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FIRST COMMUNITY BANKSHARES INC /VA/ - Quarter Report: 2017 March (Form 10-Q)

fcbc20170331_10q.htm Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2017

or

 

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

 

Commission file number: 000-19297

 

 

FIRST COMMUNITY BANCSHARES, INC.

 
 

(Exact name of registrant as specified in its charter)

 

 

Nevada

 

55-0694814

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

P.O. Box 989

Bluefield, Virginia

 

24605-0989

(Address of principal executive offices)

 

(Zip Code)

 

 

(276) 326-9000

 
 

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☑ Yes ☐ No

 

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

 

Large accelerated filer ☐ 

Accelerated filer ☑

Non-accelerated filer ☐ (Do not check if a smaller reporting company) 

Smaller reporting company ☐

  Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected 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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☑ No

 

As of April 28, 2017, there were 17,009,876 shares outstanding of the registrant’s Common Stock, $1.00 par value.

 

 

FIRST COMMUNITY BANCSHARES, INC.

FORM 10-Q

INDEX

  

     PAGE 

PART I.

FINANCIAL INFORMATION

 
     
Item 1. Financial Statements 4
  Condensed Consolidated Balance Sheets as of March 31, 2017 (Unaudited) and December 31, 2016 4
  Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2017 and 2016 (Unaudited) 5
  Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2017 and 2016 (Unaudited) 6
  Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2017 and 2016 (Unaudited) 7
  Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 (Unaudited) 8
 

Notes to Condensed Consolidated Financial Statements (Unaudited)

9
Item 2.

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

39
Item 3. Quantitative and Qualitative Disclosures About Market Risk 53
Item 4. Controls and Procedures 53
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 54
Item 1A. Risk Factors 54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 54
Item 3. Defaults Upon Senior Securities 55
Item 4. Mine Safety Disclosures 55
Item 5. Other Information 55
Item 6. Exhibits 55
     
SIGNATURES 56
     
EXHIBIT INDEX 58

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Forward-looking statements in filings with the Securities and Exchange Commission, including this Quarterly Report on Form 10-Q and the accompanying Exhibits, filings incorporated by reference, reports to shareholders, and other communications that represent the Company’s beliefs, plans, objectives, goals, guidelines, expectations, anticipations, estimates, and intentions are made in good faith pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” and other similar expressions identify forward-looking statements. The following factors, among others, could cause financial performance to differ materially from that expressed in such forward-looking statements:

 

 

the strength of the U.S. economy in general and the strength of the local economies in which we conduct operations;

 

the effects of, and changes in, trade, monetary, and fiscal policies and laws, including interest rate policies of the Federal Reserve System;

 

inflation, interest rate, market and monetary fluctuations;

 

timely development of competitive new products and services and the acceptance of these products and services by new and existing customers;

 

the willingness of customers to substitute competitors’ products and services for the Company’s products and services and vice versa;

 

the impact of changes in financial services laws and regulations, including laws about taxes, banking, securities, and insurance, and the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act;

 

the impact of the U.S. Department of the Treasury and federal banking regulators’ continued implementation of programs to address capital and liquidity in the banking system;

 

further, future, and proposed rules, including those that are part of the process outlined in the Basel Committee on Banking Supervision’s “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” which require banking institutions to increase levels of capital;

 

technological changes;

 

the effect of acquisitions, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions;

 

the growth and profitability of noninterest, or fee, income being less than expected;

 

unanticipated regulatory or judicial proceedings;

 

changes in consumer spending and saving habits; and

 

the Company’s success at managing the risks mentioned above.

 

This list of important factors is not exclusive. If one or more of the factors affecting these forward-looking statements proves incorrect, actual results, performance, or achievements could differ materially from those expressed in, or implied by, forward-looking statements contained in this Quarterly Report on Form 10-Q and other reports we file with the Securities and Exchange Commission. Therefore, the Company cautions you not to place undue reliance on forward-looking information and statements. The Company does not intend to update any forward-looking statements, whether written or oral, to reflect changes. These cautionary statements expressly qualify all forward-looking statements that apply to the Company including the risk factors presented in Part II, Item 1A, “Risk Factors,” of this report and Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

 

 

PART I.

FINANCIAL INFORMATION

 

Item 1.     Financial Statements

 

FIRST COMMUNITY BANCSHARES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

March 31,

   

December 31,

 
   

2017

   

2016

 
   

(Unaudited)

         
(Amounts in thousands, except share and per share data)                

Assets

               

Cash and due from banks

  $ 35,559     $ 36,645  

Federal funds sold

    116,347       38,717  

Interest-bearing deposits in banks

    945       945  

Total cash and cash equivalents

    152,851       76,307  

Securities available for sale

    158,685       165,579  

Securities held to maturity

    47,092       47,133  

Loans held for investment, net of unearned income

               

Non-covered

    1,784,371       1,795,954  

Covered

    51,412       56,994  

Less: allowance for loan losses

    (18,458 )     (17,948 )

Loans held for investment, net

    1,817,325       1,835,000  

FDIC indemnification asset

    9,931       12,173  

Premises and equipment, net

    50,057       50,085  

Other real estate owned, non-covered

    4,477       5,109  

Other real estate owned, covered

    241       276  

Interest receivable

    5,059       5,553  

Goodwill

    95,779       95,779  

Other intangible assets

    6,947       7,207  

Other assets

    82,069       86,197  

Total assets

  $ 2,430,513     $ 2,386,398  
                 

Liabilities

               

Deposits

               

Noninterest-bearing

  $ 467,677     $ 427,705  

Interest-bearing

    1,438,917       1,413,633  

Total deposits

    1,906,594       1,841,338  

Securities sold under agreements to repurchase

    90,653       98,005  

FHLB borrowings

    65,000       65,000  

Other borrowings

    244       15,708  

Interest, taxes, and other liabilities

    24,618       27,290  

Total liabilities

    2,087,109       2,047,341  
                 

Stockholders' equity

               

Preferred stock, undesignated par value; 1,000,000 shares authorized; Series A Noncumulative Convertible Preferred Stock, $0.01 par value; 25,000 shares authorized; none outstanding

    -       -  

Common stock, $1 par value; 50,000,000 shares authorized; 21,381,779 shares issued at March 31, 2017, and December 31, 2016; 4,368,594 and 4,387,571 shares in treasury at March 31, 2017, and December 31, 2016, respectively

    21,382       21,382  

Additional paid-in capital

    228,176       228,142  

Retained earnings

    173,860       170,377  

Treasury stock, at cost

    (78,533 )     (78,833 )

Accumulated other comprehensive loss

    (1,481 )     (2,011 )

Total stockholders' equity

    343,404       339,057  

Total liabilities and stockholders' equity

  $ 2,430,513     $ 2,386,398  

 

See Notes to Consolidated Financial Statements.

 

 

FIRST COMMUNITY BANCSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

   

Three Months Ended

 
   

March 31,

 

(Amounts in thousands, except share and per share data)

 

2017

   

2016

 

Interest income

               

Interest and fees on loans

  $ 21,827     $ 21,573  

Interest on securities -- taxable

    409       1,019  

Interest on securities -- tax-exempt

    797       938  

Interest on deposits in banks

    159       20  

Total interest income

    23,192       23,550  

Interest expense

               

Interest on deposits

    1,166       1,114  

Interest on short-term borrowings

    210       516  

Interest on long-term debt

    675       809  

Total interest expense

    2,051       2,439  

Net interest income

    21,141       21,111  

Provision for loan losses

    492       1,187  

Net interest income after provision for loan losses

    20,649       19,924  

Noninterest income

               

Wealth management

    790       684  

Service charges on deposits

    3,113       3,291  

Other service charges and fees

    2,078       2,010  

Insurance commissions

    373       2,191  

Net gain on sale of securities

    -       1  

Net FDIC indemnification asset amortization

    (1,332 )     (1,159 )

Other operating income

    669       885  

Total noninterest income

    5,691       7,903  

Noninterest expense

               

Salaries and employee benefits

    8,884       10,475  

Occupancy expense

    1,248       1,531  

Furniture and equipment expense

    1,091       1,096  

Amortization of intangibles

    261       278  

FDIC premiums and assessments

    244       374  

Merger, acquisition, and divestiture expense

    -       39  

Other operating expense

    5,355       5,021  

Total noninterest expense

    17,083       18,814  

Income before income taxes

    9,257       9,013  

Income tax expense

    3,055       2,929  

Net income

    6,202       6,084  

Dividends on preferred stock

    -       -  

Net income available to common shareholders

  $ 6,202     $ 6,084  
                 

Earnings per common share

               

Basic

  $ 0.36     $ 0.34  

Diluted

    0.36       0.34  

Cash dividends per common share

    0.16       0.14  

Weighted average shares outstanding

               

Basic

    16,998,125       17,859,197  

Diluted

    17,072,174       17,892,531  

 

See Notes to Consolidated Financial Statements.

 

 

FIRST COMMUNITY BANCSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

 

   

Three Months Ended

 
   

March 31,

 
   

2017

   

2016

 

(Amounts in thousands)

               

Net income

  $ 6,202     $ 6,084  

Other comprehensive income (loss), before tax

               

Available-for-sale securities:

               

Change in net unrealized gains (losses) on securities without other-than-temporary impairment

    651       (722 )

Reclassification adjustment for net gains recognized in net income

    -       (1 )

Net unrealized gains (losses) on available-for-sale securities

    651       (723 )

Employee benefit plans:

               

Net actuarial gain (loss)

    133       (125 )

Reclassification adjustment for amortization of prior service cost and net actuarial loss recognized in net income

    64       71  

Net unrealized gains (losses) on employee benefit plans

    197       (54 )

Other comprehensive income (loss), before tax

    848       (777 )

Income tax expense (benefit)

    318       (291 )

Other comprehensive income (loss), net of tax

    530       (486 )

Total comprehensive income

  $ 6,732     $ 5,598  

 

See Notes to Consolidated Financial Statements.

 

 

FIRST COMMUNITY BANCSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

 

                                           

Accumulated

         
                   

Additional

                   

Other

         
   

Preferred

   

Common

   

Paid-in

   

Retained

   

Treasury

   

Comprehensive

         

(Amounts in thousands,

 

Stock

   

Stock

   

Capital

   

Earnings

   

Stock

   

Income (Loss)

   

Total

 

except share and per share data)

                                                       

Balance January 1, 2016

  $ -     $ 21,382     $ 227,692     $ 155,647     $ (56,457 )   $ (5,247 )   $ 343,017  

Net income

    -       -       -       6,084       -       -       6,084  

Other comprehensive loss

    -       -       -       -       -       (486 )     (486 )

Common dividends declared -- $0.14 per share

    -       -       -       (2,508 )     -       -       (2,508 )

Equity-based compensation expense

    -       -       7       -       -       -       7  

Restricted stock awards -- 12,882 shares

    -       -       18       -       222       -       240  

Issuance of treasury stock to 401(k) plan -- 7,727 shares

    -       -       8       -       134       -       142  

Purchase of treasury shares -- 487,739 shares at $18.14 per share

    -       -       -       -       (8,867 )     -       (8,867 )

Balance March 31, 2016

  $ -     $ 21,382     $ 227,725     $ 159,223     $ (64,968 )   $ (5,733 )   $ 337,629  
                                                         

Balance January 1, 2017

  $ -     $ 21,382     $ 228,142     $ 170,377     $ (78,833 )   $ (2,011 )   $ 339,057  

Net income

    -       -       -       6,202       -       -       6,202  

Other comprehensive income

    -       -       -       -       -       530       530  

Common dividends declared -- $0.16 per share

    -       -       -       (2,719 )     -       -       (2,719 )

Equity-based compensation expense

    -       -       57       -       -       -       57  

Common stock options exercised -- 1,500 shares

    -       -       (8 )     -       27       -       19  

Restricted stock awards -- 19,034 shares

    -       -       (62 )     -       342       -       280  

Issuance of treasury stock to 401(k) plan -- 5,243 shares

    -       -       47       -       95       -       142  

Purchase of treasury shares -- 6,800 shares at $24.07 per share

    -       -       -       -       (164 )     -       (164 )

Balance March 31, 2017

  $ -     $ 21,382     $ 228,176     $ 173,860     $ (78,533 )   $ (1,481 )   $ 343,404  

 

See Notes to Consolidated Financial Statements.

 

 

FIRST COMMUNITY BANCSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

   

Three Months Ended

 
   

March 31,

 

(Amounts in thousands)

 

2017

   

2016

 

Operating activities

               

Net income

  $ 6,202     $ 6,084  

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

               

Provision for loan losses

    492       1,187  

Depreciation and amortization of property, plant, and equipment

    874       937  

Amortization of premiums on investments, net

    83       898  

Amortization of FDIC indemnification asset, net

    1,332       1,159  

Amortization of intangible assets

    261       278  

Accretion on acquired loans

    (1,134 )     (1,447 )

Equity-based compensation expense

    57       7  

Restricted stock awards

    280       240  

Issuance of treasury stock to 401(k) plan

    142       142  

Loss on sale of property, plant, and equipment, net

    3       360  

Loss on sale of other real estate

    233       660  

Gain on sale of securities

    -       (1 )

Decrease in accrued interest receivable

    494       39  

Decrease in other operating activities

    1,369       641  

Net cash provided by operating activities

    10,688       11,184  

Investing activities

               

Proceeds from sale of securities available for sale

    -       16,074  

Proceeds from maturities, prepayments, and calls of securities available for sale

    7,503       10,027  

Proceeds from (originations of) loans, net

    17,945       (57,398 )

Proceeds from (payments for) FHLB stock, net

    57       (661 )

Proceeds from the FDIC

    818       1,187  

(Payments to acquire) proceeds from sale of property, plant, and equipment, net

    (849 )     659  

Proceeds from sale of other real estate

    806       2,650  

Net cash provided by (used in) investing activities

    26,280       (27,462 )

Financing activities

               

Increase in noninterest-bearing deposits, net

    39,972       1,825  

Increase (decrease) in interest-bearing deposits, net

    25,284       (419 )

Increase in federal funds purchased

    -       18,000  

Repayments of securities sold under agreements to repurchase, net

    (7,352 )     (3,953 )

Repayments of FHLB and other borrowings, net

    (15,464 )     -  

Proceeds from stock options exercised

    19       -  

Payments for repurchase of treasury stock

    (164 )     (8,867 )

Payments of common dividends

    (2,719 )     (2,508 )

Net cash provided by financing activities

    39,576       4,078  

Net increase (decrease) in cash and cash equivalents

    76,544       (12,200 )

Cash and cash equivalents at beginning of period

    76,307       51,787  

Cash and cash equivalents at end of period

  $ 152,851     $ 39,587  
                 

Supplemental disclosure -- cash flow information

               

Cash paid for interest

  $ 2,200     $ 2,471  

Cash paid for income taxes

    -       -  
                 

Supplemental transactions -- noncash items

               

Transfer of loans to other real estate

    372       1,996  

Loans originated to finance other real estate

    -       -  

 

See Notes to Consolidated Financial Statements.

 

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 1. Basis of Presentation

 

General

 

First Community Bancshares, Inc. (the “Company”), a financial holding company, was founded in 1989 and incorporated under the laws of Nevada in 1997. The Company’s principal executive office is located at One Community Place, Bluefield, Virginia. The Company provides banking products and services to individual and commercial customers through its wholly owned subsidiary First Community Bank (the “Bank”), a Virginia-chartered banking institution founded in 1874. The Bank operates as First Community Bank in Virginia, West Virginia, and North Carolina and People’s Community Bank, a Division of First Community Bank, in Tennessee. The Bank provides insurance services through its wholly owned subsidiary First Community Insurance Services (“FCIS”) and offers wealth management and investment advice through its Trust Division and wholly owned subsidiary First Community Wealth Management (“FCWM”). Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” refer to First Community Bancshares, Inc. and its subsidiaries as a consolidated entity.

 

Principles of Consolidation

 

The Company’s accounting and reporting policies conform with U.S. generally accepted accounting principles (“GAAP”) and prevailing practices in the banking industry. The consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries and eliminate all intercompany balances and transactions. The Company operates in one business segment, Community Banking, which consists of all operations, including commercial and consumer banking, lending activities, wealth management, and insurance services. Operating results for interim periods are not necessarily indicative of results that may be expected for other interim periods or for the full year. In management’s opinion, the accompanying unaudited interim condensed consolidated financial statements contain all necessary adjustments, including normal recurring accruals, and disclosures for a fair presentation.

 

The condensed consolidated balance sheet as of December 31, 2016, has been derived from the audited consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2016 (the “2016 Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2017.

 

Reclassifications

 

Certain amounts reported in prior years have been reclassified to conform to the current year’s presentation. These reclassifications had no effect on the Company’s results of operations, financial position, or cash flow.

 

Use of Estimates

 

Preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that require the most subjective or complex judgments relate to fair value measurements, investment securities, the allowance for loan losses, the Federal Deposit Insurance Corporation (“FDIC”) indemnification asset, goodwill and other intangible assets, and income taxes. A discussion of the Company’s application of critical accounting estimates is included in “Critical Accounting Estimates” in Item 2 of this report.

 

Significant Accounting Policies

 

A complete and detailed description of the Company’s significant accounting policies is included in Note 1, “Basis of Presentation and Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in Part II, Item 8 of the Company’s 2016 Form 10-K.

 

Recent Accounting Standards

 

Standards Adopted

 

In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, “Intangibles -- Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment.” This ASU removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The update should be applied prospectively. The Company early adopted ASU 2017-04 in the first quarter of 2017. The adoption of the standard did not have an effect on the Company’s financial statements.

 

 

In January 2017, the FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings.” This ASU requires registrants to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, additional qualitative disclosures should be considered to assist the reader in assessing the significance of the standard's impact on its financial statements. The Company adopted ASU 2017-03 in the first quarter of 2017. The adoption of the standard resulted in enhanced disclosures regarding the impact that recently issued accounting standards adopted in a future period will have on the Company’s financial statements and disclosures. See “Standards Not Yet Adopted” below.

 

In March 2016, the FASB issued ASU 2016-09, “Compensation -- Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for share-based payment award transactions including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance eliminates additional paid-in capital pools for equity-based awards and requires that the related income tax effects of awards be recognized in the income statement. The guidance also allows an employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The Company adopted ASU 2016-09 in the first quarter of 2017 on a prospective basis and elected to account for forfeitures of share-based awards as they occur. Excess tax benefits on share-based awards in the statement of cash flows in prior periods have not been adjusted. The adoption of the standard did not have a material effect on the Company’s financial statements.

