period, whereby the restrictions on the shares lapse on the third year anniversary of the date the shares were awarded. Until vesting, the shares are not issued and not included in shares outstanding. The awards are subject to the Company reaching a predetermined three-year performance average on the return on average equity ratio, compared to a predetermined peer group of banks. Compensation expense for performance-based stock rights totaled $19,000 and $15,000 for the three months ended March 31, 2018 and 2017, respectively.  As of March 31, 2018 and 2017, there was $171,000 and $101,000 of total unrecognized compensation expense, respectively, related to non-vested share-based compensation arrangements granted under the Plan.

A summary of the status of the Company’s non-vested performance-based stock rights is presented below:

 

 

 

Three Months Ended

March 31, 2018

 

 

Three Months Ended

March 31, 2017

 

 

 

Performance Based Stock Rights

 

 

Weighted Average Fair Value

 

 

Performance Based Stock Rights

 

 

Weighted Average Fair Value

 

Non-vested shares, beginning

 

 

18,062

 

 

$

16.44

 

 

 

18,045

 

 

$

15.72

 

Granted

 

 

6,867

 

 

 

21.47

 

 

 

10,525

 

 

 

17.50

 

Vested

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(2,826

)

 

 

21.47

 

 

 

(3,984

)

 

 

15.75

 

Non-vested shares, ending

 

 

22,103

 

 

$

17.90

 

 

 

24,586

 

 

$

16.49

 

 

17


Note 8.  Employee Benefit Plans

The Company has a defined contribution retirement plan under Internal Revenue Code of 1986 (“Code”) Section 401(k) covering all employees who are at least 18 years of age. Under the plan, a participant may contribute an amount equal to 100% of their covered compensation for the year, not to exceed the dollar limit set by law (Code Section 402(g)). The Company will make an annual matching contribution equal to 100% on the first 6% of compensation deferred, for a maximum match of 6% of compensation. The Company makes an additional safe harbor contribution equal to 3% of compensation to all eligible participants. The Company’s 401(k) plan expenses for the three months ended March 31, 2018 and 2017 were $172,000 and $194,000, respectively.    

The Company maintains a Director Deferred Compensation Plan (“Deferred Compensation Plan”). This plan provides that any non-employee director of the Company may elect to defer receipt of all or any portion of his or her compensation as a director. A participating director may elect to have amounts deferred under the Deferred Compensation Plan held in a deferred cash account, which is credited on a quarterly basis with interest equal to the highest rate offered by the Bank at the end of the preceding quarter. Alternatively, a participant may elect to have a deferred stock account in which deferred amounts are treated as if invested in the Company’s common stock at the fair market value on the date of deferral. The value of a stock account will increase and decrease based upon the fair market value of an equivalent number of shares of common stock. In addition, the deferred amounts deemed invested in common stock will be credited with dividends on an equivalent number shares. Amounts considered invested in the Company’s common stock are paid, at the election of the director, either in cash or in whole shares of the common stock and cash in lieu of fractional shares. Directors may elect to receive amounts contributed to their respective accounts in one or up to five installments. No directors participated in the Deferred Compensation Plan during the three months ended March 31, 2018 and 2017.

The Company has a nonqualified deferred compensation program for a former key employee’s retirement, in which the contribution expense is solely funded by the Company. The retirement benefit to be provided is variable based upon the performance of underlying life insurance policy assets.  Deferred compensation expense for the three months ended March 31, 2018 was $13,000.  There was no deferred compensation expense for the three months ended March 31, 2017.  Concurrent with the establishment of the deferred compensation program, the Company purchased life insurance policies on this employee with the Company named as owner and beneficiary. These life insurance policies are intended to be utilized as a source of funding the deferred compensation program.  Income on these life insurance policies amounted to $7,100 and $7,000 for three months ended March 31, 2018 and 2017, respectively.  The Company has recorded on its consolidated balance sheets $1.3 million in cash surrender value of these policies at March 31, 2018 and December 31, 2017, and $98,000 and $93,000, respectively, in accrued liabilities.  

Note 9.  Fair Value Measurement

U.S. GAAP requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, effective for financial statement periods beginning after December 15, 2017.  Therefore, the fair value presented herein may not be comparable to prior periods.  Methodologies utilized are as follows:

 

Income Approach:  Fair value is determined based on a discounted cash flow analysis.  The discounted cash flow analysis was based on the contractual maturity of the loan and market indications of rates, prepayment speeds, defaults and credit risk.

 

Asset Approach:  Fair value is determined based on the estimated values of the underlying collateral or individual analysis of receipts.  This provides a better indication of value than the contractual income streams when loans are not performing or exhibit strong signs indicative of nonperformance.

Fair value has been estimated in accordance with U.S. GAAP, and is intended to represent the price that would be received in an orderly transaction between market participants as of the measurement date.  In general, fair value is based upon quoted market prices, where available.  If such quoted market prices are not available, at least one significant assumption not observable in the market was utilized.  These unobservable assumptions reflect estimates that market participants would use in pricing the asset or liability.  Inputs to these valuation techniques are subjective in nature, involve uncertainties and require significant judgement and therefore cannot be determined with precision.  Accordingly, the fair value estimates presented are not necessarily indicative of the amounts to be realized in a current market exchange.

U.S. GAAP also indicates that fair value estimates are presented according to a fair value hierarchy comprised of three levels.  The levels are based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.  The level within the fair value hierarchy for an asset or liability is based on the highest level of input that is significant to the fair value measurement (with Level 1 considered highest and Level 3 considered lowest).  A brief description of each level follows:

 

Level 1:Inputs are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2:Inputs are defined as inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  

 

Level 3:Inputs are defined as unobservable inputs for the asset or liability.  

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:

18


Securities available for sale: Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data (Level 2). If the inputs used to provide the evaluation for certain securities are unobservable and/or there is little, if any, market activity, then the security would fall to the lowest level of the hierarchy (Level 3). The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third party portfolio accounting service vendor for valuation of its securities. The vendor’s primary source for security valuation is Interactive Data Corporation (“IDC”), which evaluates securities based on market data.  IDC utilizes evaluated pricing models that vary by asset class and include available trade, bid, and other market information.  Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.  

Interest rate swaps: Interest rate swaps are recorded at fair value on a recurring basis. The Company utilizes interest rate swap agreements as part of the management of interest rate risk to modify the repricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities. The Company has contracted with a third party to provide valuations for interest rate swaps using standard valuation techniques and therefore classifies such valuation as Level 2. The Company has considered counterparty credit risk in the valuation of its interest rate swap assets and has considered its own credit risk in the valuation of its interest rate swap liabilities.

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 by levels within the valuation hierarchy:

 

 

 

Fair Value Measurements

 

(In thousands)

 

Balance

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets at March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of U.S. Government corporations and agencies

 

$

52,024

 

 

$

-

 

 

$

52,024

 

 

$

-

 

Obligations of states and political subdivisions

 

 

14,606

 

 

 

-

 

 

 

14,606

 

 

 

-

 

Corporate bonds

 

 

2,675

 

 

 

-

 

 

 

2,675

 

 

 

-

 

Mutual funds

 

 

378

 

 

 

378

 

 

 

-

 

 

 

-

 

Total available for sale securities

 

 

69,683

 

 

 

378

 

 

 

69,305

 

 

 

-

 

Interest rate swaps

 

 

444

 

 

 

-

 

 

 

444

 

 

 

-

 

Total assets at fair value

 

$

70,127

 

 

$

378

 

 

$

69,749

 

 

$

-

 

Liabilities at March 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

63

 

 

$

-

 

 

$

63

 

 

$

-

 

Total liabilities at fair value

 

$

63

 

 

$

-

 

 

$

63

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets at December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of U.S. Government corporations and agencies

 

$

52,377

 

 

$

-

 

 

$

52,377

 

 

$

-

 

Obligations of states and political subdivisions

 

 

15,255

 

 

 

-

 

 

 

15,255

 

 

 

-

 

Corporate bonds

 

 

4,139

 

 

 

-

 

 

 

4,139

 

 

 

-

 

Mutual funds

 

 

382

 

 

 

382

 

 

 

-

 

 

 

-

 

Total available for sale securities

 

 

72,153

 

 

 

382

 

 

 

71,771

 

 

 

-

 

Interest rate swaps

 

 

233

 

 

 

-

 

 

 

233

 

 

 

-

 

Total assets at fair value

 

$

72,386

 

 

$

382

 

 

$

72,004

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities at December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

$

119

 

 

$

-

 

 

$

119

 

 

$

-

 

Total liabilities at fair value

 

$

119

 

 

$

-

 

 

$

119

 

 

$

-

 

 

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

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

Mortgage Loans Held for Sale:   Mortgage loans held for sale are carried at lower of cost or market value. These loans currently consist of 1-4 family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were

19


recorded on mortgage loans held for sale during the three months ended March 31, 2018. Gains and losses on the sale of loans are recorded as a component of noninterest income on the consolidated statements of income.

