Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion compares the
Company’s financial condition at December 31, 2018 to its financial condition at December 31, 2017 and the results of operations
for the years ended December 31, 2018 and 2017. This discussion should be read in conjunction with the Consolidated Financial
Statements and the Notes thereto appearing in Item 8 of Part II of this annual report.
PERFORMANCE OVERVIEW
The Company recorded net income of $25.00
million for 2018 and net income of $11.26 million for 2017. The Company sold the assets and activities of its retail insurance
business, Avon Dixon, LLC(“Avon”) on December 31, 2018 for net proceeds of $25.2 million and a net gain after tax
of $8.2 million. In addition, the Company discontinued operations of its insurance premium finance company, Mubell, LLC (“Mubell”),
which it intends to dispose of in the next year. Excluding the sale and activity of Avon and Mubell (discontinued operations),
the Company reported net income of $15.76 million for 2018 for continuing operations. The basic and diluted income per share was
$1.96 which comprised of $1.24 from continuing operations and $0.72 from discontinued operations for 2018 and $0.73 from continuing
operations and $0.16 from discontinued operations for 2017. When comparing 2018 to 2017, earnings were significantly improved
due to increases in net interest income and noninterest income, partially offset by an increase in noninterest expenses.
Total assets were $1.483 billion at December
31, 2018, a $89.2 million, or 6.4%, increase when compared to the $1.394 billion at December 31, 2017. The primary factors contributing
to the increase were increases in gross loans of $101.8 million and interest-bearing deposits with other banks of $40.6 million,
partially offset by decreases of $42.5 million in investment securities which was utilized to fund loan growth and $11.2 million
in total assets due to the sale of Avon.
Total deposits increased $9.6 million,
or less than 1% to $1.212 billion at December 31, 2018. The increase was due to increases in rates paid on core deposits as well
as a new insured cash sweep (“ICS”) product for customers
.
Total stockholders’
equity increased $19.4 million, or 11.9%, to $183.2 million, or 12.35% of total assets at December 31, 2018. The increase in total
stockholders’ equity was primarily due to current year earnings and the sale of Avon.
CRITICAL ACCOUNTING POLICIES
The Company’s consolidated financial
statements are prepared in accordance with GAAP and follow general practices within the industries in which it operates. Application
of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the
financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as
of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different
estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions,
and judgments and as such have a greater possibility of producing results that could be materially different than originally reported.
Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when
a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or
valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying
assets and liabilities at fair value inherently result in more financial statement volatility. The fair values and the information
used to record valuation adjustments for certain assets and liabilities are based on quoted market prices, collateral value or
are provided by other third-party sources, when available.
The most significant accounting policies
that the Company follows are presented in Note 1 to the Consolidated Financial Statements. These policies, along with the disclosures
presented in the notes to the financial statements and in this discussion, provide information on how significant assets and liabilities
are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity
of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has determined
that the accounting policies with respect to the allowance for credit losses, goodwill and other intangible assets, deferred tax
assets, and fair value are critical accounting policies. These policies are considered critical because they relate to accounting
areas that require the most subjective or complex judgments, and, as such, could be most subject to revision as new information
becomes available.
The allowance for credit losses represents
management’s estimate of credit losses inherent in the loan portfolio as of the balance sheet date. Determining the amount
of the allowance for credit losses is considered a critical accounting estimate because it requires significant judgment and the
use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of
homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which
may be susceptible to significant change. The loan portfolio also represents the largest asset type on the consolidated balance
sheets. Note 1 to the Consolidated Financial Statements describes the methodology used to determine the allowance for credit losses.
A discussion of the factors driving changes in the amount of the allowance for credit losses is included in the Asset Quality
- Provision for Credit Losses and Risk Management section below.
Goodwill represents the excess of the
cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that
also lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the
asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. Goodwill
and other intangible assets are required to be recorded at fair value at inception. Determining fair value is subjective, requiring
the use of estimates, assumptions and management judgment. Goodwill and other intangible assets with indefinite lives are tested
at least annually for impairment, usually during the third quarter, or on an interim basis if circumstances dictate. Intangible
assets that have finite lives are amortized over their estimated useful lives and also are subject to impairment testing. Impairment
testing requires that the fair value of each of the Company’s reporting units be compared to the carrying amount of its
net assets, including goodwill. If the fair value of a reporting unit is less than book value, an expense may be required to write
down the related goodwill or purchased intangibles to record an impairment loss. As of December 31, 2018, the Company had only
one banking reporting unit.
Deferred tax assets and liabilities are
determined by applying the applicable federal and state income tax rates to cumulative temporary differences. These temporary
differences represent differences between financial statement carrying amounts and the corresponding tax bases of certain assets
and liabilities. Deferred taxes result from such temporary differences. A valuation allowance, if needed, reduces deferred tax
assets to the expected amount most likely to be realized. Realization of deferred tax assets is dependent on the generation of
a sufficient level of future taxable income, recoverable taxes paid in prior years and tax planning strategies. The Company evaluates
all positive and negative evidence before determining if a valuation allowance is deemed necessary regarding the realization of
deferred tax assets.
The Company measures certain financial
assets and liabilities at fair value, with the measurements made on a recurring or nonrecurring basis. Significant financial instruments
measured at fair value on a recurring basis are investment securities. Impaired loans and other real estate owned are significant
financial instruments measured at fair value on a nonrecurring basis. Fair value is defined as the exchange price that would be
received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants on the measurement date. In determining fair value, the Company
is required to maximize the use of observable inputs and minimize the use of unobservable inputs, reducing subjectivity.
RECENT ACCOUNTING PRONOUNCEMENTS AND
DEVELOPMENTS
Note 1 to the Consolidated Financial Statements
discusses new accounting policies that the Company adopted during 2018 and the expected impact of accounting policies recently
issued or proposed but not yet required to be adopted. To the extent the adoption of new accounting standards materially affects
our financial condition, results of operations or liquidity, the impacts are discussed in the applicable section(s) of this discussion
and Notes to the Consolidated Financial Statements.
RESULTS OF OPERATIONS
Net Interest Income and Net Interest Margin
Net interest income remains the most significant
factor affecting our results of operations. Net interest income represents the excess of interest and fees earned on total average
earning assets (loans, investment securities, federal funds sold and interest-bearing deposits with other banks) over interest
owed on average interest-bearing liabilities (deposits and borrowings). Tax-equivalent net interest income is net interest income
adjusted for the tax-favored status of income from certain loans and investments. As shown in the table below, tax-equivalent
net interest income for 2018 was $50.7 million. This represented a $5.0 million, or 10.9%, increase from 2017, and net interest
income increased $7.3 million, or 19.0%, for 2017 when compared to 2016. The increase in net interest income when comparing 2018
to 2017 was primarily the result of higher average balances on loans. Although the yields on loans remained unchanged between
2018 and 2017, the funding of loan growth with lower yielding assets, coupled with higher yielding investment securities resulted
in a higher overall yield on earning assets. The increase when comparing 2017 to 2016 was due to higher average balances on loans
and lower rates paid on time deposits. When comparing 2018 to 2017, interest income increased $8.0 million while interest expense
increased $3.0 million. When comparing 2017 to 2016, interest income increased $7.2 million while interest expense decreased $130
thousand.
Our net interest margin (i.e., tax-equivalent
net interest income divided by average earning assets) represents the net yield on earning assets minus the cost of liabilities.
The net interest margin is managed through loan and deposit pricing and asset/liability strategies. The net interest margin was
3.74% for 2018 and 3.76% for 2017. The net interest margin decreased when comparing 2018 to 2017 due to the significant increase
in the average balance of loans, higher yields on investment securities, offset by increases in rates paid on deposits and an
increase in short and long-term borrowings. The net interest margin increased when comparing 2017 to 2016 due to an increase in
the average balance of loans and lower rates paid on interest-bearing deposits. The net interest spread, which is the difference
between the average yield on earning assets and the rate paid for interest-bearing liabilities, was 3.57% for 2018, 3.67% for
2017 and 3.46% for 2016.
The following table sets forth the major
components of net interest income, on a tax-equivalent basis, for the years ended December 31, 2018, 2017, and 2016.
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
Average
|
|
|
Interest
|
|
|
Yield/
|
|
|
Average
|
|
|
Interest
|
|
|
Yield/
|
|
|
Average
|
|
|
Interest
|
|
|
Yield/
|
|
(Dollars in thousands)
|
|
Balance
|
|
|
(1)
|
|
|
Rate
|
|
|
Balance
|
|
|
(1)
|
|
|
Rate
|
|
|
Balance
|
|
|
(1)
|
|
|
Rate
|
|
Earning assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans (2) (3)
|
|
$
|
1,153,169
|
|
|
$
|
51,446
|
|
|
|
4.46
|
%
|
|
$
|
983,484
|
|
|
$
|
43,857
|
|
|
|
4.46
|
%
|
|
$
|
825,475
|
|
|
$
|
37,349
|
|
|
|
4.52
|
%
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
|
189,879
|
|
|
|
4,289
|
|
|
|
2.26
|
|
|
|
201,792
|
|
|
|
3,847
|
|
|
|
1.91
|
|
|
|
196,026
|
|
|
|
3,195
|
|
|
|
1.63
|
|
Tax-exempt
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
87
|
|
|
|
5
|
|
|
|
5.42
|
|
|
|
210
|
|
|
|
11
|
|
|
|
5.30
|
|
Federal funds sold
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,764
|
|
|
|
6
|
|
|
|
0.34
|
|
Interest-bearing deposits
|
|
|
14,707
|
|
|
|
286
|
|
|
|
1.94
|
|
|
|
30,819
|
|
|
|
334
|
|
|
|
1.08
|
|
|
|
56,479
|
|
|
|
289
|
|
|
|
0.51
|
|
Total earning assets
|
|
|
1,357,755
|
|
|
|
56,021
|
|
|
|
4.13
|
%
|
|
|
1,216,182
|
|
|
|
48,043
|
|
|
|
3.95
|
%
|
|
|
1,079,954
|
|
|
|
40,850
|
|
|
|
3.78
|
%
|
Cash and due from banks
|
|
|
17,327
|
|
|
|
|
|
|
|
|
|
|
|
15,896
|
|
|
|
|
|
|
|
|
|
|
|
15,844
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
71,110
|
|
|
|
|
|
|
|
|
|
|
|
64,854
|
|
|
|
|
|
|
|
|
|
|
|
53,899
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses
|
|
|
(10,278
|
)
|
|
|
|
|
|
|
|
|
|
|
(9,181
|
)
|
|
|
|
|
|
|
|
|
|
|
(8,555
|
)
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,435,914
|
|
|
|
|
|
|
|
|
|
|
$
|
1,287,751
|
|
|
|
|
|
|
|
|
|
|
$
|
1,141,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
$
|
215,600
|
|
|
|
700
|
|
|
|
0.32
|
%
|
|
$
|
210,139
|
|
|
|
415
|
|
|
|
0.20
|
%
|
|
$
|
194,062
|
|
|
|
234
|
|
|
|
0.12
|
%
|
Money market and savings deposits
|
|
|
378,344
|
|
|
|
1,024
|
|
|
|
0.27
|
|
|
|
339,971
|
|
|
|
417
|
|
|
|
0.12
|
|
|
|
265,323
|
|
|
|
347
|
|
|
|
0.13
|
|
Brokered deposits
|
|
|
14,844
|
|
|
|
315
|
|
|
|
2.12
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Certificates of deposit, $100,000 or more
|
|
|
98,331
|
|
|
|
654
|
|
|
|
0.67
|
|
|
|
118,723
|
|
|
|
605
|
|
|
|
0.51
|
|
|
|
127,468
|
|
|
|
819
|
|
|
|
0.64
|
|
Other time deposits
|
|
|
146,492
|
|
|
|
838
|
|
|
|
0.57
|
|
|
|
152,959
|
|
|
|
805
|
|
|
|
0.53
|
|
|
|
148,671
|
|
|
|
989
|
|
|
|
0.67
|
|
Interest-bearing deposits
|
|
|
853,611
|
|
|
|
3,531
|
|
|
|
0.41
|
|
|
|
821,792
|
|
|
|
2,242
|
|
|
|
0.27
|
|
|
|
735,524
|
|
|
|
2,389
|
|
|
|
0.32
|
|
Short-term borrowings
|
|
|
77,311
|
|
|
|
1,636
|
|
|
|
2.12
|
|
|
|
4,525
|
|
|
|
31
|
|
|
|
0.68
|
|
|
|
5,753
|
|
|
|
14
|
|
|
|
0.24
|
|
Long-term debt
|
|
|
3,616
|
|
|
|
105
|
|
|
|
2.89
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total interest-bearing liabilities
|
|
|
934,538
|
|
|
|
5,272
|
|
|
|
0.56
|
%
|
|
|
826,317
|
|
|
|
2,273
|
|
|
|
0.28
|
%
|
|
|
741,277
|
|
|
|
2,403
|
|
|
|
0.32
|
%
|
Noninterest-bearing deposits
|
|
|
326,677
|
|
|
|
|
|
|
|
|
|
|
|
296,283
|
|
|
|
|
|
|
|
|
|
|
|
241,357
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
5,917
|
|
|
|
|
|
|
|
|
|
|
|
5,410
|
|
|
|
|
|
|
|
|
|
|
|
6,082
|
|
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
168,782
|
|
|
|
|
|
|
|
|
|
|
|
159,741
|
|
|
|
|
|
|
|
|
|
|
|
152,426
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
1,435,914
|
|
|
|
|
|
|
|
|
|
|
$
|
1,287,751
|
|
|
|
|
|
|
|
|
|
|
$
|
1,141,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread
|
|
|
|
|
|
$
|
50,749
|
|
|
|
3.57
|
%
|
|
|
|
|
|
$
|
45,770
|
|
|
|
3.67
|
%
|
|
|
|
|
|
$
|
38,447
|
|
|
|
3.46
|
%
|
Net interest margin
|
|
|
|
|
|
|
|
|
|
|
3.74
|
%
|
|
|
|
|
|
|
|
|
|
|
3.76
|
%
|
|
|
|
|
|
|
|
|
|
|
3.56
|
%
|
(1) All amounts are reported on a tax-equivalent
basis computed using the statutory federal income tax rate of 21% for 2018 and 35% for 2017 and 2016, exclusive of the alternative
minimum tax rate and nondeductible interest expense. The tax-equivalent adjustment amounts used in the above table to compute
yields aggregated $114 thousand in 2018, $242 thousand in 2017 and $198 thousand in 2016.
(2) Average loan balances include nonaccrual
loans.
(3) Interest income on loans includes
amortized loan fees, net of costs, and all are included in the yield calculations.
On a tax-equivalent basis, total interest
income was $56.0 million for 2018 compared to $48.0 million for 2017. The increase in interest income for 2018 compared to 2017
was primarily due to the increase in the average balance of loans coupled with a higher yield on taxable investment securities.
Interest income on taxable investment securities increased $442 thousand or 11.5% in 2018 compared to 2017. For 2018 compared
to 2017, average loans increased $169.7 million and the yield earned on loans remained flat at 4.46%. The increased volume of
loans coupled with a disciplined effort to maintain and attempt to improve rates on new loan originations resulted in an increase
in tax-equivalent interest income of $7.6 million. Also impacting interest income is the accretion of acquisition accounting adjustments
from the branch acquisition in 2017 for loans of $319 thousand and $506 thousand for 2018 and 2017, respectively, which is accounted
for using a level yield method. Excluding average nonaccrual loans, the yield on loans would have been 4.49% for 2018 and 2017
and 4.59% for 2016, respectively.
On a tax-equivalent basis, total interest
income was $48.0 million for 2017 compared to $40.9 million for 2016. The increase in interest income for 2017 compared to 2016
was primarily due to the increase in the average balance of loans coupled with a higher yield on taxable investment securities.
Interest income on taxable investment securities increased $652 thousand or 20.4% in 2017 compared to 2016. In addition, interest-bearing
deposits increased due to three fed fund rate hikes of 25bps during 2017. For 2017 compared to 2016, average loans increased $158.0
million and the yield earned on loans decreased 6 basis points. The increased volume of loans and the higher yield on loans purchased
in the branch acquisition during the second quarter of 2017, outweighed the decline in the yield on originated loans resulting
in an increase in tax-equivalent interest income of $6.5 million. Also impacting interest income is the accretion of acquisition
accounting adjustments from the branch acquisition for loans of $420 thousand which is accounted for using a level yield method.
In addition, the accretion on certificates of deposits acquired from the branch purchase, decreased interest expense by $86 thousand.
As a percentage of total average earning
assets, loans, investment securities, and interest-bearing deposits were 84.9%, 14.0%, and 1.1%, respectively, for 2018 which
reflected an increase in higher-yielding earning assets when compared to 2017. The comparable percentages for 2017 were 80.9%,
16.6%, and 2.5%, respectively, and for 2016 were 76.4%, 18.2%, and 5.4%, respectively. When comparing 2018 to 2017, the overall
increase in average balances of earning assets produced $8.0 million more in interest income the result of a stable yield on loans,
coupled with higher yields on taxable investment securities and interest-bearing deposits, as seen in the Rate/Volume Variance
Analysis below. When comparing 2017 to 2016, the overall increase in average balances of earning assets produced $7.2 million
more in interest income and the decrease in yields on loans were offset by higher yields on taxable investment securities and
interest-bearing deposits which produced $129 thousand more in interest income, as seen in the Rate/Volume Variance Analysis below.
Interest expense was $5.3 million for
2018 compared to $2.3 million for 2017. The increase in interest expense for 2018 was primarily due to increases in short and
long-term borrowings, rates paid on interest-bearing deposits and the addition of brokered deposits. The average balances on short-term
and long-term deposits increased $72.8 million and $3.6 million when compared to 2017, with a rate of 2.12% and 2.89%, respectively.
Additionally, brokered deposits were added during 2018 resulting in an average balance of $14.8 million with a rate of 2.12%.
Both demand deposits and money market/savings deposits experienced growth with increases in the average balances of $5.5 million
and $38.4 million, respectively, while the rates paid on these deposits increased 12 and 15 bps, respectively. Also impacting
interest expense is the accretion of acquisition accounting adjustments from the branch acquisition in 2017 for CD’s of
$275 thousand. The additional funding sources, along with the increase in rates paid on interest-bearing deposits, were necessary
to fund loan growth and remain competitive in the market for core deposits.
Interest expense was $2.3 million for
2017 compared to $2.4 million for 2016. The decline in interest expense for 2017 was primarily due to lower expense on certificates
of deposit and other time deposits. Interest expense on certificates of deposit and other time deposits declined $398 thousand
in 2017 when compared to 2016, the result of a decrease of $4.5 million in average balances and a decline of 13 basis points on
rates paid on these deposits. The decrease in average certificates of deposits and other time deposits reflected the lower rates
due to the Bank not increasing these rates in conjunction with a rising interest rate environment. The decrease in average certificates
of deposit and other time deposits was mostly transitioned to non-interest bearing and money market and savings deposits which
reflected average increases of $54.9 million and $74.6 million, respectively. Also impacting interest expense is the accretion
of acquisition accounting adjustments from the branch acquisition in 2017 for CD’s of $86 thousand.
During 2018, higher rates on interest-bearing
liabilities produced $1.2 million more in interest expense and increased volume produced $1.8 million more in interest expense,
as shown in the table below. In 2017, lower rates on interest-bearing liabilities produced $218 thousand less in interest expense
and increased volume produced $88 thousand more in interest expense.
The following Rate/Volume Variance Analysis
identifies the portion of the changes in tax-equivalent net interest income attributable to changes in volume of average balances
or to changes in the yield on earning assets and rates paid on interest-bearing liabilities. The rate and volume variance for
each category has been allocated on a consistent basis between rate and volume variances, based on a percentage of rate, or volume,
variance to the sum of the absolute two variances.
|
|
2018 over (under) 2017
|
|
|
2017 over (under) 2016
|
|
|
|
Total
|
|
|
Caused By
|
|
|
Total
|
|
|
Caused By
|
|
(Dollars in thousands)
|
|
Variance
|
|
|
Rate
|
|
|
Volume
|
|
|
Variance
|
|
|
Rate
|
|
|
Volume
|
|
Interest income from earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
7,589
|
|
|
$
|
-
|
|
|
$
|
7,589
|
|
|
$
|
6,508
|
|
|
$
|
(504
|
)
|
|
$
|
7,012
|
|
Taxable investment securities
|
|
|
442
|
|
|
|
679
|
|
|
|
(237
|
)
|
|
|
652
|
|
|
|
560
|
|
|
|
92
|
|
Tax-exempt investment securities
|
|
|
(5
|
)
|
|
|
-
|
|
|
|
(5
|
)
|
|
|
(6
|
)
|
|
|
-
|
|
|
|
(6
|
)
|
Federal funds sold
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(6
|
)
|
|
|
(3
|
)
|
|
|
(3
|
)
|
Interest-bearing deposits
|
|
|
(48
|
)
|
|
|
181
|
|
|
|
(229
|
)
|
|
|
45
|
|
|
|
76
|
|
|
|
(31
|
)
|
Total interest income
|
|
|
7,978
|
|
|
|
860
|
|
|
|
7,118
|
|
|
|
7,193
|
|
|
|
129
|
|
|
|
7,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on deposits and borrowed funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits
|
|
|
285
|
|
|
|
275
|
|
|
|
10
|
|
|
|
181
|
|
|
|
163
|
|
|
|
18
|
|
Money market and savings deposits
|
|
|
607
|
|
|
|
566
|
|
|
|
41
|
|
|
|
70
|
|
|
|
(28
|
)
|
|
|
98
|
|
Brokered deposits
|
|
|
315
|
|
|
|
-
|
|
|
|
315
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Time deposits
|
|
|
82
|
|
|
|
173
|
|
|
|
(91
|
)
|
|
|
(398
|
)
|
|
|
(372
|
)
|
|
|
(26
|
)
|
Short-term borrowings
|
|
|
1,605
|
|
|
|
186
|
|
|
|
1,419
|
|
|
|
17
|
|
|
|
19
|
|
|
|
(2
|
)
|
Long-term debt
|
|
|
105
|
|
|
|
-
|
|
|
|
105
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total interest expense
|
|
|
2,999
|
|
|
|
1,200
|
|
|
|
1,799
|
|
|
|
(130
|
)
|
|
|
(218
|
)
|
|
|
88
|
|
Net interest income
|
|
$
|
4,979
|
|
|
$
|
(340
|
)
|
|
$
|
5,319
|
|
|
$
|
7,323
|
|
|
$
|
347
|
|
|
$
|
6,976
|
|
Noninterest Income
Noninterest income, excluding discontinued
operations, increased $813 thousand, or 9.9%, in 2018 when compared to 2017. The increase in noninterest income in 2018 when compared
to 2017 was primarily due to increases in service charges on deposit accounts of $251 thousand, other fees on bank services of
$542 thousand included in other noninterest income and trust and investment fee income of $25 thousand.
The following table summarizes our noninterest
income from continuing operations for the years ended December 31.
|
|
Years Ended
|
|
|
Change from Prior Year
|
|
|
|
|
|
|
|
|
|
|
|
|
2018/ 17
|
|
(Dollars in thousands)
|
|
|
2018
|
|
|
|
2017
|
|
|
|
Amount
|
|
|
|
Percent
|
|
Service charges on deposit accounts
|
|
$
|
3,879
|
|
|
$
|
3,628
|
|
|
$
|
251
|
|
|
|
6.9
|
%
|
Trust and investment fee income
|
|
|
1,557
|
|
|
|
1,532
|
|
|
|
25
|
|
|
|
1.6
|
|
Gains on sales and calls of investment securities
|
|
|
-
|
|
|
|
5
|
|
|
|
(5
|
)
|
|
|
-
|
|
Other noninterest income
|
|
|
3,577
|
|
|
|
3,035
|
|
|
|
542
|
|
|
|
17.9
|
|
Total
|
|
$
|
9,013
|
|
|
$
|
8,200
|
|
|
$
|
813
|
|
|
|
9.9
|
|
Noninterest income from discontinued operations, excluding
the gain on sale, decreased $47 thousand, or less than 1% when compared to 2017. The decrease in noninterest income was primarily
in an insurance investment which reported a gain of $191 thousand in 2018 compared to a gain of $428 thousand in 2017, partially
offset by an increase in insurance agency commissions of $169 thousand. The sale of the insurance subsidiary resulted in a net
gain of $12.7 million for 2018.
Noninterest Expense
Noninterest expense, excluding discontinued
operations, increased $3.2 million, or 9.5%, in 2018 when compared to 2017. The increase in noninterest expense in 2018 when compared
to 2017 was primarily due to the cost of operating four additional branches and a loan production office for an entire year which
caused increases in almost all noninterest expense line items, offset by lower fees for data processing due to renegotiating the
core processor contract in 2018, a decline in net other real estate owned expenses and lower legal/professional fees compared
to the elevated fees in 2017 related to the branch acquisition. The most significant increases absent the operational costs from
the additional branches were in salaries and wages due to accrued bonuses, incentive equity programs and a full year of pay increases
from 2017 and higher employer benefits due to more full-time employees and increased health care premiums.
The Company had 343 full-time equivalent
employees at December 31, 2018, 327 full-time equivalent employees at December 31, 2017 and 287 full-time equivalent employees
at December 31, 2016.
The following table summarizes our noninterest expense from
continuing operations for the years ended December 31.
|
|
Years Ended
|
|
|
Change from Prior Year
|
|
|
|
|
|
|
|
|
|
|
|
|
2018/ 17
|
|
(Dollars in thousands)
|
|
|
2018
|
|
|
|
2017
|
|
|
|
Amount
|
|
|
|
Percent
|
|
Salaries and wages
|
|
$
|
16,535
|
|
|
$
|
15,080
|
|
|
$
|
1,455
|
|
|
|
9.6
|
%
|
Employee benefits
|
|
|
4,001
|
|
|
|
3,551
|
|
|
|
450
|
|
|
|
12.7
|
|
Occupancy expense
|
|
|
2,622
|
|
|
|
2,335
|
|
|
|
287
|
|
|
|
12.3
|
|
Furniture and equipment expense
|
|
|
950
|
|
|
|
906
|
|
|
|
44
|
|
|
|
4.9
|
|
Data processing
|
|
|
3,331
|
|
|
|
3,561
|
|
|
|
(230
|
)
|
|
|
(6.5
|
)
|
Directors' fees
|
|
|
556
|
|
|
|
380
|
|
|
|
176
|
|
|
|
46.3
|
|
Amortization of intangible assets
|
|
|
866
|
|
|
|
231
|
|
|
|
635
|
|
|
|
274.9
|
|
FDIC insurance premium expense
|
|
|
771
|
|
|
|
599
|
|
|
|
172
|
|
|
|
28.7
|
|
Other real estate owned expenses, net
|
|
|
353
|
|
|
|
272
|
|
|
|
81
|
|
|
|
29.8
|
|
Legal and professional fees
|
|
|
1,981
|
|
|
|
2,254
|
|
|
|
(273
|
)
|
|
|
(12.1
|
)
|
Other noninterest expenses
|
|
|
4,865
|
|
|
|
4,471
|
|
|
|
394
|
|
|
|
8.8
|
|
Total
|
|
$
|
36,831
|
|
|
$
|
33,640
|
|
|
$
|
3,191
|
|
|
|
9.5
|
|
Income Taxes
The Company reported an income tax expense
for continuing operations of $5.4 million for 2018, compared to an income tax expense of $8.7 million for 2017. The effective
tax rate for continuing operations was 25.4% for 2018 and 48.6% for 2017. The Company’s effective tax rate decreased for
2018 from 2017 due to the enactment of the Tax Act which reduced the U.S. statutory corporate tax rate from 35% to 21%. Please
refer to Note 16 of the Notes to Consolidated Financial Statements included in Part II of this Annual Report on Form 10-K for
further information.
