UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20429
Form 10-K
(MARK ONE)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2014
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TRANSITION REPORT UNDER SECTION 13 OR 15(b) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________to _____________
Commission file number 000-50313
SURREY BANCORP
(Exact Name of Registrant as Specified in Its Charter)
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NORTH CAROLINA
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59-3772016
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(State or Other Jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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145 North Renfro Street (P.O. Box 1227); Mount Airy, NC 27030
(Address of principal executive office)
(336) 783-3900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this form 10-K.
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Indicate by checkmark whether the registrant is a larger accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second quarter was $20.2 million.
3,549,665 shares of the Registrant’s common stock were issued and outstanding as of March 6, 2015.
DOCUMENTS INCORPORATED BY REFERENCE
The annual report to security holders for fiscal year ended December 31, 2014, is incorporated by reference into Form 10-K Part II, Items 6, 7 and 8, and Part IV, Item 15. The registrant’s Proxy Statement dated April 2, 2015, is incorporated by reference into Form 10-K Part III, Items 10, 11, 12, 13 and 14.
PART I
General
Surrey Bancorp (the “Company”) began operations on May 1, 2003 and was created for the purpose of acquiring all the outstanding shares of common stock of Surrey Bank & Trust. The Company is subject to regulation by the Federal Reserve.
Surrey Bank & Trust (the “Bank”) was incorporated on July 15, 1996 as a North Carolina banking corporation and opened for business on July 22, 1996. As such, the Bank operates under the laws of the State of North Carolina. As a state chartered, nonmember bank, the Bank is subject to regulation, supervision and regular examination by the North Carolina Banking Commission (the “Commission”) through the North Carolina Commissioner of Banks (the “Commissioner”) and its applicable federal regulator is the Federal Deposit Insurance Corporation (the “FDIC”). The North Carolina Banking Commission and the FDIC have the power to enforce compliance with applicable banking statutes and regulations.
The principal business of the Company is to provide comprehensive individual and corporate financial services through its main and branch offices in Mount Airy, North Carolina and branch offices in Stuart, Virginia and Pilot Mountain, North Carolina. These services include demand and time deposits as well as commercial, installment, mortgage and other consumer lending services, insurance and investment services.
Competitive Conditions
The principal areas and methods of competition in the banking industry are the services that are offered, the pricing of those services, the convenience and availability of the services and the degree of expertise and personal manner with which those services are offered. The Company encounters strong competition from other commercial banks, including the largest North Carolina banks, operating in Mount Airy, North Carolina, and the surrounding area. In the conduct of certain aspects of its business, the Bank also competes with credit unions, insurance companies, money market mutual funds, and other non-bank financial institutions, some of which are not subject to the same degree of regulation as the Company. Many of these competitors have substantially greater resources and lending abilities than the Company and offer certain services, such as investment banking, trust, interstate and international banking services, that the Company does not provide.
Material Customers
Deposits are derived from a broad base of customers in the Company’s trade area. No material portion of deposits have been obtained from a single person or a few persons (including Federal, State, and local governments and agencies thereunder), the loss of which would have a materially adverse effect on the business of the Company.
The majority of loans and commitments to extend credit have been granted to customers in the Company’s market area. The majority of such customers are depositors. The Company generally does not extend credit to any single borrower or group of related borrowers in excess of approximately $5,700,000. Although the Company has a reasonably diversified portfolio, it has loan concentrations relating to customers who are in the following industries: residential real estate, real estate leasing and development, fabricated metal products manufacturing, accommodations, utilities, heavy construction, repairs and maintenance industries, nursing and residential care facilities, motion picture and sound recording industries, trucking, amusement facilities and various manufacturing industries. Total loans and loan commitments to these industry groups at December 31, 2014 and 2013 are summarized in the table below:
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Loans and Commitments
December 31,
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Industry
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2014
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2013
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Real Estate
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$
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28,172,000
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$
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20,635,000
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Fabricated Metal Products Manufacturing
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11,380,000
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10,622,000
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Accommodations
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10,059,000
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10,401,000
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Heavy and Civil Engineering Construction
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9,306,000
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7,007,000
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Truck Transportation
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7,542,000
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6,352,000
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Repair and Maintenance Industries
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7,450,000
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6,839,000
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Nursing and Residential Care Facilities
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6,538,000
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6,567,000
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Utilities
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6,037,000
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7,786,000
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Motion Picture and Sound Recording Industries
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5,942,000
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6,358,000
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Amusement, Gambling, and Recreation Industries
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5,576,000
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5,732,000
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Construction of Buildings
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5,505,000
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4,570,000
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Miscellaneous Manufacturing
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4,632,000
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4,556,000
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Wood Product Manufacturing
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4,485,000
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4,235,000
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Motor Vehicle and Parts Dealers
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4,120,000
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4,190,000
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Specialty Trade Contractors
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3,416,000
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3,159,000
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Personal and Laundry Services
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2,455,000
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2,518,000
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Crop Farming
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2,254,000
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1,831,000
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Educational Services
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2,153,000
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861,000
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Nonmetallic Mineral Product Manufacturing
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2,137,000
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2,461,000
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Building Material and Garden Equipment Dealers
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2,080,000
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1,250,000
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Offices of Physicians
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1,977,000
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2,254,000
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Gasoline Stations
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1,925,000
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1,712,000
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Animal Production
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1,805,000
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1,942,000
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Food Service and Drinking Places
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1,587,000
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1,918,000
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Religious, Grant Making, Civic Organizations
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1,511,000
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1,664,000
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Rights
No patents, trademarks, licenses, franchises or concessions held are of material significance to the Company.
New Services
No new services were added to the Company’s operations in 2014.
Supervision and Regulation
Banking is a complex, highly regulated industry. The primary goals of banking regulations are to maintain a safe and sound banking system and to facilitate the conduct of sound monetary policy. In furtherance of these goals, Congress and the North Carolina General Assembly have created largely autonomous regulatory agencies and enacted numerous laws that govern banks, their holding companies and the banking industry. The descriptions of and references to the statutes and regulations below are brief summaries and do not purport to be complete. The descriptions are qualified in their entirety by reference to the specific statutes and regulations discussed.
As a bank holding company, Surrey Bancorp is subject to regulation, supervision and regular examinations by the Federal Reserve. As a North Carolina bank, Surrey Bank & Trust is subject to regulation, supervision and regular examination by the Commissioner and the FDIC. The Commissioner and the FDIC have the power to enforce compliance with applicable banking statutes and regulations.
Federal Regulation
Surrey Bancorp is a bank holding company that is subject to regulation, supervision and regular examinations by the Federal Reserve. As a bank holding company, Surrey Bancorp is subject to regulation, supervision and regular examinations by the Federal Reserve. The Bank Holding Company Act provides that a bank holding company must obtain the prior approval of the Federal Reserve for the acquisition of more than five percent of the voting stock or substantially all the assets of any bank or bank holding company. In addition, the Bank Holding Company Act restricts the extension of credit to any bank holding company by its subsidiary bank. The Bank Holding Company Act also provides that, with certain exceptions, a bank holding company may not engage in any activities other than those of banking or managing or controlling banks and other authorized subsidiaries or own or control more than five percent of the voting shares of any company that is not a bank. The Federal Reserve has deemed limited activities to be closely related to banking and therefore permissible for a bank holding company.
Under prior Federal Reserve policy as now codified by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), Surrey Bancorp is expected to act as a source of financial strength for Surrey Bank & Trust and to commit resources to support the Bank. This support may be required at times when Surrey Bancorp might not be inclined to provide it. In addition, any capital loans made by Surrey Bancorp to the Bank will be repaid only after the Bank’s deposits and various other obligations are repaid in full.
As a North Carolina bank, Surrey Bank & Trust is subject to regulation, supervision and regular examination by the FDIC. The FDIC is required to conduct regular on-site examinations of the operations of the Bank and enforces federal laws that set specific requirements for bank capital, the payment of dividends, loans to officers and directors, and types and amounts of loans and investments made by commercial banks. Among other things, the FDIC must approve the establishment of branch offices, conversions, mergers, assumption of deposit liabilities between insured banks and uninsured banks or institutions, and the acquisition or establishment of certain subsidiary corporations. The FDIC can also prevent capital or surplus diminution in transactions where the deposit accounts of the resulting, continuing or assumed bank are insured by the FDIC.
Transactions with Affiliates. A bank may not engage in specified transactions (including, for example, loans) with its affiliates unless the terms and conditions of those transactions are substantially the same or at least as favorable to the bank as those prevailing at the time for comparable transactions with or involving other nonaffiliated entities. In the absence of comparable transactions, any transaction between a bank and its affiliates must be on terms and under circumstances, including credit standards, which in good faith would be offered or would apply to nonaffiliated companies. In addition, transactions referred to as “covered transactions” between a bank and its affiliates may not exceed 10% of the bank’s capital and surplus per affiliate and an aggregate of 20% of its capital and surplus for covered transactions with all affiliates. Certain transactions with affiliates, such as loans, also must be secured by collateral of specific types and amounts. The Bank also is prohibited from purchasing low quality assets from an affiliate. Every company under common control with the Bank is deemed to be an affiliate of the Bank.
Loans to Insiders. Federal law also constrains the types and amounts of loans that the Bank may make to its executive officers, directors and principal shareholders. Among other things, these loans are limited in amount, must be approved by the Bank’s board of directors in advance, and must be on terms and conditions as favorable to the Bank as those available to an unrelated person.
Regulation of Lending Activities. Loans made by the Bank are also subject to numerous federal and state laws and regulations, including the Truth-In-Lending Act, Federal Consumer Credit Protection Act, the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act and adjustable rate mortgage disclosure requirements. Remedies to the borrower or consumer and penalties to the Bank are provided if the Bank fails to comply with these laws and regulations. The scope and requirements of these laws and regulations have expanded significantly in recent years.
Branch Banking. All banks located in North Carolina are authorized to branch statewide. Accordingly, a bank located anywhere in North Carolina has the ability, subject to regulatory approval, to establish branch facilities near any of our facilities and within our market area. If other banks were to establish branch facilities near our facilities, it is uncertain whether these branch facilities would have a material adverse effect on our business. Under the Dodd-Frank Act, national and state banks may branch within the state where the head office is located, to the extent permitted by that state. National and state banks may also branch de novo into another state to the same extent a bank headquartered in that state could branch within that state, subject to certain deposit concentration limits. Federal regulations prohibit an out-of-state bank from using interstate branching authority primarily for the purpose of deposit production. These regulations include guidelines to insure that interstate branches operated by an out-of-state bank in a host state are reasonably helping to meet the credit needs of the host state communities served by the out-of-state bank.
Reserve Requirements. Pursuant to regulations of the Federal Reserve, the Bank must maintain average daily reserves against its transaction accounts. During 2014, no reserves were required to be maintained on the first $13.3 million of transaction accounts, but reserves equal to 3.0% were required to be maintained on the aggregate balances of those accounts between $13.3 million and $89.0 million, and additional reserves were required to be maintained on aggregate balances in excess of $89.0 million in an amount equal to 10.0% of the excess. These percentages are subject to annual adjustment by the Federal Reserve, which has advised that for 2015, no reserves will be required to be maintained on the first $14.5 million of transaction accounts, but reserves equal to 3.0% must be maintained on the aggregate balances of those accounts between $14.5 million and $103.6 million, and additional reserves are required on aggregate balances in excess of $103.6 million in an amount equal to 10.0% of the excess. Because required reserves must be maintained in the form of vault cash or in an account at a Federal Reserve Bank bearing nominal interest, the effect of the reserve requirement is to reduce the amount of the institution’s interest-earning assets and interest income. As of December 31, 2014, the Bank met its reserve requirements.
Community Reinvestment. Under the Community Reinvestment Act (“CRA”), as implemented by regulations of the federal bank regulatory agencies, an insured bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for banks, nor does it limit a bank’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the federal bank regulatory agencies, in connection with their examination of insured banks, to assess the banks’ records of meeting the credit needs of their communities, using the ratings of “outstanding,” “satisfactory,” “needs to improve,” or “substantial noncompliance,” and to take that record into account in its evaluation of certain applications by those banks. All banks are required to make public disclosure of their CRA performance ratings. The Bank received a “satisfactory” rating in its most recent CRA examination.
Governmental Monetary Policies. The commercial banking business is affected not only by general economic conditions but also by the monetary policies of the Federal Reserve, a federal banking regulatory agency that regulates the money supply in order to mitigate recessionary and inflationary pressures. Among the techniques used to implement these objectives are open market transactions in United States government securities, changes in the rate paid by banks on bank borrowings, and changes in reserve requirements against bank deposits. These techniques are used in varying combinations to influence overall growth and distribution of bank loans, investments, and deposits, and their use may also affect interest rates charged on loans or paid for deposits. The monetary policies of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. In view of changing conditions in the national economy and money markets, as well as the effect of actions by monetary and fiscal authorities, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand or the business and earnings of the Bank.
Dividends. As a bank holding company that does not, as an entity, currently engage in separate business activities of a material nature, the Company’s ability to pay cash dividends depends upon the cash dividends the Company receives from the Bank. The Company’s primary source of income is dividends paid by the Bank. The Company must pay all of its operating expenses from funds it receives from the Bank. North Carolina banking law permits the payment of dividends if the distribution will not reduce the bank’s capital below applicable capital requirements. Also, under federal banking law, no cash dividend may be paid if the Bank is undercapitalized or insolvent or if payment of the cash dividend would render the Bank undercapitalized or insolvent and no cash dividend may be paid by the Bank if it is in default of any deposit insurance assessment due to the FDIC. Therefore, shareholders may receive dividends from the Company only to the extent that funds are available at the holding company or from the Bank. In addition, the Federal Reserve generally prohibits bank holding companies from paying dividends except out of operating earnings, and the prospective rate of earnings retention appears consistent with the bank holding company’s capital needs, asset quality and overall financial condition. The Federal Reserve may impose restrictions on the Company’s payment of cash dividends since it is required to maintain its own adequate regulatory capital and is expected to serve as a source of financial strength and to commit resources to the Bank.
Deposit Insurance Assessments. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 permanently raised the basic limit on federal deposit insurance coverage from $100,000 to $250,000 per depositor. To obtain this deposit protection, banks must pay assessments to the FDIC. The FDIC assesses insurance premiums on a bank’s deposits at a variable rate depending on the probability that the Deposit Insurance Fund will incur a loss with respect to that bank. Banks assigned to higher risk classifications (that is, banks that pose a higher risk of loss to their respective deposit insurance funds) pay assessments at higher rates than institutions that pose a lower risk. The FDIC determines the deposit insurance assessment rates on the basis of a bank’s capital classification and supervisory evaluations. Each of these categories has three subcategories, resulting in nine assessment risk classifications. The three subcategories with respect to capital are “well-capitalized,” “adequately capitalized” and “less than adequately capitalized” (that would include “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized” banks). The three subcategories with respect to supervisory concerns are “healthy,” “supervisory concern” and “substantial supervisory concern.” A bank is deemed “healthy” if it is financially sound with only a few minor weaknesses. A bank is deemed subject to “supervisory concern” if it has weaknesses that, if not corrected, could result in significant deterioration of the bank and increased risk to the DIF of the FDIC. A bank is deemed subject to “substantial supervisory concern” if it poses a substantial probability of loss to the DIF. In addition, the FDIC can impose special assessments in certain instances. Until 2010, a bank's assessment base was roughly equal to its total domestic deposits. As required by the Dodd-Frank Act, however, the FDIC amended its regulations effective April 2011 to define a bank's assessment base as its average consolidated total assets minus its average tangible equity. This amendment also revised the insurance assessment rate schedule for banks. The new schedule charges a rate of from 0.025% to 0.09% at the lowest assessment category up to a maximum assessment of 0.45% on a bank's average deposit base. In an effort to encourage banks to limit the FDIC’s exposure, the new insurance assessment rate formula also:
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Reduces the assessment rate paid by a bank by up to 0.05% based on the amount of unsecured debt held by the institution; and |
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Increases a bank’s assessment if it is already considered risky and brokered deposits make up more than 10% of the institution’s domestic deposits. |
The Bank’s deposit insurance assessments may increase depending upon the risk category and subcategory, if any, to which it is assigned. Any increase in insurance assessments could have an adverse effect on the Company’s earnings.
The Dodd-Frank Act established a statutory minimum reserve ratio of 1.35% of insured deposits for the Deposit Insurance Fund by September 30, 2020. On December 20, 2010, the FDIC increased the minimum reserve ratio to 2.0% and has maintained that level each year since. In order achieve these levels, the FDIC has issued special deposit insurance assessments and raised deposit insurance rates. In addition, the Dodd-Frank Act authorizes the FDIC to make additional special assessments and, for the first time in its history, charge examination fees.
Changes in Management. Any depository institution that has been chartered less than two years, is not in compliance with the minimum capital requirements of its primary federal banking regulator, or is otherwise in a troubled condition must notify its primary federal banking regulator of the proposed addition of any person to the board of directors or the employment of any person as a senior executive officer of the institution at least 30 days before such addition or employment becomes effective. During this 30-day period, the applicable federal banking regulatory agency may disapprove of the addition of such director or employment of such officer. The Bank is not subject to any such requirements.
Enforcement Authority. The federal banking laws also contain civil and criminal penalties available for use by the appropriate regulatory agency against certain “institution-affiliated parties” including management, employees and agents of a financial institution, as well as independent contractors such as attorneys and accountants and others who participate in the conduct of the financial institution’s affairs and who caused or are likely to cause more than minimum financial loss to or a significant adverse affect on the institution, who knowingly or recklessly violate a law or regulation, breach a fiduciary duty or engage in unsafe or unsound practices. These practices can include the failure of an institution to timely file required reports or the submission of inaccurate reports. These laws authorize the appropriate banking agency to issue cease and desist orders that may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnification or guarantees against loss. A financial institution may also be ordered to restrict its growth, dispose of certain assets or take other action as determined by the primary federal banking agency to be appropriate.
Capital Adequacy. The Federal Reserve has promulgated capital adequacy regulations for all bank holding companies with assets in excess of $150 million. The Bank is also subject to capital requirements and limits on activities established by the FDIC. The Federal Reserve’s and the FDIC’s capital adequacy regulations are based upon a risk based capital determination, whereby an institution’s adequacy is determined in light of the risk, both on- and off-balance sheet, contained in the company’s assets. Different categories of assets are assigned risk weightings and are counted at a percentage of their book value.
The regulations divide capital between Tier 1 capital (core capital) and Tier 2 capital. For a bank holding company, Tier 1 capital consists primarily of common stock, related surplus, noncumulative perpetual preferred stock, minority interests in consolidated subsidiaries and a limited amount of qualifying cumulative preferred securities. Goodwill and certain other intangibles are excluded from Tier 1 capital. Tier 2 capital consists of an amount equal to the allowance for loan and lease losses up to a maximum of 1.25% of risk weighted assets, limited other types of preferred stock not included in Tier 1 capital, hybrid capital instruments and term subordinated debt. Investments in and loans to unconsolidated banking and finance subsidiaries that constitute capital of those subsidiaries are excluded from capital. The sum of Tier 1 and Tier 2 capital constitutes qualifying total capital. The Tier 1 component must comprise at least 50% of qualifying total capital.
Every bank holding company and bank has to achieve and maintain a minimum Tier 1 capital ratio of at least 4.0% and a minimum total capital ratio of at least 8.0%. In addition, banks and bank holding companies are required to maintain a minimum leverage ratio of Tier 1 capital to average total consolidated assets (leverage capital ratio) of at least 3.0% for the most highly-rated, financially sound banks and bank holding companies and a minimum leverage ratio of at least 4.0% for all other banks. The Federal Deposit Insurance Corporation and the Federal Reserve define Tier 1 capital for banks in the same manner for both the leverage ratio and the risk-based capital ratio. However, the Federal Reserve defines Tier 1 capital for bank holding companies in a slightly different manner. As of December 31, 2014, the Company’s leverage capital ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio were 13.93%, 20.29% and 21.55%, respectively.
The guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory level, without significant reliance on intangible assets. The guidelines also indicate that the Federal Reserve will continue to consider a “Tangible Tier 1 Leverage Ratio” in evaluating proposals for expansion or new activities. The Tangible Tier 1 Leverage Ratio is the ratio of Tier 1 capital, less intangibles not deducted from Tier 1 capital, to quarterly average total assets. As of December 31, 2014, the Federal Reserve had not advised the Company of any specific minimum Tangible Tier 1 Leverage Ratio applicable to it.
Prompt Corrective Action. Banks are subject to restrictions on their activities depending on their level of capital. Federal “prompt corrective action” regulations divide banks into five different categories, depending on their level of capital. Under these regulations, a bank is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10% or more, a core capital ratio of 6% or more and a leverage ratio of 5% or more, and if the bank is not subject to an order or capital directive to meet and maintain a certain capital level. Under these regulations, a bank is deemed to be “adequately capitalized” if it has a total risk-based capital ratio of 8% or more, a core capital ratio of 4% or more and a leverage ratio of 4% or more (unless it receives the highest composite rating at its most recent examination and is not experiencing or anticipating significant growth, in which instance it must maintain a leverage ratio of 3% or more). Under these regulations, a bank is deemed to be “undercapitalized” if it has a total risk-based capital ratio of less than 8%, a core capital ratio of less than 4% or a leverage ratio of less than 3%. Under these regulations, a bank is deemed to be “significantly undercapitalized” if it has a risk-based capital ratio of less than 6%, a core capital ratio of less than 3% and a leverage ratio of less than 3%. Under such regulations, a bank is deemed to be “critically undercapitalized” if it has a leverage ratio of less than or equal to 2%. In addition, the applicable federal banking agency has the ability to downgrade a bank’s classification (but not to “critically undercapitalized”) based on other considerations even if the bank meets the capital guidelines.
If a bank is classified as undercapitalized, the bank is required to submit a capital restoration plan to the FDIC and the FDIC may also take certain actions to correct the capital position of the bank. An undercapitalized bank is prohibited from increasing its assets, engaging in a new line of business, acquiring any interest in any company or insured depository institution, or opening or acquiring a new branch office, except under certain circumstances, including the acceptance by the FDIC of a capital restoration plan for the bank.
If a state bank is classified as significantly undercapitalized, the FDIC would be required to take one or more prompt corrective actions. These actions would include, among other things, requiring sales of new securities to bolster capital, changes in management, limits on interest rates paid, prohibitions on transactions with affiliates, termination of certain risky activities and restrictions on compensation paid to executive officers. If a bank is classified as critically undercapitalized, the bank must be placed into conservatorship or receivership within 90 days, unless the FDIC determines otherwise.
The capital classification of a bank affects the frequency of regulatory examinations of the bank and impacts the ability of the bank to engage in certain activities and affects the deposit insurance premiums paid by the bank. The FDIC is required to conduct a full-scope, on-site examination of every bank on a periodic basis.
Banks also may be restricted in their ability to accept brokered deposits, depending on their capital classification. “Well capitalized” banks are permitted to accept brokered deposits, but all banks that are not well capitalized are not permitted to accept such deposits. The FDIC may, on a case-by-case basis, permit banks that are adequately capitalized to accept brokered deposits if the FDIC determines that acceptance of such deposits would not constitute an unsafe or unsound banking practice with respect to the bank.
State Regulation
As a North Carolina-chartered bank, the Bank is also subject to extensive supervision and regulation by the Commissioner. Effective October 1, 2013, the North Carolina banking laws were rewritten and recodified. Under the revised banking laws, the Commissioner continues to enforce specific requirements for bank capital, the payment of dividends, loans to officers and directors, record keeping, and types and amounts of loans and investments made by commercial banks. Among other things, the approval of the Commissioner is generally required before a North Carolina-chartered commercial bank may establish branch offices, merge with another financial institution, or liquidate or sell substantially all of its assets.
Change of control. North Carolina banking laws provide that no person may directly or indirectly purchase or acquire voting stock of the Bank that would result in the change in control of the Bank unless the Commissioner has approved the acquisition. A person will be deemed to have acquired "control" of the Bank if that person directly or indirectly (i) owns, controls or has power to vote 10% or more of the voting stock of the Bank, or (ii) otherwise possesses the power to direct or cause the direction of the management and policy of the Bank.
Loans. In its lending activities, the Bank is subject to North Carolina usury laws which generally limit or restrict the rates of interest, fees and charges and other terms and conditions in connection with various types of loans. North Carolina banking law also limits the amount that may be loaned to any one borrower.
Dividends. The ability of the Bank to pay dividends is restricted under applicable law and regulations. North Carolina banking law permits the payment of dividends if the distribution will not reduce the bank’s capital below applicable capital requirements.
Holding companies. North Carolina banking law requires that bank holding companies register with the Commissioner and maintain that registration annually. The Commissioner must also approve any acquisition of control of a state-chartered bank by a bank holding company.
Recent Legislation
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
The Dodd-Frank Act has had and will continue to have a broad impact on the financial services industry, including significant regulatory and compliance changes as such, including, among other things, (i) enhanced resolution authority of troubled and failing banks and their holding companies; (ii) increased capital and liquidity requirements; (iii) increased regulatory examination fees; (iv) changes to assessments to be paid to the FDIC for federal deposit insurance; and (v) numerous other provisions designed to improve supervision and oversight of, and strengthening safety and soundness for, the financial services sector. Additionally, the Dodd-Frank Act established a new framework for systemic risk oversight within the financial system to be distributed among new and existing federal regulatory agencies, including the Financial Stability Oversight Council, the Federal Reserve, the Office of the Comptroller of the Currency, and the FDIC. A summary of certain provisions of the Dodd-Frank Act that are expected to have an effect on the Company is set forth below.
|
·
|
Increased Capital Standards and Enhanced Supervision. In July 2014, the Board of Governors of the Federal Reserve System announced its approval of a final rule to implement the Basel III regulatory capital reforms, among other changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule requires banking organizations to hold more and higher quality capital to act as a financial cushion to absorb losses, taking into account the impact of risk. The rule includes a new minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5% as well as a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The rule also raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and includes a minimum leverage ratio of 4% for all banking institutions. In terms of quality of capital, the rule emphasizes common equity Tier 1 capital and implements strict eligibility criteria for regulatory capital instruments. It also improves the methodology for calculating risk-weighted assets to enhance risk sensitivity. The phase-in for smaller banking organizations, such as the Company and the Bank, will not begin until January 2015, while the phase-in period for larger banks starts in January 2014. Increases in capital requirements could result in a material impact on the Company and the Bank. |
|
·
|
The Consumer Financial Protection Bureau (“Bureau”). The Dodd-Frank Act created the Bureau within the Federal Reserve. The Bureau is tasked with establishing and implementing rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services. The Bureau has rulemaking authority over many of the statutes governing products and services offered to bank consumers, and is expected to standardize certain consumer products and to require banks to provide expanded access to account, transaction and fee information. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are more stringent than those regulations promulgated by the Bureau and state attorneys general are permitted to enforce consumer protection rules adopted by the Bureau against state-chartered institutions. |
|
·
|
Deposit Insurance. The Dodd-Frank Act makes permanent the $250,000 deposit insurance limit for insured deposits. Amendments to the Federal Deposit Insurance Act also revise the assessment base against which an insured depository institution’s deposit insurance premiums paid to the Deposit Insurance Fund (“DIF”) will be calculated. Under the amendments, the assessment base will no longer be the institution’s deposit base, but rather its average consolidated total assets less its average tangible equity during the assessment period. Additionally, the Dodd-Frank Act makes changes to the minimum designated reserve ratio of the DIF, increasing the minimum from 1.15 percent to 1.35 percent of the estimated amount of total insured deposits and eliminating the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds. The Dodd- Frank Act also allows depository institutions to pay interest on demand deposits. |
|
·
|
Transactions with Affiliates. The Dodd-Frank Act enhances the requirements for certain transactions with affiliates under Section 23A and 23B of the Federal Reserve Act, including an expansion of the definition of “covered transactions” and increasing the amount of time for which collateral requirements regarding covered transactions must be maintained. |
|
·
|
Transactions with Insiders. Insider transaction limitations are expanded through the strengthening of loan restrictions to insiders and the expansion of the types of transactions subject to the various limits, including derivative transactions, repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions. Restrictions are also placed on certain asset sales to and from an insider to an institution, including requirements that such sales be on market terms and, in certain circumstances, approved by the institution’s board of directors. |
|
·
|
Enhanced Lending Limits. The Dodd-Frank Act strengthens the existing limits on a depository institution’s credit exposure to one borrower. Current banking law limits a depository institution’s ability to extend credit to one person (or group of related persons) in an amount exceeding certain thresholds. The Dodd-Frank Act expands the scope of these restrictions to include credit exposure arising from derivative transactions, repurchase agreements, and securities lending and borrowing transactions. |
|
·
|
Compensation Practices. The Dodd-Frank Act provides that the appropriate federal regulators must establish standards prohibiting as an unsafe and unsound practice any compensation plan of a bank holding company or other “covered financial institution” that provides an insider or other employee with “excessive compensation” or could lead to a material financial loss to such firm. The Company does not believe the Dodd-Frank Act will materially impact the current compensation policies at the Company and Bank. |
|
·
|
Holding Company Capital Levels. The Dodd-Frank Act requires bank regulators to establish minimum capital levels for holding companies that are at least of the same nature as those applicable to financial institutions. All trust preferred securities, or TRUPs, issued by bank or thrift holding companies after May 19, 2010 will be counted as Tier II Capital (with an exception for certain small bank holding companies). TRUPs issued prior to May 19, 2010 by bank holding companies with less than $15 billion in assets as of December 31, 2009, such as the Company, are exempt from these capital deductions. |
|
·
|
De Novo Interstate Branching. The Dodd-Frank Act removes restrictions on interstate branching and allows banks to establish branch offices in any state if the laws of that state permit a bank chartered in that state to establish the branch office. This provision may increase competition with the Bank by out-of-state financial institutions. |
|
·
|
Shareholder Voting. The Dodd-Frank Act requires, at least once every three years, a non-binding shareholder vote on executive compensation. Shareholders must also be given a non-binding vote on the frequency of such “say-on-pay” votes. If shareholders are asked to vote on a merger transaction, they must also be permitted a non-binding vote on any compensation paid to the company’s named executive officers in connection with the transaction. The Act also prohibits brokers from voting on any of these proposals without customer instructions. |
| |
·
|
Volker Rule. On December 13, 2013, the Federal Reserve, the FDIC, and other regulatory agencies adopted the final rule implementing Section 13 of the Bank Holding Company Act. The so-called Volcker Rule generally prohibits, subject to exceptions, certain banking entities from (i) engaging in proprietary trading and (ii) acquiring or retaining ownership interests in, or acting as sponsors to, certain hedge funds and private equity funds. Certain trading and fund activity is expressly permitted – notably, underwriting activities, market-making related activities, and risk-mitigating hedging activities. The Volker Rule is not expected to have any impact on the Company since it does not engage in any trading or fund activity.
|
While approximately two thirds of the required regulations have been adopted, drafting the rules called for in the Dodd-Frank Act remains in process and the associated rule-making process will likely take place over the course of several more years. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies, the full extent of the impact such regulations will have on the operations of financial institutions generally and the Company, specifically, is unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of the Company’s business activities, require changes to certain of the Company’s business practices, impose upon the Company and Bank more stringent capital, liquidity and leverage ratio requirements or otherwise adversely affect the Company’s business. These changes may also require the Company to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements.
