false 0001657642 0001657642 2023-11-01 2023-11-01
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 1, 2023
___________
 
SKYLINE BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
 
Virginia
(State or other jurisdiction
of incorporation)
333-209052
(Commission File Number)
47-5486027
(I.R.S. Employer
Identification No.)
 
101 Jacksonville Circle
Floyd, Virginia
(Address of principal executive offices)
24091
(Zip Code)
 
Registrant’s telephone number, including area code: (540) 745-4191
 
Not Applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
None
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 

 
Item 2.02         Results of Operations and Financial Condition.
 
On November 1, 2023, Skyline Bankshares, Inc. (the “Company”) issued a press release reporting its financial results for the period ended September 30, 2023. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated by reference into this Item 2.02.
 
Item 9.01          Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
 
Exhibit No.
Description
 
 
99.1
 
 
104
Cover Page Interactive Data File (embedded with the Inline XBRL document)
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
SKYLINE BANKSHARES, INC.
(Registrant)
       
Date: November 1, 2023
By:
/s/ Blake M. Edwards
Blake M. Edwards
President and Chief Executive Officer
 
 

Exhibit 99.1

 

Skyline Bankshares, Inc. Announces Third Quarter 2023 Results

 

 

FOR IMMEDIATE RELEASE

For more information contact:

Blake Edwards, President & CEO – 276-773-2811

Lori Vaught, EVP & CFO – 276-773-2811

 

 

FLOYD, VA, and INDEPENDENCE, VA, November 1, 2023 /(Globe Newswire)/ -- Skyline Bankshares, Inc. (the “Company”) (OTCQX: SLBK) – the holding company for Skyline National Bank (the “Bank”) – announced its results of operations for the third quarter of 2023.

 

The Company recorded net income of $2.1 million, or $0.37 per share, for the quarter ended September 30, 2023, compared to net income of $2.8 million, or $0.50 per share, for the same period in 2022. For the nine months ended September 30, 2023, net income was $7.5 million, or $1.35 per share, compared to net income of $7.4 million, or $1.32 per share, for the nine months ended September 30, 2022.

 

President and CEO Blake Edwards stated, “We are pleased to report strong earnings for the third quarter, and first nine months of 2023. Competition for deposits and increased interest expense are reflected in the decrease in net interest margin to 3.66% for the third quarter of 2023, from 3.82% in the second quarter of 2023, and 3.70% in the third quarter of 2022. This is due to the significant increase in interest expense on deposits that we have seen throughout the banking industry since the Federal Reserve began to aggressively increase interest rates last year. While our total deposits have remained relatively stable this year, customers are continuing to move their deposits out of lower rate transactional accounts and into higher earning time deposits. This trend has resulted in an increase in certificates of deposit of $80.5 million from September 30, 2022 to September 30, 2023. Solid loan growth continues to help us offset the increase in interest expense. Our core loans grew at an annualized rate of over 9% in the quarter, and have grown over 8% since September 30, 2022.”

 

Edwards concluded, “We expect competition for deposits and increased interest expense to continue during the remainder of 2023, and because of this we expect to see continued pressure on our net interest margin. The double-digit inflation that has permeated our economy in recent years has also led to significant increases in our operating costs. Despite these short-term earnings pressures, we will continue to focus on our long-term strategy of growing the Skyline franchise and creating shareholder value with an emphasis on relationship-banking and growing our low-cost core deposit base. I believe we remain well positioned for growth and success in the future and know that our employees will continue to deliver on our brand promise of being “Always our Best” for our customers each and every day.”

 

Highlights

 

 

Net income was $2.1 million, or $0.37 per share, in the third quarter of 2023, compared to $2.8 million, or $0.50 per share, in the third quarter of 2022.

 

Net interest margin (“NIM”) was 3.66% for the third quarter of 2023, compared to 3.82% in the second quarter of 2023, and 3.70% in the third quarter of 2022.

 

Total assets increased $19.4 million, or 1.94%, to $1.02 billion at September 30, 2023 from $997.7 million at December 31, 2022, and decreased by $6.6 million, or 0.65%, from $1.02 billion a year earlier.