 

Standards Not Yet Adopted

 

In March 2017, the FASB issued ASU 2017-08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Securities.” This ASU amends the amortization period for certain purchased callable debt securities held at a premium. ASU 2017-08 will be effective for the Company for fiscal years beginning after December 15, 2018. The Company expects to adopt ASU 2017-08 in the first quarter of 2019. The Company is evaluating the impact of the standard and does not expect the guidance to have a material effect on its financial statements.

 

In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” This ASU intends to improve the presentation of net periodic pension cost and net periodic postretirement benefit costs in the income statement and to narrow the amounts eligible for capitalization in assets. ASU 2017-07 will be effective for the Company for fiscal years beginning after December 15, 2017. The Company expects to adopt ASU 2017-07 in the first quarter of 2018. The Company is evaluating the impact of the standard and does not expect the guidance to have a material effect on its financial statements.

 

In February 2017, the FASB issued ASU 2017-06, “Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting.” This ASU intends to reduce diversity and improve the usefulness of information provided by employee benefit plans that hold interests in master trusts. ASU 2017-06 will be effective for the Company for fiscal years beginning after December 15, 2018. The Company expects to adopt ASU 2017-06 in the first quarter of 2019. The Company is evaluating the impact of the standard and does not expect the guidance to have a material effect on its financial statements.

 

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” This ASU requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 will be effective for the Company for fiscal years beginning after December 15, 2017. The Company expects to adopt ASU 2016-18 in the first quarter of 2018. The Company is evaluating the impact of the standard and does not expect the guidance to have a material effect on its financial statements.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This ASU makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 will be effective for the Company for fiscal years beginning after December 15, 2017, with early adoption permitted. The update should be applied on a retrospective basis, if practicable. The Company expects to adopt ASU 2016-15 in the first quarter of 2018. The Company is evaluating the impact of the standard and does not expect the guidance to have a material effect on its financial statements.

 

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments -- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU intends to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. This ASU requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, the update amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 will be effective for the Company for fiscal years beginning after December 15, 2019, with early adoption permitted for fiscal years beginning after December 15, 2018. The Company expects to adopt ASU 2016-13 in the first quarter of 2020 and recognize a cumulative adjustment to retained earnings as of the beginning of the year of adoption. The Company is evaluating the impact of the standard.

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This ASU increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requiring more disclosures related to leasing transactions. ASU 2016-02 will be effective for the Company for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company expects to adopt ASU 2016-02 in the first quarter of 2019. The Company leases certain banking offices under lease agreements it classifies as operating leases. The Company is evaluating the impact of the standard and expects an increase in assets and liabilities; however, the Company does not expect the guidance to have a material effect on its financial statements.

 

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments -- Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The new guidance also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 will be effective for the Company for fiscal years beginning after December 15, 2017, with early adoption permitted for the instrument-specific credit risk provision. The Company expects to adopt ASU 2016-01 in the first quarter of 2018. The Company is evaluating the impact of the standard and does not expect to recognize a significant cumulative effect adjustment to retained earnings at the beginning of the year of adoption or expect the guidance to have a material effect on its financial statements. The cumulative-effect adjustment will be dependent on the composition and fair value of the Company’s equity securities portfolio at the adoption date.

 

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” This ASU’s core principle is that an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under existing guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers” deferring the effective date of ASU 2014-09 for the Company until fiscal years beginning after December 15, 2017, with early adoption permitted for fiscal years beginning after December 15, 2016. Additional revenue related standards to be adopted concurrently with ASU 2014-09 include ASU 2017-05, ASU 2016-20, ASU 2016-12, ASU 2016-10, and ASU 2016-08. The Company expects to adopt ASU 2014-09, and related updates, in the first quarter of 2018 and recognize a cumulative adjustment to retained earnings as of the beginning of the year of adoption. The Company’s primary source of revenue is interest income, which is excluded from the scope of this guidance; however, the Company is evaluating the impact of the standard on other income, which includes fees for services, commissions on sales, and various deposit service charges. The Company does not expect the guidance to have a material effect on its financial statements.

 

The Company does not expect other recent accounting standards issued by the FASB or other standards-setting bodies to have a material impact on the consolidated financial statements.

 

 

Note 2. Investment Securities

 

The following tables present the amortized cost and fair value of available-for-sale securities, including gross unrealized gains and losses, as of the dates indicated:

 

   

March 31, 2017

 
   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 
   

Cost

   

Gains

   

Losses

   

Value

 

(Amounts in thousands)

                               

U.S. Agency securities

  $ 1,312     $ 8     $ -     $ 1,320  

Municipal securities

    106,853       2,425       (427 )     108,851  

Single issue trust preferred securities

    22,112       -       (1,836 )     20,276  

Mortgage-backed Agency securities

    28,572       75       (482 )     28,165  

Equity securities

    55       18       -       73  

Total securities available for sale

  $ 158,904     $ 2,526     $ (2,745 )   $ 158,685  

 

   

December 31, 2016

 
   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 
   

Cost

   

Gains

   

Losses

   

Value

 

(Amounts in thousands)

                               

U.S. Agency securities

  $ 1,342     $ 3     $ -     $ 1,345  

Municipal securities

    111,659       2,258       (586 )     113,331  

Single issue trust preferred securities

    22,104       -       (2,165 )     19,939  

Mortgage-backed Agency securities

    31,290       66       (465 )     30,891  

Equity securities

    55       18       -       73  

Total securities available for sale

  $ 166,450     $ 2,345     $ (3,216 )   $ 165,579  

 

The following tables present the amortized cost and fair value of held-to-maturity securities, including gross unrealized gains and losses, as of the dates indicated:

 

   

March 31, 2017

 
   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 
   

Cost

   

Gains

   

Losses

   

Value

 

(Amounts in thousands)

                               

U.S. Agency securities

  $ 36,725     $ 82     $ -     $ 36,807  

Corporate securities

    10,367       22       -       10,389  

Total securities held to maturity

  $ 47,092     $ 104     $ -     $ 47,196  

 

   

December 31, 2016

 
   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 
   

Cost

   

Gains

   

Losses

   

Value

 

(Amounts in thousands)

                               

U.S. Agency securities

  $ 36,741     $ 124     $ -     $ 36,865  

Corporate securities

    10,392       11       (2 )     10,401  

Total securities held to maturity

  $ 47,133     $ 135     $ (2 )   $ 47,266  

 

 

The following table presents the amortized cost and aggregate fair value of available-for-sale securities and held-to-maturity securities, by contractual maturity, as of the date indicated. Actual maturities could differ from contractual maturities because issuers may have the right to call or prepay obligations with or without penalties.

 

   

March 31, 2017

 
   

Amortized

         

(Amounts in thousands)

 

Cost

   

Fair Value

 

Available-for-sale securities

               

Due within one year

  $ 650     $ 653  

Due after one year but within five years

    2,787       2,862  

Due after five years but within ten years

    107,291       107,929  

Due after ten years

    19,549       19,003  
      130,277       130,447  

Mortgage-backed securities

    28,572       28,165  

Equity securities

    55       73  

Total securities available for sale

  $ 158,904     $ 158,685  
                 

Held-to-maturity securities

               

Due within one year

  $ 21,844     $ 21,844  

Due after one year but within five years

    25,248       25,352  

Due after five years but within ten years

    -       -  

Due after ten years

    -       -  

Total securities held to maturity

  $ 47,092     $ 47,196  

 

The following tables present the fair values and unrealized losses for available-for-sale securities in a continuous unrealized loss position for less than 12 months and for 12 months or longer as of the dates indicated:

 

   

March 31, 2017

 
   

Less than 12 Months

   

12 Months or Longer

   

Total

 
   

Fair

   

Unrealized

   

Fair

   

Unrealized

   

Fair

   

Unrealized

 
   

Value

   

Losses

   

Value

   

Losses

   

Value

   

Losses

 

(Amounts in thousands)

                                               

Municipal securities

  $ 20,153     $ (375 )   $ 721     $ (52 )   $ 20,874     $ (427 )

Single issue trust preferred securities

    -       -       20,276       (1,836 )     20,276       (1,836 )

Mortgage-backed Agency securities

    13,648       (191 )     10,283       (291 )     23,931       (482 )

Total

  $ 33,801     $ (566 )   $ 31,280     $ (2,179 )   $ 65,081     $ (2,745 )

 

   

December 31, 2016

 
   

Less than 12 Months

   

12 Months or Longer

   

Total

 
   

Fair

   

Unrealized

   

Fair

   

Unrealized

   

Fair

   

Unrealized

 
   

Value

   

Losses

   

Value

   

Losses

   

Value

   

Losses

 

(Amounts in thousands)

                                               

Municipal securities

  $ 24,252     $ (527 )   $ 715     $ (59 )   $ 24,967     $ (586 )

Single issue trust preferred securities

    -       -       19,939       (2,165 )     19,939       (2,165 )

Mortgage-backed Agency securities

    12,834       (166 )     11,851       (299 )     24,685       (465 )

Total

  $ 37,086     $ (693 )   $ 32,505     $ (2,523 )   $ 69,591     $ (3,216 )

 

 

There were no unrealized losses for held-to-maturity securities as of March 31, 2017. The following table presents the fair values and unrealized losses for held-to-maturity securities in a continuous unrealized loss position for less than 12 months and for 12 months or longer as of the date indicated:

 

   

December 31, 2016

 
   

Less than 12 Months

   

12 Months or Longer

   

Total

 
   

Fair

   

Unrealized

   

Fair

   

Unrealized

   

Fair

   

Unrealized

 
   

Value

   

Losses

   

Value

   

Losses

   

Value

   

Losses

 

(Amounts in thousands)

                                               

Corporate securities

  $ 3,533     $ (2 )   $ -     $ -     $ 3,533     $ (2 )

Total

  $ 3,533     $ (2 )   $ -     $ -     $ 3,533     $ (2 )

 

There were 73 individual securities in an unrealized loss position as of March 31, 2017, and their combined depreciation in value represented 1.33% of the investment securities portfolio. There were 82 individual securities in an unrealized loss position as of December 31, 2016, and their combined depreciation in value represented 1.51% of the investment securities portfolio.

 

The Company reviews its investment portfolio quarterly for indications of other-than-temporary impairment (“OTTI”). The initial indicator of OTTI for both debt and equity securities is a decline in fair value below book value and the severity and duration of the decline. For debt securities, the credit-related OTTI is recognized as a charge to noninterest income and the noncredit-related OTTI is recognized in other comprehensive income (“OCI”). During the three months ended March 31, 2017 and 2016, the Company incurred no OTTI charges on debt securities. Temporary impairment on debt securities is primarily related to changes in benchmark interest rates, changes in pricing in the credit markets, and other current economic factors. For equity securities, the OTTI is recognized as a charge to noninterest income. During the three months ended March 31, 2017 and 2016, the Company incurred no OTTI charges related to equity securities.

 

The carrying amount of securities pledged for various purposes totaled $133.79 million as of March 31, 2017, and $139.75 million as of December 31, 2016.

 

The following table presents gross realized gains and losses from the sale of available-for-sale securities for the periods indicated:

 

   

Three Months Ended

 
   

March 31,

 
   

2017

   

2016

 

(Amounts in thousands)

               

Gross realized gains

  $ -     $ 132  

Gross realized losses

    -       (131 )

Net gain on sale of securities

  $ -     $ 1  

 

Note 3. Loans

 

The Company groups loans held for investment into three segments (commercial loans, consumer real estate loans, and consumer and other loans) with each segment divided into various classes. Covered loans are those loans acquired in Federal Deposit Insurance Corporation (“FDIC”) assisted transactions that are covered by loss share agreements. Customer overdrafts reclassified as loans totaled $1.28 million as of March 31, 2017, and $1.41 million as of December 31, 2016. Deferred loan fees totaled $3.75 million for the three months ended March 31, 2017, and $3.94 million for the same period of the prior year. For information about off-balance sheet financing, see Note 14, “Litigation, Commitments, and Contingencies,” to the Condensed Consolidated Financial Statements of this report.

 

 

The following table presents loans, net of unearned income with non-covered loans and by loan class, as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands)

 

Amount

   

Percent

   

Amount

   

Percent

 

Non-covered loans held for investment

                               

Commercial loans

                               

Construction, development, and other land

  $ 61,070       3.33 %   $ 56,948       3.07 %

Commercial and industrial

    88,370       4.81 %     92,204       4.98 %

Multi-family residential

    143,847       7.84 %     134,228       7.24 %

Single family non-owner occupied

    143,308       7.81 %     142,965       7.72 %

Non-farm, non-residential

    584,064       31.81 %     598,674       32.31 %

Agricultural

    6,133       0.33 %     6,003       0.32 %

Farmland

    29,241       1.59 %     31,729       1.71 %

Total commercial loans

    1,056,033       57.52 %     1,062,751       57.35 %

Consumer real estate loans

                               

Home equity lines

    104,817       5.71 %     106,361       5.74 %

Single family owner occupied

    500,394       27.26 %     500,891       27.03 %

Owner occupied construction

    45,346       2.47 %     44,535       2.41 %

Total consumer real estate loans

    650,557       35.44 %     651,787       35.18 %

Consumer and other loans

                               

Consumer loans

    73,634       4.01 %     77,445       4.18 %

Other

    4,147       0.23 %     3,971       0.21 %

Total consumer and other loans

    77,781       4.24 %     81,416       4.39 %

Total non-covered loans

    1,784,371       97.20 %     1,795,954       96.92 %

Total covered loans

    51,412       2.80 %     56,994       3.08 %

Total loans held for investment, net of unearned income

  $ 1,835,783       100.00 %   $ 1,852,948       100.00 %

 

The following table presents the covered loan portfolio, by loan class, as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands)

               

Covered loans

               

Commercial loans

               

Construction, development, and other land

  $ 4,337     $ 4,570  

Commercial and industrial

    637       895  

Multi-family residential

    4       8  

Single family non-owner occupied

    980       962  

Non-farm, non-residential

    6,020       7,512  

Agricultural

    25       25  

Farmland

    386       397  

Total commercial loans

    12,389       14,369  

Consumer real estate loans

               

Home equity lines

    32,943       35,817  

Single family owner occupied

    6,080       6,729  

Total consumer real estate loans

    39,023       42,546  

Consumer and other loans

               

Consumer loans

    -       79  

Total covered loans

  $ 51,412     $ 56,994  

 

The Company identifies certain purchased loans as impaired when fair values are established at acquisition and groups those purchased credit impaired (“PCI”) loans into loan pools with common risk characteristics. The Company estimates cash flows to be collected on PCI loans and discounts those cash flows at a market rate of interest.

 

 

The following table presents the recorded investment and contractual unpaid principal balance of PCI loans, by acquisition, as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands)

 

Recorded Investment

   

Unpaid Principal

Balance

   

Recorded Investment

   

Unpaid Principal

Balance

 

PCI Loans, by acquisition

                               

Peoples

  $ 5,078     $ 8,713     $ 5,576     $ 9,397  

Waccamaw

    19,409       41,762       21,758       45,030  

Other acquired

    1,071       1,097       1,095       1,121  

Total PCI Loans

  $ 25,558     $ 51,572     $ 28,429     $ 55,548  

 

The following table presents the changes in the accretable yield on PCI loans, by acquisition, during the periods indicated:

 

   

Peoples

   

Waccamaw

   

Total

 

(Amounts in thousands)

                       

Balance January 1, 2016

  $ 3,589     $ 26,109     $ 29,698  

Accretion

    (459 )     (1,484 )     (1,943 )

Reclassifications from nonaccretable difference(1)

    (221 )     (272 )     (493 )

Other changes, net

    1,724       598       2,322  

Balance March 31, 2016

  $ 4,633     $ 24,951     $ 29,584  
                         

Balance January 1, 2017

  $ 4,392     $ 21,834     $ 26,226  

Accretion

    (295 )     (1,270 )     (1,565 )

Reclassifications from nonaccretable difference(1)

    578       1,301       1,879  

Other changes, net

    (107 )     (175 )     (282 )

Balance March 31, 2017

  $ 4,568     $ 21,690     $ 26,258  

                                                                                          

(1)  Represents changes attributable to expected loss assumptions

 

 Note 4. Credit Quality

 

The Company uses a risk grading matrix to assign a risk grade to each loan in its portfolio. Loan risk ratings may be upgraded or downgraded to reflect current information identified during the loan review process. The general characteristics of each risk grade are as follows:

 

 

Pass -- This grade is assigned to loans with acceptable credit quality and risk. The Company further segments this grade based on borrower characteristics that include capital strength, earnings stability, liquidity, leverage, and industry conditions.

 

Special Mention -- This grade is assigned to loans that require an above average degree of supervision and attention. These loans have the characteristics of an asset with acceptable credit quality and risk; however, adverse economic or financial conditions exist that create potential weaknesses deserving of management’s close attention. If potential weaknesses are not corrected, the prospect of repayment may worsen.

 

Substandard -- This grade is assigned to loans that have well defined weaknesses that may make payment default, or principal exposure, possible. These loans will likely be dependent on collateral liquidation, secondary repayment sources, or events outside the normal course of business to meet repayment terms.

 

Doubtful -- This grade is assigned to loans that have the weaknesses inherent in substandard loans; however, the weaknesses are so severe that collection or liquidation in full is unlikely based on current facts, conditions, and values. Due to certain specific pending factors, the amount of loss cannot yet be determined.

 

Loss -- This grade is assigned to loans that will be charged off or charged down when payments, including the timing and value of payments, are uncertain. This risk grade does not imply that the asset has no recovery or salvage value, but simply means that it is not practical or desirable to defer writing off, either all or a portion of, the loan balance even though partial recovery may be realized in the future.

 

 

The following tables present the recorded investment of the loan portfolio, by loan class and credit quality, as of the dates indicated. Losses on covered loans are generally reimbursable by the FDIC at the applicable loss share percentage, 80%; therefore, covered loans are disclosed separately.