Basel III capital framework
In 2013, the Federal Reserve approved a final rule that establishes an integrated regulatory capital framework that addresses shortcomings in certain capital requirements. The rule implements in the United States the regulatory capital reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Act.
The major provisions of the new rule applicable to the Company and the Bank are:
|
· |
The new rule implements higher minimum capital requirements, includes a new common equity tier 1 capital requirement, and establishes criteria that instruments must meet in order to be considered common equity tier 1 capital, additional tier 1 capital, or tier 2 capital. These enhancements will both improve the quality and increase the quantity of capital required to be held by banking organizations with the intended purpose of better equipping the U.S. banking system to deal with adverse economic conditions. The new minimum capital to risk-weighted assets requirements are a common equity tier 1 capital ratio of 4.5 percent and a tier 1 capital ratio of 6.0 percent, which is an increase from 4.0 percent, and a total capital ratio that remains at 8.0 percent. The minimum leverage ratio (tier 1 capital to total assets) is 4.0 percent. |
|
· |
The new rule improves the quality of capital by implementing changes to the definition of capital. Among the most important changes are stricter eligibility criteria for regulatory capital instruments that would disallow the inclusion of instruments such as trust preferred securities in tier 1 capital going forward, and new constraints on the inclusion of minority interests, mortgage-servicing assets, deferred tax assets, and certain investments in the capital of unconsolidated financial institutions. In addition, the new rule requires that most regulatory capital deductions be made from common equity tier 1 capital. |
|
· |
Under the new rule, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements. This buffer will help to ensure that banking organizations conserve capital when it is most needed, allowing them to better weather periods of economic stress. The buffer is measured relative to risk-weighted assets. Phase-in of the capital conservation buffer requirements will begin on January 1, 2016. A banking organization with a buffer greater than 2.5 percent would not be subject to limits on capital distributions or discretionary bonus payments; however, a banking organization with a buffer of less than 2.5 percent would be subject to increasingly stringent limitations as the buffer approaches zero. The new rule also prohibits a banking organization from making distributions or discretionary bonus payments during any quarter if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5 percent at the beginning of the quarter. When the new rule is fully phased in, the minimum capital requirements plus the capital conservation buffer will exceed the well-capitalized thresholds. |
|
· |
The new rule also increases the risk weights for past-due loans, certain commercial real estate loans, and some equity exposures, and makes selected other changes in risk weights and credit conversion factors. |
Subsequently, the FDIC issued an “interim final rule” applicable to the Bank that is identical in substance to the final rules issued by the Federal Reserve described above. The Bank is required to begin compliance with the interim final rule on January 1, 2015. Full implementation of the new capital framework must occur by 2018.
Compliance by the Company and the Bank with these new capital requirements will likely affect their respective operations. However, the extent of that impact cannot be known until there is greater clarity regarding the specific requirements applicable to them.
Future Legislation and Regulations
The Company cannot predict what new legislation might be enacted or what regulations might be adopted or amended, or if enacted, adopted or amended, their effect on its operations. Any change in applicable law or regulation, state or federal, may have a material adverse effect on its business.
Environmental Laws
Compliance with federal, state, or local provisions regulating the discharge of materials into the environment has not had, nor is it expected to have in the future, a material effect upon the Bank’s capital expenditures, earnings or competitive position.
Employees
All employees of the Company are compensated by the Company’s subsidiary, the Bank. The Bank had ten (10) officers, fifty-nine (64) full-time employees (including the officers), and fourteen (14) part-time employees as of December 31, 2014.
Not Applicable as a “Smaller Reporting Company.”
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
None.
The Company’s permanent headquarters is a two-story brick building, with approximately 8,500 square feet of space located at 145 North Renfro Street, Mount Airy, North Carolina, which is also the headquarters of the Bank. The building has drive-up facilities. The Bank’s finance, operations, mortgage lending and insurance departments are housed in a one-story brick building with approximately 7,500 square feet of space located at 199 North Renfro Street in Mount Airy, North Carolina.
The Company has a modular training facility located at 143 North Renfro Street, Mount Airy, North Carolina. The modular unit has approximately 1,600 square feet of floor space.
The Bank owns a one-story brick building at 165 North Renfro Street that serves as the offices for its sales finance subsidiary, Freedom Finance, LLC. The building has approximately 1,600 square feet of floor space.
The Bank has two branch locations in Mount Airy, North Carolina. The 1280 West Pine Street branch is a two-story brick building with approximately 4,500 square feet of floor space. The branch also has drive-up facilities and is leased under a five-year agreement, which extends through March of 2015. The 2050 Rockford Street branch is a one-story brick building with approximately 2,400 square feet of floor space with drive-up facilities.
The Bank has a branch location in Stuart, Virginia located at 940 Woodland Drive. The branch is a one-story brick building with approximately 2,800 square feet of floor space. The building has drive-up facilities.
The Bank has a branch location in Pilot Mountain, North Carolina at 653 South Key Street. The branch is a one-story brick building with approximately 2,800 square feet of floor space. The building has drive-up facilities.
The Bank has a Loan Production Office (LPO) Elkin, North Carolina at 1328 North Bridge Street. The LPO office space is approximately 1,300 square feet and is leased under a one-year agreement with an option to extend the lease until July of 2015.
The Bank owns all of its facilities except for the West Pine Street branch and the Elkin Loan Production Office, which are leased as described above.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
The Company is involved a as plaintiff or defendant in various legal actions arising in the course of business. It is the opinion of management, after consultation with counsel, that the resolution of these legal actions will not have a material adverse effect on the Company's financial condition and results of operations.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
Not Applicable
PART II
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
The Company’s common stock is traded in the over the counter market, and is listed in the National Daily Quotation Service “Bulletin Board” under the symbol “SRYB.” The following table shows the high and low prices for each quarter of the fiscal years, and reflects inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions:
| |
|
2014– Price Per Share
|
|
|
2013 – Price Per Share
|
|
| |
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
First Quarter
|
|
$
|
12.75
|
|
|
$
|
10.40
|
|
|
$
|
8.75
|
|
|
$
|
7.50
|
|
|
Second Quarter
|
|
$
|
13.00
|
|
|
$
|
12.00
|
|
|
$
|
8.25
|
|
|
$
|
7.65
|
|
|
Third Quarter
|
|
$
|
14.75
|
|
|
$
|
12.00
|
|
|
$
|
11.00
|
|
|
$
|
7.00
|
|
|
Fourth Quarter
|
|
$
|
15.50
|
|
|
$
|
13.00
|
|
|
$
|
12.25
|
|
|
$
|
9.10
|
|
The last sales price of the common stock on March 9, 2015 was $13.75. The approximate number of holders of the Company’s 3,549,665 shares of Common Stock as of December 31, 2014 is 1,400. There are 189,356 shares of the Company’s Series A Preferred Stock issued and outstanding as of December 31, 2014. The preferred stock is non-cumulative and each share is convertible into 2.2955 shares of common stock. The preferred stock carries a dividend rate of 4.5% and has a liquidation value of $14.00 per share. The preferred stock was issued under a private placement in the second quarter of 2003. There are 181,154 shares of the Company’s Series D Preferred Stock issued and outstanding as of December 31, 2014. The preferred stock is non-cumulative and each share is convertible into 1.1000 shares of common stock. The preferred stock carries a dividend rate of 5.0% and has a liquidation value of $7.08 per share. The preferred stock was issued under a private placement in the fourth quarter of 2010.
Each holder of Common Stock is entitled to dividends paid by the Company when and if declared by the Board of Directors from funds legally available. The determination and declaration of dividends is within the discretion of the Board of Directors subject to legal conditions. As a bank holding company that does not, as an entity, currently engage in separate business activities of a material nature, the ability to pay cash dividends depends upon the cash dividends received from the subsidiary bank (Surrey Bank & Trust). The Company’s only source of income is dividends paid by the Bank and interest income from excess funds invested in time deposits with the Bank. The Company must pay all of its operating expenses from funds that are received from the Bank. North Carolina banking requires that dividends from a bank be paid out of the Bank’s retained earnings and prohibits the payment of cash dividends if payment of the dividend would cause the Bank's surplus to be less than 50% of its paid-in capital. Also, under federal banking law, no cash dividend may be paid if the Bank is undercapitalized or insolvent or if payment of the cash dividend would render the Bank undercapitalized or insolvent, and no cash dividend may be paid by the Bank if it is in default of any deposit insurance assessment due to the FDIC. Therefore, shareholders may receive dividends from the Company only to the extent that funds are available from the Bank. In addition, the Federal Reserve generally prohibits bank holding companies from paying dividends except out of operating earnings, and the prospective rate of earnings retention appears consistent with the bank holding company’s capital needs, asset quality and overall financial condition. Subject to these restrictions, the Board of Directors will consider the payment of dividends when it is deemed prudent to do so.
On December 16, 2014, the Company declared a special cash dividend of $0.22 per share on its common stock, payable January 12, 2015, to shareholders of record as of the close of business on December 29, 2014. This dividend was paid out of an $930,000 dividend payment to the Company from Surrey Bank & Trust.
On December 17, 2013, the Company declared a special cash dividend of $0.21 per share on its common stock, payable January 8, 2014, to shareholders of record as of the close of business on December 27, 2013. This dividend was paid out of an $867,000 dividend payment to the Company from Surrey Bank & Trust.
On November 28, 2012, the Company declared a special cash dividend of $0.18 per share on its common stock, payable December 27, 2012, to shareholders of record as of the close of business on December 7, 2012. This dividend was paid out of a $686,000 dividend payment to the Company from Surrey Bank & Trust.
On December 16, 2011, the Company declared a special cash dividend of $0.15 per share on its common stock, payable January 6, 2012, to shareholders of record as of the close of business on December 27, 2011. This dividend was paid out of excess funds in the bank holding company and a $350,000 dividend payment to the Company from Surrey Bank & Trust.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Incorporated by reference from the registrant’s annual report to security holders for the fiscal year ended December 31, 2014 attached as Exhibit 15 to this Form 10-K.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Incorporated by reference from the registrant’s annual report to security holders for the fiscal year ended December 31, 2014 attached as Exhibit 15 to this Form 10-K.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Not Applicable as a “Smaller Reporting Company.”
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Incorporated by reference from the registrant’s annual report to security holders for the fiscal year ended December 31, 2014 attached as Exhibit 15 to this Form 10-K.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
None.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
The design of any system of controls is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goal under every potential condition, regardless of how remote. In addition, the operation of any system of controls and procedures is dependent upon the employees responsible for executing it. While we have evaluated the operation of our disclosure controls and procedures and found them effective, there can be no assurance that they will succeed in every instance to achieve their objective.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of the inherent limitations in any internal control, no matter how well designed, misstatements may occur and not be prevented or detected. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may decline.
Management conducted an evaluation of the effectiveness of our system of internal control over financial reporting as of December 31, 2014, based on the 1992 framework set forth in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, management concluded that, as of December 31, 2014, Surrey Bancorp’s internal control over financial reporting was effective.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to a provision in the Dodd-Frank Act that exempts smaller reporting companies, like the Company, from the requirement to provide the auditor’s attestation report in this annual report.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting during the fourth fiscal quarter of the fiscal year covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
ITEM 9B.
|
OTHER INFORMATION
|
None.
PART III
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
Incorporated by reference from the registrant’s definitive proxy statement to be filed with the SEC by April 30, 2014.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
Incorporated by reference from the registrant’s definitive proxy statement to be filed with the SEC by April 30, 2015.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Incorporated by reference from the registrant’s definitive proxy statement to be filed with the SEC by April 30, 2015.
The following table sets forth equity compensation plan information at December 31, 2014.
Equity Compensation Plan Information
|
Plan Category
|
|
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
|
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column(a))
|
|
| |
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by security holders
|
|
|
22,187
|
|
|
$
|
12.06
|
|
|
|
-
|
|
|
Equity compensation plans not approved by security holders
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
Total
|
|
|
22,187
|
|
|
$
|
12.06
|
|
|
|
-
|
|
A description of the Company’s equity compensation plans is presented in Note 15 to the financial statements in the Registrant’s annual report to shareholders.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Incorporated by reference from the registrant’s definitive proxy statement to be filed with the SEC by April 30, 2015.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Incorporated by reference from the registrant’s definitive proxy statement to be filed with the SEC by April 30, 2015.
PART IV
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
The following documents are filed as part of the report:
| |
|
2014 Annual Report
To Stockholders Pages*
|
|
1. Consolidated Financial Statements
|
|
| |
|
|
| |
Consolidated Balance Sheets December 31, 2014 and 2013
|
3
|
| |
|
|
| |
Consolidated Statements of Income Years ended December 31, 2014 and 2013
|
4
|
| |
|
|
| |
Consolidated Statements of Comprehensive Income Years ended December 31, 2014 and 2013
|
5
|
| |
|
|
| |
Consolidated Statements of Changes in Stockholders’ Equity Years ended December 31, 2014 and 2013
|
6
|
| |
|
|
| |
Consolidated Statements of Cash Flows Years ended December 31, 2014 and 2013
|
7 – 8
|
| |
|
|
| |
Notes to Consolidated Financial Statements
|
9 – 39
|
| |
|
|
| |
Report of Independent Registered Public Accounting Firm
|
40
|
* Incorporated by reference from the indicated pages of the 2014 Annual Report to Stockholders
|
2. |
Consolidated Financial Statement Schedules |
All schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial Statements or related notes.
|
Exhibit
|
|
Description
|
|
|
| |
|
|
|
|
|
3.1
|
|
Surrey Bancorp Articles of Incorporation
|
|
Incorporated by reference to Exhibit 3.1 to the Registrant’s form 10K dated March 28, 2011.
|
| |
|
|
|
|
|
3.2
|
|
Surrey Bancorp Bylaws
|
|
Incorporated by reference to Exhibit 3(i) to the Registrant’s form 8K dated May 1, 2003
|
| |
|
|
|
|
|
10.1
|
|
1997 Incentive Stock Option Plan
|
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-8 dated September 11, 2003
|
| |
|
|
|
|
|
10.2
|
|
1997 Nonstatutory Stock Option Plan
|
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-8 dated September 11, 2003
|
| |
|
|
|
|
|
10.3
|
|
Executive Salary Continuation Agreement of Edward C. Ashby, III
|
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s 2005 2nd Quarter Form 10Q
|
|
10.4
|
|
Executive Salary Continuation Agreement of Mark H. Towe
|
|
Incorporated by reference to Exhibit 10.3 to the Registrant’s 2005 2nd Quarter Form 10Q
|
| |
|
|
|
|
|
10.5
|
|
Executive Salary Continuation Agreement of Pedro A. Pequeno, II
|
|
Incorporated by reference to Exhibit 10.2 to the Registrant’s 2005 2nd Quarter Form 10Q
|
| |
|
|
|
|
|
10.6
|
|
409A Amendment to Surrey Bank & Trust Executive Salary Continuation Plan between the Bank and Edward C. Ashby, III
|
|
Incorporated by reference to Exhibit 10.3 to the Registrant’s 2008 2nd Quarter Form 10Q
|
| |
|
|
|
|
|
10.7
|
|
409A Amendment to Surrey Bank & Trust Executive Salary Continuation Plan between the Bank and Mark H. Towe
|
|
Incorporated by reference to Exhibit 10.3 to the Registrant’s 2008 2nd Quarter Form 10Q
|
| |
|
|
|
|
|
10.8
|
|
409A Amendment to Surrey Bank & Trust Executive Salary Continuation Plan between the Bank and Pedro A. Pequeno, II
|
|
Incorporated by reference to Exhibit 10.3 to the Registrant’s 2008 2nd Quarter Form 10Q
|
| |
|
|
|
|
|
10.9
|
|
Amendment No. One to Employment Agreement of Edward C. Ashby, III
|
|
Incorporated by reference to Exhibit 10.3 to the Registrant’s 2007 Form 10-K
|
| |
|
|
|
|
|
10.10
|
|
Amendment No. One to Employment Agreement of Mark H. Towe
|
|
Incorporated by reference to Exhibit 10.4 to the Registrant’s 2007 Form 10-K
|
| |
|
|
|
|
|
10.11
|
|
Amendment No. One to Employment Agreement of Pedro A. Pequeno, II
|
|
Incorporated by reference to Exhibit 10.6 to the Registrant’s 2007 Form 10-K
|
| |
|
|
|
|
|
10.12
|
|
Amendment No. Two to Employment Agreement of Edward C. Ashby, III
|
|
Incorporated by reference to Exhibit 10.12 to the Registrant’s 2008 Form 10-K
|
| |
|
|
|
|
|
10.13
|
|
Amendment No. Two to Employment Agreement of Mark H. Towe
|
|
Incorporated by reference to Exhibit 10.13 to the Registrant’s 2008 Form 10-K
|
| |
|
|
|
|
|
10.14
|
|
Amendment No. Two to Employment Agreement of Pedro A. Pequeno, II
|
|
Incorporated by reference to Exhibit 10.14 to the Registrant’s 2008 Form 10-K
|
| |
|
|
|
|
|
|
|
2014 Annual Report to Stockholders (such report, except to the extent incorporated herein by reference, is being furnished for the information of the SEC only and is not deemed to be filed as part of the Report on Form 10-K)
|
|
Filed herewith
|
| |
|
|
|
|
|
|
|
Subsidiaries of the Registrant
|
|
Filed herewith
|
| |
|
|
|
|
|
|
|
Consent of Elliott Davis Decosimo, PLLC
|
|
Filed herewith
|
| |
|
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
|
|
Filed herewith
|
| |
|
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
|
|
Filed herewith
|
| |
|
|
|
|
|
|
|
Section 1350 Certifications
|
|
Filed herewith
|
| |
|
|
|
|
|
101
|
|
Interactive Data Files
|
|
Filed herewith
|
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on behalf by the undersigned, thereunto duly authorized
| |
SURREY BANCORP
|
|
| |
|
|
|
3/27/15
|
s/ Edward C. Ashby, III
|
|
|
Date
|
Edward C. Ashby, III
|
|
| |
President and Chief Executive Officer
|
|
| |
(Principal Executive Officer)
|
|
In accordance with the Exchange Act, this report has to be signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
| |
|
|
|
|
|
s/ Edward C. Ashby, III
|
|
Director, President and
|
|
3/27/15
|
|
Edward C. Ashby, III
|
|
Chief Executive Officer
|
|
|
| |
|
(Principal Executive Officer)
|
|
|
| |
|
|
|
|
|
s/ Mark H. Towe
|
|
Sr. Vice President and
|
|
3/27/15
|
|
Mark H. Towe
|
|
Chief Financial Officer
|
|
|
| |
|
(Principal Financial Officer)
|
|
|
| |
|
|
|
|
|
s/ Robert H. Moody
|
|
Chairman of the Board
|
|
3/27/15
|
|
Robert H. Moody
|
|
|
|
|
| |
|
|
|
|
|
s/ Elizabeth Johnson Lovill
|
|
Director
|
|
3/27/15
|
|
Elizabeth Johnson Lovill
|
|
|
|
|
| |
|
|
|
|
|
s/ Gene Rees
|
|
Director
|
|
3/27/15
|
|
Gene Rees
|
|
|
|
|
| |
|
|
|
|
|
s/ Tamra W. Thomas
|
|
Director
|
|
3/27/15
|
|
Tamra W. Thomas
|
|
|
|
|
| |
|
|
|
|
|
s/ Tom G. Webb
|
|
Director
|
|
3/27/15
|
|
Tom G. Webb
|
|
|
|
|
| |
|
|
|
|
|
s/ Buddy Williams
|
|
Director
|
|
3/27/15
|
|
Buddy Williams
|
|
|
|
|
Exhibit 13.1
Table of Contents
|
Letter to Stockholders
|
1
|
| |
|
|
Financial Highlights Summary
|
2
|
| |
|
|
Consolidated Balance Sheets
|
3
|
| |
|
|
Consolidated Statements of Income
|
4
|
| |
|
|
Consolidated Statements of Comprehensive Income
|
5
|
| |
|
|
Consolidated Statements of Changes in Stockholders’ Equity
|
6
|
| |
|
|
Consolidated Statements of Cash Flows
|
7
|
| |
|
|
Notes to Consolidated Financial Statements
|
9
|
| |
|
|
Report of Independent Registered Public Accounting Firm
|
40
|
| |
|
|
Management’s Discussion and Analysis
|
41
|
| |
|
|
Board of Directors and Officers
|
59
|
| |
|
|
Stockholder Information
|
60
|
Dear Shareholder:
I am proud to report 2014 was the most profitable year in the history of the Bank. Higher levels of net interest income and noninterest income, as well as an improvement in asset quality supported increased profitability. Surrey Bancorp recorded a return on average assets of 1.38 percent and a return on average equity of 9.65 percent in 2014. We rank among the most profitable banks in North Carolina. The Bank’s capital levels continue to increase and we rank among the highest capitalized banks in the state and nation. Based on our continued success, the Board of Directors declared a special cash dividend of $.22 per common share in 2014, which was distributed to shareholders in 2015. The dividend payout totaled 23.95 percent of 2014 earnings available to common shareholders.
The Company reported net income of $3,443,569 or $.82 per fully diluted common share in 2014. This represents a 19.2 percent increase over 2013 profits of $2,889,351. Net interest income for the year totaled $9,466,418, an increase of $432,747, or 4.8 percent, compared to 2013. This increase was the result of loan growth and stable net asset yields. The 2014 provision for loan loss reserves totaled $211,863, a decrease of $107,702 or 33.7 percent from the 2013 loan loss provision. The reduction was due to lower charge-offs during the year. Noninterest income increased to $3,255,349 versus $2,906,844 the previous year. The 11.9 percent increase resulted from the collection of approximately $419,000 in tax-exempt life insurance proceeds during the fourth quarter of 2014. Noninterest expense increased 4.9 percent to $7,315,548 during 2014, primarily due to increases in personnel costs.
Total assets as of December 31, 2014, were $253,201,323, an increase of 5.1 percent over 2013 year ending assets. Total deposits increased 5.6 percent to $206,666,581; the growth was primarily in noninterest bearing demand deposits. Loans, net of the allowance for losses, increased 5.4 percent to $189,549,072. Our allowance for loan losses ended the year at $3,554,664, equaling 1.84 percent of total loans. The percentage of the allowance is unchanged from the previous year. Non-performing asset totaled 1.31 percent of total assets at the end of 2014, compared to 1.59 percent in 2013. The percentage of outstanding loans enhanced with government guarantees totaled 23.4 percent at year-end 2014. Asset quality continues to improve.
With the economic recovery building momentum, the banking industry has shifted its focus from loan quality to loan growth. The high level of liquidity in the banking system, the low interest rate environment and the increased expenses to cover regulatory burdens, has created intense competition for loans. Our company generates approximately three-fourths of its revenue from net interest income. Therefore, our primary focus will be on increasing loan growth to maintain our current level of profitability. In support of that effort, we have obtained regulatory approval to open a full-service branch in Elkin, North Carolina, which is set to open this fall. This branch will open up new markets in southwestern Surry County, as well as portions of Wilkes and Yadkin County.
Another area of focus for the company is Information Security. We understand the need to offer products and services that utilize technology and the risk associated with the digital age. The Company will continue to commit the monetary and personnel resources needed to stay competitive, while protecting the company and its customers.
I am optimistic 2015 will be a good year for the Company and its shareholders. On behalf of the employees, management and Board of Directors, thank you for your continued support.
