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FIRST COMMUNITY CORP /SC/ - Quarter Report: 2017 March (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

 (Mark One)  
x  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2017  
     
o  Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____ to _____  

 

Commission File No. 000-28344

 

FIRST COMMUNITY CORPORATION
(Exact name of registrant as specified in its charter)
 
South Carolina 57-1010751

(State or other jurisdiction of incorporation
or organization)

(I.R.S. Employer Identification No.)

5455 Sunset Boulevard, Lexington, South Carolina 29072

(Address of principal executive offices)      (Zip Code)

 

(803) 951-2265

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

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 x    No o

 

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).   x Yes   o No

 

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

Large accelerated filer o   Accelerated filer x  
Non-accelerated filer   o (Do not check if a smaller reporting company) Smaller reporting company o  
    Emerging growth company o  

 

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. o

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: On May 9, 2017, 6,697,130 shares of the issuer’s common stock, par value $1.00 per share, were issued and outstanding.

 
 

TABLE OF CONTENTS

   
  Page
PART I - FINANCIAL INFORMATION 3

Item 1. Financial Statements

3
Consolidated Balance Sheets 3
  Consolidated Statements of Income 4
  Consolidated Statements of Comprehensive Income 5
  Consolidated Statements of Changes in Shareholders’ Equity 6
  Consolidated Statements of Cash Flows 7
  Notes to Consolidated Financial Statements 8
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations 35
Item 3.  Quantitative and Qualitative Disclosures About Market Risk   49
Item 4.  Controls and Procedures 49
     
PART II – OTHER INFORMATION 50
Item 1.  Legal Proceedings 50
Item 1A. Risk Factors 50
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds 50
Item 3.  Defaults Upon Senior Securities 50
Item 4.  Mine Safety Disclosures 50
Item 5.  Other Information 50
Item 6.  Exhibits 50
     
SIGNATURES 51
INDEX TO EXHIBITS  
EX-31.1 RULE 13A-14(A) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER  
EX-31.2 RULE 13A-14(A) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER  
EX-32 SECTION 1350 CERTIFICATIONS  
 
 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FIRST COMMUNITY CORPORATION
CONSOLIDATED BALANCE SHEETS
 
   March 31,     
(Dollars in thousands, except par value)  2017   December 31, 
   (Unaudited)   2016 
ASSETS          
Cash and due from banks  $12,022   $11,925 
Interest-bearing bank balances   17,435    9,475 
Federal funds sold and securities purchased under agreements to resell   600    599 
Investment securities held-to-maturity   17,148    17,193 
Investment securities available-for-sale   242,896    253,394 
Other investments, at cost   2,494    1,809 
Loans held for sale   4,191    5,707 
Loans   555,298    546,709 
Less, allowance for loan losses   5,368    5,214 
Net loans   549,930    541,495 
Property, furniture and equipment - net   30,765    29,833 
Land held for sale   1,055    1,055 
Bank owned life insurance   21,050    20,905 
Other real estate owned   1,156    1,146 
Intangible assets   1,027    1,102 
Goodwill   5,078    5,078 
Other assets   8,066    14,077 
Total assets  $914,913   $914,793 
LIABILITIES          
Deposits:          
Non-interest bearing  $192,165   $182,915 
Interest bearing   583,446    583,707 
Total deposits   775,611    766,622 
Securities sold under agreements to repurchase   19,388    19,527 
Federal Home Loan Bank advances   15,548    24,035 
Junior subordinated debt   14,964    14,964 
Other liabilities   6,271    7,784 
Total liabilities   831,782    832,932 
SHAREHOLDERS’ EQUITY          
Preferred stock, par value $1.00 per share, 10,000,000 shares authorized; none issued and outstanding        
Common stock, par value $1.00 per share; 10,000,000 shares authorized; issued and outstanding 6,697,130 at March 31, 2017 6,708,393 at December 31, 2016   6,697    6,708 
Common stock warrants issued   46    46 
Nonvested restricted stock   (256)   (220)
Additional paid in capital   75,786    75,991 
Retained earnings   1,732    573 
Accumulated other comprehensive loss   (874)   (1,237)
Total shareholders’ equity   83,131    81,861 
Total liabilities and shareholders’ equity  $914,913   $914,793 

 

See Notes to Consolidated Financial Statements

3
 
FIRST COMMUNITY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
         
(Dollars in thousands, except per share amounts)  Three Months ended March 31, 
   2017   2016 
Interest and dividend income:          
Loans, including fees  $6,326   $5,681 
Investment securities - taxable   945    948 
Investment securities - non taxable   473    485 
Federal funds sold and securities purchased under resale agreements   19    14 
Other   10    9 
Total interest income   7,773    7,137 
Interest expense:          
Deposits   442    448 
Federal funds sold and securities sold under agreement to repurchase   10    10 
Other borrowed money   260    342 
Total interest expense   712    800 
Net interest income   7,061    6,337 
Provision for loan losses   116    140 
Net interest income after provision for loan losses   6,945    6,197 
Non-interest income:          
Deposit service charges   320    347 
Mortgage banking income   670    665 
Investment advisory and non-deposit commissions   258    291 
Gain on sale of securities   54    59 
Gain on sale of other real estate owned   20    3 
Loss on early extinguishment of debt   (58)    
Other   714    724 
Total non-interest income   1,978    2,089 
Non-interest expense:          
Salaries and employee benefits   4,086    3,751 
Occupancy   527    559 
Equipment   446    429 
Marketing and public relations   221    94 
FDIC Assessment   78    138 
Other real estate expense   27    51 
Amortization of intangibles   75    83 
Other   1,260    1,237 
Total non-interest expense   6,720    6,342 
Net income before tax   2,203    1,944 
Income taxes   447    476 
Net income  $1,756   $1,468 
           