Impaired Loans: A loan is designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loans or the fair value of the collateral securing the loans, or the present value of the cash flows. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal, of one year or less, conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is more than one year old and not solely based on observable market comparables or management determines the fair value of the collateral is further impaired below the appraised value, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivable collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the allowance for loan losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the consolidated statements of income.       

Other Real Estate Owned (“OREO”): OREO is measured at fair value less estimated selling costs.  Fair value is based upon independent market prices, appraised values of the collateral, or management’s estimation of the value of the collateral. The Company considers the OREO as nonrecurring Level 3.  

The following table summarizes the Company’s financial assets that were measured at fair value on a nonrecurring basis at March 31, 2018 and December 31, 2017.

 

 

 

March 31, 2018

 

(In thousands)

 

Balance

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage loans held for sale

 

$

400

 

 

$

-

 

 

$

400

 

 

$

-

 

Impaired loans, net

 

 

5,885

 

 

 

-

 

 

 

5,760

 

 

 

125

 

Other real estate owned, net

 

 

1,356

 

 

 

-

 

 

 

-

 

 

 

1,356

 

 

 

 

December 31, 2017

 

(In thousands)

 

Balance

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans, net

 

$

5,087

 

 

$

-

 

 

$

5,041

 

 

$

46

 

Other real estate owned, net

 

 

1,356

 

 

 

-

 

 

 

-

 

 

 

1,356

 

 

The following table displays quantitative information about Level 3 Fair Value Measurements at March 31, 2018 and December 31, 2017.

 

 

 

March 31, 2018

 

(In thousands)

 

Fair Value

 

 

Valuation Technique

 

Unobservable Input

 

Weighted Average Discount

 

Impaired loans, net

 

$

125

 

 

Appraised values

 

Age of appraisal, current market conditions, experience within local market, and U.S. Government guarantees

 

 

78

%

Other real estate owned, net

 

 

1,356

 

 

Appraised

values

 

Age of appraisal, current market conditions and selling costs

 

 

18

%

Total

 

$

1,481

 

 

 

 

 

 

 

 

 

20


 

 

 

December 31, 2017

 

(In thousands)

 

Fair Value

 

 

Valuation Technique

 

Unobservable Input

 

Weighted Average Discount

 

Impaired loans, net

 

$

46

 

 

Appraised values

 

Age of appraisal, current market conditions, experience within local market, and U.S. Government guarantees

 

 

90

%

Other real estate owned, net

 

 

1,356

 

 

Appraised values

 

Age of appraisal, current market conditions and selling costs

 

 

18

%

Total

 

$

1,402

 

 

 

 

 

 

 

 

 

 

The estimated fair values and related carrying amounts of the Company’s financial instruments are as follows:

 

 

 

March 31, 2018

 

(In thousands)

 

Carrying Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Fair Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

$

67,236

 

 

$

67,531

 

 

$

-

 

 

$

-

 

 

$

67,531

 

Securities available for sale

 

 

69,683

 

 

 

378

 

 

 

69,305

 

 

 

-

 

 

 

69,683

 

Restricted investments

 

 

2,837

 

 

 

-

 

 

 

2,837

 

 

 

-

 

 

 

2,837

 

Mortgage loans held for sale

 

 

400

 

 

 

-

 

 

 

400

 

 

 

-

 

 

 

400

 

Loans, net

 

 

497,691

 

 

 

-

 

 

 

-

 

 

 

482,728

 

 

 

482,728

 

Accrued interest receivable

 

 

1,822

 

 

 

-

 

 

 

1,822

 

 

 

-

 

 

 

1,822

 

Interest rate swaps

 

 

444

 

 

 

-

 

 

 

444

 

 

 

-

 

 

 

444

 

Bank-owned life insurance

 

 

13,323

 

 

 

-

 

 

 

13,323

 

 

 

-

 

 

 

13,323

 

Total financial assets

 

$

653,436

 

 

$

67,909

 

 

$

88,131

 

 

$

482,728

 

 

$

638,768

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

577,241

 

 

$

-

 

 

$

576,092

 

 

$

-

 

 

$

576,092

 

FHLB advances

 

 

37,840

 

 

 

-

 

 

 

37,622

 

 

 

-

 

 

 

37,622

 

Junior subordinated debt

 

 

4,124

 

 

 

-

 

 

 

4,019

 

 

 

-

 

 

 

4,019

 

Accrued interest payable

 

 

152

 

 

 

-

 

 

 

152

 

 

 

-

 

 

 

152

 

Interest rate swaps

 

 

63

 

 

 

-

 

 

 

63

 

 

 

-

 

 

 

63

 

Total financial liabilities

 

$

619,420

 

 

$

-

 

 

$

617,948

 

 

$

-

 

 

$

617,948

 

21


 

 

 

December 31, 2017

 

(In thousands)

 

Carrying Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Fair Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and short-term investments

 

$

29,300

 

 

$

29,091

 

 

$

-

 

 

$

-

 

 

$

29,091

 

Securities available for sale

 

 

72,153

 

 

 

382

 

 

 

71,771

 

 

 

-

 

 

 

72,153

 

Restricted investments

 

 

1,546

 

 

 

-

 

 

 

1,546

 

 

 

-

 

 

 

1,546

 

Loans, net

 

 

497,705

 

 

 

-

 

 

 

494,143

 

 

 

46

 

 

 

494,189

 

Accrued interest receivable

 

 

1,940

 

 

 

-

 

 

 

1,940

 

 

 

-

 

 

 

1,940

 

Interest rate swaps

 

 

233

 

 

 

-

 

 

 

233

 

 

 

-

 

 

 

233

 

Bank-owned life insurance

 

 

13,234

 

 

 

-

 

 

 

13,234

 

 

 

-

 

 

 

13,234

 

Total financial assets

 

$

616,111

 

 

$

29,473

 

 

$

582,867

 

 

$

46

 

 

$

612,386

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

570,023

 

 

$

-

 

 

$

569,297

 

 

$

-

 

 

$

569,297

 

FHLB advances

 

 

7,860

 

 

 

-

 

 

 

7,766

 

 

 

-

 

 

 

7,766

 

Junior subordinated debt

 

 

4,124

 

 

 

-

 

 

 

4,116

 

 

 

-

 

 

 

4,116

 

Accrued interest payable

 

 

128

 

 

 

-

 

 

 

128

 

 

 

-

 

 

 

128

 

Interest rate swaps

 

 

119

 

 

 

-

 

 

 

119

 

 

 

-

 

 

 

119

 

Total financial liabilities

 

$

582,254

 

 

$

-

 

 

$

581,426

 

 

$

-

 

 

$

581,426

 

 

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

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and cash equivalents:  The carrying amounts of cash and short-term instruments with a maturity of three months or less approximate fair value. Instruments with maturities of greater than three months are estimated using a discounted cash flow calculation that applies interest rates currently being offered on similar instruments.

Securities:  For securities and marketable equity securities held for investment purposes, fair values are based on quoted market prices or dealer quotes. For other securities held as investments, fair value equals quoted market price, if available. If a quoted market price is not available, fair values are based on quoted market prices for similar securities. Restricted securities are carried at cost based on redemption provisions of the issuers. See Note 2 “Securities” for further discussion on determining fair value for pooled trust preferred securities.