Edward C. Ashby, III
President & CEO
Financial Highlights Summary1
| |
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010 2
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
10,816
|
|
|
$
|
10,539
|
|
|
$
|
10,954
|
|
|
$
|
10,936
|
|
|
$
|
11,150
|
|
|
Interest expense
|
|
|
1,350
|
|
|
|
1,505
|
|
|
|
1,671
|
|
|
|
2,116
|
|
|
|
2,472
|
|
|
Net interest income
|
|
|
9,466
|
|
|
|
9,034
|
|
|
|
9,283
|
|
|
|
8,820
|
|
|
|
8,678
|
|
|
Provision for loan losses
|
|
|
212
|
|
|
|
320
|
|
|
|
471
|
|
|
|
744
|
|
|
|
3,004
|
|
|
Other income
|
|
|
3,255
|
|
|
|
2,907
|
|
|
|
2,614
|
|
|
|
2,571
|
|
|
|
2,739
|
|
|
Other expense
|
|
|
7,315
|
|
|
|
6,972
|
|
|
|
6,922
|
|
|
|
7,031
|
|
|
|
6,481
|
|
|
Income taxes
|
|
|
1,751
|
|
|
|
1,760
|
|
|
|
1,721
|
|
|
|
1,369
|
|
|
|
694
|
|
|
Net income
|
|
|
3,443
|
|
|
|
2,889
|
|
|
|
2,783 |
|
|
|
2,247
|
|
|
|
1,238
|
|
|
Preferred stock dividends declared
|
|
|
(183
|
)
|
|
|
(183
|
)
|
|
|
(183
|
)
|
|
|
(183
|
)
|
|
|
(301
|
)
|
|
Net income available to common stockholders
|
|
$ |
3,260
|
|
|
$
|
2,706
|
|
|
$ |
2,600
|
|
|
$ |
2,064
|
|
|
$ |
937
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Per Common Share Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.92
|
|
|
$ |
0.76
|
|
|
$ |
0.73
|
|
|
$ |
0.58
|
|
$ |
|
0.27
|
|
|
Diluted
|
|
|
0.82
|
|
|
|
0.69
|
|
|
|
0.67
|
|
|
|
0.54
|
|
|
|
0.27
|
|
|
Cash dividends declared
|
|
|
0.22
|
|
|
|
0.21
|
|
|
|
0.18
|
|
|
|
0.15
|
|
|
|
n/a
|
|
|
Book value per common share
|
|
|
9.27
|
|
|
|
8.57
|
|
|
|
8.01
|
|
|
|
7.45
|
|
|
|
7.03
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance Sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net
|
|
$
|
189,549
|
|
|
$
|
179,909
|
|
|
$
|
173,578
|
|
|
$
|
175,446
|
|
|
$
|
171,794
|
|
|
Investment securities available for sale
|
|
|
4,364
|
|
|
|
4,550
|
|
|
|
3,503
|
|
|
|
2,506
|
|
|
|
2,012
|
|
|
Total assets
|
|
|
253,201
|
|
|
|
240,919
|
|
|
|
229,912
|
|
|
|
224,728
|
|
|
|
213,652
|
|
|
Deposits
|
|
|
206,667
|
|
|
|
195,801
|
|
|
|
187,823
|
|
|
|
183,938
|
|
|
|
173,960
|
|
|
Stockholders’ equity
|
|
|
36,771
|
|
|
|
34,218
|
|
|
|
32,237
|
|
|
|
30,227
|
|
|
|
28,644
|
|
|
Interest-earning assets
|
|
|
232,441
|
|
|
|
223,497
|
|
|
|
213,560
|
|
|
|
213,301
|
|
|
|
194,936
|
|
|
Interest-bearing liabilities
|
|
|
159,947
|
|
|
|
160,838
|
|
|
|
158,594
|
|
|
|
161,287
|
|
|
|
155,455
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Selected Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets
|
|
|
1.38
|
%
|
|
|
1.22
|
%
|
|
|
1.23
|
%
|
|
|
1.00
|
%
|
|
|
0.57
|
%
|
|
Return on average equity
|
|
|
9.65
|
%
|
|
|
8.59
|
%
|
|
|
8.86
|
%
|
|
|
7.53
|
%
|
|
|
4.26
|
%
|
|
Dividends declared on common stock as a percent of net income available to common stockholders
|
|
|
23.95
|
%
|
|
|
27.50
|
%
|
|
|
24.53
|
%
|
|
|
25.70
|
%
|
|
|
n/a
|
|
|
1.
|
In thousands of dollars, except per share data.
|
|
2.
|
Adjusted for the effects of a common stock split affected in the form of a 10% common stock dividend declared on November 28, 2011.
|
Consolidated Balance Sheets
December 31, 2014 and 2013
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
6,236,749
|
|
|
$
|
7,424,593
|
|
|
Interest-bearing deposits with banks
|
|
|
37,315,779
|
|
|
|
34,351,505
|
|
|
Federal funds sold
|
|
|
1,212,776
|
|
|
|
1,311,641
|
|
|
Investment securities available for sale
|
|
|
4,363,805
|
|
|
|
4,549,702
|
|
|
Restricted equity securities
|
|
|
618,109
|
|
|
|
676,799
|
|
|
Loans, net of allowance for loan losses of $3,554,664 in 2014 and $3,375,350 in 2013
|
|
|
189,549,072
|
|
|
|
179,908,825
|
|
|
Property and equipment, net
|
|
|
4,368,589
|
|
|
|
4,440,215
|
|
|
Foreclosed assets
|
|
|
280,821
|
|
|
|
-
|
|
|
Accrued interest and other income
|
|
|
997,681
|
|
|
|
966,042
|
|
|
Goodwill
|
|
|
120,000
|
|
|
|
120,000
|
|
|
Bank owned life insurance
|
|
|
5,623,087
|
|
|
|
5,462,336
|
|
|
Other assets
|
|
|
2,514,855
|
|
|
|
1,707,319
|
|
|
Total assets
|
|
$
|
253,201,323
|
|
|
|
240,918,977
|
|
| |
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
|
|
$
|
52,969,691
|
|
|
$
|
42,713,122
|
|
|
Interest-bearing
|
|
|
153,696,890
|
|
|
|
153,087,839
|
|
|
Total deposits
|
|
|
206,666,581
|
|
|
|
195,800,961
|
|
| |
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank advances
|
|
|
6,250,000
|
|
|
|
7,750,000
|
|
|
Dividends payable
|
|
|
827,159
|
|
|
|
790,259
|
|
|
Accrued interest payable
|
|
|
110,261
|
|
|
|
123,558
|
|
|
Other liabilities
|
|
|
2,576,668
|
|
|
|
2,236,573
|
|
|
Total liabilities
|
|
|
216,430,669
|
|
|
|
206,701,351
|
|
| |
|
|
|
|
|
|
|
|
|
Commitments and contingencies – Note 16
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, 1,000,000 shares authorized, 189,356 shares of Series A, issued and outstanding with no par value, 4.5% convertible non-cumulative, perpetual; with a liquidation value of $14 per share;
|
|
|
2,620,325
|
|
|
|
2,620,325
|
|
|
181,154 shares of Series D, issued and outstanding with no par value, 5.0% convertible non-cumulative, perpetual; with a liquidation value of $7.08 per share;
|
|
|
1,248,482
|
|
|
|
1,248,482
|
|
|
Common stock, 10,000,000 shares authorized at no par value; 3,549,665 shares issued and outstanding in 2014 and 3,542,984 shares issued and outstanding in 2013
|
|
|
12,101,480
|
|
|
|
12,061,153
|
|
|
Retained earnings
|
|
|
20,808,309
|
|
|
|
18,329,089
|
|
|
Accumulated other comprehensive loss
|
|
|
(7,942
|
)
|
|
|
(41,423
|
)
|
|
Total stockholders’ equity
|
|
|
36,770,654
|
|
|
|
34,217,626
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
253,201,323
|
|
|
$
|
240,918,977
|
|
See Notes to Consolidated Financial Statements
Consolidated Statements of Income
For the years ended December 31, 2014 and 2013
| |
|
2014
|
|
|
2013
|
|
|
Interest income
|
|
|
|
|
|
|
|
Loans and fees on loans
|
|
$
|
10,634,674
|
|
|
$
|
10,377,342
|
|
|
Federal funds sold
|
|
|
2,720
|
|
|
|
2,286
|
|
|
Investment securities, taxable
|
|
|
60,427
|
|
|
|
55,648
|
|
|
Investment securities, dividends
|
|
|
24,419
|
|
|
|
22,190
|
|
|
Deposits with banks
|
|
|
93,744
|
|
|
|
81,449
|
|
|
Total interest income
|
|
|
10,815,984
|
|
|
|
10,538,915
|
|
| |
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
1,067,116
|
|
|
|
1,175,130
|
|
|
Federal funds purchased and securities sold under agreements to repurchase
|
|
|
19
|
|
|
|
80
|
|
|
Short-term debt
|
|
|
-
|
|
|
|
38,543
|
|
|
Federal Home Loan Bank advances
|
|
|
282,431
|
|
|
|
291,491
|
|
|
Total interest expense
|
|
|
1,349,566
|
|
|
|
1,505,244
|
|
|
Net interest income
|
|
|
9,466,418
|
|
|
|
9,033,671
|
|
| |
|
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
211,863
|
|
|
|
319,565
|
|
|
Net interest income after provision for loan losses
|
|
|
9,254,555
|
|
|
|
8,714,106
|
|
| |
|
|
|
|
|
|
|
|
|
Noninterest income
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts
|
|
|
795,832
|
|
|
|
863,862
|
|
|
Gain on the sale of government guaranteed loans
|
|
|
127,362
|
|
|
|
229,130
|
|
|
Fees on loans delivered to correspondents
|
|
|
30,650
|
|
|
|
78,763
|
|
|
Other service charges and fees
|
|
|
678,053
|
|
|
|
576,993
|
|
|
Gain (loss) on sale of investment securities
|
|
|
(1,670
|
)
|
|
|
9,206
|
|
|
Income from bank owned life insurance
|
|
|
160,752
|
|
|
|
163,982
|
|
|
Insurance commissions
|
|
|
766,855
|
|
|
|
666,704
|
|
|
Other operating income
|
|
|
278,365
|
|
|
|
318,204
|
|
|
Life insurance proceeds
|
|
|
419,150
|
|
|
|
-
|
|
|
Total noninterest income
|
|
|
3,255,349
|
|
|
|
2,906,844
|
|
| |
|
|
|
|
|
|
|
|
|
Noninterest expense
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
3,931,262
|
|
|
|
3,762,207
|
|
|
Occupancy expense
|
|
|
442,858
|
|
|
|
429,536
|
|
|
Equipment expense
|
|
|
269,221
|
|
|
|
237,229
|
|
|
Data processing
|
|
|
453,417
|
|
|
|
414,309
|
|
|
Foreclosed assets, net
|
|
|
3,331
|
|
|
|
(3,312
|
)
|
|
Postage, printing and supplies
|
|
|
189,646
|
|
|
|
190,985
|
|
|
Professional fees
|
|
|
463,844
|
|
|
|
389,338
|
|
|
FDIC insurance premiums
|
|
|
119,794
|
|
|
|
104,317
|
|
|
Other expense
|
|
|
1,441,848
|
|
|
|
1,447,323
|
|
|
Total noninterest expense
|
|
|
7,315,221
|
|
|
|
6,971,932
|
|
|
Net income before income taxes
|
|
|
5,194,683
|
|
|
|
4,649,018
|
|
| |
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
1,751,114
|
|
|
|
1,759,667
|
|
|
Net income
|
|
|
3,443,569
|
|
|
|
2,889,351
|
|
|
Preferred stock dividends
|
|
|
(183,423
|
)
|
|
|
(183,423
|
)
|
|
Net income available to common stockholders
|
|
$
|
3,260,146
|
|
|
$
|
2,705,928
|
|
| |
|
|
|
|
|
|
|
|
|
Basic earnings per common share
|
|
$
|
0.92
|
|
|
$
|
0.76
|
|
|
Diluted earnings per common share
|
|
$
|
0.82
|
|
|
$
|
0.69
|
|
|
Basic weighted average common shares outstanding
|
|
|
3,544,057
|
|
|
|
3,542,984
|
|
|
Diluted weighted average common shares outstanding
|
|
|
4,179,908
|
|
|
|
4,176,919
|
|
|
Dividends declared per common share
|
|
$
|
0.22
|
|
|
$
|
0.21
|
|
See Notes to Consolidated Financial Statements
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2014 and 2013
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Net income
|
|
$
|
3,443,569
|
|
|
$
|
2,889,351
|
|
| |
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
Investment securities available for sale
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains
|
|
|
51,631
|
|
|
|
39,126
|
|
|
Tax effect
|
|
|
(19,252
|
)
|
|
|
(14,627
|
)
|
|
Reclassification of (gains) losses recognized in net income
|
|
|
1,670
|
|
|
|
(9,206
|
)
|
|
Tax effect
|
|
|
(568
|
)
|
|
|
3,130
|
|
| |
|
|
33,481
|
|
|
|
18,423
|
|
|
Comprehensive income
|
|
$
|
3,477,050
|
|
|
$
|
2,907,774
|
|
See Notes to Consolidated Financial Statements
Consolidated Statements of Changes in Stockholders’ Equity
For the years ended December 31, 2014 and 2013
| |
|
Preferred
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other
|
|
|
|
|
| |
|
Stock
|
|
|
Common Stock
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
|
|
| |
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Earnings
|
|
|
Income (Loss)
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2013
|
|
$
|
3,868,807
|
|
|
|
3,542,984
|
|
|
$
|
12,061,153
|
|
|
$
|
16,367,187
|
|
|
$
|
(59,846
|
)
|
|
$
|
32,237,301
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,889,351
|
|
|
|
-
|
|
|
|
2,889,351
|
|
|
Other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,423
|
|
|
|
18,423
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared on Series A convertible preferred stock ($.63 per share)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(119,294
|
)
|
|
|
-
|
|
|
|
(119,294
|
)
|
|
Dividends declared on Series D convertible preferred stock ($.35 per share)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(64,129
|
)
|
|
|
-
|
|
|
|
(64,129
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared on common stock ($.21 per share)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(744,026
|
)
|
|
|
-
|
|
|
|
(744,026
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2013
|
|
|
3,868,807
|
|
|
|
3,542,984
|
|
|
|
12,061,153
|
|
|
|
18,329,089
|
|
|
|
(41,423
|
)
|
|
|
34,217,626
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,443,569
|
|
|
|
-
|
|
|
|
3,443,569
|
|
|
Other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
33,481
|
|
|
|
33,481
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock options exercised, net of shares surrendered in cashless exchange
|
|
|
- |
|
|
|
6,681
|
|
|
|
40,327
|
|
|
|
-
|
|
|
|
- |
|
|
|
40,327
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared on Series A convertible preferred stock ($.63 per share)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(119,294
|
)
|
|
|
-
|
|
|
|
(119,294
|
)
|
|
Dividends declared on Series D convertible preferred stock ($.35 per share)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(64,129
|
)
|
|
|
-
|
|
|
|
(64,129
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared on common stock ($.22 per share)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(780,926
|
)
|
|
|
-
|
|
|
|
(780,926
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2014
|
|
$
|
3,868,807
|
|
|
|
3,549,665
|
|
|
$
|
12,101,480
|
|
|
$
|
20,808,309
|
|
|
$
|
(7,942
|
)
|
|
$
|
36,770,654
|
|
See Notes to Consolidated Financial Statements
Consolidated Statements of Cash Flows
For the years ended December 31, 2014 and 2013
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
Net income
|
|
$
|
3,443,569
|
|
|
$
|
2,889,351
|
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
271,024
|
|
|
|
257,213
|
|
|
Provision for loan losses
|
|
|
211,863
|
|
|
|
319,565
|
|
|
Gain on the sale of foreclosed assets
|
|
|
(39,610
|
)
|
|
|
(65,786
|
)
|
|
Gain on the sale of government guaranteed loans
|
|
|
(127,362
|
)
|
|
|
(229,130
|
)
|
|
(Gain) loss on the sale of investments
|
|
|
1,670
|
|
|
|
(9,206
|
)
|
|
(Gain) loss on disposal of property and equipment
|
|
|
(3,867
|
)
|
|
|
452
|
|
|
Deferred income taxes
|
|
|
(186,258
|
)
|
|
|
(25,498
|
)
|
|
Amortization of premiums on securities, net of accretion of discounts
|
|
|
27
|
|
|
|
40
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accrued interest and other income
|
|
|
(31,639
|
)
|
|
|
13,056
|
|
|
Increase in cash surrender value of life insurance
|
|
|
(160,751
|
)
|
|
|
(163,982
|
)
|
|
Other assets
|
|
|
(641,098
|
)
|
|
|
(82,189
|
)
|
|
Accrued interest payable
|
|
|
(13,297
|
)
|
|
|
(12,243
|
)
|
|
Other liabilities
|
|
|
340,095
|
|
|
|
545,516
|
|
|
Net cash provided by operating activities
|
|
|
3,064,366
|
|
|
|
3,437,159
|
|
| |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
Net increase in interest-bearing deposits with banks
|
|
|
(2,964,274
|
)
|
|
|
(1,985,187
|
)
|
|
Net (increase) decrease in federal funds sold
|
|
|
98,865
|
|
|
|
(601,053
|
)
|
|
Purchases of investment securities
|
|
|
(2,150,382
|
)
|
|
|
(2,081,221
|
)
|
|
Maturities of investment securities
|
|
|
2,256,480
|
|
|
|
1,009,520
|
|
|
Purchases of restricted equity securities
|
|
|
(310
|
)
|
|
|
(275
|
)
|
|
Redemption of restricted equity securities
|
|
|
59,000
|
|
|
|
61,800
|
|
|
Net increase in loans
|
|
|
(10,126,482
|
)
|
|
|
(6,697,105
|
)
|
|
Proceeds from the sale of investment securities
|
|
|
131,403
|
|
|
|
63,937
|
|
|
Proceeds from the sale of foreclosed assets
|
|
|
160,523
|
|
|
|
603,490
|
|
|
Proceeds from sale of property and equipment
|
|
|
5,575
|
|
|
|
100
|
|
|
Purchases of property and equipment
|
|
|
(201,106
|
)
|
|
|
(154,242
|
)
|
|
Net cash used in investing activities
|
|
|
(12,730,708
|
)
|
|
|
(9,780,236
|
)
|
| |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
Net increase in deposits
|
|
|
10,865,620
|
|
|
|
7,977,924
|
|
|
Maturities of long-term debt
|
|
|
(1,500,000
|
)
|
|
|
-
|
|
|
Dividends paid on preferred stock
|
|
|
(183,423
|
)
|
|
|
(183,296
|
)
|
|
Dividends paid on common stock
|
|
|
(744,026
|
)
|
|
|
-
|
|
|
Common stock options exercised
|
|
|
40,327
|
|
|
|
-
|
|
|
Net cash provided by financing activities
|
|
|
8,478,498
|
|
|
|
7,794,628
|
|
|
Net increase (decrease) in cash and due from banks
|
|
|
(1,187,844
|
)
|
|
|
1,451,551
|
|
| |
|
|
|
|
|
|
|
|
|
Cash and due from banks, beginning
|
|
|
7,424,593
|
|
|
|
5,973,042
|
|
|
Cash and due from banks, ending
|
|
$
|
6,236,749
|
|
|
$
|
7,424,593
|
|
Continued
Consolidated Statements of Cash Flows, continued
For the years ended December 31, 2014 and 2013
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Supplemental disclosures
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
1,362,863
|
|
|
$
|
1,517,487
|
|
|
Income taxes paid
|
|
$
|
2,009,722
|
|
|
$
|
1,819,472
|
|
|
Loans transferred to foreclosed properties
|
|
$
|
401,734
|
|
|
$
|
46,280
|
|
|
Cash dividends declared but not paid
|
|
$
|
827,159
|
|
|
$
|
790,259
|
|
|
Change in unrealized losses on investment securities available for sale, net
|
|
$
|
33,481
|
|
|
$
|
18,423
|
|
See Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
|
Note 1.
|
Organization and Summary of Significant Accounting Policies
|
Organization
Surrey Bancorp (the “Company”) began operation on May 1, 2003, and was created for the purpose of acquiring all the outstanding shares of common stock of Surrey Bank & Trust. Shareholders of the Bank received six shares of Surrey Bancorp common shares for every five shares of Surrey Bank & Trust common shares owned. The Company is subject to regulation by the Federal Reserve.
Surrey Bank & Trust (the “Bank”) was organized and incorporated under the laws of the State of North Carolina on July 15, 1996, and commenced operations on July 22, 1996. The Bank currently serves Surry County, North Carolina and Patrick County, Virginia and surrounding areas through five banking offices. As a state chartered bank, which is not a member of the Federal Reserve, the Bank is subject to regulation by the State of North Carolina Banking Commission and the Federal Deposit Insurance Corporation.
Surrey Investment Services, Inc. (“Subsidiary”) was organized and incorporated under the laws of the State of North Carolina on February 10, 1998. The subsidiary provides insurance services through SB&T Insurance and investment advice and brokerage services through LPL Financial.
On July 31, 2000, Surrey Bank & Trust formed Freedom Finance, LLC (originally named Friendly Finance, LLC) a subsidiary operation specializing in the purchase of sales finance contracts from local automobile dealers.
The accounting and reporting policies of the Company and subsidiaries follow U.S. generally accepted accounting principles and general practices within the financial services industry. Following is a summary of the more significant policies.
Critical Accounting Policies
Management believes the policies with respect to the methodology for the determination of the allowance for loan losses, and asset impairment judgments, including the recoverability of intangible assets involve a higher degree of complexity and require management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could cause reported results to differ materially. These critical policies and their application are periodically reviewed with the Audit Committee and the Board of Directors.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, the Bank, and Subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowances for loan and foreclosed real estate losses, management obtains independent appraisals for significant properties.
Notes to Consolidated Financial Statements
| Note 1. |
Organization and Summary of Significant Accounting Policies, continued |
Use of Estimates, continued
Substantially, all of the Company’s loan portfolio consists of loans in its market area. Accordingly, the ultimate collectability of a substantial portion of the Company’s loan portfolio and the recovery of a substantial portion of the carrying amount of foreclosed real estate are susceptible to changes in local market conditions. The regional economy is diverse, but influenced to an extent by the manufacturing and agricultural segments.
While management uses available information to recognize loan and foreclosed real estate losses, future additions to the allowances may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as a part of their routine examination process, periodically review the Company’s allowances for loan and foreclosed real estate losses. Such agencies may require the Company to recognize additions to the allowances based on their judgments about information available to them at the time of their examinations. Because of these factors, it is reasonably possible that the allowances for loan and foreclosed real estate losses may change materially in the near term.
Cash and Due from Banks
For the purpose of presentation in the statement of cash flows, cash and cash equivalents are defined as those amounts included in the balance sheet caption “cash and due from banks.” The Company maintains due from accounts with correspondent banks. During the normal course of business, the Company may have cash deposits with these banks that are in excess of federally insured limits.
Interest-bearing Deposits with Banks
Interest-bearing deposits with banks mature within one year and are carried at cost. These deposits are primarily at the Federal Home Loan Bank of Atlanta, which sweeps excess funds out nightly and invests the funds in accounts that pay a daily rate that mirrors the federal funds rate, and the Federal Reserve Bank. Other deposits included in this category are money market accounts and short-term certificates of deposit issued through the Certificate of Deposit Account Registry Service (“CDARS”).
Trading Securities
The Company does not hold securities for short-term resale and therefore does not maintain a trading securities portfolio.
Securities Held to Maturity
Bonds, notes, and debentures for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity or to call dates. No securities held by the Company for the periods presented were classified as held to maturity.
Securities Available for Sale
Available for sale securities are reported at fair value and consist of bonds, notes, debentures, and certain equity securities not classified as trading securities or as held to maturity securities.
Unrealized holding gains and losses, net of tax, on available for sale securities are reported as a net amount in a separate component of stockholders’ equity. Realized gains and losses on the sale of available for sale securities are determined using the specific-identification method and are recorded on a trade-date basis. Premiums and discounts are recognized in interest income using the interest method over the period to maturity or to call dates. Declines in the fair value of individual held to maturity and available for sale securities below cost that are other than temporary are reflected as write-downs of the individual securities to fair value.
Notes to Consolidated Financial Statements
| Note 1. |
Organization and Summary of Significant Accounting Policies, continued |
Securities Available for Sale, continued
Related write-downs are included in earnings as realized losses. In determining whether other than temporary impairment exists, management considers many factors, including (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and the ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
Loans Held for Sale
Government guaranteed loans originated in the normal course of business are sometimes sold into the secondary market. These sales are of the guaranteed portion of the loans only. Loans that carry variable rates, which eliminate the market risk to the Bank, are carried at cost. Fixed rate loans are carried the lower of cost or market. There were no loans held for sale at December 31, 2014 and 2013.
Loans Receivable
Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal amount adjusted for any charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.
Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield of the related loan using the interest method. Discounts and premiums on any purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments. Discounts and premiums on any purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method.
Interest is accrued and credited to income based on the principal amount outstanding. The accrual of interest on impaired loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due. When the interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received. Payments received on nonaccrual loans are first applied to principal and any residual amounts are then applied to interest. When facts and circumstances indicate the borrower has regained the ability to meet the required payments, the loan is returned to accrual status. Past due loans are determined on the basis of contractual terms.
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
The allowance consists of specific, general and qualitative components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-impaired loans and is based on historical loss experience adjusted for qualitative factors. A qualitative component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
Notes to Consolidated Financial Statements
| Note 1. |
Organization and Summary of Significant Accounting Policies, continued |
Allowance for Loan Losses, continued
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.
Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures.
Property and Equipment
Land is carried at cost. Premises, furniture and equipment, and leasehold improvements are carried at cost, less accumulated depreciation and amortization computed principally by the straight-line method over the following estimated useful lives:
| |
|
Years
|
|
| |
|
|
|
|
Buildings and improvements
|
|
|
10-40
|
|
|
Furniture and equipment
|
|
|
3-25
|
|
Foreclosed Assets
Assets acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at the lower of the investment in the loan or fair value less anticipated cost to sell at the date of foreclosure establishing a new cost basis. After foreclosure, valuations are periodically performed by management, and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in foreclosed asset expense.
Goodwill
Goodwill consists of premiums paid on acquisitions of insurance agencies. Goodwill is evaluated for impairment on an annual basis. Any impairment is charged against income in the period of impairment.
Employee Benefit Plans
The Company has a defined contribution plan qualifying under IRS Code Section 401(k). Employee contributions are matched by the Company up to the first six percent of an employee’s contribution. The Company match is expensed as incurred.
The Company has a noncontributory, nonqualified supplemental executive retirement plan (“SERP”) covering certain executive employees. The plan calls for monthly payments payable for the life of the executive, generally beginning at the age of 65. The SERP costs, which are actuarially determined and recorded on an unfunded basis, are charged to current operations and credited to a liability account on the consolidated balance sheets.
The Company has a deferred compensation plan under which directors may elect to defer their directors’ fees. Participating directors receive an additional 30% matching contribution from the Company. Benefit payments are paid for a specific number of years, generally beginning at age 65. The deferred compensation cost, including the Company’s matching contribution, are charged to current operations and credited to a liability account on the consolidated balance sheets.
Notes to Consolidated Financial Statements
| Note 1. |
Organization and Summary of Significant Accounting Policies, continued |
Stock-based Compensation
The Company accounts for stock-based compensation in accordance with the provisions of Financial Accounting Standards Board (“FASB”) ASC (“Accounting Standards Codification”) 718, Compensation – Stock Compensation. Under the fair value recognition provisions of this statement, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Income Taxes
Income tax expense is based on amounts reported in the statements of income (after exclusion of non-taxable income such as interest on state and municipal securities) and consists of taxes currently due plus deferred taxes on temporary differences in the recognition of income and expense for tax and financial statement purposes. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense.
Deferred income tax liability relating to unrealized appreciation (or the deferred tax asset in the case of unrealized depreciation) on investment securities available for sale is recorded in other liabilities (assets). Such unrealized appreciation or depreciation is recorded as an adjustment to equity in the financial statements and not included in income determination until realized. Accordingly, the resulting deferred income tax liability or asset is also recorded as an adjustment to equity.
Basic Earnings per Common Share
Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period, after giving retroactive effect to stock splits and dividends.
Diluted Earnings per Common Share
The computation of diluted earnings per common share is similar to the computation of basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued. The numerator is adjusted for any changes in income that would result from the assumed conversion of those potential common shares.
Notes to Consolidated Financial Statements
| Note 1. |
Organization and Summary of Significant Accounting Policies, continued |
Comprehensive Income
Comprehensive income consists of net income plus certain other changes in assets and liabilities that are reported as separate components of stockholders’ equity rather than as income or expense. The Company’s other comprehensive income only consist of adjustments for unrealized gains or losses on investment securities available-for-sale.
Advertising Cost
The Company incurred marketing and advertising cost of $111,891 and $129,048 for the years ended December 31, 2014 and 2013, respectively. The amounts are expensed as incurred and included in the statements of income under other expense.
Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under line of credit arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded.
Fair Value of Financial Instruments
FASB ASC 820, Fair Value Measurement and Disclosure, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all nonfinancial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
Reclassification
Certain reclassifications have been made to the prior years' financial statements to place them on a comparable basis with the current year. Net income and stockholders’ equity previously reported were not affected by these reclassifications.
Recent Accounting Pronouncements
The following is a summary of recent authoritative pronouncements:
In January 2014, the FASB amended Receivables topic of the Accounting Standards Codification. The amendments are intended to resolve diversity in practice with respect to when a creditor should reclassify a collateralized consumer mortgage loan to other real estate owned (OREO). In addition, the amendments require a creditor reclassify a collateralized consumer mortgage loan to OREO upon obtaining legal title to the real estate collateral, or the borrower voluntarily conveying all interest in the real estate property to the lender to satisfy the loan through a deed in lieu of foreclosure or similar legal agreement. The amendments will be effective for the Company for annual periods, and interim periods within those annual period beginning after December 15, 2014 with early implementation of the guidance permitted. In implementing this guidance, assets that are reclassified from real estate to loans are measured at the carrying value of the real estate at the date of adoption. Assets reclassified from loans to real estate are measured at the lower of the net amount of the loan receivable or the fair value of the real estate less costs to sell at the date of adoption. The Company will apply the amendments prospectively. The Company does not expect these amendments to have a material effect on its financial statements.
Notes to Consolidated Financial Statements
| Note 1. |
Organization and Summary of Significant Accounting Policies, continued |
Recent Accounting Pronouncements, continued
In May 2014, the FASB issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for the Company for reporting periods beginning after December 15, 2016. The Company will apply the guidance using a full retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.
In August 2014, the FASB issued guidance that is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements, management will need to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the organization’s ability to continue as a going concern within one year after the date that the financial statements are issued. The amendments will be effective for the Company for annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company does not expect these amendments to have a material effect on its financial statements.
In January 2015, the FASB issued guidance that eliminated the concept of extraordinary items from U.S. GAAP. Existing U.S. GAAP required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments will eliminate the requirements for reporting entities to consider whether an underlying event or transaction is extraordinary, however, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not expect these amendments to have a material effect on its financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows.
| Note 2. |
Restrictions on Cash |
To comply with banking regulations, the Company is required to maintain certain average cash reserve balances. The daily average cash reserve requirement was approximately $1,809,000 and $1,689,000 for the periods including December 31, 2014 and 2013, respectively.
Debt and equity securities have been classified in the balance sheets according to management’s intent. The amortized costs of securities available for sale and their approximate fair values at December 31, 2014 and 2013 follow:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprises
|
|
$
|
3,500,000
|
|
|
$
|
1,170
|
|
|
$
|
4,640
|
|
|
$
|
3,496,530
|
|
|
Mortgage-backed securities
|
|
|
25,592
|
|
|
|
715
|
|
|
|
-
|
|
|
|
26,307
|
|
|
Corporate bonds
|
|
|
300,000
|
|
|
|
-
|
|
|
|
45,000
|
|
|
|
255,000
|
|
|
Equities and mutual funds
|
|
|
552,635
|
|
|
|
42,900
|
|
|
|
9,567
|
|
|
|
585,968
|
|
| |
|
$
|
4,378,227
|
|
|
$
|
44,785
|
|
|
$
|
59,207
|
|
|
$
|
4,363,805
|
|
Notes to Consolidated Financial Statements
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprises
|
|
$
|
3,500,000
|
|
|
$
|
795
|
|
|
$
|
2,030
|
|
|
$
|
3,498,765
|
|
|
Mortgage-backed securities
|
|
|
32,099
|
|
|
|
1,022
|
|
|
|
-
|
|
|
|
33,121
|
|
|
Corporate bonds
|
|
|
550,000
|
|
|
|
-
|
|
|
|
99,000
|
|
|
|
451,000
|
|
|
Equities and mutual funds
|
|
|
535,326
|
|
|
|
43,260
|
|
|
|
11,770
|
|
|
|
566,816
|
|
| |
|
$
|
4,617,425
|
|
|
$
|
45,077
|
|
|
$
|
112,800
|
|
|
$
|
4,549,702
|
|
Restricted equity securities were $618,109 and $676,799 at December 31, 2014 and 2013, respectively. Restricted equity securities primarily consist of investments in stock of the Federal Home Loan Bank of Atlanta (“FHLB”) and Community Bankers Bank (“CBB”). These investments are carried at cost. The FHLB requires financial institutions to make equity investments in the FHLB in order to borrow money. The Company is required to own the stock so long as it borrows from the FHLB. CBB stock is classified as restricted due to the transfer restrictions placed on the ownership of the stock by the issuer.