 

Net loans were $791.1 million at September 30, 2023, an increase of $42.5 million, or 5.67%, when compared to $748.6 million at December 31, 2022, and an increase of $58.3 million, or 7.95%, when compared to $732.8 million at September 30, 2022.

 

Total deposits were $908.1 million at September 30, 2023, a decrease of $12.2 million, or 1.33%, from $920.3 million at December 31, 2022, and a decrease of $37.6 million, or 3.98%, from $945.7 million at September 30, 2022.

 

 

 

Third Quarter, First Nine Months of 2023 Income Statement Review

 

Net interest income after provision for credit losses in the third quarter of 2023 was $8.5 million compared to $8.8 million in the third quarter of 2022, primarily reflecting increased interest expense. Total interest income was $11.0 million in the third quarter of 2023, representing an increase of $1.6 million in comparison to the third quarter of 2022. Interest income on loans increased in the quarterly comparison by $2.0 million, primarily due to organic loan growth of $59.8 million from September 30, 2022 to September 30, 2023, as well as interest rate increases during the same time period. Management anticipates that this loan growth, in addition to higher rates in the current year, will continue to have a positive impact on both earning assets and loan yields. Interest expense on deposits increased by $1.5 million in the quarterly comparison, as a result of rate increases on deposit offerings and migration from lower cost deposits to time deposits. Management anticipates that interest expense on deposits will increase in the near term as competitive pressures for deposits may result in continued increases in rates on deposit offerings, especially on time deposits. Interest on borrowings increased by $295 thousand, primarily due to short-term FHLB advances to fund loan growth of $18.7 million during the third quarter of 2023.

 

For the first nine months of 2023, net interest income after provision for credit losses was $26.7 million compared to $24.8 million for the first nine months of 2022. Interest income increased by $5.0 million, primarily due to an increase of $5.1 million in interest income on loans. Interest expense on deposits increased by $3.0 million for the nine-months ended September 30, 2023 compared to the same period last year. As previously discussed, this is a reflection of the increased competitive pressures for deposits. Interest on borrowings increased by $621 thousand in the nine-month comparison, due to short-term borrowings utilized to fund loan growth and offset the decline in deposit balances.

 

Third quarter 2023 noninterest income was $1.9 million compared with $1.6 million in the third quarter of 2022. Income from service charges and fees increased by $134 thousand, offsetting a $37 thousand decrease in mortgage origination fees as mortgage origination volume declined compared to the year ago period. Nonrecurring income of $69 thousand related to life insurance income and a gain of $197 thousand on the sale leaseback of a branch location was recorded in other income for the third quarter of 2023. Excluding this nonrecurring income of $266 thousand, noninterest income increased by $81 thousand for the third quarter of 2023 compared to the third quarter of 2022.

 

For the nine months ended September 30, 2023 and 2022, noninterest income was $5.2 million and $4.7 million, respectively. The increase of $473 thousand included an increase of $432 thousand in service charges and fees, which offset a $170 thousand decrease in mortgage origination fees. Included in noninterest income for the nine months ended September 30, 2023 was nonrecurring income of $129 thousand related to loan hedge fees from a correspondent bank was recorded in other income, the $197 thousand gain on the sale leaseback discussed above, $69 thousand from life insurance contracts and security losses of $16 thousand. For the nine months ended September 30, 2022, there was nonrecurring income of $217 thousand from life insurance contracts. Excluding these nonrecurring items, noninterest income increased by $311 thousand in the nine-month comparison.

 

Noninterest expense in the third quarter of 2023 was $7.9 million compared with $6.9 million in the third quarter of 2022, an increase of $1.0 million. There was an increase in salary and benefit costs of $480 thousand due to personnel additions and routine salary adjustments, as well as increased benefit costs. Occupancy and equipment expenses increased $224 thousand and data processing increased by $198 thousand in the quarterly comparisons primarily due to branch expansion costs. FDIC assessments increased by $36 thousand due to an increase in the base assessment rate in 2023.

 

For the nine-month period ended September 30, 2023, total noninterest expenses increased by $2.3 million compared to the same period in 2022, primarily due to employee and branch costs associated with branch expansion. Salary and benefit cost increased by $1.3 million, which also reflects a reduction in capitalized loan origination cost due to lower loan volume in the first nine months of 2023 compared to the first nine months of 2022. Occupancy and equipment expenses increased by $505 thousand, and data processing increased by $278 thousand from the first nine months of 2022 to 2023. FDIC assessments increased by $103 thousand in the nine-month comparison.