Mortgage loans held for sale:  Fair value for mortgage loans held for sale is based on the price secondary markets are currently offering for similar loans.

Loans:  For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for certain mortgage loans (e.g., 1-4 family residential), credit card loans, and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. Fair values for other loans (i.e., commercial real estate and investment property mortgage loans, commercial and industrial loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair value for impaired loans is described above.

Accrued Interest:  The carrying amounts of accrued interest approximate fair value.

Bank-owned life insurance:  The carrying amount of life insurance contracts is assumed to be a reasonably appropriate fair value. Life insurance contracts are carried on the balance sheet at their redemption value. This redemption value is based on existing market conditions and therefore represents the fair value of the contract.

Interest Rate Swaps:  The fair values are based on quoted market prices or mathematical models using current and historical data.

22


Deposits:  The fair values disclosed for demand deposits (i.e., interest and noninterest-bearing checking, statement savings and money market accounts) are, by definition, equal to the amount payable at the reporting date (that is, their carrying amounts). Fair values of fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered to a schedule of aggregated expected monthly maturities on time deposits.

Borrowings:  The fair values of the Company’s advances from the Federal Home Loan Bank of Atlanta and other borrowings are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Off-Balance Sheet Financial Instruments:  The fair value of commitments to extend credit is estimated using the fees currently charged to enter similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.  The fair value of standby letters of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.  At March 31, 2018 and December 31, 2017, the fair value of loan commitments and standby letters of credit were deemed immaterial.

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

Note 10.  Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2018 and 2017 were:

 

(In thousands)

 

Gains (Losses) on Cash Flow Hedges

 

 

Unrealized Gains (Losses) on Available for Sale Securities

 

 

Supplemental Executive Retirement Plans

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2017

 

$

37

 

 

$

(37

)

 

$

125

 

 

$

125

 

Net current-period other comprehensive income (loss)

 

 

143

 

 

 

(860

)

 

 

-

 

 

 

(717

)

Balance March 31, 2018

 

$

180

 

 

$

(897

)

 

$

125

 

 

$

(592

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2016

 

$

17

 

 

$

(765

)

 

$

11

 

 

$

(737

)

Net current-period other comprehensive income (loss)

 

 

14

 

 

 

373

 

 

 

-

 

 

 

387

 

Balance March 31, 2017

 

$

31

 

 

$

(392

)

 

$

11

 

 

$

(350

)

 

Note 11.  Investment in Affordable Housing Projects

 

The Company has investments in certain affordable housing projects located in the Commonwealth of Virginia through six limited liability partnerships of the Bank. These partnerships exist to develop and preserve affordable housing for low income families through residential rental property projects. The Company exerts no control over the operating or financial policies of the partnerships. Return on these investments is through receipt of tax credits and other tax benefits which are subject to recapture by taxing authorities based on compliance features at the project level. The investments are due to expire by 2033. The Company accounts for the affordable housing investments using the equity method and has recorded $3.7 million and $3.8 million in other assets at March 31, 2018 and December 31, 2017, respectively, and $1.0 million in other liabilities related to unfunded capital calls through 2020 at March 31, 2018 and December 31, 2017. The related federal tax credits, included in income tax expense in the consolidated statements of income, for the three months ended March 31, 2018 and 2017 were $126,000 and $128,000, respectively.  There were $80,000 and $22,000 in flow-through losses recognized during the three months ended March 31, 2018 and 2017,  respectively, that were recorded in noninterest income.

 

Note 12. Revenue Recognition

 

On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, and all amendments thereto (collectively, ASU 2014-09), which (i) creates a single framework for recognizing revenue from contracts with customers that fall within its scope and (ii) revises when it is appropriate to recognize a gain/loss from the transfer of nonfinancial assets, such as other real estate owned. The Company adopted ASU 2014-09 using the modified retrospective method applied to all contracts not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASU 2014-09, while prior period amounts continue to be reported in

23


accordance with pronouncements in effect prior to January 1, 2018. The adoption of ASU 2014-09 did not result in a change to the accounting for any of the in-scope revenue streams; therefore, no cumulative effect adjustment was recorded.

 

Most revenue associated with the Company’s financial instruments, including interest income, are outside the scope of ASU 2014-09. The Company’s services that fall within the scope of ASU 2014-09 are presented within noninterest income and are recognized as revenue as the Company satisfies its obligation to the customer. A description of the Company’s primary revenue streams accounted for under ASU 2014-09 follows:

 

Trust, estate and brokerage fee income:  Income is primarily comprised of fees earned from the management and administration of trusts, estates and other customer assets and by providing investment brokerage services. Fees that are transaction-based (e.g., execution of trades) are recognized on a monthly basis. Other fees, or commissions, are earned over time as the contracted monthly or quarterly services are provided and are generally assessed based on either account activity or the market value of assets under management at month end.

 

Service charges on deposit accounts:  The Company earns fees from its deposit customers for overdraft and account maintenance services. Overdraft fees are recognized when the overdraft occurs. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the company satisfies the performance obligation. The Company also earns fees from its customers for transaction-based services. Such services include safe deposit box, ATM, stop payment and wire transfer fees. In each case, these service charges and fees are recognized in income at the time or within the same period that the Company’s performance obligation is satisfied.

 

Interchange fee income, net:  The Company earns interchange fees from debit and credit cardholder transactions conducted through various payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services.

 

Noninterest income by major source, for the three months ended March 31, 2018 and 2017, consisted of the following:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In thousands)

 

2018

 

 

2017

 

Noninterest income

 

 

 

 

 

 

 

 

Trust and estate (1)

 

$

372

 

 

$

361

 

Brokerage fees (1)

 

 

41

 

 

 

57

 

Service charges on deposit accounts (1)

 

 

444

 

 

 

485

 

Interchange fee income, net (1)

 

 

285

 

 

 

286

 

Bank-owned life insurance

 

 

89

 

 

 

89

 

Other service charges, commissions and other income (2)

 

 

91

 

 

 

133

 

Gain on call of securities available for sale

 

 

535

 

 

 

Gain on sale of mortgage loans held for sale, net

 

 

6

 

 

 

Total noninterest income

 

$

1,863

 

 

$

1,411

 

(1)Income within scope of ASC 606.

(2)

Income within the scope of ASC 606 of $68,000 and $66,000 for the three months ended, March 31, 2018 and 2017, respectively. The remaining balancing is outside the scope of ASC 606.

 

24


ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

In addition to the historical information contained herein, this report contains forward-looking statements. Forward-looking statements are based on certain assumptions and describe future plans, strategies, and expectations of Fauquier Bankshares, Inc. (the “Company”), and are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” “may,” “will” or similar expressions. Although the Company believes its plans, intentions and expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that these plans, intentions, or expectations will be achieved.  The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain, and actual results could differ materially from those contemplated. Factors that could have a material adverse effect on the Company’s operations and future prospects include, but are not limited to, changes in: interest rates, general economic conditions, the legislative/regulatory climate, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, the value of the collateral securing loans in the portfolio, demand for loan products, deposit flows, the level of net charge-offs on loans and the adequacy of the allowance for loan losses, competition, demand for financial services in the Company’s market area, the Company’s plans to increase our market share, mergers, acquisitions and dispositions, and tax and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements in this report and you should not place undue reliance on such statements, which reflect the Company’s position as of the date of this report.

GENERAL

The Company was incorporated under the laws of the Commonwealth of Virginia on January 13, 1984. The Company is a registered bank holding company and owns all of the voting shares of The Fauquier Bank (the “Bank”).  The Company engages in its business through the Bank, a Virginia state-chartered bank that commenced operations in 1902. The Company has no significant operations other than owning the stock of the Bank.  The Bank has 11 full service branch offices located in the Virginia communities of Old Town-Warrenton, Warrenton, Catlett, The Plains, Sudley Road-Manassas, New Baltimore, Bealeton, Bristow, Haymarket, Gainesville, and Centreville Road-Manassas. The executive offices of the Company and the main office of the Bank are located at 10 Courthouse Square, Warrenton, Virginia 20186.