At December 31, 2014 and 2013, substantially all government-sponsored enterprises securities were pledged as collateral on public deposits and for other purposes as required or permitted by law. The mortgage-backed securities were pledged to the FHLB.
Maturities of mortgage-backed bonds are stated based on contractual maturities. Actual maturities of these bonds may vary as the underlying mortgages are prepaid. The investment in equities and mutual funds by nature have no maturity date and are classified as due in one year or less.
The scheduled maturities of securities (all available for sale) at December 31, 2014, were as follows:
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Due in one year or less
|
|
$
|
1,552,635
|
|
|
$
|
1,586,427
|
|
|
Due after one year through five years
|
|
|
2,810,353
|
|
|
|
2,761,699
|
|
|
Due after five years through ten years
|
|
|
5,846
|
|
|
|
5,998
|
|
|
Due after ten years
|
|
|
9,393
|
|
|
|
9,681
|
|
| |
|
$
|
4,378,227
|
|
|
$
|
4,363,805
|
|
The Company had realized losses of $1,670 from the sales of equity and mutual fund investment securities for the year ended December 31, 2014, and realized gains of $9,206 from the sales of equity and mutual fund investment securities for the year ended December 31, 2013. Total proceeds from the sales amounted to $131,403 and $63,937 in 2014 and 2013, respectively.
Notes to Consolidated Financial Statements
|
Note 3.
|
Securities, continued
|
The following tables show investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at December 31, 2014 and 2013. These unrealized losses on investment securities are a result of volatility in interest rates and market fluctuations and relate to government-sponsored enterprises, corporate bonds issued by other banks and equities and mutual funds at December 31, 2014, and corporate bonds issued by other banks at December 31, 2013.
| |
|
Less Than 12 Months
|
|
|
12 Months or More
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprises
|
|
$
|
1,995,360
|
|
|
$
|
4,640
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,995,360
|
|
|
$
|
4,640
|
|
|
Corporate bonds
|
|
|
-
|
|
|
|
-
|
|
|
|
255,000
|
|
|
|
45,000
|
|
|
|
255,000
|
|
|
|
45,000
|
|
|
Equities and mutual funds
|
|
|
69,129
|
|
|
|
5,592
|
|
|
|
107,999
|
|
|
|
3,975
|
|
|
|
177,128
|
|
|
|
9,567
|
|
| |
|
$
|
2,064,489
|
|
|
$
|
10,232
|
|
|
$
|
362,999
|
|
|
$
|
48,975
|
|
|
$
|
2,427,488
|
|
|
$
|
59,207
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprises
|
|
$
|
1,497,970
|
|
|
$
|
2,030
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,497,970
|
|
|
$
|
2,030
|
|
|
Corporate bonds
|
|
|
-
|
|
|
|
-
|
|
|
|
451,000
|
|
|
|
99,000
|
|
|
|
451,000
|
|
|
|
99,000
|
|
|
Equities and mutual funds
|
|
|
245,218
|
|
|
|
11,770
|
|
|
|
-
|
|
|
|
-
|
|
|
|
245,218
|
|
|
|
11,770
|
|
| |
|
$
|
1,743,188
|
|
|
$
|
13,800
|
|
|
$
|
451,000
|
|
|
$
|
99,000
|
|
|
$
|
2,194,188
|
|
|
$
|
112,800
|
|
Management considers the nature of the investment, the underlying causes of the decline in the market value and the severity and duration of the decline in market value in determining if impairment is other than temporary. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Based upon this evaluation, there are two securities in the portfolio with unrealized losses for a period greater than 12 months. We have analyzed each individual security for Other Than Temporary Impairment (“OTTI”) purposes by reviewing delinquencies, loan-to-value ratios, and credit quality and concluded that all unrealized losses presented in the tables above are not related to an issuer’s financial condition but are due to changes in the level of interest rates and market volatility. No declines are deemed to be other than temporary in nature.
The major components of loans in the balance sheets at December 31, 2014 and 2013 are below.
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Commercial and industrial
|
|
$
|
56,602,425
|
|
|
$
|
66,612,984
|
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
Construction and land development
|
|
|
10,061,249
|
|
|
|
6,353,787
|
|
|
Residential, 1-4 families
|
|
|
41,824,806
|
|
|
|
40,203,978
|
|
|
Residential, 5 or more families
|
|
|
1,109,586
|
|
|
|
1,515,239
|
|
|
Farmland
|
|
|
3,486,002
|
|
|
|
2,219,688
|
|
|
Nonfarm, nonresidential
|
|
|
74,275,793
|
|
|
|
60,316,018
|
|
|
Agricultural
|
|
|
675,474
|
|
|
|
107,974
|
|
|
Consumer, net of discounts of $11,950 in 2014 and $11,931 in 2013
|
|
|
4,997,023
|
|
|
|
5,685,407
|
|
| |
|
|
193,032,358
|
|
|
|
183,015,075
|
|
|
Net, deferred loan origination costs (fees)
|
|
|
71,378
|
|
|
|
269,100
|
|
| |
|
|
193,103,736
|
|
|
|
183,284,175
|
|
|
Allowance for loan losses
|
|
|
(3,554,664
|
)
|
|
|
(3,375,350
|
)
|
| |
|
$
|
189,549,072
|
|
|
$
|
179,908,825
|
|
Residential, 1-4 family loans pledged as collateral against FHLB advances approximated $18,124,000 and $17,376,000 at December 31, 2014 and 2013, respectively.
Notes to Consolidated Financial Statements
| Note 5. |
Allowance for Loan Losses |
The allocation of the allowance for loan losses by loan components at December 31, 2014 and 2013 was as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
Other
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
73,000
|
|
|
$
|
617,629
|
|
|
$
|
753,050
|
|
|
$
|
1,708,962
|
|
|
$
|
181,309
|
|
|
$
|
41,400
|
|
|
$
|
3,375,350
|
|
|
Charge-offs
|
|
|
-
|
|
|
|
(102,168
|
)
|
|
|
(1,778
|
)
|
|
|
(146,444
|
)
|
|
|
(66,581
|
)
|
|
|
-
|
|
|
|
(316,971
|
)
|
|
Recoveries
|
|
|
-
|
|
|
|
1,463
|
|
|
|
80,630
|
|
|
|
160,418
|
|
|
|
41,911
|
|
|
|
-
|
|
|
|
284,422
|
|
|
Provision
|
|
|
87,100
|
|
|
|
281,275
|
|
|
|
235,413
|
|
|
|
(421,036
|
)
|
|
|
2,111
|
|
|
|
27,000
|
|
|
|
211,863
|
|
|
Ending balance
|
|
$
|
160,100
|
|
|
$
|
798,199
|
|
|
$
|
1,067,315
|
|
|
$
|
1,301,900
|
|
|
$
|
158,750
|
|
|
$
|
68,400
|
|
|
$
|
3,554,664
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
-
|
|
|
$
|
97,799
|
|
|
$
|
117,215
|
|
|
$
|
162,900
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
377,914
|
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
160,100
|
|
|
$
|
700,400
|
|
|
$
|
950,100
|
|
|
$
|
1,139,000
|
|
|
$
|
158,750
|
|
|
$
|
68,400
|
|
|
$
|
3,176,750
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
10,061,249
|
|
|
$
|
41,824,806
|
|
|
$
|
74,275,793
|
|
|
$
|
56,602,425
|
|
|
$
|
4,997,023
|
|
|
$
|
5,271,062
|
|
|
$
|
193,032,358
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
13,536
|
|
|
$
|
574,078
|
|
|
$
|
2,658,938
|
|
|
$
|
1,399,469
|
|
|
$
|
-
|
|
|
$
|
228,111
|
|
|
$
|
4,874,132
|
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
10,047,713
|
|
|
$
|
41,250,728
|
|
|
$
|
71,616,855
|
|
|
$
|
55,202,956
|
|
|
$
|
4,997,023
|
|
|
$
|
5,042,951
|
|
|
$
|
188,158,226
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
86,300
|
|
|
$
|
668,700
|
|
|
$
|
801,999
|
|
|
$
|
1,604,510
|
|
|
$
|
198,789
|
|
|
$
|
42,800
|
|
|
$
|
3,403,098
|
|
|
Charge-offs
|
|
|
-
|
|
|
|
(26,967
|
)
|
|
|
(238,541
|
)
|
|
|
(87,374
|
)
|
|
|
(79,667
|
)
|
|
|
-
|
|
|
|
(432,549
|
)
|
|
Recoveries
|
|
|
587
|
|
|
|
401
|
|
|
|
2,426
|
|
|
|
52,433
|
|
|
|
29,389
|
|
|
|
-
|
|
|
|
85,236
|
|
|
Provision
|
|
|
(13,887
|
)
|
|
|
(24,505
|
)
|
|
|
187,166
|
|
|
|
139,393
|
|
|
|
32,798
|
|
|
|
(1,400
|
)
|
|
|
319,565
|
|
|
Ending balance
|
|
$
|
73,000
|
|
|
$
|
617,629
|
|
|
$
|
753,050
|
|
|
$
|
1,708,962
|
|
|
$
|
181,309
|
|
|
$
|
41,400
|
|
|
$
|
3,375,350
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
-
|
|
|
$
|
10,829
|
|
|
$
|
131,950
|
|
|
$
|
206,162
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
348,941
|
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
73,000
|
|
|
$
|
606,800
|
|
|
$
|
621,100
|
|
|
$
|
1,502,800
|
|
|
$
|
181,309
|
|
|
$
|
41,400
|
|
|
$
|
3,026,409
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
6,353,787
|
|
|
$
|
40,203,978
|
|
|
$
|
60,316,018
|
|
|
$
|
66,612,984
|
|
|
$
|
5,685,407
|
|
|
$
|
3,842,901
|
|
|
$
|
183,015,075
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
318,111
|
|
|
$
|
337,767
|
|
|
$
|
2,912,421
|
|
|
$
|
2,499,531
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
6,067,830
|
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
6,035,676
|
|
|
$
|
39,866,211
|
|
|
$
|
57,403,597
|
|
|
$
|
64,113,453
|
|
|
$
|
5,685,407
|
|
|
$
|
3,842,901
|
|
|
$
|
176,947,245
|
|
Notes to Consolidated Financial Statements
|
Note 5.
|
Allowance for Loan Losses, continued
|
The following table presents loans individually evaluated for impairment by class of loan as of December 31, 2014 and 2013:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
13,536
|
|
|
$
|
13,536
|
|
|
$
|
-
|
|
|
$
|
13,788
|
|
|
$
|
2,710
|
|
|
1-4 family residential
|
|
|
174,314
|
|
|
|
174,314
|
|
|
|
-
|
|
|
|
174,882
|
|
|
|
7,269
|
|
|
Nonfarm, nonresidential
|
|
|
1,806,013
|
|
|
|
1,806,013
|
|
|
|
-
|
|
|
|
1,826,306
|
|
|
|
94,953
|
|
|
Commercial and industrial
|
|
|
844,682
|
|
|
|
844,682
|
|
|
|
-
|
|
|
|
986,462
|
|
|
|
9,452
|
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Other loans
|
|
|
228,111
|
|
|
|
228,111
|
|
|
|
-
|
|
|
|
228,884
|
|
|
|
15,244
|
|
| |
|
|
3,066,656
|
|
|
|
3,066,656
|
|
|
|
- |
|
|
|
3,230,322
|
|
|
|
129,628
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
1-4 family residential
|
|
|
399,764
|
|
|
|
399,764
|
|
|
|
97,799
|
|
|
|
402,691
|
|
|
|
8,141
|
|
|
Nonfarm, nonresidential
|
|
|
852,925
|
|
|
|
852,925
|
|
|
|
117,215
|
|
|
|
852,872
|
|
|
|
358
|
|
|
Commercial and industrial
|
|
|
554,787
|
|
|
|
554,787
|
|
|
|
162,900
|
|
|
|
552,865
|
|
|
|
72
|
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Other loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
| |
|
|
1,807,476
|
|
|
|
1,807,476
|
|
|
|
377,914
|
|
|
|
1,808,428
|
|
|
|
8,571
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
13,536
|
|
|
$
|
13,536
|
|
|
$
|
-
|
|
|
$
|
13,788
|
|
|
$
|
2,710
|
|
|
1-4 family residential
|
|
|
574,078
|
|
|
|
574,078
|
|
|
|
97,799
|
|
|
|
577,573
|
|
|
|
15,410
|
|
|
Nonfarm, nonresidential
|
|
|
2,658,938
|
|
|
|
2,658,938
|
|
|
|
117,215
|
|
|
|
2,679,178
|
|
|
|
95,311
|
|
|
Commercial and industrial
|
|
|
1,399,469
|
|
|
|
1,399,469
|
|
|
|
162,900
|
|
|
|
1,539,327
|
|
|
|
9,524
|
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Other loans
|
|
|
228,111
|
|
|
|
228,111
|
|
|
|
-
|
|
|
|
228,884
|
|
|
|
15,244
|
|
| |
|
$
|
4,874,132
|
|
|
$
|
4,874,132
|
|
|
$
|
377,914
|
|
|
$
|
5,038,750
|
|
|
$
|
138,199
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
318,111
|
|
|
$
|
318,111
|
|
|
$
|
-
|
|
|
$
|
320,260
|
|
|
$
|
21,825
|
|
|
1-4 family residential
|
|
|
263,562
|
|
|
|
263,562
|
|
|
|
-
|
|
|
|
261,364
|
|
|
|
21,295
|
|
|
Nonfarm, nonresidential
|
|
|
2,095,645
|
|
|
|
2,165,883
|
|
|
|
-
|
|
|
|
2,144,605
|
|
|
|
120,322
|
|
|
Commercial and industrial
|
|
|
1,359,371
|
|
|
|
1,561,253
|
|
|
|
-
|
|
|
|
1,393,077
|
|
|
|
71,409
|
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Other loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
| |
|
|
4,036,689
|
|
|
|
4,308,809
|
|
|
|
-
|
|
|
|
4,119,306
|
|
|
|
234,851
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
1-4 family residential
|
|
|
74,205
|
|
|
|
74,205
|
|
|
|
10,829
|
|
|
|
77,144
|
|
|
|
4,300
|
|
|
Nonfarm, nonresidential
|
|
|
816,776
|
|
|
|
816,776
|
|
|
|
131,950
|
|
|
|
930,060
|
|
|
|
24,653
|
|
|
Commercial and industrial
|
|
|
1,140,160
|
|
|
|
1,140,160
|
|
|
|
206,162
|
|
|
|
1,163,698
|
|
|
|
47,393
|
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Other loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
| |
|
|
2,031,141
|
|
|
|
2,031,141
|
|
|
|
348,941
|
|
|
|
2,170,902
|
|
|
|
76,346
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
318,111
|
|
|
$
|
318,111
|
|
|
$
|
-
|
|
|
$
|
320,260
|
|
|
$
|
21,825
|
|
|
1-4 family residential
|
|
|
337,767
|
|
|
|
337,767
|
|
|
|
10,829
|
|
|
|
338,508
|
|
|
|
25,595
|
|
|
Nonfarm, nonresidential
|
|
|
2,912,421
|
|
|
|
2,982,659
|
|
|
|
131,950
|
|
|
|
3,074,665
|
|
|
|
144,975
|
|
|
Commercial and industrial
|
|
|
2,499,531
|
|
|
|
2,701,413
|
|
|
|
206,162
|
|
|
|
2,556,775
|
|
|
|
118,802
|
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Other loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
| |
|
$
|
6,067,830
|
|
|
$
|
6,339,950
|
|
|
$
|
348,941
|
|
|
$
|
6,290,208
|
|
|
$
|
311,197
|
|
Notes to Consolidated Financial Statements
| Note 5. |
Allowance for Loan Losses, continued |
Nonperforming loans and impaired loans are defined differently. As such, some loans may be included in both categories, whereas other loans may only be included in one category. The following presents by class, an aging analysis of the recorded investment in loans.
The following table presents an age analysis of past due loans as of December 31, 2014 and 2013:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Total
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
94,736
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
94,736
|
|
|
$
|
9,966,513
|
|
|
$
|
10,061,249
|
|
|
$
|
-
|
|
|
1-4 family residential
|
|
|
362,406
|
|
|
|
274,595
|
|
|
|
172,981
|
|
|
|
809,982
|
|
|
|
41,014,824
|
|
|
|
41,824,806
|
|
|
|
-
|
|
|
Nonfarm, nonresidential
|
|
|
137,733
|
|
|
|
105,473
|
|
|
|
663,902
|
|
|
|
907,108
|
|
|
|
73,368,685
|
|
|
|
74,275,793
|
|
|
|
-
|
|
|
Commercial and industrial
|
|
|
63,744
|
|
|
|
20,476
|
|
|
|
1,271,937
|
|
|
|
1,356,157
|
|
|
|
55,246,268
|
|
|
|
56,602,425
|
|
|
|
-
|
|
|
Consumer
|
|
|
169,895
|
|
|
|
48,785
|
|
|
|
54,306
|
|
|
|
272,986
|
|
|
|
4,724,037
|
|
|
|
4,997,023
|
|
|
|
53,184
|
|
|
Other loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,271,062
|
|
|
|
5,271,062
|
|
|
|
-
|
|
|
Total
|
|
$
|
828,514
|
|
|
$
|
449,329
|
|
|
$
|
2,163,126
|
|
|
$
|
3,440,969
|
|
|
$
|
189,591,389
|
|
|
$
|
193,032,358
|
|
|
$
|
53,184
|
|
|
Percentage of total loans
|
|
|
0.43
|
%
|
|
|
0.23
|
%
|
|
|
1.12
|
%
|
|
|
1.78
|
%
|
|
|
98.22
|
%
|
|
|
100.00
|
%
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accruals included above
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
1-4 family residential
|
|
|
162,027
|
|
|
|
56,664
|
|
|
|
172,981
|
|
|
|
391,672
|
|
|
|
112,752
|
|
|
|
504,424
|
|
|
|
|
|
|
Nonfarm, nonresidential
|
|
|
133,147
|
|
|
|
-
|
|
|
|
663,902
|
|
|
|
797,049
|
|
|
|
395,558
|
|
|
|
1,192,607
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
18,859
|
|
|
|
-
|
|
|
|
1,271,937
|
|
|
|
1,290,796
|
|
|
|
-
|
|
|
|
1,290,796
|
|
|
|
|
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
1,122
|
|
|
|
1,122
|
|
|
|
-
|
|
|
|
1,122
|
|
|
|
|
|
|
Other loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
| |
|
$
|
314,033
|
|
|
$
|
56,664
|
|
|
$
|
2,109,942
|
|
|
$
|
2,480,639
|
|
|
$
|
508,310
|
|
|
$
|
2,988,949
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
6,353,787
|
|
|
$
|
6,353,787
|
|
|
$
|
-
|
|
|
1-4 family residential
|
|
|
544,559
|
|
|
|
165,244
|
|
|
|
173,786
|
|
|
|
883,589
|
|
|
|
39,320,389
|
|
|
|
40,203,978
|
|
|
|
-
|
|
|
Nonfarm, nonresidential
|
|
|
193,411
|
|
|
|
336,036
|
|
|
|
791,148
|
|
|
|
1,320,595
|
|
|
|
58,995,423
|
|
|
|
60,316,018
|
|
|
|
-
|
|
|
Commercial and industrial
|
|
|
84,145
|
|
|
|
2,528
|
|
|
|
929,552
|
|
|
|
1,016,225
|
|
|
|
65,596,759
|
|
|
|
66,612,984
|
|
|
|
15,837
|
|
|
Consumer
|
|
|
103,463
|
|
|
|
68,767
|
|
|
|
20,742
|
|
|
|
192,972
|
|
|
|
5,492,435
|
|
|
|
5,685,407
|
|
|
|
19,601
|
|
|
Other loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,842,901
|
|
|
|
3,842,901
|
|
|
|
-
|
|
|
Total
|
|
$
|
925,578
|
|
|
$
|
572,575
|
|
|
$
|
1,915,228
|
|
|
$
|
3,413,381
|
|
|
$
|
179,601,694
|
|
|
$
|
183,015,075
|
|
|
$
|
35,438
|
|
|
Percentage of total loans
|
|
|
0.51
|
%
|
|
|
0.31
|
%
|
|
|
1.05
|
%
|
|
|
1.87
|
%
|
|
|
98.13
|
%
|
|
|
100.00
|
%
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-accruals included above
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
70,058
|
|
|
$
|
70,058
|
|
|
|
|
|
|
1-4 family residential
|
|
|
29,269
|
|
|
|
-
|
|
|
|
173,786
|
|
|
|
203,055
|
|
|
|
190,032
|
|
|
|
393,087
|
|
|
|
|
|
|
Nonfarm, nonresidential
|
|
|
85,646
|
|
|
|
-
|
|
|
|
791,148
|
|
|
|
876,794
|
|
|
|
1,222,090
|
|
|
|
2,098,884
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
-
|
|
|
|
-
|
|
|
|
913,715
|
|
|
|
913,715
|
|
|
|
321,592
|
|
|
|
1,235,307
|
|
|
|
|
|
|
Consumer
|
|
|
259
|
|
|
|
547
|
|
|
|
1,141
|
|
|
|
1,947
|
|
|
|
1,044
|
|
|
|
2,991
|
|
|
|
|
|
|
Other loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
| |
|
$
|
115,174
|
|
|
$
|
547
|
|
|
$
|
1,879,790
|
|
|
$
|
1,995,511
|
|
|
$
|
1,804,816
|
|
|
$
|
3,800,327
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
Note 5.
|
Allowance for Loan Losses, continued
|
Credit Quality Indicators:
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. Loans classified as substandard or special mention are reviewed quarterly by the Company for further deterioration or improvement to determine if appropriately classified and impairment, if any. All other loans greater than $500,000, commercial lines greater than $250,000 and personal lines of credit greater than $100,000, and unsecured loans greater than $100,000 are specifically reviewed at least annually to determine the appropriate loan grading. In addition, during the renewal process of any loan, as well as when a loan becomes past due, the Company evaluates the loan grade.
Loans excluded from the scope of the annual review process above are generally classified as pass credits until: (a) they become past due; (b) management becomes aware of deterioration in the credit worthiness of the borrower; or (c) the customer contacts the Company for a modification. In these circumstances, the loan is specifically evaluated for potential classification as to special mention, substandard or even charged off. The Company uses the following definitions for risk ratings:
Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard. Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Notes to Consolidated Financial Statements
|
Note 5.
|
Allowance for Loan Losses, continued
|
Loans by credit quality indicator are provided in the following table.
| |
|
Total
|
|
|
Pass Credits
|
|
|
|
|
|
Substandard
|
|
|
Doubtful
|
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
10,061,249
|
|
|
$
|
10,061,249
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
1-4 family residential
|
|
|
41,824,806
|
|
|
|
41,009,963
|
|
|
|
641,862
|
|
|
|
172,981
|
|
|
|
-
|
|
|
Nonfarm, nonresidential
|
|
|
74,275,793
|
|
|
|
72,657,724
|
|
|
|
1,618,069
|
|
|
|
-
|
|
|
|
-
|
|
|
Commercial and industrial
|
|
|
56,602,425
|
|
|
|
55,274,007
|
|
|
|
1,328,418
|
|
|
|
-
|
|
|
|
-
|
|
|
Consumer
|
|
|
4,997,023
|
|
|
|
4,996,479
|
|
|
|
544
|
|
|
|
-
|
|
|
|
-
|
|
|
Other loans
|
|
|
5,271,062
|
|
|
|
5,254,896
|
|
|
|
16,166
|
|
|
|
-
|
|
|
|
-
|
|
| |
|
$
|
193,032,358
|
|
|
$
|
189,254,318
|
|
|
$
|
3,605,059
|
|
|
$
|
172,981
|
|
|
$
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
100.0
|
%
|
|
|
98.0
|
%
|
|
|
1.9
|
%
|
|
|
0.1
|
%
|
|
|
-
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed portion of loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
15,604
|
|
|
$
|
15,604
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
1-4 family residential
|
|
|
584,842
|
|
|
|
306,212
|
|
|
|
278,630
|
|
|
|
-
|
|
|
|
-
|
|
|
Nonfarm, nonresidential
|
|
|
29,914,244
|
|
|
|
29,082,499
|
|
|
|
831,745
|
|
|
|
-
|
|
|
|
-
|
|
|
Commercial and industrial
|
|
|
13,858,258
|
|
|
|
12,877,497
|
|
|
|
980,761
|
|
|
|
-
|
|
|
|
-
|
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Other loans
|
|
|
768,869
|
|
|
|
760,786
|
|
|
|
8,083
|
|
|
|
-
|
|
|
|
-
|
|
| |
|
$
|
45,141,817
|
|
|
$
|
43,042,598
|
|
|
$
|
2,099,219
|
|
|
$
|
-
|
|
|
$
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total
|
|
|
Pass Credits
|
|
|
|
|
|
Substandard
|
|
|
Doubtful
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
6,353,787
|
|
|
$
|
6,283,729
|
|
|
$
|
70,058
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
1-4 family residential
|
|
|
40,203,978
|
|
|
|
39,586,647
|
|
|
|
617,331
|
|
|
|
-
|
|
|
|
-
|
|
|
Nonfarm, nonresidential
|
|
|
60,316,018
|
|
|
|
58,188,799
|
|
|
|
2,022,868
|
|
|
|
104,351
|
|
|
|
-
|
|
|
Commercial and industrial
|
|
|
66,612,984
|
|
|
|
64,556,331
|
|
|
|
2,056,653
|
|
|
|
-
|
|
|
|
-
|
|
|
Consumer
|
|
|
5,685,407
|
|
|
|
5,684,245
|
|
|
|
1,162
|
|
|
|
-
|
|
|
|
-
|
|
|
Other loans
|
|
|
3,842,901
|
|
|
|
3,842,901
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
| |
|
$
|
183,015,075
|
|
|
$
|
178,142,652
|
|
|
$
|
4,768,072
|
|
|
$
|
104,351
|
|
|
$
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
100.0
|
%
|
|
|
97.3
|
%
|
|
|
2.6
|
%
|
|
|
0.1
|
%
|
|
|
-
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed portion of loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
73,000
|
|
|
$
|
73,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
1-4 family residential
|
|
|
673,854
|
|
|
|
629,939
|
|
|
|
43,915
|
|
|
|
-
|
|
|
|
-
|
|
|
Nonfarm, nonresidential
|
|
|
26,835,404
|
|
|
|
26,063,658
|
|
|
|
771,746
|
|
|
|
-
|
|
|
|
-
|
|
|
Commercial and industrial
|
|
|
19,589,284
|
|
|
|
18,737,759
|
|
|
|
851,525
|
|
|
|
-
|
|
|
|
-
|
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Other loans
|
|
|
544,195
|
|
|
|
544,195
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
| |
|
$
|
47,715,737
|
|
|
$
|
46,048,551
|
|
|
$
|
1,667,186
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Notes to Consolidated Financial Statements
|
Note 5.
|
Allowance for Loan Losses, continued
|
| |
|
For the year ended
December 31, 2014
|
|
|
For the year ended
December 31, 2013
|
|
| |
|
Number of Contracts
|
|
|
Pre-Modification Outstanding Recorded Investment
|
|
|
Post-Modification Outstanding Recorded Investment
|
|
|
Number of Contracts
|
|
|
Pre-Modification Outstanding Recorded Investment
|
|
|
Post-Modification Outstanding Recorded Investment
|
|
|
Troubled Debt Restructurings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
1-4 Family residential
|
|
|
4
|
|
|
|
327,724
|
|
|
|
331,425
|
|
|
|
1
|
|
|
|
55,336
|
|
|
|
55,336
|
|
|
Nonfarm, nonresidential
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
145,219
|
|
|
|
145,219
|
|
|
Commercial and industrial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
22,065
|
|
|
|
22,065
|
|
During the year ended December 31, 2014, the Bank modified four loans that were considered to be troubled debt restructurings. The terms for these loans were extended. The interest rate and payment were lowered on three loans and one loan was renewed while interest was not paid current.
During the year ended December 31, 2013, the Bank modified three loans that were considered to be troubled debt restructurings. The terms for these loans were extended. The interest rate and payment was lowered on one loan and the payment was modified on the other two loans.
During the year ended December 31, 2014 and 2013, no loans that had previously been restructured were in default.
In the determination of the allowance for loan losses, management considers troubled debt restructurings and subsequent defaults in these restructurings by adjusting the loan grades of such loans, which influence the environmental factors associated with the allowance. Defaults resulting in charge-offs affect the historical loss experience ratios which are a component of the allowance calculation. Additionally, specific reserves may be established on restructured loans evaluated individually.
The Company occasionally sells the guaranteed portion of certain government guaranteed loans in the secondary market. The Company continues to service these loans that totaled $11,321,566 and $9,157,496 at December 31, 2014 and 2013, respectively. The Company recognizes a servicing rights asset upon the sale of the guaranteed portion of government guaranteed loans for which the Company retains the underlying servicing obligation. Servicing rights assets are initially measured at fair value and amortized to expense over the estimated life of the servicing obligation. The fair value of servicing rights is determined at the date of sale of the underlying loan using the present value of estimated future net servicing income on assumptions that market participants use in their valuation estimates. The Company presents its servicing rights assets gross at the lower of cost or fair value in the Consolidated Balance Sheets. Servicing rights are included in other assets in the Consolidated Balance Sheets.