 

Earnings for the first nine months of 2023 represented an annualized return on average assets (“ROAA”) of 1.00%, and an annualized return on average equity (“ROAE”) of 13.26%, compared to 0.98% and 12.65%, respectively, for the same period last year. 

 

 

 

 

Balance Sheet Review

 

Total assets increased in the third quarter of 2023 by $10.0 million, or 0.99%, to $1.02 billion at September 30, 2023 from $1.01 billion at June 30, 2023, and increased by $19.4 million, or 1.94%, from $997.7 million at December 31, 2022. The increase in assets during the third quarter of 2023 was primarily the result of an increase in loans and deposits during the quarter.

 

Total loans increased during the third quarter by $18.7 million, or 2.39%, to $797.8 million at September 30, 2023 from $779.1 million at June 30, 2023, and increased by $42.9 million, or 5.68%, compared to $754.9 million at December 31, 2022. Core loan growth during the first nine months of 2023 was at an annualized rate of 7.72%. The allowance for loan losses was approximately 0.84% of total loans as of September 30, 2023 compared to 0.83% at December 31, 2022.

 

Investment securities decreased by $6.3 million during the third quarter to $121.8 million at September 30, 2023 from $128.1 million at June 30, 2023, and decreased by $13.4 million from $135.2 million at December 31, 2022. The decrease in the third quarter of 2023 was primarily the result of paydowns of $1.9 million, and an increase in unrealized losses of $4.3 million as a result of the increase in interest rates during the quarter.

 

Total deposits increased in the third quarter of 2023 by $4.7 million, or 0.51%, to $908.1 million at September 30, 2023 from $903.4 million at June 30, 2023, and decreased $12.2 million, or 1.33%, compared to $920.3 million at December 31, 2022. Noninterest bearing deposits increased by $215 thousand and interest-bearing deposits increased by $4.4 million during the quarter. Lower cost interest bearing deposits decreased by $15.3 million during the quarter, which was offset by a $19.7 million increase in time deposits as customers continue to look for higher returns on their deposits.

 

Total stockholders’ equity decreased by $2.6 million, or 3.28% to $74.6 million at September 30, 2023, from $77.2 million three months earlier, and increased by $1.7 million, or 2.33%, from $72.9 million at December 31, 2022. The change during the quarter was due to earnings of $2.1 million, less dividends paid of $1.2 million, and $3.4 million in other comprehensive losses during the quarter.

 

Forward-looking statements

 

This release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934 as amended. These include statements as to expectations regarding future financial performance and any other statements regarding future results or expectations. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by the use of words such as "believe," "expect," "intend," "anticipate," "estimate," or "project" or similar expressions. Our ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the combined company and its subsidiaries include, but are not limited to: changes in interest rates; general economic conditions; the residual effects of the COVID-19 pandemic, including the Company’s credit quality and business operations, as well as its impact on general economic and financial market conditions; the effect of changes in banking, tax and other laws and regulations and interpretations or guidance thereunder; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the combined company’s market area; the implementation of new technologies; the ability to develop and maintain secure and reliable electronic systems; accounting principles, policies, and guidelines; and other factors identified in Item 1A, “Risk Factors,” in the Company’s Annual Report on 10-K for the year ended December 31, 2022. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or clarify these forward‐looking statements, whether as a result of new information, future events or otherwise.

 

(See Attached Financial Statements for quarter ending September 30, 2023)

 

 

 

 

Skyline Bankshares, Inc.