 

   

March 31, 2017

 
           

Special

                                 

(Amounts in thousands)

 

Pass

   

Mention

   

Substandard

   

Doubtful

   

Loss

   

Total

 

Non-covered loans

                                               

Commercial loans

                                               

Construction, development, and other land

  $ 59,923     $ 745     $ 402     $ -     $ -     $ 61,070  

Commercial and industrial

    82,879       2,125       3,366       -       -       88,370  

Multi-family residential

    135,915       7,178       754       -       -       143,847  

Single family non-owner occupied

    132,231       5,545       5,532       -       -       143,308  

Non-farm, non-residential

    565,814       9,912       8,136       202       -       584,064  

Agricultural

    5,739       266       128       -       -       6,133  

Farmland

    26,976       828       1,437       -       -       29,241  

Consumer real estate loans

                                               

Home equity lines

    102,487       851       1,479       -       -       104,817  

Single family owner occupied

    473,505       4,260       22,629       -       -       500,394  

Owner occupied construction

    44,704       -       235       407       -       45,346  

Consumer and other loans

                                               

Consumer loans

    73,460       3       171       -       -       73,634  

Other

    4,147       -       -       -       -       4,147  

Total non-covered loans

    1,707,780       31,713       44,269       609       -       1,784,371  

Covered loans

                                               

Commercial loans

                                               

Construction, development, and other land

    2,585       359       1,393       -       -       4,337  

Commercial and industrial

    625       -       12       -       -       637  

Multi-family residential

    1       -       3       -       -       4  

Single family non-owner occupied

    863       31       86       -       -       980  

Non-farm, non-residential

    4,948       516       556       -       -       6,020  

Agricultural

    25       -       -       -       -       25  

Farmland

    125       -       261       -       -       386  

Consumer real estate loans

                                               

Home equity lines

    13,627       18,589       727       -       -       32,943  

Single family owner occupied

    4,089       896       1,095       -       -       6,080  

Consumer and other loans

                                               

Consumer loans

    -       -       -       -       -       -  

Total covered loans

    26,888       20,391       4,133       -       -       51,412  

Total loans

  $ 1,734,668     $ 52,104     $ 48,402     $ 609     $ -     $ 1,835,783  

 

 

   

December 31, 2016

 
           

Special

                                 

(Amounts in thousands)

 

Pass

   

Mention

   

Substandard

   

Doubtful

   

Loss

   

Total

 

Non-covered loans

                                               

Commercial loans

                                               

Construction, development, and other land

  $ 55,188     $ 980     $ 780     $ -     $ -     $ 56,948  

Commercial and industrial

    87,581       3,483       1,137       -       3       92,204  

Multi-family residential

    126,468       6,992       768       -       -       134,228  

Single family non-owner occupied

    131,934       5,466       5,565       -       -       142,965  

Non-farm, non-residential

    579,134       10,236       9,102       202       -       598,674  

Agricultural

    5,839       164       -       -       -       6,003  

Farmland

    28,887       1,223       1,619       -       -       31,729  

Consumer real estate loans

                                               

Home equity lines

    104,033       871       1,457       -       -       106,361  

Single family owner occupied

    475,402       4,636       20,381       472       -       500,891  

Owner occupied construction

    43,833       -       702       -       -       44,535  

Consumer and other loans

                                               

Consumer loans

    77,218       11       216       -       -       77,445  

Other

    3,971       -       -       -       -       3,971  

Total non-covered loans

    1,719,488       34,062       41,727       674       3       1,795,954  

Covered loans

                                               

Commercial loans

                                               

Construction, development, and other land

    2,768       803       999       -       -       4,570  

Commercial and industrial

    882       -       13       -       -       895  

Multi-family residential

    -       -       8       -       -       8  

Single family non-owner occupied

    796       63       103       -       -       962  

Non-farm, non-residential

    6,423       537       552       -       -       7,512  

Agricultural

    25       -       -       -       -       25  

Farmland

    132       -       265       -       -       397  

Consumer real estate loans

                                               

Home equity lines

    14,283       20,763       771       -       -       35,817  

Single family owner occupied

    4,601       928       1,200       -       -       6,729  

Consumer and other loans

                                               

Consumer loans

    79       -       -       -       -       79  

Total covered loans

    29,989       23,094       3,911       -       -       56,994  

Total loans

  $ 1,749,477     $ 57,156     $ 45,638     $ 674     $ 3     $ 1,852,948  

 

The Company identifies loans for potential impairment through a variety of means, including, but not limited to, ongoing loan review, renewal processes, delinquency data, market communications, and public information. If the Company determines that it is probable all principal and interest amounts contractually due will not be collected, the loan is generally deemed impaired.

 

 

The following table presents the recorded investment, unpaid principal balance, and related allowance for loan losses for impaired loans, excluding PCI loans, as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 
           

Unpaid

                   

Unpaid

         
   

Recorded

   

Principal

   

Related

   

Recorded

   

Principal

   

Related

 

(Amounts in thousands)

 

Investment

   

Balance

   

Allowance

   

Investment

   

Balance

   

Allowance

 

Impaired loans with no related allowance

                                               

Commercial loans

                                               

Construction, development, and other land

  $ 11     $ 11     $ -     $ 33     $ 35     $ -  

Commercial and industrial

    327       345       -       346       383       -  

Multi-family residential

    355       436       -       294       369       -  

Single family non-owner occupied

    3,323       3,515       -       3,084       3,334       -  

Non-farm, non-residential

    2,746       3,461       -       3,829       4,534       -  

Agricultural

    128       128       -       -       -       -  

Farmland

    1,013       1,048       -       1,161       1,188       -  

Consumer real estate loans

                                               

Home equity lines

    1,037       1,098       -       913       968       -  

Single family owner occupied

    12,264       13,136       -       11,779       12,630       -  

Owner occupied construction

    236       236       -       573       589       -  

Consumer and other loans

                                               

Consumer loans

    47       49       -       62       103       -  

Total impaired loans with no allowance

    21,487       23,463       -       22,074       24,133       -  
                                                 

Impaired loans with a related allowance

                                               

Commercial loans

                                               

Construction, development, and other land

    434       434       10       -       -       -  

Commercial and industrial

    2,393       2,393       235       -       -       -  

Single family non-owner occupied

    347       347       65       351       351       31  

Non-farm, non-residential

    1,169       1,169       158       -       -       -  

Farmland

    -       -       -       430       430       18  

Consumer real estate loans

                                               

Home equity lines

    419       422       21       -       -       -  

Single family owner occupied

    6,446       6,509       781       4,118       4,174       770  

Total impaired loans with an allowance

    11,208       11,274       1,270       4,899       4,955       819  

Total impaired loans(1)

  $ 32,695     $ 34,737     $ 1,270     $ 26,973     $ 29,088     $ 819  

                                                                                                                   

(1)

Includes loans totaling $16.99 million as of March 31, 2017, and $16.89 million as of December 31, 2016, that do not meet the Company's evaluation threshold for individual impairment and are therefore collectively evaluated for impairment

 

 

The following table presents the average recorded investment and interest income recognized on impaired loans, excluding PCI loans, for the periods indicated:

 

   

Three Months Ended March 31,

 
   

2017

   

2016

 

(Amounts in thousands)

 

Interest

Income

Recognized

   

Average

Recorded

Investment

   

Interest

Income

Recognized

   

Average

Recorded

Investment

 

Impaired loans with no related allowance:

                               

Commercial loans

                               

Construction, development, and other land

  $ -     $ 11     $ -     $ 169  

Commercial and industrial

    2       330       -       147  

Multi-family residential

    -       356       -       68  

Single family non-owner occupied

    43       3,326       16       2,018  

Non-farm, non-residential

    4       2,725       71       11,735  

Agricultural

    -       126       -       -  

Farmland

    -       1,006       -       145  

Consumer real estate loans

                               

Home equity lines

    15       1,042       7       1,346  

Single family owner occupied

    87       12,203       54       11,070  

Owner occupied construction

    3       233       3       241  

Consumer and other loans

                               

Consumer loans

    -       50       -       35  

Total impaired loans with no related allowance

    154       21,408       151       26,974  
                                 

Impaired loans with a related allowance:

                               

Commercial loans

                               

Construction, development, and other land

    -       428       -       -  

Commercial and industrial

    15       312       -       -  

Single family non-owner occupied

    8       343       7       358  

Non-farm, non-residential

    10       1,154       88       5,358  

Consumer real estate loans

                               

Home equity lines

    -       417       -       -  

Single family owner occupied

    35       6,373       38       4,961  

Owner occupied construction

    -       -       -       346  

Total impaired loans with a related allowance

    68       9,027       133       11,023  

Total impaired loans

  $ 222     $ 30,435     $ 284     $ 37,997  

 

The following tables provide information on impaired PCI loan pools as of and for the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands, except impaired loan pools)

               

Unpaid principal balance

  $ 1,068     $ 1,086  

Recorded investment

    1,064       1,085  

Allowance for loan losses related to PCI loan pools

    12       12  
                 

Impaired PCI loan pools

    1       1  

 

   

Three Months Ended March 31,

 
   

2017

   

2016

 

(Amounts in thousands)

               

Interest income recognized

  $ 10     $ 83  

Average recorded investment

    1,075       2,791  

 

 

The Company generally places a loan on nonaccrual status when it is 90 days or more past due. PCI loans are generally not classified as nonaccrual due to the accrual of interest income under the accretion method of accounting. The following table presents nonaccrual loans, by loan class, as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands)

 

Non-covered

   

Covered

   

Total

   

Non-covered

   

Covered

   

Total

 

Commercial loans

                                               

Construction, development, and other land

  $ 185     $ 452     $ 637     $ 72     $ 32     $ 104  

Commercial and industrial

    206       12       218       332       13       345  

Multi-family residential

    355       -       355       294       -       294  

Single family non-owner occupied

    1,194       23       1,217       1,242       24       1,266  

Non-farm, non-residential

    3,468       28       3,496       3,295       30       3,325  

Agricultural

    128       -       128       -       -       -  

Farmland

    1,432       -       1,432       1,591       -       1,591  

Consumer real estate loans

                                               

Home equity lines

    833       298       1,131       705       400       1,105  

Single family owner occupied

    10,691       105       10,796       7,924       109       8,033  

Owner occupied construction

    -       -       -       336       -       336  

Consumer and other loans

                                               

Consumer loans

    45       -       45       63       -       63  

Total nonaccrual loans

  $ 18,537     $ 918     $ 19,455     $ 15,854     $ 608     $ 16,462  

 

 

The following tables present the aging of past due loans, by loan class, as of the dates indicated. Nonaccrual loans 30 days or more past due are included in the applicable delinquency category. Loans acquired with credit deterioration, with a discount, continue to accrue interest based on expected cash flows; therefore, PCI loans are not generally considered nonaccrual. Non-covered accruing loans contractually past due 90 days or more totaled $20 thousand as of March 31, 2017. There were no non-covered accruing loans contractually past due 90 days or more as of December 31, 2016.

 

   

March 31, 2017

 
   

30 - 59 Days

   

60 - 89 Days

   

90+ Days

   

Total

   

Current

   

Total

 

(Amounts in thousands)

 

Past Due

   

Past Due

   

Past Due

   

Past Due

   

Loans

   

Loans

 

Non-covered loans

                                               

Commercial loans

                                               

Construction, development, and other land

  $ 4     $ -     $ -     $ 4     $ 61,066     $ 61,070  

Commercial and industrial

    23       497       147       667       87,703       88,370  

Multi-family residential

    399       -       69       468       143,379       143,847  

Single family non-owner occupied

    571       186       571       1,328       141,980       143,308  

Non-farm, non-residential

    481       732       1,816       3,029       581,035       584,064  

Agricultural

    -       -       128       128       6,005       6,133  

Farmland

    148       -       343       491       28,750       29,241  

Consumer real estate loans

                                               

Home equity lines

    160       84       326       570       104,247       104,817  

Single family owner occupied

    4,100       1,984       4,974       11,058       489,336       500,394  

Owner occupied construction

    102       280       -       382       44,964       45,346  

Consumer and other loans

                                               

Consumer loans

    146       23       33       202       73,432       73,634  

Other

    114       35       -       149       3,998       4,147  

Total non-covered loans

    6,248       3,821       8,407       18,476       1,765,895       1,784,371  

Covered loans

                                               

Commercial loans

                                               

Construction, development, and other land

    440       -       452       892       3,445       4,337  

Commercial and industrial

    -       -       -       -       637       637  

Multi-family residential

    -       -       -       -       4       4  

Single family non-owner occupied

    23       -       -       23       957       980  

Non-farm, non-residential

    -       -       -       -       6,020       6,020  

Agricultural

    -       -       -       -       25       25  

Farmland

    -       -       -       -       386       386  

Consumer real estate loans

                                               

Home equity lines

    64       50       45       159       32,784       32,943  

Single family owner occupied

    217       25       39       281       5,799       6,080  

Owner occupied construction

    -       -       -       -       -       -  

Consumer and other loans

                                               

Consumer loans

     -       -       -       -       -       -  

Total covered loans

    744       75       536       1,355       50,057       51,412  

Total loans

  $ 6,992     $ 3,896     $ 8,943     $ 19,831     $ 1,815,952     $ 1,835,783  

 

 

   

December 31, 2016

 
   

30 - 59 Days

   

60 - 89 Days

   

90+ Days

   

Total

   

Current

   

Total

 

(Amounts in thousands)

 

Past Due

   

Past Due

   

Past Due

   

Past Due

   

Loans

   

Loans

 

Non-covered loans

                                               

Commercial loans

                                               

Construction, development, and other land

  $ 33     $ 5     $ 17     $ 55     $ 56,893     $ 56,948  

Commercial and industrial

    174       30       149       353       91,851       92,204  

Multi-family residential

    163       -       281       444       133,784       134,228  

Single family non-owner occupied

    1,302       159       835       2,296       140,669       142,965  

Non-farm, non-residential

    1,235       332       2,169       3,736       594,938       598,674  

Agricultural

    -       5       -       5       5,998       6,003  

Farmland

    224       343       565       1,132       30,597       31,729  

Consumer real estate loans

                                               

Home equity lines

    78       136       658       872       105,489       106,361  

Single family owner occupied

    4,777       2,408       3,311       10,496       490,395       500,891  

Owner occupied construction

    342       336       -       678       43,857       44,535  

Consumer and other loans

                                               

Consumer loans

    371       90       15       476       76,969       77,445  

Other

    -       -       -       -       3,971       3,971  

Total non-covered loans

    8,699       3,844       8,000       20,543       1,775,411       1,795,954  

Covered loans

                                               

Commercial loans

                                               

Construction, development, and other land

    434       -       32       466       4,104       4,570  

Commercial and industrial

    -       -       -       -       895       895  

Multi-family residential

    -       -       -       -       8       8  

Single family non-owner occupied

    24       -       -       24       938       962  

Non-farm, non-residential

    32       -       -       32       7,480       7,512  

Agricultural

    -       -       -       -       25       25  

Farmland

    -       -       -       -       397       397  

Consumer real estate loans

                                               

Home equity lines

    108       146       62       316       35,501       35,817  

Single family owner occupied

    58       -       39       97       6,632       6,729  

Owner occupied construction

    -       -       -       -       -       -  

Consumer and other loans

                                               

Consumer loans

    -       -       -       -       79       79  

Total covered loans

    656       146       133       935       56,059       56,994  

Total loans

  $ 9,355     $ 3,990     $ 8,133     $ 21,478     $ 1,831,470     $ 1,852,948  

 

The Company may make concessions in interest rates, loan terms and/or amortization terms when restructuring loans for borrowers experiencing financial difficulty. Restructured loans in excess of $250 thousand are evaluated for a specific reserve based on either the collateral or net present value method, whichever is most applicable. Restructured loans under $250 thousand are subject to the reserve calculation at the historical loss rate for classified loans. Certain troubled debt restructurings (“TDRs”) are classified as nonperforming at the time of restructuring and are returned to performing status after six months of satisfactory payment performance; however, these loans remain identified as impaired until full payment or other satisfaction of the obligation occurs. PCI loans are generally not considered TDRs as long as the loans remain in the assigned loan pool. No covered loans were recorded as TDRs as of March 31, 2017, or December 31, 2016.

 

 

The following table presents loans modified as TDRs, by loan class and accrual status, as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands)

 

Nonaccrual(1)

   

Accruing

   

Total

   

Nonaccrual(1)

   

Accruing

   

Total

 

Commercial loans

                                               

Single family non-owner occupied

  $ 35     $ 880     $ 915     $ 38     $ 892     $ 930  

Non-farm, non-residential

    -       295       295       -       4,160       4,160  

Consumer real estate loans

                                               

Home equity lines

    -       152       152       -       158       158  

Single family owner occupied

    1,060       7,031       8,091       905       7,503       8,408  

Owner occupied construction

    333       235       568       341       239       580  

Total TDRs

  $ 1,428     $ 8,593     $ 10,021     $ 1,284     $ 12,952     $ 14,236  

Allowance for loan losses related to TDRs

                  $ 707                     $ 670  

                                                                                                                       

(1)

Nonaccrual TDRs are included in total nonaccrual loans disclosed in the nonaccrual table above.

 

The following table presents interest income recognized on TDRs for the periods indicated:

 

   

Three Months Ended March 31,

 
   

2017

   

2016

 

(Amounts in thousands)

               

Interest income recognized

  $ 84     $ 78  

 

There were no loans modified as TDRs during the three months ended March 31, 2017, or 2016. There were no payment defaults on loans modified as TDRs that were restructured within the previous 12 months as of March 31, 2017 or 2016.

 

The following table provides information about other real estate owned (“OREO”), which consists of properties acquired through foreclosure, as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands)

               

Non-covered OREO

  $ 4,477     $ 5,109  

Covered OREO

    241       276  

Total OREO

  $ 4,718     $ 5,385  
                 

Non-covered OREO secured by residential real estate

  $ 1,681     $ 1,746  

Residential real estate loans in the foreclosure process(1)

    4,062       2,539  

                                                                                                                                                                  

(1)

The recorded investment in consumer mortgage loans collateralized by residential real estate that are in the process of foreclosure according to local requirements of the applicable jurisdiction.