The Bank’s general market area principally includes Fauquier County, Prince William County, and neighboring communities and is located approximately 50 miles southwest of Washington, D.C.

The basic services offered by the Bank include:  interest and noninterest-bearing demand deposit accounts, money market deposit accounts, NOW accounts, time deposits, safe deposit services, automated teller machine (“ATM”), debit and credit cards, cash management, direct deposits, notary services, night depository, prepaid debit cards, cashier’s checks, domestic and international collections, automated teller services, drive-in tellers, mobile and internet banking, telephone banking, and banking by mail. In addition, the Bank makes secured and unsecured commercial and real estate loans, issues stand-by letters of credit and grants available credit for installment, unsecured and secured personal loans, residential mortgages and home equity loans, as well as, automobile and other types of consumer financing.   The deposits of the Bank are insured up to applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (“FDIC”).  The Bank provides ATM cards, as a part of the Maestro, Accel-Exchange, and Plus ATM networks, thereby permitting customers to utilize the convenience of larger ATM networks.  The Bank also is a member of the Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep Service (“ICS”), to provide customers multi-million dollar FDIC insurance on certificates of deposit investments and deposit sweeps through the transfer and/or exchange with other FDIC insured institutions. CDARS and ICS are registered trademarks of Promontory Interfinancial Network, LLC.

The Bank operates a Wealth Management Services (“WMS” or “Wealth Management”) division that began with the granting of trust powers to the Bank in 1919. The WMS division provides personalized services that include investment management, financial planning, trust, estate settlement, retirement, insurance, and brokerage services.

The Bank, through its subsidiary Fauquier Bank Services, Inc., has equity ownership interests in Bankers Insurance, LLC, a Virginia independent insurance company, Bankers Title Shenandoah, LLC, a title insurance company, and Infinex Investments, Inc., a full service broker/dealer. Bankers Insurance and Bankers Title Shenandoah are owned by a consortium of Virginia community banks, and Infinex is owned by banks and banking associations in various states.

The revenues of the Bank are primarily derived from interest on, and fees received in connection with, real estate and other loans, and from interest and dividends from investment and mortgage-backed securities, and short-term investments. The principal sources of funds for the Bank’s lending activities are its deposits, repayment of loans, the sale and maturity of investment securities, and borrowings from the Federal Home Loan Bank of Atlanta (“FHLB”). Additional revenues are derived from fees for deposit-related and WMS related services.  The Bank’s principal expenses are salaries and benefits and occupancy expense.

25


As is the case with banking institutions generally, the Bank’s operations are materially and significantly influenced by general economic conditions and by related monetary and fiscal policies of financial institution regulatory agencies, including the Board of Governors of the Federal Reserve System (“Federal Reserve”). As a Virginia-chartered bank and a member of the Federal Reserve, the Bank is supervised and examined by the Federal Reserve and the Virginia State Corporation Commission. Interest rates on competing investments and general market rates of interest influence deposit flows and costs of funds. Lending activities are affected by the demand for financing of real estate and other types of loans, which in turn is affected by the interest rates at which such financing may be offered and other factors affecting local demand and availability of funds. The Bank faces strong competition in the attraction of deposits (its primary source of lendable funds) and in the origination of loans.

As of March 31, 2018, the Company had total assets of $682.1 million, net loans of $497.7 million, total deposits of $577.2 million, and total shareholders’ equity of $56.7 million.

CRITICAL ACCOUNTING POLICIES

 

GENERAL. The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial information contained within the Company's statements is, to a significant extent, based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. The Company uses historical loss factors as one factor in determining the inherent loss that may be present in its loan portfolio. Actual losses could differ significantly from the historical factors that the Company uses in its estimates. In addition, U.S. GAAP itself may change from one previously acceptable accounting method to another method. Although the economics of the Company’s transactions would be the same, the timing of the recognition of the Company’s transactions could change.

 

ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is an estimate of the losses that may be sustained in the Company's loan portfolio. The allowance is based on three basic principles of accounting: (i) Accounting Standards Codification (“ASC”) 450 “Contingencies”, which requires that losses be accrued when they are probable of occurring and estimable, (ii) ASC 310 “Receivables”, which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance and (iii) Securities and Exchange Commission (the “SEC”), Staff Accounting Bulletin No. 102, “Selected Loan Loss Allowance Methodology and Documentation Issues”, which requires adequate documentation to support the allowance for loan losses estimate.

 

The Company’s allowance for loan losses has three basic components: the specific allowance, the general allowance and the unallocated component. Each of these components is determined based upon estimates that can and do change as actual events occur. The specific allowance is used to individually allocate an allowance for larger balance and/or non-homogeneous loans identified as impaired. The specific allowance uses various techniques to arrive at an estimate of loss. Analysis of the borrower’s overall financial condition, resources and payment record, the prospects for support and financial guarantors, and the fair market value of collateral are used to estimate the probability and severity of inherent losses. The general allowance is used for estimating the loss on pools of smaller-balance, homogeneous loans; including 1-4 family mortgage loans, installment loans and other consumer loans. Also, the general allowance is used for the remaining pool of larger balance and/or non-homogeneous loans which were not identified as impaired. The general allowance begins with estimates of probable losses inherent in the homogeneous portfolio based upon various statistical analyses. These include analysis of historical delinquency and credit loss experience, together with analyses that reflect current trends and conditions. The Company also considers trends and changes in the volume and term of loans, changes in the credit process and/or lending policies and procedures, and an evaluation of overall credit quality. The general allowance uses a historical loss view as an indicator of future losses. As a result, even though this history is regularly updated with the most recent loss information, it could differ from the loss incurred in the future. The general allowance also captures losses that are attributable to various economic events, industry or geographic sectors whose impact on the portfolio have occurred but have yet to be recognized.  The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

 

Specifically, the Company uses both external and internal qualitative factors when determining the non-loan-specific allowances. The external factors utilized include: unemployment in the Company’s defined market area of Fauquier County, Prince William County, and the City of Manassas (“market area”), as well as state and national unemployment trends; new residential construction permits for the market area; bankruptcy statistics for the region and the United States; and foreclosure statistics for the market area and the state. Quarterly, these external qualitative factors, as well as relevant anecdotal information, are evaluated from data compiled from local periodicals such as The Washington Post, The Fauquier Times, and The Bull Run Observer, which cover the Company’s market area. Additionally, data is gathered from the Federal Reserve Beige Book for the Richmond Federal Reserve District, Global Insight’s monthly economic review, the George Mason School of Public Policy Center for Regional Analysis, and daily economic updates from various other sources. Internal Bank data utilized includes: past due loan aging statistics, nonperforming loan trends, trends in collateral values, loan concentrations, loan review status downgrade trends, and lender turnover and experience trends. Both external and internal data is analyzed on a rolling twelve quarter basis to determine risk profiles for each qualitative factor. Ratings are assigned through a defined matrix to calculate the allowance consistent with authoritative accounting literature. A narrative summary of the reserve allowance is produced quarterly and reported directly to the Company’s Board of Directors. The Company’s application of these qualitative factors to the allowance for loan losses has been consistent over the reporting period.

 

26


The Company employs an independent outsourced loan review function, which annually substantiates and/or adjusts internally generated risk ratings. This independent review is reported directly to the Company’s Board of Directors’ audit committee, and the results of this review are factored into the calculation of the allowance for loan losses.

 

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

EXECUTIVE OVERVIEW

This discussion is intended to focus on certain financial information regarding the Company and the Bank and may not contain all the information that is important to the reader. The purpose of this discussion is to provide the reader with a more thorough understanding of the Company’s financial statements. As such, this discussion should be read carefully in conjunction with the consolidated financial statements and accompanying notes contained elsewhere in this report.