Condensed Consolidated Balance Sheets

September 30, 2023; June 30, 2023; December 31, 2022; September 30, 2022

 

   

September 30,

   

June 30,

   

December 31,

   

September 30,

 

(dollars in thousands except share amounts)

 

2023

   

2023

   

2022

   

2022

 
   

(Unaudited)

   

(Unaudited)

   

(Audited)

   

(Unaudited)

 

Assets

                               

Cash and due from banks

  $ 16,245     $ 20,013     $ 19,299     $ 18,615  

Interest-bearing deposits with banks

    1,449       1,183       10,802       49,795  

Federal funds sold

    221       -       960       602  

Investment securities available for sale

    121,753       128,086       135,151       138,491  

Restricted equity securities

    3,338       2,801       1,950       1,950  

Loans

    797,761       779,138       754,872       738,992  

Allowance for credit losses

    (6,695 )     (6,624 )     (6,248 )     (6,168 )

Net loans

    791,066       772,514       748,624       732,824  

Cash value of life insurance

    22,770       22,776       22,484       22,368  

Other real estate owned

    -       -       235       -  

Properties and equipment, net

    30,951       32,341       31,753       32,128  

Accrued interest receivable

    3,203       3,020       2,979       2,589  

Core deposit intangible

    997       1,076       1,286       1,391  

Goodwill

    3,257       3,257       3,257       3,257  

Deferred tax assets, net

    6,796       5,684       5,744       5,955  

Other assets

    15,062       14,400       13,210       13,780  

Total assets

  $ 1,017,108     $ 1,007,151     $ 997,734     $ 1,023,745  
                                 

Liabilities

                               

Deposits

                               

Noninterest-bearing

  $ 299,628     $ 299,413     $ 310,510     $ 328,000  

Interest-bearing

    608,439       604,025       609,817       617,666  

Total deposits

    908,067       903,438       920,327       945,666  
                                 

Borrowings

    27,500       20,304       -       3,350  

Accrued interest payable

    420       267       95       91  

Other liabilities

    6,485       5,978       4,376       4,124  

Total liabilities

    942,472       929,987       924,798       953,231  
                                 

Stockholders Equity

                               

Common stock and surplus

    33,366       33,349       33,613       33,493  

Retained earnings

    66,711       65,820       62,229       59,378  

Accumulated other comprehensive loss

    (25,441 )     (22,005 )     (22,906 )     (22,357 )

Total stockholders’ equity

    74,636       77,164       72,936       70,514  

Total liabilities and stockholders’ equity

  $ 1,017,108     $ 1,007,151     $ 997,734     $ 1,023,745  

Book value per share

  $ 13.36     $ 13.81     $ 12.98     $ 12.57  

Tangible book value per share(1)

  $ 12.60     $ 13.03     $ 12.18     $ 11.74  
                                 
                                 

Asset Quality Indicators

                               

Nonperforming assets to total assets

    0.18 %     0.15 %     0.19 %     0.17 %

Nonperforming loans to total loans

    0.23 %     0.19 %     0.22 %     0.24 %

Allowance for loan losses to total loans

    0.84 %     0.85 %     0.83 %     0.83 %

Allowance for loan losses to nonperforming loans

    365.25 %     437.52 %     382.37 %     348.47 %

 

(1) Tangible book value is a Non-GAAP financial measure defined as stockholders’ equity less goodwill and other intangible assets, divided by shares outstanding, that the Company believes is a meaningful measure of capital adequacy because it provides a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses. See “Reconciliation of Non-GAAP Financial Measures” at the end of this release.

 

 

 

 

Skyline Bankshares, Inc.

Condensed Consolidated Statement of Operations

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

June 30,

   

September 30,

   

September 30,

 

(dollars in thousands except share amounts)

 

2023

   

2023

   

2022

   

2023

   

2022

 
   

(Unaudited)

   

(Unaudited)

   

(Unaudited)

   

(Unaudited)

   

(Unaudited)

 

Interest income

                                       

Loans and fees on loans

  $ 10,193     $ 9,677     $ 8,217     $ 29,034     $ 23,923  

Interest-bearing deposits in banks

    24       99       356       211       548  

Federal funds sold

    2       14       3       26       5  

Interest on securities

    739       746       814       2,281       2,138  

Dividends

    21       57       5       88       59  
      10,979       10,593       9,395       31,640       26,673  

Interest expense

                                       

Deposits

    1,902       1,461       374       4,257       1,232  

Interest on borrowings

    350       242       55       761       140  
      2,252       1,703       429       5,018       1,372  

Net interest income

    8,727       8,890       8,966       26,622       25,301  
                                         

(Recovery of) Provision for credit losses

    182       (195 )     148       (119 )     502  

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

    8,545       9,085       8,818       26,741       24,799  
                                         

Noninterest income

                                       