  

 

Note 5. Allowance for Loan Losses

 

The following tables present the changes in the allowance for loan losses, by loan segment, during the periods indicated:

 

   

Three Months Ended March 31, 2017

 

(Amounts in thousands)

 

Commercial

   

Consumer Real

Estate

   

Consumer and

Other

   

Total

Allowance

 

Allowance, excluding PCI

                               

Beginning balance

  $ 11,690     $ 5,487     $ 759     $ 17,936  

Provision for loan losses charged to operations

    85       246       161       492  

Charge-offs

    (29 )     (77 )     (251 )     (357 )

Recoveries

    226       78       71       375  

Net recoveries (charge-offs)

    197       1       (180 )     18  

Ending balance

  $ 11,972     $ 5,734     $ 740     $ 18,446  
                                 

PCI allowance

                               

Beginning balance

  $ -     $ 12     $ -     $ 12  

Recovery of loan losses

    -       -       -       -  

Benefit attributable to the FDIC indemnification asset

    -       -       -       -  

Recovery of loan losses charged to operations

    -       -       -       -  

Recovery of loan losses recorded through the FDIC indemnification asset

    -       -       -       -  

Ending balance

  $ -     $ 12     $ -     $ 12  
                                 

Total allowance

                               

Beginning balance

  $ 11,690     $ 5,499     $ 759     $ 17,948  

Provision for loan losses

    85       246       161       492  

Benefit attributable to the FDIC indemnification asset

    -       -       -       -  

Provision for loan losses charged to operations

    85       246       161       492  

Recovery of loan losses recorded through the FDIC indemnification asset

    -       -       -       -  

Charge-offs

    (29 )     (77 )     (251 )     (357 )

Recoveries

    226       78       71       375  

Net recoveries (charge-offs)

    197       1       (180 )     18  

Ending balance

  $ 11,972     $ 5,746     $ 740     $ 18,458  

 

 

   

Three Months Ended March 31, 2016

 

(Amounts in thousands)

 

Commercial

   

Consumer Real

Estate

   

Consumer and

Other

   

Total

Allowance

 

Allowance, excluding PCI

                               

Beginning balance

  $ 13,133     $ 6,356     $ 690     $ 20,179  

Provision for loan losses charged to operations

    308       774       144       1,226  

Charge-offs

    (284 )     (690 )     (254 )     (1,228 )

Recoveries

    113       30       123       266  

Net charge-offs

    (171 )     (660 )     (131 )     (962 )

Ending balance

  $ 13,270     $ 6,470     $ 703     $ 20,443  
                                 

PCI allowance

                               

Beginning balance

  $ -     $ 54     $ -     $ 54  

Recovery of loan losses

    -       (30 )     -       (30 )

Benefit attributable to the FDIC indemnification asset

    -       (9 )     -       (9 )

Recovery of loan losses charged to operations

    -       (39 )     -       (39 )

Recovery of loan losses recorded through the FDIC indemnification asset

    -       9       -       9  

Ending balance

  $ -     $ 24     $ -     $ 24  
                                 

Total allowance

                               

Beginning balance

  $ 13,133     $ 6,410     $ 690     $ 20,233  

Provision for loan losses

    308       744       144       1,196  

Benefit attributable to the FDIC indemnification asset

    -       (9 )     -       (9 )

Provision for loan losses charged to operations

    308       735       144       1,187  

Recovery of loan losses recorded through the FDIC indemnification asset

    -       9       -       9  

Charge-offs

    (284 )     (690 )     (254 )     (1,228 )

Recoveries

    113       30       123       266  

Net charge-offs

    (171 )     (660 )     (131 )     (962 )

Ending balance

  $ 13,270     $ 6,494     $ 703     $ 20,467  

 

 

The following tables present the allowance for loan losses and recorded investment in loans evaluated for impairment, excluding PCI loans, by loan class, as of the dates indicated:

 

   

March 31, 2017

 

(Amounts in thousands)

 

Loans Individually

Evaluated for

Impairment

   

Allowance for Loans

Individually

Evaluated

   

Loans Collectively

Evaluated for

Impairment

   

Allowance for Loans

Collectively

Evaluated

 

Commercial loans

                               

Construction, development, and other land

  $ 434     $ 10     $ 64,288     $ 978  

Commercial and industrial

    2,393       235       86,614       410  

Multi-family residential

    274       -       143,574       1,277  

Single family non-owner occupied

    1,893       65       140,140       2,433  

Non-farm, non-residential

    1,974       158       584,339       6,232  

Agricultural

    -       -       6,158       45  

Farmland

    542       -       29,086       129  

Total commercial loans

    7,510       468       1,054,199       11,504  

Consumer real estate loans

                               

Home equity lines

    419       21       119,340       862  

Single family owner occupied

    7,774       781       497,857       3,826  

Owner occupied construction

    -       -       45,346       244  

Total consumer real estate loans

    8,193       802       662,543       4,932  

Consumer and other loans

                               

Consumer loans

    -       -       73,634       740  

Other

    -       -       4,147       -  

Total consumer and other loans

    -       -       77,781       740  

Total loans, excluding PCI loans

  $ 15,703     $ 1,270     $ 1,794,523     $ 17,176  

 

   

December 31, 2016

 

(Amounts in thousands)

 

Loans Individually

Evaluated for

Impairment

   

Allowance for Loans

Individually

Evaluated

   

Loans Collectively

Evaluated for

Impairment

   

Allowance for Loans

Collectively

Evaluated

 

Commercial loans

                               

Construction, development, and other land

  $ -     $ -     $ 60,281     $ 889  

Commercial and industrial

    -       -       93,099       495  

Multi-family residential

    281       -       133,947       1,157  

Single family non-owner occupied

    1,910       31       139,711       2,721  

Non-farm, non-residential

    1,454       -       600,915       6,185  

Agricultural

    -       -       6,028       43  

Farmland

    981       18       31,145       151  

Total commercial loans

    4,626       49       1,065,126       11,641  

Consumer real estate loans

                               

Home equity lines

    -       -       122,000       895  

Single family owner occupied

    5,120       770       501,617       3,594  

Owner occupied construction

    336       -       44,199       228  

Total consumer real estate loans

    5,456       770       667,816       4,717  

Consumer and other loans

                               

Consumer loans

    -       -       77,524       759  

Other

    -       -       3,971       -  

Total consumer and other loans

    -       -       81,495       759  

Total loans, excluding PCI loans

  $ 10,082     $ 819     $ 1,814,437     $ 17,117  

 

 

The following table presents the allowance for loan losses on PCI loans and recorded investment in PCI loans, by loan pool, as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands)

 

Recorded

Investment

   

Allowance for Loan

Pools With

Impairment

   

Recorded

Investment

   

Allowance for Loan

Pools With

Impairment

 

Commercial loans

                               

Waccamaw commercial

  $ 194     $ -     $ 260     $ -  

Peoples commercial

    4,014       -       4,491       -  

Other

    1,071       -       1,095       -  

Total commercial loans

    5,279       -       5,846       -  

Consumer real estate loans

                               

Waccamaw serviced home equity lines

    18,001       -       20,178       -  

Waccamaw residential

    1,214       -       1,320       -  

Peoples residential

    1,064       12       1,085       12  

Total consumer real estate loans

    20,279       12       22,583       12  

Total PCI loans

  $ 25,558     $ 12     $ 28,429     $ 12  

 

Management believed the allowance was adequate to absorb probable loan losses inherent in the loan portfolio as of March 31, 2017.

 

Note 6. FDIC Indemnification Asset

 

In connection with the FDIC-assisted acquisition of Waccamaw in 2012, the Company entered into loss share agreements with the FDIC that covered $52.50 million of loans and $241 thousand of OREO as of March 31, 2017, compared to $56.99 million of loans and $276 thousand of OREO as of December 31, 2016. Under the loss share agreements, the FDIC agrees to cover 80% of most loan and foreclosed real estate losses and reimburse certain expenses incurred in relation to these covered assets. Loss share coverage will expire June 30, 2017, for commercial loans, with recoveries continuing until June 30, 2019. Loss share coverage will expire June 30, 2022, for single family loans. The Company’s condensed consolidated statements of income include the expense on covered assets net of estimated reimbursements. The following table presents the changes in the FDIC indemnification asset during the periods indicated:

 

   

Three Months Ended March 31,

 
   

2017

   

2016

 

(Amounts in thousands)

               

Beginning balance

  $ 12,173     $ 20,844  

Increase in estimated losses on covered loans

    -       9  

Increase in estimated losses on covered OREO

    6       273  

Reimbursable expenses from the FDIC

    (98 )     7  

Net amortization

    (1,332 )     (1,159 )

Reimbursements from the FDIC

    (818 )     (1,187 )

Ending balance

  $ 9,931     $ 18,787  

 

 

Note 7. Deposits

 

The following table presents the components of deposits as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands)

               

Noninterest-bearing demand deposits

  $ 467,677     $ 427,705  

Interest-bearing deposits:

               

Interest-bearing demand deposits

    392,905       378,339  

Money market accounts

    193,481       196,997  

Savings deposits

    335,674       326,263  

Certificates of deposit

    388,170       382,503  

Individual retirement accounts

    128,687       129,531  

Total interest-bearing deposits

    1,438,917       1,413,633  

Total deposits

  $ 1,906,594     $ 1,841,338  

 

Note 8. Borrowings

 

The following table presents the components of borrowings as of the dates indicated:

 

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands)

 

Balance

   

Weighted

Average Rate

   

Balance

   

Weighted

Average Rate

 

Short-term borrowings

                               

Retail repurchase agreements

  $ 65,653       0.07 %   $ 73,005       0.07 %

Long-term borrowings

                               

Wholesale repurchase agreements

    25,000       3.18 %     25,000       3.18 %

Long-term FHLB advances

    65,000       4.04 %     65,000       4.04 %

Other borrowings

                               

Subordinated debt

    -       -       15,464       3.65 %

Other debt

    244               244          

Total borrowings

  $ 155,897             $ 178,713          

 

The following schedule presents the contractual and weighted average maturities of long-term borrowings, by year, as of March 31, 2017:

 

 

   

Wholesale Repurchase

Agreements

   

FHLB Borrowings

   

Total

 

(Amounts in thousands)

                       

2017

  $ -     $ 15,000     $ 15,000  

2018

    -       -       -  

2019

    25,000       -       25,000  

2020

    -       -       -  

2021

    -       50,000       50,000  

2022 and thereafter

    -       -       -  

Total long-term borrowings

  $ 25,000     $ 65,000     $ 90,000  
                         

Weighted average maturity (in years)

    1.91       2.92       2.64  

 

The FHLB may redeem callable advances at quarterly intervals, which could substantially shorten the advances’ lives. If called, the advance may be paid in full or converted into another FHLB credit product. Prepayment of an advance may result in substantial penalties based on the differential between the contractual note and current advance rate for similar maturities. The Company pledged certain loans to secure FHLB advances and letters of credit totaling $1.03 billion as of March 31, 2017. Unused borrowing capacity with the FHLB totaled $555.78 million, net of FHLB letters of credit of $76.59 million, as of March 31, 2017. The FHLB letters of credit provide an attractive alternative to pledging securities for public unit deposits.

 

Investment securities pledged to secure repurchase agreements remain under the Company’s control during the agreements’ terms. The counterparties may redeem callable repurchase agreements, which could substantially shorten the borrowings’ lives. The prepayment or unwind of a repurchase agreement may result in substantial penalties based on market conditions.

 

 

The following schedule presents the contractual maturities of repurchase agreements, by type of collateral pledged, as of March 31, 2017:

 

   

U.S. Agency

Securities

   

Municipal Securities

   

Mortgage-backed

Agency Securities

   

Total

 

(Amounts in thousands)

                               

Overnight and continuous

  $ 17,830     $ 36,464     $ 10,550     $ 64,844  

Up to 30 days

    -       -       107       107  

30 -- 90 days

    -       -       231       231  

Greater than 90 days

    12,400       -       13,071       25,471  
    $ 30,230     $ 36,464     $ 23,959     $ 90,653  

 

 The Company issued $15.46 million of junior subordinated debentures (“Debentures”) to FCBI Capital Trust (the “Trust”), an unconsolidated subsidiary, in October 2003 with an interest rate of three-month London InterBank Offered Rate (“LIBOR”) plus 2.95% and a 30-year term ending in October 2033. The Trust purchased the Debentures through the issuance of trust preferred securities, which had substantially identical terms as the Debentures. Net proceeds from the offering were contributed as capital to the Bank to support further growth. During the first quarter of 2017, the Company redeemed all $15.46 million of its trust preferred securities issued through the Trust.

 

In addition, the Company maintains a $15.00 million unsecured, committed line of credit with an unrelated financial institution with an interest rate of one-month LIBOR plus 2.00% and an April 2017 maturity. There was no outstanding balance on the line as of March 31, 2017, or December 31, 2016.

 

Note 9. Derivative Instruments and Hedging Activities

 

As of March 31, 2017, the Company’s derivative instruments consisted of interest rate swaps. Generally, derivative instruments help the Company manage exposure to market risk and meet customer financing needs. Market risk represents the possibility that fluctuations in external factors such as interest rates, market-driven loan rates, prices, or other economic factors will adversely affect economic value or net interest income.

 

The Company uses interest rate swap contracts to modify its exposure to interest rate risk caused by changes in the LIBOR curve in relation to certain designated fixed rate loans. These instruments are used to convert these fixed rate loans to an effective floating rate. If the LIBOR rate falls below the loan’s stated fixed rate for a given period, the Company will owe the floating rate payer the notional amount times the difference between LIBOR and the stated fixed rate. If LIBOR is above the stated rate for a given period, the Company will receive payments based on the notional amount times the difference between LIBOR and the stated fixed rate. The Company’s interest rate swaps qualify as fair value hedging instruments; therefore, fair value changes in the derivative and hedged item attributable to the hedged risk are recognized in earnings in the same period.

 

The Company’s interest rate swaps include a fourteen-year, $1.20 million notional interest rate swap agreement entered into in March 2015 and a fifteen-year, $4.37 million notional interest rate swap agreement entered into in February 2014. The swap agreements, which are accounted for as fair value hedges, and the loans hedged by the agreements are recorded at fair value. The fair value hedges were effective as of March 31, 2017. The following table presents the notional, or contractual, amounts and fair values of derivative instruments as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands)

 

Notional or

Contractual

Amount

   

Derivative

Assets

   

Derivative

Liabilities

   

Notional or

Contractual

Amount

   

Derivative

Assets

   

Derivative

Liabilities

 

Derivatives designated as hedges

                                               

Interest rate swaps

  $ 4,762     $ -     $ 142     $ 4,835     $ -     $ 167  

Total derivatives

  $ 4,762     $ -     $ 142     $ 4,835     $ -     $ 167  

 

 

The following table presents the effect of derivative and hedging activity, if applicable, on the consolidated statements of income for the periods indicated:

 

   

Three Months Ended March 31,

 

Income Statement Location

(Amounts in thousands)

 

2017

   

2016

   

Derivatives designated as hedges

                 

Interest rate swaps

  $ 22     $ 28  

Interest and fees on loans

Total derivative expense

  $ 22     $ 28    

 

Note 10. Employee Benefit Plans

 

The Company maintains two nonqualified domestic, noncontributory defined benefit plans (the “Benefit Plans”) for key members of senior management and non-management directors. The Company’s unfunded Benefit Plans include the Supplemental Executive Retention Plan and the Directors’ Supplemental Retirement Plan. The following table presents the components of net periodic pension cost for the periods indicated:

 

   

Three Months Ended March 31,

 
   

2017

   

2016

 

(Amounts in thousands)

               

Service cost

  $ 58     $ 47  

Interest cost

    93       96  

Amortization of prior service cost

    57       57  

Amortization of losses

    7       14  

Net periodic cost

  $ 215     $ 214  

 

Note 11. Accumulated Other Comprehensive Income

 

The following tables present the activity in accumulated other comprehensive income (“AOCI”), net of tax and by component, during the periods indicated:

 

    Three Months Ended March 31, 2017    
   

Unrealized Gains

(Losses) on Available-

for-Sale Securities

   

Employee Benefit Plans

   

Total

 

(Amounts in thousands)

                       

Beginning balance

  $ (544 )   $ (1,467 )   $ (2,011 )

Other comprehensive income before reclassifications

    407       83       490  

Reclassified from AOCI

    -       40       40  

Other comprehensive income, net

    407       123       530  

Ending balance

  $ (137 )   $ (1,344 )   $ (1,481 )

 

    Three Months Ended March 31, 2016  
   

Unrealized Gains

(Losses) on Available-

for-Sale Securities

   

Employee Benefit Plan

   

Total

 

(Amounts in thousands)

                       

Beginning balance

  $ (3,885 )   $ (1,362 )   $ (5,247 )

Other comprehensive loss before reclassifications

    (451 )     (78 )     (529 )

Reclassified from AOCI

    (1 )     44       43  

Other comprehensive loss, net

    (452 )     (34 )     (486 )

Ending balance

  $ (4,337 )   $ (1,396 )   $ (5,733 )

 

 

The following table presents reclassifications out of AOCI, by component, during the periods indicated:

 

   

Three Months Ended

       
   

March 31,

   

Income Statement

 

(Amounts in thousands)

 

2017

   

2016

   

Line Item Affected

 

Available-for-sale securities

                     

Gains recognized

  $ -     $ (1 )  

Net gain (loss) on sale of securities

 

Credit-related OTTI recognized

    -       -     Net impairment losses recognized in earnings  

Reclassified out of AOCI, before tax

    -       (1 )  

Income before income taxes

 

Income tax expense

    -       (0 )  

Income tax expense

 

Reclassified out of AOCI, net of tax

    -       (1 )  

Net income

 

Employee benefit plans

                     

Amortization of prior service cost

    57       57     (1)  

Amortization of net actuarial benefit cost

    7       14     (1)  

Reclassified out of AOCI, before tax

    64       71    

Income before income taxes

 

Income tax expense

    24       27    

Income tax expense

 

Reclassified out of AOCI, net of tax

    40       44    

Net income

 

Total reclassified out of AOCI, net of tax

  $ 40     $ 43    

Net income

 

                                                                                           

(1)

Amortization is included in net periodic pension cost. See Note 10, "Employee Benefit Plans."

 

Note 12. Fair Value

 

Financial Instruments Measured at Fair Value

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy ranks the inputs used in measuring fair value as follows:

 

 

Level 1 – Observable, unadjusted quoted prices in active markets

 

Level 2 – Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability

 

Level 3 – Unobservable inputs with little or no market activity that require the Company to use reasonable inputs and assumptions

 

The Company uses fair value measurements to record adjustments to certain financial assets and liabilities on a recurring basis. The Company may be required to record certain assets at fair value on a nonrecurring basis in specific circumstances, such as evidence of impairment. Methodologies used to determine fair value might be highly subjective and judgmental in nature; therefore, valuations may not be precise. If the Company determines that a valuation technique change is necessary, the change is assumed to have occurred at the end of the respective reporting period. The following discussion describes the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments under the valuation hierarchy.

 

Assets and Liabilities Reported at Fair Value on a Recurring Basis

 

Available-for-Sale Securities. Securities available for sale are reported at fair value on a recurring basis. The fair value of Level 1 securities is based on quoted market prices in active markets, if available. The Company also uses Level 1 inputs to value equity securities that are traded in active markets. If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are primarily derived from or corroborated by observable market data. Level 2 securities use fair value measurements from independent pricing services obtained by the Company. These fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and bond terms and conditions. The Company’s Level 2 securities include Treasury securities, single issue trust preferred securities, corporate securities, mortgage-backed securities, and certain equity securities that are not actively traded. Securities are based on Level 3 inputs when there is limited activity or less transparency to the valuation inputs. In the absence of observable or corroborated market data, internally developed estimates that incorporate market-based assumptions are used when such information is available.