The Bank is the primary independent community bank in its immediate market area as measured by deposit market share. It seeks to be the primary financial service provider for its market area by providing the right mix of consistently high quality customer service, efficient technological support, value-added products, and a strong commitment to the community. The Company and the Bank’s primary operating businesses are in commercial and retail lending, deposit accounts and core deposits, and assets under WMS management.

Net income of $1.6 million for the first quarter of 2018 was an 106.5% increase from net income of $768,000 for the first quarter of 2017. Loans, net of reserve, totaling $497.7 million at March 31, 2018, remained relatively unchanged when compared with December 31, 2017, and increased 10.3% when compared with March 30, 2017. Deposits, totaling $577.2 million at March 31, 2018, increased 1.3% when compared with December 31, 2017, and increased 4.7% when compared with March 31, 2017.  Assets under WMS management, totaling $294.5 million in market value at March 31, 2018, compared with $297.7 million and $305.7 million at December 31, 2017 and March 31, 2017, respectively.  

Net interest income is the largest component of net income, and equals the difference between income generated on interest-earning assets and interest expense incurred on interest-bearing liabilities. Future trends regarding net interest income are dependent on the absolute level of market interest rates, the shape of the yield curve, the amount of lost income from nonperforming assets, the amount of prepaying loans, the mix and amount of various deposit types, competition for loans and deposits, and many other factors, as well as the overall volume of interest-earning assets. These factors are individually difficult to predict, and when taken together, the uncertainty of future trends compounds. Based on management’s current projections, net interest income may increase as average interest-earning assets increase, but this may be offset in part or in whole by a possible contraction in the Bank’s net interest margin resulting from competitive market conditions and/or a flat or inverted yield curve. A steeper yield curve is projected to result in an increase in net interest income, while a flatter or inverted yield curve is projected to result in a decrease in net interest income.

The Bank’s nonperforming assets totaled $10.9 million or 1.60% of total assets at March 31, 2018, compared with $10.4 million or 1.61% of total assets at December 31, 2017, and $11.5 million or 1.83% of total assets at March 31, 2017. Nonaccrual loans totaled $3.7 million or 0.73% of total loans at March 31, 2018 compared with $3.2 million or 0.63% of total loans at December 31, 2017, and $3.2 million or 0.70% of total loans at March 31, 2017.  The allowance for loan losses was $5.4 million or 1.07% of total loans at March 31, 2018 compared with $5.1 million or 1.01% of total loans at December 31, 2017 and $4.4 million or 0.98% of loans at March 31, 2017.

OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017

NET INCOME

Net income of $1.6 million for the quarter ended March 31, 2018 was an increase of 106.5% from $768,000 for the same period in 2017.  Earnings per share on a fully diluted basis were $0.42 for the first quarter of 2018 compared with $0.20 for the first quarter of 2017. Profitability as measured by return on average assets and return on average equity increased from 0.50% and 5.68%, respectively, in the first quarter of 2017 to 0.97% and 11.44%, respectively, for the same period in 2018.

27


NET INTEREST INCOME AND EXPENSE

Net interest income increased $772,000 or 15.6% to $5.7 million for the quarter ended March 31, 2018 from $4.9 million for the quarter ended March 31, 2017. The increase in net interest income was due to the increase in interest and fees on loans, investment securities and interest on deposits in other banks, slightly offset by an increase in interest expense on deposits. The Company’s net interest margin increased to 3.74% in the first quarter of 2018 from 3.52% in the first quarter of 2017.

Total interest income increased $955,000 or 17.6% to $6.4 million for the first quarter of 2018 from $5.4 million for the first quarter of 2017. This increase was due to higher average balances and a 31 basis point increase in the yield on earning assets from 3.85% during the first quarter of 2017 to 4.16% during the first quarter of 2018.

 

 

The tax-equivalent yield on loans was 4.63% for the first quarter of 2018, compared to 4.42% in the first quarter of 2017. Average loan balances increased $48.9 million or 10.7% from $455.3 million during the first quarter of 2017 to $504.1 million during the first quarter of 2018. These increases resulted in a $807,000 or 16.3% increase in interest and fee income from loans for the first quarter of 2018, compared with the same period in 2017. On a tax equivalent basis, interest and fee income on loans increased $792,000 or 16.0%.

 

Average investment security balances increased $21.2 million from $52.5 million in the first quarter of 2017 to $73.7 million in the first quarter of 2018. The tax-equivalent yield on investments decreased from 2.82% for the first quarter of 2017 to 2.65% for the first quarter of 2018. Interest and dividend income on security investments increased $148,000, from $469,000 for the first quarter of 2017 to $617,000 for the first quarter of 2018, which included an increase in interest income on deposits in other banks of $24,000 from first quarter 2017 to first quarter 2018.

Total interest expense increased $183,000 or 39.0% from $469,000 for the first quarter of 2017 to $652,000 for the first quarter of 2018 primarily due to increases in volume and average rates paid for interest-bearing deposit accounts and FHLB advances.  The average rate on total interest-bearing liabilities increased from 0.43% in the first quarter of 2017 to 0.54% for the first quarter of 2018.

 

 

Interest paid on deposits increased $104,000 or 30.6% from $340,000 for the first quarter of 2017 to $444,000 for the first quarter of 2018. Average balances on time deposits increased $6.7 million or 10.3% from $64.6 million to $71.3 million, while the average rate increased from 0.96% for the first quarter of 2017 to 1.12% for the first quarter of 2018, resulting in an additional $45,000 in interest expense.  Average savings account balances increased $6.2 million or 7.5% from the first quarter of 2017 to the first quarter of 2018, and the average rate increased from 0.10% for the first quarter of 2017 to 0.18% for the first quarter of 2018, resulting in an increase of $19,000 in interest expense. Average interest-bearing checking balances increased $6.5 million or 2.9% from the first quarter of 2017 to the first quarter of 2018, while the average rate increased from 0.25% for the first quarter of 2017 to 0.29% for the first quarter of 2018, resulting in an increase of $30,000 in interest expense.

 

Interest expense on FHLB advances was $140,000 and $80,000 for the three months ended March 31, 2018 and 2017, respectively. The increase was due to an additional advance needed in the first quarter of 2018 to meet minimum balances required at the Federal Reserve Bank of Richmond (the “Federal Reserve Bank”).  FHLB advances taken in the first quarter of 2018 were short-term and mature in the second quarter of 2018.  

The following table sets forth information relating to the Company’s average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated and the average yields and rates paid for the periods indicated. These yields and costs are derived by dividing income or expense by the average daily balances of assets and liabilities, respectively, for the periods presented.

28


Average Balances, Income and Expense, and Average Yields and Rates

 

 

 

Three Months Ended

March 31, 2018

 

 

Three Months Ended

March 31, 2017

 

(Dollars in thousands)

 

Average

 

 

Income/

 

 

Average

 

 

Average

 

 

Income/

 

 

Average

 

Assets

 

Balances

 

 

Expense

 

 

Rate

 

 

Balances

 

 

Expense

 

 

Rate

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

$

500,896

 

 

$

5,752

 

 

 

4.66

%

 

$

448,417

 

 

$

4,919

 

 

 

4.45

%

Tax-exempt (1)

 

 

 

 

 

 

 

 

 

 

 

3,164

 

 

 

41

 

 

 

5.29

%

Nonaccrual (2)

 

 

3,242

 

 

 

 

 

 

 

 

 

3,701

 

 

 

 

 

 

 

Total Loans

 

 

504,138

 

 

 

5,752

 

 

 

4.63

%

 

 

455,282

 

 

 

4,960

 

 

 

4.42

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

59,392

 

 

 

370

 

 

 

2.49

%

 

 

45,576

 

 

 

278

 

 

 

2.44

%

Tax-exempt (1)

 

 

14,266

 

 

 

119

 

 

 

3.34

%

 

 

6,894

 

 

 

92

 

 

 

5.35

%

Total securities

 

 

73,658

 

 

 

489

 

 

 

2.65

%

 

 

52,470

 

 

 

370

 

 

 

2.82

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits in other banks

 

 

44,587

 

 

 

154

 

 

 

1.40

%

 

 

66,482

 

 

 

130

 

 