REVIEW OF FINANCIAL CONDITION
Asset and liability composition, capital
resources, asset quality, market risk, interest sensitivity and liquidity are all factors that affect our financial condition.
The following sections discuss each of these factors.
Assets
Interest-Bearing Deposits with Other Banks and Federal Funds
Sold
The Company invests excess cash balances
(i.e., the excess cash remaining after funding loans and investing in securities with deposits and borrowings) in interest-bearing
accounts and federal funds sold offered by our correspondent banks. These liquid investments are maintained at a level that management
believes is necessary to meet current liquidity needs. Total interest-bearing deposits with other banks increased $40.6 million
from $10.3 million at December 31, 2017 to $50.9 million at December 31, 2018. This significant increase was primarily the result
of receiving $25.2 million from the sale of Avon on December 31, 2018 along with some large payoffs and paydowns of loans at the
end of 2018. Average interest-bearing deposits with other banks decreased $16.1 million in 2018 when compared to 2017. The decrease
in 2018 was due to higher period-end and average balances on loans which absorbed the excess liquidity in both average interest-bearing
deposits with other banks and average balances on deposits.
Investment Securities
The investment portfolio is structured
to provide us with liquidity and also plays an important role in the overall management of interest rate risk. Investment securities
available for sale are stated at estimated fair value based on quoted prices and may be sold as part of the asset/liability management
strategy or which may be sold in response to changing interest rates. Net unrealized holding gains and losses on available for
sale debt securities are reported net of related income taxes as accumulated other comprehensive income, a separate component
of stockholders’ equity. Investment securities in the held to maturity category are stated at cost adjusted for amortization
of premiums and accretion of discounts. We have the intent and current ability to hold such securities until maturity. At December
31, 2018, 96% of the portfolio was classified as available for sale and 4% as held to maturity, similar to the 97% and 3%, respectively,
at December 31, 2017. The percentage of securities designated as available for sale reflects the amount that management believes
is needed to support our anticipated growth and liquidity needs. With the exception of municipal securities and equity securities,
our general practice is to classify all newly-purchased debt securities as available for sale. On December 15, 2016, the Company
bought $3.0 million in subordinated notes from a local regional bank which it intends to hold to maturity of December 30, 2026.
We do not typically invest in derivative securities and held no such investments at December 31, 2018 or December 31, 2017. Total
investment securities decreased $38.7 million from $206.9 million at December 31, 2017 to $168.2 million at December 31, 2018.
Average investment securities decreased $12.0 million in 2018, which was used to partially fund loan growth during 2018.
Investment securities available for sale
were $154.4 million at the end of 2018 and $197.0 million at the end of 2017. There were no purchases of available for sale securities
in 2018, while investment activity for 2017 included purchases of $53.5 million in mortgage-backed securities and $31.0 million
in U.S. Government agencies. At year-end 2018, 21.0% of the available for sale securities in the portfolio were U.S. Government
agencies and 79.0% of the securities were mortgage-backed securities, compared to 22.3% and 74.3%, respectively, at year-end 2017.
As seen in the table below, 19% of the available-for-sale portfolio will mature in over one through five years and 38% will mature
in over ten years based on contractual maturities. The comparable amounts for 2017 were 38% and 57%, respectively. Our investments
in mortgage-backed securities are issued or guaranteed by U.S. Government agencies or government-sponsored agencies.
Investment securities held to maturity
totaled $6.0 million at December 31, 2018. The comparable amount was $6.2 million at December 31, 2017.
The following table sets forth the maturities
and weighted average yields of the bond investment portfolio as of December 31, 2018.
|
|
1 Year or Less
|
|
|
1-5 Years
|
|
|
5-10 Years
|
|
|
Over 10 Years
|
|
|
|
Carrying
|
|
|
Average
|
|
|
Carrying
|
|
|
Average
|
|
|
Carrying
|
|
|
Average
|
|
|
Carrying
|
|
|
Average
|
|
(Dollars in thousands)
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and Government agencies
|
|
$
|
5,919
|
|
|
|
1.31
|
%
|
|
$
|
26,443
|
|
|
|
1.70
|
%
|
|
$
|
-
|
|
|
|
-
|
%
|
|
$
|
-
|
|
|
|
-
|
%
|
Mortgage-backed
|
|
|
-
|
|
|
|
-
|
|
|
|
2,278
|
|
|
|
1.49
|
|
|
|
61,292
|
|
|
|
2.19
|
|
|
|
58,500
|
|
|
|
2.36
|
|
Total available for sale
|
|
$
|
5,919
|
|
|
|
1.31
|
|
|
$
|
28,721
|
|
|
|
1.68
|
|
|
$
|
61,292
|
|
|
|
2.19
|
|
|
$
|
58,500
|
|
|
|
2.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
|
$
|
-
|
|
|
|
-
|
%
|
|
$
|
-
|
|
|
|
-
|
%
|
|
$
|
-
|
|
|
|
-
|
%
|
|
$
|
1,642
|
|
|
|
2.06
|
%
|
States and political
subdivisions
1
|
|
|
500
|
|
|
|
4.34
|
|
|
|
400
|
|
|
|
5.00
|
|
|
|
501
|
|
|
|
5.38
|
|
|
|
-
|
|
|
|
-
|
|
Other Debt Securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,000
|
|
|
|
6.50
|
|
|
|
-
|
|
|
|
-
|
|
Total held to maturity
|
|
$
|
500
|
|
|
|
4.34
|
|
|
$
|
400
|
|
|
|
5.00
|
|
|
$
|
3,501
|
|
|
|
6.34
|
|
|
$
|
1,642
|
|
|
|
2.06
|
|
1
Yields have been adjusted to reflect a tax equivalent basis using the statutory federal tax rate of 21%.
Loans
The loan portfolio is the primary source
of our income. Loans totaled $1.2 billion at December 31, 2018, an increase of $101.8 million, or 9.3%, from 2017. Most of our
loans are secured by real estate and are classified as construction, residential or commercial real estate loans. The increase
in loans was comprised of increases in commercial real estate loans of $58.5 million, or 12.6%, residential real estate loans
of $30.4 million, or 7.6%, commercial loans, which include financial and agricultural loans, of $10.2 million, or 10.5%, construction
loans of $1.8 million, or 1.5% and consumer loans of $867 thousand, or 13.5% at December 31, 2018 compared to December 31, 2017.
At December 31, 2018, the loan portfolio was comprised of 10.7% construction, 35.9% residential real estate and 43.8% commercial
real estate. That compares to 11.5%, 36.5% and 42.5%, respectively, at December 31, 2017. Commercial and consumer loans were 9.0%
and 0.6%, respectively, of the portfolio at December 31, 2018 and 8.9% and 0.6%, respectively, at December 31, 2017. At December
31, 2018, 73.3% of the loan portfolio had fixed interest rates and 26.7% had adjustable interest rates, compared to 74.2% and
25.8%, respectively, at December 31, 2017. See the discussion below under the caption “Asset Quality - Provision for Credit
Losses and Risk Management” and Note 5, “Loans and Allowance for Credit Losses”, in the Notes to Consolidated
Financial Statements for additional information. At December 31, 2018 and 2017, the Company did not have any loans held for sale.
We do not engage in foreign or subprime lending activities.
The table below sets forth trends in the
composition of the loan portfolio over the past five years (including net deferred loan fees/costs).
|
|
December 31,
|
|
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Construction
|
|
$
|
127,572
|
|
|
|
10.7
|
%
|
|
$
|
125,746
|
|
|
|
11.5
|
%
|
|
$
|
84,002
|
|
|
|
9.6
|
%
|
|
$
|
85,632
|
|
|
|
10.8
|
%
|
|
$
|
69,157
|
|
|
|
9.7
|
%
|
Residential real estate
|
|
|
429,560
|
|
|
|
35.9
|
|
|
|
399,190
|
|
|
|
36.5
|
|
|
|
325,768
|
|
|
|
37.4
|
|
|
|
307,063
|
|
|
|
38.6
|
|
|
|
273,336
|
|
|
|
38.5
|
|
Commercial real estate
|
|
|
523,427
|
|
|
|
43.8
|
|
|
|
464,887
|
|
|
|
42.5
|
|
|
|
382,681
|
|
|
|
43.9
|
|
|
|
330,253
|
|
|
|
41.5
|
|
|
|
305,788
|
|
|
|
43.0
|
|
Commercial
|
|
|
107,522
|
|
|
|
9.0
|
|
|
|
97,284
|
|
|
|
8.9
|
|
|
|
72,435
|
|
|
|
8.3
|
|
|
|
64,911
|
|
|
|
8.2
|
|
|
|
52,671
|
|
|
|
7.4
|
|
Consumer
|
|
|
7,274
|
|
|
|
0.6
|
|
|
|
6,407
|
|
|
|
0.6
|
|
|
|
6,639
|
|
|
|
0.8
|
|
|
|
7,255
|
|
|
|
0.9
|
|
|
|
9,794
|
|
|
|
1.4
|
|
Total
|
|
$
|
1,195,355
|
|
|
|
100.0
|
%
|
|
$
|
1,093,514
|
|
|
|
100.0
|
%
|
|
$
|
871,525
|
|
|
|
100.0
|
%
|
|
$
|
795,114
|
|
|
|
100.0
|
%
|
|
$
|
710,746
|
|
|
|
100.0
|
%
|
The table below sets forth the maturities and interest rate
sensitivity of the loan portfolio at December 31, 2018.
|
|
|
|
|
Maturing after
|
|
|
|
|
|
|
|
|
|
Maturing
|
|
|
one but within
|
|
|
Maturing after
|
|
|
|
|
(Dollars in thousands)
|
|
within one year
|
|
|
five years
|
|
|
five years
|
|
|
Total
|
|
Construction
|
|
$
|
71,103
|
|
|
$
|
48,277
|
|
|
$
|
8,192
|
|
|
$
|
127,572
|
|
Residential real estate
|
|
|
44,502
|
|
|
|
70,762
|
|
|
|
314,296
|
|
|
|
429,560
|
|
Commercial real estate
|
|
|
58,553
|
|
|
|
240,133
|
|
|
|
224,741
|
|
|
|
523,427
|
|
Commercial
|
|
|
16,801
|
|
|
|
34,936
|
|
|
|
55,785
|
|
|
|
107,522
|
|
Consumer
|
|
|
2,237
|
|
|
|
3,062
|
|
|
|
1,975
|
|
|
|
7,274
|
|
Total
|
|
$
|
193,196
|
|
|
$
|
397,170
|
|
|
$
|
604,989
|
|
|
$
|
1,195,355
|
|
Rate terms:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-interest rate loans
|
|
$
|
22,850
|
|
|
$
|
17,200
|
|
|
$
|
279,230
|
|
|
$
|
319,280
|
|
Adjustable-interest rate loans
|
|
|
170,346
|
|
|
|
379,970
|
|
|
|
325,759
|
|
|
|
876,075
|
|
Total
|
|
$
|
193,196
|
|
|
$
|
397,170
|
|
|
$
|
604,989
|
|
|
$
|
1,195,355
|
|
Liabilities
Deposits
The Bank uses deposits primarily to fund
loans and to purchase investment securities. Total deposits increased from $1.20 billion at December 31, 2017 to $1.21 billion
at December 31, 2018. The increase is the result of having $22.1 million in brokered deposits and an increase in noninterest bearing
deposits of $2.1 million, which was partially offset by the $14.7 million decline in interest-bearing deposits. Average interest-bearing
deposits increased $31.8 million, or 3.9%, in 2018, compared to an increase of $86.3 million, or 11.7% in 2017. Average certificates
of deposit and other time deposits decreased $26.9 million, or 9.9% in 2018, compared to a decrease of $4.5 million, or 1.6% in
2017. Average noninterest-bearing deposits increased $30.4 million, or 10.3%, in 2018, compared to an increase of $54.9 million,
or 22.8% in 2017. Deposits provided funding for approximately 86.9% and 91.9% of average earning assets for 2018 and 2017, respectively.
Average deposits increased for 2017 primarily
in noninterest-bearing deposits of $54.9 million as well as an increase in interest-bearing transaction accounts of $90.7 million,
partially offset by a decline in certificates of deposit and other time deposits of $4.5 million. The increase was primarily the
result of the deposits acquired in the branch purchase which had a balance of $187.0 million at December 31, 2017.
The following table sets forth the average
balances of deposits and the percentage of each category to total average deposits for the years ended December 31.
|
|
Average Balances
|
|
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Noninterest-bearing demand
|
|
$
|
326,677
|
|
|
|
27.7
|
%
|
|
$
|
296,283
|
|
|
|
26.5
|
%
|
|
$
|
241,357
|
|
|
|
24.7
|
%
|
Interest-bearing deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand
|
|
|
215,600
|
|
|
|
18.3
|
|
|
|
210,139
|
|
|
|
18.8
|
|
|
|
194,062
|
|
|
|
19.9
|
|
Money market and savings
|
|
|
378,344
|
|
|
|
32.0
|
|
|
|
339,971
|
|
|
|
30.4
|
|
|
|
265,323
|
|
|
|
27.2
|
|
Brokered deposits
|
|
|
14,844
|
|
|
|
1.3
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Certificates of deposit, $100,000 to $249,999
|
|
|
74,652
|
|
|
|
6.3
|
|
|
|
91,373
|
|
|
|
8.2
|
|
|
|
98,397
|
|
|
|
10.1
|
|
Certificates of deposit, $250,000 or more
|
|
|
23,679
|
|
|
|
2.0
|
|
|
|
27,350
|
|
|
|
2.4
|
|
|
|
29,071
|
|
|
|
3.0
|
|
Other time deposits
|
|
|
146,492
|
|
|
|
12.4
|
|
|
|
152,959
|
|
|
|
13.7
|
|
|
|
148,671
|
|
|
|
15.2
|
|
Total
|
|
$
|
1,180,288
|
|
|
|
100.0
|
%
|
|
$
|
1,118,075
|
|
|
|
100.0
|
%
|
|
$
|
976,881
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth the maturity
ranges of certificates of deposit with balances of $250,000 or more as of December 31, 2018.
(Dollars in thousands)
|
|
|
|
Three months or less
|
|
$
|
2,216
|
|
Over three through 6 months
|
|
|
2,970
|
|
Over 6 through 12 months
|
|
|
6,038
|
|
Over 12 months
|
|
|
15,528
|
|
Total
|
|
$
|
26,752
|
|
Short-Term Borrowings
Short-term borrowings generally consist
of securities sold under agreements to repurchase and short-term borrowings from the FHLB. Securities sold under agreements to
repurchase are issued in conjunction with cash management services for commercial depositors. We also borrow from the FHLB on
a short-term basis and occasionally borrow from correspondent banks under federal fund lines of credit arrangements to meet short-term
liquidity needs. At December 31, 2018 and December 31, 2017 short-term borrowings included advances and repurchase agreements.
The average balance of short-term borrowings
increased $72.8 million, or 1,608.5%, in 2018, while the average balance decreased $1.2 million, or 21.3%, in 2017. Short-term
borrowings were used to supplement deposits as a funding source in 2018, whereas borrowings in 2017 were due to significant loan
closings and related funding late in December of 2017.
The following table sets forth our position
with respect to short-term borrowings.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
Interest
|
|
|
|
|
|
Interest
|
|
(Dollars in thousands)
|
|
Balance
|
|
|
Rate
|
|
|
Balance
|
|
|
Rate
|
|
|
Balance
|
|
|
Rate
|
|
Average outstanding for the year
|
|
$
|
77,311
|
|
|
|
2.12
|
%
|
|
$
|
4,525
|
|
|
|
0.68
|
%
|
|
$
|
5,753
|
|
|
|
0.24
|
%
|
Outstanding at year end
|
|
|
60,812
|
|
|
|
2.62
|
|
|
|
21,734
|
|
|
|
1.36
|
|
|
|
3,203
|
|
|
|
0.25
|
|
Maximum outstanding at any month end
|
|
|
113,418
|
|
|
|
-
|
|
|
|
21,734
|
|
|
|
-
|
|
|
|
9,877
|
|
|
|
-
|
|
Long-Term Debt
The Company uses long-term borrowings
to meet longer term liquidity needs, specifically to fund loan growth when liquidity from deposit growth is not sufficient. The
Company had $15.0 million outstanding at the end of 2018 and $0 at the end of 2017. The $15.0 million in fixed rate long-term
borrowings from Federal Home Loan Bank carries an interest rate of 2.82% and will mature in April 2020.
Capital Resources Management
Total stockholders’ equity for the
Company was $183.2 million at December 31, 2018, compared to $163.7 million at December 31, 2017. The increase in stockholders’
equity in 2018 was primarily due to net income during the year and the sale of Avon, which was partially offset by dividends paid
to common stockholders. The ratio of period-end equity to total assets was 12.35% for 2018, as compared to 11.75% for 2017. This
ratio increased primarily due to the significant increase in stockholders’ equity due to the sale of Avon.
We record unrealized holding gains (losses), net of tax, on
investment securities available for sale as accumulated other comprehensive income (loss), a separate component of stockholders’
equity. At December 31, 2018, the portion of the investment portfolio designated as “available for sale” had net unrealized
holding (losses), net of tax, of ($3.0) million compared to net unrealized holding (losses), net of tax, of $(1.3) million at
December 31, 2017.
In August of 2018 the Economic Growth, Regulatory Relief, and
Consumer Protection Act (“EGRRCPA”) directed the FRB to revise the Small Bank Holding Company Policy Statement to
raise the total consolidated asset limit in the Policy Statement from $1 billion to $3 billion. The Company meets the conditions
of the revised policy statement and is, therefore, exempt from the consolidated capital requirements at December 31, 2018.
The following table compares the Bank’s capital ratios
to the minimum regulatory requirements as of December 31, 2018, 2017 and 2016.
|
|
|
|
|
|
|
|
|
|
|
Minimum
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory
|
|
|
|
|
|
|
|
|
|
|
|
|
Requirements
|
|
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
for 2018
|
|
Common equity Tier 1 capital
|
|
$
|
140,265
|
|
|
$
|
126,751
|
|
|
$
|
122,543
|
|
|
|
|
|
Tier 1 capital
|
|
|
140,265
|
|
|
|
126,751
|
|
|
|
122,543
|
|
|
|
|
|
Tier 2 capital
|
|
|
10,644
|
|
|
|
10,082
|
|
|
|
9,027
|
|
|
|
|
|
Total risk-based capital
|
|
|
150,909
|
|
|
|
136,833
|
|
|
|
131,570
|
|
|
|
|
|
Net risk-weighted assets
|
|
|
1,185,050
|
|
|
|
1,107,074
|
|
|
|
885,206
|
|
|
|
|
|
Adjusted average total assets
|
|
|
1,432,686
|
|
|
|
1,342,484
|
|
|
|
1,126,136
|
|
|
|
|
|
Risk-based capital ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common equity Tier 1
|
|
|
11.84
|
%
|
|
|
11.45
|
%
|
|
|
13.84
|
%
|
|
|
6.38
|
*%
|
Tier 1
|
|
|
11.84
|
|
|
|
11.45
|
|
|
|
13.84
|
|
|
|
7.88
|
*
|
Total capital
|
|
|
12.73
|
|
|
|
12.36
|
|
|
|
14.86
|
|
|
|
9.88
|
*
|
Tier 1 leverage ratio
|
|
|
9.79
|
|
|
|
9.44
|
|
|
|
10.88
|
|
|
|
4.00
|
|
|
*
|
includes phased in capital conservation buffer for 2018
of 1.875%
|
See Note 18 to the Consolidated Financial Statements for further
information about the regulatory capital positions of the Company (December 31, 2017) and the Bank (December 31, 2018 and 2017).
In July 2013, U.S. federal banking agencies
published the Basel III Capital Rules establishing a new comprehensive capital framework for U.S. banking organizations. The Basel
III Capital Rules were effective on January 1, 2015 and were fully phased in on January 1, 2019. On January 1, 2019, the Basel
III Capital Rules required the Company to maintain (i) a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus
a 2.5% “capital conservation buffer,” (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%,
plus the capital conservation buffer, (iii) a minimum ratio of Total capital to risk-weighted assets of at least 8.0%, plus the
capital conservation buffer and (iv) a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets.
The Basel III Capital Rules eliminate the inclusion of certain instruments, such as trust preferred securities, from Tier 1 capital.
Instruments issued prior to May 19, 2010 will be grandfathered for companies with consolidated assets of $15 billion or less.
The capital conservation buffer is designed
to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the
minimum but below the conservation buffer will face constraints on dividends, equity repurchases and compensation based on the
amount of the shortfall. The implementation of the capital conservation buffer began on January 1, 2016 at 0.625% and will be
phased in over a four-year period, increased by that amount on each January 1, until reaching 2.5% on January 1, 2019.
The Basel III Capital Rules also revise
the “prompt corrective action” regulations by (i) introducing a CET1 ratio requirement at each level (other than critically
undercapitalized), with the required CET1 ratio being 6.5% for well-capitalized status and (ii) increasing the minimum Tier 1
capital ratio requirement for each category (other than critically undercapitalized), with the minimum Tier 1 capital ratio for
well-capitalized status being 8% (as compared to the prior 6%). The Basel III Capital Rules do not change the total risk-based
capital requirement for any prompt corrective action category.
The Bank currently meets all capital adequacy requirements
under the Basel III Capital Rules. For additional information regarding the Basel III Capital Rules, see “Business - Supervision
and Regulation - Capital Requirements.”
Asset Quality - Provision for Credit Losses and Risk Management
Originating loans involves a degree of
risk that credit losses will occur in varying amounts according to, among other factors, the types of loans being made, the credit-worthiness
of the borrowers over the terms of the loans, the quality of the collateral for the loans, if any, as well as general economic
conditions. Through the Company’s and the Bank’s Asset/Liability Management Committees, the Company’s Audit
Committee and the Company’s Board actively reviews critical risk positions, including credit, market, liquidity and operational
risk. The Company’s goal in managing risk is to reduce earnings volatility, control exposure to unnecessary risk, and ensure
appropriate returns for risk assumed. Senior members of management actively manage risk at the product level, supplemented with
corporate level oversight through the Asset/Liability Management Committee and internal audit function. The risk management structure
is designed to identify risk through a systematic process, enabling timely and appropriate action to avoid and mitigate risk.
Credit risk is mitigated through loan
portfolio diversification, limiting exposure to any single industry or customer, collateral protection, and prudent lending policies
and underwriting criteria. The following discussion provides information and statistics on the overall quality of the Company’s
loan portfolio. Note 1 to the Consolidated Financial Statements describes the accounting policies related to nonperforming loans
(nonaccrual and delinquent 90 days or more), TDRs and loan charge-offs and describes the methodologies used to develop the allowance
for credit losses, including the specific, formula and unallocated components (also discussed below). Management believes the
policies governing nonperforming loans, TDRs and charge-offs are consistent with regulatory standards. The amount of the allowance
for credit losses and the resulting provision are reviewed monthly by senior members of management and approved quarterly by the
Board of Directors.
The allowance is increased by provisions
for credit losses charged to expense and recoveries of loans previously charged off. It is decreased by loans charged off in the
current period. Loans, or portions thereof, are charged off when considered uncollectible by management. Provisions for credit
losses are made to bring the allowance for credit losses within the range of balances that are considered appropriate.
The adequacy of the allowance for credit
losses is determined based on management’s estimate of the inherent risks associated with lending activities, estimated
fair value of collateral, past experience and present indicators such as loan delinquency trends, nonaccrual loans and current
market conditions. Management believes the current allowance is adequate to provide for probable losses inherent in our loan portfolio;
however, future changes in the composition of the loan portfolio and financial condition of borrowers may result in additions
to the allowance. Examination of the portfolio and allowance by various regulatory agencies and consultants engaged by the Company
may result in the need for additional provisions based on information available at the time of the examination. The Bank maintains
a separate allowance for credit losses, which is only available to absorb losses from their respective loan portfolios. The allowance
set by the Bank is subject to regulatory examination and determination as to its adequacy.
The allowance for credit losses is comprised
of three parts: (i) the specific allowance; (ii) the historical formula allowance; and (iii) the qualitative formula allowance.
The specific allowance is established against impaired loans until charge offs are made. Loans are considered impaired (i.e.,
nonaccrual loans and accruing TDRs) when it is probable that the Company will not collect all principal and interest payments
according to the loan’s contractual terms. The qualitative formula allowance is determined based on management’s assessment
of industry trends and economic factors in the markets in which we operate. The determination of the formula allowance involves
a higher risk of uncertainty and considers current risk factors that may not have yet manifested themselves in our historical
loss factors.
The specific allowance is used to individually
allocate an allowance to loans identified as impaired. An impaired loan may involve deficiencies in the borrower’s overall
financial condition, payment history, support available from financial guarantors and/or the fair market value of collateral.
If it is determined that there is a loss associated with an impaired loan, a specific allowance is established until a charge
off is made. Impaired loans, or portions thereof, are charged off when deemed uncollectible.
The historical formula allowance is used
to estimate the loss on internally risk-rated loans, exclusive of those identified as impaired. Loans are grouped by type (construction,
residential real estate, commercial real estate, commercial or consumer). Each loan type is assigned allowance factors based on
management’s estimate of the risk, complexity and size of individual loans within a particular category using average historical
charge-offs by segment over the last 16 quarters, except for 1-4 family residential and consumer loans which use the last 8 quarters.
Loans that are identified as pass-watch, special mention, substandard and doubtful are considered to have elevated credit risk.
The qualitative formula allowance is used
to estimate the loss on loans stemming from more global factors such as delinquencies, loss history, trends in volume and terms
of loans, effects of changes in lending policy, the experience and depth of management, national and local economic trends, concentrations
of credit, the quality of the loan review system and the effect of external factors such as competition and regulatory requirements.
These loans are assigned higher allowance factors than favorably rated loans due to management’s concerns regarding collectability
or management’s knowledge of particular elements regarding the borrower.
On May 19, 2017, the Bank purchased three
branches which resulted in $122.9 million in loans being added to the Bank’s portfolio. Management evaluated expected cash
flows, prepayment speeds and estimated loss factors to measure fair values for the loans acquired. The Bank only acquired loans
which were deemed to be performing loans with no signs of credit deterioration. The Bank re-evaluates these acquired loans quarterly
noting they remained in performing condition, therefore no allowance has been recorded as of December 31, 2018.
As seen in the table below, the provision
for credit losses was $1.7 million for 2018, $2.3 million for 2017 and $1.8 million for 2016. The decrease in the level of provision
for credit losses in 2018 was primarily due to lower net charge-offs and improved credit quality when compared to 2017. Net loan
charge-offs totaled $1.1 million in 2018, $1.2 million in 2017 and $1.4 million in 2016. Real estate loans were 58%, 44% and 75%
of total net loans charged off during 2018, 2017 and 2016, respectively. During 2017, management made a change in methodology
necessary due to the increase in loans migrating to the pass-watch risk rating category and due to the amount of unseasoned growth
in the originated portfolio experienced in 2016 and 2017. The change in methodology resulted in $1.4 million in additional provision
for credit losses for 2017.
The allowance for credit losses was $10.3
million, or 0.99% of average outstanding loans at December 31, 2018, compared to an allowance of $9.8 million, or 0.99% of average
outstanding loans at December 31, 2017. The higher allowance at the end of 2018 when compared to the end of 2017 was the result
of significant growth in the loan portfolio. At December 31, 2016, the allowance for credit losses was $8.7 million, or 1.06%
of average outstanding loans. The ratio of net charge-offs to average loans was 0.10% in 2018, 0.13% in 2017 and 0.17% in 2016.
The overall credit quality declined in
2018 compared to 2017 primarily due to a delinquent agricultural loan which was placed on nonaccrual late in the fourth quarter
of 2018 for approximately $7.5 million. This relationship required a partial charge-off and no additional loss is anticipated
due to collateral values exceeding the outstanding loan and therefore no specific reserve required resulting in no impact on the
allowance for credit losses. Despite this problem credit, accruing TDRs declined $4.7 million when comparing 2018 to 2017 which
reflects continued workout efforts on outstanding problem loans many of which were TDRs and nonperforming assets. When comparing
2018 to 2017 loan risk categories, special mention loans decreased $3.3 million and substandard loans increased $7.3 million.