 

 

Fair value models may be required when trading activity has declined significantly or does not exist, prices are not current, or pricing variations are significant. For Level 3 securities, the Company obtains the cash flow of specific securities from third parties that use modeling software to determine cash flows based on market participant data and knowledge of the structures of each individual security. The fair values of Level 3 securities are determined by applying proper market observable discount rates to the cash flow derived from third-party models. Discount rates are developed by determining credit spreads above a benchmark rate, such as LIBOR, and adding premiums for illiquidity, which are based on a comparison of initial issuance spread to LIBOR versus a financial sector curve for recently issued debt to LIBOR. Securities with increased uncertainty about the receipt of cash flows are discounted at higher rates due to the addition of a deal specific credit premium based on assumptions about the performance of the underlying collateral. Finally, internal fair value model pricing and external pricing observations are combined by assigning weights to each pricing observation. Pricing is reviewed for reasonableness based on the direction of specific markets and the general economic indicators.

 

Loans Held for Investment. Loans held for investment are reported at fair value using discounted future cash flows that apply current interest rates for loans with similar terms and borrower credit quality. Loans related to fair value hedges are recorded at fair value on a recurring basis.

 

Deferred Compensation Assets and Liabilities. Securities held for trading purposes are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheets. These securities include assets related to employee deferred compensation plans, which are generally invested in Level 1 equity securities. The liability associated with these deferred compensation plans is carried at the fair value of the obligation to the employee, which corresponds to the fair value of the invested assets.

 

Derivative Assets and Liabilities. Derivatives are recorded at fair value on a recurring basis. The Company obtains dealer quotes, Level 2 inputs, based on observable data to value derivatives.

 

The following tables summarize financial assets and liabilities recorded at fair value on a recurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

 

   

March 31, 2017

 
   

Total

   

Fair Value Measurements Using

 

(Amounts in thousands)

 

Fair Value

   

Level 1

   

Level 2

   

Level 3

 

Available-for-sale securities

                               

U.S. Agency securities

  $ 1,320     $ -     $ 1,320     $ -  

Municipal securities

    108,851       -       108,851       -  

Single issue trust preferred securities

    20,276       -       20,276       -  

Mortgage-backed Agency securities

    28,165       -       28,165       -  

Equity securities

    73       55       18       -  

Total available-for-sale securities

    158,685       55       158,630       -  

Fair value loans

    4,628       -       4,628       -  

Deferred compensation assets

    3,345       3,345       -       -  

Deferred compensation liabilities

    3,345       3,345       -       -  

Derivative liabilities

    142       -       142       -  

 

 

   

December 31, 2016

 
   

Total

   

Fair Value Measurements Using

 

(Amounts in thousands)

 

Fair Value

   

Level 1

   

Level 2

   

Level 3

 

Available-for-sale securities

                               

U.S. Agency securities

  $ 1,345     $ -     $ 1,345     $ -  

Municipal securities

    113,331       -       113,331       -  

Single issue trust preferred securities

    19,939       -       19,939       -  

Mortgage-backed Agency securities

    30,891       -       30,891       -  

Equity securities

    73       55       18       -  

Total available-for-sale securities

    165,579       55       165,524       -  

Fair value loans

    4,701       -       4,701       -  

Deferred compensation assets

    3,224       3,224       -       -  

Deferred compensation liabilities

    3,224       3,224       -       -  

Derivative liabilities

    167       -       167       -  

 

No changes in valuation techniques or transfers into or out of Level 3 of the fair value hierarchy occurred during the three months ended March 31, 2017 or 2016.

 

 

Assets Measured at Fair Value on a Nonrecurring Basis

 

Impaired Loans. Impaired loans are recorded at fair value on a nonrecurring basis when repayment is expected solely from the sale of the loan’s collateral. Fair value is based on appraised value adjusted for customized discounting criteria, Level 3 inputs.

 

The Company maintains an active and robust problem credit identification system. The impairment review includes obtaining third-party collateral valuations to help management identify potential credit impairment and determine the amount of impairment to record. The Company’s Special Assets staff manages and monitors all impaired loans. Internal collateral valuations are generally performed within two to four weeks of identifying the initial potential impairment. The internal valuation compares the original appraisal to current local real estate market conditions and considers experience and expected liquidation costs. The Company typically receives a third-party valuation within thirty to forty-five days of completing the internal valuation. When a third-party valuation is received, it is reviewed for reasonableness. Once the valuation is reviewed and accepted, discounts are applied to fair market value, based on, but not limited to, our historical liquidation experience for like collateral, resulting in an estimated net realizable value. The estimated net realizable value is compared to the outstanding loan balance to determine the appropriate amount of specific impairment reserve.

 

Specific reserves are generally recorded for impaired loans while third-party valuations are in process and for impaired loans that continue to make some form of payment. While waiting to receive the third-party appraisal, the Company regularly reviews the relationship to identify any potential adverse developments and begins the tasks necessary to gain control of the collateral and prepare it for liquidation, including, but not limited to, engagement of counsel, inspection of collateral, and continued communication with the borrower. Generally, the only difference between the current appraised value, less liquidation costs, and the carrying amount of the loan, less the specific reserve, is any downward adjustment to the appraised value that the Company deems appropriate, such as the costs to sell the property. Impaired loans that do not meet certain criteria and do not have a specific reserve have typically been written down through partial charge-offs to net realizable value. Based on prior experience, the Company rarely returns loans to performing status after they have been partially charged off. Credits identified as impaired move quickly through the process towards ultimate resolution, except in cases involving bankruptcy and various state judicial processes that may extend the time for ultimate resolution.

 

OREO. OREO is recorded at fair value on a nonrecurring basis using Level 3 inputs. The Company calculates the fair value of OREO from current or prior appraisals that have been adjusted for valuation declines, estimated selling costs, and other proprietary qualitative adjustments that are deemed necessary.

 

The following tables present assets measured at fair value on a nonrecurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

 

   

March 31, 2017

 
   

Total

   

Fair Value Measurements Using

 
   

Fair Value

   

Level 1

   

Level 2

   

Level 3

 

(Amounts in thousands)

                               

Impaired loans, non-covered

  $ 9,688     $ -     $ -     $ 9,688  

OREO, non-covered

    1,336       -       -       1,336  

OREO, covered

    13       -       -       13  

 

   

December 31, 2016

 
   

Total

   

Fair Value Measurements Using

 
   

Fair Value

   

Level 1

   

Level 2

   

Level 3

 

(Amounts in thousands)

                               

Impaired loans, non-covered

  $ 4,078     $ -     $ -     $ 4,078  

OREO, non-covered

    5,109       -       -       5,109  

OREO, covered

    265       -       -       265  

 

 

Quantitative Information about Level 3 Fair Value Measurements

 

The following table provides quantitative information for assets measured at fair value on a nonrecurring basis using Level 3 valuation inputs as of the dates indicated:

 

 

Valuation

 

Unobservable

 

Discount Range (Weighted Average)

 

Technique

 

Input

 

March 31, 2017

 

December 31, 2016

                               

Impaired loans, non-covered

Discounted appraisals(1)

 

Appraisal adjustments(2)

    1%  to 39% (11%)     3%  to  39% (17%)

OREO, non-covered

Discounted appraisals(1)

 

Appraisal adjustments(2)

    10%  to 43% (35%)     0%  to 88% (30%)

OREO, covered

Discounted appraisals(1)

 

Appraisal adjustments(2)

      0%         0%  to 44% (40%)

                                                                             

(1)

Fair value is generally based on appraisals of the underlying collateral.

(2)

Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and proprietary qualitative adjustments.

 

Fair Value of Financial Instruments

 

The Company uses various methodologies and assumptions to estimate the fair value of certain financial instruments. A description of valuation methodologies used for instruments not previously discussed is as follows:

 

Cash and Cash Equivalents. Cash and cash equivalents are reported at their carrying amount, which is considered a reasonable estimate due to the short-term nature of these instruments.

 

Held-to-Maturity Securities. Securities held to maturity are reported at fair value using quoted market prices or dealer quotes.

 

FDIC Indemnification Asset. The FDIC indemnification asset is reported at fair value using discounted future cash flows that apply current discount rates.

 

Accrued Interest Receivable/Payable. Accrued interest receivable/payable is reported at their carrying amount, which is considered a reasonable estimate due to the short-term nature of these instruments.

 

Deposits and Securities Sold Under Agreements to Repurchase. Deposits without a stated maturity, such as demand, interest-bearing demand, and savings, are reported at their carrying amount, the amount payable on demand as of the reporting date, which is considered a reasonable estimate of fair value. Deposits and repurchase agreements with fixed maturities and rates are reported at fair value using discounted future cash flows that apply interest rates available in the market for instruments with similar characteristics and maturities.

 

FHLB and Other Borrowings. FHLB and other borrowings are reported at fair value using discounted future cash flows that apply interest rates available to the Company for borrowings with similar characteristics and maturities. Trust preferred obligations are reported at fair value using current credit spreads in the market for similar issues.

 

Off-Balance Sheet Instruments. The Company believes that fair values of unfunded commitments to extend credit, standby letters of credit, and financial guarantees are not meaningful; therefore, off-balance sheet instruments are not addressed in the fair value disclosures. The Company believes it is not feasible or practical to accurately disclose the fair values of off-balance sheet instruments due to the uncertainty and difficulty in assessing the likelihood and timing of advancing available proceeds, the lack of an established market for these instruments, and the diversity in fee structures. For additional information about the unfunded, contractual value of off-balance sheet financial instruments, see Note 14, “Litigation, Commitments, and Contingencies,” to the Condensed Consolidated Financial Statements of this report.

 

 

The following tables present the carrying amounts and fair values of financial instruments, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

 

   

March 31, 2017

 
   

Carrying

           

Fair Value Measurements Using

 

(Amounts in thousands)

 

Amount

   

Fair Value

   

Level 1

   

Level 2

   

Level 3

 

Assets

                                       

Cash and cash equivalents

  $ 152,851     $ 152,851     $ 152,851     $ -     $ -  

Securities available for sale

    158,685       158,685       55       158,630       -  

Securities held to maturity

    47,092       47,196       -       47,196       -  

Loans held for investment, net of allowance

    1,817,325       1,790,086       -       4,628       1,785,458  

FDIC indemnification asset

    9,931       6,692       -       -       6,692  

Interest receivable

    5,059       5,059       -       5,059       -  

Deferred compensation assets

    3,345       3,345       3,345       -       -  
                                         

Liabilities

                                       

Demand deposits

    467,677       467,677       -       467,677       -  

Interest-bearing demand deposits

    392,905       392,905       -       392,905       -  

Savings deposits

    529,155       529,155       -       529,155       -  

Time deposits

    516,857       512,679       -       512,679       -  

Securities sold under agreements to repurchase

    90,653       91,380       -       91,380       -  

Interest payable

    1,131       1,131       -       1,131       -  

FHLB and other borrowings

    65,244       69,102       -       69,102       -  

Derivative financial liabilities

    142       142       -       142       -  

Deferred compensation liabilities

    3,345       3,345       3,345       -       -  

 

   

December 31, 2016

 
   

Carrying

           

Fair Value Measurements Using

 

(Amounts in thousands)

 

Amount

   

Fair Value

   

Level 1

   

Level 2

   

Level 3

 

Assets

                                       

Cash and cash equivalents

  $ 76,307     $ 76,307     $ 76,307     $ -     $ -  

Securities available for sale

    165,579       165,579       55       165,524       -  

Securities held to maturity

    47,133       47,266       -       47,266       -  

Loans held for investment, net of allowance

    1,835,000       1,805,999       -       4,701       1,801,298  

FDIC indemnification asset

    12,173       8,112       -       -       8,112  

Interest receivable

    5,553       5,553       -       5,553       -  

Deferred compensation assets

    3,224       3,224       3,224       -       -  
                                         

Liabilities

                                       

Demand deposits

    427,705       427,705       -       427,705       -  

Interest-bearing demand deposits

    378,339       378,339       -       378,339       -  

Savings deposits

    523,260       523,260       -       523,260       -  

Time deposits

    512,034       507,917       -       507,917       -  

Securities sold under agreements to repurchase

    98,005       98,879       -       98,879       -  

Interest payable

    1,280       1,280       -       1,280       -  

FHLB and other borrowings

    80,708       83,551       -       83,551       -  

Derivative financial liabilities

    167       167       -       167       -  

Deferred compensation liabilities

    3,224       3,224       3,224       -       -  

 

 

Note 13. Earnings per Share

 

The following table presents the calculation of basic and diluted earnings per common share for the periods indicated:

 

   

Three Months Ended

 
   

March 31,

 
   

2017

   

2016

 

(Amounts in thousands, except share and per share data)

               

Net income

  $ 6,202     $ 6,084  

Dividends on preferred stock

    -       -  

Net income available to common shareholders

  $ 6,202     $ 6,084  
                 

Weighted average common shares outstanding, basic

    16,998,125       17,859,197  

Dilutive effect of potential common shares

               

Stock options

    53,067       27,159  

Restricted stock

    20,982       6,175  

Total dilutive effect of potential common shares

    74,049       33,334  

Weighted average common shares outstanding, diluted

    17,072,174       17,892,531  
                 

Basic earnings per common share

  $ 0.36     $ 0.34  

Diluted earnings per common share

    0.36       0.34  
                 

Antidilutive potential common shares

               

Stock options

    49,743       119,727  

Restricted stock

    3,279       28,617  

Total potential antidilutive shares

    53,022       148,344  

 

Note 14. Litigation, Commitments and Contingencies

 

Litigation

 

In the normal course of business, the Company is a defendant in various legal actions and asserted claims. While the Company and its legal counsel are unable to assess the ultimate outcome of each of these matters with certainty, the Company believes the resolution of these actions, singly or in the aggregate, should not have a material adverse effect on its financial condition, results of operations, or cash flows.

 

Commitments and Contingencies

 

The Company is a 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, standby letters of credit, and financial guarantees. These instruments involve, to varying degrees, elements of credit and interest rate risk beyond the amount recognized in the consolidated balance sheets. The contractual amounts of these instruments reflect the extent of involvement the Company has in particular classes of financial instruments. If the other party to a financial instrument does not perform, the Company’s credit loss exposure is the same as the contractual amount of the instrument. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

 

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 commitments are expected to expire without being drawn on, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of each customer on a case-by-case basis. Collateral may include accounts receivable, inventory, property, plant and equipment, and income producing commercial properties. The Company maintains a reserve for the risk inherent in unfunded lending commitments, which is included in other liabilities in the consolidated balance sheets.

 

Standby letters of credit and financial guarantees are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit to customers. The amount of collateral obtained, if deemed necessary, to secure the customer’s performance under certain letters of credit is based on management’s credit evaluation of the customer.

 

 

The following table presents the off-balance sheet financial instruments as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands)

               

Commitments to extend credit

  $ 251,034     $ 261,801  

Standby letters of credit and financial guarantees(1)

    80,177       83,900  

Total off-balance sheet risk

    331,211       345,701  
                 

Reserve for unfunded commitments

  $ 326     $ 326  


(1) Includes FHLB letters of credit

 

 

ITEM 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” refer to First Community Bancshares, Inc. and its subsidiaries as a consolidated entity. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our financial condition, changes in financial condition, and results of operations. MD&A contains forward-looking statements and should be read in conjunction with our consolidated financial statements, accompanying notes, and other financial information included in this report and our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”).

 

Executive Overview

 

First Community Bancshares, Inc. (the “Company”) is a financial holding company, headquartered in Bluefield, Virginia, that provides banking products and services through its wholly owned subsidiary First Community Bank (the “Bank”), a Virginia chartered bank institution. As of March 31, 2017, the Bank operated 45 branches as First Community Bank in Virginia, West Virginia, and North Carolina and as People’s Community Bank, a Division of First Community Bank, in Tennessee. Our primary source of earnings is net interest income, the difference between interest earned on assets and interest paid on liabilities, which is supplemented by fees for services, commissions on sales, and various deposit service charges. We fund our lending and investing activities primarily through the retail deposit operations of our branch banking network and, to a lesser extent, retail and wholesale repurchase agreements and Federal Home Loan Bank (“FHLB”) borrowings. We invest our funds primarily in loans to retail and commercial customers and various investment securities. Our common stock is traded on the NASDAQ Global Select Market under the symbol FCBC.

 

The Bank offers commercial and personal insurance services through its wholly owned subsidiary First Community Insurance Services (“FCIS”). Revenues are primarily derived from commissions paid by issuing companies on the sale of policies. As of March 31, 2017, FCIS operated 6 in-branch locations in Virginia and West Virginia. The Bank offers trust management, estate administration, and investment advisory services through its Trust Division and wholly owned subsidiary First Community Wealth Management (“FCWM”). Revenues consist primarily of commissions on assets under management and investment advisory fees. As of March 31, 2017, the Trust Division and FCWM managed $906 million in combined assets under various fee-based arrangements as fiduciary or agent.

 

Our acquisition and divestiture activity during the twelve months ended March 31, 2017, included the sale of Greenpoint Insurance Agency Inc. on October 1, 2016, and the simultaneous sale of six branches to and purchase of seven branches from First Bank on July 15, 2016.

 

Critical Accounting Estimates

 

We prepare our consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and conform to general practices within the banking industry. Our financial position and results of operations may require management to make significant estimates and assumptions that have a material impact on our financial condition or operating performance. Due to the level of subjectivity and the susceptibility of such matters to change, actual results could differ significantly from management’s assumptions and estimates. Estimates, assumptions, and judgments, which are periodically evaluated, are based on historical experience and other factors, including expectations of future events believed reasonable under the circumstances. These estimates are generally necessary when assets and liabilities are required to be recorded at estimated fair value, when a decline in the value of an asset carried on the financial statements at fair value warrants an impairment write-down or a valuation reserve, or when an asset or liability needs recorded based on the probability of occurrence of a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices, when available, or third-party sources. When quoted prices or third-party information is not available, management estimates valuation adjustments primarily through the use of financial modeling techniques and appraisal estimates.

 

Our accounting policies are fundamental in understanding MD&A and the disclosures presented in Item 1, “Financial Statements,” of this report. Our accounting policies are described in detail in Note 1, “Basis of Presentation and Accounting Policies,” to the Consolidated Financial Statements in Part II, Item 8 of our 2016 Form 10-K and our critical accounting estimates are detailed in the “Critical Accounting Estimates” section in Part II, Item 7 of our 2016 Form 10-K.