 

0.79

%

Federal funds sold

 

 

11

 

 

 

 

 

 

1.38

%

 

 

10

 

 

 

 

 

 

0.65

%

Total earning assets

 

 

622,394

 

 

 

6,395

 

 

 

4.16

%

 

 

574,244

 

 

 

5,460

 

 

 

3.85

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Allowance for loan losses

 

 

(5,278

)

 

 

 

 

 

 

 

 

 

 

(4,586

)

 

 

 

 

 

 

 

 

Total nonearning assets

 

 

49,746

 

 

 

 

 

 

 

 

 

 

 

50,911

 

 

 

 

 

 

 

 

 

Total Assets

 

$

666,862

 

 

 

 

 

 

 

 

 

 

$

620,569

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand

 

$

117,486

 

 

 

 

 

 

 

 

 

 

$

112,142

 

 

 

 

 

 

 

 

 

Interest-bearing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW

 

 

235,184

 

 

$

168

 

 

 

0.29

%

 

 

228,649

 

 

$

138

 

 

 

0.25

%

Money market

 

 

52,787

 

 

 

38

 

 

 

0.29

%

 

 

53,392

 

 

 

28

 

 

 

0.21

%

Savings

 

 

89,254

 

 

 

40

 

 

 

0.18

%

 

 

83,051

 

 

 

21

 

 

 

0.10

%

Time

 

 

71,285

 

 

 

198

 

 

 

1.12

%

 

 

64,621

 

 

 

153

 

 

 

0.96

%

Total interest-bearing deposits

 

 

448,510

 

 

 

444

 

 

 

0.40

%

 

 

429,713

 

 

 

340

 

 

 

0.32

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds purchased

 

 

3,778

 

 

 

19

 

 

 

0.00

%

 

 

3

 

 

 

 

 

 

0.00

%

FHLB advances

 

 

30,517

 

 

 

140

 

 

 

1.86

%

 

 

12,926

 

 

 

80

 

 

 

2.50

%

Junior subordinated debt

 

 

4,124

 

 

 

49

 

 

 

4.83

%

 

 

4,124

 

 

 

49

 

 

 

4.83

%

Total interest-bearing liabilities

 

 

486,929

 

 

 

652

 

 

 

0.54

%

 

 

446,766

 

 

 

469

 

 

 

0.43

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

6,211

 

 

 

 

 

 

 

 

 

 

 

6,783

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

 

56,236

 

 

 

 

 

 

 

 

 

 

 

54,878

 

 

 

 

 

 

 

 

 

Total Liabilities & Shareholders' Equity

 

$

666,862

 

 

 

 

 

 

 

 

 

 

$

620,569

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (tax equivalent basis)

 

 

 

 

 

$

5,743

 

 

 

3.62

%

 

 

 

 

 

$

4,991

 

 

 

3.42

%

Less: tax equivalent adjustment

 

 

 

 

 

 

(325

)

 

 

 

 

 

 

 

 

 

 

(95

)

 

 

 

 

Net interest income

 

 

 

 

 

$

5,418

 

 

 

 

 

 

 

 

 

 

$

4,896

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense as a percent of

average earning assets

 

 

 

 

 

 

 

 

 

 

0.42

%

 

 

 

 

 

 

 

 

 

 

0.33

%

Net interest margin

 

 

 

 

 

 

 

 

 

 

3.74

%

 

 

 

 

 

 

 

 

 

 

3.52

%

(1)

Income and rates on non-taxable assets are computed on a tax equivalent basis using a federal tax rate of 21%.

(2)

Nonaccrual loans are included in the average balance of total loans and total earning assets.

29


RATE VOLUME ANALYSIS

The following table sets forth certain information regarding changes in interest income and interest expense of the Company for the periods indicated. For each category of interest-earning asset and interest-bearing liability, information is provided on changes attributable to changes in volume (change in volume multiplied by old rate) and changes in rates (change in rate multiplied by old volume). Changes in rate-volume, which cannot be separately identified, are allocated proportionately between changes in rate and changes in volume.

 

 

Three Months Ended March 31, 2018

Compared to March 31, 2017

 

 

 

 

 

 

 

Due to

 

 

Due to

 

(In thousands)

 

Change

 

 

Volume

 

 

Rate

 

Interest Income

 

 

 

 

 

 

 

 

 

 

 

 

Loans; taxable

 

$

833

 

 

$

575

 

 

$

258

 

Loans; tax-exempt (1)

 

 

(41

)

 

 

(41

)

 

 

-

 

Securities; taxable

 

 

92

 

 

 

85

 

 

 

7

 

Securities; tax-exempt (1)

 

 

27

 

 

 

98

 

 

 

(71

)

Deposits in other banks

 

 

24

 

 

 

(43

)

 

 

67

 

Total Interest Income

 

 

935

 

 

 

674

 

 

 

261

 

Interest Expense

 

 

 

 

 

 

 

 

 

 

 

 

NOW

 

 

30

 

 

 

4

 

 

 

26

 

Money market

 

 

10

 

 

 

-

 

 

 

10

 

Savings

 

 

19

 

 

 

2

 

 

 

17

 

Time

 

 

45

 

 

 

16

 

 

 

29

 

Federal funds purchased

 

 

19

 

 

 

-

 

 

 

19

 

FHLB advances

 

 

60

 

 

 

109

 

 

 

(49

)

Junior subordinated debt

 

 

-

 

 

 

-

 

 

 

-

 

Total Interest Expense

 

 

183

 

 

 

131

 

 

 

52

 

Net Interest Income

 

$

752

 

 

$

543

 

 

$

209

 

(1)

Income and rates on non-taxable assets are computed on a tax equivalent basis using a federal tax rate of 21%.

PROVISION FOR LOAN LOSSES

The provision for loan losses was $300,000 for the first quarter of 2018 compared to $50,000 for the first quarter of 2017.  Provision expense in the first quarter of 2018 was primarily due to portfolio growth and changes in historical loss rates, adjustments to qualitative factors based on management’s ongoing analysis of economic and environmental factors, and specific reserves on impaired loans.

The amount of the provision for loan loss is based upon management’s evaluation of the adequacy of the allowance for loan losses, which encompasses the overall risk characteristics of the loan portfolio, trends in the Bank’s delinquent and nonperforming loans, estimated values of collateral, and the impact of economic conditions on borrowers. The loss history by loan category, prolonged changes in portfolio delinquency trends by loan category, and changes in economic trends are also utilized in determining the allowance. There can be no assurances, however, that future losses will not exceed estimated amounts, or that increased amounts of provisions for loan losses will not be required in future periods.

NONINTEREST INCOME

Total noninterest income increased $452,000 or 32.0% when comparing the first quarter of 2018 to 2017. The following are the primary components of noninterest income:

 

 

Trust, estate and brokerage fee income remained stable with a slight decrease of $5,000 or 1.2% compared to the first quarter of 2017.

 

Service charges on deposit accounts decreased $41,000 or 8.5% to $444,000 for the first quarter of 2018 compared to one year earlier. This decrease is attributable to changes in customer behavior and personal management as a result of greater access to account information via mobile technology, along with improved personal cash flow as economic conditions continue to improve.

 

Other service charges, commissions and fees decreased $56,000 or 38.1% from $147,000 in first quarter of 2017 to $91,000 in the first quarter of 2018. This decrease is primarily due to an increase in passive losses recognized in the Company’s affordable housing projects.  These losses will be more than offset in future periods by federal tax credits related to low/moderate income housing and/or buildings of historical significance.  

 

A $535,000 gain on call of securities available for sale was recognized in the first quarter of 2018 from the call of a pooled trust preferred security.  

 

Gains of $6,000 on mortgage loans held for sale was recognized in the first quarter of 2018.  The Company began originating and selling qualifying residential mortgage loans on the secondary market in the third quarter of 2017.

30


NONINTEREST EXPENSE

Total noninterest expense remained relatively unchanged when comparing the first quarter of 2018 to 2017, with a slight increase of $67,000.  The following are the primary components of noninterest expense:

 

 

Salaries and benefits increased $149,000 or 5.3% from first quarter 2017. The increase was primarily due to increases in salary expense as a result the Company’s new secondary market loan origination business line and additional expenses related to incentive compensation, and commissions.