The decrease in special mention loans were due to continued workout efforts made by the Bank throughout 2018. The increase in
substandard loans was primarily impacted by the delinquent agricultural loan previously mentioned. Management will continue to
monitor and charge off nonperforming assets as rapidly as possible, and focus on the generation of healthy loan growth and new
business development opportunities.
The following table sets forth a summary
of our loan loss experience for the years ended December 31.
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
$
|
9,781
|
|
|
$
|
8,726
|
|
|
$
|
8,316
|
|
|
$
|
7,695
|
|
|
$
|
10,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans charged off
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
(397
|
)
|
|
|
(54
|
)
|
|
|
(615
|
)
|
|
|
(1,058
|
)
|
|
|
(725
|
)
|
Residential real estate
|
|
|
(406
|
)
|
|
|
(445
|
)
|
|
|
(580
|
)
|
|
|
(283
|
)
|
|
|
(2,407
|
)
|
Commercial real estate
|
|
|
(240
|
)
|
|
|
(100
|
)
|
|
|
(503
|
)
|
|
|
(920
|
)
|
|
|
(1,648
|
)
|
Commercial
|
|
|
(441
|
)
|
|
|
(946
|
)
|
|
|
(497
|
)
|
|
|
(396
|
)
|
|
|
(2,389
|
)
|
Consumer
|
|
|
(27
|
)
|
|
|
(32
|
)
|
|
|
(45
|
)
|
|
|
(67
|
)
|
|
|
(163
|
)
|
Total
|
|
|
(1,511
|
)
|
|
|
(1,577
|
)
|
|
|
(2,240
|
)
|
|
|
(2,724
|
)
|
|
|
(7,332
|
)
|
Recoveries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
43
|
|
|
|
30
|
|
|
|
35
|
|
|
|
125
|
|
|
|
149
|
|
Residential real estate
|
|
|
112
|
|
|
|
40
|
|
|
|
298
|
|
|
|
398
|
|
|
|
376
|
|
Commercial real estate
|
|
|
29
|
|
|
|
31
|
|
|
|
25
|
|
|
|
379
|
|
|
|
58
|
|
Commercial
|
|
|
203
|
|
|
|
215
|
|
|
|
428
|
|
|
|
319
|
|
|
|
341
|
|
Consumer
|
|
|
12
|
|
|
|
25
|
|
|
|
16
|
|
|
|
49
|
|
|
|
28
|
|
Total
|
|
|
399
|
|
|
|
341
|
|
|
|
802
|
|
|
|
1,270
|
|
|
|
952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans charged off
|
|
|
(1,112
|
)
|
|
|
(1,236
|
)
|
|
|
(1,438
|
)
|
|
|
(1,454
|
)
|
|
|
(6,380
|
)
|
Provision for credit losses
|
|
|
1,674
|
|
|
|
2,291
|
|
|
|
1,848
|
|
|
|
2,075
|
|
|
|
3,350
|
|
Balance, end of year
|
|
$
|
10,343
|
|
|
$
|
9,781
|
|
|
$
|
8,726
|
|
|
$
|
8,316
|
|
|
$
|
7,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average loans outstanding
|
|
$
|
1,153,169
|
|
|
$
|
983,484
|
|
|
$
|
825,475
|
|
|
$
|
748,101
|
|
|
$
|
707,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of net charge-offs to average loans outstanding during the
year
|
|
|
0.10
|
%
|
|
|
0.13
|
%
|
|
|
0.17
|
%
|
|
|
0.19
|
%
|
|
|
0.90
|
%
|
Percentage of allowance for credit losses at year end to average loans
|
|
|
0.90
|
%
|
|
|
0.99
|
%
|
|
|
1.06
|
%
|
|
|
1.11
|
%
|
|
|
1.09
|
%
|
Percentage of allowance for credit losses at year
end to loans
|
|
|
0.87
|
%
|
|
|
0.89
|
%
|
|
|
1.00
|
%
|
|
|
1.05
|
%
|
|
|
1.08
|
%
|
The following table sets forth the allocation
of the allowance for credit losses and the percentage of loans in each category to total loans for the years ended December 31.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
(Dollars in thousands)
|
|
Amount
|
|
|
Loans
|
|
|
Amount
|
|
|
Loans
|
|
|
Amount
|
|
|
Loans
|
|
|
Amount
|
|
|
Loans
|
|
|
Amount
|
|
|
Loans
|
|
Construction
|
|
$
|
2,662
|
|
|
|
10.7
|
%
|
|
$
|
2,460
|
|
|
|
11.5
|
%
|
|
$
|
2,787
|
|
|
|
9.6
|
%
|
|
$
|
1,646
|
|
|
|
10.8
|
%
|
|
$
|
1,303
|
|
|
|
9.7
|
%
|
Residential real estate
|
|
|
2,353
|
|
|
|
35.9
|
|
|
|
2,284
|
|
|
|
36.5
|
|
|
|
1,953
|
|
|
|
37.4
|
|
|
|
2,181
|
|
|
|
38.6
|
|
|
|
2,834
|
|
|
|
38.5
|
|
Commercial real estate
|
|
|
3,077
|
|
|
|
43.8
|
|
|
|
2,594
|
|
|
|
42.5
|
|
|
|
2,610
|
|
|
|
43.9
|
|
|
|
2,999
|
|
|
|
41.5
|
|
|
|
2,379
|
|
|
|
43.0
|
|
Commercial
|
|
|
1,949
|
|
|
|
9.0
|
|
|
|
2,241
|
|
|
|
8.9
|
|
|
|
1,223
|
|
|
|
8.3
|
|
|
|
558
|
|
|
|
8.2
|
|
|
|
448
|
|
|
|
7.4
|
|
Consumer
|
|
|
302
|
|
|
|
0.6
|
|
|
|
202
|
|
|
|
0.6
|
|
|
|
153
|
|
|
|
0.8
|
|
|
|
156
|
|
|
|
0.9
|
|
|
|
229
|
|
|
|
1.4
|
|
Unallocated
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
776
|
|
|
|
-
|
|
|
|
502
|
|
|
|
-
|
|
Total
|
|
$
|
10,343
|
|
|
|
100.0
|
%
|
|
$
|
9,781
|
|
|
|
100.0
|
%
|
|
$
|
8,726
|
|
|
|
100.0
|
%
|
|
$
|
8,316
|
|
|
|
100.0
|
%
|
|
$
|
7,695
|
|
|
|
100.0
|
%
|
At December 31, 2018, nonperforming assets
were $18.0 million, an increase of $10.6 million, or 143.3%, when compared to December 31, 2017. Accruing TDRs were $8.7 million
at December 31, 2018, a decrease of $4.7 million, or 35.0%, when compared to December 31, 2017. At December 31, 2018, the ratio
of nonaccrual loans to total assets was 1.12%, an increase from 0.36% at December 31, 2017. The ratio of accruing TDRs to total
assets at December 31, 2018 was 0.58%, improving from 0.96% at December 31, 2017. When comparing December 31, 2018 to December
31, 2017, the negative trend in nonperforming assets, as well as the corresponding asset quality ratios, was due to the significant
nonaccrual loan mentioned above. When comparing December 31, 2017 to December 31, 2016, the positive trend in nonperforming assets,
as well as the corresponding asset quality ratios, was due to continued work-out efforts and loan charge-offs. The slight increase
in accruing TDRs from December 31, 2016 to December 31, 2017, was due to legacy nonaccrual TDRs transferring to accruing TDRs
which also represented improving credit quality.
The Company continues to focus on the
resolution of its nonperforming and problem loans. The efforts to accomplish this goal include frequently contacting borrowers
until the delinquency is cured or until an acceptable payment plan has been agreed upon; obtaining updated appraisals; provisioning
for credit losses; charging off loans; transferring loans to other real estate owned; aggressively marketing other real estate
owned; and selling loans. The reduction of nonperforming and problem loans is and will continue to be a high priority for the
Company.
The following table summarizes our nonperforming
assets and accruing TDRs as of December 31.
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Nonperforming assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
2,842
|
|
|
$
|
3,003
|
|
|
$
|
3,818
|
|
|
$
|
7,529
|
|
|
$
|
6,046
|
|
Residential real estate
|
|
|
4,099
|
|
|
|
1,482
|
|
|
|
3,903
|
|
|
|
2,259
|
|
|
|
4,035
|
|
Commercial real estate
|
|
|
9,374
|
|
|
|
149
|
|
|
|
1,152
|
|
|
|
2,022
|
|
|
|
3,121
|
|
Commercial
|
|
|
340
|
|
|
|
337
|
|
|
|
-
|
|
|
|
161
|
|
|
|
141
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
99
|
|
|
|
122
|
|
|
|
123
|
|
Total nonaccrual loans
|
|
|
16,655
|
|
|
|
4,971
|
|
|
|
8,972
|
|
|
|
12,093
|
|
|
|
13,466
|
|
Loans 90 days or more past due and still accruing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Residential real estate
|
|
|
139
|
|
|
|
421
|
|
|
|
-
|
|
|
|
-
|
|
|
|
83
|
|
Commercial real estate
|
|
|
-
|
|
|
|
218
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
10
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
10
|
|
|
|
7
|
|
|
|
4
|
|
Total loans 90 days or more past due and still accruing
|
|
|
139
|
|
|
|
639
|
|
|
|
20
|
|
|
|
7
|
|
|
|
87
|
|
Other real estate owned
|
|
|
1,222
|
|
|
|
1,794
|
|
|
|
2,477
|
|
|
|
4,252
|
|
|
|
3,691
|
|
Total nonperforming assets
|
|
$
|
18,016
|
|
|
$
|
7,404
|
|
|
$
|
11,469
|
|
|
$
|
16,352
|
|
|
$
|
17,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruing TDRs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
51
|
|
|
$
|
3,972
|
|
|
$
|
4,189
|
|
|
$
|
4,069
|
|
|
$
|
4,022
|
|
Residential real estate
|
|
|
4,454
|
|
|
|
4,536
|
|
|
|
3,875
|
|
|
|
5,686
|
|
|
|
6,368
|
|
Commercial real estate
|
|
|
4,158
|
|
|
|
4,818
|
|
|
|
4,936
|
|
|
|
5,740
|
|
|
|
6,237
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
47
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total accruing TDRs
|
|
$
|
8,663
|
|
|
$
|
13,326
|
|
|
$
|
13,000
|
|
|
$
|
15,495
|
|
|
$
|
16,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percent of total loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans
|
|
|
1.39
|
%
|
|
|
0.45
|
%
|
|
|
1.03
|
%
|
|
|
1.52
|
%
|
|
|
1.89
|
%
|
Accruing TDRs
|
|
|
0.72
|
%
|
|
|
1.22
|
%
|
|
|
1.49
|
%
|
|
|
1.95
|
%
|
|
|
2.35
|
%
|
Nonaccrual loans and accruing TDRs
|
|
|
2.12
|
%
|
|
|
1.67
|
%
|
|
|
2.52
|
%
|
|
|
3.47
|
%
|
|
|
4.24
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percent of total loans and other real estate owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming assets
|
|
|
1.51
|
%
|
|
|
0.68
|
%
|
|
|
1.31
|
%
|
|
|
2.05
|
%
|
|
|
2.41
|
%
|
Nonperforming assets and accruing TDRs
|
|
|
2.23
|
%
|
|
|
1.89
|
%
|
|
|
2.80
|
%
|
|
|
3.98
|
%
|
|
|
4.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percent of total assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans
|
|
|
1.12
|
%
|
|
|
0.36
|
%
|
|
|
0.77
|
%
|
|
|
1.07
|
%
|
|
|
1.22
|
%
|
Nonperforming assets
|
|
|
1.21
|
%
|
|
|
0.53
|
%
|
|
|
0.99
|
%
|
|
|
1.44
|
%
|
|
|
1.57
|
%
|
Accruing TDRs
|
|
|
0.58
|
%
|
|
|
0.96
|
%
|
|
|
1.12
|
%
|
|
|
1.37
|
%
|
|
|
1.52
|
%
|
Nonperforming assets and accruing TDRs
|
|
|
1.80
|
%
|
|
|
1.49
|
%
|
|
|
2.11
|
%
|
|
|
2.81
|
%
|
|
|
3.08
|
%
|
Market Risk Management and Interest Sensitivity
The Company's net income is largely dependent
on its net interest income. Net interest income is susceptible to interest rate risk to the extent that interest-bearing
liabilities mature or re-price on a different basis than interest-earning assets. When interest-bearing liabilities mature
or re-price more quickly than interest-earning assets in a given period, a significant increase in market rates of interest could
adversely affect net interest income. Similarly, when interest-earning assets mature or re-price more quickly than interest-bearing
liabilities, falling interest rates could result in a decrease in net interest income. Net interest income is also affected by
changes in the portion of interest-earning assets that are funded by interest-bearing liabilities rather than by other sources
of funds, such as noninterest-bearing deposits and stockholders' equity.
The Company’s interest rate risk
management goals are (1) to increase net interest income at a growth rate consistent with the growth rate of total assets, and
(2) to minimize fluctuations in net interest margin as a percentage of interest-earning assets. Management attempts to achieve
these goals by balancing, within policy limits, the volume of floating-rate liabilities with a similar volume of floating-rate
assets; by keeping the average maturity of fixed-rate asset and liability contracts reasonably matched; by maintaining a pool
of administered core deposits; and by adjusting pricing rates to market conditions on a continuing basis.
The Company’s Board of Directors
has established a comprehensive asset liability management policy, which is administered by management’s Asset Liability
Management Committee (“ALCO”). The policy establishes limits on risk, which are quantitative measures of the percentage
change in net interest income (a measure of net interest income at risk) and the fair value of equity capital (a measure of economic
value of equity or “EVE” at risk) resulting from a hypothetical change in the yield curve of U.S. Treasury interest
rates for maturities from one day to thirty years. The Company evaluates the potential adverse impacts that changing interest
rates may have on its short-term earnings, long-term value, and liquidity by outsourcing simulation analysis through the use of
computer modeling. The simulation model captures optionality factors such as call features and interest rate caps and floors imbedded
in investment and loan portfolio contracts. As with any method of gauging interest rate risk, there are certain shortcomings inherent
in the interest rate modeling methodology used by the Company. When interest rates change, actual movements in different categories
of interest-earning assets and interest-bearing liabilities, loan prepayments, and withdrawals of time and other deposits, may
deviate significantly from assumptions used in the model. As an example, certain money market deposit accounts are assumed to
reprice at 50% of the interest rate change in each of the up rate shock scenarios even though this is not a contractual requirement.
As a practical matter, management would likely lag the impact of any upward movement in market rates on these accounts as a mechanism
to manage the Company’s net interest margin. Finally, the methodology does not measure or reflect the impact that
higher rates may have on adjustable-rate loan customers’ ability to service their debts, or the impact of rate changes on
demand for loan, lease, and deposit products.
The Company presents a current base case
and several alternative simulations at least once a quarter and reports the analysis to the Board of Directors. In addition,
more frequent forecasts could be produced when interest rates are particularly uncertain or when other business conditions so
dictate.
The statement of condition is subject
to quarterly testing for six alternative interest rate shock possibilities to indicate the inherent interest rate risk. Average
interest rates are shocked by +/- 100, 200, 300 and 400 basis points (“bp”), although the Company may elect not to
use particular scenarios that it determines are impractical in a current rate environment. It is management’s goal
to structure the balance sheet so that net interest earnings at risk over a twelve-month period and the economic value of equity
at risk do not exceed policy guidelines at the various interest rate shock levels.
Measures of net interest income at risk
produced by simulation analysis are indicators of an institution’s short-term performance in alternative rate environments.
These measures are typically based upon a relatively brief period, usually one year. They do not necessarily indicate the
long-term prospects or economic value of the institution.
The measures of equity value at risk indicate
the ongoing economic value of the Company by considering the effects of changes in interest rates on all of the Company’s
cash flows, and by discounting the cash flows to estimate the present value of assets and liabilities. The difference between
these discounted values of the assets and liabilities is the economic value of equity (“EVE”), which, in theory, approximates
the fair value of the Company’s net assets.
The following tables present the projected
change in the Bank’s net portfolio at December 31, 2018 and 2017 that would occur upon an immediate change in interest rates
based on independent analysis, but without giving effect to any steps that management might take to counteract that change:
Estimated Changes in Net Interest Income
|
Change in Interest Rates:
|
|
|
+400 bp
|
|
|
|
+300 bp
|
|
|
|
+200 bp
|
|
|
|
+100 bp
|
|
|
|
-100 bp
|
|
|
|
-200 bp
|
|
Policy Limit
|
|
|
40.00
|
%
|
|
|
30.00
|
%
|
|
|
20.00
|
%
|
|
|
10.00
|
%
|
|
|
(10.00
|
)%
|
|
|
(20.00
|
)%
|
December 31, 2018
|
|
|
2.2
|
%
|
|
|
1.6
|
%
|
|
|
1.2
|
%
|
|
|
0.8
|
%
|
|
|
(5.6
|
)%
|
|
|
(12.7
|
)%
|
December 31, 2017
|
|
|
3.2
|
%
|
|
|
2.5
|
%
|
|
|
1.8
|
%
|
|
|
0.9
|
%
|
|
|
(6.9
|
)%
|
|
|
(12.8
|
)%
|
Estimated Changes in Economic Value of Equity (EVE)
|
Change in Interest Rates:
|
|
|
+400 bp
|
|
|
|
+300 bp
|
|
|
|
+200 bp
|
|
|
|
+100 bp
|
|
|
|
-100 bp
|
|
|
|
-200 bp
|
|
Policy Limit
|
|
|
25.00
|
%
|
|
|
20.00
|
%
|
|
|
15.00
|
%
|
|
|
10.00
|
%
|
|
|
(20.00
|
)%
|
|
|
(35.00
|
)%
|
December 31, 2018
|
|
|
(7.0
|
)%
|
|
|
(5.0
|
)%
|
|
|
(2.8
|
)%
|
|
|
(0.6
|
)%
|
|
|
(4.7
|
)%
|
|
|
(12.6
|
)%
|
December 31, 2017
|
|
|
(1.7
|
)%
|
|
|
(0.7
|
)%
|
|
|
0.4
|
%
|
|
|
0.6
|
%
|
|
|
(6.1
|
)%
|
|
|
(17.1
|
)%
|
As with any method of measuring interest rate risk, certain
shortcomings are inherent in the method of analysis presented in the foregoing tables. For example, although certain assets and
liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest
rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable
rate mortgage loans, have features which restrict changes in interest rates on a short-term basis and over the life of the asset.
Further, if interest rates change, expected rates of prepayments on loans and early withdrawals from certificates of deposit could
deviate significantly from those assumed in calculating the tables.
Off-Balance Sheet Arrangements
In the normal course of business, to meet
the financing needs of its customers, the Bank is party to financial instruments with off-balance sheet risk. These financial
instruments include commitments to extend credit and standby letters of credit. The Bank’s exposure to credit loss in the
event of nonperformance by the other party to these financial instruments is represented by the contractual amount of the instruments.
The Bank uses the same credit policies in making commitments and conditional obligations as they use for on-balance sheet instruments.
The Bank generally requires collateral or other security to support the financial instruments with credit risk. The amount of
collateral or other security is determined based on management’s credit evaluation of the counterparty. The Bank evaluates
each customer’s creditworthiness on a case-by-case basis.
Commitments to extend credit are agreements
to lend to a customer as long as there is no violation of any condition established in the contract. Letters of credit are conditional
commitments issued by the Bank to guarantee the performance of a customer to a third party. Letters of credit and other commitments
generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the letters
of credit and commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent
future cash requirements. Further information about these arrangements is provided in Note 22 to the Consolidated Financial Statements.
Management does not believe that any of
the foregoing arrangements have or are reasonably likely to have a current or future effect on our financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Liquidity Management
Liquidity describes our ability to meet
financial obligations that arise during the normal course of business. Liquidity is primarily needed to meet the borrowing and
deposit withdrawal requirements of customers and to fund current and planned expenditures. Liquidity is derived through increased
customer deposits, maturities in the investment portfolio, loan repayments and income from earning assets. To the extent that
deposits are not adequate to fund customer loan demand, liquidity needs can be met in the short-term funds markets. We have arrangements
with correspondent banks whereby we have $15 million available in federal funds lines of credit and a reverse repurchase agreement
available to meet any short-term needs which may not otherwise be funded by the Bank’s portfolio of readily marketable investments
that can be converted to cash. The Bank is also a member of the FHLB, which provides another source of liquidity, and had credit
availability of approximately $154.7 million from the FHLB as of December 31, 2018.
At December 31, 2018, our loan to deposit
ratio was approximately 98.6%, higher than the 90.9% at year-end 2017. Investment securities available for sale totaling $154.4
million at the end of 2018 were available for the management of liquidity and interest rate risk. The comparable amount was $197.0
million at December 31, 2017. Cash and cash equivalents were $67.2 million at December 31, 2018, an increase of $35.4 million,
or 111.3%, compared to the $31.8 million at year-end 2017, which reflects the cash received from the sale of Avon and loan paydowns
in the fourth quarter of 2018. Management is not aware of any demands, commitments, events or uncertainties that will materially
affect our ability to maintain liquidity at satisfactory levels.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
The information required by this item
may be found in Item 7 of Part II of this annual report under the caption “Market Risk Management and Interest Sensitivity”,
which is incorporated herein by reference.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT’S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
Management of Shore Bancshares, Inc. (the
“Company”) is responsible for the preparation, integrity and fair presentation of the consolidated financial statements
included in this annual report. The Company’s consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America and, as such, include some amounts that are based on the best estimates
and judgments of management.
The Company’s management is responsible
for establishing and maintaining adequate internal control over financial reporting. This internal control system is designed
to provide reasonable assurance to management and the Board of Directors regarding the reliability of the Company’s financial
reporting and the preparation and presentation of financial statements for external reporting purposes in conformity with accounting
principles generally accepted in the United States of America, as well as to safeguard assets from unauthorized use or disposition.
The system of internal control over financial reporting is evaluated for effectiveness by management and tested for reliability
through a program of internal audit with actions taken to correct potential deficiencies as they are identified. Because of inherent
limitations in any internal control system, no matter how well designed, misstatement due to error or fraud may occur and not
be detected, including the possibility of the circumvention or overriding of controls. Accordingly, even an effective internal
control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes
in conditions, internal control effectiveness may vary over time.
Management assessed the effectiveness
of the Company’s internal control over financial reporting as of December 31, 2018 based upon criteria set forth in Internal
Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO
Framework).
Based on this assessment and on the foregoing
criteria, management has concluded that, as of December 31, 2018, the Company’s internal control over financial reporting
is effective. Yount, Hyde & Barbour, the Company’s independent registered public accounting firm that audited the financial
statements included in this annual report, has issued a report on the Company’s internal control over financial reporting,
which appears on the following page.
March 15, 2019
/s/ Lloyd L. Beatty, Jr.
|
|
/s/ Edward C. Allen
|
Lloyd L. Beatty, Jr.
|
|
Edward C. Allen
|
President and Chief Executive Officer
|
|
Senior Vice President and Chief Financial Officer
|
(Principal Executive Officer)
|
|
(Principal Financial Officer)
|
Report
of Independent Registered Public Accounting Firm
To
the Stockholders and the Board of Directors
Shore
Bancshares, Inc.
Easton,
Maryland
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Shore Bancshares, Inc. (the Company) as of December 31, 2018 and
2017, the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for
the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal
Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013,
and our report dated March 15, 2019 expressed an unqualified opinion on the effectiveness of the Company's internal control over
financial reporting.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
Yount, Hyde & Barbour, P.C.
|
|
We
have served as the Company's auditor since 2017.
Winchester,
Virginia
March
15, 2019
Report
of Independent Registered Public Accounting Firm
To
the Stockholders and the Board of Directors
Shore
Bancshares, Inc.
Easton,
Maryland
Opinion
on the Internal Control Over Financial Reporting
We
have audited Shore Bancshares, Inc.'s (the Company) internal control over financial reporting as of December 31, 2018, based on
criteria established in
Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations
of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2018, based on criteria established in
Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated balance sheets as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive
income, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated
financial statements of the Company, and our report dated March 15, 2019 expressed an unqualified opinion.
Basis
for Opinion
The
Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting in the accompanying
Management’s Report on Internal
Control Over Financial Reporting
. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that
a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
Definition
and Limitations of Internal Control Over Financial Reporting
A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have
a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/
Yount, Hyde & Barbour, P.C.
|
|
Winchester,
Virginia
March
15, 2019
SHORE BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
December 31,
(In thousands, except share and per share data)
|
|
2018
|
|
|
2017
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
16,294
|
|
|
$
|
21,534
|
|
Interest-bearing deposits with other banks
|
|
|
50,931
|
|
|
|
10,286
|
|
Cash and cash equivalents
|
|
|
67,225
|
|
|
|
31,820
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
Available-for-sale, at fair value
|
|
|
154,432
|
|
|
|
196,955
|
|
Held to maturity, at amortized cost - fair value of $6,000 (2018) and $6,391 (2017)
|
|
|
6,043
|
|
|
|
6,247
|
|
Equity securities, at fair value
|
|
|
1,269
|
|
|
|
-
|
|
Restricted securities
|
|
|
6,476
|
|
|
|
3,735
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
|
1,195,355
|
|
|
|
1,093,514
|
|
Less: allowance for credit losses
|
|
|
(10,343
|
)
|
|
|
(9,781
|
)
|
Loans, net
|
|
|
1,185,012
|
|
|
|
1,083,733
|
|
|
|
|
|
|
|
|
|
|
Premises and equipment, net
|
|
|
22,711
|
|
|
|
22,630
|
|
Goodwill
|
|
|
17,518
|
|
|
|
17,518
|
|
Other intangible assets, net
|
|
|
2,857
|
|
|
|
3,723
|
|
Other real estate owned, net
|
|
|
1,222
|
|
|
|
1,794
|
|
Other assets
|
|
|
17,678
|
|
|
|
14,464
|
|
Assets of discontinued operations
|
|
|
633
|
|
|
|
11,241
|
|
TOTAL ASSETS
|
|
$
|
1,483,076
|
|
|
$
|
1,393,860
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
Noninterest-bearing
|
|
$
|
330,466
|
|
|
$
|
328,322
|
|
Interest-bearing
|
|
|
881,875
|
|
|
|
874,459
|
|
Total deposits
|
|
|
1,212,341
|
|
|
|
1,202,781
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
|
|
60,812
|
|
|
|
21,734
|
|
Long-term borrowings
|
|
|
15,000
|
|
|
|
-
|
|
Other liabilities
|
|
|
8,415
|
|
|
|
4,544
|
|
Liabilities of discontinued operations
|
|
|
3,323
|
|
|
|
1,065
|
|
TOTAL LIABILITIES
|
|
|
1,299,891
|
|
|
|
1,230,124
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Common stock, par value $.01 per share; shares authorized - 35,000,000;
shares issued and outstanding - 12,749,497 (2018) and 12,688,224 (including 15,913 unvested restricted stock) (2017)
|
|
|
127
|
|
|
|
127
|
|
Additional paid in capital
|
|
|
65,434
|
|
|
|
65,256
|
|
Retained earnings
|
|
|
120,574
|
|
|
|
99,662
|
|
Accumulated other comprehensive loss
|
|
|
(2,950
|
)
|
|
|
(1,309
|
)
|
TOTAL STOCKHOLDERS' EQUITY
|
|
|
183,185
|
|
|
|
163,736
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
1,483,076
|
|
|
$
|
1,393,860
|
|
The notes to the consolidated financial statements are an integral
part of these statements.