Notes to Consolidated Financial Statements
|
Note 6.
|
Loan Servicing, continued
|
The following table presents a roll forward of loan servicing rights for the years 2014 and 2013 and shows that the loan servicing rights are classified as Level 3 as discussed below.
| |
|
Level 3
|
|
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Balance, January 1
|
|
$
|
260,862
|
|
|
$
|
63,017
|
|
|
Capitalized
|
|
|
97,221
|
|
|
|
200,839
|
|
|
Amortization included in other income
|
|
|
(7,851
|
)
|
|
|
(2,994
|
)
|
|
Balance, December 31
|
|
$
|
350,232
|
|
|
$
|
260,862
|
|
| Note 7. |
Property and Equipment |
Components of property and equipment and total accumulated depreciation at December 31, 2014 and 2013 are as follows:
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Land and improvements
|
|
$
|
1,625,879
|
|
|
$
|
1,625,879
|
|
|
Buildings and improvements
|
|
|
3,891,557
|
|
|
|
3,845,457
|
|
|
Furniture and equipment
|
|
|
2,820,417
|
|
|
|
2,703,601
|
|
| |
|
|
8,337,853
|
|
|
|
8,174,937
|
|
|
Less accumulated depreciation
|
|
|
(3,969,264
|
)
|
|
|
(3,734,722
|
)
|
| |
|
$
|
4,368,589
|
|
|
$
|
4,440,215
|
|
Depreciation expense amounted to $271,024, and $257,213 for the years ended December 31, 2014 and 2013, respectively.
The Company’s West Pine Street branch is leased under a five-year operating lease at a monthly rental of $2,215. The lease expires March 31, 2015. The Company has the option to renew the lease for two additional five-year terms. Each five-year term will carry a 12.5% increase in the monthly rental over the previous five-year term. In addition, the Company rents space for a loan production office under a one-year operating lease at a monthly rental of $945. The Company has the option to renew the lease for two additional six-month terms. Rental expense was $37,918 and $37,528 for 2014 and 2013, respectively.
Pursuant to the terms of non-cancelable lease agreements in effect at December 31, 2014, and leases expected to renew, pertaining to banking premises and equipment, future minimum rent commitments under various operating leases are as follows:
|
2015
|
|
$
|
35,685
|
|
|
2016
|
|
|
29,900
|
|
|
2017
|
|
|
29,900
|
|
|
2018
|
|
|
29,900
|
|
|
2019
|
|
|
29,900
|
|
| |
|
$
|
155,285
|
|
Notes to Consolidated Financial Statements
Time deposits that meet or exceed the FDIC Insurance limit of $250,000 at December 31, 2014 and 2013 were $8,578,639 and $7,828,146, respectively. The aggregate amount of time deposits in denominations of $100,000 to $250,000 at December 31, 2014 and 2013, was $25,292,009 and $25,018,406, respectively. At December 31, 2014, the scheduled maturities of total time deposits are as follows:
|
2015
|
|
$
|
50,274,234
|
|
|
2016
|
|
|
17,408,010
|
|
|
2017
|
|
|
4,388,220
|
|
|
2018
|
|
|
4,203,282
|
|
|
2019
|
|
|
3,727,426
|
|
| |
|
$
|
80,001,172
|
|
Short-term debt consists of Federal Home Loan Bank advances that have original maturities of 12 months or less, short-term secured borrowings associated with the sale of government guaranteed loans and federal funds purchased and securities sold under agreements to repurchase, which generally mature within one to four days from the transaction date. Additional information at December 31, 2014 and 2013 and for the periods then ended is summarized below:
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Outstanding balance at December 31
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Year-end weighted average rate
|
|
|
-
|
%
|
|
|
-
|
%
|
|
Daily average outstanding during the year
|
|
$
|
1,583
|
|
|
$
|
950,544
|
|
|
Average rate for the year
|
|
|
1.20
|
%
|
|
|
4.09
|
%
|
|
Maximum outstanding at any month-end during the year
|
|
$
|
78,000
|
|
|
$
|
3,743,820
|
|
Lines of Credit
The Company has established various credit facilities to provide additional liquidity if and as needed. These include unsecured lines of credit with correspondent banks totaling $35,500,000 and a secured line of credit with the Federal Home Loan Bank of Atlanta of approximately $12,068,000. At December 31, 2014, there were no amounts outstanding on the unsecured lines with correspondent banks. Advances due to the Federal Home Loan Bank of Atlanta on the secured line of credit at December 31, 2014 and 2013 amounted to $6,250,000 and $7,750,000, respectively.
|
Note 10.
|
Federal Home Loan Bank Advances
|
The Company’s Federal Home Loan Bank advances include instruments bearing fixed rates ranging from 2.94% to 4.95%. The weighted average rate of all long-term debt at December 31, 2014 and December 31, 2013 was 3.90%. Collateral consists of eligible real estate, 1-4 family first and second lien and revolving residential real estate loans and certain investment securities. The contractual maturities of long-term debt are as follows:
|
2015
|
|
$
|
3,500,000
|
|
|
2016
|
|
|
1,000,000
|
|
|
2017
|
|
|
1,750,000
|
|
|
2018
|
|
|
-
|
|
|
2019
|
|
|
-
|
|
| |
|
$
|
6,250,000
|
|
Notes to Consolidated Financial Statements
The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available for sale, trading securities and derivatives, if present, 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 loans held for sale, loans held for investment, servicing assets and foreclosed properties. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.
Fair Value Hierarchy
Under the Fair Value Measurements and Disclosures Topic of FASB ASC, the Company groups assets and liabilities 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 fair value. These levels are:
|
Level 1 |
Valuation is based upon quoted prices for identical instruments traded in active markets. |
|
Level 2 |
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. |
|
Level 3 |
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques. |
Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.
Investment Securities Available for Sale
Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.
Loans
The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures the impairment in accordance with the Receivables Topic of the FASB ASC. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At December 31, 2014 and 2013, substantially all of the total impaired loans were evaluated based on the fair value of the collateral and discounted cash flows. In accordance with the Fair Value and Measurement Topic of the FASB ASC, impaired loans, where an allowance is established based on the fair value of collateral; require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price the Company records the impaired loan as nonrecurring Level 2. When an appraised value is available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3.
Notes to Consolidated Financial Statements
| Note 11. |
Fair Value, continued |
Servicing Assets
A valuation of loan servicing rights is performed on an individual basis due to the small number of loans serviced. Loans are evaluated on a discounted earnings basis to determine the present value of future earnings. The present value of the future earnings is the estimated market value for the loan, calculated using consensus assumptions that a third party purchaser would utilize in evaluating a potential acquisition of the servicing. As such, the Company classifies loan servicing rights as Level 3.
Foreclosed Assets
Foreclosed assets are recorded at the lower of investment in the loan or fair value upon transfer of the loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral.
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The table below presents the recorded amount of assets measured at fair value on a recurring basis. No liabilities were presented at fair value on a recurring basis at December 31, 2014 and 2013.
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Government-sponsored enterprises
|
|
$
|
3,497
|
|
|
$
|
-
|
|
|
$
|
3,497
|
|
|
$
|
-
|
|
|
Mortgage-backed securities
|
|
|
26
|
|
|
|
-
|
|
|
|
26
|
|
|
|
-
|
|
|
Corporate bonds
|
|
|
255
|
|
|
|
-
|
|
|
|
-
|
|
|
|
255
|
|
|
Equities and mutual funds
|
|
|
586
|
|
|
|
586
|
|
|
|
-
|
|
|
|
-
|
|
|
Total assets at fair value
|
|
$
|
4,364
|
|
|
$
|
586
|
|
|
$
|
3,523
|
|
|
$
|
255
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Government-sponsored enterprises
|
|
$
|
3,499
|
|
|
$
|
-
|
|
|
$
|
3,499
|
|
|
$
|
-
|
|
|
Mortgage-backed securities
|
|
|
33
|
|
|
|
-
|
|
|
|
33
|
|
|
|
-
|
|
|
Corporate bonds
|
|
|
451
|
|
|
|
-
|
|
|
|
-
|
|
|
|
451
|
|
|
Equities and mutual funds
|
|
|
567
|
|
|
|
567
|
|
|
|
-
|
|
|
|
-
|
|
|
Total assets at fair value
|
|
$
|
4,550
|
|
|
$
|
567
|
|
|
$
|
3,532
|
|
|
$
|
451
|
|
The changes in Level 3 assets measured at fair value on a recurring basis were:
| |
|
2014
|
|
|
2013
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
Corporate Bonds-Available for Sale
|
|
|
|
|
|
|
|
Balance, January 1
|
|
$
|
451
|
|
|
$
|
443
|
|
|
Total realized gain (losses) included in income
|
|
|
-
|
|
|
|
-
|
|
|
Total unrealized gain (losses) included in other comprehensive income
|
|
|
54
|
|
|
|
8
|
|
|
Net purchases, sales, calls and maturities
|
|
|
(250
|
)
|
|
|
-
|
|
|
Net transfers in/out of Level 3
|
|
|
-
|
|
|
|
-
|
|
|
Balance, December 31
|
|
$
|
255
|
|
|
$
|
451
|
|
Of the Level 3 assets that were held by the Company at December 31, 2014, the unrealized gain for the year was $10,000. That gain is recognized in other comprehensive income in the consolidated statements of financial condition. The Company had a Level 3 available for sale corporate bond called during 2014. The gain included in comprehensive income due to the call was $44,000. Both observable and unobservable inputs may be used to determine the fair value of positions classified as Level 3 assets. As a result, the unrealized gains and losses for these assets presented in the tables above may include changes in fair value that were attributable to both observable and unobservable inputs.
Notes to Consolidated Financial Statements
|
Note 11.
|
Fair Value, continued
|
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
The Company may be required, from time to time, to measure certain assets or liabilities at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These include assets and liabilities that are required to be measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets and liabilities recorded at fair value on a nonrecurring basis are included in the table below. No liabilities were presented at fair value on a nonrecurring basis at December 31, 2014 and 2013.
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
$
|
392
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
392
|
|
|
Nonfarm, nonresidential
|
|
|
736
|
|
|
|
-
|
|
|
|
-
|
|
|
|
736
|
|
|
1- 4 family residential
|
|
|
302
|
|
|
|
-
|
|
|
|
-
|
|
|
|
302
|
|
|
Foreclosed assets
|
|
|
281
|
|
|
|
-
|
|
|
|
-
|
|
|
|
281
|
|
|
Servicing assets
|
|
|
350
|
|
|
|
-
|
|
|
|
-
|
|
|
|
350
|
|
|
Total assets at fair value
|
|
$
|
2,061
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
2,061
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
$
|
934
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
934
|
|
|
Nonfarm, nonresidential
|
|
|
685
|
|
|
|
-
|
|
|
|
-
|
|
|
|
685
|
|
|
1- 4 family residential
|
|
|
63
|
|
|
|
-
|
|
|
|
-
|
|
|
|
63
|
|
|
Foreclosed assets
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Servicing assets
|
|
|
261
|
|
|
|
-
|
|
|
|
-
|
|
|
|
261
|
|
|
Total assets at fair value
|
|
$
|
1,943
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,943
|
|
For level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of December 31, 2014 and 2013, the significant unobservable inputs used in the fair value measurements were as follows:
| |
|
Fair Value at
December 31, 2014
|
|
Valuation Technique
|
|
Significant
Unobservable Inputs
|
|
Significant Unobservable
Input Value
|
|
|
Corporate bonds
|
|
$
|
255
|
|
Third party estimate
|
|
Sales of comparable instruments
|
|
|
n/a
|
|
|
Servicing assets
|
|
$
|
350
|
|
Management estimate
|
|
Present value of future payments/useful life
|
|
|
n/a
|
|
|
Impaired loans
|
|
$
|
1,430
|
|
Management estimate
|
|
Appraisals and/or sales of comparable properties
|
|
|
n/a
|
|
|
Foreclosed assets
|
|
$
|
281
|
|
Management estimate
|
|
Appraisals and/or sales of comparable properties
|
|
|
n/a
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fair Value at December 31, 2013
|
|
Valuation Technique
|
|
Significant
Unobservable Inputs
|
|
Significant Unobservable
Input Value
|
|
|
Corporate bonds
|
|
$
|
451
|
|
Third party estimate
|
|
Sales of comparable instruments
|
|
|
n/a
|
|
|
Servicing assets
|
|
$
|
261
|
|
Management estimate
|
|
Present value of future payments/useful life
|
|
|
n/a
|
|
|
Impaired loans
|
|
$
|
1,682
|
|
Management estimate
|
|
Appraisals and/or sales of comparable properties
|
|
|
n/a
|
|
Notes to Consolidated Financial Statements
| Note 11. |
Fair Value, continued |
Accounting standards for financial instruments require disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. These accounting standards exclude certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
The methodologies for estimating fair value of financial assets and liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above. The estimated fair value approximates carrying value for cash and cash equivalents, accrued interest and the cash surrender value of life insurance policies. The methodologies for other financial assets and liabilities are discussed below:
Financial Instruments
The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:
Cash and due from banks: The carrying amounts reported in the balance sheet for cash and due from banks approximate their fair values.
Interest-bearing deposits with banks: Fair values for interest-bearing demand deposits and time deposits are estimated using a discounted cash flow analysis that applies interest rates currently being offered on certificates to a schedule of aggregated contractual maturities on such time deposits.
Federal funds sold: Due to the short-term nature of these assets, the carrying value approximates fair value.
Securities: Fair values for securities, excluding restricted equity securities, are based on quoted market prices, where available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. The carrying values of restricted equity securities approximate fair values.
Loans receivable: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying amounts. The fair values for other loans are estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. The carrying amount of accrued interest receivable approximates its fair value.
Bank owned life insurance: The carrying amount reported in the balance sheet approximates the fair value as it represents the cash surrender value of the life insurance.
Deposit liabilities: The fair values disclosed for demand and savings deposits are, by definition, equal to the amount payable on demand at the reporting date. The fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated contractual maturities on such time deposits. The carrying amount of accrued interest payable approximates fair value.
Federal funds purchased, securities sold under agreements to repurchase and short-term debt: The carrying amounts of federal funds purchased, securities sold under agreements to repurchase and short-term debt approximate their fair values.
Long-term debt: The fair value of long-term debt is estimated using a discounted cash flow calculation that applies interest rates currently available on similar instruments.
Other liabilities: For fixed-rate loan commitments, fair value considers the difference between current levels of interest rates and the committed rates. The carrying amounts of other liabilities approximate fair value.
Notes to Consolidated Financial Statements
| Note 11. |
Fair Value, continued |
Fair Values
The estimated fair values of the Company’s financial instruments are as follows (dollars in thousands):
| |
|
|
|
|
|
|
|
Fair Value Measurements
|
|
| (dollars in thousands) |
|
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instruments - Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
189,549
|
|
|
$
|
195,254
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
195,254
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instruments – Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
206,667
|
|
|
|
202,750
|
|
|
|
-
|
|
|
|
61,925
|
|
|
|
140,825
|
|
|
Federal Home Loan Bank advances
|
|
|
6,250
|
|
|
|
6,486
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,486
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instruments - Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
179,909
|
|
|
$
|
179,531
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
179,531
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instruments – Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
195,801
|
|
|
|
171,649
|
|
|
|
-
|
|
|
|
171,649
|
|
|
|
-
|
|
|
Federal Home Loan Bank advances
|
|
|
7,750
|
|
|
|
8,100
|
|
|
|
-
|
|
|
|
8,100
|
|
|
|
-
|
|
Notes to Consolidated Financial Statements
| Note 12. |
Earnings Per Common Share |
The following table details the computation of basic and diluted earnings per share for the years ended December 31, 2014 and 2013:
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Net income
|
|
$
|
3,443,569
|
|
|
$
|
2,889,351
|
|
|
Convertible preferred stock dividends (Series A and D)
|
|
|
(183,423
|
)
|
|
|
(183,423
|
)
|
|
Net income available to common shareholders
|
|
$
|
3,260,146
|
|
|
$
|
2,705,928
|
|
|
Weighted average common shares outstanding
|
|
|
3,544,057
|
|
|
|
3,542,984
|
|
| |
|
|
|
|
|
|
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
1,916
|
|
|
|
-
|
|
|
Convertible preferred stock (Series A and D)
|
|
|
633,935
|
|
|
|
633,935
|
|
|
Weighted average common shares outstanding, diluted
|
|
|
4,179,908
|
|
|
|
4,176,919
|
|
| |
|
|
|
|
|
|
|
|
|
Basic earnings per common share
|
|
$
|
0.92
|
|
|
$
|
0.76
|
|
|
Diluted earnings per common share
|
|
$
|
0.82
|
|
|
$
|
0.69
|
|
The Company has 22,187 shares of common stock available for exercise in its qualified incentive stock option plan. These shares were “in the money” at December 31, 2014. The 41,190 shares available at December 31, 2013, were not “in the money” therefore had no effect on fully diluted earnings per share.
| Note 13. |
Employee Benefit Plans |
The Company has a defined contribution plan (the Plan) qualifying under IRS Code Section 401(k). Eligible participants in the Plan can contribute up to the maximum percentage allowable not to exceed the dollar limit under IRC Section 401(k). The Company matches 100% of the first six percent of an employee’s contribution. For the years ended December 31, 2014 and 2013, the Company contributed $154,958 and $150,093 to the Plan, respectively.
The Company has a Supplemental Retirement Benefit Plan (SERP) to provide future compensation to certain members of management upon retirement. Under plan provisions, payments projected to range from $50,827 to $89,914, per year, are payable for the life of the executive, generally beginning at age 65. The liability accrued for the compensation under the plan was $908,484 and $783,041 at December 31, 2014 and 2013, respectively. Employee benefits expense, an actuarially determined amount, was $145,279 and $133,229 for the years ended December 31, 2014 and 2013, respectively. Benefits paid during the years ended December 31, 2014 and 2013, amounted to $19,836 each year. The assumed discount rate for the plan was 5.25% and 5.5% at December 31, 2014 and 2013, respectively.
The Company also has a deferred compensation plan under which directors may elect to defer their directors’ fees. Participating directors receive an additional 30% matching contribution and will be paid an annual benefit for a specified number of years after retirement, generally beginning at age 65. The maximum payout period is ten years. The liability accrued for deferred directors’ fees was $968,398 and $851,751 at December 31, 2014 and 2013, respectively. Deferred directors’ fees expensed under the plan for the years ended December 31, 2014 and 2013 were $131,310 and $141,166, respectively. Benefits of $14,663 and $14,814 were paid out during the years ended December 31, 2014 and 2013, respectively.
The Company has purchased and is the primary beneficiary of life insurance policies indirectly related to the Supplemental Retirement Benefit Plan and the directors’ deferred compensation liability. The cash value of the life insurance policies totaled $5,623,087 and $5,462,336 at December 31, 2014 and 2013, respectively. In December of 2014, life insurance proceeds of $419,150 were accrued upon the death of a former officer of the Company. The proceeds were received in February of 2015.
Notes to Consolidated Financial Statements
|
Note 14.
|
Stock Based Compensation
|
The Company has two share-based compensation plans, which are described below. No compensation cost has been charged against income during the years ended December 31, 2014 and 2013, as the vesting period ended in 2012.
The Company’s qualified incentive stock option plan which expired on June 1, 2007 reserved shares for purchase by eligible employees. Options granted under this plan vest at the rate of 20% per year, expire not more than ten years from the date of grant, and are exercisable at not less than the fair market value of the stock at the date of the grant.
The Company’s non-qualified stock option plan, which expired on June 1, 2007, reserved shares for purchase by non-employee directors. Options granted under this plan were exercisable after six months from the date of the grant at not less than the fair market value of the stock at the date of the grant. The life of such options shall not extend more than ten years from the date of the grant.
The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The risk-free interest rate is based on the U.S. Treasury rate for the expected life at the time of grant. Volatility is based on the volatilities of our trading history. The expected life is based on the average life of the options of ten years and the weighted average graded vesting period of five years, and forfeitures are considered immaterial based on the historical data of the Company.
A summary of option activity under the stock option plans during the years ended December 31, 2014 and 2013 is presented below:
| |
|
Options
Outstanding
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Balance at December 31, 2012
|
|
|
41,190
|
|
|
$
|
12.06
|
|
| |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
Authorized
|
|
|
-
|
|
|
|
-
|
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
Balance at December 31, 2013
|
|
|
41,190
|
|
|
|
12.06
|
|
| |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(19,003
|
)
|
|
|
12.06
|
|
|
Authorized
|
|
|
-
|
|
|
|
-
|
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
Balance at December 31, 2014
|
|
|
22,187
|
|
|
$
|
12.06
|
|
Notes to Consolidated Financial Statements
|
Note 14.
|
Stock Based Compensation, continued
|
The following table sets forth the exercise prices, the number of options outstanding and the number of options exercisable at December 31, 2014:
|
Exercise Price
|
|
Number of
Options
Outstanding
|
|
|
Weighted
Average
Exercise Price
|
|
|
Weighted Average
Contractual Life
Remaining
(Years)
|
|
|
Number of
Options
Exercisable
|
|
|
Weighted
Average
Exercise Price
|
|
| $ |
12.06
|
|
|
22,187
|
|
|
$
|
12.06
|
|
|
|
2.4
|
|
|
|
22,187
|
|
|
$
|
12.06
|
|
|
Total/Average
|
|
|
22,187
|
|
|
|
12.06
|
|
|
|
2.4
|
|
|
|
22,187
|
|
|
|
12.06
|
|
As of December 31, 2014, there was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s stock option plans. The intrinsic value of option exercisable at December 31, 2014, was $48,368.
Current and Deferred Income Tax Components
The components of income tax expense are as follows:
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Current
|
|
$
|
1,937,372
|
|
|
$
|
1,785,165
|
|
|
Deferred
|
|
|
(186,258
|
)
|
|
|
(25,498
|
)
|
| |
|
$
|
1,751,114
|
|
|
$
|
1,759,667
|
|
Rate Reconciliation
A reconciliation of expected income tax expense computed at the statutory federal income tax rate of 34% to income tax expense included in the statements of income is as follows:
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Expected tax expense
|
|
$
|
1,766,192
|
|
|
$
|
1,580,666
|
|
|
State income tax, net of federal tax benefit
|
|
|
184,559
|
|
|
|
207,817
|
|
|
Tax exempt income
|
|
|
(227,117
|
)
|
|
|
(75,568
|
)
|
|
Nondeductible and other items
|
|
|
27,480
|
|
|
|
46,752
|
|
| |
|
$
|
1,751,114
|
|
|
$
|
1,759,667
|
|
Notes to Consolidated Financial Statements
|
Note 15.
|
Income Taxes, continued
|
Deferred Income Tax Analysis
Net deferred tax assets are included in other assets in the consolidated balance sheets. The significant components of net deferred tax assets at December 31, 2014 and 2013 are summarized as follows:
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
Allowance for loan losses
|
|
$
|
939,429
|
|
|
$
|
878,918
|
|
|
Deferred compensation liability
|
|
|
700,077
|
|
|
|
609,777
|
|
|
Net unrealized loss on securities available for sale
|
|
|
6,480
|
|
|
|
26,301
|
|
|
Interest income on non-accrual loans
|
|
|
211,177
|
|
|
|
162,335
|
|
|
Lower of cost or market adjustment on loans transferred from available for sale to portfolio
|
|
|
13,880
|
|
|
|
15,322
|
|
| |
|
|
1,871,043
|
|
|
|
1,692,653
|
|
| |
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
305,846
|
|
|
|
305,985
|
|
|
Net deferred loan cost
|
|
|
112,466
|
|
|
|
100,374
|
|
|
Other
|
|
|
19,091
|
|
|
|
19,091
|
|
| |
|
|
437,403
|
|
|
|
425,450
|
|
|
Net deferred tax asset
|
|
$
|
1,433,640
|
|
|
$
|
1,267,203
|
|
The Company files tax returns in the United States Federal jurisdiction and the states of North Carolina and Virginia.
The Company classifies interest and penalties related to income tax assessments, if any, in interest expense or non-interest expense, respectively in the consolidated statements of income. Tax years 2011 through 2013 are subject to examination by the Internal Revenue Service, North Carolina Department of Revenue, and the Virginia Department of Taxation. The Company has analyzed the tax positions taken or expected to be taken in its tax returns and has concluded it has no liability related to uncertain tax positions.
|
Note 16.
|
Commitments and Contingencies
|
Litigation
In the normal course of business the Company is involved in various legal proceedings. After consultation with legal counsel, management believes that any liability resulting from such proceedings will not be material to the financial statements.
Financial Instruments with Off-Balance-Sheet Risk
The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, credit risk in excess of the amount recognized in the balance sheets.
Notes to Consolidated Financial Statements
|
Note 16.
|
Commitments and Contingencies, continued
|
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as for on-balance-sheet instruments. A summary of the Company’s commitments at December 31, 2014 and 2013 is as follows:
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Commitments to extend credit, including unused lines of credit
|
|
$
|
36,699,062
|
|
|
$
|
34,138,058
|
|
|
Standby letters of credit
|
|
|
2,414,247
|
|
|
|
1,601,847
|
|
| |
|
$
|
39,113,309
|
|
|
$
|
35,739,905
|
|
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate and income-producing commercial properties.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required in instances which the Company deems necessary. The commitments carry both fixed and variable rates of interest.
Concentrations of Credit Risk
Substantially all of the Company’s loans, commitments to extend credit, and standby letters of credit have been granted to customers in the Company’s market area and such customers are generally depositors of the Company. The concentrations of credit by type of loan are set forth in Note 4. The distribution of commitments to extend credit approximates the distribution of loans outstanding. The Company, as a matter of policy, does not extend credit to any single borrower or group of related borrowers in excess of approximately $5,600,000 unless guaranteed by SBA or USDA Rural Development Corporation. Although the Company has a reasonably diversified loan portfolio, the following industries are considered concentrations: real estate, motion picture and sound recording, truck transportation, fabricated metal product manufacturing, heavy and civil engineering construction and building construction.
Other Commitments
The Company has entered into employment agreements with certain of its key officers covering duties, salary, benefits, provisions for termination and Company obligations in the event of merger or acquisition. The Bank also has lease commitments summarized in Note 7 to these financial statements.
|
Note 17.
|
Regulatory Restrictions
|
Dividends
The Company’s principal source of funds for dividend payments is dividends received from the Bank. The Bank, as a North Carolina banking corporation, may pay cash dividends only out of undivided profits as determined pursuant to North Carolina banking laws. However, regulatory authorities may limit payment of dividends by a bank when it is determined that such a limitation is in the public interest and is necessary to ensure financial soundness of the bank.
Notes to Consolidated Financial Statements
|
Note 17.
|
Regulatory Restrictions, continued
|
Intercompany Transactions
The Bank’s legal lending limit on loans to the Company is governed by Federal Reserve Act 23A, and differs from legal lending limits on loans to external customers. Generally, a bank may lend up to 10% of its capital and surplus to its Parent, if the loan is secured. Under this definition, the legal lending limit for the Bank on loans to the Company was approximately $3,597,000 at December 31, 2014. No 23A transactions were deemed to exist between the Company and the Bank at December 31, 2014 or 2013.
Capital Requirements
The Company and the Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory (and possibly additional discretionary) actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital to risk-weighted assets, and of Tier I capital to average assets, as all those terms are defined in the regulations. Management believes, as of December 31, 2014, that the Bank meets all capital adequacy requirements to which it is subject.
As of December 31, 2014, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the following table. There are no conditions or events after that notification that management believes to have changed the institution’s category.
On July 7, 2014 the Federal Reserve Board approved Basel III Final Rule to begin implementation January 1, 2015. The desired overall objective of Basel III is to improve the banking sector’s ability to absorb shocks arising from financial and economic stress. The Final Rule changes minimum capital ratios and raises the Tier 1 Risk Weighted Assets to 6% from 4%. In addition, the new rules require a bank to maintain a capital conservation buffer of between 2 and 2 ½ % beginning in 2016. The new rules will be phased in beginning in 2015 with complete compliance required by 2019. Generally, the Basel III Final Rule will require banks to maintain higher levels of common equity and regulatory capital.