 

 

Performance Overview

 

Highlights of our results of operations for the three months ended March 31, 2017, and financial condition as of March 31, 2017, include the following:

 

 

Net income available to common shareholders increased $118 thousand, or 1.94%, to $6.20 million and diluted earnings per share increased $0.02, or 5.88%, to $0.36 for the first quarter of 2017 compared to the same quarter of 2016.

 

Net interest margin increased 16 basis points to 4.17%, and normalized net interest margin increased 21 basis points to 3.95% compared to the same quarter of 2016.

 

The Company’s book value per common share increased $0.23 to $20.18 compared to December 31, 2016.

 

The Company redeemed all of its previously issued trust preferred securities totaling $15.46 million. The callable trust preferred securities bore an interest rate of three-month LIBOR plus 2.95% with a maturity date of October 8, 2033.

 

The Company significantly exceeds regulatory “well capitalized” targets as of March 31, 2017.

 

Results of Operations

 

Net Income

 

The following table presents the changes in net income and related information for the periods indicated:

 

   

Three Months Ended

   

Three Months Ended

 
   

  March 31,

   

Increase

   

 

 
   

2017

   

2016

    (Decrease)      % Change   
(Amounts in thousands, except per share data)                                

Net income

  $ 6,202     $ 6,084     $ 118       1.94 %

Net income available to common shareholders

    6,202       6,084       118       1.94 %
                                 

Basic earnings per common share

    0.36       0.34       0.02       5.88 %

Diluted earnings per common share

    0.36       0.34       0.02       5.88 %
                                 

Return on average assets

    1.06 %     0.99 %     0.07 %     7.07 %

Return on average common equity

    7.35 %     7.15 %     0.20 %     2.80 %

 

Three-Month Comparison. Net income increased in the first quarter of 2017 due to decreases in the provision for loan losses and noninterest expense and a slight increase in net interest income. These changes were offset by a decrease in noninterest income and an increase in income tax.

 

Net Interest Income

 

Net interest income, our largest contributor to earnings, is analyzed on a fully taxable equivalent (“FTE”) basis, a non-GAAP financial measure. For additional information, see “Non-GAAP Financial Measures” below.

 

 

The following table presents the consolidated average balance sheets and net interest analysis on a FTE basis for the dates indicated:

 

   

Three Months Ended March 31,

 
   

2017

   

2016

 
   

Average

           

Average Yield/

   

Average

           

Average Yield/

 

(Amounts in thousands)

 

Balance

   

Interest(1)

   

Rate(1)

   

Balance

   

Interest(1)

   

Rate(1)

 

Assets

                                               

Earning assets

                                               

Loans(2)

  $ 1,838,837     $ 21,895       4.83%     $ 1,730,401     $ 21,599       5.02%  

Securities available for sale

    161,738       1,483       3.72%       354,582       2,268       2.57%  

Securities held to maturity

    47,112       152       1.31%       72,512       194       1.08%  

Interest-bearing deposits

    55,754       159       1.16%       15,591       20       0.52%  

Total earning assets

    2,103,441       23,689       4.57%       2,173,086       24,081       4.45%  

Other assets

    270,597                       297,156                  

Total assets

  $ 2,374,038                     $ 2,470,242                  
                                                 

Liabilities and stockholders' equity

                                               

Interest-bearing deposits

                                               

Demand deposits

  $ 381,050     $ 102       0.11%     $ 342,524     $ 57       0.07%  

Savings deposits

    525,573       36       0.03%       535,769       66       0.05%  

Time deposits

    515,506       1,028       0.81%       533,635       991       0.75%  

Total interest-bearing deposits

    1,422,129       1,166       0.33%       1,411,928       1,114       0.32%  

Borrowings

                                               

Federal funds purchased

    -       -       -       3,424       5       0.59%  

Retail repurchase agreements

    66,947       11       0.07%       77,993       13       0.07%  

Wholesale repurchase agreements

    25,000       199       3.23%       50,000       468       3.76%  

FHLB advances and other borrowings

    66,618       675       4.11%       108,013       839       3.12%  

Total borrowings

    158,565       885       2.26%       239,430       1,325       2.23%  

Total interest-bearing liabilities

    1,580,694       2,051       0.53%       1,651,358       2,439       0.59%  

Noninterest-bearing demand deposits

    425,540                       448,849                  

Other liabilities

    25,477                       27,784                  

Total liabilities

    2,031,711                       2,127,991                  

Stockholders' equity

    342,327                       342,251                  

Total liabilities and stockholders' equity

  $ 2,374,038                     $ 2,470,242                  

Net interest income, FTE

          $ 21,638                     $ 21,642          

Net interest rate spread

                    4.04%                       3.87%  

Net interest margin

                    4.17%                       4.01%  

                                                                                         

(1)

Fully taxable equivalent ("FTE") basis based on the federal statutory rate of 35%

(2)

Nonaccrual loans are included in average balances; however, no related interest income is recorded during the period of nonaccrual.

 

 

The following table presents the impact to net interest income on a FTE basis due to changes in volume (average volume times the prior year’s average rate), rate (average rate times the prior year’s average volume), and rate/volume (average volume times the change in average rate), for the periods indicated:

 

   

Three Months Ended

 
   

March 31, 2017 Compared to 2016

 
   

Dollar Increase (Decrease) due to

 
                   

Rate/

         

(Amounts in thousands)

 

Volume

   

Rate

   

Volume

   

Total

 

Interest earned on(1)

                               

Loans(2)

  $ 1,354     $ (816 )   $ (242 )   $ 296  

Securities available-for-sale

    (1,233 )     1,002       (554 )     (785 )

Securities held-to-maturity

    (68 )     42       (16 )     (42 )

Interest-bearing deposits with other banks

    52       25       62       139  

Total interest earning assets

    105       253       (750 )     (392 )
                                 

Interest paid on(1)

                               

Demand deposits

    6       35       4       45  

Savings deposits

    (1 )     (29 )     -       (30 )

Time deposits

    (34 )     81       (10 )     37  

Federal funds purchased

    (5 )     -       -       (5 )

Retail repurchase agreements

    (2 )     -       -       (2 )

Wholesale repurchase agreements

    (234 )     (66 )     31       (269 )

FHLB advances and other borrowings

    (322 )     262       (104 )     (164 )

Total interest-bearing liabilities

    (592 )     283       (79 )     (388 )
                                 

Change in net interest income(1)

  $ 697     $ (30 )   $ (671 )   $ (4 )

                                                                                        

(1)

FTE basis based on the federal statutory rate of 35%

(2)

Nonaccrual loans are included in average balances; however, no related interest income is recorded during the period of nonaccrual.

 

The following table presents the net interest analysis on a FTE basis excluding the impact of non-cash purchase accounting accretion from acquired loan portfolios for the periods indicated:

 

   

Three Months Ended March 31,

 
   

2017

   

2016

 

(Amounts in thousands)

 

Interest(1)

   

Average Yield/

Rate(1)

   

Interest(1)

   

Average Yield/

Rate(1)

 

Earning assets

                               

Loans(2)

  $ 21,895       4.83 %   $ 21,599       5.02 %

Accretion income

    1,784               2,252          

Less: cash accretion income

    650               805          

Non-cash accretion income

    1,134               1,447          

Loans, normalized(3)

    20,761       4.58 %     20,152       4.68 %

Other earning assets

    1,794       2.75 %     2,482       2.26 %

Total earning assets

    22,555       4.35 %     22,634       4.19 %

Total interest-bearing liabilities

    2,051       0.53 %     2,439       0.59 %

Net interest income, FTE(3)

  $ 20,504             $ 20,195          

Net interest rate spread, normalized(3)

            3.82 %             3.60 %

Net interest margin, normalized(3)

            3.95 %             3.74 %

                                                                                                                                      

(1)

FTE basis based on the federal statutory rate of 35%

(2)

Nonaccrual loans are included in average balances; however, no related interest income is recorded during the period of nonaccrual.

(3)

Normalized totals are non-GAAP financial measures that exclude non-cash loan interest accretion related to PCI loans.

 

 

Three-Month Comparison. Net interest income comprised 78.79% of total net interest and noninterest income in the first quarter of 2017 compared to 72.76% in the same quarter of 2016. Net interest income on a GAAP basis increased $30 thousand, or 0.14%, and net interest income on a FTE basis decreased $4 thousand, or 0.02%. Normalized net interest income on a FTE basis is a non-GAAP measure that excludes non-cash loan accretion income related to PCI loans. For additional information, see “Non-GAAP Financial Measures” below. Normalized net interest margin increased 21 basis points compared to an increase of 16 basis points on a FTE basis. Normalized net interest spread increased 22 basis points compared to an increase of 17 basis points on a FTE basis.

 

Average earning assets decreased $69.65 million, or 3.20%, primarily due to a decrease in securities available for sale offset by loan growth and an increase in interest-bearing deposits. The normalized yield on earning assets increased 21 basis points compared to an increase of 12 basis points on a GAAP basis. Average loans increased $108.44 million, or 6.27%, and the average loan to deposit ratio increased to 99.52% fr om 92.99%. The normalized yield on loans decreased 10 basis points compared to a decrease of 19 basis points on a GAAP basis. Non-cash accretion income decreased $313 thousand, or 21.63%, as the effect of accretion income continued to decline from acquired portfolio attrition.

 

Average interest-bearing liabilities, which consist of interest-bearing deposits and borrowings, decreased $70.66 million, or 4.28%, primarily due to a decline in average borrowings. The yield on interest-bearing liabilities decreased 6 basis points, largely driven by a decrease in the average balance of borrowings. Average interest-bearing deposits increased $10.20 million, or 0.72%, which was driven by a $38.53 million, or 11.25%, increase in average interest-bearing demand deposits offset by an $18.13 million, or 3.40%, decrease in average time deposits, and a $10.20 million, or 1.90%, decrease in average savings deposits, which include money market and savings accounts. Average borrowings decreased $80.87 million, or 33.77%, largely due to a $41.40 million, or 38.32%, decrease in average FHLB advances and other borrowings, a $25.00 million, or 50.00%, decrease in average wholesale repurchase agreements, and an $11.05 million, or 14.16%, decrease in average retail repurchase agreements.

 

Provision for Loan Losses

 

Three-Month Comparison. The provision charged to operations decreased $695 thousand to $492 thousand in the first quarter of 2017 compared to the same quarter of 2016, which was attributed to the non-PCI provision.

 

Noninterest Income

 

The following table presents the components of, and changes in, noninterest income for the periods indicated:

 

   

Three Months Ended

   

Three Months Ended

 
   

March 31,

   

Increase

   

 

 
   

2017

   

2016

    (Decrease)       % Change   

(Amounts in thousands)

                               

Wealth management

  $ 790     $ 684     $ 106       15.50%  

Service charges on deposits

    3,113       3,291       (178 )     -5.41%  

Other service charges and fees

    2,078       2,010       68       3.38%  

Insurance commissions

    373       2,191       (1,818 )     -82.98%  

Net gain on sale of securities

    -       1       (1 )     -100.00%  
Net FDIC indemnification asset amortization     (1,332 )     (1,159 )     (173 )     14.93%  

Other operating income

    669       885       (216 )     -24.41%  

Total noninterest income

  $ 5,691     $ 7,903     $ (2,212 )     -27.99%  

 

Three-Month Comparison. Noninterest income comprised 21.21% of total net interest and noninterest income in the first quarter of 2017 compared to 27.24% in the same quarter of 2016. Noninterest income decreased $2.21 million, or 27.99%, primarily due to a decrease in insurance commissions resulting from the Greenpoint divestiture in the fourth quarter of 2016. Other operating income decreased primarily due to the absence of a $357 thousand gain on the sale of closed branches in the first quarter of 2016. Net negative amortization related to the FDIC indemnification asset increased due to an additional $203 thousand in reserve provisions as the loss share agreement for commercial loans approaches the end of its term. Excluding the impact from sales of securities and branches, and net FDIC indemnification asset amortization, noninterest income decreased $1.67 million, or 19.25%, to $7.02 million in the first quarter of 2017, from $8.70 million in the same quarter of 2016.

 

 

Noninterest Expense

 

The following table presents the components of, and changes in, noninterest expense for the periods indicated:

 

   

Three Months Ended

   

Three Months Ended

 
   

March 31,

   

Increase

   

 

 
   

2017

   

2016

    (Decrease)        % Change  

(Amounts in thousands)

                               

Salaries and employee benefits

  $ 8,884     $ 10,475     $ (1,591 )     -15.19%  

Occupancy expense

    1,248       1,531       (283 )     -18.48%  

Furniture and equipment expense

    1,091       1,096       (5 )     -0.46%  

Amortization of intangibles

    261       278       (17 )     -6.12%  

FDIC premiums and assessments

    244       374       (130 )     -34.76%  
Merger, acquisition, and divestiture expense     -       39       (39 )     -100.00%  

Other operating expense

    5,355       5,021       334       6.65%  

Total noninterest expense

  $ 17,083     $ 18,814     $ (1,731 )     -9.20%  

 

Three-Month Comparison. Noninterest expense decreased $1.73 million, or 9.20%, in the first quarter of 2017 compared to the same quarter of 2016, which was largely due to a decrease in salaries and employee benefits. Salaries and employee benefits decreased $1.59 million, or 15.19%, as full-time equivalent employees, calculated using the number of hours worked, decreased to 579 as of March 31, 2017, from 660 as of March 31, 2016, primarily due to the First Bank and Greenpoint transactions that occurred during the second half of 2016. Other operating expense included a $382 thousand increase in legal fees and a $218 thousand increase in accounting fees. These increases were offset by a $383 thousand decrease in the net loss on sales and expenses related to other real estate owned (“OREO”) to $328 thousand from $711 thousand in the first quarter of 2016. Occupancy, furniture, and equipment expense decreased $288 thousand, or 10.96%, due to branch closures and divestitures that occurred during the prior year.

 

Income Tax Expense

 

Three-Month Comparison. The Company’s effective tax rate, income tax as a percent of pre-tax income, may vary significantly from the statutory rate due to permanent differences and available tax credits. Permanent differences are income and expense items excluded by law in the calculation of taxable income. The Company’s most significant permanent differences generally include interest income on municipal securities and increases in the cash surrender value of life insurance policies. Income tax expense increased $126 thousand, or 4.30%, and the effective tax rate increased 50 basis points to 33.00% in the first quarter of 2017 compared to the same quarter of 2016. The increase in the effective tax rate was largely due to an increase in taxable revenues as a percent of operating earnings.

 

Non-GAAP Financial Measures 

 

In addition to financial statements prepared in accordance with GAAP, we use certain non-GAAP financial measures that management believes provide investors with important information useful in understanding our operational performance and comparing our financial measures with other financial institutions. The non-GAAP financial measures presented in this report include net interest income on a FTE basis and normalized net interest income on a FTE basis. While we believe these non-GAAP financial measures enhance understanding of our business and performance, they are supplemental and not a substitute for, or more important than, financial measures prepared on a GAAP basis. Our non-GAAP financial measures may not be comparable to those reported by other financial institutions. The reconciliations of these measures to GAAP measures are presented below.

 

We believe FTE basis is the preferred industry measurement of net interest income and provides better comparability between taxable and tax exempt amounts. We use this non-GAAP financial measure to monitor net interest income performance and to manage the composition of our balance sheet. The FTE basis adjusts for the tax benefits of income from certain tax exempt loans and investments using the federal statutory rate of 35%. Normalized net interest income on a FTE basis is a non-GAAP measure that excludes non-cash loan accretion income related to PCI loans.

 

 

The following table reconciles net interest income and margin, as presented in our consolidated statements of income, to net interest income on a FTE basis for the periods indicated:

 

   

Three Months Ended March 31,

 
   

2017

   

2016

 

(Amounts in thousands)

               

Net interest income, GAAP

  $ 21,141     $ 21,111  

FTE adjustment(1)

    497       531  

Net interest income, FTE

    21,638       21,642  

Less: non-cash accretion income(2)

    1,134       1,447  

Net interest income, normalized

  $ 20,504     $ 20,195  
                 

Net interest margin, GAAP

    4.07 %     3.91 %

FTE adjustment(1)

    0.10 %     0.10 %

Net interest margin, FTE

    4.17 %     4.01 %

Less: non-cash accretion income(2)

    0.22 %     0.27 %

Net interest margin, normalized

    3.95 %     3.74 %

                                                                                                 

(1)

FTE basis based on the federal statutory rate of 35%

(2)

Includes non-cash purchase accounting accretion income from acquired loan portfolios

 

Financial Condition

 

Total assets as of March 31, 2017, increased $44.12 million, or 1.85%, to $2.43 billion from $2.39 billion as of December 31, 2016. Total liabilities as of March 31, 2017, increased $39.77 million, or 1.94%, to $2.09 billion from $2.05 billion as of December 31, 2016.

 

Investment Securities

 

Our investment securities are used to generate interest income through the employment of excess funds, to provide liquidity, to fund loan demand or deposit liquidation, and to pledge as collateral where required. The composition of our investment portfolio changes from time to time as we consider our liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements.

 

Available-for-sale securities as of March 31, 2017, decreased $6.89 million, or 4.16%, compared to December 31, 2016, primarily due to the maturity of municipal and mortgage-backed Agency securities. The market value of securities available for sale as a percentage of amortized cost was 99.86% as of March 31, 2017, compared to 99.48% as of December 31, 2016. Held-to-maturity securities as of March 31, 2017, decreased $41 thousand, or 0.09%, compared to December 31, 2016. The market value of securities held to maturity as a percentage of amortized cost was 100.22% as of March 31, 2017, compared to 100.28% as of December 31, 2016.