SHORE BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31,
(In thousands, except per share data)
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
INTEREST INCOME
|
|
|
|
|
|
|
|
|
Interest and fees on loans
|
|
$
|
51,332
|
|
|
$
|
43,617
|
|
Interest and dividends on investment securities:
|
|
|
|
|
|
|
|
|
Taxable
|
|
|
4,289
|
|
|
|
4,009
|
|
Tax-exempt
|
|
|
-
|
|
|
|
3
|
|
Interest on deposits with other banks
|
|
|
286
|
|
|
|
334
|
|
Total interest income
|
|
|
55,907
|
|
|
|
47,963
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE
|
|
|
|
|
|
|
|
|
Interest on deposits
|
|
|
3,531
|
|
|
|
2,242
|
|
Interest on short-term borrowings
|
|
|
1,636
|
|
|
|
31
|
|
Interest on long-term borrowings
|
|
|
105
|
|
|
|
-
|
|
Total interest expense
|
|
|
5,272
|
|
|
|
2,273
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME
|
|
|
50,635
|
|
|
|
45,690
|
|
Provision for credit losses
|
|
|
1,674
|
|
|
|
2,291
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES
|
|
|
48,961
|
|
|
|
43,399
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST INCOME
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts
|
|
|
3,879
|
|
|
|
3,628
|
|
Trust and investment fee income
|
|
|
1,557
|
|
|
|
1,532
|
|
Gains on sales and calls of investment securities
|
|
|
-
|
|
|
|
5
|
|
Other noninterest income
|
|
|
3,577
|
|
|
|
3,035
|
|
Total noninterest income
|
|
|
9,013
|
|
|
|
8,200
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST EXPENSE
|
|
|
|
|
|
|
|
|
Salaries and wages
|
|
|
16,535
|
|
|
|
15,080
|
|
Employee benefits
|
|
|
4,001
|
|
|
|
3,551
|
|
Occupancy expense
|
|
|
2,622
|
|
|
|
2,335
|
|
Furniture and equipment expense
|
|
|
950
|
|
|
|
906
|
|
Data processing
|
|
|
3,331
|
|
|
|
3,561
|
|
Directors' fees
|
|
|
556
|
|
|
|
380
|
|
Amortization of other intangible assets
|
|
|
866
|
|
|
|
231
|
|
FDIC insurance premium expense
|
|
|
771
|
|
|
|
599
|
|
Other real estate owned expenses, net
|
|
|
353
|
|
|
|
272
|
|
Legal and professional fees
|
|
|
1,981
|
|
|
|
2,254
|
|
Other noninterest expenses
|
|
|
4,865
|
|
|
|
4,471
|
|
Total noninterest expense
|
|
|
36,831
|
|
|
|
33,640
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
21,143
|
|
|
|
17,959
|
|
Income tax expense
|
|
|
5,380
|
|
|
|
8,734
|
|
Income from continuing operations
|
|
|
15,763
|
|
|
|
9,225
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations before income taxes
|
|
|
1,421
|
|
|
|
1,826
|
|
Gain on sale of insurance agency
|
|
|
12,736
|
|
|
|
-
|
|
Income tax expense (benefit)
|
|
|
4,923
|
|
|
|
(211
|
)
|
Income from discontinued operations
|
|
|
9,234
|
|
|
|
2,037
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
24,997
|
|
|
$
|
11,262
|
|
|
|
|
|
|
|
|
Basic earnings per common share
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
1.24
|
|
|
$
|
0.73
|
|
Income from discontinued operations
|
|
|
0.72
|
|
|
|
0.16
|
|
Net income
|
|
$
|
1.96
|
|
|
$
|
0.89
|
|
Diluted earnings per common share
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
1.24
|
|
|
$
|
0.73
|
|
Income from discontinued operations
|
|
|
0.72
|
|
|
|
0.16
|
|
Net income
|
|
$
|
1.96
|
|
|
$
|
0.89
|
|
|
|
|
|
|
|
|
|
|
Dividends paid per common share
|
|
$
|
0.32
|
|
|
$
|
0.22
|
|
The notes to the consolidated financial statements are
an integral part of these statements.
SHORE BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31,
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
24,997
|
|
|
$
|
11,262
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss):
|
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
Unrealized holding (losses) on available-for-sale-securities
|
|
|
(2,308
|
)
|
|
|
(150
|
)
|
Tax effect
|
|
|
639
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
Reclassification of (gains) recognized in net income
|
|
|
-
|
|
|
|
(5
|
)
|
Tax effect
|
|
|
-
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
Amortization of unrealized loss on securities transferred from
available-for-sale to held-to-maturity
|
|
|
30
|
|
|
|
30
|
|
Tax effect
|
|
|
(8
|
)
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
Total other comprehensive (loss)
|
|
|
(1,647
|
)
|
|
|
(90
|
)
|
Comprehensive income
|
|
$
|
23,350
|
|
|
$
|
11,172
|
|
The notes to the consolidated financial statements are an integral
part of these statements.
SHORE BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended December 31, 2018 and 2017
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
Total
|
|
|
|
Common
|
|
|
Paid in
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Stockholders'
|
|
(In thousands)
|
|
Stock
|
|
|
Capital
|
|
|
Earnings
|
|
|
Income(Loss)
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, January 1, 2017
|
|
$
|
127
|
|
|
$
|
64,201
|
|
|
$
|
90,964
|
|
|
$
|
(993
|
)
|
|
$
|
154,299
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
11,262
|
|
|
|
-
|
|
|
|
11,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(90
|
)
|
|
|
(90
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclass of stranded tax effects from change in tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
tax rate
|
|
|
-
|
|
|
|
-
|
|
|
|
226
|
|
|
|
(226
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
-
|
|
|
|
1,055
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,790
|
)
|
|
|
-
|
|
|
|
(2,790
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2017
|
|
|
127
|
|
|
|
65,256
|
|
|
|
99,662
|
|
|
|
(1,309
|
)
|
|
|
163,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect adjustment (ASU 2016-01)
|
|
|
-
|
|
|
|
-
|
|
|
|
(6
|
)
|
|
|
6
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
24,997
|
|
|
|
-
|
|
|
|
24,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,647
|
)
|
|
|
(1,647
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
-
|
|
|
|
447
|
|
|
|
-
|
|
|
|
-
|
|
|
|
447
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of options and vesting of restricted stock, net of shares surrendered
|
|
|
-
|
|
|
|
(269
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(269
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,079
|
)
|
|
|
-
|
|
|
|
(4,079
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2018
|
|
$
|
127
|
|
|
$
|
65,434
|
|
|
$
|
120,574
|
|
|
$
|
(2,950
|
)
|
|
$
|
183,185
|
|
The notes to the consolidated financial statements are an integral
part of these statements.
SHORE BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
24,997
|
|
|
$
|
11,262
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Net accretion of acquisition accounting estimates
|
|
|
(679
|
)
|
|
|
(506
|
)
|
Provision for credit losses
|
|
|
1,674
|
|
|
|
2,291
|
|
Depreciation and amortization
|
|
|
2,297
|
|
|
|
1,649
|
|
Net amortization of securities
|
|
|
649
|
|
|
|
820
|
|
Stock-based compensation expense
|
|
|
447
|
|
|
|
1,055
|
|
Deferred income tax (benefit) expense
|
|
|
(1,610
|
)
|
|
|
4,476
|
|
(Gains) on sales and calls of securities
|
|
|
-
|
|
|
|
(5
|
)
|
Losses on disposals of premises and equipment
|
|
|
-
|
|
|
|
22
|
|
Losses on sales and valuation adjustments on other real estate owned
|
|
|
290
|
|
|
|
207
|
|
Net (gain) on disposal of discontinued operations
|
|
|
(12,736
|
)
|
|
|
-
|
|
Fair value adjustment on equity securities
|
|
|
5
|
|
|
|
-
|
|
Net changes in:
|
|
|
|
|
|
|
|
|
Accrued interest receivable
|
|
|
164
|
|
|
|
(827
|
)
|
Other assets
|
|
|
(3,331
|
)
|
|
|
(1,245
|
)
|
Accrued interest payables
|
|
|
539
|
|
|
|
(9
|
)
|
Other liabilities
|
|
|
5,590
|
|
|
|
331
|
|
Net cash provided by operating activities
|
|
|
18,296
|
|
|
|
19,521
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITES:
|
|
|
|
|
|
|
|
|
Proceeds from maturities and principal payments of investment securities
available for sale
|
|
|
38,914
|
|
|
|
46,484
|
|
Proceeds from sales and calls of investment securities available for sale
|
|
|
-
|
|
|
|
4,000
|
|
Purchases of investment securities available for sale
|
|
|
-
|
|
|
|
(84,499
|
)
|
Proceeds from maturities and principal payments of investment securities
held to maturity
|
|
|
228
|
|
|
|
479
|
|
Purchases of equity securities
|
|
|
(616
|
)
|
|
|
-
|
|
Net change in loans
|
|
|
(102,644
|
)
|
|
|
(100,038
|
)
|
Purchases of premises and equipment
|
|
|
(1,133
|
)
|
|
|
(1,259
|
)
|
Proceeds from sales of other real estate owned
|
|
|
378
|
|
|
|
571
|
|
Cash received in branch acquisition (net of cash paid)
|
|
|
-
|
|
|
|
64,045
|
|
Net purchases of restricted securities
|
|
|
(2,741
|
)
|
|
|
(2,085
|
)
|
Net proceeds from disposal of discontinued operations
|
|
|
25,159
|
|
|
|
-
|
|
Net cash used in investing activities
|
|
|
(42,455
|
)
|
|
|
(72,302
|
)
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
Net changes in:
|
|
|
|
|
|
|
Noninterest-bearing deposits
|
|
|
2,144
|
|
|
|
32,185
|
|
Interest-bearing deposits
|
|
|
7,690
|
|
|
|
(39,263
|
)
|
Short-term borrowings
|
|
|
39,078
|
|
|
|
18,531
|
|
Long-term borrowings
|
|
|
15,000
|
|
|
|
-
|
|
Common stock dividends paid
|
|
|
(4,079
|
)
|
|
|
(2,790
|
)
|
Repurchase of shares for tax withholding on exercised
options and vested restricted stock
|
|
|
(269
|
)
|
|
|
-
|
|
Net cash provided by financing activities
|
|
|
59,564
|
|
|
|
8,663
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
35,405
|
|
|
|
(44,118
|
)
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
|
31,820
|
|
|
|
75,938
|
|
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
$
|
67,225
|
|
|
$
|
31,820
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flows information:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
5,008
|
|
|
$
|
2,368
|
|
Income taxes paid
|
|
$
|
5,365
|
|
|
$
|
3,900
|
|
Transfers from loans to other real estate owned
|
|
$
|
96
|
|
|
$
|
95
|
|
Unrealized (loss) on securities available for sale
|
|
$
|
(2,308
|
)
|
|
$
|
(155
|
)
|
Amortization of unrealized loss on securities
transferred from available for sale to held to maturity
|
|
$
|
30
|
|
|
$
|
30
|
|
|
|
|
|
|
|
|
|
|
Branch purchase:
|
|
|
|
|
|
|
|
|
Tangible assets acquired (net of cash received)
|
|
$
|
-
|
|
|
$
|
129,188
|
|
Identifiable intangible assets acquired
|
|
$
|
-
|
|
|
$
|
3,954
|
|
Liabilities assumed
|
|
$
|
-
|
|
|
$
|
212,463
|
|
The notes to consolidated financial statements are an integral
part of these statements.
SHORE BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2018 and
2017
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The consolidated financial statements
include the accounts of Shore Bancshares, Inc. and its subsidiaries (collectively referred to in these Notes as the “Company”),
with all significant intercompany transactions eliminated. The investments in subsidiaries are recorded on the Company’s
books (Parent only) on the basis of its equity in the net assets of the subsidiaries. The accounting and reporting policies of
the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). For purposes
of comparability, certain reclassifications have been made to amounts previously reported to conform with the current period presentation.
Nature of Operations
The Company engages in the banking business
through Shore United Bank, a Maryland commercial bank with trust powers. The Company’s primary source of revenue is interest
earned on commercial, real estate and consumer loans made to customers located in Maryland, Delaware and the Eastern Shore of
Virginia. The Company engages in the trust services business through the trust department at Shore United Bank under the trade
name Wye Financial & Trust.
Use of Estimates
The preparation of financial statements
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities as of the date of the financial statements, and affect the reported amounts of revenues earned
and expenses incurred during the reporting period. Actual results could differ from those estimates. Estimates that could change
significantly relate to the determination of the allowance for loan losses, the determination of fair values related to impaired
loans and other real estate owned, fair values initially assigned in an acquisition and subsequent evaluations of the related
goodwill and intangible assets for impairment, and the valuation of deferred tax assets.
Investment Securities Available for
Sale
Investment securities available for sale
are stated at estimated fair value based on quoted prices. They represent those debt securities which management may sell as part
of its asset/liability management strategy or which may be sold in response to changing interest rates, changes in prepayment
risk or other similar factors. Realized gains and losses are recorded in noninterest income and are determined on a trade date
basis using the specific identification method. Premiums and discounts are amortized or accreted into interest income using the
interest method over the expected lives of the individual securities. Interest on investment securities is recognized in interest
income on an accrual basis. Net unrealized holding gains and losses on these securities are reported as accumulated other comprehensive
income, a separate component of stockholders’ equity, net of related income taxes. Declines in the fair value of individual
available-for-sale securities below their cost that are other than temporary result in write-downs of the individual securities
to their fair value and are reflected in earnings as realized losses. Factors affecting the determination of whether an other-than-temporary
impairment has occurred include a downgrade of the security by a rating agency, a significant deterioration in the financial condition
of the issuer, or a determination that management has the intent to sell the security or will be required to sell the security
before recovery of its amortized cost.
Investment Securities Held to Maturity
Investment securities held to maturity
are stated at cost adjusted for amortization of premiums and accretion of discounts. Purchase premiums and discounts are recognized
in interest income using the interest method over the terms of the securities. The Company intends and has the ability to hold
such securities until maturity. Declines in the fair value of individual held-to-maturity securities below their cost that are
other than temporary result in write-downs of the individual securities to their fair value. Factors affecting the determination
of whether an other-than-temporary impairment has occurred include a downgrade of the security by a rating agency, a significant
deterioration in the financial condition of the issuer, or a determination that management has the intent to sell the security
or will be required to sell the security before recovery of its amortized cost.
Equity Securities
Equity securities with readily determinable fair values are
carried at fair value, with changes in fair value reported in net income. Any equity securities without readily determinable fair
values are carried at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly
transactions for identical or similar investments. Restricted equity securities are carried at cost and are periodically evaluated
for impairment based on the ultimate recovery of par value. The entirety of any impairment on equity securities is recognized
in earnings.
Loans
Loans are stated at their principal amount
outstanding net of any deferred fees, premiums, discounts and costs and net of any partial charge-offs. Interest income on loans
is accrued at the contractual rate based on the principal amount outstanding. Fees charged and costs capitalized for originating
loans are being amortized substantially on the interest method over the term of the loan. A loan is placed on nonaccrual (i.e.,
interest income is no longer accrued) when it is specifically determined to be impaired or when principal or interest is delinquent
for 90 days or more, unless the loan is well secured and in the process of collection. Any unpaid interest previously accrued
on those loans is reversed from income. Interest payments received on nonaccrual loans are applied as a reduction of the loan
principal balance unless collectability of the principal amount is reasonably assured, in which case interest is recognized on
a cash basis. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current
and future payments are reasonably assured.
A loan is considered impaired if it is
probable that the Company will not collect all principal and interest payments according to the loan’s contractual terms.
An impaired loan may show deficiencies in the borrower’s overall financial condition, payment history, support available
from financial guarantors and/or the fair market value of collateral. The impairment of a loan is measured at the present value
of expected future cash flows using the loan’s effective interest rate, or at the loan’s observable market price or
the fair value of the collateral if the loan is collateral dependent. Generally, the Company measures impairment on such loans
by reference to the fair value of the collateral. Once the amount of impairment has been determined, the uncollectible portion
is charged off. Income on impaired loans is recognized on a cash basis, and payments are first applied against the principal balance
outstanding (i.e., placing impaired loans on nonaccrual status). Generally, interest income is not recognized on impaired loans
unless the likelihood of further loss is remote. The allowance for credit losses may include specific reserves related to impaired
loans. Specific reserves remain until charge offs are made. Impaired loans do not include groups of smaller balance homogeneous
loans such as residential mortgage and consumer installment loans that are evaluated collectively for impairment. Reserves for
probable credit losses related to these loans are based on historical loss ratios and an analysis of qualitative factors and are
included in the formula portion of the allowance for credit losses. See additional discussion below under the section, “Allowance
for Credit Losses”.
A loan is considered a troubled debt restructuring
(“TDR”) if a borrower is experiencing financial difficulties and a creditor has granted a concession. Concessions
may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules
and other actions intended to minimize potential losses. Loans are identified to be restructured when signs of impairment arise
such as borrower interest rate reduction request, slowness to pay, or when an inability to repay becomes evident. The terms being
offered are evaluated to determine if they are more liberal than those that would be indicated by policy or industry standards
for similar, untroubled credits. In those situations where the terms or the interest rates are considered to be more favorable
than industry standards or the current underwriting guidelines of the Company’s banking subsidiary, the loan is classified
as a TDR. All loans designated as TDRs are considered impaired loans and may be on either accrual or nonaccrual status. In instances
where the loan has been placed on nonaccrual status, six consecutive months of timely payments are required prior to returning
the loan to accrual status.
All loans classified as TDRs which are
restructured and accrue interest under revised terms require a full and comprehensive review of the borrower’s financial
condition, capacity for repayment, realistic assessment of collateral values, and the assessment of risk entered into any workout
agreement. Current financial information on the borrower, guarantor, and underlying collateral is analyzed to determine if it
supports the ultimate collection of principal and interest. For commercial loans, the cash flows are analyzed, both for the underlying
project and globally. For consumer loans, updated salary, credit history and cash flow information is obtained. Current market
conditions are also considered. Following a full analysis, the determination of the appropriate loan structure is made. The Company
does not participate in any specific government or Company sponsored loan modification programs. All TDR loan agreements are contracts
negotiated with each of the borrowers.
Allowance for Credit Losses
The allowance for credit losses is maintained
at a level believed adequate by management to absorb losses inherent in the loan portfolio as of the balance sheet date and is
based on the size and current risk characteristics of the loan portfolio, an assessment of individual problem loans and actual
loss experience, current economic events in specific industries and geographical areas, including unemployment levels, and other
pertinent factors, including regulatory guidance and general economic conditions and other observable data. Determination of the
allowance is inherently subjective as it requires significant estimates, including the amounts and timing of expected future cash
flows or collateral value of impaired loans, estimated losses on pools of homogeneous loans that are based on historical loss
experience, and consideration of current economic trends, all of which may be susceptible to significant change. Loans, or portions
thereof, that are considered uncollectible are charged off against the allowance, while recoveries of amounts previously charged
off are credited to the allowance. The criteria for charge offs are addressed in the Bank’s Collection and Workout Policy.
Per the policy, the recognition of the loss of loans or portions of loans will occur when there is a reasonable probability of
loss. When the amount of loss can be readily calculated, the loss will be recognized. In cases where a probable charge-off amount
cannot be calculated, specific reserves will be maintained. A provision for credit losses is charged to income based on management’s
periodic evaluation of the factors previously mentioned, as well as other pertinent factors. Evaluations are conducted at least
quarterly and more often if deemed necessary.
The allowance for credit losses is an
estimate of the losses that may be sustained in the loan portfolio. The allowance is based on two basic principles of accounting:
(i) Topic 450, “
Contingencies
”, of the Financial Accounting Standards Board’s Accounting Standards
Codification (“ASC”), which requires that losses be accrued when they are probable of occurring and estimable; and
(ii) ASC Topic 310, “
Receivables
”, which requires that losses be accrued based on the differences between
the loan balance and the value of collateral, present value of future cash flows or values that are observable in the secondary
market. Management uses many factors to estimate the inherent loss that may be present in our loan portfolio, including economic
conditions and trends, the value and adequacy of collateral, the volume and mix of the loan portfolio, and our internal loan processes.
Actual losses could differ significantly from management’s estimates. In addition, GAAP itself may change from one previously
acceptable method to another. Although the economics of transactions would be the same, the timing of events that would impact
the transactions could change.
Three basic components comprise our allowance
for credit losses: (i) the specific allowance; (ii) the historical formula allowance; and (iii) the qualitative formula allowance.
Each component is determined based on estimates that can and do change when the actual events occur. The specific allowance is
established against impaired loans (i.e., nonaccrual loans and troubled debt restructurings (“TDRs”)) based on our
assessment of the losses that may be associated with the individual loans. The specific allowance remains until charge-offs are
made. An impaired loan may show deficiencies in the borrower’s overall financial condition, payment history, support available
from financial guarantors and/or the fair market value of collateral.
The historical formula allowance is used
to estimate the loss on internally risk-rated loans, exclusive of those identified as impaired. Loans are grouped by type (construction,
residential real estate, commercial real estate, commercial or consumer). Each loan type is assigned allowance factors based on
management’s estimate of the risk, complexity and size of individual loans within a particular category using average historical
charge-offs by segment over the last 16 quarters. Loans identified as pass-watch, special mention, substandard, and doubtful are
considered to have elevated credit risk. These loans are assigned higher allowance factors than favorably rated loans due to management’s
concerns regarding collectability or management’s knowledge of particular elements regarding the borrower. The qualitative
formula allowance captures losses that have impacted the portfolio but have yet to be recognized in either the specific or historical
formula allowance. A pass-watch loan has adequate risk and may include loans which may have been upgraded from another higher
risk category. A special mention loan has potential weaknesses that could result in a future loss to the Company if the weaknesses
are realized. A substandard loan has certain deficiencies that could result in a future loss to the Company if these deficiencies
are not corrected. A doubtful loan has enough risk that there is a high probability that the Company will sustain a loss.
Management has significant discretion
in making the adjustments inherent in the determination of the provision and allowance for credit losses, including in connection
with the valuation of collateral, the estimation of a borrower’s prospects of repayment, and the establishment of the allowance
factors in the formula allowance and unallocated allowance components of the allowance. The establishment of allowance factors
is a continuing exercise, based on management’s ongoing assessment of the totality of all factors, including, but not limited
to, delinquencies, loss history, trends in volume and terms of loans, effects of changes in lending policy, the experience and
depth of management, national and local economic trends, concentrations of credit, the quality of the loan review system and the
effect of external factors such as competition and regulatory requirements, and their impact on the portfolio. Allowance factors
may change from period to period, resulting in an increase or decrease in the amount of the provision or allowance, based on the
same volume and classification of loans. Changes in allowance factors will have a direct impact on the amount of the provision,
and a corresponding effect on net income. Errors in management’s perception and assessment of these factors and their impact
on the portfolio could result in the allowance not being adequate to cover losses in the portfolio, and may result in additional
provisions or charge-offs.
Premises and Equipment
Land is carried at cost and premises and
equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using
the straight-line method over the estimated useful lives of the assets. Useful lives range from three to 10 years for furniture,
fixtures and equipment; three to five years for computer hardware and data handling equipment; and 10 to 40 years for buildings
and building improvements. Land improvements are amortized over a period of 15 years and leasehold improvements are amortized
over the term of the respective lease. Sale-leaseback transactions are considered normal leasebacks and any realized gains are
deferred and amortized to other income on a straight-line basis over the initial lease term. Maintenance and repairs are charged
to expense as incurred, while improvements which extend the useful life of an asset are capitalized and depreciated over the estimated
remaining life of the asset.
Long-lived assets are evaluated periodically
for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Impairment exists
when the expected undiscounted future cash flows of a long-lived asset are less than its carrying value. In that event, the Company
recognizes a loss for the difference between the carrying amount and the estimated fair value of the asset.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the cost of an acquisition
over the fair value of the net assets acquired. Other intangible assets represent purchased assets that also lack physical substance
but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold
or exchanged either on its own or in combination with a related contract, asset or liability. Goodwill and other intangible assets
are initially required to be recorded at fair value. Determining fair value is subjective, requiring the use of estimates, assumptions
and management judgment.
Goodwill and other intangible assets with indefinite lives
are tested at least annually for impairment, usually during the fourth quarter, or on an interim basis if circumstances dictate.
Intangible assets that have finite lives are amortized over their estimated useful lives and also are subject to impairment testing.
Impairment testing requires that the fair
value of each of the Company’s reporting units be compared to the carrying amount of its net assets, including goodwill.
If the fair value of a reporting unit is less than book value, an expense may be required to write down the related goodwill or
purchased intangibles to record an impairment loss. As of December 31, 2018, the Company had one reporting unit and operating
segment the (i.e., the Bank).
During the fourth quarter of 2018 and
2017, goodwill and other intangible assets were subjected to the annual assessment for impairment. As a result of the assessment,
it was determined that it was not more likely than not that the fair values of the Company’s reporting units were less than
their carrying amounts so no impairment was recorded.
Other Real Estate Owned
Other real estate owned represents assets
acquired in satisfaction of loans either by foreclosure or deeds taken in lieu of foreclosure. Properties acquired are recorded
at fair value less estimated selling costs at the time of acquisition, establishing a new cost basis. Thereafter, costs incurred
to operate or carry the properties as well as reductions in value as determined by periodic appraisals are charged to operating
expense. Gains and losses resulting from the final disposition of the properties are included in noninterest income.
Borrowings
Short-term and long-term borrowings are
comprised primarily of FHLB borrowings. A portion of the Company’s short-term borrowings are repurchase agreements. The
repurchase agreements are securities sold to the Company’s customers, at the customers’ request, under a continuing
“roll-over” contract that matures in one business day. The underlying securities sold are U.S. Government agency securities,
which are segregated from the Company’s other investment securities by its safekeeping agents.
Income Taxes
The Company and its subsidiaries file
a consolidated federal income tax return. The Company accounts for income taxes using the liability method in accordance with
required accounting guidance. Under this method, deferred tax assets and liabilities are determined by applying the applicable
federal and state income tax rates to cumulative temporary differences. These temporary differences represent differences between
financial statement carrying amounts and the corresponding tax bases of certain assets and liabilities. Deferred taxes result
from such temporary differences.
Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment
date. A valuation allowance, if needed, reduces deferred tax assets to the expected amount most likely to be realized. Realization
of deferred tax assets is dependent on the generation of a sufficient level of future taxable income, recoverable taxes paid in
prior years and tax planning strategies. The Company evaluates all positive and negative evidence before determining if a valuation
allowance is deemed necessary regarding the realization of deferred tax assets.
The Company recognizes accrued interest
and penalties as a component of tax expense. Significant judgement is required in evaluating the Company’s uncertain tax
positions and determining its provision for income taxes.
The U.S. Tax Cuts and Jobs Act (“Tax
Act”) was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law. Effective in 2018, the
Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain
related-party payments, which are referred to as the global intangible low-taxes income tax and base erosion tax, respectively.
In addition, in 2017 the Company was subject to a one-time transition tax on accumulated foreign subsidiary earnings not previously
subject to U.S. income tax. Accounting for the income tax effects of the Tax Act required significant judgements and estimates
in the interpretation and calculations of the provisions of the Tax Act.
The provision for income taxes includes
the impact of reserve provisions and changes in the reserves that are considered appropriate as well as the related net interest
and penalties. In addition, the Company is subject to the continuous examination of its income tax returns by the IRS and other
tax authorities which may assert assessments against the Company. The Company regularly assesses the likelihood of adverse outcomes
resulting from these examinations and assessments to determine the adequacy of its provision for income taxes. The Company remains
subject to examination for tax years ending on or after December 31, 2015.