 

Occupancy and furniture and equipment expense decreased $118,000 or 11.9%, and marketing expense decreased $32,000 or 22.9% from first quarter 2017 due to improved management of expenses.  

 

Legal, auditing and consulting expense decreased $51,000 or 18.3% from the first quarter of 2017 primarily due to less loan related legal expenses in the first quarter of 2018 compared to the same period in 2017. These fees were higher in 2017 due to expenses related to loans charged-off in prior years.

 

Data processing expense decreased $72,000 or 22.0% from the first quarter of 2017 due to improved management of expenses.

 

FDIC deposit insurance premium expense increased $20,000 from the first quarter of 2017 due to the change in assessment rates.

 

Other operating expenses increased $171,000 or 22.1% from the first quarter of 2017 due to operating expenses associated with the Company’s newly established business lines, including loan production fees and private banking through Wealth Management.

INCOME TAXES

Income tax expense was $214,000 for the quarter ended March 31, 2018 compared with $125,000 for the quarter ended March 31, 2017. The effective tax rate was 11.9% and 14.0% for the first quarters of 2018 and 2017, respectively. The effective tax rate differed from the statutory federal income tax rate due to the Bank’s investment in tax-exempt loans and securities, income from the bank-owned life insurance policies, and community development tax credits. The Company utilized tax credits of $126,000 during the first quarter of 2018 compared with $128,000 for the same quarter in the previous year, and projects that it will utilize $120,000 in additional tax credits over the remainder of 2018.

 

FINANCIAL CONDITION AT MARCH 31, 2017 AND DECEMBER 31, 2016

 

Total assets were $682.1 million at March 31, 2018 compared with $644.6 million at December 31, 2017, an increase of $37.5 million or 5.8%.  Total liabilities were $625.5 million, an increase of $37.0 million or 6.3%.  Total shareholders’ equity was $56.7 million, an increase of $524,000 or 0.93%.

 

 

Cash and cash equivalents increased $37.9 million primarily due to the increase in funds held at the Federal Reserve Bank to meet the minimum reserve requirement for the period.  

 

Mortgage loans held for sale was $400,000 at March 31, 2018.  The Company began selling residential mortgage loans on the secondary market in the third quarter of 2017.  These loans are funded at closing with the borrower and are subsequently purchased.  Loans are typically sold within 30 – 45 days of closing.  

 

Total deposits increased $7.2 million or 1.3%.  Noninterest-bearing, savings and money market accounts were the primary driver of this growth at $20.0 million, offset by the decrease in NOW and time deposits.  

 

Total FHLB advances were $37.8 million, an increase of $30.0 million.  This increase was due to an additional advance needed in the first quarter of 2018 to meet minimum balances required at the Federal Reserve Bank.  FHLB advances taken in the first quarter of 2018 were short-term and mature in the second quarter of 2018.  

 

Total shareholders’ equity increased $524,000 or 0.93%.  Primary components of this change were the issuance of restricted stock, growth in net income and market valuations for available for sale securities.

 

ASSET QUALITY

 

Nonperforming assets, which include nonperforming loans and other real estate owned, were $10.9 million at March 31, 2018, an increase of $507,000 or 4.9% when compared with December 31, 2017. The allowance for loan losses to total nonperforming loans were 56.64% and 56.43% at March 31, 2018 and December 31, 2017, respectively.  Factors contributing to the changes in nonperforming assets were:

 

 

Nonaccrual loans were $3.7 million compared with $3.2 million at December 31, 2017.   The addition of two commercial and industrial loans totaling approximately $450,000 represent the changes in nonaccrual loans.  Loans are placed on nonaccrual status when principal or interest is delinquent for 90 days or more, unless the loans are well secured and in the process of collection. Any unpaid interest previously accrued on such loans is reversed from income. Interest income generally is not recognized on nonaccrual loans unless the likelihood of further loss is remote. Interest payments received on such loans are applied as a reduction of the loan principal balance.

 

Student loans that were greater than 90 days past due and still accruing interest totaled $1.3 million at March 31, 2018, $1.6 million at December 31, 2017 and $2.4 million at March 31, 2017. These loans continue to accrue interest when past due because repayment of both principal and accrued interest are 98% guaranteed by the U.S. Department of Education.

 

Loans greater than 90 days past due and still accruing interest totaled $772,000 at March 31, 2018, $49,000 at December 31, 2017 and $1,000 at March 31, 2017.

31


 

Restructured loans that are not on nonaccrual status totaled $3.7 million at March 31, 2018, $4.2 million at December 31, 2017 and $4.5 million at March 31, 2017.  One loan was modified as a troubled debt restructure (“TDR”) during the quarter ended March 31, 2018. There were no defaults on TDRs occurring within 12 months of modification during the three months ended March 31, 2018 and 2017. At March 31, 2018, there were 11 loans in the portfolio, totaling $5.2 million, that have been identified as TDRs, of which seven were current and performing in accordance with the modified terms.

 

The increasing trend in the allowance for loan losses reflects loan growth and increases in impaired loans’ specific reserves, loans past due, and nonaccrual loans. These factors are partially offset by improvements in classified loans over the same time period.

 

The following table sets forth certain information with respect of the Company’s nonperforming assets:

 

(Dollars in thousands)

 

March 31,

2018

 

 

December 31,

2017

 

 

March 31,

2017

 

Nonaccrual loans

 

$

3,688

 

 

$

3,180

 

 

$

3,207

 

Restructured loans still accruing

 

 

3,744

 

 

 

4,182

 

 

 

4,541

 

Student loans greater than 90 days past due and still accruing

 

 

1,330

 

 

 

1,616

 

 

 

2,438

 

Loans greater than 90 days past due and still accruing

 

 

772

 

 

 

49

 

 

 

1

 

Total nonperforming loans

 

 

9,534

 

 

 

9,027

 

 

 

10,187

 

Other real estate owned, net

 

 

1,356

 

 

 

1,356

 

 

 

1,356

 

Total nonperforming assets

 

$

10,890

 

 

$

10,383

 

 

$

11,543

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses to total loans

 

 

1.07

%

 

 

1.01

%

 

 

0.98

%

Nonaccrual loans to total loans

 

 

0.73

%

 

 

0.63

%

 

 

0.70

%

Allowance for loan losses to nonperforming loans

 

 

56.64

%

 

 

56.43

%

 

 

43.95

%

Nonperforming loans to total loans

 

 

1.90

%

 

 

1.79

%

 

 

2.24

%

Nonperforming assets to total assets

 

 

1.60

%

 

 

1.61

%

 

 

1.83

%

 

CAPITAL

 

Shareholders’ equity totaled $56.6 million at March 31, 2018 compared with $56.1 million at December 31, 2017. The amount of equity reflects management’s desire to increase shareholders’ return on equity while maintaining a strong capital base. At March 31, 2018 and December 31, 2017, 368  and 382 shares of common stock were repurchased, respectively.

 

Accumulated other comprehensive loss, net of taxes, was $592,000 at March 31, 2018, compared to accumulated other comprehensive income, net of taxes, of $125,000 at December 31, 2017.

 

During 2006, the Company established a subsidiary trust that issued $4.0 million of capital securities as part of a separate pooled trust preferred security offering with other financial institutions. Under current applicable regulatory guidelines, the capital securities are treated as Tier 1 capital for purposes of the Federal Reserve’s capital guidelines for bank holding companies, as long as the capital securities and all other cumulative preferred securities of the Company together do not exceed 25% of Tier 1 capital. As previously discussed, banking regulations have established minimum capital requirements for financial institutions, including risk-based capital ratios and leverage ratios. As of March 31, 2018 and December 31, 2017, the Bank falls into the “well capitalized” category as defined by the appropriate regulatory authorities.