 

Investment securities are reviewed quarterly for possible other-than-temporary impairment (“OTTI”) charges. We recognized no OTTI charges in earnings associated with debt or equity securities for the three months ended March 31, 2017, or for the same period of the prior year. For additional information, see Note 2, “Investment Securities,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

 

Loans Held for Investment

 

Loans held for investment, our largest component of interest income, are grouped into commercial, consumer real estate, and consumer and other loan segments. Each segment is divided into various loan classes based on collateral or purpose. Certain loans acquired in FDIC-assisted transactions are covered under loss share agreements (“covered loans”). Total loans held for investment, net of unearned income, as of March 31, 2017, decreased $17.68 million, or 0.96%, compared to December 31, 2016, primarily due to an $11.58 million, or 0.64%, decrease in non-covered loans, which was driven by the non-farm, non-residential segment of the loan portfolio, and a $5.58 million, or 9.79%, decrease in covered loans due to continued runoff in the covered Waccamaw portfolio. For additional information, see Note 3, “Loans,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

 

 

The following table presents loans, net of unearned income, with non-covered loans by loan class as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

   

March 31, 2016

 

(Amounts in thousands)

 

Amount

   

Percent

   

Amount

   

Percent

   

Amount

   

Percent

 

Non-covered loans held for investment

                                               

Commercial loans

                                               

Construction, development, and other land

  $ 61,070       3.33   $ 56,948       3.07 %   $ 52,529       2.98 %

Commercial and industrial

    88,370       4.81 %     92,204       4.98 %     92,397       5.24 %

Multi-family residential

    143,847       7.84     134,228       7.24 %     111,388       6.32 %

Single family non-owner occupied

    143,308       7.81 %     142,965       7.72 %     151,595       8.60 %

Non-farm, non-residential

    584,064       31.81     598,674       32.31 %     521,471       29.59 %

Agricultural

    6,133       0.33     6,003       0.32 %     3,650       0.21 %

Farmland

    29,241       1.59     31,729       1.71 %     27,013       1.53 %

Total commercial loans

    1,056,033       57.52     1,062,751       57.35 %     960,043       54.47 %

Consumer real estate loans

                                               

Home equity lines

    104,817       5.71     106,361       5.74 %     106,444       6.04 %

Single family owner occupied

    500,394       27.26     500,891       27.03 %     497,530       28.23 %

Owner occupied construction

    45,346       2.47     44,535       2.41 %     40,892       2.32 %

Total consumer real estate loans

    650,557       35.44     651,787       35.18 %     644,866       36.59 %

Consumer and other loans

                                               

Consumer loans

    73,634       4.01     77,445       4.18 %     73,531       4.17 %

Other

    4,147       0.23     3,971       0.21 %     7,451       0.43 %

Total consumer and other loans

    77,781       4.24     81,416       4.39 %     80,982       4.60 %

Total non-covered loans

    1,784,371       97.20     1,795,954       96.92 %     1,685,891       95.66 %

Total covered loans

    51,412       2.80     56,994       3.08 %     76,538       4.34 %

Total loans held for investment, net unearned income

    1,835,783       100.00     1,852,948       100.00 %     1,762,429       100.00 %

Less: allowance for loan losses

    18,458               17,948               20,467          

Total loans held for investment, net of unearned income and allowance

  $ 1,817,325             $ 1,835,000             $ 1,741,962          

 

The following table presents covered loans, by loan class, as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

   

March 31, 2016

 

(Amounts in thousands)

 

Amount

   

Percent

   

Amount

   

Percent

   

Amount

   

Percent

 

Commercial loans

                                               

Construction, development, and other land

  $ 4,337       8.43 %   $ 4,570       8.02 %   $ 6,129       8.01 %

Commercial and industrial

    637       1.24 %     895       1.57 %     1,020       1.33 %

Multi-family residential

    4       0.01 %     8       0.01 %     100       0.13 %

Single family non-owner occupied

    980       1.91 %     962       1.69 %     2,258       2.95 %

Non-farm, non-residential

    6,020       11.71 %     7,512       13.18 %     12,439       16.25 %

Agricultural

    25       0.05 %     25       0.04 %     34       0.04 %

Farmland

    386       0.75 %     397       0.70 %     632       0.83 %

Total commercial loans

    12,389       24.10 %     14,369       25.21 %     22,612       29.54 %

Consumer real estate loans

                                               

Home equity lines

    32,943       64.08 %     35,817       62.84 %     45,745       59.77 %

Single family owner occupied

    6,080       11.82 %     6,729       11.81 %     7,837       10.24 %

Owner occupied construction

    -       0.00 %     -       0.00 %     262       0.34 %

Total consumer real estate loans

    39,023       75.90 %     42,546       74.65 %     53,844       70.35 %

Consumer and other loans

                                               

Consumer loans

    -       0.00 %     79       0.14 %     82       0.11 %

Total covered loans

  $ 51,412       100.00 %   $ 56,994       100.00 %   $ 76,538       100.00 %

 

 

Risk Elements

 

We seek to mitigate credit risk by adhering to specific underwriting practices and by ongoing monitoring of our loan portfolio. Our underwriting practices include the analysis of borrowers’ prior credit histories, financial statements, tax returns, and cash flow projections; valuation of collateral based on independent appraisers’ reports; and verification of liquid assets. We believe our underwriting criteria are appropriate for the various loan types we offer; however, losses may occur that exceed the reserves established in our allowance for loan losses. We track certain credit quality indicators that include: trends related to the risk rating of commercial loans, the level of classified commercial loans, net charge-offs, nonperforming loans, and general economic conditions. The Company’s loan review function generally analyzes all commercial loan relationships greater than $4.0 million annually and at various times during the year. Smaller commercial and retail loans are sampled for review during the year.

 

Nonperforming assets consist of nonaccrual loans, accrual loans contractually past due 90 days or more, unseasoned troubled debt restructurings (“TDRs”), and OREO. Ongoing activity in the classification and categories of nonperforming loans include collections on delinquencies, foreclosures, loan restructurings, and movements into or out of the nonperforming classification due to changing economic conditions, borrower financial capacity, or resolution efforts. Loans acquired with credit deterioration, with a discount, continue to accrue interest based on expected cash flows; therefore, PCI loans are not generally considered nonaccrual. For additional information, see Note 4, “Credit Quality,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

 

 

The following table presents the components of nonperforming assets and related information as of the periods indicated:

 

   

March 31, 2017

   

December 31, 2016

   

March 31, 2016

 

(Amounts in thousands)

                       

Non-covered nonperforming

                       

Nonaccrual loans

  $ 18,537     $ 15,854     $ 16,196  

Accruing loans past due 90 days or more

    20       -       243  

TDRs(1)

    -       114       158  

Total nonperforming loans

    18,557       15,968       16,597  

Non-covered OREO

    4,477       5,109       5,313  

Total non-covered nonperforming assets

  $ 23,034     $ 21,077     $ 21,910  
                         

Covered nonperforming

                       

Nonaccrual loans

  $ 918     $ 608     $ 1,955  

Total nonperforming loans

    918       608       1,955  

Covered OREO

    241       276       2,279  

Total covered nonperforming assets

  $ 1,159     $ 884     $ 4,234  
                         

Total nonperforming

                       

Nonaccrual loans

  $ 19,455     $ 16,462     $ 18,151  

Accruing loans past due 90 days or more

    20       -       243  

TDRs(1)

    -       114       158  

Total nonperforming loans

    19,475       16,576       18,552  

OREO

    4,718       5,385       7,592  

Total nonperforming assets

  $ 24,193     $ 21,961     $ 26,144  
                         

Additional Information

                       

Performing TDRs(2)

  $ 8,593     $ 12,838     $ 13,474  

Total TDRs(3)

    8,593       12,952       13,632  
                         

Non-covered ratios

                       

Nonperforming loans to total loans

    1.04 %     0.89 %     0.98 %

Nonperforming assets to total assets

    0.97 %     0.90 %     0.92 %

Non-PCI allowance to nonperforming loans

    99.40 %     112.32 %     123.17 %

Non-PCI allowance to total loans

    1.03 %     1.00 %     1.21 %
                         

Total ratios

                       

Nonperforming loans to total loans

    1.06 %     0.89 %     1.05 %

Nonperforming assets to total assets

    1.00 %     0.92 %     1.06 %

Allowance for loan losses to nonperforming loans

    94.78 %     108.28 %     110.32 %

Allowance for loan losses to total loans

    1.01 %     0.97 %     1.16 %

                                                                                                                                      

(1)

TDRs restructured within the past six months and nonperforming TDRs exclude nonaccrual TDRs of $24 thousand, $224 thousand, and $825 thousand for the periods ended March 31, 2017, December 31, 2016, and March 31, 2016, respectively.

(2)

TDRs with six months or more of satisfactory payment performance exclude nonaccrual TDRs of $1.40 million, $1.06 million, and $377 thousand for the periods ended March 31, 2017, December 31, 2016, and March 31, 2016, respectively.

(3)

Total TDRs exclude nonaccrual TDRs of $1.43 million, $1.28 million, and $1.20 million for the periods ended March 31, 2017, December 31, 2016, and March 31, 2016, respectively.

 

Non-covered nonperforming assets as of March 31, 2017, increased $1.96 million, or 9.29%, from December 31, 2016, due to an increase in non-covered nonaccrual loans. Non-covered nonaccrual loans as of March 31, 2017, increased $2.68 million, or 16.92%, from December 31, 2016. As of March 31, 2017, non-covered nonaccrual loans were largely attributed to single family owner occupied (57.67%) and non-farm, non-residential (18.71%) loans. As of March 31, 2017, approximately $505 thousand, or 2.73%, of non-covered nonaccrual loans were attributed to performing loans acquired in business combinations. Certain loans included in the nonaccrual category have been written down to estimated realizable value or assigned specific reserves in the allowance for loan losses based on management’s estimate of loss at ultimate resolution.

 

 

Non-covered delinquent loans, comprised of loans 30 days or more past due and nonaccrual loans, totaled $25.09 million as of March 31, 2017, a slight increase of $79 thousand, or 0.32%, compared to $25.02 million as of December 31, 2016. Non-covered delinquent loans as a percent of total non-covered loans totaled 1.41% as of March 31, 2017, which includes past due loans (0.37%) and nonaccrual loans (1.04%).

 

When restructuring loans for borrowers experiencing financial difficulty, we generally make concessions in interest rates, loan terms, or amortization terms. Certain TDRs are classified as nonperforming when modified and are returned to performing status after six months of satisfactory payment performance; however, these loans remain identified as impaired until full payment or other satisfaction of the obligation occurs. Accruing TDRs as of March 31, 2017, decreased $4.36 million, or 33.66%, to $8.59 million from December 31, 2016. There were no nonperforming accruing TDRs as of March 31, 2017, compared to $114 thousand as of December 31, 2016. Nonperforming accruing TDRs as a percent of total accruing TDRs totaled 0.88% as of December 31, 2016. Specific reserves on TDRs totaled $707 thousand as of March 31, 2017, compared to $670 thousand as of December 31, 2016.

 

Non-covered OREO, which is carried at the lesser of estimated net realizable value or cost, decreased $632 thousand, or 12.37%, as of March 31, 2017, compared to December 31, 2016. Non-covered OREO consisted of 28 properties with an average holding period of 11 months as of March 31, 2017. The net loss on the sale of OREO totaled $241 thousand for the three months ended March 31, 2017, compared to $711 thousand for the same period of the prior year. The following table presents the changes in OREO during the periods indicated:

 

   

Three Months Ended March 31,

 
   

2017

   

2016

 
   

Non-covered

   

Covered

   

Total

   

Non-covered

   

Covered

   

Total

 

(Amounts in thousands)

                                               

Beginning balance

  $ 5,109     $ 276     $ 5,385     $ 4,873     $ 4,034     $ 8,907  

Additions

    358       14       372       1,995       -       1,995  

Disposals

    (861 )     (56 )     (917 )     (1,146 )     (1,571 )     (2,717 )

Valuation adjustments

    (129 )     7       (122 )     (409 )     (184 )     (593 )

Ending balance

  $ 4,477     $ 241     $ 4,718     $ 5,313     $ 2,279     $ 7,592  

 

 Allowance for Loan Losses

 

The allowance for loan losses is maintained at a level management deems sufficient to absorb probable loan losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses and recoveries of prior loan charge-offs and decreased by loans charged off. The provision for loan losses is calculated and charged to expense to bring the allowance to an appropriate level using a systematic process of measurement that requires significant judgments and estimates. As of December 31, 2016, our qualitative risk factors reflect a stable risk of loan losses due to consistent asset quality metrics and relatively stable business and economic conditions in our primary market areas. The loan portfolio is continually monitored for deterioration in credit, which may result in the need to increase the allowance for loan losses in future periods. Management considered the allowance adequate as of March 31, 2017; however, no assurance can be made that additions to the allowance will not be required in future periods. For additional information, see Note 5, “Allowance for Loan Losses,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

 

The allowance for loan losses as of March 31, 2017, increased $510 thousand, or 2.84%, from December 31, 2016. The increase was largely attributed to a $451 thousand increase in specific reserves on impaired loans. The non-PCI allowance as a percent of non-covered loans totaled 1.03% as of March 31, 2017, compared to 1.00% as of December 31, 2016. PCI loans were aggregated into five loan pools as of March 31, 2017, and December 31, 2016: Waccamaw commercial, Waccamaw serviced home equity lines, Waccamaw residential, Peoples Bank of Virginia (“Peoples”) commercial, and Peoples residential. The cash flow analysis performed for the PCI loan pools as of March 31, 2017, and December 31, 2016, identified one pool as impaired with a cumulative impairment of $12 thousand. We recorded a net recovery of $18 thousand for the three months ended March 31, 2017, compared to a net charge-off of $962 thousand in the same period of the prior year, largely due to an overall reduction in charge-offs for commercial and consumer real estate loans.

 

 

The following table presents the changes in the allowance for loan losses, by loan class, during the periods indicated:

 

   

Three Months Ended March 31,

 
   

2017

   

2016

 
   

Non-PCI

Portfolio

   

PCI Portfolio

   

Total

   

Non-PCI

Portfolio

   

PCI Portfolio

   

Total

 

(Amounts in thousands)

                                               

Beginning balance

  $ 17,936     $ 12     $ 17,948     $ 20,179     $ 54     $ 20,233  

Provision for (recovery of) loan losses

    492       -       492       1,226       (30 )     1,196  

Benefit attributable to the FDIC indemnification asset

    -       -       -       -       (9 )     (9 )

Provision for (recovery of) loan losses charged to operations

    492       -       492       1,226       (39 )     1,187  

Recovery of loan losses recorded through the FDIC indemnification asset

    -       -       -       -       9       9  

Charge-offs

    (357 )     -       (357 )     (1,228 )     -       (1,228 )

Recoveries

    375       -       375       266       -       266  

Net recoveries (charge-offs)

    18       -       18       (962 )     -       (962 )

Ending balance

  $ 18,446     $ 12     $ 18,458     $ 20,443     $ 24     $ 20,467  

 

Deposits

 

Total deposits as of March 31, 2017, increased $65.26 million, or 3.54%, compared to December 31, 2016. Noninterest-bearing deposits increased $39.97 million; interest-bearing deposits increased $14.57 million; savings deposits, which include money market accounts and savings accounts, increased $5.90 million; and time deposits, which include certificates of deposit and individual retirement accounts, increased $4.82 million as of March 31, 2017, compared to December 31, 2016.

 

Borrowings

 

Total borrowings as of March 31, 2017, decreased $22.82 million, or 12.77%, compared to December 31, 2016. Short-term borrowings consisted of retail repurchase agreements, which decreased $7.35 million, or 10.07%, while the weighted average rate remained constant at 0.07%, as of March 31, 2017, and December 31, 2016.

 

Long-term borrowings consisted of wholesale repurchase agreements; FHLB borrowings, including convertible and callable advances; and other obligations as of March 31, 2017. Wholesale repurchase agreements totaled $25.00 million with a weighted average rate of 3.18% as of March 31, 2017, and December 31, 2016. Long-term FHLB borrowings totaled $65.00 million with a weighted average rate of 4.04% as of March 31, 2017, and December 31, 2016. The Company redeemed all of its trust preferred securities on January 9, 2017, resulting in a decrease of $15.46 million in subordinate debt.

 

Liquidity and Capital Resources

 

Liquidity

 

Liquidity is a measure of our ability to convert assets to cash or raise cash to meet financial obligations. We believe that liquidity management should encompass an overall balance sheet approach that draws together all sources and uses of liquidity. Poor or inadequate liquidity risk management may result in a funding deficit that could have a material impact on our operations. We maintain a liquidity risk management policy and contingency funding policy (“Liquidity Plan”) to detect potential liquidity issues and protect our depositors, creditors, and shareholders. The Liquidity Plan includes various internal and external indicators that are reviewed on a recurring basis by our Asset/Liability Management Committee (“ALCO”), which reports to the Board of Directors. ALCO reviews liquidity risk exposure and policies related to liquidity management; ensures that systems and internal controls are consistent with liquidity policies; and provides accurate reports about liquidity needs, sources, and compliance. The Liquidity Plan involves ongoing monitoring and estimation of potentially credit sensitive liabilities and the sources and amounts of balance sheet and external liquidity available to replace outflows during a funding crisis. The liquidity model incorporates various funding crisis scenarios and a specific action plan is formulated, and activated, when a financial shock that affects our normal funding activities is identified. Generally, the plan will reflect a strategy of replacing liability outflows with alternative liabilities, rather than balance sheet asset liquidity, to the extent that significant premiums can be avoided. If alternative liabilities are not available, outflows will be met through liquidation of balance sheet assets, including unpledged securities.

 

As a financial holding company, the Company’s primary source of liquidity is dividends received from the Bank, which are subject to certain regulatory limitations. Other sources of liquidity include cash, investment securities, and borrowings. As of March 31, 2017, the Company’s cash reserves and investment securities totaled $8.79 million and availability on an unsecured, committed line of credit with an unrelated financial institution totaled $15.00 million. There was no outstanding balance on the line of credit as of March 31, 2017. The Company’s cash reserves and investments provide adequate working capital to meet obligations, projected dividends to shareholders, and anticipated debt repayments for the next twelve months.

 

 

In addition to cash on hand and deposits with other financial institutions, we rely on customer deposits, cash flows from loans and investment securities, and lines of credit from the FHLB and the Federal Reserve Bank (“FRB”) Discount Window to meet potential liquidity demands. These sources of liquidity are immediately available to satisfy deposit withdrawals, customer credit needs, and our operations. Secondary sources of liquidity include approved lines of credit with correspondent banks and unpledged available-for-sale securities. As of March 31, 2017, unencumbered cash totaled $152.85 million, unused borrowing capacity from the FHLB of $555.78 million, available credit from the FRB Discount Window of $9.09 million, available lines from correspondent banks of $90.00 million, and unpledged available-for-sale securities of $24.89 million.