Basic and Diluted Earnings Per Common
Share
Basic earnings per share is calculated
by dividing net income available to common stockholders by the weighted-average number of common shares outstanding and does not
include the effect of any potentially dilutive common stock equivalents. Included in this calculation due to dividend participation
rights are restricted stock awards which have been granted. Diluted earnings per share is calculated by dividing net income by
the weighted-average number of shares outstanding, adjusted for the effect of any potentially dilutive common stock equivalents.
Transfers of Financial Assets
Transfers of financial assets are accounted
for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when
(i) the assets have been isolated from the Company, (ii) the transferee obtains the right (free of conditions that constrain it
from taking advantage of that right) to pledge or exchange the transferred assets, and (iii) the Company does not maintain effective
control over the transferred assets through an agreement to repurchase them before their maturity.
Cash and Cash Equivalents
Cash and due from banks, interest-bearing
deposits with other banks and federal funds sold are considered “cash and cash equivalents” for financial reporting
purposes. Certain interest-bearing deposits with banks may exceed balances that are recoverable under Federal Deposit Insurance
Corporation (“FDIC”) insurance. Balances in excess of FDIC insurance at December 31, 2018 were approximately $2.0
million.
Share-Based Compensation
The Company may
grant share-based compensation to employees and non-employee directors in the form of restricted stock, restricted stock units
and stock options. The fair value of restricted stock is determined based on the closing price of the Parent’s common stock
on the date of grant. The Company recognizes compensation expense related to restricted stock on a straight-line basis over the
vesting period for service-based awards, plus additional recognition of costs associated with accelerated vesting based on the
projected attainment of Company performance measures. Restricted stock units (“RSUs”) are payable solely in cash which
are accounted for as other liabilities in the consolidated statements of condition. The fair value of RSUs is initially valued
based on the closing price of the Parent’s common stock on the date of grant and is amortized in the statement of income
over the vesting period. The RSUs are subsequently remeasured in the same manner described above at the end of each reporting
period until settlement. The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing
model and related assumptions. The Company uses historical data to predict option exercise and employee termination behavior.
Expected volatilities are based on the historical volatility of the Parent’s common stock. The expected term of options
granted is derived from actual historical exercise activity and represents the period of time that options granted are expected
to be outstanding. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant based on the
expected life of the option. The dividend yield is equal to the dividend yield of the Parent’s common stock at the time
of grant. The timing of the expense related to stock options reflects estimated forfeitures, adjusted for actual forfeiture experience.
Expense related to stock options is recorded in the statements of income as a component of salaries and benefits for employees
and as a component of other noninterest expense for non-employee directors, with a corresponding increase to capital surplus in
shareholders’ equity. As the expense related to stock options is recognized, a deferred tax asset is established that represents
an estimate of future income tax deductions from the release of restrictions or the exercise of stock options. See Note 13 for
a further discussion.
Fair Value
The Company measures certain financial
assets and liabilities at fair value, with the measurements made on a recurring or nonrecurring basis. Significant financial instruments
measured at fair value on a recurring basis are investment securities available for sale. Impaired loans and other real estate
owned are significant financial instruments measured at fair value on a nonrecurring basis. Fair value is defined as the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the measurement date. In determining
fair value, the Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs, reducing
subjectivity. See Note 20 for a further discussion of fair value.
Advertising Costs
Advertising costs are generally expensed
as incurred. The Company incurred advertising costs for continuing operations of approximately $509 thousand for the years ended
December 31, 2018 and 2017, respectively.
Comprehensive Income
Changes in unrealized gains and losses
on available-for-sale securities is the only component of accumulated other comprehensive income for the Company. There were no
reclassifications from accumulated other comprehensive income (loss) in 2018. In 2017, the amount reclassified out of other accumulated
comprehensive income (loss) was a gain on call of available-for-sale securities of $5 thousand. The related tax effect for the
reclassification was $2 thousand.
In February 2018, the FASB issued ASU
2018-02,
“Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“AOCI”)
.
The Company early adopted this new standard in 2017. ASU 2018-01 requires reclassification from AOCI to retained earnings for
stranded tax effects resulting from the impact of newly enacted federal corporate income tax rate on items included in AOCI. The
amount of this reclassification in 2017 was $226 thousand.
Discontinued Operations
During the year ended December 31, 2018, the Company completed
the sale of its Insurance Agency, Avon Dixon (“Avon”), which represented the Company's Insurance segment. In accordance
with ASC 205-20, the Company determined that the sale of Avon and the discontinued operation of the Company’s Premium Finance
Company, Mubell Finance, LLC (“Mubell”), assets and liabilities that will be sold or settled separately within one
year met the criteria to be classified as a discontinued operation and the related operating results and financial condition have
been presented as discontinued operations on the consolidated financial statements. See Note 2 for additional information. Unless
otherwise indicated, information included in these notes to the consolidated financial statements is presented on a consolidated
operations basis, which includes results from both continuing and discontinued operations, for all periods presented.
Segment Reporting
In connection with the sale of Avon and
the discontinued operation of Mubell, which represented the Company's Insurance segment, the Company reassessed its reportable
operating segments. Based on this internal evaluation, the Company determined that its previously disclosed reportable segment,
Insurance products and services, is no longer applicable. Accordingly, to better reflect how the Company is now managed and how
information is reviewed by the chief operating decision maker, the Company's chief executive officer, the Company determined that
all services offered by the Company relate to Commercial Banking. As a result, the Company's only reportable segment is Commercial
Banking.
Recent Accounting Standards
ASU No. 2016-02 - In February 2016, the
FASB issued ASU No. 2016-02, “Leases (Topic 842).” Among other things, in the amendments in ASU 2016-02, lessees will
be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1)
A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted
basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of,
a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements
were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts
with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim
periods within those fiscal years. 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 FASB made subsequent amendments to Topic 842 in July 2018 through ASU 2018-10
(“Codification Improvements to Topic 842, Leases.”) and ASU 2018-11 (“Leases (Topic 842): Targeted Improvements.”)
Among these amendments is the provision in ASU 2018-11 that provides entities with an additional (and optional) transition method
to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the
adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts
the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). The Company is currently assessing
the impact that ASU No. 2016-02 will have on its consolidated financial statements. The Company has put together an inventory
of all leases and accumulated the lease data necessary to apply the amended guidance. The effect of adopting this standard on
January 1, 2019 was an approximate $3.8 million increase in assets and liabilities on our balance sheet.
ASU No. 2016-13 - 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 believes this ASU will have a significant impact on our consolidated financial statements and the method in which we calculate
our credit losses, primarily on loans and held to maturity securities. At this time, the Company has established a project management
team which meets periodically to discuss and assign roles and responsibilities, key tasks to complete, and a general time line
to be followed for implementation. The team has been working with an advisory consultant and has purchased a vendor model for
implementation. Historical data has been collected and uploaded to the new model and the team is in the process of finalizing
the methodologies that will be utilized. The team expects to be running a parallel simulation to its current incurred loss impairment
model in the first quarter of 2019. The Company is continuing to evaluate the extent of the potential impact of this standard
and continues to keep current on evolving interpretations and industry practices via webcasts, publications, conferences, and
peer bank meetings.
ASU No. 2017-04 – In January 2017,
the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill
Impairment”. The amendments in this ASU simplify how an entity is required to test goodwill for impairment by eliminating
Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a
reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in this ASU, an entity
should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying
amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative
impairment test is necessary. Public business entities that are U.S. Securities and Exchange Commission (SEC) filers should adopt
the amendments in this ASU for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019.
Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.
The guidance is not expected to have a significant impact on the Company’s financial positions, results of operations or
disclosures.
ASU
No. 2017-08 – In March 2017, the FASB issued ASU 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. 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 adoption of ASU No. 2017-08 is not expected to have a material impact on the Company’s consolidated
financial statements.
ASU No. 2018-02 – In February 2018,
the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain
Tax Effects from Accumulated Other Comprehensive Income.” The amendments provide financial statement preparers with an option
to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which
the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded.
The amendments are effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within
those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption
or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate
in the Tax Cuts and Jobs Act is recognized. The Company elected to reclassify the stranded income tax effects from the Tax Cuts
and Jobs Act in the financial statements for the period ending December 31, 2017. The amount of this reclassification in 2017
was $226 thousand.
ASU No. 2018-07 - In June 2018, the FASB
issued ASU 2018-07, “Compensation- Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.”
The amendments expand the scope of Topic 718 to include share-based payments issued to non-employees for goods or services, which
were previously excluded. The amendments will align the accounting for share-based payments to nonemployees and employees more
similarly. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal
years. Early adoption is permitted. The adoption of ASU No. 2018-07 is not expected to have a material impact on the Company’s
consolidated financial statements.
ASU No. 2018-13 – In August 2018,
the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements
for Fair Value Measurement.” The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding
changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level
3 fair value measurements and the narrative description of measurement uncertainty. Certain disclosure requirements in Topic 820
are also removed or modified. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods
within those fiscal years. Certain of the amendments are to be applied prospectively while others are to be applied retrospectively.
Early adoption is permitted. As ASU No. 2018-13 only revises disclosure requirements, it will not have a material impact on the
Company’s Consolidated Financial Statements.
NOTE 2. SALE OF SUBSIDIARY
Avon-Dixon Agency Sale
On December 31, 2018, the Company completed the sale of specific
assets and activities related to its Insurance Agency, Avon Dixon, LLC (“Avon”) to Alera Group Agency, LLC (“Alera”).
Also, on this date the Company discontinued its operations of its Premium Finance Company, Mubell Finance, LLC (“Mubell”).
Together, these companies are referred to as the “Insurance Subsidiaries”. The Insurance subsidiaries represented
the Company's insurance products and services segment, the activities of which related to originating, servicing and underwriting
retail insurance policies. Assets sold to Alera included various intangible assets and a 40% interest in a segregated portfolio
of Eastern Re. Ltd., a specialty reinsurance company. The Mubell Company, along with certain other assets and liabilities that
will be sold or settled separately within one year, is classified as discontinued operations in the accompanying Consolidated
Balance Sheets and Consolidated Statements of Income.
The specific assets acquired by Alera include, among other
things, the insurance origination offices, insurance expirations, workforce and system procedures, trade names and goodwill. Alera
has assumed certain obligations and liabilities of the Company under the acquired leases, and with respect to the employment of
transferred employees. The Company received $25.2 million cash payment, upon the closing of the transaction.
The following table summarizes the calculation of the net gain
on disposal of discontinued operations:
($ in thousands)
|
|
Year Ended December 31, 2018
|
|
Proceeds from the transaction
|
|
$
|
29,276
|
|
Compensation expense related to the transaction
|
|
|
2,588
|
|
Broker fees
|
|
|
935
|
|
Other transaction costs
|
|
|
594
|
|
Net cash proceeds
|
|
|
25,159
|
|
Net assets sold
|
|
|
(12,423
|
)
|
Net gain on disposal
|
|
$
|
12,736
|
|
The following tables present the financial information of discontinued
operations as of the dates and for the periods indicated:
Balance Sheets of Discontinued Operations
|
|
December 31,
|
|
($ in thousands)
|
|
2018
|
|
|
2017
|
|
ASSETS
|
|
|
|
|
|
|
Premises and equipment, net
|
|
$
|
-
|
|
|
$
|
424
|
|
Goodwill
|
|
|
8
|
|
|
|
10,100
|
|
Other assets
|
|
|
625
|
|
|
|
717
|
|
Assets of discontinued operations
|
|
$
|
633
|
|
|
$
|
11,241
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses and other liabilities
|
|
$
|
3,323
|
|
|
$
|
1,065
|
|
Liabilities of discontinued operations
|
|
$
|
3,323
|
|
|
$
|
1,065
|
|
Statements of Income of Discontinued Operations
|
|
For the Years Ended
|
|
|
|
December 31,
|
|
($ in thousands)
|
|
2018
|
|
|
2017
|
|
Noninterest income
|
|
|
|
|
|
|
|
|
Net gain on disposal
|
|
$
|
12,736
|
|
|
$
|
-
|
|
Insurance agency commissions
|
|
|
9,006
|
|
|
|
8,837
|
|
All other income
|
|
|
335
|
|
|
|
551
|
|
Total noninterest income
|
|
|
22,077
|
|
|
|
9,388
|
|
Noninterest expense
|
|
|
|
|
|
|
|
|
Salaries and wages
|
|
|
5,156
|
|
|
|
4,931
|
|
Employee benefits
|
|
|
1,173
|
|
|
|
1,094
|
|
Occupancy expense
|
|
|
428
|
|
|
|
361
|
|
Amortization of intangible assets
|
|
|
47
|
|
|
|
84
|
|
Legal and professional fees
|
|
|
77
|
|
|
|
54
|
|
Other noninterest expenses
|
|
|
1,039
|
|
|
|
1,038
|
|
Total noninterest expense
|
|
|
7,920
|
|
|
|
7,562
|
|
Income from discontinued operations before income taxes
|
|
|
14,157
|
|
|
|
1,826
|
|
Income tax expense (benefit)
|
|
|
4,923
|
|
|
|
(211
|
)
|
Income from discontinued operations
|
|
$
|
9,234
|
|
|
$
|
2,037
|
|
Statements of Cash Flows of Discontinued Operations
|
|
For the Years Ended
|
|
|
|
December 31,
|
|
($ in thousands)
|
|
2018
|
|
|
2017
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
9,234
|
|
|
$
|
2,037
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
107
|
|
|
|
142
|
|
Stock-based compensation expense
|
|
|
-
|
|
|
|
12
|
|
Net decrease (increase) in other assets
|
|
|
(1,919
|
)
|
|
|
(1,844
|
)
|
Net increase in other liabilities
|
|
|
2,258
|
|
|
|
404
|
|
Losses on disposal of premises and equipment
|
|
|
-
|
|
|
|
2
|
|
Net (gain) on sale of insurance agency
|
|
|
(12,736
|
)
|
|
|
-
|
|
Net cash (used in) operating activities
|
|
|
(3,056
|
)
|
|
|
753
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchases of premises and equipment
|
|
|
3
|
|
|
|
(345
|
)
|
Proceeds from sale of insurance agency
|
|
|
25,159
|
|
|
|
-
|
|
Net cash provided by (used in) investing activities
|
|
|
25,162
|
|
|
|
(345
|
)
|
Net cash provided by discontinued operations
|
|
$
|
22,106
|
|
|
$
|
408
|
|
NOTE 3. BUSINESS COMBINATION
Northwest Bank Branch Acquisition
On May 19, 2017, the Bank purchased three
branches from Northwest Bank (“NWBI”) located in Arbutus, Elkridge, and Owings Mills, Maryland. Pursuant to the transaction,
the Bank acquired $122.9 million in loans and $212.5 million in deposits, as well as the branch premises and equipment. In connection
with its purchase of the branches from NWBI, the Bank received a cash payment from NWBI of $64.0 million, which was net of a premium
paid on deposits of $17.2 million. In addition to the premium paid on deposits, other costs associated with the acquisition totaled
$977 thousand. This acquisition provides the Bank with the opportunity to enhance its footprint in Maryland by extending its branch
network across the Eastern Shore to the greater Baltimore area communities of Elkridge, Owings Mills and Arbutus.
The Company has accounted for the branch
purchases under the acquisition method of accounting in accordance with FASB ASC topic 805, “Business Combinations,”
whereby the acquired assets and liabilities were recorded by the Bank at their estimated fair values as of their acquisition date.
The acquired assets and assumed liabilities
of the NWBI branches were measured at estimated fair value. Management made significant estimates and exercised significant judgement
in accounting for the acquisition of the NWBI branches. Management evaluated expected cash flows, prepayment speeds and estimated
loss factors to measure fair values for loans. Deposits were valued based upon interest rates, original and remaining terms and
maturities, as well as current rates for similar funds in the same markets. Premises were based on recent appraised values, whereas
equipment was acquired based on the remaining book value from NWBI, which approximated fair value. Management engaged independent
outside experts to provide the fair value estimates. Subsequent to the purchase, Management made a measurement period adjustment
for deferred taxes related to intangible assets of $291thousand.
The following table provides the purchase
price as of the acquisition date of May 19, 2017, the identifiable assets acquired and liabilities assumed at their estimated
fair values, and the resulting goodwill of $15.0 million recorded from the acquisition:
Purchase Price Consideration:
|
|
|
|
Cash consideration
|
|
$
|
17,186
|
|
Total purchase price for NWBI branch acquisition
|
|
$
|
17,186
|
|
|
|
|
|
|
Assets acquired at fair value:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
81,231
|
|
Loans
|
|
|
122,862
|
|
Premises and equipment, net
|
|
|
6,326
|
|
Core deposit intangible
|
|
|
3,954
|
|
Deferred tax assets
|
|
|
291
|
|
Total fair value of assets acquired
|
|
$
|
214,664
|
|
|
|
|
|
|
Liabilities assumed at fair value:
|
|
|
|
|
Deposits
|
|
$
|
212,456
|
|
Other liabilities
|
|
|
7
|
|
Total fair value of liabilities assumed
|
|
$
|
212,463
|
|
|
|
|
|
|
Net assets acquired at fair value:
|
|
$
|
2,201
|
|
|
|
|
|
|
Amount of goodwill resulting from acquisition
|
|
$
|
14,985
|
|
The total amount of goodwill arising from this transaction
of $15.0 million is expected to be deductible for tax purposes, pursuant to section 197 of the Internal Revenue Code.
Acquired loans
The following table outlines the contractually required payments
receivable, cash flows we expect to receive, and the accretable yield and carrying value for all NWBI loans as of the acquisition
date.
|
|
Contractually
Required
|
|
|
Cash Flows
|
|
|
|
|
|
Carrying Value
|
|
|
|
Payments
|
|
|
Expected To Be
|
|
|
Accretable FMV
|
|
|
of Loans
|
|
|
|
Receivable
|
|
|
Collected
|
|
|
Adjustments
|
|
|
Receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing loans acquired
|
|
$
|
125,131
|
|
|
|
125,131
|
|
|
|
2,269
|
|
|
$
|
122,862
|
|
The Company recorded all loans acquired at the estimated fair
value on the purchase date with no carryover of the related allowance for loan losses. The Company only acquired loans which were
deemed to be performing loans with no signs of credit deterioration.
The Company determined the net discounted value of cash flows
on approximately 864 performing loans totaling $125.1 million. The valuation took into consideration the loans’ underlying
characteristics, including account types, remaining terms, annual interest rates, interest types, past delinquencies, timing of
principal and interest payments, current market rates, loan-to-value ratios, loss exposures, and remaining balances. These performing
loans were segregated into pools based on loan and payment type. The effect of this fair valuation process was a net accretable
discount adjustment of $2.3 million at acquisition.
NOTE 4. INVESTMENT SECURITIES
The following table provides information on the amortized cost
and estimated fair values of investment securities.
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
(Dollars in thousands)
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
|
$
|
34,285
|
|
|
$
|
2
|
|
|
$
|
651
|
|
|
$
|
33,636
|
|
Mortgage-backed
|
|
|
124,162
|
|
|
|
115
|
|
|
|
3,481
|
|
|
|
120,796
|
|
Total
|
|
|
158,447
|
|
|
|
117
|
|
|
|
4,132
|
|
|
|
154,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
|
$
|
45,806
|
|
|
$
|
23
|
|
|
$
|
497
|
|
|
$
|
45,332
|
|
Mortgage-backed
|
|
|
152,198
|
|
|
|
157
|
|
|
|
1,390
|
|
|
|
150,965
|
|
Equity
|
|
|
666
|
|
|
|
-
|
|
|
|
8
|
|
|
|
658
|
|
Total
|
|
$
|
198,670
|
|
|
$
|
180
|
|
|
$
|
1,895
|
|
|
$
|
196,955
|
|
The Company adopted ASU 2016-01
effective January 1, 2018 and equity securities with an aggregate fair value of $1.3 million at December 31, 2018 are
presented separately on the balance sheet. A cumulative effect adjustment of $(6) thousand was recorded to retained earnings
from accumulated other comprehensive loss upon adoption. The fair value adjustment recorded through earnings totaled $(5)
thousand for the year ended December 31, 2018.
Held-to-maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
|
$
|
1,642
|
|
|
$
|
-
|
|
|
$
|
25
|
|
|
$
|
1,617
|
|
States and political subdivisions
|
|
|
1,401
|
|
|
|
14
|
|
|
|
-
|
|
|
|
1,415
|
|
Other Debt Securities
(1)
|
|
|
3,000
|
|
|
|
-
|
|
|
|
32
|
|
|
|
2,968
|
|
Total
|
|
$
|
6,043
|
|
|
$
|
14
|
|
|
$
|
57
|
|
|
$
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
|
$
|
1,844
|
|
|
$
|
21
|
|
|
$
|
-
|
|
|
$
|
1,865
|
|
States and political subdivisions
|
|
|
1,403
|
|
|
|
47
|
|
|
|
-
|
|
|
|
1,450
|
|
Other Debt Securities (1)
|
|
|
3,000
|
|
|
|
76
|
|
|
|
-
|
|
|
|
3,076
|
|
Total
|
|
$
|
6,247
|
|
|
$
|
144
|
|
|
$
|
-
|
|
|
$
|
6,391
|
|
|
(1)
|
On December 15, 2016, the Company
bought $3.0 million in ten-year subordinated notes from a local regional bank with a
fixed rate of 6.5% for the first five years and a floating rate for the remaining five
years. After the first five years the note is callable by the issuer. The Company intends
to hold to maturity of December 30, 2026 if the notes are not called.
|
The following table provides information
about gross unrealized losses and fair value by length of time that the individual securities have been in a continuous unrealized
loss position at December 31, 2018.
|
|
Less than
|
|
|
More than
|
|
|
|
|
|
|
|
|
|
12 Months
|
|
|
12 Months
|
|
|
Total
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
(Dollars in thousands)
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
|
$
|
1,079
|
|
|
$
|
10
|
|
|
$
|
32,362
|
|
|
$
|
641
|
|
|
$
|
33,441
|
|
|
$
|
651
|
|
Mortgage-backed
|
|
|
13,981
|
|
|
|
261
|
|
|
|
99,904
|
|
|
|
3,220
|
|
|
|
113,885
|
|
|
|
3,481
|
|
Total
|
|
$
|
15,060
|
|
|
$
|
271
|
|
|
$
|
132,266
|
|
|
$
|
3,861
|
|
|
$
|
147,326
|
|
|
$
|
4,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
|
|
-
|
|
|
|
-
|
|
|
|
1,617
|
|
|
|
25
|
|
|
|
1,617
|
|
|
|
25
|
|
Other debt securities
|
|
|
2,968
|
|
|
|
32
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,968
|
|
|
|
32
|
|
Total
|
|
$
|
2,968
|
|
|
$
|
32
|
|
|
$
|
1,617
|
|
|
$
|
25
|
|
|
$
|
4,585
|
|
|
$
|
57
|
|
|
|
Less than
|
|
|
More than
|
|
|
|
|
|
|
|
|
|
12 Months
|
|
|
12 Months
|
|
|
Total
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
(Dollars in thousands)
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
|
$
|
37,550
|
|
|
$
|
453
|
|
|
$
|
5,956
|
|
|
$
|
44
|
|
|
$
|
43,506
|
|
|
$
|
497
|
|
Mortgage-backed
|
|
|
96,622
|
|
|
|
700
|
|
|
|
28,215
|
|
|
|
690
|
|
|
|
124,837
|
|
|
|
1,390
|
|
Equity securities
|
|
|
-
|
|
|
|
-
|
|
|
|
666
|
|
|
|
8
|
|
|
|
666
|
|
|
|
8
|
|
Total
|
|
$
|
134,172
|
|
|
$
|
1,153
|
|
|
$
|
34,837
|
|
|
$
|
742
|
|
|
$
|
169,009
|
|
|
$
|
1,895
|
|
All of the securities with unrealized
losses in the portfolio have modest duration risk, low credit risk, and minimal losses when compared to total amortized cost.
The unrealized losses on debt securities that exist are the result of market changes in interest rates since original purchase
and are not related to credit concerns. Because the Company does not intend to sell these securities and it is not more likely
than not that the Company will be required to sell these securities before recovery of their amortized cost bases, which may be
at maturity for debt securities, the Company considers the unrealized losses to be temporary. There were eighty-two available-for-sale
securities in an unrealized loss position at December 31, 2018, of which 74 were mortgage-backed and 8 were U.S. Government agencies.
Two held-to-maturity securities were in an unrealized loss position at December 31, 2018, one mortgage-backed and one other debt
security.
The following table provides information
on the amortized cost and estimated fair values of investment securities by maturity date at December 31, 2018.
|
|
|
Available for sale
|
|
|
|
Held to maturity
|
|
|
|
|
Amortized
|
|
|
|
|
|
|
|
Amortized
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
Cost
|
|
|
|
Fair Value
|
|
|
|
Cost
|
|
|
|
Fair Value
|
|
Due in one year or less
|
|
$
|
5,992
|
|
|
$
|
5,919
|
|
|
$
|
500
|
|
|
$
|
505
|
|
Due after one year through five years
|
|
|
29,332
|
|
|
|
28,721
|
|
|
|
400
|
|
|
|
406
|
|
Due after five years through ten years
|
|
|
62,893
|
|
|
|
61,292
|
|
|
|
3,501
|
|
|
|
3,472
|
|
Due after ten years
|
|
|
60,230
|
|
|
|
58,500
|
|
|
|
1,642
|
|
|
|
1,617
|
|
Total
|
|
$
|
158,447
|
|
|
$
|
154,432
|
|
|
$
|
6,043
|
|
|
$
|
6,000
|
|
The maturity dates for debt securities
are determined using contractual maturity dates.
The following table sets forth the amortized
cost and estimated fair values of securities which have been pledged as collateral for obligations to federal, state and local
government agencies, and other purposes as required or permitted by law, or sold under agreements to repurchase. All pledged securities
are in the available-for-sale investment portfolio.
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
|
Amortized
|
|
|
|
|
|
Amortized
|
|
|
|
|
(Dollars in thousands)
|
|
Cost
|
|
|
Fair Value
|
|
|
Cost
|
|
|
Fair Value
|
|
Pledged available-for-sale securities
|
|
$
|
99,729
|
|
|
$
|
97,170
|
|
|
$
|
131,035
|
|
|
$
|
129,880
|
|
There were no obligations of states or
political subdivisions with carrying values, as to any issuer, exceeding 10% of stockholders’ equity at December 31, 2018
or 2017.
Proceeds from sales of investment securities
were $0 for the years ended December 31, 2018 and 2017, respectively. Gross gains from sales and calls of investment securities
were $0 and $5 thousand for the years ended December 31, 2018 and 2017, respectively. There were no gross losses in 2018 and 2017.
NOTE 5. LOANS AND ALLOWANCE FOR CREDIT LOSSES
The Company makes residential mortgage,
commercial and consumer loans to customers primarily in Baltimore City, Baltimore County, Howard County, Kent County, Queen Anne’s
County, Caroline County, Talbot County and Dorchester County in Maryland, Kent County, Delaware and in Accomack County, Virginia.
The following table provides information about the principal classes of the loan portfolio at December 31, 2018 and 2017.
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Construction
|
|
$
|
127,572
|
|
|
$
|
125,746
|
|
Residential real estate
|
|
|
429,560
|
|
|
|
399,190
|
|
Commercial real estate
|
|
|
523,427
|
|
|
|
464,887
|
|
Commercial
|
|
|
107,522
|
|
|
|
97,284
|
|
Consumer
|
|
|
7,274
|
|
|
|
6,407
|
|
Total loans
|
|
|
1,195,355
|
|
|
|
1,093,514
|
|
Allowance for credit losses
|
|
|
(10,343
|
)
|
|
|
(9,781
|
)
|
Total loans, net
|
|
$
|
1,185,012
|
|
|
$
|
1,083,733
|
|
In the normal course of banking business,
loans are made to officers and directors and their affiliated interests. These loans are made on substantially the same terms
and conditions as those prevailing at the time for comparable transactions with persons who are not related to the Company and
are not considered to involve more than the normal risk of collectability. As of December 31, 2018 and 2017, such loans outstanding,
both direct and indirect (including guarantees), to directors, their associates and policy-making officers, totaled approximately
$13.2 million and $13.8 million, respectively. During 2018 and 2017, loan additions were approximately $1.9 million and $2.3 million,
respectively, and loan repayments were approximately $2.6 million and $1.8 million, respectively. Net loan origination costs,
included in balances above, totaled $789 thousand and $609 thousand as of December 31, 2018 and 2017, respectively. At December
31, 2018 and December 31, 2017 included in total loans were $92.8 million and $108.1 million in loans, respectively, acquired
as part of the NWBI branch acquisition. These balances are presented net of the related discount which totaled $1.4 million at
December 31, 2018 and $1.8 million at December 31, 2017.