Notes to Consolidated Financial Statements
|
Note 17.
|
Regulatory Restrictions, continued
|
The Company’s and Bank’s actual capital amounts and minimum required amounts (dollars in thousands) and ratios are also presented in the following table.
| |
|
Actual
|
|
|
Minimum
Required
For Capital
Adequacy Purposes
|
|
|
Minimum To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
|
|
| |
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital (to Risk-Weighted Assets) Consolidated
|
|
$
|
37,412
|
|
|
|
21.55
|
%
|
|
$
|
13,888
|
|
|
|
8.00
|
%
|
|
$
|
n/
|
a
|
|
|
n/
|
a
|
|
Surrey Bank & Trust
|
|
$
|
36,623
|
|
|
|
21.11
|
%
|
|
$
|
13,878
|
|
|
|
8.00
|
%
|
|
$
|
17,348
|
|
|
|
10.00
|
%
|
|
Tier I Capital (to Risk-Weighted Assets) Consolidated
|
|
$
|
35,225
|
|
|
|
20.29
|
%
|
|
$
|
6,944
|
|
|
|
4.00
|
%
|
|
$
|
n/
|
a
|
|
|
n/
|
a
|
|
Surrey Bank & Trust
|
|
$
|
34,438
|
|
|
|
19.85
|
%
|
|
$
|
6,939
|
|
|
|
4.00
|
%
|
|
$
|
10,409
|
|
|
|
6.00
|
%
|
|
Tier I Capital (to Average Assets) Consolidated
|
|
$
|
35,225
|
|
|
|
13.93
|
%
|
|
$
|
10,117
|
|
|
|
4.00
|
%
|
|
$
|
n/
|
a
|
|
|
n/
|
a
|
|
Surrey Bank & Trust
|
|
$
|
34,438
|
|
|
|
13.65
|
%
|
|
$
|
10,094
|
|
|
|
4.00
|
%
|
|
$
|
12,618
|
|
|
|
5.00
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital (to Risk-Weighted Assets) Consolidated
|
|
$
|
34,880
|
|
|
|
21.90
|
%
|
|
$
|
12,740
|
|
|
|
8.00
|
%
|
|
$
|
n/
|
a
|
|
|
n/
|
a
|
|
Surrey Bank & Trust
|
|
$
|
34,154
|
|
|
|
21.46
|
%
|
|
$
|
12,730
|
|
|
|
8.00
|
%
|
|
$
|
15,913
|
|
|
|
10.00
|
%
|
|
Tier I Capital (to Risk-Weighted Assets) Consolidated
|
|
$
|
32,872
|
|
|
|
20.64
|
%
|
|
$
|
6,370
|
|
|
|
4.00
|
%
|
|
$
|
n/
|
a
|
|
|
n/
|
a
|
|
Surrey Bank & Trust
|
|
$
|
32,148
|
|
|
|
20.20
|
%
|
|
$
|
6,365
|
|
|
|
4.00
|
%
|
|
$
|
9,548
|
|
|
|
6.00
|
%
|
|
Tier I Capital (to Average Assets) Consolidated
|
|
$
|
32,872
|
|
|
|
13.58
|
%
|
|
$
|
9,685
|
|
|
|
4.00
|
%
|
|
$
|
n/
|
a
|
|
|
n/
|
a
|
|
Surrey Bank & Trust
|
|
$
|
32,148
|
|
|
|
13.31
|
%
|
|
$
|
9,663
|
|
|
|
4.00
|
%
|
|
$
|
12,079
|
|
|
|
5.00
|
%
|
|
Note 18.
|
Transactions with Related Parties
|
The Company has entered into transactions with its directors, significant shareholders and their affiliates (related parties). Such transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features.
Aggregate loan transactions with related parties were as follows:
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Balance, beginning
|
|
$
|
2,954,100
|
|
|
$
|
4,060,425
|
|
| |
|
|
|
|
|
|
|
|
|
New loans
|
|
|
698,101
|
|
|
|
684,223
|
|
|
Repayments
|
|
|
(868,652
|
)
|
|
|
(1,790,548
|
)
|
|
Balance, ending
|
|
$
|
2,783,549
|
|
|
$
|
2,954,100
|
|
Deposit transactions with related parties at December 31, 2014 and 2013 were insignificant.
Notes to Consolidated Financial Statements
|
Note 19.
|
Parent Company Activity
|
Surrey Bancorp owns all of the outstanding shares of the Bank. Condensed financial statements of Surrey Bancorp follow:
Condensed Balance Sheets
December 31, 2014 and 2013
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
1,033,992
|
|
|
$
|
89,528
|
|
|
Dividends receivable from subsidiary
|
|
|
-
|
|
|
|
867,000
|
|
|
Investment securities available for sale
|
|
|
585,968
|
|
|
|
566,816
|
|
|
Other assets
|
|
|
16,427
|
|
|
|
11,972
|
|
|
Investment in subsidiaries
|
|
|
35,972,759
|
|
|
|
33,483,275
|
|
| |
|
$
|
37,609,146
|
|
|
$
|
35,018,591
|
|
| |
|
|
|
|
|
|
|
|
|
Liabilities and Capital
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Dividends payable
|
|
$
|
827,159
|
|
|
$
|
790,259
|
|
|
Other liabilities
|
|
|
11,333
|
|
|
|
10,706
|
|
| |
|
|
838,492
|
|
|
|
800,965
|
|
| |
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
3,868,807
|
|
|
|
3,868,807
|
|
|
Common stock
|
|
|
12,101,480
|
|
|
|
12,061,153
|
|
|
Retained earnings
|
|
|
20,808,309
|
|
|
|
18,329,089
|
|
|
Accumulated other comprehensive loss
|
|
|
(7,942
|
)
|
|
|
(41,423
|
)
|
| |
|
|
36,770,654
|
|
|
|
34,217,626
|
|
| |
|
$
|
37,609,146
|
|
|
$
|
35,018,591
|
|
Condensed Statements of Income
For the years ended December 31, 2014 and 2013
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Income
|
|
|
|
|
|
|
|
Equity in undistributed income of subsidiary
|
|
$
|
2,457,219
|
|
|
$
|
1,790,589
|
|
|
Dividends from subsidiary
|
|
|
1,020,000
|
|
|
|
1,122,000
|
|
|
Gain (loss) on the sale of investment securities
|
|
|
(1,670
|
)
|
|
|
9,206
|
|
|
Interest income
|
|
|
9
|
|
|
|
8
|
|
|
Dividend income
|
|
|
24,419
|
|
|
|
22,190
|
|
|
Total income
|
|
|
3,499,977
|
|
|
|
2,943,993
|
|
| |
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
72,835
|
|
|
|
66,614
|
|
|
Income before income taxes
|
|
|
3,427,142
|
|
|
|
2,877,379
|
|
|
Income tax benefit
|
|
|
(16,427
|
)
|
|
|
(11,972
|
)
|
|
Net income
|
|
|
3,443,569
|
|
|
|
2,889,351
|
|
| |
|
|
|
|
|
|
|
|
|
Preferred stock dividends
|
|
|
(183,423
|
)
|
|
|
(183,423
|
)
|
|
Net income available to common stockholders
|
|
$
|
3,260,146
|
|
|
$
|
2,705,928
|
|
Notes to Consolidated Financial Statements
|
Note 19.
|
Parent Company Activity, continued
|
Condensed Statements of Cash Flows
For the years ended December 31, 2014 and 2013
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
Net income
|
|
$
|
3,443,569
|
|
|
$
|
2,889,351
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
Equity in undistributed earnings of subsidiary
|
|
|
(2,457,219
|
)
|
|
|
(1,790,589
|
)
|
|
(Gain) loss on the sale of investment securities
|
|
|
1,670
|
|
|
|
(9,206
|
)
|
|
(Increase) decrease in dividends receivable from subsidiary
|
|
|
867,000
|
|
|
|
(867,000
|
)
|
|
Net (increase) decrease in other assets
|
|
|
(4,455
|
)
|
|
|
8,868
|
|
|
Net decrease in other liabilities
|
|
|
-
|
|
|
|
(942
|
)
|
|
Net cash provided by operating activities
|
|
|
1,850,565
|
|
|
|
230,482
|
|
| |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
Purchase of investment securities
|
|
|
(150,382
|
)
|
|
|
(81,221
|
)
|
|
Proceeds from the sale of investment securities
|
|
|
131,403
|
|
|
|
63,938
|
|
|
Net cash used by investing activities
|
|
|
(18,979
|
)
|
|
|
(17,283
|
)
|
| |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
Common stock options exercised
|
|
|
40,327
|
|
|
|
-
|
|
|
Dividends paid
|
|
|
(927,449
|
)
|
|
|
(183,296
|
)
|
|
Net used by financing activities
|
|
|
(887,122
|
)
|
|
|
(183,296
|
)
|
|
Net increase (decrease) in cash and due from banks
|
|
|
944,464
|
|
|
|
29,903
|
|
| |
|
|
|
|
|
|
|
|
|
Cash and due from banks, beginning
|
|
|
89,528
|
|
|
|
59,625
|
|
|
Cash and due from banks, ending
|
|
$
|
1,033,992
|
|
|
$
|
89,528
|
|
|
Note 20.
|
Subsequent Events
|
The Company has evaluated events and transactions through the date these financial statements were filed for potential recognition and disclosure.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Surrey Bancorp
Mount Airy, North Carolina
We have audited the accompanying consolidated balance sheets of Surrey Bancorp and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Surrey Bancorp and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
/s/ Elliott Davis Decosimo, PLLC
Charlotte, North Carolina
March 27, 2015
Management’s Discussion and Analysis
General
Surrey Bancorp was formed on May 1, 2003, and was created for the purpose of acquiring all the outstanding shares of common stock of Surrey Bank & Trust.
Surrey Bank & Trust was incorporated on July 15, 1996, as a North Carolina banking corporation and opened for business on July 22, 1996. The Bank operates for the primary purpose of serving the banking needs of individuals and small to medium sized businesses in Surry County, North Carolina and Patrick County, Virginia and the surrounding area, while developing personal, hometown associations with these customers. The Bank offers a wide range of banking services including checking and savings accounts; commercial, consumer and mortgage loans; safe deposit boxes; and other associated services. Through its subsidiaries, Surrey Investment Services, Inc. and Freedom Finance, LLC, the Bank offers insurance and investment products and sales finance services, respectively. The Bank’s primary sources of revenue are interest income from its commercial and real estate lending activities and, to a lesser extent, from its investment portfolio. The Bank also earns fees from lending and deposit activities. The major expenses of the Bank are interest on deposit accounts and general and administrative expenses, such as salaries, occupancy and related expenses.
Primary Market Area
The Bank’s market area consists of an area extending from Surry County, with branches in Mount Airy and Pilot Mountain and a loan production office in Elkin, North Carolina, north into the southern portions of Carroll and Patrick Counties, Virginia. Mount Airy is the industrial and trading center of Surry County with a population of approximately 8,500 people living in the city limits and 30,000 in the metropolitan area. The total population of Surry County is approximately 73,000 people. Mount Airy is served by Interstate Highways 77 and 74 and U.S. Highways 52 and 601. Surry County has a civilian labor force of over 31,000. Major industries include manufacturing, construction, fabricated metals, and lumber and wood. The Bank has a branch office in Stuart, Virginia, which is located in Patrick County, Virginia. The primary industries found in Patrick County are lumber and wood, textiles and agricultural.
Management’s Discussion and Analysis of Operations
Management’s Discussion and Analysis is provided to assist in the understanding and evaluation of the Company’s financial condition and its results of operations. The following discussion should be read in conjunction with the Company’s financial statements and related notes.
Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import. Such forward-looking statements involve known and unknown risks including, but not limited to, changes in general economic and business conditions, interest rate fluctuations, competition within and from outside the banking industry, new products and services in the banking industry, risk inherent in making loans such as repayment risks and fluctuating collateral values, problems with technology utilized by the Company, changing trends in customer profiles and changes in laws and regulations applicable to the Company. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
Critical Accounting Policies
Surrey Bancorp’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The notes to the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2014 contain a summary of its significant accounting policies. Management believes the Company’s policies with respect to the methodology for the determination of the allowance for loan losses, and asset impairment judgments, involve a higher degree of complexity and require management to make difficult and subjective judgments that often require assumptions or estimates about highly uncertain matters. Accordingly, management considers the policies related to those areas as critical.
Management’s Discussion and Analysis
Critical Accounting Policies, continued
The allowance for loan 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) Accounting for Contingencies, which requires that losses be accrued when they are probable of occurring and determinable, and (ii) Accounting by Creditors for Impairment of a Loan, which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market, and the Bank’s investment in the loan.
The allowance for loan losses has three basic components: (i) the formula allowance, (ii) the specific allowance, and (iii) the qualitative allowance. Each of these components is determined based upon estimates that can and do change when the actual events occur. The formula allowance uses a historical loss view as an indicator of future losses and, as a result, could differ from the loss incurred in the future. However, since this history is updated with the most recent loss information, the errors that might otherwise occur are mitigated. The specific allowance uses various techniques to arrive at an estimate of loss. Historical loss information, expected cash flows and fair market value of collateral are used to estimate these losses. The use of these values is inherently subjective and our actual losses could be greater or less than the estimates. The qualitative allowance captures losses that are attributable to various economic environmental factors or changes in industry or geographic sectors whose impact on the portfolio have occurred but have yet to be recognized in either the formula or specific allowance.
Management’s Discussion and Analysis
Net Interest Income and Average Balances
Net interest income is the Company’s principal source of earnings. Net interest income is the amount of income generated by earning assets (primarily loans and investment securities) less the interest expense incurred on interest-bearing liabilities (primarily deposits and FHLB Advances used to fund earning assets). Changes in the volume and mix of earning assets and interest-bearing liabilities, as well as their respective yields and rates, have a significant impact on the level of net interest income. Changes in the interest rate environment and the Company’s cost of funds also affect net interest income. Table 1 summarizes the major components of net interest income for the years ended December 31, 2014, 2013 and 2012.
Table 1. Net Interest Income and Average Balances (dollars in thousands)
| |
|
Periods Ended December 31,
|
|
| |
|
2014
|
|
|
2013
|
|
|
2012
|
|
| |
|
Average
Balance
|
|
|
Income
Interest /
Expense
|
|
|
Yield/
Cost
|
|
|
Average
Balance
|
|
|
Interest
Income/
Expense
|
|
|
Yield/
Cost
|
|
|
Average
Balance
|
|
|
Interest
Income/
Expense
|
|
|
Yield/
Cost
|
|
|
Interest-earning assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits in other banks
|
|
$
|
38,408
|
|
|
$
|
93
|
|
|
|
0.24
|
%
|
|
$
|
32,398
|
|
|
$
|
82
|
|
|
|
0.25
|
%
|
|
$
|
24,253
|
|
|
$
|
49
|
|
|
|
0.20
|
%
|
|
Taxable investment securities
|
|
|
5,075
|
|
|
|
85
|
|
|
|
1.67
|
%
|
|
|
5,103
|
|
|
|
78
|
|
|
|
1.53
|
%
|
|
|
3,775
|
|
|
|
61
|
|
|
|
1.63
|
%
|
|
Federal funds sold
|
|
|
1,241
|
|
|
|
3
|
|
|
|
0.22
|
%
|
|
|
1,049
|
|
|
|
2
|
|
|
|
0.22
|
%
|
|
|
713
|
|
|
|
2
|
|
|
|
0.22
|
%
|
|
Loans 1 2
|
|
|
186,428
|
|
|
|
10,635
|
|
|
|
5.70
|
%
|
|
|
181,895
|
|
|
|
10,377
|
|
|
|
5.71
|
%
|
|
|
180,342
|
|
|
|
10,842
|
|
|
|
6.01
|
%
|
|
Total interest-earning assets
|
|
|
231,152
|
|
|
|
10,816
|
|
|
|
|
|
|
|
220,445
|
|
|
|
10,539
|
|
|
|
|
|
|
|
209,083
|
|
|
|
10,954
|
|
|
|
|
|
|
Yield on average interest-earning assets
|
|
|
|
|
|
|
|
|
|
|
4.68
|
%
|
|
|
|
|
|
|
|
|
|
|
4.78
|
%
|
|
|
|
|
|
|
|
|
|
|
5.24
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-earning assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
|
8,188
|
|
|
|
|
|
|
|
|
|
|
|
6,987
|
|
|
|
|
|
|
|
|
|
|
|
6,371
|
|
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
|
4,403
|
|
|
|
|
|
|
|
|
|
|
|
4,470
|
|
|
|
|
|
|
|
|
|
|
|
4,546
|
|
|
|
|
|
|
|
|
|
|
Foreclosed assets
|
|
|
108
|
|
|
|
|
|
|
|
|
|
|
|
228
|
|
|
|
|
|
|
|
|
|
|
|
477
|
|
|
|
|
|
|
|
|
|
|
Interest receivable and other
|
|
|
9,385
|
|
|
|
|
|
|
|
|
|
|
|
8,873
|
|
|
|
|
|
|
|
|
|
|
|
8,698
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses
|
|
|
(3,511
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,344
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,800
|
)
|
|
|
|
|
|
|
|
|
|
Total noninterest-earning assets
|
|
|
18,573
|
|
|
|
|
|
|
|
|
|
|
|
17,214
|
|
|
|
|
|
|
|
|
|
|
|
16,292
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
249,725
|
|
|
|
|
|
|
|
|
|
|
$
|
237,659
|
|
|
|
|
|
|
|
|
|
|
$
|
225,375
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
$
|
30,093
|
|
|
$
|
63
|
|
|
|
0.21
|
%
|
|
$
|
27,445
|
|
|
$
|
67
|
|
|
|
0.24
|
%
|
|
$
|
23,510
|
|
|
$
|
71
|
|
|
|
0.30
|
%
|
|
Savings deposits
|
|
|
39,640
|
|
|
|
166
|
|
|
|
0.42
|
%
|
|
|
37,363
|
|
|
|
187
|
|
|
|
0.50
|
%
|
|
|
34,847
|
|
|
|
218
|
|
|
|
0.63
|
%
|
|
Time deposits
|
|
|
84,659
|
|
|
|
838
|
|
|
|
0.99
|
%
|
|
|
84,312
|
|
|
|
921
|
|
|
|
1.09
|
%
|
|
|
87,086
|
|
|
|
1,083
|
|
|
|
1.24
|
%
|
|
Fed funds purchased/repurchase0 agreements
|
|
|
2
|
|
|
|
1
|
|
|
|
1.23
|
%
|
|
|
9
|
|
|
|
1
|
|
|
|
0.93
|
%
|
|
|
15
|
|
|
|
1
|
|
|
|
0.97
|
%
|
|
Short-term debt
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
%
|
|
|
942
|
|
|
|
38
|
|
|
|
4.09
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
%
|
|
Long-term debt
|
|
|
7,450
|
|
|
|
282
|
|
|
|
3.79
|
%
|
|
|
7,750
|
|
|
|
291
|
|
|
|
3.76
|
%
|
|
|
7,898
|
|
|
|
298
|
|
|
|
3.78
|
%
|
|
Total interest-bearing liabilities
|
|
|
161,844
|
|
|
|
1,350
|
|
|
|
|
|
|
|
157,821
|
|
|
|
1,505
|
|
|
|
|
|
|
|
153,356
|
|
|
|
1,671
|
|
|
|
|
|
|
Cost of average interest bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
0.83
|
%
|
|
|
|
|
|
|
|
|
|
|
0.95
|
%
|
|
|
|
|
|
|
|
|
|
|
1.09
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
|
48,658
|
|
|
|
|
|
|
|
|
|
|
|
43,072
|
|
|
|
|
|
|
|
|
|
|
|
37,851
|
|
|
|
|
|
|
|
|
|
|
Interest payable and other
|
|
|
3,521
|
|
|
|
|
|
|
|
|
|
|
|
3,132
|
|
|
|
|
|
|
|
|
|
|
|
2,746
|
|
|
|
|
|
|
|
|
|
|
Total noninterest-bearing liabilities
|
|
|
52,179
|
|
|
|
|
|
|
|
|
|
|
|
46,204
|
|
|
|
|
|
|
|
|
|
|
|
40,597
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
214,023
|
|
|
|
|
|
|
|
|
|
|
|
204,025
|
|
|
|
|
|
|
|
|
|
|
|
193,953
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
35,702
|
|
|
|
|
|
|
|
|
|
|
|
33,634
|
|
|
|
|
|
|
|
|
|
|
|
31,422
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
249,725
|
|
|
|
|
|
|
|
|
|
|
$
|
237,659
|
|
|
|
|
|
|
|
|
|
|
$
|
225,375
|
|
|
|
|
|
|
|
|
|
|
Net interest income$
|
|
|
|
|
|
|
9,466
|
|
|
|
|
|
|
|
|
|
|
$
|
9,034
|
|
|
|
|
|
|
|
|
|
|
$
|
9,283
|
|
|
|
|
|
|
Net yield on interest-earning assets
|
|
|
|
|
|
|
|
|
|
|
4.10
|
%
|
|
|
|
|
|
|
|
|
|
|
4.10
|
%
|
|
|
|
|
|
|
|
|
|
|
4.44
|
%
|
|
1.
|
Includes non-accrual loans.
|
|
2.
|
Amortization of deferred loan fees are included in interest income.
|
Management’s Discussion and Analysis
Net Interest Income and Average Balances, continued
Yields on interest-earning assets decreased during the year ended December 31, 2014, primarily due to a change in asset mix during the year compared to 2013. The cost of interest bearing liabilities also decreased in 2014, as deposit costs continue to fall. As a result the net yield on interest earning assets was unchanged from 2013 remaining at 4.10% for the year ended December 31, 2014.
Table 2. Rate/Volume Variance Analysis (dollars in thousands)
| |
|
2014 Compared to 2013
|
|
|
2013 Compared to 2012
|
|
| |
|
Interest
Income/
Expense
Variance
|
|
|
Variance
Rate
|
|
|
Attributed
To
Volume
|
|
|
Interest
Income/
Expense
Variance
|
|
|
Variance
Rate
|
|
|
Attributed
To
Volume
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits in other banks
|
|
$
|
12
|
|
|
$
|
(2
|
)
|
|
$
|
14
|
|
|
$
|
33
|
|
|
$
|
13
|
|
|
$
|
20
|
|
|
Taxable investments securities
|
|
|
7
|
|
|
|
7
|
|
|
|
-
|
|
|
|
16
|
|
|
|
(3
|
)
|
|
|
19
|
|
|
Federal funds sold
|
|
|
1
|
|
|
|
-
|
|
|
|
1
|
|
|
|
1
|
|
|
|
-
|
|
|
|
1
|
|
|
Loans
|
|
|
257
|
|
|
|
(1
|
)
|
|
|
258
|
|
|
|
(465
|
)
|
|
|
(559
|
)
|
|
|
94
|
|
|
Total
|
|
|
277
|
|
|
|
4
|
|
|
|
273
|
|
|
|
(415
|
)
|
|
|
(549
|
)
|
|
|
134
|
|
|
Interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
|
(4
|
)
|
|
|
(10
|
)
|
|
|
6
|
|
|
|
(5
|
)
|
|
|
(16
|
)
|
|
|
11
|
|
|
Savings deposits
|
|
|
(21
|
)
|
|
|
(32
|
)
|
|
|
11
|
|
|
|
(31
|
)
|
|
|
(46
|
)
|
|
|
15
|
|
|
Time deposits
|
|
|
(83
|
)
|
|
|
(87
|
)
|
|
|
4
|
|
|
|
(161
|
)
|
|
|
(127
|
)
|
|
|
(34
|
)
|
|
Federal funds purchased/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase agreements
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Short-term debt
|
|
|
(38
|
)
|
|
|
-
|
|
|
|
(38
|
)
|
|
|
38
|
|
|
|
-
|
|
|
|
38
|
|
|
Long-term debt
|
|
|
(9
|
)
|
|
|
2
|
|
|
|
(11
|
)
|
|
|
(7
|
)
|
|
|
(2
|
)
|
|
|
(5
|
)
|
|
Total
|
|
|
(155
|
)
|
|
|
(127
|
)
|
|
|
(28
|
)
|
|
|
(166
|
)
|
|
|
(191
|
)
|
|
|
25
|
|
|
Net interest income
|
|
$
|
432
|
|
|
$ |
(131
|
)
|
|
$
|
301
|
|
|
$
|
(249
|
)
|
|
$
|
(358
|
)
|
|
$
|
109
|
|
As discussed above, the Company’s net interest income is affected by the change in the amount and mix of interest-earning assets and interest-bearing liabilities (referred to as “volume change”) as well as by changes in yields earned on interest-earning assets and rates paid on deposits and borrowed funds (referred to as “rate change”). The table above presents, for the periods indicated, a summary of changes in interest income and interest expense for the major categories of interest-earning assets and interest-bearing liabilities and the amounts of change attributable to variations in volumes and rates. Changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and rate, respectively.
Provision for Loan Losses
The allowance for loan losses is established to provide for expected losses in the Bank’s loan portfolio. Loan losses and recoveries are charged or credited directly to the allowance. Management determines the provision for loan losses required to maintain an allowance adequate to provide for probable losses. Management regularly reviews asset quality and re-evaluates the allowance for loan losses. However, no assurance can be given as to unforeseen adverse economic conditions or other circumstances that could result in increased provisions in the future. Additionally, regulatory examiners may require the Company to recognize additions to the allowance based upon their judgment about the loan portfolio and other information available to them at the time of their examinations.
Management’s Discussion and Analysis
Provision for Loan Losses, continued
A consolidated provision for loan losses of $211,863 was made during 2014, a decrease of $107,702 or 33.7% from the $319,565 provision made during 2013. The decrease is in recognition of the current economic environment, our estimate of inherent risk associated with lending activities and to a reduction in loan charge offs. The provision attributable to the Bank decreased from $293,042 in 2013 to $170,076 in 2014. This decrease is primarily attributable to decrease in loan charge offs during 2014. Net charge offs decreased from $306,810 during the year ended December 31, 2013 to $4,903 during 2014. This reduction was the result of $273,329 of charge off recoveries in 2014, of which $216,534 was from two previously charged off loans. The provision attributable to Freedom Finance, LLC increased from $26,523 in 2013 to $41,787 for the year ended December 31, 2014. The increase in the Freedom Finance, LLC provision was due to loan growth of over 18.0%. Freedom Finance, LLC had net charge offs of $27,646 and $40,502 in 2014 and 2013, respectively. A consolidated provision for loan losses of $319,565 was made in 2013, a decrease of $151,727, or 32.2% from the $471,292 provided during 2012.
The allowance for loan losses was $3,554,664 or 1.84% of total loans outstanding at December 31, 2014. This compares to an allowance for loan losses of $3,375,350, or 1.84% of total loans outstanding at December 31, 2013. Although the Bank experienced significantly lower charge offs in 2014 the reserve did not decrease as a percentage of total loans outstanding due to a decrease in the percentage of loans carrying government guarantees. At December 31, 2013, the guaranteed portion of loans in the portfolio was $47,715,737, or 26.1%, compared to $45,141,818, or 23.4% at December 31, 2014. Overall loans outstanding increased 5.5% from $183,015,075 at December 31, 2013 to $193,032,358 at December 31, 2014. All of the 2014 year net loan growth was in unguaranteed loans. These guaranteed loans, for which the Bank's exposure ranges from 10% to 49% of the outstanding balance, decreased approximately $2,573,919 or 5.4% during 2014. When the guaranteed portion of the loans are factored into the equation the loan loss reserve is approximately 2.40% of the net credit exposure of the loan portfolio at December 31, 2014. The reserve for loan losses at December 31, 2013, after the effect of guaranteed loans, was 2.49% of net loan credit exposure.
The level of reserve is established based upon management's evaluation of historical loss data and the effects of certain environmental factors on the loan portfolio. The historical loss portion of the reserve is computed using the average loss data from the past three years applied to its corresponding category of loans. However, historical losses only reflect a portion of the Bank’s loan loss reserve. The environmental factors represent risk from external economic influences on the credit quality of the loan portfolio. These factors include the movement of interest rates, unemployment rates, past due and charge off trends, loan grading migrations, movement in collateral values and the Bank’s exposure to certain loan concentrations. Positive or negative movements in any of these factors have an effect on the credit quality of the loan portfolio. As a result, management continues to actively monitor the Bank's asset quality affected by these environmental factors. Table 3 is a summary of loans past due, inclusive of nonaccrual loans, at December 31, 2014 and December 31, 2013.
Table 3. Past Due Loans
| |
|
December 31, 2014
|
|
|
December 31, 2013
|
|
| |
|
30-89 Days
|
|
|
90 Days Plus
|
|
|
30-89 Days
|
|
|
90 Days Plus
|
|
|
Construction and development
|
|
$
|
94,736
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
1-4 Family residential
|
|
|
637,000
|
|
|
|
172,981
|
|
|
|
709,803
|
|
|
|
173,786
|
|
|
Nonfarm, non-residential
|
|
|
243,206
|
|
|
|
663,902
|
|
|
|
529,447
|
|
|
|
791,148
|
|
|
Commercial and industrial
|
|
|
84,221
|
|
|
|
1,271,937
|
|
|
|
86,673
|
|
|
|
929,552
|
|
|
Consumer
|
|
|
218,680
|
|
|
|
55,428
|
|
|
|
172,230
|
|
|
|
20,742
|
|
|
Other loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
| |
|
$
|
1,277,843
|
|
|
$
|
2,164,248
|
|
|
$
|
1,498,153
|
|
|
$
|
1,915,228
|
|
|
Percentage of total loans
|
|
|
0.66
|
%
|
|
|
1.13
|
%
|
|
|
0.82
|
%
|
|
|
1.05
|
%
|
|
Guaranteed portion of past dues
|
|
$
|
100,869
|
|
|
$
|
1,935,839$
|
|
|
|
288,601
|
|
|
$
|
1,193,581
|
|
Management’s Discussion and Analysis
Provision for Loan Losses, continued
Past due loans are reviewed weekly and the situation assessed to determine potential problems arising in the loan portfolio. Proactive management of past due accounts allows management to anticipate trends within the portfolio and make appropriate adjustments to collection efforts and to the allowance for loan losses. Collectively, past dues increased 0.8% from $3,413,381 at December 31, 2013 to $3,442,091 at December 31, 2014. Past dues on non-accrual status at the end of 2014 amount to 72.1% of total past dues compared to 58.5% in non-accrual status at the end of 2013. At December 31, 2014 total past dues amount to 1.78% of total loans compared to 1.87% at the end of 2013. Loans past due 30-89 days are considered potential problem loans and amounted to $1,277,843 at December 31, 2014 compared to $1,498,153 at December 31, 2013. The government guaranteed portion of 2014 past dues totals $2,036,708, or 59.2% of total past dues compared to $1,482,182, or 43.4% of 2013 past dues.