 

Cash Flows

 

The following table summarizes the components of cash flow for the periods indicated:

 

   

Three Months Ended March 31,

 
   

2017

   

2016

 

(Amounts in thousands)

               

Net cash provided by operating activities

  $ 10,688     $ 11,184  

Net cash provided by (used in) investing activities

    26,280       (27,462 )

Net cash provided by financing activities

    39,576       4,078  

Net increase (decrease) in cash and cash equivalents

    76,544       (12,200 )

Cash and cash equivalents at beginning of period

    76,307       51,787  

Cash and cash equivalents at end of period

  $ 152,851     $ 39,587  

 

Cash and cash equivalents increased $76.54 million for the three months ended March 31, 2017, compared to a decrease of $12.20 million for the same period of the prior year primarily due to investing and financing activities. Net cash provided by investing activities increased $53.74 million for the three months ended March 31, 2017, compared to the same period of the prior year, which was largely the result of a decrease in loan originations. Net cash provided by financing activities increased $35.50 million for the three months ended March 31, 2017, compared to the same period of the prior year primarily due to increases in deposit accounts. Net cash provided by operating activities decreased $496 thousand for the three months ended March 31, 2017, compared to the same period of the prior year.

 

Capital Resources

 

We are committed to effectively managing our capital to protect our depositors, creditors, and shareholders. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on our operations. Total stockholders’ equity as of March 31, 2017, increased $4.35 million, or 1.28%, to $343.40 million from $339.06 million as of December 31, 2016. The change in stockholders’ equity was largely due to net income of $6.20 million and other comprehensive income (“OCI”) of $530 thousand offset by dividends declared on our common stock of $2.72 million. OCI was primarily due to an increase in net unrealized gains on securities. In accordance with current regulatory guidelines, accumulated other comprehensive income/(loss) is largely excluded from stockholders' equity in the calculation of our capital ratios. We repurchased 6,800 shares of our common stock totaling $164 thousand in the first quarter of 2017. Our book value per common share increased $0.23, or 1.15%, to $20.18 as of March 31, 2017, from $19.95 as of December 31, 2016.

 

Capital Adequacy Requirements

 

Risk-based capital guidelines, issued by state and federal banking agencies, include balance sheet assets and off-balance sheet arrangements weighted by the risks inherent in the specific asset type. Our current risk-based capital requirements, based on the international capital standards known as Basel III, became effective on January 1, 2015, subject to a four-year phase-in period. Basel III’s capital conservation buffer became effective on January 1, 2016, at 0.625%, and will be phased in over a four-year period (increasing by an additional 0.625% each year until it reaches 2.5% on January 1, 2019). A description of the Basel III capital rules is included in Part I, Item 1 of the 2016 Form 10-K. Our current required capital ratios are as follows:

 

 

4.5% Common Equity Tier 1 capital to risk-weighted assets (effectively 5.75% including the capital conservation buffer)

 

6.0% Tier 1 capital to risk-weighted assets (effectively 7.25% including the capital conservation buffer)

 

8.0% Total capital to risk-weighted assets (effectively 9.25% including the capital conservation buffer)

 

4.0% Tier 1 capital to average consolidated assets (“Tier 1 leverage ratio”)

 

  

The following table presents our capital ratios as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

The Company

               

Common equity Tier 1 ratio

    14.39%       13.88%  

Tier 1 risk-based capital ratio

    14.39%       14.74%  

Total risk-based capital ratio

    15.49%       15.79%  

Tier 1 leverage ratio

    10.74%       11.07%  
                 

The Bank

               

Common equity Tier 1 ratio

    13.36%       12.93%  

Tier 1 risk-based capital ratio

    13.36%       12.93%  

Total risk-based capital ratio

    14.47%       13.98%  

Tier 1 leverage ratio

    9.97%       9.71%  

 

Our capital ratios as of March 31, 2017, increased from December 31, 2016, primarily due to a decrease in risk-weighted assets. As of March 31, 2017, we continued to meet all capital adequacy requirements and were classified as well-capitalized under the regulatory framework for prompt corrective action. Management believes there have been no conditions or events since those notifications that would change the Bank’s classification. Additionally, our capital ratios were in excess of the minimum standards under the Basel III capital rules on a fully phased-in basis, if such requirements were in effect, as of March 31, 2017.

 

Off-Balance Sheet Arrangements

 

We extend contractual commitments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. Our exposure to credit loss in the event of nonperformance by other parties to financial instruments is the same as the contractual amount of the instrument. The following table presents our off-balance sheet arrangements as of the dates indicated:

 

   

March 31, 2017

   

December 31, 2016

 

(Amounts in thousands)

               

Commitments to extend credit

  $ 251,034     $ 261,801  

Financial letters of credit

    550       4,756  

Performance letters of credit(1)

    79,627       79,144  

Total off-balance sheet risk

  $ 331,211     $ 345,701  
                 

Reserve for unfunded commitments

  $ 326     $ 326  

(1) Includes FHLB letters of credit 

 

Market Risk and Interest Rate Sensitivity

 

Market risk represents the risk of loss due to adverse changes in current and future cash flows, fair values, earnings, or capital due to movements in interest rates and other factors. Our profitability is largely dependent upon net interest income, which is subject to variation due to changes in the interest rate environment and unbalanced repricing opportunities. We are subject to interest rate risk when interest-earning assets and interest-bearing liabilities reprice at differing times, when underlying rates change at different levels or in varying degrees, when there is an unequal change in the spread between two or more rates for different maturities, and when embedded options, if any, are exercised. ALCO reviews our mix of assets and liabilities with the goal of limiting exposure to interest rate risk, ensuring adequate liquidity, and coordinating sources and uses of funds while maintaining an acceptable level of net interest income given the current interest rate environment. ALCO is also responsible for overseeing the formulation and implementation of policies and strategies to improve balance sheet positioning and mitigate the effect of interest rate changes.

 

 

In order to manage our exposure to interest rate risk, we periodically review third-party and internal simulation models that project net interest income at risk, which measures the impact of different interest rate scenarios on net interest income, and the economic value of equity at risk, which measures potential long-term risk in the balance sheet by valuing our assets and liabilities at fair value under different interest rate scenarios. Simulation results show the existence and severity of interest rate risk in each scenario based on our current balance sheet position, assumptions about changes in the volume and mix of interest-earning assets and interest-bearing liabilities, and estimated yields earned on assets and rates paid on liabilities. The simulation model provides the best tool available to us and the industry for managing interest rate risk; however, the model cannot precisely predict the impact of fluctuations in interest rates on net interest income due to the use of significant estimates and assumptions. Actual results will differ from simulated results due to the timing, magnitude, and frequency of interest rate changes; changes in market conditions and customer behavior; and changes in our strategies that management might undertake in response to a sudden and sustained rate shock.

 

On March 15, 2017, the Federal Open Market Committee raised the benchmark federal funds rate 25 basis points to a range of 75 to 100 basis points. The following table presents the sensitivity of net interest income from immediate and sustained rate shocks in various interest rate scenarios over a twelve-month period for the periods indicated. Due to the current target rate, we do not reflect a decrease of more than 100 basis points from current rates in our analysis.

 

   

March 31, 2017

   

December 31, 2016

 
   

Change in

   

Percent

   

Change in

   

Percent

 

Increase (Decrease) in Basis Points

 

Net Interest Income

   

Change

   

Net Interest Income

   

Change

 

(Dollars in thousands)

                               
300   $ 2,899       3.5 %   $ 526       0.6 %
200     2,088       2.5 %     438       0.5 %
100     1,097       1.3 %     183       0.2 %
(100)     (4,363 )     -5.2 %     (2,616 )     -3.1 %

 

We have established policy limits for tolerance of interest rate risk in various interest rate scenarios and exposure limits to changes in the economic value of equity. As of March 31, 2017, exposure to interest rate risk is within our defined policy limits.

 

The Company primarily uses derivative instruments to manage exposure to market risk and meet customer financing needs. As of March 31, 2017, we maintained interest rate swap agreements with notional amounts totaling $4.76 million to modify our exposure to interest rate risk caused by changes in the LIBOR curve in relation to certain designated fixed rate loans. The fair value of the swap agreements, which are accounted for as fair value hedges and recorded as derivative liabilities, totaled $142 thousand as of March 31, 2017, and $167 thousand as of December 31, 2016. For additional information, see Note 9, “Derivative Instruments and Hedging Activities,” to the Condensed Consolidated Financial Statements in Item 1 of this report.

 

Inflation and Changing Prices

 

Our consolidated financial statements and related notes are presented in accordance with GAAP, which requires the measurement of results of operations and financial position in historical dollars. Inflation may cause a rise in price levels and changes in the relative purchasing power of money. These inflationary effects are not reflected in historical dollar measurements. The primary effect of inflation on our operations is increased operating costs. In management’s opinion, interest rates have a greater impact on our financial performance than inflation. Interest rates do not necessarily fluctuate in the same direction, or to the same extent, as the price of goods and services; therefore, the effect of inflation on businesses with large investments in property, plant, and inventory is generally more significant than the effect on financial institutions. The U.S. inflation rate continues to be relatively stable, and management believes that any changes in inflation will not be material to our financial performance.

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

The information required in this item is incorporated by reference to “Market Risk and Interest Rate Sensitivity” in Item 2 of this report.

 

Item 4.

Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

In connection with this report, we conducted an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures under the Exchange Act Rule 13a-15(b). Based upon that evaluation, the CEO and CFO concluded that, as of March 31, 2017, our disclosure controls and procedures were effective.

 

 

Disclosure controls and procedures are our Company’s controls and other procedures that are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions about required disclosure.

 

Management, including the CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or management’s override of the controls.

 

Changes in Internal Control over Financial Reporting

 

We assess the adequacy of our internal control over financial reporting quarterly and enhance our controls in response to internal control assessments and internal and external audit and regulatory recommendations. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2017, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II.

OTHER INFORMATION

 

ITEM 1.

Legal Proceedings

 

We are currently a defendant in various legal actions and asserted claims in the normal course of business. Although we are unable to assess the ultimate outcome of each matter with certainty, we believe that the resolution of these actions should not have a material adverse effect on our financial position, results of operations, or cash flows.

 

ITEM 1A.

Risk Factors

 

Our risk factors discuss potential events, trends, or other circumstances that could adversely affect our business, financial condition, results of operations, cash flows, liquidity, access to capital resources, and, consequently, cause the market value of our common stock to decline. These risks could cause our future results to differ materially from historical results and expectations of future financial performance. If any of the risks occur and the market price of our common stock declines significantly, individuals may lose all, or part, of their investment in our company. Individuals should carefully consider our risk factors and information included, or incorporated by reference, in this report before making an investment decision. There may be risks and uncertainties that we have not identified or that we have deemed immaterial that could adversely affect our business; therefore, our risk factors are not intended to be an exhaustive list of all risks we face. There have been no material changes to the risk factors included in Part I, Item 1A, “Risk Factors,” of our 2016 Form 10-K.

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)

Not Applicable

 

(b)

Not Applicable

 

(c)

Issuer Purchases of Equity Securities

 

We repurchased 6,800 shares of our common stock during the first quarter of 2017 compared to 487,739 shares during the same quarter of the prior year.

 

 

The following table provides information about purchases of our common stock made by us or on our behalf by any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act, during the periods indicated:

 

   

Total Number of

Shares

Purchased

   

Average Price

Paid per

Share

   

Total Number of Shares

Purchased as Part of a

Publicly Announced Plan

   

Maximum Number of Shares

that May Yet be Purchased

Under the Plan(1)

 
                                 

January 1-31, 2017

    -     $ -       -       612,837  

February 1-28, 2017

    -       -       -       612,837  

March 1-31, 2017

    6,800       24.07       6,800       631,406  

Total

    6,800     $ 24.07       6,800          

                                                                                             

(1)

Our stock repurchase plan, as amended, authorizes the purchase and retention of up to 5,000,000 shares. The plan has no expiration date and is currently in effect. No determination has been made to terminate the plan or to cease making purchases. We held 4,368,594 shares in treasury as of March 31, 2017.

 

ITEM 3.

Defaults Upon Senior Securities

 

None.

 

ITEM 4.

Mine Safety Disclosures

 

None.

 

ITEM 5.

Other Information

 

None.

 

ITEM 6.

Exhibits

 

Exhibit

No.

  Exhibit

3.1

 

Articles of Incorporation of First Community Bancshares, Inc., as amended, incorporated by reference to Exhibit 3(i) of the Quarterly Report on Form 10-Q for the period ended June 30, 2010, filed on August 16, 2010

3.2

 

Amended and Restated Bylaws of First Community Bancshares, Inc., incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K dated February 23, 2016, filed on February 25, 2016

4.1

 

Specimen stock certificate of First Community Bancshares, Inc., incorporated by reference to Exhibit 4.1 of the Annual Report on Form 10-K for the period ended December 31, 2002, filed on March 25, 2003, amended on June 30, 2003

4.2

 

Indenture Agreement dated September 25, 2003, incorporated by reference to Exhibit 4.2 of the Quarterly Report on Form 10-Q for the period ended September 30, 2003, filed on November 10, 2003

4.3

 

Declaration of Trust of FCBI Capital Trust dated September 25, 2003, as amended and restated, incorporated by reference to Exhibit 4.3 of the Quarterly Report on Form 10-Q for the period ended September 30, 2003, filed on November 10, 2003

4.4

 

Preferred Securities Guarantee Agreement dated September 25, 2003, incorporated by reference to Exhibit 4.4 of the Quarterly Report on Form 10-Q for the period ended September 30, 2003, filed on November 10, 2003

10.1**

 

First Community Bancshares, Inc. 1999 Stock Option Plan, incorporated by reference to Exhibit 10.1 of the Annual Report on Form 10-K for the period ended December 31, 1999, filed on March 30, 2000, amended on April 13, 2000, and Amendment One, incorporated by reference to Exhibit 10.1.1 of the Quarterly Report on Form 10-Q for the period ended June 30, 2004, filed on May 7, 2004

10.2**

 

First Community Bancshares, Inc. 1999 Stock Option Agreement, incorporated by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q for the period ended June 30, 2002, filed on August 14, 2002

10.3**

 

First Community Bancshares, Inc. 2001 Nonqualified Director Stock Option Plan, incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q for the period ended June 30, 2002, filed on August 14, 2002

10.4**

 

Employment Agreement between First Community Bancshares, Inc. and John M. Mendez dated December 16, 2008, as amended and restated, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated and filed on December 16, 2008, and Waiver Agreement, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated December 16, 2010, filed on December 17, 2010

 

 

10.5**

 

First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 30, 2008, filed on January 5, 2009; Amendment #1, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated December 16, 2010, filed on December 17, 2010; Amendment #2, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated February 21, 2013, filed on February 25, 2013; Amendment #3, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated May 24, 2016, filed on May 27, 2016; and Amendment #4, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated and filed on February 28, 2017

10.6**

 

First Community Bancshares, Inc. Split Dollar Plan and Agreement, incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K for the period ended December 31, 1999, filed on March 30, 2000, amended on April 13, 2000

10.7**

 

First Community Bancshares, Inc. Supplemental Directors Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 16, 2010, filed on December 17, 2010, and Amendment #2, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016

10.8**

 

First Community Bancshares, Inc. Nonqualified Supplemental Cash or Deferred Retirement Plan, as amended and restated, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K dated August 22, 2006, filed on August 23, 2006, and Amendment #2, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on February 28, 2017

10.9**

 

First Community Bancshares, Inc. 2004 Omnibus Stock Option Plan, incorporated by reference to Annex B to the 2004 First Community Bancshares, Inc. Definitive Proxy Statement filed on March 15, 2004, and Stock Award Agreement, incorporated by reference to Exhibit 10.13 of the Quarterly Report on Form 10-Q for the period ended June 30, 2004, filed on August 6, 2004

10.10**

 

First Community Bancshares, Inc. 2012 Omnibus Equity Compensation Plan, incorporated by reference to the 2012 First Community Bancshares, Inc. Definitive Proxy Statement filed on March 7, 2012

10.11**

 

First Community Bancshares, Inc. Directors Deferred Compensation Plan, as amended and restated, incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K dated August 22, 2006, filed on August 23, 2006

10.12**

 

Employment Agreement between First Community Bancshares, Inc. and David D. Brown dated April 16, 2015, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated and filed on April 16, 2015

10.13**

 

Employment Agreement between First Community Bancshares, Inc. and E. Stephen Lilly dated April 16, 2015, incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K dated and filed on April 16, 2015

10.14**

 

Employment Agreement between First Community Bancshares, Inc. and Gary R. Mills dated April 16, 2015, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on April 16, 2015

10.15**

 

Employment Agreement between First Community Bancshares, Inc. and Martyn A. Pell dated April 16, 2015, incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K dated and filed on April 16, 2015, and Amendment #1 dated May 27, 2016, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated May 24, 2016, filed on May 27, 2016

10.16**

 

Employment Agreement between First Community Bank and Robert L. Schumacher dated April 16, 2015, incorporated by reference to the Current Report on Form 8-K dated and filed on April 16, 2015

10.17**

 

Employment Agreement between First Community Bancshares, Inc. and William P. Stafford, II dated April 16, 2015, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated and filed on April 16, 2015

10.18**

 

Employment Agreement between First Community Bank and Mark R. Evans dated July 31, 2009, incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K dated April 2, 2009, filed on April 3, 2009

10.19**

 

Form of Restricted Stock Grant Agreement under First Community Bancshares, Inc. 2012 Omnibus Equity Compensation Plan, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K dated and filed May 28, 2013

10.20**

 

Separation Agreement and Release between First Community Bancshares, Inc. and John M. Mendez dated August 28, 2013, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K/A dated August 12, 2013, filed on September 3, 2013

11

 

Statement Regarding Computation of Earnings per Share, incorporated by reference to Note 13 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report

31.1*

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101***

 

Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets as of March 31, 2017, (Unaudited) and December 31, 2016; (ii) Condensed Consolidated Statements of Income (Unaudited) for the three months ended March 31, 2017 and 2016 ; (iii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, 2017 and 2016; (iv) Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the three months ended March 31, 2017 and 2016; (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2017 and 2016; and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

 

*

Filed herewith

**

Indicates a management contract or compensation plan or agreement

***

Submitted electronically herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 5th day of May, 2017.

 

   

First Community Bancshares, Inc.

(Registrant)

     
     
   

/s/ William P. Stafford, II

     
   

William P. Stafford, II

   

Chief Executive Officer

   

(Principal Executive Officer)

     
     
     
     
   

/s/ David D. Brown

     
   

David D. Brown

   

Chief Financial Officer

   

(Principal Accounting Officer)

 

 

EXHIBIT INDEX

 

Exhibit

No.

 

 Exhibit

31.1  

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101   Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets as of March 31, 2017, (Unaudited) and December 31, 2016; (ii) Condensed Consolidated Statements of Income (Unaudited) for the three months ended March 31, 2017 and 2016 ; (iii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, 2017 and 2016; (iv) Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the three months ended March 31, 2017 and 2016; (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2017 and 2016; and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

 

 

58