In the normal course of banking business,
risks related to specific loan categories are as follows:
Construction loans – Construction
loans are offered primarily to builders and individuals to finance the construction of single family dwellings. In addition, the
Bank periodically finances the construction of commercial projects. Credit risk factors include the borrower’s ability to
successfully complete the construction on time and within budget, changing market conditions which could affect the value and
marketability of projects, changes in the borrower’s ability or willingness to repay the loan and potentially rising interest
rates which can impact both the borrower’s ability to repay and the collateral value.
Residential real estate – Residential
real estate loans are typically made to consumers and are secured by residential real estate. Credit risk arises from the borrower’s
continuing financial stability, which can be adversely impacted by job loss, divorce, illness, or personal bankruptcy, among other
factors. Also impacting credit risk would be a shortfall in the value of the residential real estate in relation to the outstanding
loan balance in the event of a default or subsequent liquidation of the real estate collateral.
Commercial real estate – Commercial
real estate loans consist of both loans secured by owner occupied properties and non-owner occupied properties where an established
banking relationship exists and involves investment properties for warehouse, retail, and office space with a history of occupancy
and cash flow. These loans are subject to adverse changes in the local economy and commercial real estate markets.
Credit risk associated with owner occupied
properties arises from the borrower’s financial stability and the ability of the borrower and the business to repay the
loan. Non-owner occupied properties carry the risk of a tenant’s deteriorating credit strength, lease expirations in soft
markets and sustained vacancies which can adversely impact cash flow.
Commercial – Commercial loans are
secured or unsecured loans for business purposes. Loans are typically secured by accounts receivable, inventory, equipment and/or
other assets of the business. Credit risk arises from the successful operation of the business which may be affected by competition,
rising interest rates, regulatory changes and adverse conditions in the local and regional economy.
Consumer – Consumer loans include
home equity loans and lines, installment loans and personal lines of credit. Credit risk is similar to residential real estate
loans above as it is subject to the borrower’s continuing financial stability and the value of the collateral securing the
loan.
The following tables include impairment
information relating to loans and the allowance for credit losses as of December 31, 2018 and 2017.
|
|
|
|
|
Residential
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
Construction
|
|
|
real estate
|
|
|
real estate
|
|
|
Commercial
|
|
|
Consumer
|
|
|
Total
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment
|
|
$
|
2,893
|
|
|
$
|
8,553
|
|
|
$
|
13,532
|
|
|
$
|
340
|
|
|
$
|
-
|
|
|
$
|
25,318
|
|
Loans collectively evaluated for impairment
|
|
|
124,679
|
|
|
|
421,007
|
|
|
|
509,895
|
|
|
|
107,182
|
|
|
|
7,274
|
|
|
|
1,170,037
|
|
Total loans
|
|
$
|
127,572
|
|
|
$
|
429,560
|
|
|
$
|
523,427
|
|
|
$
|
107,522
|
|
|
$
|
7,274
|
|
|
$
|
1,195,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment
|
|
$
|
320
|
|
|
$
|
301
|
|
|
$
|
104
|
|
|
$
|
36
|
|
|
$
|
-
|
|
|
$
|
761
|
|
Loans collectively evaluated for impairment
|
|
|
2,342
|
|
|
|
2,052
|
|
|
|
2,973
|
|
|
|
1,913
|
|
|
|
302
|
|
|
|
9,582
|
|
Total loans
|
|
$
|
2,662
|
|
|
$
|
2,353
|
|
|
$
|
3,077
|
|
|
$
|
1,949
|
|
|
$
|
302
|
|
|
$
|
10,343
|
|
|
|
|
|
|
Residential
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
Construction
|
|
|
real estate
|
|
|
real estate
|
|
|
Commercial
|
|
|
Consumer
|
|
|
Total
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment
|
|
$
|
6,975
|
|
|
$
|
6,018
|
|
|
$
|
4,967
|
|
|
$
|
337
|
|
|
$
|
-
|
|
|
$
|
18,297
|
|
Loans collectively evaluated for impairment
|
|
|
118,771
|
|
|
|
393,172
|
|
|
|
459,920
|
|
|
|
96,947
|
|
|
|
6,407
|
|
|
|
1,075,217
|
|
Total loans
|
|
$
|
125,746
|
|
|
$
|
399,190
|
|
|
$
|
464,887
|
|
|
$
|
97,284
|
|
|
$
|
6,407
|
|
|
$
|
1,093,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment
|
|
$
|
500
|
|
|
$
|
239
|
|
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
-
|
|
|
$
|
805
|
|
Loans collectively evaluated for impairment
|
|
|
1,960
|
|
|
|
2,045
|
|
|
|
2,561
|
|
|
|
2,208
|
|
|
|
202
|
|
|
|
8,976
|
|
Total loans
|
|
$
|
2,460
|
|
|
$
|
2,284
|
|
|
$
|
2,594
|
|
|
$
|
2,241
|
|
|
$
|
202
|
|
|
$
|
9,781
|
|
The allowance for loan losses was 0.87% of total loans at December
31, 2018, compared to 0.89% at December 31, 2017.
The following tables provide information
on impaired loans and any related allowance by loan class as of December 31, 2018 and 2017. The difference between the unpaid
principal balance and the recorded investment is the amount of partial charge-offs that have been taken and interest paid on nonaccrual
loans that has been applied to principal.
|
|
|
|
|
Recorded
|
|
|
Recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
investment
|
|
|
investment
|
|
|
|
|
|
Average
|
|
|
Interest
|
|
|
|
principal
|
|
|
with no
|
|
|
with an
|
|
|
Related
|
|
|
recorded
|
|
|
income
|
|
(Dollars in thousands)
|
|
balance
|
|
|
allowance
|
|
|
allowance
|
|
|
allowance
|
|
|
investment
|
|
|
recognized
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired nonaccrual loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
3,219
|
|
|
$
|
127
|
|
|
$
|
2,715
|
|
|
$
|
320
|
|
|
$
|
2,988
|
|
|
$
|
-
|
|
Residential real estate
|
|
|
4,281
|
|
|
|
2,605
|
|
|
|
1,494
|
|
|
|
118
|
|
|
|
1,884
|
|
|
|
-
|
|
Commercial real estate
|
|
|
10,029
|
|
|
|
9,307
|
|
|
|
67
|
|
|
|
67
|
|
|
|
2,149
|
|
|
|
-
|
|
Commercial
|
|
|
445
|
|
|
|
-
|
|
|
|
340
|
|
|
|
36
|
|
|
|
336
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
17,974
|
|
|
$
|
12,039
|
|
|
$
|
4,616
|
|
|
$
|
541
|
|
|
$
|
7,357
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired accruing TDRs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
51
|
|
|
$
|
51
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
866
|
|
|
$
|
35
|
|
Residential real estate
|
|
|
4,454
|
|
|
|
1,440
|
|
|
|
3,014
|
|
|
|
183
|
|
|
|
4,606
|
|
|
|
125
|
|
Commercial real estate
|
|
|
4,158
|
|
|
|
1,286
|
|
|
|
2,872
|
|
|
|
37
|
|
|
|
4,416
|
|
|
|
149
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
8,663
|
|
|
$
|
2,777
|
|
|
$
|
5,886
|
|
|
$
|
220
|
|
|
$
|
9,888
|
|
|
$
|
309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
3,270
|
|
|
$
|
178
|
|
|
$
|
2,715
|
|
|
$
|
320
|
|
|
$
|
3,854
|
|
|
$
|
35
|
|
Residential real estate
|
|
|
8,735
|
|
|
|
4,045
|
|
|
|
4,508
|
|
|
|
301
|
|
|
|
6,490
|
|
|
|
125
|
|
Commercial real estate
|
|
|
14,187
|
|
|
|
10,593
|
|
|
|
2,939
|
|
|
|
104
|
|
|
|
6,565
|
|
|
|
149
|
|
Commercial
|
|
|
445
|
|
|
|
-
|
|
|
|
340
|
|
|
|
36
|
|
|
|
336
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
26,637
|
|
|
$
|
14,816
|
|
|
$
|
10,502
|
|
|
$
|
761
|
|
|
$
|
17,245
|
|
|
$
|
309
|
|
|
|
|
|
|
Recorded
|
|
|
Recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
investment
|
|
|
investment
|
|
|
|
|
|
Average
|
|
|
Interest
|
|
|
|
principal
|
|
|
with no
|
|
|
with an
|
|
|
Related
|
|
|
recorded
|
|
|
income
|
|
(Dollars in thousands)
|
|
balance
|
|
|
allowance
|
|
|
allowance
|
|
|
allowance
|
|
|
investment
|
|
|
recognized
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired nonaccrual loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
3,100
|
|
|
$
|
182
|
|
|
$
|
2,821
|
|
|
$
|
459
|
|
|
$
|
3,181
|
|
|
$
|
-
|
|
Residential real estate
|
|
|
1,620
|
|
|
|
1,482
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,191
|
|
|
|
-
|
|
Commercial real estate
|
|
|
795
|
|
|
|
149
|
|
|
|
-
|
|
|
|
-
|
|
|
|
542
|
|
|
|
-
|
|
Commercial
|
|
|
425
|
|
|
|
-
|
|
|
|
337
|
|
|
|
33
|
|
|
|
200
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
41
|
|
|
|
-
|
|
Total
|
|
$
|
5,940
|
|
|
$
|
1,813
|
|
|
$
|
3,158
|
|
|
$
|
492
|
|
|
$
|
7,155
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired accruing TDRs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
3,972
|
|
|
$
|
3,038
|
|
|
$
|
934
|
|
|
$
|
41
|
|
|
$
|
4,067
|
|
|
$
|
101
|
|
Residential real estate
|
|
|
4,536
|
|
|
|
2,042
|
|
|
|
2,494
|
|
|
|
239
|
|
|
|
3,831
|
|
|
|
161
|
|
Commercial real estate
|
|
|
4,818
|
|
|
|
4,084
|
|
|
|
734
|
|
|
|
33
|
|
|
|
4,860
|
|
|
|
185
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
13,326
|
|
|
$
|
9,164
|
|
|
$
|
4,162
|
|
|
$
|
313
|
|
|
$
|
12,758
|
|
|
$
|
447
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
7,072
|
|
|
$
|
3,220
|
|
|
$
|
3,755
|
|
|
$
|
500
|
|
|
$
|
7,248
|
|
|
$
|
101
|
|
Residential real estate
|
|
|
6,156
|
|
|
|
3,524
|
|
|
|
2,494
|
|
|
|
239
|
|
|
|
7,022
|
|
|
|
161
|
|
Commercial real estate
|
|
|
5,613
|
|
|
|
4,233
|
|
|
|
734
|
|
|
|
33
|
|
|
|
5,402
|
|
|
|
185
|
|
Commercial
|
|
|
425
|
|
|
|
-
|
|
|
|
337
|
|
|
|
33
|
|
|
|
200
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
41
|
|
|
|
-
|
|
Total
|
|
$
|
19,266
|
|
|
$
|
10,977
|
|
|
$
|
7,320
|
|
|
$
|
805
|
|
|
$
|
19,913
|
|
|
$
|
447
|
|
The following tables provide a roll-forward
for troubled debt restructurings as of December 31, 2018 and December 31, 2017.
|
|
1/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2018
|
|
|
|
|
|
|
TDR
|
|
|
New
|
|
|
Disbursements
|
|
|
Charge
|
|
|
Reclassifications/
|
|
|
|
|
|
TDR
|
|
|
Related
|
|
(Dollars in thousands)
|
|
Balance
|
|
|
TDRs
|
|
|
(Payments)
|
|
|
offs
|
|
|
Transfer In/(Out)
|
|
|
Payoffs
|
|
|
Balance
|
|
|
Allowance
|
|
For the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruing TDRs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
3,972
|
|
|
$
|
-
|
|
|
$
|
(229
|
)
|
|
$
|
(397
|
)
|
|
$
|
(695
|
)
|
|
$
|
(2,600
|
)
|
|
$
|
51
|
|
|
$
|
-
|
|
Residential real estate
|
|
|
4,536
|
|
|
|
-
|
|
|
|
(85
|
)
|
|
|
-
|
|
|
|
541
|
|
|
|
(538
|
)
|
|
|
4,454
|
|
|
|
183
|
|
Commercial real estate
|
|
|
4,818
|
|
|
|
-
|
|
|
|
(441
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(219
|
)
|
|
|
4,158
|
|
|
|
37
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
13,326
|
|
|
$
|
-
|
|
|
$
|
(755
|
)
|
|
$
|
(397
|
)
|
|
$
|
(154
|
)
|
|
$
|
(3,357
|
)
|
|
$
|
8,663
|
|
|
$
|
220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual TDRs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
2,878
|
|
|
$
|
-
|
|
|
$
|
(163
|
)
|
|
$
|
-
|
|
|
$
|
83
|
|
|
$
|
-
|
|
|
$
|
2,798
|
|
|
$
|
320
|
|
Residential real estate
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(80
|
)
|
|
|
80
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial real estate
|
|
|
83
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(83
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial
|
|
|
337
|
|
|
|
-
|
|
|
|
(17
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
320
|
|
|
|
16
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
3,298
|
|
|
$
|
-
|
|
|
$
|
(180
|
)
|
|
$
|
(80
|
)
|
|
$
|
80
|
|
|
$
|
-
|
|
|
$
|
3,118
|
|
|
$
|
336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
16,624
|
|
|
$
|
-
|
|
|
$
|
(935
|
)
|
|
$
|
(477
|
)
|
|
$
|
(74
|
)
|
|
$
|
(3,357
|
)
|
|
$
|
11,781
|
|
|
$
|
556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/1/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/17
|
|
|
|
|
|
|
TDR
|
|
|
New
|
|
|
Disbursements
|
|
|
Charge
|
|
|
Reclassifications/
|
|
|
|
|
|
TDR
|
|
|
Related
|
|
(Dollars in thousands)
|
|
Balance
|
|
|
TDRs
|
|
|
(Payments)
|
|
|
offs
|
|
|
Transfer In/(Out)
|
|
|
Payoffs
|
|
|
Balance
|
|
|
Allowance
|
|
For the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruing TDRs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
4,189
|
|
|
$
|
-
|
|
|
$
|
(25
|
)
|
|
$
|
-
|
|
|
$
|
(58
|
)
|
|
$
|
(134
|
)
|
|
$
|
3,972
|
|
|
$
|
41
|
|
Residential real estate
|
|
|
3,875
|
|
|
|
-
|
|
|
|
(333
|
)
|
|
|
(89
|
)
|
|
|
1,535
|
|
|
|
(452
|
)
|
|
|
4,536
|
|
|
|
239
|
|
Commercial real estate
|
|
|
4,936
|
|
|
|
-
|
|
|
|
(118
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,818
|
|
|
|
33
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
13,000
|
|
|
$
|
-
|
|
|
$
|
(476
|
)
|
|
$
|
(89
|
)
|
|
$
|
1,477
|
|
|
$
|
(586
|
)
|
|
$
|
13,326
|
|
|
$
|
313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual TDRs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
3,818
|
|
|
$
|
-
|
|
|
$
|
(890
|
)
|
|
$
|
-
|
|
|
$
|
(50
|
)
|
|
$
|
-
|
|
|
$
|
2,878
|
|
|
$
|
459
|
|
Residential real estate
|
|
|
1,603
|
|
|
|
-
|
|
|
|
(68
|
)
|
|
|
-
|
|
|
|
(1,535
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial real estate
|
|
|
83
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
83
|
|
|
|
-
|
|
Commercial
|
|
|
-
|
|
|
|
345
|
|
|
|
(8
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
337
|
|
|
|
33
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
5,504
|
|
|
$
|
345
|
|
|
$
|
(966
|
)
|
|
$
|
-
|
|
|
$
|
(1,585
|
)
|
|
$
|
-
|
|
|
$
|
3,298
|
|
|
$
|
492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
18,504
|
|
|
$
|
345
|
|
|
$
|
(1,442
|
)
|
|
$
|
(89
|
)
|
|
$
|
(108
|
)
|
|
$
|
(586
|
)
|
|
$
|
16,624
|
|
|
$
|
805
|
|
The following tables provide information
on loans that were modified and considered TDRs during 2018 and 2017.
|
|
|
|
|
Premodification
|
|
|
Postmodification
|
|
|
|
|
|
|
|
|
|
outstanding
|
|
|
outstanding
|
|
|
|
|
|
|
Number of
|
|
|
recorded
|
|
|
recorded
|
|
|
Related
|
|
(Dollars in thousands)
|
|
contracts
|
|
|
investment
|
|
|
investment
|
|
|
allowance
|
|
TDRs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Residential real estate
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial real estate
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Residential real estate
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial real estate
|
|
|
1
|
|
|
|
760
|
|
|
|
755
|
|
|
|
-
|
|
Commercial
|
|
|
1
|
|
|
|
462
|
|
|
|
345
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
2
|
|
|
$
|
1,222
|
|
|
$
|
1,100
|
|
|
$
|
-
|
|
During the year ended December 31, 2018, there were no new
TDR’s or previously recorded TDR’s which were modified.
The following tables provide information on TDRs that defaulted
during 2018 and 2017 within 12 months of their restructuring. Generally, a loan is considered in default when principal or interest
is past due 90 days or more, the loan is placed on nonaccrual, charged-off, or there is a transfer to OREO or repossessed assets.
|
|
Number of
|
|
|
Recorded
|
|
|
Related
|
|
(Dollars in thousands)
|
|
contracts
|
|
|
investment
|
|
|
allowance
|
|
TDRs that subsequently defaulted:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Residential real estate
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial real estate
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Residential real estate
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial real estate
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Management uses risk ratings as part of its monitoring of the
credit quality in the Company’s loan portfolio. The Company added pass/watch credits to an existing pool that included loans
that are risk rated as special mention and substandard to be collectively evaluated for impairment for both quantitative and qualitative
factors at December 31, 2017. The Company believes that attributing additional reserves to this pool of loans better reflects
the perceived risk for the total loan portfolio, due to the significant organic loan growth over the past 24 months, the increase
in pass/performing rated credits, and increasing balances/concentrations in certain segments of the loan portfolio. Loans that
are identified as special mention, substandard or doubtful are adversely rated. These loans and the pass/watch loans are assigned
higher qualitative factors than favorably rated loans in the calculation of the formula portion of the allowance for credit losses.
At December 31, 2018, there were no nonaccrual loans classified as special mention or doubtful and $16.7 million of nonaccrual
loans were identified as substandard. Similarly, at December 31, 2017, there were no nonaccrual loans classified as special mention
or doubtful and $5.0 million of nonaccrual loans were identified as substandard.
The following tables provide information
on loan risk ratings as of December 31, 2018 and 2017.
|
|
|
|
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
Pass/Performing
|
|
|
Pass/Watch
|
|
|
Mention
|
|
|
Substandard
|
|
|
Doubtful
|
|
|
Total
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
93,977
|
|
|
$
|
30,735
|
|
|
$
|
-
|
|
|
$
|
2,860
|
|
|
$
|
-
|
|
|
$
|
127,572
|
|
Residential real estate
|
|
|
386,553
|
|
|
|
33,739
|
|
|
|
3,769
|
|
|
|
5,499
|
|
|
|
-
|
|
|
|
429,560
|
|
Commercial real estate
|
|
|
389,219
|
|
|
|
113,873
|
|
|
|
4,515
|
|
|
|
15,820
|
|
|
|
-
|
|
|
|
523,427
|
|
Commercial
|
|
|
90,777
|
|
|
|
15,727
|
|
|
|
642
|
|
|
|
376
|
|
|
|
-
|
|
|
|
107,522
|
|
Consumer
|
|
|
6,805
|
|
|
|
466
|
|
|
|
-
|
|
|
|
3
|
|
|
|
-
|
|
|
|
7,274
|
|
Total
|
|
$
|
967,331
|
|
|
$
|
194,540
|
|
|
$
|
8,926
|
|
|
$
|
24,558
|
|
|
$
|
-
|
|
|
$
|
1,195,355
|
|
|
|
|
|
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
Pass/Performing
|
|
|
Pass/Watch
|
|
|
Mention
|
|
|
Substandard
|
|
|
Doubtful
|
|
|
Total
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
88,836
|
|
|
$
|
30,674
|
|
|
$
|
-
|
|
|
$
|
6,236
|
|
|
$
|
-
|
|
|
$
|
125,746
|
|
Residential real estate
|
|
|
355,575
|
|
|
|
34,973
|
|
|
|
4,456
|
|
|
|
4,186
|
|
|
|
-
|
|
|
|
399,190
|
|
Commercial real estate
|
|
|
342,051
|
|
|
|
109,041
|
|
|
|
7,420
|
|
|
|
6,375
|
|
|
|
-
|
|
|
|
464,887
|
|
Commercial
|
|
|
72,440
|
|
|
|
24,102
|
|
|
|
308
|
|
|
|
434
|
|
|
|
-
|
|
|
|
97,284
|
|
Consumer
|
|
|
5,260
|
|
|
|
1,147
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,407
|
|
Total
|
|
$
|
864,162
|
|
|
$
|
199,937
|
|
|
$
|
12,184
|
|
|
$
|
17,231
|
|
|
$
|
-
|
|
|
$
|
1,093,514
|
|
The following tables provide information on the aging of the
loan portfolio as of December 31, 2018 and 2017.
|
|
Accruing
|
|
|
|
|
|
|
|
|
|
|
|
|
30-59 days
|
|
|
60-89 days
|
|
|
Greater than
|
|
|
Total
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
Current
|
|
|
past due
|
|
|
past due
|
|
|
90 days
|
|
|
past due
|
|
|
Nonaccrual
|
|
|
Total
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
124,535
|
|
|
$
|
195
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
195
|
|
|
$
|
2,842
|
|
|
$
|
127,572
|
|
Residential real estate
|
|
|
423,732
|
|
|
|
1,384
|
|
|
|
206
|
|
|
|
139
|
|
|
|
1,729
|
|
|
|
4,099
|
|
|
|
429,560
|
|
Commercial real estate
|
|
|
512,252
|
|
|
|
253
|
|
|
|
1,548
|
|
|
|
-
|
|
|
|
1,801
|
|
|
|
9,374
|
|
|
|
523,427
|
|
Commercial
|
|
|
107,089
|
|
|
|
83
|
|
|
|
10
|
|
|
|
-
|
|
|
|
93
|
|
|
|
340
|
|
|
|
107,522
|
|
Consumer
|
|
|
7,238
|
|
|
|
30
|
|
|
|
6
|
|
|
|
-
|
|
|
|
36
|
|
|
|
-
|
|
|
|
7,274
|
|
Total
|
|
$
|
1,174,846
|
|
|
$
|
1,945
|
|
|
$
|
1,770
|
|
|
$
|
139
|
|
|
$
|
3,854
|
|
|
$
|
16,655
|
|
|
$
|
1,195,355
|
|
Percent of total loans
|
|
|
98.3
|
%
|
|
|
0.2
|
%
|
|
|
0.1
|
%
|
|
|
-
|
%
|
|
|
0.3
|
%
|
|
|
1.4
|
%
|
|
|
100.0
|
%
|
|
|
Accruing
|
|
|
|
|
|
|
|
|
|
|
|
|
30-59 days
|
|
|
60-89 days
|
|
|
Greater than
|
|
|
Total
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
Current
|
|
|
past due
|
|
|
past due
|
|
|
90 days
|
|
|
past due
|
|
|
Nonaccrual
|
|
|
Total
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
122,475
|
|
|
$
|
268
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
268
|
|
|
$
|
3,003
|
|
|
$
|
125,746
|
|
Residential real estate
|
|
|
394,653
|
|
|
|
1,589
|
|
|
|
1,045
|
|
|
|
421
|
|
|
|
3,055
|
|
|
|
1,482
|
|
|
|
399,190
|
|
Commercial real estate
|
|
|
460,998
|
|
|
|
1,061
|
|
|
|
2,461
|
|
|
|
218
|
|
|
|
3,740
|
|
|
|
149
|
|
|
|
464,887
|
|
Commercial
|
|
|
96,774
|
|
|
|
173
|
|
|
|
-
|
|
|
|
-
|
|
|
|
173
|
|
|
|
337
|
|
|
|
97,284
|
|
Consumer
|
|
|
6,395
|
|
|
|
6
|
|
|
|
6
|
|
|
|
-
|
|
|
|
12
|
|
|
|
-
|
|
|
|
6,407
|
|
Total
|
|
$
|
1,081,295
|
|
|
$
|
3,097
|
|
|
$
|
3,512
|
|
|
$
|
639
|
|
|
$
|
7,248
|
|
|
$
|
4,971
|
|
|
$
|
1,093,514
|
|
Percent of total loans
|
|
|
98.8
|
%
|
|
|
0.3
|
%
|
|
|
0.3
|
%
|
|
|
0.1
|
%
|
|
|
0.7
|
%
|
|
|
0.5
|
%
|
|
|
100.0
|
%
|
The following tables provide a summary of the activity in the
allowance for credit losses allocated by loan class for 2018 and 2017.
Allocation of a portion of the allowance to one loan class
does not preclude its availability to absorb losses in other loan classes.
|
|
|
|
|
Residential
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
Construction
|
|
|
real estate
|
|
|
real estate
|
|
|
Commercial
|
|
|
Consumer
|
|
|
Total
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance
|
|
$
|
2,460
|
|
|
$
|
2,284
|
|
|
$
|
2,594
|
|
|
$
|
2,241
|
|
|
$
|
202
|
|
|
$
|
9,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs
|
|
|
(397
|
)
|
|
|
(406
|
)
|
|
|
(240
|
)
|
|
|
(441
|
)
|
|
|
(27
|
)
|
|
|
(1,511
|
)
|
Recoveries
|
|
|
43
|
|
|
|
112
|
|
|
|
29
|
|
|
|
203
|
|
|
|
12
|
|
|
|
399
|
|
Net charge-offs
|
|
|
(354
|
)
|
|
|
(294
|
)
|
|
|
(211
|
)
|
|
|
(238
|
)
|
|
|
(15
|
)
|
|
|
(1,112
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
|
|
|
556
|
|
|
|
363
|
|
|
|
694
|
|
|
|
(54
|
)
|
|
|
115
|
|
|
|
1,674
|
|
Ending Balance
|
|
$
|
2,662
|
|
|
$
|
2,353
|
|
|
$
|
3,077
|
|
|
$
|
1,949
|
|
|
$
|
302
|
|
|
$
|
10,343
|
|
|
|
|
|
|
Residential
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
Construction
|
|
|
real estate
|
|
|
real estate
|
|
|
Commercial
|
|
|
Consumer
|
|
|
Total
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance
|
|
$
|
2,787
|
|
|
$
|
1,953
|
|
|
$
|
2,610
|
|
|
$
|
1,145
|
|
|
$
|
231
|
|
|
$
|
8,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs
|
|
|
(54
|
)
|
|
|
(445
|
)
|
|
|
(100
|
)
|
|
|
(946
|
)
|
|
|
(32
|
)
|
|
|
(1,577
|
)
|
Recoveries
|
|
|
30
|
|
|
|
40
|
|
|
|
31
|
|
|
|
215
|
|
|
|
25
|
|
|
|
341
|
|
Net charge-offs
|
|
|
(24
|
)
|
|
|
(405
|
)
|
|
|
(69
|
)
|
|
|
(731
|
)
|
|
|
(7
|
)
|
|
|
(1,236
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
|
|
|
(303
|
)
|
|
|
736
|
|
|
|
53
|
|
|
|
1,827
|
|
|
|
(22
|
)
|
|
|
2,291
|
|
Ending Balance
|
|
$
|
2,460
|
|
|
$
|
2,284
|
|
|
$
|
2,594
|
|
|
$
|
2,241
|
|
|
$
|
202
|
|
|
$
|
9,781
|
|
Foreclosure Proceedings
Consumer mortgage loans collateralized
by residential real estate property that are in the process of foreclosure totaled $ 949 thousand and $ 530 thousand as of December
31, 2018 and 2017. There were no residential real estate properties included in the balance of other real estate owned at December
31, 2018 and December 31, 2017.