Management believes that its loan portfolio is diversified so that a downturn in a particular market or industry will not have a significant impact on the loan portfolio or the Bank's financial condition. Management believes that its provision and reserve offer an adequate allowance for loan losses.
Noninterest Income
Noninterest income consists of revenues generated from a broad range of financial services and activities. The majority of noninterest income is a result of service charges on deposit accounts, including charges for insufficient funds; debit and ATM exchange fees; fees charged for non-deposit services; insurance commissions and fees on mortgage loans delivered to correspondents.
Table 4 discloses noninterest income for the periods ended December 31, 2014 and 2013.
Table 4. Sources of Noninterest Income
| |
|
For the Period Ended
December 31,
|
|
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Service charges on deposit accounts
|
|
$
|
795,832
|
|
|
$
|
863,862
|
|
|
Gain on the sale of government guaranteed loans
|
|
|
127,362
|
|
|
|
229,130
|
|
|
Fees on mortgage loans delivered to correspondents
|
|
|
30,650
|
|
|
|
78,763
|
|
|
Gain on the sale of investment securities
|
|
|
(1,670
|
)
|
|
|
9,206
|
|
|
Other service charges and fees
|
|
|
204,653
|
|
|
|
156,172
|
|
|
Debit/ATM card income
|
|
|
473,401
|
|
|
|
420,821
|
|
|
Insurance commissions
|
|
|
766,855
|
|
|
|
666,704
|
|
|
Brokerage commissions
|
|
|
173,070
|
|
|
|
160,562
|
|
|
Income from bank owned insurance
|
|
|
160,752
|
|
|
|
163,982
|
|
|
Other income
|
|
|
105,294
|
|
|
|
157,642
|
|
|
Life insurance proceeds
|
|
|
419,150
|
|
|
|
-
|
|
| |
|
$
|
3,255,349
|
|
|
$
|
2,906,844
|
|
Activity in the deposit related noninterest income accounts decreased in 2014 primarily as the result of decreases in insufficient funds fees due to regulatory changes. The Bank had a gain from the sale of government guaranteed loans of $127,362 in 2014 compared to gains of $229,130 in 2013. Activity in mortgage lending decreased compared to 2013 activity, as the refinancing of mortgage loans decreased, resulting in an decrease in fees on mortgage loans delivered to correspondents of approximately 61%. Other service charges and fees increased primarily due to an increase in loan servicing fees associated with government guaranteed loans. Debit/ATM card income increased as usage of cards continues to increase. Revenue from the Bank’s investment and insurance subsidiary increased by 13.6%. The insurance division’s revenues were up 15.0% as its commercial business continues to grow. Brokerage commissions were up 7.8% due to an increase in fixed and variable annuity sales. Other income increased slightly in 2014 primarily from income from Bank owned life insurance. In December of 2014, the Bank recorded tax-exempt life insurance proceeds of $419,150. The proceeds were on the life of a former executive of the Bank.
Management’s Discussion and Analysis
Noninterest Expense
The major components of noninterest expense for the periods ended December 31, 2014 and 2013 are as follows:
Table 5. Sources of Noninterest Expense
| |
|
For the Period Ended
December 31,
|
|
| |
|
2014
|
|
|
2013
|
|
| |
|
|
|
|
|
|
|
Salary and benefits
|
|
$
|
3,931,262
|
|
|
$
|
3,762,207
|
|
|
Occupancy expenses
|
|
|
442,858
|
|
|
|
429,536
|
|
|
Furniture/equipment expenses
|
|
|
269,221
|
|
|
|
237,229
|
|
|
Data processing
|
|
|
453,417
|
|
|
|
414,309
|
|
|
Foreclosed assets, net
|
|
|
3,331
|
|
|
|
(3,312
|
)
|
|
Postage, printing and supplies
|
|
|
189,646
|
|
|
|
190,985
|
|
|
Advertising and business promotion
|
|
|
111,89
|
|
|
|
129,048
|
|
|
Professional fees
|
|
|
463,844
|
|
|
|
389,338
|
|
|
FDIC insurance premiums
|
|
|
119,794
|
|
|
|
104,317
|
|
|
Other expenses
|
|
|
1,329,957
|
|
|
|
1,318,275
|
|
| |
|
$
|
7,315,221
|
|
|
$
|
6,971,932
|
|
Salaries and employee benefits of $3,931,262 increased $169,055 or 4.5% over the 2013 total of $3,762,207. This increase is primarily due to normal salary adjustments and increased incentive accruals. Occupancy expenses increased minimally in 2014, due to slight increases in property insurance premiums and utilities. Furniture and equipment expenses increased 13.5% in 2014 due to higher maintenance contract and depreciation expenses. Data processing expense increased 9.4% to $453,417 as a result of increased processing activity and communication enhancements. Fix up cost associated with foreclosed assets increased during 2014 resulting in an increase in net expense for the year. The net amount in 2014 consist of gains from the sale of foreclosed properties of $39,610 and expenses of $42,941, compared to 2013 gains on sales of $65,786 and expenses of $62,474. Postage, printing and supplies remained virtually unchanged as the Company continues its tighter control over the ordering of supplies and usage of paper. Advertising and business promotion cost decreased as the Company saw reduced cost in its marketing efforts. Professional fees increased 19.1% primarily due to an increase in legal fees and credit review cost associated with loans. Internal audit fees also contributed to the increase in professional fees. FDIC insurance premiums expense increased in 2014 due to an increase in deposits. Other expenses increased slightly by 0.9% during 2014 as the Company continues to contain operating cost.
The overhead ratio of noninterest expense to adjusted total revenue (net interest income plus noninterest income) decreased slightly from 58.4% in 2013 to 57.5% for the year ended December 31, 2014. Adjusted total revenue increased from $11,941,515 in 2013 to $12,721,767 in 2014, and noninterest expense increased 4.9% to $7,315,221 in 2014 from $6,971,932 in 2013.
Analysis of Financial Condition
Average earning assets increased 4.9% from December 31, 2013, to December 31, 2014. Total earning assets represented 92.6% of total average assets at December 31, 2014, just under the 92.8% at the end of 2013. The mix of average earning assets changed moderately from December 31, 2013, to December 31, 2014. Average net loans decreased in relationship to total average assets and as a percent of average earning assets in 2014. Average loans as a percentage of average earning assets decreased from 82.5% in 2013 to 80.7% in 2014. This change in the average earning asset mix contributed to the reduction in the yield on average earning assets to 4.68% in 2014 from 4.78% in 2013. The average cost of funds decreased 11 basis points, including noninterest bearing deposits during 2014. The decrease in asset yields coupled with the reduction in the cost of funds resulted in no change in the net yield on average earning assets from 2013 to 2014 as shown in Table 1.
Management’s Discussion and Analysis
Analysis of Financial Condition, continued
Table 6. Average Asset Mix
| |
|
For the Year Ended
December 31, 2014
|
|
|
For the Year Ended
December 31, 2013
|
|
| |
|
Average
Balance
|
|
|
%
|
|
|
Average
Balance
|
|
|
%
|
|
|
Interest earning assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net
|
|
$
|
186,428,192
|
|
|
|
74.65
|
%
|
|
$
|
181,895,084
|
|
|
|
76.54
|
%
|
|
Investment securities
|
|
|
5,075,482
|
|
|
|
2.03
|
%
|
|
|
5,103,188
|
|
|
|
2.15
|
%
|
|
Federal funds sold
|
|
|
1,240,509
|
|
|
|
0.50
|
%
|
|
|
1,049,132
|
|
|
|
0.44
|
%
|
|
Interest-bearing bank balances
|
|
|
38,407,941
|
|
|
|
15.38
|
%
|
|
|
32,397,555
|
|
|
|
13.63
|
%
|
|
Total earning assets
|
|
|
231,152,124
|
|
|
|
92.56
|
%
|
|
|
220,444,959
|
|
|
|
92.76
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonearning assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
|
8,187,795
|
|
|
|
3.28
|
%
|
|
|
6,986,618
|
|
|
|
2.94
|
%
|
|
Property and equipment
|
|
|
4,402,816
|
|
|
|
1.76
|
%
|
|
|
4,470,613
|
|
|
|
1.88
|
%
|
|
Foreclosed assets
|
|
|
108,019
|
|
|
|
0.05
|
%
|
|
|
227,602
|
|
|
|
0.10
|
%
|
|
Other assets
|
|
|
9,385,436
|
|
|
|
3.76
|
%
|
|
|
8,873,679
|
|
|
|
3.73
|
%
|
|
Allowance for loan losses
|
|
|
(3,511,165
|
)
|
|
|
(1.41
|
)%
|
|
|
(3,344,026
|
)
|
|
|
(1.41
|
)%
|
|
Total nonearning assets
|
|
|
18,572,901
|
|
|
|
7.44
|
%
|
|
|
17,214,486
|
|
|
|
7.24
|
%
|
|
Total assets
|
|
$
|
249,725,025
|
|
|
|
100.00
|
%
|
|
$
|
237,659,445
|
|
|
|
100.00
|
%
|
For the year ended December 31, 2014, average net loans represented 74.65% of total average assets compared to 76.54% for the year ended 2013. Investments decreased from 2.15% of average assets to 2.03% of average assets over the same time period. Interest-bearing bank balances increased over the period from 13.63% to 15.38% of average assets. The increase in nonearning assets in 2014 primarily comes from an increase in cash and due from banks and an increase in other assets. Cash and due from banks increased due to an increase in clearing balances at other correspondent banks. Averages in other assets increased due to increased balances in deferred income taxes, prepaid income taxes, servicing assets and Bank owned life insurance (BOLI). Even though the BOLI does produce income, its revenue is classified as other non-interest income and therefore is grouped with nonearning assets in the table above.
Loans
Average net loans totaled $186,428,192 for the year ended December 31, 2014. This represents an increase of 2.49% over the average net loans for 2013. Loan demand rebounded in 2014 as general economic conditions improved. Loan production was also boosted by the Bank’s Loan Production Office (LPO) in Elkin, North Carolina.
The loan portfolio is dominated by real estate and commercial loans. These loans make up 97.06% of the total loan portfolio at December 31, 2014. This is up from the 96.84% that the two categories maintained at December 31, 2013. The amount of loans outstanding by type at December 31, 2014, and December 31, 2013, and the maturity distribution for variable and fixed rate loans as of December 31, 2014 are presented in Tables 7 and 8, respectively.
Management’s Discussion and Analysis
Loans, continued
Table 7. Loan Portfolio Summary
| |
|
December 31, 2014
|
|
|
December 31, 2013
|
|
|
December 31, 2012
|
|
| |
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
$
|
10,061,249
|
|
|
|
5.21
|
%
|
|
$
|
6,353,787
|
|
|
|
3.47
|
%
|
|
$
|
4,873,512
|
|
|
|
2.76
|
%
|
|
1-4 family residential
|
|
|
41,824,806
|
|
|
|
21.67
|
%
|
|
|
40,203,978
|
|
|
|
21.97
|
%
|
|
|
36,091,051
|
|
|
|
20.43
|
%
|
|
5 or more family residential
|
|
|
1,109,586
|
|
|
|
0.57
|
%
|
|
|
1,515,239
|
|
|
|
0.83
|
%
|
|
|
1,676,449
|
|
|
|
0.95
|
%
|
|
Farmland
|
|
|
3,486,002
|
|
|
|
1.81
|
%
|
|
|
2,219,688
|
|
|
|
1.21
|
%
|
|
|
2,284,155
|
|
|
|
1.29
|
%
|
|
Nonfarm, nonresidential
|
|
|
74,275,793
|
|
|
|
38.48
|
%
|
|
|
60,316,018
|
|
|
|
32.96
|
%
|
|
|
48,993,867
|
|
|
|
27.73
|
%
|
|
Total real estate
|
|
|
130,757,436
|
|
|
|
67.74
|
%
|
|
|
110,608,710
|
|
|
|
60.44
|
%
|
|
|
93,919,034
|
|
|
|
53.16
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
|
|
675,474
|
|
|
|
0.35
|
%
|
|
|
107,974
|
|
|
|
0.06
|
%
|
|
|
147,860
|
|
|
|
0.08
|
%
|
|
Commercial and industrial
|
|
|
56,602,425
|
|
|
|
29.32
|
%
|
|
|
66,612,984
|
|
|
|
36.40
|
%
|
|
|
75,914,072
|
|
|
|
42.97
|
%
|
|
Consumer
|
|
|
4,997,023
|
|
|
|
2.59
|
%
|
|
|
5,685,407
|
|
|
|
3.10
|
%
|
|
|
6,703,363
|
|
|
|
3.79
|
%
|
|
Other
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
3,000
|
|
|
|
-
|
%
|
|
Total
|
|
$
|
193,032,358
|
|
|
|
100.00
|
%
|
|
$
|
183,015,075
|
|
|
|
100.00
|
%
|
|
$
|
176,687,329
|
|
|
|
100.00
|
%
|
| |
|
December 31, 2011
|
|
|
December 31, 2010
|
|
| |
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
|
Construction and development
|
|
$
|
6,213,443
|
|
|
|
3.46
|
%
|
|
$
|
5,986,045
|
|
|
|
3.35
|
%
|
|
1-4 family residential
|
|
|
39,499,189
|
|
|
|
22.02
|
%
|
|
|
46,356,711
|
|
|
|
25.98
|
%
|
|
5 or more family residential
|
|
|
2,214,365
|
|
|
|
1.23
|
%
|
|
|
1,853,346
|
|
|
|
1.04
|
%
|
|
Farmland
|
|
|
2,722,872
|
|
|
|
1.52
|
%
|
|
|
2,854,481
|
|
|
|
1.60
|
%
|
|
Nonfarm, nonresidential
|
|
|
47,867,333
|
|
|
|
26.69
|
%
|
|
|
48,170,698
|
|
|
|
27.00
|
%
|
|
Total real estate
|
|
|
98,517,202
|
|
|
|
54.92
|
%
|
|
|
105,221,281
|
|
|
|
58.97
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
|
|
29,493
|
|
|
|
0.02
|
%
|
|
|
73,852
|
|
|
|
0.04
|
%
|
|
Commercial and industrial
|
|
|
73,756,422
|
|
|
|
41.13
|
%
|
|
|
66,377,076
|
|
|
|
37.20
|
%
|
|
Consumer
|
|
|
7,041,846
|
|
|
|
3.93
|
%
|
|
|
6,759,770
|
|
|
|
3.79
|
%
|
|
Other
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
Total
|
|
$
|
179,344,963
|
|
|
|
100.00
|
%
|
|
$
|
178,431,979
|
|
|
|
100.00
|
%
|
The concentrations represented above do not, based on managements’ assessment, expose the Bank to any unusual concentration risk. Based on the Bank’s size, concentrations that are above area peer group analysis are nonfarm, nonresidential and commercial and industrial loans. Management recognizes the inherent risk associated with commercial real estate and commercial lending, including stability of real estate values; or whether or not a borrower's actual results of operations will correspond to those projected by the borrower when the loan was funded; economic factors such as the number of housing starts and increases in interest rates, etc.; depression of collateral values; and completion of projects within the original cost and time estimates. The Bank mitigates some of that risk by actively seeking government guarantees on these loans. As mentioned above, the Bank has approximately $56,967,794 in loans that carry government guarantees at December 31, 2014. The guaranteed portion of these loans amounts to $45,141,817, much of which are classified as commercial and industrial loans and nonfarm, nonresidential loans.
Loans in higher risk categories, such as non-owner occupied nonfarm, non-residential property and commercial real estate construction represent a small segment of our loan portfolio. Commercial construction loans included in construction and development loans amounted to $7,122,890 and $3,433,279 at December 31, 2014 and 2013, respectively. Non-owner occupied nonfarm, non-residential properties included in nonfarm, non-residential loans above amounted to $12,167,921 and $9,327,226 at December 31, 2014 and 2013, respectively.
Management’s Discussion and Analysis
Loans, continued
Table 8. Maturity Schedule of Loans as of December 31, 2014
| |
|
Commercial
Financial and
|
|
|
Real
|
|
|
|
|
|
Total
|
|
| |
|
Agricultural
|
|
|
Estate
|
|
|
Others
|
|
|
Amount
|
|
|
%
|
|
|
Fixed rate loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months or less
|
|
$
|
11,715,612
|
|
|
$
|
20,639,708
|
|
|
$
|
797,618
|
|
|
$
|
33,152,938
|
|
|
|
17.17
|
%
|
|
Over three months to twelve months
|
|
|
11,904,015
|
|
|
|
11,746,943
|
|
|
|
1,129,479
|
|
|
|
24,780,437
|
|
|
|
12.84
|
%
|
|
Over one year to five years
|
|
|
18,856,681
|
|
|
|
34,695,409
|
|
|
|
1,551,737
|
|
|
|
55,103,827
|
|
|
|
28.55
|
%
|
|
Over five years
|
|
|
482,243
|
|
|
|
9,609,690
|
|
|
|
912,028
|
|
|
|
11,003,961
|
|
|
|
5.70
|
%
|
|
Total fixed rate loans
|
|
$
|
42,958,551
|
|
|
$
|
76,691,750
|
|
|
$
|
4,390,862
|
|
|
$
|
124,041,163
|
|
|
|
64.26
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months or less
|
|
$
|
1,814,138
|
|
|
$
|
412,556
|
|
|
$
|
160,572
|
|
|
$
|
2,387,266
|
|
|
|
1.24
|
%
|
|
Over three months to twelve months
|
|
|
730,296
|
|
|
|
382,419
|
|
|
|
198,550
|
|
|
|
1,311,265
|
|
|
|
0.68
|
%
|
|
Over one year to five years
|
|
|
1,844,145
|
|
|
|
4,044,193
|
|
|
|
247,039
|
|
|
|
6,135,377
|
|
|
|
3.18
|
%
|
|
Over five years
|
|
|
9,930,769
|
|
|
|
49,226,518
|
|
|
|
-
|
|
|
|
59,157,287
|
|
|
|
30.64
|
%
|
|
Total variable rate loans
|
|
$
|
14,319,348
|
|
|
$
|
54,065,686
|
|
|
$
|
606,161
|
|
|
$
|
68,991,195
|
|
|
|
35.74
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months or less
|
|
$
|
13,529,750
|
|
|
$
|
21,052,264
|
|
|
$
|
958,190
|
|
|
$
|
35,540,204
|
|
|
|
18.41
|
%
|
|
Over three months to twelve months
|
|
|
12,634,311
|
|
|
|
12,129,362
|
|
|
|
1,328,029
|
|
|
|
26,091,702
|
|
|
|
13.52
|
%
|
|
Over one year to five years
|
|
|
20,700,826
|
|
|
|
38,739,602
|
|
|
|
1,798,776
|
|
|
|
61,239,204
|
|
|
|
31.73
|
%
|
|
Over five years
|
|
|
10,413,012
|
|
|
|
58,836,208
|
|
|
|
912,028
|
|
|
|
70,161,248
|
|
|
|
36.34
|
%
|
|
Total loans
|
|
$
|
57,277,899
|
|
|
$
|
130,757,436
|
|
|
$
|
4,997,023
|
|
|
$
|
193,032,358
|
|
|
|
100.00
|
%
|
Interest rates charged on loans vary with the degree of risk, maturity and amount of the loan. Competitive pressures, money market rates, availability of funds, and government regulation also influence interest rates. On average, loans yielded 5.70% for the year ended December 31, 2014, compared to an average yield of 5.71% in 2013. This decrease in yields is attributable to a change in loan mix as average prime rates during 2014 and 2013 remained virtually unchanged. Commercial loans decreased to 29.32% of loans outstanding at December 31, 2014, compared to 36.40% at the end of 2013. Total real estate loans increased from 60.44% of total loans at December 31, 2013, to 67.74% of total loans at December 31, 2014. An increase in nonfarm nonresidential loans was a contributing factor in this increase. Nonfarm nonresidential loans increased to 38.48% of total loans at December 31, 2014, from 32.96% at December 31, 2013. The guaranteed portion of nonfarm nonresidential loans amounted to $29,914,244, or 40.27% at December 31, 2014 compared to $26,835,404, or 42.34% at December 31, 2013.
Investment Securities
The Company uses its investment portfolio to provide for unexpected deposit decreases or loan generation, to meet the Company’s interest rate sensitivity goals, and to generate income.
Management’s Discussion and Analysis
Investment Securities, continued
Management of the investment portfolio has been conservative with virtually all investments taking the form of purchases of government-sponsored enterprises and mortgage-backed securities. Management views the investment portfolio as a source of income, and purchases securities with that in mind. However, adjustments are necessary in the portfolio to provide an adequate source of liquidity, which can be used to meet funding requirements for loan demand and deposit fluctuations and to control interest rate risk. Therefore, from time to time management may sell certain securities prior to their maturity. Table 9 presents the investment portfolio at December 31, 2014 by major type of investment and maturity ranges. The investment portfolio by major type is also presented for December 31, 2013 and 2012.
The average yield of the investment portfolio to increase to 1.67% for the year ended December 31, 2014, compared to 1.53% for 2013. At December 31, 2014 the market value of the investment portfolio was $4,981,914, which was $14,422 less than book value. At December 31, 2013, the market value of the investment portfolio was $67,723 below book value.
The Company has an investment in FHLB stock of $565,100 at December 31, 2014 and $624,100 at December 31, 2013, which is included in restricted equity securities. The Company carries its investment in FHLB at its cost which is the par value of the stock. The level of investment in FHLB stock is based on the asset size of the Bank and the amount of borrowings outstanding. The FHLB evaluates on a quarterly basis whether to repurchase excess capital stock from its members. FHLB paid a cash dividend for the fourth quarter of 2013 at an annualized rate of 3.74% on March 28, 2014, a first quarter dividend at an annualized rate of 3.74% on June 3, 2014, a second quarter dividend at an annualized rate of 3.73% on August 5, 2014, and a third quarter dividend at an annualized dividend rate of 4.23% paid November 4, 2014. At September 30, 2014 (the most recent date available), the FHLB was in compliance with all of its regulatory capital requirements as its total regulatory capital-to-assets ratio was 5.15% exceeding the 4% requirement, and its risk-based capital was $6.41 billion, exceeding its $1.79 billion requirement. Management believes that our investment in FHLB stock was not impaired as of December 31, 2014 or December 31, 2013. There can be no assurance that the impact of recent or future legislation on the Federal Home Loan Banks will not cause a decrease in the value of the Company’s investment in FHLB stock.
Table 9. Investment Securities
December 31, 2014, Available for Sale and Restricted
| |
|
In One Year
or Less
|
|
|
One Year
Through
Five Years
|
|
|
After Five
Through
Ten Years
|
|
|
After Ten
Years
|
|
|
Total
|
|
|
Market
Value
|
|
|
Investment securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprises
|
|
$
|
1,000,000
|
|
|
$
|
2,500,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
3,500,000
|
|
|
$
|
3,496,530
|
|
|
Government-sponsored enterprises pools (MBS)
|
|
|
-
|
|
|
|
10,353
|
|
|
|
5,846
|
|
|
|
9,393
|
|
|
|
25,592
|
|
|
|
26,307
|
|
|
Corporate securities
|
|
|
-
|
|
|
|
300,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
300,000
|
|
|
|
255,000
|
|
|
Equities and mutual funds
|
|
|
552,635
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
552,635
|
|
|
|
585,968
|
|
|
Restricted
|
|
|
618,109
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
618,109
|
|
|
|
618,109
|
|
|
Total
|
|
$
|
2,170,744
|
|
|
$
|
2,810,353
|
|
|
$
|
5,846
|
|
|
$
|
9,393
|
|
|
$
|
4,996,336
|
|
|
$
|
4,981,914
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average yields
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprises
|
|
|
0.33
|
%
|
|
|
0.92
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
0.75
|
%
|
|
|
|
|
|
Government-sponsored enterprises pools (MBS)
|
|
|
-
|
%
|
|
|
3.29
|
%
|
|
|
2.43
|
%
|
|
|
1.57
|
%
|
|
|
2.46
|
%
|
|
|
|
|
|
Corporate securities
|
|
|
-
|
%
|
|
|
4.14
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
4.14
|
%
|
|
|
|
|
|
Equities and mutual funds
|
|
|
4.20
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
4.20
|
%
|
|
|
|
|
|
Restricted
|
|
|
3.67
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
3.67
|
%
|
|
|
|
|
|
Consolidated
|
|
|
2.27
|
%
|
|
|
2.47
|
%
|
|
|
2.43
|
%
|
|
|
1.57
|
%
|
|
|
1.70
|
%
|
|
|
|
|
Management’s Discussion and Analysis
Table 9. Investment Securities, continued
December 31, 2013 and December 31, 2012, Available for Sale and Restricted
| |
|
December 31, 2013
|
|
|
December 31, 2012
|
|
| |
|
Total
|
|
|
Market
Value
|
|
|
Total
|
|
|
Market
Value
|
|
|
Investment securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprises
|
|
$
|
3,500,000
|
|
|
$
|
3,498,765
|
|
|
$
|
2,500,000
|
|
|
$
|
2,504,875
|
|
|
Government-sponsored enterprises pools (MBS)
|
|
|
32,099
|
|
|
|
33,121
|
|
|
|
41,659
|
|
|
|
42,975
|
|
|
Corporate securities
|
|
|
550,000
|
|
|
|
451,000
|
|
|
|
550,000
|
|
|
|
442,750
|
|
|
Equities and mutual funds
|
|
|
535,326
|
|
|
|
566,816
|
|
|
|
508,836
|
|
|
|
512,252
|
|
|
Restricted
|
|
|
676,799
|
|
|
|
676,799
|
|
|
|
738,324
|
|
|
|
738,324
|
|
|
Total
|
|
$
|
5,294,224
|
|
|
$
|
5,226,501
|
|
|
$
|
4,338,819
|
|
|
$
|
4,241,176
|
|
Fed Funds Sold and Interest-bearing Bank Balances
Average federal funds sold totaled $1,240,509 for the year ended December 31, 2014, which was up from the 2013 average. Federal funds represent the most liquid portion of the Bank’s invested funds and generally the lowest yielding portion of earning assets. Deposits in other banks primarily represent deposits at the Federal Reserve Bank, which pay an overnight rate on those deposits. These rates usually mirror the federal funds rate. Occasionally, included in these deposits are short-term time deposit investments in other banks through the Certificate of Deposit Account Registry Service (“CDARS”). These time deposits generally are for terms less than one month and carry market rates. No short-term time deposits were included in interest-bearing bank balances at other banks at December 31, 2014. Management has made an effort to maintain interest-bearing bank balances at the lowest level possible consistent with prudent risk management strategies, while having available resources to fund loan demand and the maturity of time deposits. Large average demand deposit balances also make it necessary to retain funds in more liquid investments. During the year ended December 31, 2014, average federal funds and deposits in other banks represented 0.50% and 15.38% of average assets, respectively. This compares to 0.44% and 13.63% in 2013, respectively.
Deposits
The Bank relies on deposits generated in its market area to provide the majority of funds needed to support lending activities and for investment in liquid assets. More specifically, core deposits (total deposits less certificates of deposit in denominations of $100,000 or more) are the primary funding source. The Bank’s balance sheet growth is largely determined by the availability of deposits in its markets, the cost of attracting the deposits, and the prospects of profitably utilizing the available deposits by increasing loans or investment portfolios. Market conditions have resulted in depositors shopping for deposit rates more than in the past. An increased customer awareness of interest rates adds to the importance of rate management. The Bank’s management must continually monitor market pricing, competitor’s rates, and internal interest rate spreads to maintain the Bank’s growth and profitability. The Bank attempts to structure rates so as to promote deposit and asset growth, while at the same time, increasing overall profitability of the Bank.