 

The Company and the Bank are subject to various capital requirements administered by bank regulatory agencies. Failure to meet minimum capital requirements can trigger certain mandatory and discretionary actions by regulators that could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures in effect during 2017 established by regulation to ensure capital adequacy required the Bank to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined in the regulations), and of Tier 1 capital to average assets (as defined in the regulations). In addition, effective January 1, 2015, a new common equity Tier 1 capital ratio of 4.5% of risk-weighted assets was established. Management believes, as of March 31, 2018 and December 31, 2017, the Bank more than satisfies all capital adequacy requirements to which it was subject.

 

The following table provides information on the regulatory capital ratios for the Bank at March 31, 2018 and December 31, 2017. Management believes that the Bank exceeds all capital adequacy requirements of Basel III, including the full conservation buffer, as of March 31, 2018.

32


 

(Dollars in thousands)

 

March 31, 2018

 

 

December 31, 2017

 

Tier 1 Capital:

 

 

 

 

 

 

 

 

Common Equity

 

$

59,767

 

 

$

59,334

 

Plus: Unrealized loss on securities available for sale, net

 

 

(771

)

 

 

(30

)

Plus: Unrealized benefit obligation for supplemental retirement plans

 

 

 

 

104

 

Total Tier 1 Capital

 

 

60,538

 

 

 

59,260

 

 

 

 

 

 

 

 

 

 

Tier 2 Capital:

 

 

 

 

 

 

 

 

Allowable allowance for loan losses

 

 

5,400

 

 

 

5,094

 

Total Capital:

 

$

65,938

 

 

$

64,354

 

 

 

 

 

 

 

 

 

 

Risk Weighted Assets:

 

$

515,782

 

 

$

518,562

 

Regulatory Capital Ratios:

 

 

 

 

 

 

 

 

Leverage Ratio

 

 

9.08

%

 

 

9.17

%

Common Equity Tier 1 Capital Ratio

 

 

11.74

%

 

 

11.43

%

Tier 1 Capital Ratio

 

 

11.74

%

 

 

11.43

%

Total Capital Ratio

 

 

12.78

%

 

 

12.41

%

LIQUIDITY

Liquidity management involves meeting the present and future financial obligations of the Company with the sale or maturity of assets or with the occurrence of additional liabilities. Liquidity needs are met with cash on hand, deposits in other banks, federal funds sold, securities classified as available for sale and loans maturing within one year. At March 31, 2018, liquid assets totaled $208.7 million, or 30.6%, of total assets and 33.4% of total liabilities. Securities provide a constant source of liquidity through paydowns and maturities. Also, the Company maintains short-term borrowing arrangements, namely federal funds lines of credit, with larger financial institutions as an additional source of liquidity. The Bank’s membership with the FHLB also provides a source of borrowings with numerous rate and term structures. Management monitors the liquidity position regularly and attempts to maintain a position which utilizes available funds most efficiently. As a result of the Company’s management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and meet its customers’ credit needs.

CONTRACTUAL OBLIGATIONS

As of March 31, 2018, there have been no material changes outside the ordinary course of business to the contractual obligations disclosed in “Management’s Discussion and Analysis and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2018, there have been no material changes to the off-balance sheet arrangements disclosed in “Management’s Discussion and Analysis and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

IMPACT OF INFLATION AND CHANGING PRICES

The consolidated financial statements and the accompanying notes presented elsewhere in this document have been prepared in accordance with U.S. GAAP, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to inflation. Unlike most industrial companies, virtually all the assets and liabilities of the Company and the Bank are monetary in nature. The impact of inflation is reflected in the increased cost of operations. As a result, interest rates have a greater impact on the Company’s performance than inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

CHANGES IN ACCOUNTING PRINCIPLES

For information regarding recent accounting pronouncements and their effect on the Company, see “Recent Accounting Pronouncements” in Note 1 of the Notes to Consolidated Financial Statements contained herein.

33


ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

An important component of both earnings performance and liquidity is management of interest rate sensitivity. Interest rate sensitivity reflects the potential effect on net interest income and economic value of equity from a change in market interest rates. The Bank is subject to interest rate sensitivity to the degree that its interest-earning assets mature or reprice at different time intervals than its interest-bearing liabilities. However, the Bank is not subject to the other major categories of market risk such as foreign currency exchange rate risk or commodity price risk. The Bank uses a number of tools to manage its interest rate risk, including simulating net interest income under various scenarios, monitoring the present value change in equity under the same scenarios, and monitoring the difference or gap between rate sensitive assets and rate sensitive liabilities over various time periods. Management believes that rate risk is best measured by simulation modeling.

There have been no material changes to the quantitative and qualitative disclosures made in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

ITEM 4CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide assurance that the information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods required by the SEC. An evaluation of the effectiveness of the design and operations of the Company’s disclosure controls and procedures at the end of the period covered by this report was carried out under the supervision and with the participation of the management of Fauquier Bankshares, Inc., including the Chief Executive Officer and the Chief Financial Officer. Based on such an evaluation, the Chief Executive Officer and the Chief Financial Officer concluded the Company’s disclosure controls and procedures were effective as of the end of such period.

The Company regularly assesses the adequacy of its internal control over financial reporting and enhances its controls in response to internal control assessments and internal and external audit and regulatory recommendations. There have not been any significant changes in the Company’s internal control over financial reporting or in other factors that have materially affected or are reasonably likely to materially affect, such controls during the quarter ended March 31, 2018.

 

Part II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 1 A.  RISK FACTORS

Not required for smaller reporting companies.

ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 18, 2018, the Company’s Board of Directors authorized the Company to repurchase up to 112,880 shares (3% of common stock outstanding on January 1, 2018) beginning January 1, 2018 and continuing until the next Board reset.  During the three months ended March 31, 2018, 368 shares of common stock were repurchased at an average price of $21.47 per share.  Under the share repurchase program, the Company has the remaining authority to repurchase up to 112,512 shares of the Company’s common stock as of March 31, 2018.

Repurchases may be made through open market purchases or in privately negotiated transactions, and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The actual timing, number, and value of shares repurchased under the program will be determined by management.

The following table summarizes repurchases of the Company's common stock that occurred during the three months ended March 31, 2018.

 

34


 

 

Total number of shares purchased

 

Average price paid per share ($)

 

 

Total number of shares purchased as part of a publicly announced plan

 

Maximum number of shares that may yet be purchased under a plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 31, 2018

 

 

 

 

 

 

112,880

 

February 28, 2018

 

 

 

 

 

 

112,880

 

March 31, 2018

 

368

 

$

21.47

 

 

368

 

 

112,512

 

Total

 

368

 

$

21.47

 

 

368

 

 

112,512

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

The following exhibits are filed as part of this report and this list includes the Exhibit Index.

 

35


 

Exhibit Number

 

Exhibit Description

 

 

 

31.1

 

Certification of CEO pursuant to Rule 13a-14(a).

 

 

 

31.2

 

Certification of CFO pursuant to Rule 13a-14(a).

 

 

 

32.1

 

Certification of CEO pursuant to 18 U.S.C. Section 1350.

 

 

 

32.2

 

Certification of CFO pursuant to 18 U.S.C. Section 1350.

 

 

 

101

 

The following materials from the Company’s Form 10-Q Report for the quarterly period ended March 31, 2018, formatted in XBRL: (1) Consolidated Balance Sheets, (2) Consolidated Statements of Income, (3) Consolidated Statements of Comprehensive Income, (4) Consolidated Statements of Changes in Shareholders’ Equity, (5) Consolidated Statements of Cash Flows and (6) the Notes to Consolidated Financial Statements.

 

36


SIGNATURES

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

 

FAUQUIER BANKSHARES, INC.

 

(Registrant)

 

 

 

By:  /s/ Marc J. Bogan

 

Marc J. Bogan

 

President & Chief Executive Officer

 

(Principal Executive Officer)

 

Dated:  May 11, 2018

 

 

By:  /s/ Christine E. Headly

 

Christine E. Headly

 

Executive Vice President & Chief Financial Officer

 

(Principal Financial and Accounting Officer)

 

Dated:  May 11, 2018

 

 

 

37