All accruing TDRs were in compliance with
their modified terms. One loan was transferred to nonaccrual during 2018. Both performing and non-performing TDRs had no further
commitments associated with them as of December 31, 2018 and December 31, 2017.
NOTE 6. PREMISES AND EQUIPMENT
The following table provides information
on premises and equipment for our continuing operations at December 31, 2018 and 2017.
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Land
|
|
$
|
7,884
|
|
|
$
|
7,884
|
|
Buildings and land improvements
|
|
|
20,597
|
|
|
|
20,265
|
|
Furniture and equipment
|
|
|
6,387
|
|
|
|
5,665
|
|
|
|
|
34,868
|
|
|
|
33,814
|
|
Accumulated depreciation
|
|
|
(12,157
|
)
|
|
|
(11,184
|
)
|
Total
|
|
$
|
22,711
|
|
|
$
|
22,630
|
|
Depreciation expense of continuing operations
totaled $1.0 million for 2018 and $1.0 million for 2017.
The Company leases facilities under operating
leases. Rental expense of continuing operations for the years ended December 31, 2018 2017 was $475 thousand, and $460 thousand,
respectively. Future minimum annual rental payments excluding discontinued operations are approximately as follows:
(Dollars in thousands)
|
|
|
|
|
2019
|
|
|
$
|
463
|
|
2020
|
|
|
|
217
|
|
2021
|
|
|
|
170
|
|
2022
|
|
|
|
176
|
|
2023
|
|
|
|
178
|
|
Thereafter
|
|
|
|
235
|
|
Total minimum lease payments
|
|
|
$
|
1,439
|
|
NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS
The following table provides information
on the significant components of goodwill and other acquired intangible assets at December 31, 2018 and 2017. On December 31,
2018 the Company sold its insurance subsidiary, Avon Dixon, LLC and discontinued operations of its premium finance company, Mubell,
LLC, which have been removed from the table. In addition, on May 19, 2017, the Bank acquired three branches located in Arbutus,
Owings Mills and Elkridge, Maryland from NWBI. The purchase of these branches resulted in core deposit intangibles of $4.0 million
and goodwill of $15.0 million.
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
Gross
|
|
|
Accumulated
|
|
|
|
|
|
Net
|
|
|
Average
|
|
|
|
Carrying
|
|
|
Impairment
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Remaining Life
|
|
(Dollars in thousands)
|
|
Amount
|
|
|
Charges
|
|
|
Amortization
|
|
|
Amount
|
|
|
(in years)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
19,728
|
|
|
$
|
(1,543
|
)
|
|
$
|
(667
|
)
|
|
$
|
17,518
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortizable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core deposit intangible
|
|
$
|
3,954
|
|
|
$
|
-
|
|
|
$
|
(1,097
|
)
|
|
$
|
2,857
|
|
|
|
7.2
|
|
Total other intangible assets
|
|
$
|
3,954
|
|
|
$
|
-
|
|
|
$
|
(1,097
|
)
|
|
$
|
2,857
|
|
|
|
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
Gross
|
|
|
Accumulated
|
|
|
|
|
|
Net
|
|
|
Average
|
|
|
|
Carrying
|
|
|
Impairment
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Remaining Life
|
|
|
|
Amount
|
|
|
Charges
|
|
|
Amortization
|
|
|
Amount
|
|
|
(in years)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
19,728
|
|
|
$
|
(1,543
|
)
|
|
$
|
(667
|
)
|
|
$
|
17,518
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortizable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core deposit intangible
|
|
|
3,954
|
|
|
|
-
|
|
|
|
(231
|
)
|
|
|
3,723
|
|
|
|
9.4
|
|
Total other intangible assets
|
|
$
|
3,954
|
|
|
$
|
-
|
|
|
$
|
(231
|
)
|
|
$
|
3,723
|
|
|
|
|
|
The aggregate amortization expense was
$866 thousand and $231 thousand for the years ended December 31, 2018 and 2017, respectively.
The following table provides information
on current period and estimated future amortization expense for amortizable other intangible assets.
|
|
|
|
|
Amortization
|
|
(Dollars in thousands)
|
|
Expense
|
|
Estimate for years ended December 31,
|
|
|
2019
|
|
|
$
|
605
|
|
|
|
|
2020
|
|
|
|
533
|
|
|
|
|
2021
|
|
|
|
461
|
|
|
|
|
2022
|
|
|
|
389
|
|
|
|
|
2023
|
|
|
|
317
|
|
|
|
|
Thereafter
|
|
|
|
552
|
|
NOTE 8. OTHER ASSETS
The Company had the following other assets at December 31,
2018 and 2017, excluding discontinued operations.
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Accrued interest receivable
|
|
$
|
3,345
|
|
|
$
|
3,509
|
|
Deferred income taxes
|
|
|
4,182
|
|
|
|
4,098
|
|
Prepaid expenses
|
|
|
1,067
|
|
|
|
1,286
|
|
Cash surrender value on life insurance
|
|
|
3,726
|
|
|
|
3,637
|
|
Other assets
|
|
|
5,358
|
|
|
|
1,934
|
|
Total
|
|
$
|
17,678
|
|
|
$
|
14,464
|
|
NOTE 9. OTHER LIABILITIES
The Company had the following other liabilities at December
31, 2018 and 2017, excluding discontinued operations.
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Accrued interest payable
|
|
$
|
604
|
|
|
$
|
65
|
|
Other accounts payable
|
|
|
3,213
|
|
|
|
3,217
|
|
Deferred compensation liability
|
|
|
1,040
|
|
|
|
1,219
|
|
Income taxes payable
|
|
|
3,454
|
|
|
|
-
|
|
Other liabilities
|
|
|
104
|
|
|
|
43
|
|
Total
|
|
$
|
8,415
|
|
|
$
|
4,544
|
|
NOTE 10. DEPOSITS
The approximate amount of certificates
of deposit of $250,000 or more was $26.7 million and $25.3 million at December 31, 2018 and 2017, respectively.
The following table provides information
on the approximate maturities of total time deposits at December 31, 2018 and 2017.
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Due in one year or less
|
|
$
|
128,268
|
|
|
$
|
142,880
|
|
Due in one to three years
|
|
|
90,942
|
|
|
|
70,285
|
|
Due in three to five years
|
|
|
41,521
|
|
|
|
49,650
|
|
Total
|
|
$
|
260,731
|
|
|
$
|
262,815
|
|
As of December 31, 2018 and 2017, deposits, both direct and
indirect, to directors, their associates and policy-making officers, totaled approximately $3.9 million and $3.6 million, respectively.
At December 31, 2018 we had $22.1 million in brokered deposits
and $8.4 million at December 31, 2017.
NOTE 11. BORROWINGS
The Company may periodically borrow from a correspondent federal
funds line of credit arrangement, under a secured reverse repurchase agreement, or from the Federal Home Loan Bank to meet short-term
liquidity needs.
The following table summarizes certain
information on short-term borrowings for the years ended December 31, 2018 and 2017.
|
|
2018
|
|
|
2017
|
|
(Dollars in thousands)
|
|
Amount
|
|
|
Rate
|
|
|
Amount
|
|
|
Rate
|
|
Average for the Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase agreements
|
|
$
|
3,341
|
|
|
|
1.09
|
%
|
|
$
|
3,324
|
|
|
|
0.49
|
%
|
FHLB Advances
|
|
|
73,970
|
|
|
|
2.16
|
|
|
|
1,183
|
|
|
|
1.20
|
|
Overnight Fed Funds purchased
|
|
|
-
|
|
|
|
-
|
|
|
|
18
|
|
|
|
1.84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At Year End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase agreements
|
|
$
|
823
|
|
|
|
1.87
|
%
|
|
$
|
6,072
|
|
|
|
0.78
|
%
|
FHLB Advances
|
|
|
59,989
|
|
|
|
2.63
|
|
|
|
15,662
|
|
|
|
1.63
|
|
Overnight Fed Funds purchased
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Securities sold under agreements to repurchase
are securities sold to customers, at the customers’ request, under a “roll-over” contract that matures in one
business day. The underlying securities sold are U.S. Government agency securities, which are segregated in the Company’s
custodial accounts from other investment securities.
The Bank had $15.0 million in federal
funds lines of credit and a reverse repurchase agreement available on a short-term basis from correspondent banks at December
31, 2018 and 2017. In addition, the Bank had secured credit availability of approximately $154.7 million and $205.6 million from
the Federal Home Loan Bank at December 31, 2018 and 2017, respectively. These lines of credit are paid for monthly on a fee basis
of 0.08%. The Bank has pledged as collateral, under a blanket lien, all qualifying residential loans under borrowing agreements
with the Federal Home Loan Bank. The Bank had short-term borrowings of $60.0 million from the Federal Home Loan Bank at December
31, 2018 and $15.7 million at December 31, 2017. At December 31, 2018, the Bank had $15.0 million of fixed rate long-term borrowings
from the Federal Home Loan Bank, which carry an interest rate of 2.82% and mature in April 2020.
NOTE 12. BENEFIT PLANS
401(k) and Profit Sharing Plan
The Company has a 401(k) and profit sharing
plan covering substantially all full-time employees. The plan calls for matching contributions by the Company, and the Company
makes discretionary contributions based on profits. Company contributions to this plan excluding discontinued operations and included
in noninterest expense totaled $532 thousand and $461 thousand for 2018 and 2017, respectively.
NOTE 13. STOCK-BASED COMPENSATION
At the 2016 annual meeting, stockholders
approved the Shore Bancshares, Inc. 2016 Stock and Incentive Plan (“2016 Equity Plan”), replacing the Shore Bancshares,
Inc. 2006 Stock and Incentive Plan (“2006 Equity Plan”), which expired on that date. The Company may issue shares
of common stock or grant other equity-based awards pursuant to the 2016 Equity Plan. Stock-based awards granted to date generally
are time-based, vest in equal installments on each anniversary of the grant date and range over a one- to three-year period of
time, and, in the case of stock options, expire 10 years from the grant date. As part of the 2016 Equity Plan, a performance equity
incentive award program, known as the “Long-term incentive plan” allows participating officers of the Company to earn
incentive awards of performance share/restricted stock units if certain pre-determined targets are achieved at the end of a three-year
performance cycle. Stock-based compensation expense based on the grant date fair value is recognized ratably over the requisite
service period for all awards and reflects forfeitures as they occur. The 2016 Equity Plan originally reserved 750,000 shares
of common stock for grant, and 652,167 shares remained available for grant at December 31, 2018.
The following tables provide information
on stock-based compensation expense for 2018 and 2017.
|
|
December 31,
|
|
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Stock-based compensation expense
|
|
$
|
447
|
|
|
$
|
1,055
|
|
Excess tax benefits related to stock-based compensation
|
|
|
34
|
|
|
|
28
|
|
|
|
December 31,
|
|
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Unrecognized stock-based compensation expense
|
|
$
|
223
|
|
|
|
|
|
|
$
|
801
|
|
|
|
|
|
Weighted average period unrecognized expense is expected to be
recognized
|
|
|
0.9
|
|
|
|
years
|
|
|
|
1.0
|
|
|
|
years
|
|
The following table summarizes restricted
stock award activity for the Company under the 2016 Equity Plan for the two years ended December 31, 2018.
|
|
|
Year Ended December 31, 2018
|
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
Number of
|
|
|
Grant Date
|
|
|
Number of
|
|
|
Grant Date
|
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Shares
|
|
|
Fair Value
|
|
Nonvested at beginning of period
|
|
|
|
15,913
|
|
|
$
|
15.39
|
|
|
|
17,066
|
|
|
$
|
11.46
|
|
Granted
|
|
|
|
15,826
|
|
|
|
18.63
|
|
|
|
22,927
|
|
|
|
16.71
|
|
Vested
|
|
|
|
(31,739
|
)
|
|
|
17.05
|
|
|
|
(24,080
|
)
|
|
|
13.86
|
|
Cancelled
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Nonvested at end of period
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
15,913
|
|
|
$
|
15.39
|
|
The total fair value of restricted stock
awards that vested was $585 thousand in 2018 and $334 thousand in 2017.
Restricted stock units (RSUs) are similar
to restricted stock, except the recipient does not receive the stock immediately, but instead receives it upon the terms and conditions
of the Company’s long-term incentive plans which are subject to performance milestones achieved at the end of a three-year
period. Each RSU cliff vests at the end of the three-year period and entitles the recipient to receive one share of common stock
on a specified issuance date. The recipient does not have any stockholder rights, including voting rights, with respect to the
shares underlying awarded RSUs until the recipient becomes the holder of those shares.
During 2018, the Company entered into
a long-term incentive program agreement with officers of the Company and its subsidiaries to award RSUs based on a performance
metric to be achieved as of December 31, 2020. Assuming the performance metric is achieved, these awards will cliff vest on this
date, in which the final number of common shares to be issued will be determined. The range of RSUs which could potentially be
awarded at the end of the performance cycle is between 11,194 shares and 44,792 shares, assuming a certain performance metric
is met. In addition, two members of the long-term incentive plan from 2018 forfeited their RSUs due to leaving the Company before
the end of the vesting period. The table below presents management’s evaluation of the probable number of common stock awards
to be issued at the end of the performance cycle.
During 2017, the Company entered into
a long-term incentive program agreement with officers of the Company and its subsidiaries to award RSUs based on a performance
metric to be achieved as of December 31, 2019. Assuming the performance metric is achieved, these awards will cliff vest on this
date, in which the final number of common shares to be issued will be determined. The range of RSUs which could potentially be
awarded at the end of the performance cycle is between 10,712 shares and 42,865 shares, assuming a certain performance metric
is met. In addition, two members of the long-term incentive plan from 2017 forfeited their RSUs due to leaving the Company before
the end of the vesting period. The table below presents management’s evaluation of the probable number of common stock awards
to be issued at the end of the performance cycle.
The following table summarizes restricted
stock units activity based on management’s evaluation of the probable number of common stock awards to be issued at the
end of the performance cycle for the Company under the 2016 Equity Plan for the two years ended December 31, 2018.
|
|
|
Year Ended December 31, 2018
|
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
Number of
|
|
|
Grant Date
|
|
|
Number of
|
|
|
Grant Date
|
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Shares
|
|
|
Fair Value
|
|
Outstanding at beginning of period
|
|
|
|
90,266
|
|
|
$
|
12.08
|
|
|
|
46,342
|
|
|
$
|
10.64
|
|
Granted
|
|
|
|
11,194
|
|
|
|
17.36
|
|
|
|
43,924
|
|
|
|
13.59
|
|
Vested
|
|
|
|
(40,423
|
)
|
|
|
9.49
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
|
(22,475
|
)
|
|
|
16.55
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding at end of period
|
|
|
|
38,562
|
|
|
$
|
14.69
|
|
|
|
90,266
|
|
|
$
|
12.08
|
|
The fair value of restricted stock units
that vested during 2018 and 2017 was $383 thousand and $0, respectively.
The following table summarizes stock option
activity for the Company under the 2016 Equity Plan for the two years ended December 31, 2018.
|
|
|
Year Ended December 31, 2018
|
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Number of
|
|
|
Exercise
|
|
|
|
|
Shares
|
|
|
Prices
|
|
|
Shares
|
|
|
Prices
|
|
Outstanding at beginning of period
|
|
|
|
62,429
|
|
|
$
|
8.47
|
|
|
|
62,086
|
|
|
$
|
8.29
|
|
Granted
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,202
|
|
|
|
16.65
|
|
Exercised
|
|
|
|
(35,180
|
)
|
|
|
7.54
|
|
|
|
(859
|
)
|
|
|
6.64
|
|
Expired/Cancelled
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding at end of period
|
|
|
|
27,249
|
|
|
$
|
9.68
|
|
|
|
62,429
|
|
|
$
|
8.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of period
|
|
|
|
27,249
|
|
|
$
|
9.68
|
|
|
|
61,828
|
|
|
$
|
8.40
|
|
There were no stock options granted during
2018. The weighted average fair value of stock options granted during 2017 was $10.99. The Company estimates the fair value of
options using the Black-Scholes valuation model with weighted average assumptions for dividend yield, expected volatility, risk-free
interest rate and expected lives (in years). The expected dividend yield is calculated by dividing the total expected annual dividend
payout by the average stock price. The expected volatility is based on historical volatility of the underlying securities. The
risk-free interest rate is based on the Federal Reserve Bank’s constant maturities daily interest rate in effect at grant
date. The expected contract life of the options represents the period of time that the Company expects the awards to be outstanding
based on historical experience with similar awards. The following weighted average assumptions were used as inputs to the Black-Scholes
valuation model for options granted in 2017.
|
|
2017
|
|
Dividend yield
|
|
|
0.84
|
%
|
Expected volatility
|
|
|
64.80
|
%
|
Risk-free interest rate
|
|
|
2.42
|
%
|
Expected contract life (in years)
|
|
|
10 years
|
|
At December 31, 2018, the aggregate intrinsic
value of the options outstanding under the 2016 Equity Plan was $132 thousand based on the $14.54. market value per share of Shore
Bancshares, Inc.’s common stock at December 31, 2018. Similarly, the aggregate intrinsic value of the options exercisable
was $513 thousand at December 31, 2017. The intrinsic value of options exercised during 2018 was $376 thousand based on the $18.22
market value per share of the Company’s common stock at January 31, 2018. The intrinsic value of options exercised in 2017
was $8 thousand based on the $15.89 market value per share of the Company’s common stock at January 30, 2017. At December
31, 2018, the weighted average remaining contract life of options outstanding and exercisable was 6.4 years.
NOTE 14. DEFERRED COMPENSATION
The Shore Bancshares, Inc. Executive Deferred
Compensation Plan (the “Plan”) is for members of management and highly compensated employees of Shore Bancshares,
Inc. and its subsidiaries. The Plan permits a participant to elect, each year, to defer receipt of up to 100% of his or her salary
and bonus to be earned in the following year. The Plan also permits the participant to defer the receipt of performance-based
compensation not later than six months before the end of the period for which it is to be earned. The deferred amounts are credited
to an account maintained on behalf of the participant and are invested at the discretion of each participant in certain deemed
investment options selected by the Compensation Committee of the Board of Shore Bancshares, Inc. Shore Bancshares, Inc. may also
make matching, mandatory and discretionary contributions for certain participants. A participant is fully vested at all times
in the amounts that he or she elects to defer.
Any contributions by Shore Bancshares,
Inc. will vest over a five-year period. There were no elective deferrals made by plan participants during 2018 or 2017.
The following table provides information
on Shore Bancshares, Inc.’s contributions to the Plan for 2018 and 2017 and the related deferred compensation liability
at December 31, 2018 and 2017.
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Deferred compensation contribution
|
|
$
|
-
|
|
|
$
|
-
|
|
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Deferred compensation liability
|
|
$
|
268
|
|
|
$
|
393
|
|
Shore United Bank assumed agreements held
by the former CNB Bank under which its former directors had elected to defer part of their fees and compensation while serving
on the former Board of CNB. The amounts deferred are invested in insurance policies, on the lives of the respective individuals.
Amounts available under the policies are to be paid to the individuals as retirement benefits over future years. The following
table includes information on the cash surrender value and the accrued benefit obligation included in other assets and other liabilities
at December 31, 2018 and 2017.
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Cash surrender value
|
|
$
|
3,726
|
|
|
$
|
3,637
|
|
Accrued benefit obligation
|
|
|
773
|
|
|
|
826
|
|
NOTE 15. OTHER EXPENSES
The following table summarizes the Company’s other noninterest
expenses for the years ended December 31, excluding discontinued operations:
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Advertising and marketing
|
|
$
|
509
|
|
|
$
|
509
|
|
Other customer expense
|
|
|
352
|
|
|
|
360
|
|
Other expense
|
|
|
1,888
|
|
|
|
1,643
|
|
Other loan expense
|
|
|
336
|
|
|
|
271
|
|
Software expense
|
|
|
934
|
|
|
|
862
|
|
Travel and entertainment expense
|
|
|
328
|
|
|
|
297
|
|
Trust professional fees
|
|
|
518
|
|
|
|
529
|
|
Total noninterest expense
|
|
$
|
4,865
|
|
|
$
|
4,471
|
|
NOTE 16. INCOME TAXES
The following table provides information
on components of income tax expense for continuing operations for each of the two years ended December 31.
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Current tax expense:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
4,110
|
|
|
$
|
4,258
|
|
State
|
|
|
1,167
|
|
|
|
-
|
|
|
|
|
5,277
|
|
|
|
4,258
|
|
Deferred income tax (benefit) expense:
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(120
|
)
|
|
|
2,903
|
|
State
|
|
|
223
|
|
|
|
1,573
|
|
|
|
|
103
|
|
|
|
4,476
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense
|
|
$
|
5,380
|
|
|
$
|
8,734
|
|
The U.S. Tax Cuts and Jobs Act (“Tax
Act”) was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law. Beginning in 2018, the
Tax Act reduced the U.S. statutory tax rate from 35% to 21% and created new taxes on certain foreign-sourced earnings and certain
related-party payments, which are referred to as the global intangible low-taxes income tax and the base erosion tax, respectively.
In addition, in 2017 the Company was subject to a one-time transition tax on accumulated foreign subsidiary earnings not previously
subject to U.S. income tax.
The following table provides a reconciliation
of tax computed at the statutory federal tax rate to the actual tax expense for continuing operations for each of the two years
ended December 31.
|
|
2018
|
|
|
2017
|
|
Tax at federal statutory rate
|
|
|
21.0
|
%
|
|
|
35.0
|
%
|
Tax effect of:
|
|
|
|
|
|
|
|
|
Tax-exempt income
|
|
|
(0.5
|
)
|
|
|
(1.0
|
)
|
Other non-deductible expenses
|
|
|
0.2
|
|
|
|
0.1
|
|
State income taxes, net of federal benefit
|
|
|
5.2
|
|
|
|
5.1
|
|
Tax impact from enacted change in tax rate
|
|
|
-
|
|
|
|
7.6
|
|
Other
|
|
|
(0.5
|
)
|
|
|
1.8
|
|
Actual income tax expense rate
|
|
|
25.4
|
%
|
|
|
48.6
|
%
|
The following table provides information on significant components
of the Company’s deferred tax assets and liabilities as of December 31. The Company recorded a provisional adjustment to
our U.S. deferred income taxes as of December 31, 2017 to reflect the reduction in the U.S. statutory tax rate from 35% to 21%
resulting from the Tax Act.
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Allowance for credit losses
|
|
$
|
2,797
|
|
|
$
|
2,625
|
|
Reserve for off-balance sheet commitments
|
|
|
81
|
|
|
|
81
|
|
Net operating loss carry forward
|
|
|
-
|
|
|
|
741
|
|
Write-downs of other real estate owned
|
|
|
273
|
|
|
|
212
|
|
Nonaccrual loan interest
|
|
|
260
|
|
|
|
95
|
|
Unrealized losses on available-for-sale securities
|
|
|
1,105
|
|
|
|
460
|
|
Unrealized losses on available-for-sale securities transferred to held to maturity
|
|
|
12
|
|
|
|
20
|
|
Other
|
|
|
524
|
|
|
|
635
|
|
Total deferred tax assets
|
|
|
5,052
|
|
|
|
4,869
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
238
|
|
|
|
408
|
|
Acquisition on loans FMV adjustment
|
|
|
60
|
|
|
|
84
|
|
Purchase accounting adjustments
|
|
|
247
|
|
|
|
1,994
|
|
Deferred capital gain on branch sale
|
|
|
200
|
|
|
|
207
|
|
Other
|
|
|
125
|
|
|
|
241
|
|
Total deferred tax liabilities
|
|
|
870
|
|
|
|
2,934
|
|
Net deferred tax assets
|
|
$
|
4,182
|
|
|
$
|
1,935
|
|
NOTE 17. EARNINGS PER COMMON SHARE
Basic earnings per common share is calculated
by dividing net income available to (allocable to) common stockholders by the weighted average number of common shares outstanding
during the period. Diluted earnings per common share is calculated by dividing net income available to (allocable to) common stockholders
by the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock
equivalents (stock-based awards). The following table provides information relating to the calculation of earnings per common
share.
(In thousands, except per share data)
|
|
2018
|
|
|
2017
|
|
Net income from continuing operations
|
|
$
|
15,763
|
|
|
$
|
9,225
|
|
Net income from discontinued operations
|
|
|
9,234
|
|
|
|
2,037
|
|
Net income
|
|
|
24,997
|
|
|
|
11,262
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - basic
|
|
|
12,739
|
|
|
|
12,682
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of common stock equivalents-options
|
|
|
12
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of common stock equivalents-restricted stock units
|
|
|
2
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - diluted
|
|
|
12,753
|
|
|
|
12,718
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share
|
|
|
|
|
|
|
|
|
Income form continuing operations
|
|
$
|
1.24
|
|
|
$
|
0.73
|
|
Income form discontinued operations
|
|
|
0.72
|
|
|
|
0.16
|
|
Net income
|
|
$
|
1.96
|
|
|
$
|
0.89
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
|
|
|
|
|
|
|
Income form continuing operations
|
|
$
|
1.24
|
|
|
$
|
0.73
|
|
Income form discontinued operations
|
|
|
0.72
|
|
|
|
0.16
|
|
Net income
|
|
$
|
1.96
|
|
|
$
|
0.89
|
|
For all periods presented, the calculations
of diluted income per common share excluded no weighted average common stock equivalents because the effect of including them
would have anti-dilutive.
NOTE 18. REGULATORY CAPITAL REQUIREMENTS
Banks and bank holding companies are subject
to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements
can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have
a direct material effect on the 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 the Banks’ assets,
liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Banks’ capital
amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and
other factors.
Basel III
The FRB and the FDIC approved the final
rules implementing the Basel Committee on Banking Supervision's (“BCBS”) capital guidelines for U.S. banks. Under
the final rules, minimum requirements increased for both the quantity and quality of capital held by the Company. The rules include
a new common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5%, raise the minimum ratio of Tier 1 capital to
risk-weighted assets to 6.0%, require a minimum ratio of Total Capital to risk-weighted assets of 8.0%, and require a minimum
Tier 1 leverage ratio of 4.0%. A new capital conservation buffer, comprised of common equity Tier 1 capital, is also established
above the regulatory minimum capital requirements. This capital conservation buffer was phased in beginning January 1, 2016 at
0.625% of risk-weighted assets and increased each subsequent year by an additional 0.625% until reaching its final level of 2.5%
on January 1, 2019. Strict eligibility criteria for regulatory capital instruments were also implemented under the final rules.
The final rules also revise the definition and calculation of Tier 1 capital, Total Capital, and risk-weighted assets. At December
31, 2018 the capital conservation buffer was 1.875% and the Bank’s specific capital buffer was 4.73%.
The phase-in period for the final rules
began on January 1, 2015, with full compliance with all of the final rules’ requirements phased in over a multi-year schedule,
ending on January 1, 2019.