Management’s Discussion and Analysis
Deposits, continued
Average deposits for the year ended December 31, 2014, amounted to $203,049,996 which was an increase of $10,857,995 or 5.65% from the 2013 averages. Average core deposits (total deposits less large denomination and brokered certificates) totaled $165,648,871 for the year ended December 31, 2014, an increase of $9,146,280, or 5.84% over the 2013 average of $156,502,591. The percentage of the Bank’s average deposits that are interest bearing decreased to 76.03% for the year ended December 31, 2014, from 77.59% in 2013. Average demand deposits, which earn no interest, increased 12.97% from $43,072,005 in 2013 to $48,657,700 in 2014. Average deposits for the periods ended December 31, 2014, December 31, 2013 and December 31, 2012 are summarized in Table 10 below:
Table 10. Deposit Mix
| |
|
For the Year Ended
December 31, 2014
|
|
|
For the Year Ended
December 31, 2013
|
|
|
For the Year Ended
December 31, 2012
|
|
|
Interest-bearing deposits
|
|
Average
Balance
|
|
|
%
|
|
|
Average
Balance
|
|
|
%
|
|
|
Average
Balance
|
|
|
%
|
|
|
NOW Accounts
|
|
$
|
30,092,922
|
|
|
|
14.82
|
%
|
|
$
|
27,444,968
|
|
|
|
14.28
|
%
|
|
$
|
23,509,879
|
|
|
|
12.83
|
%
|
|
Money Market
|
|
|
29,532,120
|
|
|
|
14.54
|
%
|
|
|
28,762,185
|
|
|
|
14.97
|
%
|
|
|
27,917,572
|
|
|
|
15.23
|
%
|
|
Savings
|
|
|
10,108,273
|
|
|
|
4.98
|
%
|
|
|
8,601,190
|
|
|
|
4.48
|
%
|
|
|
6,928,659
|
|
|
|
3.78
|
%
|
|
Small denomination certificates
|
|
|
47,257,856
|
|
|
|
23.27
|
%
|
|
|
48,622,243
|
|
|
|
25.29
|
%
|
|
|
48,459,992
|
|
|
|
26.43
|
%
|
|
Large denomination certificates
|
|
|
35,067,026
|
|
|
|
17.27
|
%
|
|
|
32,576,002
|
|
|
|
16.95
|
%
|
|
|
34,360,587
|
|
|
|
18.75
|
%
|
|
Brokered certificates
|
|
|
2,334,099
|
|
|
|
1.15
|
%
|
|
|
3,113,408
|
|
|
|
1.62
|
%
|
|
|
4,265,650
|
|
|
|
2.33
|
%
|
|
Repurchase agreements
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
Total interest-bearing deposits
|
|
|
154,392,296
|
|
|
|
76.03
|
%
|
|
|
149,119,996
|
|
|
|
77.59
|
%
|
|
|
145,442,339
|
|
|
|
79.35
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits
|
|
|
48,657,700
|
|
|
|
23.97
|
%
|
|
|
43,072,005
|
|
|
|
22.41
|
%
|
|
|
37,851,154
|
|
|
|
20.65
|
%
|
|
Total deposits
|
|
$
|
203,049,996
|
|
|
|
100.00
|
%
|
|
$
|
192,192,001
|
|
|
|
100.00
|
%
|
|
$
|
183,293,493
|
|
|
|
100.00
|
%
|
The average balance of certificates of deposit issued in denominations of $100,000 or more increased by $2,491,024, or 7.65% for the year ended December 31, 2014. The strategy of management has been to support loan and investment growth with core deposits and not to aggressively solicit the more volatile, large denomination certificates of deposit. Due to the influx of non-interest bearing deposits in 2014, management was able to minimize the Bank’s reliance on large denomination certificates of deposit. The average balance in brokered certificates of deposit in 2014 amounted to $2,334,099 compared to $3,113,408 in 2013. These deposits are not considered core deposits. Table 11 provides maturity information relating to certificates of deposit of $100,000 or more at December 31, 2014.
Table 11. Large Time Deposit Maturities
Analysis of time deposits of $100,000 or more at December 31, 2014:
|
Remaining maturity of three months or less
|
|
$
|
8,849,567
|
|
|
Remaining maturity of three through six months
|
|
|
5,285,128
|
|
|
Remaining maturity over six through twelve months
|
|
|
7,045,237
|
|
|
Remaining maturity over twelve months
|
|
|
12,375,005
|
|
|
Total time deposits of $100,000 or more
|
|
$
|
33,554,937
|
|
Borrowings
From time to time the Bank will find that funds gathered through deposits and repurchase agreements will not fully satisfy the Bank’s liquidity needs. When this occurs, the Bank uses borrowings from correspondent banks and the Federal Home Loan Bank (FHLB) to fund the shortfall. At year-end 2014, the Bank had no short-term borrowings from correspondent banks or the FHLB.
Management’s Discussion and Analysis
Borrowings, continued
Federal Home Loan Bank advances are relatively cost-effective funding sources and provide the Company with the flexibility to structure borrowings in a manner that aids in the management of interest rate risk and liquidity. Long-term debt consists of fixed, variable and convertible rate advances from the FHLB. The average interest rate paid on long- term debt for the year ended December 31, 2014 and 2013, was 3.79% and 3.76%, respectively. See Note 10 of the Company’s Consolidated Financial Statements for more information on the long-term advances.
Capital Adequacy
Stockholders’ equity amounted to $36,770,654 at December 31, 2014, a 7.46% increase over the 2013 year-end total of $34,217,626. Average stockholders’ equity as a percentage of average total assets amounted to 14.30% for the year ended December 31, 2014, and 14.15% in 2013.
Regulatory guidelines relating to capital adequacy provide minimum risk-based ratios which assess capital adequacy while encompassing all credit risks, including those related to off-balance sheet activities. Capital ratios under these guidelines are computed by weighing the relative risk of each asset category to derive risk-adjusted assets. The risk-based capital guidelines require minimum ratios of core (Tier 1) capital (common stockholders’ equity) to risk-weighted assets of 4.0% and total regulatory capital (core capital plus allowance for loan losses up to 1.25% of risk-weighted assets) to risk-weighted assets of 8.0%. As of December 31, 2014, the Bank has a ratio of Tier 1 capital to risk-weighted assets of 19.85% and a ratio of total capital to risk-weighted assets of 21.11%. All capital ratio levels indicate that the Bank is well capitalized.
At December 31, 2014, the Company had 3,549,665 shares of common stock outstanding, which were held by approximately 1,400 stockholders of record.
Additionally, the Company had 189,356 shares of Series A 4.5% Convertible Non-Cumulative Perpetual Preferred Stock outstanding at December 31, 2014. The shares have a liquidation value of $14 per share. The shares were issued in a private placement and are held by approximately 48 stockholders of record. The shares are non-voting and are each convertible into 2.2955 shares of common stock.
The Company also had 181,154 shares of Series D 5.0% Convertible Non-Cumulative Perpetual Preferred Stock outstanding at December 31, 2014. The shares have a liquidation value of $7.08 per share and are convertible into 1.10 shares of common stock at the election of the holder, but are not redeemable at the option of the holder. Provided that the market value of the Company’s common stock is $8.85 on or after January 1, 2014, Surrey may redeem all or a portion of the outstanding shares of Series D Preferred Stock at a redemption price of $7.08 per share. The non-voting shares were issued in a private placement and are held by approximately 15 stockholders of record.
Nonperforming and Problem Assets
Certain credit risks are inherent in making loans, particularly commercial and consumer loans. Management prudently assesses these risks and attempts to manage them effectively. The Bank also attempts to reduce repayment risks by adhering to internal credit policies and procedures. These policies and procedures include officer and customer limits, periodic loan documentation review and follow up on exceptions to credit policies.
The Company actively monitors delinquencies, nonperforming assets and potential problem loans. Unsecured loans that are past due more than 90 days are placed into nonaccrual status. Secured loans reach nonaccrual status when they surpass 120 days past due. When facts and circumstances indicate the borrower has regained the ability to meet the required payments, the loan is returned to accrual status.
Management reviews all criticized loans on a periodic basis for possible charge offs. Any unsecured loans that are 90+ days past due must be charged off in full. If secured, a reserve equal to the potential loss is established. Any charge off is reported to the Board of Directors within 30 days. On a monthly basis, recovery actions are provided to the Board of Directors.
Nonperforming and Problem Assets, continued
The table below shows the amount of non-performing assets.
Table 12. Nonperforming Assets
| |
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
Nonaccrual loans
|
|
$
|
2,988,949
|
|
|
$
|
3,800,327
|
|
|
$
|
3,740,725
|
|
|
$
|
4,395,210
|
|
|
$
|
6,362,127
|
|
|
Loans past due 90 days and still accruing
|
|
|
53,185
|
|
|
|
35,439
|
|
|
|
683,720
|
|
|
|
49,881
|
|
|
|
-
|
|
|
Troubled debt restructured loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Foreclosed assets
|
|
|
280,821
|
|
|
|
-
|
|
|
|
491,424
|
|
|
|
560,018
|
|
|
|
450,532
|
|
|
Total
|
|
$
|
3,322,955
|
|
|
$
|
3,835,766
|
|
|
$
|
4,915,869
|
|
|
$
|
5,005,109
|
|
|
$
|
6,812,659
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
253,201,323
|
|
|
$
|
240,918,977
|
|
|
$
|
229,912,432
|
|
|
$
|
224,727,764
|
|
|
$
|
213,652,484
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio
|
|
|
1.31
|
%
|
|
|
1.59
|
%
|
|
|
2.14
|
%
|
|
|
2.23
|
%
|
|
|
3.19
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable on original note terms
|
|
$
|
566,158
|
|
|
$
|
435,214
|
|
|
$
|
327,714
|
|
|
$
|
201,828
|
|
|
$
|
127,836
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest actually recorded in income
|
|
$
|
40,481
|
|
|
$
|
27,463
|
|
|
$
|
7,733
|
|
|
$
|
11,646
|
|
|
$
|
38,271
|
|
At December 31, 2014 and 2013, the Bank had loans in nonaccrual status of $2,988,946 and $3,800,327, respectively. Foreclosed assets at December 31, 2014 primarily include 1-4 family dwellings and nonfarm, nonresidential property. Loans that were considered impaired but were still accruing interest at December 31, 2014 and 2013, totaled $1,921,549 and $2,319,291, respectively. A loan is considered impaired when, based on current information and events it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. The number of loans in nonaccrual status at December 31, 2014 was twenty-five. The average nonaccrual loan balance was approximately $119,558. At the end of 2013 nonaccrual loans numbered thirty-eight and averaged $100,009. Approximately $2,260,205 or 76% of the nonaccrual loans at December 31, 2014 consisted of eight loans ranging in value from $138,000 to $607,000. Approximately $2,891,064 or 76% of the nonaccrual loans at December 31, 2013 consisted of eleven loans ranging in value from $104,000 to $618,000. Impaired loans still accruing numbered seventeen at December 31, 2014, with an average balance of $113,032. Six of these loans amounted to $1,534,000 or approximately 80% of the total. At December 31, 2013, impaired loans still accruing numbered twenty-seven with an average balance of $89,204. Six loans totaled $1,781,000 or 77% of the total impaired. Specific reserves on nonaccrual and impaired loans totaled $377,914 at December 31, 2014, or 7.7% of the balances outstanding compared to $348,941 or 5.7% of the balances outstanding at December 31, 2013. Many of these loans also carry government guaranties. The guaranteed portions of nonaccrual and impaired loans at December 31, 2014 and 2013 are $2,090,348 and $2,235,481, respectively. Combined, specific reserves and loan guarantees amount to approximately 50% and 42% of nonaccrual and impaired loans at December 31, 2014 and 2013, respectively.
All nonaccrual loans are considered to be impaired. The following table summarizes nonaccrual and impaired loans still accruing:
Table 13. Nonaccrual and Impaired Loans
| |
|
|
|
|
|
|
|
Construction and development
|
|
$
|
13,536
|
|
|
$
|
318,111
|
|
|
1-4 family residential
|
|
|
601,587
|
|
|
|
386,564
|
|
|
Nonfarm, non-residential
|
|
|
2,658,937
|
|
|
|
2,912,421
|
|
|
Commercial and industrial
|
|
|
1,399,470
|
|
|
|
2,499,531
|
|
|
Consumer
|
|
|
8,854
|
|
|
|
2,991
|
|
|
Other loans
|
|
|
228,111
|
|
|
|
-
|
|
|
Total impaired and nonaccrual
|
|
$
|
4,910,495
|
|
|
$
|
6,119,618
|
|
Management’s Discussion and Analysis
Loan Losses
The allowance for loan losses is maintained at a level adequate to absorb probable losses. Some of the factors which management considers in determining the appropriate level of the allowance for credit losses are: past loss experience, an evaluation of the current loan portfolio, identified loan problems, the loan volume outstanding, the present and expected economic conditions in general, and in particular, how such conditions relate to the market area that the Bank serves. Bank regulators also periodically review the Bank’s loans and other assets to assess their quality. Loans deemed uncollectible are charged to the allowance. Provisions for loan losses and recoveries on loans previously charged off are added to the allowance.
Net loans charged off as a percentage of average loans were 0.02% and 0.19% in 2014 and 2013, respectively.
The provision for loan losses and the activity in the allowance for loan losses are detailed in Table 14.
Table 14. Loan Losses (dollars in thousands)
| |
|
December 31,
|
|
| |
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
Balance at January 1
|
|
$
|
3,375
|
|
|
$
|
3,403
|
|
|
$
|
3,881
|
|
|
$
|
6,684
|
|
|
$
|
4,670
|
|
|
Recoveries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
161
|
|
|
|
52
|
|
|
|
151
|
|
|
|
91
|
|
|
|
151
|
|
|
Residential, 1-4 family
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
63
|
|
|
|
2
|
|
|
Nonfarm, nonresidential property
|
|
|
81
|
|
|
|
3
|
|
|
|
84
|
|
|
|
109
|
|
|
|
21
|
|
|
Loans to individuals
|
|
|
42
|
|
|
|
29
|
|
|
|
19
|
|
|
|
24
|
|
|
|
28
|
|
|
Total recoveries
|
|
|
285
|
|
|
|
85
|
|
|
|
255
|
|
|
|
287
|
|
|
|
202
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged-off loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
(146
|
)
|
|
|
(87
|
)
|
|
|
(711
|
)
|
|
|
(2,258
|
)
|
|
|
(546
|
)
|
|
Residential, 1-4 family
|
|
|
(102
|
)
|
|
|
(27
|
)
|
|
|
(305
|
)
|
|
|
(1,249
|
)
|
|
|
(27
|
)
|
|
Nonfarm, nonresidential property
|
|
|
(2
|
)
|
|
|
(239
|
)
|
|
|
(22
|
)
|
|
|
(271
|
)
|
|
|
(110
|
)
|
|
Loans to individuals
|
|
|
(67
|
)
|
|
|
(80
|
)
|
|
|
(166
|
)
|
|
|
(56
|
)
|
|
|
(509
|
)
|
|
Total charge-off loans
|
|
|
(317
|
)
|
|
|
(433
|
)
|
|
|
(1,204
|
)
|
|
|
(3,834
|
)
|
|
|
(1,192
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs
|
|
|
(32
|
)
|
|
|
(348
|
)
|
|
|
(949
|
)
|
|
|
(3,547
|
)
|
|
|
(990
|
)
|
|
Provision for loan losses
|
|
|
212
|
|
|
|
320
|
|
|
|
471
|
|
|
|
744
|
|
|
|
3,004
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31
|
|
$
|
3,555
|
|
|
$
|
3,375
|
|
|
$
|
3,403
|
|
|
$
|
3,881
|
|
|
$
|
6,684
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans outstanding
|
|
$
|
193,032
|
|
|
$
|
183,015
|
|
|
$
|
176,687
|
|
|
$
|
179,345
|
|
|
$
|
178,432
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average outstanding loans during period
|
|
$
|
186,428
|
|
|
$
|
181,895
|
|
|
$
|
180,342
|
|
|
$
|
180,256
|
|
|
$
|
181,184
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses to loans outstanding
|
|
|
1.84
|
%
|
|
|
1.84
|
%
|
|
|
1.93
|
%
|
|
|
2.16
|
%
|
|
|
3.74
|
%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net charge-offs to average loans outstanding
|
|
|
0.02
|
%
|
|
|
0.19
|
%
|
|
|
0.53
|
%
|
|
|
1.97
|
%
|
|
|
0.55
|
%
|
The following table presents the allowance for loan losses by loan type and as a percentage of loans outstanding:
| |
|
December 31, 2014
|
|
|
December 31, 2013
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
|
December 31, 2010
|
|
|
(Dollars in thousands)
|
|
Amount
|
|
|
% of
Total
Loans
|
|
|
Amount
|
|
|
% of
Total
Loans
|
|
|
Amount
|
|
|
% of
Total
Loans
|
|
|
Amount
|
|
|
% of
Total
Loans
|
|
|
Amount
|
|
|
% of
Total
Loans
|
|
|
Construction and development
|
|
$
|
160
|
|
|
|
0.08
|
%
|
|
$
|
73
|
|
|
|
0.04
|
%
|
|
$
|
86
|
|
|
|
0.05
|
%
|
|
$
|
103
|
|
|
|
0.06
|
%
|
|
$
|
119
|
|
|
|
0.06
|
%
|
|
Residential, 1-4 family
|
|
|
1,302
|
|
|
|
0.42
|
%
|
|
|
618
|
|
|
|
0.34
|
%
|
|
|
669
|
|
|
|
0.38
|
%
|
|
|
837
|
|
|
|
0.47
|
%
|
|
|
1,696
|
|
|
|
0.95
|
%
|
|
Nonfarm, nonresidential property
|
|
|
798
|
|
|
|
0.55
|
%
|
|
|
753
|
|
|
|
0.41
|
%
|
|
|
802
|
|
|
|
0.45
|
%
|
|
|
866
|
|
|
|
0.48
|
%
|
|
|
1,199
|
|
|
|
0.67
|
%
|
|
Commercial and industrial
|
|
|
1,067
|
|
|
|
0.67
|
%
|
|
|
1,709
|
|
|
|
0.93
|
%
|
|
|
1,605
|
|
|
|
0.91
|
%
|
|
|
1,808
|
|
|
|
1.00
|
%
|
|
|
3,411
|
|
|
|
1.91
|
%
|
|
Consumer
|
|
|
159
|
|
|
|
0.08
|
%
|
|
|
181
|
|
|
|
0.10
|
%
|
|
|
199
|
|
|
|
0.11
|
%
|
|
|
211
|
|
|
|
0.12
|
%
|
|
|
206
|
|
|
|
0.12
|
%
|
|
Other
|
|
|
69
|
|
|
|
0.04
|
%
|
|
|
41
|
|
|
|
0.02
|
%
|
|
|
42
|
|
|
|
0.02
|
%
|
|
|
56
|
|
|
|
0.03
|
%
|
|
|
53
|
|
|
|
0.03
|
%
|
|
Total
|
|
$
|
3,555
|
|
|
|
1.84
|
%
|
|
$
|
3,375
|
|
|
|
1.84
|
%
|
|
$
|
3,403
|
|
|
|
1.93
|
%
|
|
$
|
3,881
|
|
|
|
2.16
|
%
|
|
$
|
6,684
|
|
|
|
3.74
|
%
|
Management’s Discussion and Analysis
Liquidity and Sensitivity
The principal goals of the Bank’s asset and liability management strategy are the maintenance of adequate liquidity and the management of interest rate risk. Liquidity is the ability to convert assets to cash in order to fund depositors’ withdrawals or borrowers’ loans without significant loss. Interest rate risk management balances the effects of interest rate changes on assets that earn interest or liabilities on which interest is paid, to protect the Bank from wide fluctuations in its net interest income which could result from interest rate changes.
Management must ensure that adequate funds are available at all times to meet the needs of its customers. On the asset side of the balance sheet, maturing investments, loan payments, maturing loans, federal funds sold, and unpledged investment securities are principal sources of liquidity. On the liability side of the balance sheet, liquidity sources include core deposits, the ability to increase large denomination certificates, federal fund lines from correspondent banks, borrowings from the Federal Home Loan Bank, as well as the ability to generate funds through the issuance of long-term debt and equity.
The liquidity ratio (the level of liquid assets divided by total deposits plus short-term liabilities) was 23.38% at December 31, 2014, compared to 24.14% at December 31, 2013. The liquidity ratio at December 31, 2014 is considered adequate by management.
Interest rate risk is the effect that changes in interest rates would have on interest income and interest expense as interest-sensitive assets and interest-sensitive liabilities either reprice or mature. Management attempts to maintain the portfolios of interest-earning assets and interest-bearing liabilities with maturities or repricing opportunities at levels that will afford protection from erosion of net interest margin, to the extent practical, from changes in interest rates. Table 15 shows the sensitivity of the Bank’s balance sheet as of that specific date and is not necessarily indicative of the position on other dates. At December 31, 2014, the Bank appeared to be cumulatively asset-sensitive (earning assets subject to interest rate changes exceeding interest-bearing liabilities subject to changes in interest rates). However, in the four to twelve month window, liabilities subject to change in interest rates exceed assets subject to interest rate changes (non-asset sensitive).
Matching sensitive positions alone does not ensure the Bank has no interest rate risk. The repricing characteristics of assets are different from the repricing characteristics of funding sources. Thus, net interest income can be impacted by changes in interest rates even if the repricing opportunities of assets and liabilities are perfectly matched.
Management’s Discussion and Analysis
Table 15. Interest Rate Sensitivity
| |
|
1 - 3
Months
|
|
|
4 - 12
Months
|
|
|
13 - 60
Months
|
|
|
Over 60
Months
|
|
|
Total
|
|
|
Earning Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
40,804,415
|
|
|
$
|
22,438,350
|
|
|
$
|
88,488,583
|
|
|
$
|
41,301,010
|
|
|
$
|
193,032,358
|
|
|
Investments
|
|
|
1,341,007
|
|
|
|
510,101
|
|
|
|
2,506,699
|
|
|
|
5,998
|
|
|
|
4,363,805
|
|
|
Interest-bearing balances with banks
|
|
|
37,315,779
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
37,315,779
|
|
|
Federal funds sold
|
|
|
1,212,776
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,212,776
|
|
|
Total
|
|
$
|
80,673,977
|
|
|
$
|
22,948,451
|
|
|
$
|
90,995,282
|
|
|
$
|
41,307,008
|
|
|
$
|
235,924,718
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOW accounts
|
|
$
|
30,302,622
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
30,302,622
|
|
|
Money market
|
|
|
32,841,594
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
32,841,594
|
|
|
Savings
|
|
|
10,551,502
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,551,502
|
|
|
Certificates of deposit
|
|
|
20,894,970
|
|
|
|
29,379,264
|
|
|
|
29,726,938
|
|
|
|
-
|
|
|
|
80,001,172
|
|
|
Long-term debt
|
|
|
-
|
|
|
|
3,500,000
|
|
|
|
2,750,000
|
|
|
|
-
|
|
|
|
6,250,000
|
|
|
Total
|
|
$
|
94,590,688
|
|
|
$
|
32,879,264
|
|
|
$
|
32,476,938
|
|
|
$
|
-
|
|
|
$
|
159,946,890
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest sensitivity gap
|
|
$
|
(13,916,711
|
)
|
|
$
|
(9,930,813
|
)
|
|
$
|
58,518,344
|
|
|
$
|
41,307,008
|
|
|
$
|
-
|
|
|
Cumulative interest sensitivity gap
|
|
$
|
(13,916,711
|
)
|
|
$
|
(23,847,524
|
)
|
|
$
|
34,670,820
|
|
|
$
|
75,977,828
|
|
|
$
|
75,977,828
|
|
|
Ratio of sensitive assets to sensitive liabilities
|
|
|
85.29
|
%
|
|
|
69.80
|
%
|
|
|
280.18
|
%
|
|
|
-
|
%
|
|
|
147.50
|
%
|
|
Cumulative ratio of sensitive assets to sensitive liabilities
|
|
|
85.29
|
%
|
|
|
81.29
|
%
|
|
|
121.68
|
%
|
|
|
147.50
|
%
|
|
|
147.50
|
%
|
Table 16. Key Financial Ratios
| |
|
December 31,
|
|
| |
|
2014
|
|
|
2013
|
|
|
2012
|
|
| |
|
|
|
|
|
|
|
|
|
|
Return on average assets
|
|
|
1.38
|
%
|
|
|
1.22
|
%
|
|
|
1.23
|
%
|
|
Return on average equity
|
|
|
9.65
|
%
|
|
|
8.59
|
%
|
|
|
8.86
|
%
|
|
Average equity to average assets
|
|
|
14.30
|
%
|
|
|
14.15
|
%
|
|
|
13.94
|
%
|
|
Dividends declared on common stock as a percent of net income available to common stockholders
|
|
|
23.95
|
%
|
|
|
27.50
|
%
|
|
|
24.53
|
%
|
Board of Directors and Officers
Board of Directors
|
Edward C. Ashby, III
|
Surrey Bank & Trust
|
| |
|
|
Elizabeth Johnson Lovill
|
Town and Country Builders of Mount Airy, Inc.
|
| |
|
|
Robert H. Moody
|
Moody Funeral Services, Inc.
|
| |
|
|
Gene Rees
|
F. Rees Company, Inc.
|
| |
|
|
Tamra W. Thomas
|
Retired
|
| |
|
|
Tom G. Webb
|
Westwood Partners, LLC
|
| |
|
|
Buddy Williams
|
Ten Oaks, LLC
|
Bank Officers
|
Robert H. Moody
|
Chairman
|
| |
|
|
Edward C. Ashby, III
|
President and CEO
|
| |
|
|
Peter A. Pequeno
|
Senior Vice President and CLO
|
| |
|
|
Mark H. Towe
|
Senior Vice President, Treasurer and CFO
|
| |
|
|
John Canosa
|
Vice President
|
| |
|
|
Lesa Hensley
|
Vice President
|
| |
|
|
William Johnson
|
Vice President
|
| |
|
|
Jared Moser
|
Vice President
|
| |
|
|
Mark Dodson
|
Vice President
|
| |
|
|
J. Cory Tucker
|
Vice President
|
Stockholder Information
Annual Meeting
The annual meeting of stockholders will be held Friday, April 24, 2015, at 10:00 a.m. at Cross Creek Country Club, 1129 Greenhill Road, Mount Airy, North Carolina.
Requests for Information
Requests for information should be directed to Mr. Mark H. Towe, Senior Vice President and CFO, at Surrey Bank & Trust, Post Office Box 1227, Mount Airy, North Carolina, 27030; telephone (336) 783-3900. A copy of the Company’s Form 10-K for 2014 will be furnished, without charge, after March 31, 2015, upon written request, or will be available on the internet at www.surreybank.com.
|
Independent Auditors
|
Stock Transfer Agent
|
| |
|
|
Elliott Davis Decosimo, PLLC
|
Broadridge Corporate Issuer Solutions, Inc.
|
|
Certified Public Accountants
|
51 Mercedes Way
|
|
700 East Morehead Street, Suite 400
|
Edgewood, NY 11717
|
|
Charlotte, North Carolina 28202
|
|
Federal Deposit Insurance Corporation
The Bank is a member of the FDIC. This statement has not been reviewed, or confirmed for accuracy or relevance by the Federal Deposit Insurance Corporation.
Banking Offices
|
145 North Renfro Street
Mount Airy, North Carolina
(336) 783-3900
|
1280 West Pine Street
Mount Airy, North Carolina
(336) 783-3920
|
940 Woodland Drive
Stuart Virginia
(276) 694-4825
|
Loan Production Office
|
2050 Rockford Street
Mount Airy, North Carolina
(336) 783-3940
|
1328 North Bridge Street
Elkin, North Carolina
(336) 526-1803
|
653 South Key Street
Pilot Mountain, North Carolina
(336) 368-1122
|
Mortgage Lending Office
199 North Renfro Street
Mount Airy, North Carolina
(336) 783-3933
|
Freedom Finance, LLC
165 North Renfro Street
Mount Airy, North Carolina
(336) 783-3980
|
SB & T Insurance
199 North Renfro Street
Mount Airy, North Carolina
(336) 783-3939
|
Surrey Investment Services, Inc.
145 North Renfro Street
Mount Airy, North Carolina
(336) 783-3938
|
Exhibit 21
Subsidiaries
|
Name
|
State of Incorporation
|
| |
|
|
Surrey Bank & Trust
|
North Carolina
|
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements (Nos. 333-108676 and 333-108677) on Forms S-8 of Surrey Bancorp and subsidiaries of our reports dated March 27, 2015, relating to our audits of the consolidated financial statements, which appear in the Annual Report to Shareholders, which is incorporated in this Annual Report on From 10-K of Surrey Bancorp and subsidiaries for the years ended December 31, 2014 and 2013.
/s/ Elliott Davis Decosimo, PLLC
Charlotte, North Carolina
March 27, 2015
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to Rule 13a-14(d)/15d-14(d)
I, Edward C, Ashby, III, certify that:
| (1) |
I have reviewed this annual report on Form 10-K of Surrey Bancorp, a North Carolina company (the "registrant"); |
| (2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| (3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| (4) |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| |
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; and
|
| |
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
| |
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
d)(d)(
| (5) |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: |
| |
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
| |
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date: March 27, 2015
|
s/ Edward C. Ashby, III
|
| |
President and Chief Executive Officer
|
| |
(Principal Executive Officer)
|
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to Rule 13a-14(d)/15d-14(d)
I, Mark H. Towe, certify that:
| (1) |
I have reviewed this annual report on Form 10-K of Surrey Bancorp, a North Carolina company (the "registrant"); |
| (2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| (3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| (4) |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| |
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; and
|
| |
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
| |
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| (5) |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: |
| |
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
| |
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date: March 27, 2015
|
s/ Mark H. Towe
|
|
| |
Chief Financial Officer
|
|
| |
(Principal Financial Officer)
|
|
Exhibit 32
Section 1350 Certifications
Each of the undersigned hereby certifies that, to his knowledge, (i) the Form 10-K filed by Surrey Bancorp (the "Issuer") for the year ended December 31, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in that report fairly presents, in all material respects, the financial condition and results of operations of the Issuer on the dates and for the periods presented therein.
| |
SURREY BANCORP
|
| |
|
|
|
Date: March 27, 2015
|
By:
|
| |
|
s/ Edward C. Ashby, III
|
| |
|
President and Chief Executive Officer
|
| |
|
(Principal Executive Officer)
|
| |
|
|
|
Date: March 27, 2015
|
By:
|
| |
|
s/ Mark H. Towe
|
| |
|
Chief Financial Officer
|
| |
|
(Principal Financial Officer)
|
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