Service charges on deposit accounts

    564       545       489       1,606       1,406  

Other service charges and fees

    894       829       835       2,546       2,314  

Net realized gains on securities

    -       (16 )     -       (16 )     -  

Mortgage origination fees

    37       68       74       189       359  

Increase in cash value of life insurance

    146       153       135       438       397  

Life insurance income

    69       -       -       69       217  

Other income

    207       151       37       379       45  
      1,917       1,730       1,570       5,211       4,738  

Noninterest expenses

                                       

Salaries and employee benefits

    4,355       4,176       3,875       12,617       11,271  

Occupancy and equipment

    1,363       1,172       1,139       3,721       3,216  

Data processing expense

    606       524       408       1,621       1,343  

FDIC Assessments

    150       184       114       445       342  

Advertising

    227       187       161       549       488  

Bank franchise tax

    105       105       126       315       379  

Director fees

    60       78       56       199       202  

Professional fees

    151       156       144       528       484  

Telephone expense

    144       118       110       401       370  

Core deposit intangible amortization

    79       105       105       289       373  

Other expense

    662       592       661       1,949       1,841  
      7,902       7,397       6,899       22,634       20,309  

Net income before income taxes

    2,560       3,418       3,489       9,318       9,228  
                                         

Income tax expense

    496       665       701       1,773       1,798  

Net income

  $ 2,064     $ 2,753     $ 2,788     $ 7,545     $ 7,430  
                                         

Net income per share

  $ 0.37     $ 0.49     $ 0.50     $ 1.35     $ 1.32  

Weighted average shares outstanding

    5,571,454       5,589,340       5,583,341       5,585,914       5,589,627  

Dividends declared per share

  $ 0.21     $ 0.00     $ 0.17     $ 0.42     $ 0.32  

 

 

 

 

Skyline Bankshares, Inc.

Reconciliation of Non-GAAP Financial Measures

 

In addition to financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures that provide useful information for financial and operational decision making, evaluating trends, and comparing financial results to other financial institutions. Non-GAAP financial measures are supplemental and not a substitute for, or more important than, financial measures prepared in accordance with GAAP and may not be comparable to those reported by other financial institutions. The non-GAAP financial measure presented in this document includes tangible book value per share. The following tables present calculations underlying non-GAAP financial measures.

 

   

September 30,

   

June 30,

   

December 31,

   

September 30,

 

(dollars in thousands except share amounts)

 

2023

   

2023

   

2022

   

2022

 
   

(Unaudited)

   

(Unaudited)

   

(Unaudited)

   

(Unaudited)

 

Tangible Common Equity

                               

Total stockholders’ equity (GAAP)

  $ 74,636     $ 77,164     $ 72,936     $ 70,514  

Less: Goodwill

    (3,257 )     (3,257 )     (3,257 )     (3,257 )

Less: Core deposit intangible

    (997 )     (1,076 )     (1,286 )     (1,391 )

Tangible common equity (non-GAAP)

  $ 70,382     $ 72,831     $ 68,393     $ 65,866  

Common stock shares outstanding

    5,587,704       5,587,704       5,617,416       5,608,716  

Tangible book value per share

  $ 12.60     $ 13.03     $ 12.18     $ 11.74  

 

 
v3.23.3
Document And Entity Information
Nov. 01, 2023
Document Information [Line Items]  
Entity, Registrant Name SKYLINE BANKSHARES, INC.
Document, Type 8-K
Document, Period End Date Nov. 01, 2023
Entity, Incorporation, State or Country Code VA
Entity, File Number 333-209052
Entity, Tax Identification Number 47-5486027
Entity, Address, Address Line One 101 Jacksonville Circle
Entity, Address, City or Town Floyd
Entity, Address, State or Province VA
Entity, Address, Postal Zip Code 24091
City Area Code 540
Local Phone Number 745-4191
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001657642

Skyline Bankshares (QX) (USOTC:SLBK)
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From May 2024 to Jun 2024 Click Here for more Skyline Bankshares (QX) Charts.
Skyline Bankshares (QX) (USOTC:SLBK)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Skyline Bankshares (QX) Charts.