Quantitative measures established by regulation
to ensure capital adequacy require the Bank to maintain amounts and ratios (set forth in the table below) of Common Equity Tier
1, Tier 1 and total capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined)
to average assets (leverage ratio). As of December 31, 2018, management believes that Shore United Bank met all capital adequacy
requirements to which it was subject.
As of December 31, 2018, the most recent
notification from the Federal Reserve Bank categorized Shore Untied Bank, as well capitalized under the regulatory framework for
prompt corrective action. There are no conditions or events since that notification that management believes would change the
Bank’s classification. To be categorized as well capitalized, the Bank must maintain minimum common equity Tier 1, Tier
1 risk-based and total risk-based capital ratios, and Tier 1 leverage ratios, which are described below.
The minimum ratios for capital adequacy
purposes are 6.38%, 7.88%, 9.88% and 4.00% for the common equity Tier 1, Tier 1 risk-based capital, total risk-based capital and
leverage ratios, respectively which include a capital conservation buffer of 1.875% respectively. To be categorized as well capitalized,
a bank must maintain minimum ratios of 6.50%, 8.00%, 10.00% and 5.00% for its common equity Tier 1, Tier 1 risk-based capital,
total risk-based capital and leverage ratios, respectively.
The following tables present the capital
amounts and ratios as of December 31, 2018 and 2017.
|
|
Common
|
|
|
Total
|
|
|
Net
|
|
|
|
|
|
|
|
|
Tier 1
|
|
|
Total
|
|
|
|
|
|
|
Equity/
|
|
|
Risk-
|
|
|
Risk-
|
|
|
Adjusted
|
|
|
Common
|
|
|
Risk-Based
|
|
|
Risk-Based
|
|
|
Tier 1
|
|
(Dollars in thousands)
|
|
Tier 1
|
|
|
Based
|
|
|
Weighted
|
|
|
Average
|
|
|
Equity
|
|
|
Capital
|
|
|
Capital
|
|
|
Leverage
|
|
December 31, 2018
|
|
Capital
|
|
|
Capital
|
|
|
Assets
|
|
|
Total Assets
|
|
|
Tier 1 ratio
|
|
|
Ratio
|
|
|
Ratio
|
|
|
Ratio
|
|
Company (1)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Shore United Bank
|
|
$
|
140,265
|
|
|
$
|
150,909
|
|
|
$
|
1,185,050
|
|
|
$
|
1,432,686
|
|
|
|
11.84
|
%
|
|
|
11.84
|
%
|
|
|
12.73
|
%
|
|
|
9.79
|
%
|
|
|
Common
|
|
|
Total
|
|
|
Net
|
|
|
|
|
|
|
|
|
Tier 1
|
|
|
Total
|
|
|
|
|
|
|
Equity/
|
|
|
Risk-
|
|
|
Risk-
|
|
|
Adjusted
|
|
|
Common
|
|
|
Risk-Based
|
|
|
Risk-Based
|
|
|
Tier 1
|
|
(Dollars in thousands)
|
|
Tier 1
|
|
|
Based
|
|
|
Weighted
|
|
|
Average
|
|
|
Equity
|
|
|
Capital
|
|
|
Capital
|
|
|
Leverage
|
|
December 31, 2017
|
|
Capital
|
|
|
Capital
|
|
|
Assets
|
|
|
Total Assets
|
|
|
Tier 1 ratio
|
|
|
Ratio
|
|
|
Ratio
|
|
|
Ratio
|
|
Company
|
|
$
|
132,370
|
|
|
$
|
142,452
|
|
|
$
|
1,112,259
|
|
|
$
|
1,345,876
|
|
|
|
11.90
|
%
|
|
|
11.90
|
%
|
|
|
12.81
|
%
|
|
|
9.84
|
%
|
Shore United Bank
|
|
|
126,751
|
|
|
|
136,833
|
|
|
|
1,107,074
|
|
|
|
1,342,484
|
|
|
|
11.45
|
%
|
|
|
11.45
|
%
|
|
|
12.36
|
%
|
|
|
9.44
|
%
|
|
(1)
|
In August of 2018 the Economic Growth, Regulatory Relief,
and Consumer Protection Act (“EGRRCPA”) directed the Federal Reserve Board
(“FRB”) to revise the Small Bank Holding Company Policy Statement to raise
the total consolidated asset limit in the Policy Statement from $1 billion to $3 billion.
The Company was previously required to comply with the minimum capital requirements on
a consolidated basis; however, the Company continues to meet the conditions of the revised
policy statement and was, therefore, exempt from the consolidated capital requirements
at December 31, 2018.
|
The Company, also began filing less extensive and
less frequent regulatory reports with the FRB, which will reduce administrative costs for the Company.
Bank and holding company regulations,
as well as Maryland law, impose certain restrictions on dividend payments by the Bank, as well as restricting extensions of credit
and transfers of assets between the Bank and the Company.
At December 31, 2018, the Bank could pay
dividends to the parent to the extent of its earnings so long as it maintained required capital ratios. The Bank paid $4.0 million
and $0 of dividends to Shore Bancshares, Inc. for the years ended December 31, 2018 and 2017, respectively. Shore Bancshares,
Inc. had no outstanding receivables from subsidiaries at December 31, 2018 or 2017.
NOTE 19. ACCUMULATED OTHER COMPREHENSIVE INCOME
The Company records unrealized holding
gains (losses), net of tax, on investment securities available for sale as accumulated other comprehensive income (loss), a separate
component of stockholders’ equity. The following table provides information on the changes in the components of accumulated
other comprehensive income (loss) for 2018 and 2017.
|
|
|
|
|
Unrealized gains
|
|
|
|
|
|
|
Unrealized
|
|
|
(losses) on securities
|
|
|
Accumulated
|
|
|
|
gains (losses) on
|
|
|
Available-for-sale
|
|
|
other
|
|
|
|
available-for-sale
|
|
|
to
|
|
|
comprehensive
|
|
(Dollars in thousands)
|
|
securities
|
|
|
Held-to-maturity
|
|
|
income (loss)
|
|
Balance, December 31, 2017
|
|
$
|
(1,255
|
)
|
|
$
|
(54
|
)
|
|
$
|
(1,309
|
)
|
Cumulative effect adjustment (ASU 2016-01)
|
|
|
6
|
|
|
|
-
|
|
|
|
6
|
|
Other comprehensive income (loss)
|
|
|
(1,669
|
)
|
|
|
22
|
|
|
|
(1,647
|
)
|
Balance, December 31, 2018
|
|
$
|
(2,918
|
)
|
|
$
|
(32
|
)
|
|
$
|
(2,950
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2016
|
|
$
|
(931
|
)
|
|
$
|
(62
|
)
|
|
$
|
(993
|
)
|
Other comprehensive income (loss)
|
|
|
(105
|
)
|
|
|
18
|
|
|
|
(87
|
)
|
Reclassification of (gain) recognized
|
|
|
(3
|
)
|
|
|
-
|
|
|
|
(3
|
)
|
Reclassification of stranded tax effects from change in tax rate
|
|
|
(216
|
)
|
|
|
(10
|
)
|
|
|
(226
|
)
|
Balance, December 31, 2017
|
|
$
|
(1,255
|
)
|
|
$
|
(54
|
)
|
|
$
|
(1,309
|
)
|
The following table presents the amounts reclassified out of
accumulated comprehensive income (loss) for the years ended December 31, 2018 and 2017.
Details about Accumulated Other
|
|
|
|
|
|
|
|
|
Comprehensive Income Components
|
|
Amount Reclassified from Accumulated
|
|
|
Affected Line Item in the Statement Where
|
(dollars in thousands)
|
|
Other Comprehensive Income
|
|
|
Net Income is Presented
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
|
Realized (gains) on available for sale investment securities
|
|
$
|
-
|
|
|
$
|
(5
|
)
|
|
Gain on sales and calls of investment securities
|
|
|
|
|
|
|
|
|
|
|
|
Related income tax
|
|
$
|
-
|
|
|
$
|
2
|
|
|
Income tax expense
|
Total Reclassification for the Period
|
|
$
|
-
|
|
|
$
|
(3
|
)
|
|
|
NOTE 20. FAIR VALUE MEASUREMENTS
Accounting guidance under GAAP defines
fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date. This accounting guidance also establishes a fair value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.
The Company uses fair value measurements
to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available
for sale and equity securities with readily determinable fair values are recorded at fair value on a recurring basis. Additionally,
from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as impaired
loans, loans held for sale and other real estate owned (foreclosed assets). These nonrecurring fair value adjustments typically
involve application of lower of cost or market accounting or write-downs of individual assets.
Under fair value accounting guidance,
assets and liabilities are grouped at fair value in three levels, based on the markets in which the assets and liabilities are
traded and the reliability of the assumptions used to determine their fair values. These hierarchy levels are:
Level
1 inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability
to access at the measurement date.
Level
2 inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
or indirectly. These might include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted
prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly
quoted intervals.
Level
3 inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own
assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
Assets Measured
at Fair Value on a Recurring Basis
Investment Securities Available for
Sale
Fair value measurement for investment
securities available for sale is based on quoted prices from an independent pricing service. The fair value measurements consider
observable data that may include present value of future cash flows, prepayment assumptions, credit loss assumptions and other
factors. The Company classifies its investments in U.S. Treasury securities, if any, as Level 1 in the fair value hierarchy, and
it classifies its investments in U.S. Government agencies securities and mortgage-backed securities issued or guaranteed by U.S.
Government sponsored entities as Level 2.
Equity Securities
Fair value measurement for equity securities
is based on quoted market prices retrieved by the Company via on-line resources. Although these securities have readily available
fair market values, the Company deems that they be classified as level 2 investments in the fair value hierarchy due to not being
considered traded in a highly active market.
The tables below present the recorded
amount of assets measured at fair value on a recurring basis at December 31, 2018 and 2017. No assets were transferred from one
hierarchy level to another during 2018 or 2017.
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
Quoted
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
Prices
|
|
|
Inputs
|
|
|
Inputs
|
|
(Dollars in thousands)
|
|
Fair Value
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
|
$
|
33,636
|
|
|
$
|
-
|
|
|
$
|
33,636
|
|
|
$
|
-
|
|
Mortgage-backed
|
|
|
120,796
|
|
|
|
-
|
|
|
|
120,796
|
|
|
|
-
|
|
|
|
|
154,432
|
|
|
|
-
|
|
|
|
154,432
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
1,269
|
|
|
|
-
|
|
|
|
1,269
|
|
|
|
-
|
|
Total
|
|
$
|
155,701
|
|
|
$
|
-
|
|
|
$
|
155,701
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
Quoted
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
Prices
|
|
|
Inputs
|
|
|
Inputs
|
|
(Dollars in thousands)
|
|
Fair Value
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies
|
|
$
|
45,332
|
|
|
$
|
-
|
|
|
$
|
45,332
|
|
|
$
|
-
|
|
Mortgage-backed
|
|
|
150,965
|
|
|
|
-
|
|
|
|
150,965
|
|
|
|
-
|
|
Equity
|
|
|
658
|
|
|
|
-
|
|
|
|
658
|
|
|
|
-
|
|
Total
|
|
$
|
196,955
|
|
|
$
|
-
|
|
|
$
|
196,955
|
|
|
$
|
-
|
|
Assets Measured
at Fair Value on a Nonrecurring Basis
Impaired Loans
Loans are considered impaired when, based
on current information and events, it is probable that the Company will be unable to collect all amounts due according to the
contractual terms of the loan agreement. Loan impairment is measured using the present value of expected cash flows, the loan’s
observable market price or the fair value of the collateral (less selling costs) if the loans are collateral dependent and these
are considered Level 3 in the fair value hierarchy. Collateral may be real estate and/or business assets including equipment,
inventory and/or accounts receivable. The value of business equipment, inventory and accounts receivable, discounted on management’s
review and analysis. Appraised and reported values may be discounted based on management’s historical knowledge, changes
in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and the client’s
business.
Impaired loans are reviewed and evaluated
on at least a quarterly basis for additional impairment and adjusted accordingly, based on the factors identified above. Valuation
techniques are consistent with those techniques applied in prior periods.
Other Real Estate Owned (Foreclosed
Assets)
Foreclosed assets are adjusted for fair
value upon transfer of loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of carrying value
and fair value. The estimated fair value for foreclosed assets included in Level 3 are determined by independent market based
appraisals and other available market information, less costs to sell, that may be reduced further based on market expectations
or an executed sales agreement. If the fair value of the collateral deteriorates subsequent to the initial recognition, the Company
records the foreclosed asset as a non-recurring Level 3 adjustment. Valuation techniques are consistent with those techniques
applied in prior periods.
The following
tables set forth the Company’s financial assets subject to fair value adjustments (impairment) on a nonrecurring basis at
December 31, 2018 and 2017, that are valued at the lower of cost or market. Assets are classified in their entirety based on the
lowest level of input that is significant to the fair value measurement.
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
|
(Dollars in thousands)
|
|
|
Fair Value
|
|
|
Valuation Technique
|
|
|
Unobservable Input
|
|
|
|
Range
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonrecurring measurements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
3,839
|
|
|
Appraisal of collateral
|
1
|
|
|
Appraisal adjustments
|
2
|
|
|
|
0% - 17%
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation expense
|
2
|
|
|
|
0% - 10%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
5,902
|
|
|
Discounted cash flow analysis
|
1
|
|
|
Discount rate
|
|
|
|
|
4% - 7.25%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other real estate owned
|
|
$
|
1,222
|
|
|
Appraisal of collateral
|
1
|
|
|
Appraisal adjustments
|
2
|
|
|
|
15% - 40%
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation expense
|
2
|
|
|
|
5% - 10%
|
|
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
|
(Dollars in thousands)
|
|
|
Fair Value
|
|
|
Valuation Technique
|
|
|
Unobservable Input
|
|
|
|
Range
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonrecurring measurements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
510
|
|
|
Appraisal of collateral
|
1
|
|
|
Liquidation expense
|
2
|
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
6,005
|
|
|
Discounted cash flow analysis
|
1
|
|
|
Discount rate
|
|
|
|
|
4% - 8.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other real estate owned
|
|
$
|
1,794
|
|
|
Appraisal of collateral
|
1
|
|
|
Appraisal adjustments
|
2
|
|
|
|
20% - 30%
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation expense
|
2
|
|
|
|
5% - 10%
|
|
|
(1)
|
Fair value is generally determined through independent appraisals of the underlying collateral
(impaired loans and OREO) or discounted cash flow analyses (impaired loans), which generally include various level III inputs
which are not identifiable.
|
|
(2)
|
Appraisals may be adjusted by management for qualitative factors such as economic conditions
and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent
of the appraisal.
|
Fair Value of Financial Assets and
Financial Liabilities
The carrying amounts and estimated
fair values of the Company’s financial instruments are presented in the following tables. Fair values for December 31, 2018
were estimated using an exit price notion in accordance with the prospective adoption of ASU 2016-01, “Recognition and Measurement
of Financial Assets and Financial Liabilities.” Fair values for December 31, 2017 were estimated using the guidance in effect
for that period, which permitted the use of an entry price notion in the compilation of this disclosure.
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
Estimated
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
(Dollars in thousands)
|
|
Amount
|
|
|
Value
|
|
|
Amount
|
|
|
Value
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 inputs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
67,225
|
|
|
$
|
67,225
|
|
|
$
|
31,820
|
|
|
$
|
31,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 2 inputs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities held to maturity
|
|
$
|
6,043
|
|
|
$
|
6,000
|
|
|
$
|
6,247
|
|
|
$
|
6,391
|
|
Restricted securities
|
|
|
6,476
|
|
|
|
6,476
|
|
|
|
3,735
|
|
|
|
3,735
|
|
Cash surrender value on life insurance
|
|
|
3,726
|
|
|
|
3,726
|
|
|
|
3,637
|
|
|
|
3,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 inputs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net
|
|
|
1,185,012
|
|
|
|
1,150,418
|
|
|
|
1,083,733
|
|
|
|
1,072,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 2 inputs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing demand
|
|
$
|
330,466
|
|
|
$
|
330,466
|
|
|
$
|
328,322
|
|
|
$
|
328,322
|
|
Checking plus interest
|
|
|
239,809
|
|
|
|
239,809
|
|
|
|
231,898
|
|
|
|
231,898
|
|
Money market
|
|
|
232,613
|
|
|
|
232,613
|
|
|
|
223,123
|
|
|
|
223,123
|
|
Savings
|
|
|
148,723
|
|
|
|
148,723
|
|
|
|
156,623
|
|
|
|
156,623
|
|
Club
|
|
|
387
|
|
|
|
387
|
|
|
|
398
|
|
|
|
398
|
|
Brokered Deposits
|
|
|
22,084
|
|
|
|
22,075
|
|
|
|
-
|
|
|
|
-
|
|
Certificates of deposit, $100,000 or more
|
|
|
97,905
|
|
|
|
96,435
|
|
|
|
107,343
|
|
|
|
105,691
|
|
Other time
|
|
|
140,354
|
|
|
|
136,292
|
|
|
|
155,074
|
|
|
|
151,339
|
|
Short-term borrowings
|
|
|
60,812
|
|
|
|
60,812
|
|
|
|
21,734
|
|
|
|
21,734
|
|
Long-term borrowings
|
|
|
15,000
|
|
|
|
15,012
|
|
|
|
-
|
|
|
|
-
|
|
NOTE 21. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
In the normal course of business, to meet
the financing needs of its customers, the Bank is party to financial instruments with off-balance sheet risk. These financial
instruments include commitments to extend credit and standby letters of credit. The Banks’ exposure to credit loss in the
event of nonperformance by the other party to these financial instruments is represented by the contractual amount of the instruments.
The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance sheet instruments.
The Bank generally requires collateral or other security to support the financial instruments with credit risk. The amount of
collateral or other security is determined based on management’s credit evaluation of the counterparty. The Bank evaluates
each customer’s creditworthiness on a case-by-case basis.
Commitments to extend credit are agreements
to lend to a customer as long as there is no violation of any condition established in the contract. Letters of credit are conditional
commitments issued by the Bank to guarantee the performance of a customer to a third party. Letters of credit and other commitments
generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the letters
of credit and commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent
future cash requirements.
The following table provides information
on commitments outstanding as of December 31, 2018 and 2017.
(Dollars in thousands)
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
Commitments to extend credit
|
|
$
|
210,463
|
|
|
$
|
206,065
|
|
Letters of credit
|
|
|
6,917
|
|
|
|
7,142
|
|
Total
|
|
$
|
217,380
|
|
|
$
|
213,207
|
|
The Bank has established an allowance
for off balance sheet credit exposures. The allowance is established as losses are estimated to have occurred through a loss for
off balance sheet credit exposures charged to earnings. Losses are charged against the allowance when management believes the
required funding of these exposures is uncollectible. While this evaluation is completed on a regular basis, it is inherently
subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
NOTE 22. RELATED PARTY TRANSACTIONS
Shore Bancshares Inc. and its Bank subsidiary
will periodically rent ballroom space from the Tidewater Inn located in Easton Maryland, to hold company meetings and events.
A director of the board of Shore Bancshares Inc. holds a 61% interest in a limited liability company which owns the Tidewater
Inn. During 2018 and 2017, approximately $20 thousand and $25 thousand in expenses were paid for rental and catering services.
NOTE 23. CONTINGENCIES
In the normal course of business, Shore
Bancshares, Inc. and its Bank subsidiary may become involved in litigation arising from banking, financial, and other activities.
Management, after consultation with legal counsel, does not anticipate that the future liability, if any, arising out of current
proceedings will have a material effect on the Company’s financial condition, operating results, or liquidity.
NOTE 24. PARENT COMPANY FINANCIAL INFORMATION
The following tables provide condensed financial information
for Shore Bancshares, Inc. (Parent Company Only).
Condensed Balance Sheets
December 31,
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
26,583
|
|
|
$
|
683
|
|
Investment securities available for sale, at fair value
|
|
|
918
|
|
|
|
1,127
|
|
Investment in subsidiaries
|
|
|
157,855
|
|
|
|
157,880
|
|
Premises and equipment, net
|
|
|
3,772
|
|
|
|
3,435
|
|
Other assets
|
|
|
1,593
|
|
|
|
2,209
|
|
Total assets
|
|
$
|
190,721
|
|
|
$
|
165,334
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Accrued interest payable
|
|
$
|
1
|
|
|
$
|
-
|
|
Other liabilities
|
|
|
6,494
|
|
|
|
932
|
|
Short-term borrowings
|
|
|
1,041
|
|
|
|
666
|
|
Total liabilities
|
|
|
7,536
|
|
|
|
1,598
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
127
|
|
|
|
127
|
|
Additional paid in capital
|
|
|
65,434
|
|
|
|
65,256
|
|
Retained earnings
|
|
|
120,574
|
|
|
|
99,662
|
|
Accumulated other comprehensive loss
|
|
|
(2,950
|
)
|
|
|
(1,309
|
)
|
Total stockholders' equity
|
|
|
183,185
|
|
|
|
163,736
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
190,721
|
|
|
$
|
165,334
|
|
Condensed Statements of Income
For the Years Ended December 31,
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Income
|
|
|
|
|
|
|
|
|
Dividends from subsidiaries
|
|
$
|
4,000
|
|
|
$
|
1,000
|
|
Management and other fees from subsidiaries
|
|
|
8,160
|
|
|
|
7,811
|
|
Gain on sale of subsidiary
|
|
|
12,736
|
|
|
|
-
|
|
Other operating income
|
|
|
30
|
|
|
|
94
|
|
Total income
|
|
|
24,926
|
|
|
|
8,905
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
54
|
|
|
|
36
|
|
Salaries and employee benefits
|
|
|
4,580
|
|
|
|
4,799
|
|
Occupancy and equipment expense
|
|
|
630
|
|
|
|
592
|
|
Other operating expenses
|
|
|
3,421
|
|
|
|
2,878
|
|
Total expenses
|
|
|
8,685
|
|
|
|
8,305
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense (benefit) and equity in undistributed net income of
subsidiaries
|
|
|
16,241
|
|
|
|
600
|
|
Income tax expense (benefit)
|
|
|
4,298
|
|
|
|
(138
|
)
|
Income before equity in undistributed net income of subsidiaries
|
|
|
11,943
|
|
|
|
738
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed net income of subsidiaries
|
|
|
13,054
|
|
|
|
10,524
|
|
Net income
|
|
$
|
24,997
|
|
|
$
|
11,262
|
|
Condensed Statements of Cash Flows
For the Years Ended December 31,
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
24,997
|
|
|
$
|
11,262
|
|
Adjustments to reconcile net income to cash
|
|
|
|
|
|
|
|
|
provided by operating activities:
|
|
|
|
|
|
|
|
|
Equity in undistributed net income of subsidiaries
|
|
|
(13,054
|
)
|
|
|
(10,524
|
)
|
Depreciation and amortization
|
|
|
469
|
|
|
|
452
|
|
Stock-based compensation expense
|
|
|
447
|
|
|
|
1,055
|
|
Gain on sale of subsidiary
|
|
|
(12,736
|
)
|
|
|
-
|
|
Net decrease in other assets
|
|
|
1,001
|
|
|
|
843
|
|
Net increase (decrease) in other liabilities
|
|
|
3,267
|
|
|
|
(806
|
)
|
Net cash provided by operating activities
|
|
|
4,391
|
|
|
|
2,282
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Proceeds from maturities and principal payments of investment securities available for sale
|
|
|
187
|
|
|
|
534
|
|
Purchases of premises and equipment
|
|
|
(590
|
)
|
|
|
(148
|
)
|
Payments for advances to subsidiary
|
|
|
-
|
|
|
|
(267
|
)
|
Cash of subsidiary retained upon disposal
|
|
|
726
|
|
|
|
-
|
|
Proceeds from sale of subsidiary
|
|
|
25,159
|
|
|
|
-
|
|
Net cash provided by investing activities
|
|
|
25,482
|
|
|
|
119
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Increase in short-term borrowings
|
|
|
375
|
|
|
|
666
|
|
Repayment of long-term debt
|
|
|
-
|
|
|
|
(843
|
)
|
Common stock dividends paid
|
|
|
(4,079
|
)
|
|
|
(2,790
|
)
|
Repurchase of shares for tax withholding on exercised options and vested restricted stock
|
|
|
(269
|
)
|
|
|
-
|
|
Net cash used in financing activities
|
|
|
(3,973
|
)
|
|
|
(2,967
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
25,900
|
|
|
|
(566
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
683
|
|
|
|
1,249
|
|
Cash and cash equivalents at end of year
|
|
$
|
26,583
|
|
|
$
|
683
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
Transfer of available for sale securities to banking subsidiary
|
|
$
|
-
|
|
|
$
|
10,233
|
|
NOTE 25. REVENUE RECOGNITION
On January 1, 2018, the Company adopted
ASU No. 2014-09
“Revenue from Contracts with Customers” (Topic 606)
and all subsequent ASUs that modified Topic
606. The implementation of the new standard did not have a material impact on the measurement or recognition of revenue; as such,
a cumulative effect adjustment to opening retained earnings was not deemed necessary. Results for reporting periods beginning
after January 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported
in accordance with our historic accounting under Topic 605.
Topic 606 does not apply to revenue associated
with financial instruments, including revenue from loans and securities. Topic 606 is applicable to noninterest revenue streams
such as trust and asset management income, deposit related fees, interchange fees and merchant income. However, the recognition
of these revenue streams did not change significantly upon adoption of Topic 606. Substantially all of the Company’s revenue
is generated from contracts with customers. Noninterest revenue streams in-scope of Topic 606 are discussed below.
Service Charges on Deposit Accounts
Service charges on deposit accounts consist
of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check
orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly
service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided.
Check orders and other deposit account
related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related
revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or at
the end of the month through a direct charge to customers’ accounts.
Trust and Investment Fee Income
Trust and investment fee income are primarily
comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance
obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value
of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a
direct charge to customers’ accounts. The Company does not earn performance-based incentives.
Optional services such as real estate
sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s
performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point
in time (i.e., as incurred). Payment is received shortly after services are rendered.
Other Noninterest Income
Other noninterest income consists of:
fees, exchange, other service charges, safety deposit box rental fees, and other miscellaneous revenue streams. Fees and other
service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, and other service
charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and
credit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Company cardholder
uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged
to merchants to process their debit and credit card transactions, in addition to account management fees. Other service charges
include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s
performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when
the services are rendered or upon completion. Payment is typically received immediately or in the following month. Safe deposit
box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined
that rentals and renewals of safe deposit boxes will be recognized on a monthly basis consistent with the duration of the performance
obligation.
The following presents noninterest income, segregated by revenue
streams in-scope and out-of-scope of Topic 606, for December 31, 2018 and 2017.
|
|
December 31,
|
|
(Dollars in thousands)
|
|
2018
|
|
|
2017
|
|
Noninterest Income
|
|
|
|
|
|
|
|
|
In-scope of Topic 606:
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts
|
|
$
|
3,879
|
|
|
$
|
3,628
|
|
Trust and investment fee income
|
|
|
1,557
|
|
|
|
1,532
|
|
Other noninterest income
|
|
|
3,504
|
|
|
|
2,964
|
|
Noninterest Income (in-scope of Topic 606)
|
|
|
8,940
|
|
|
|
8,124
|
|
Noninterest Income (out-of-scope of Topic 606)
|
|
|
73
|
|
|
|
76
|
|
Total Noninterest Income (1)
|
|
$
|
9,013
|
|
|
$
|
8,200
|
|
|
(1)
|
Noninterest income associated with discontinued operations
is reported in Note 2.
|
Contract Balances
A contract asset balance occurs when an
entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before
payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service
to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s noninterest
revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees
based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance
obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and
therefore, does not experience significant contract balances. As of December 31, 2018 and December 31, 2017, the Company
did not have any significant contract balances.