Basic earnings per common share  $0.27   $0.22 
Diluted earnings per common share  $0.26   $0.22 
           

See Notes to Consolidated Financial Statements

4
 
FIRST COMMUNITY CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited) 

        
 (Dollars in thousands)  Three months ended March 31, 
   2017   2016 
         
Net income  $1,756   $1,468 
           
Other comprehensive income:          
Unrealized gain during the period on available-for-sale securities, net of tax of $206 and $946, respectively   399    1,836 
           
Less: Reclassification adjustment for gain on available-for-sale securities included in net income, net of tax expense of $18 and $20, respectively   (36)   (39)
           
Other comprehensive income   363    1,797 
Comprehensive income  $2,119   $3,265 
           

See Notes to Consolidated Financial Statements

5
 

FIRST COMMUNITY CORPORATION

Consolidated Statements of Changes in Shareholders’ Equity
Three Months ended March 31, 2017 and March 31, 2016
(Unaudited)

                                 
                          Accumulated      
   Common      Common   Additional   Nonvested   Retained   Other      
  Shares   Common   Stock   Paid-in   Restricted   Earnings   Comprehensive     
(Dollars in thousands)  Issued   Stock   Warrants   Capital   Stock   (Deficit)   Income   Total 
Balance December 31, 2015   6,690   $6,690   $46   $75,761   $(297)  $(3,992)  $830   $79,038 
Net income                            1,468         1,468 
Other comprehensive income net of tax of $926                                 1,797    1,797 
Issuance of restricted stock    22    22        268   (290             
Amortization of compensation on  restricted stock                       97              97 
Shares retired   (26)   (26)        (327)                  (353)
Issuance of common stock   1    1         13                   14 
Dividends: Common  ($0.08 per share)                            (527)        (527)
Dividend reinvestment plan   6    6         71                   77 
Balance March 31, 2016   6,693   $6,693   $46   $75,786   $(490)  $(3,051)  $2,627   $81,611 
                                         
Balance December 31, 2016   6,708   $6,708   $46   $75,991   $(220)  $573   $(1,237)  $81,861 
Net income                            1,756         1,756 
Other comprehensive income net of tax of $188                                 363    363 
Issuance of restricted stock   5    5         100    (105)              
Amortization of compensation on  restricted stock                       60              60 
Shares forfeited   (2)   (2)        (27)   9              (20)
Shares retired   (19)   (19)        (369)                  (388)
Dividends: Common  ($0.09 per share)                            (597)        (597)
Dividend reinvestment plan   5    5         91                  96 
Balance March 31, 2017   6,697   $6,697   $46   $75,786   $(256)  $1,732   $(874)  $83,131 

                                                                 

See Notes to Consolidated Financial Statements

6
 
FIRST COMMUNITY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   Three months ended
March 31,
 
(Dollars in thousands)  2017   2016 
Cash flows from operating activities:          
   Net income  $1,756   $1,468 
   Adjustments to reconcile net income to net cash provided from operating activities:          
       Depreciation   357    325 
       Premium amortization   871    976 
       Provision for loan losses   116    140 
       Write-down of other real estate owned   11    5 
       Gain on sale of other real estate owned   (20)   (3)
       Origination of  loans held-for-sale   (19,162)   (18,184)
       Sale of loans held-for-sale   20,678    18,601 
       Amortization of intangibles   75    83 
       Accretion on acquired loans   (70)   (235)
       Writedown of land held for sale   90     
       Gain on sale of securities   (54)   (59)
       Loss on extinguishment of debt   58     
       (Increase) Decrease in other assets   5,768    (5)
       Decrease in other liabilities   (1,512)   (290)
           Net cash provided from operating activities   8,962    2,822 
Cash flows from investing activities:          
   Purchase of investment securities available-for-sale   (1,733)   (20,362)
   Maturity/call of investment securities available-for-sale   8,679    8,614 
   Proceeds from sale of securities available-for-sale   2,414    11,479 
   Proceeds from sale of other securities   314     
   Increase in loans   (8,596)   (4,668)
   Proceeds from sale of other real estate owned   5    981 
   Purchase of property and equipment   (1,379)   (580)
           Net cash used in investing activities   (296)   (4,536)
Cash flows from financing activities:          
   Increase in deposit accounts   9,003    6,085 
   Decrease in securities sold under agreements to repurchase   (139)   (336)
   Advances from the Federal Home Loan Bank   14,000    30,500 
   Repayment of advances from Federal Home Loan Bank   (22,563)   (30,861)
   Issuance of common stock       14 
   Shares forfeited   (20)    
   Shares retired   (388)   (353)
   Dividends paid:  Common Stock   (597)   (527)
   Dividend reinvestment plan   96    77 
           Net cash (used) provided from financing activities   (608)   4,599 
Net increase in cash and cash equivalents   8,058    2,885 
Cash and cash equivalents at beginning of period   21,999    22,940 
Cash and cash equivalents at end of period  $30,057   $25,825 
Supplemental disclosure:          
   Cash paid during the period for:          
      Interest  $705   $782 
      Income taxes  $275   $50 
   Non-cash investing and financing activities:          
      Unrealized gain on securities  $363   $1,797 
      Transfer of loans to foreclosed property  $26   $11 
           

See Notes to Consolidated Financial Statements 

7
 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 1 - Basis of Presentation

 

In the opinion of management, the accompanying unaudited consolidated balance sheets, and the consolidated statements of income, comprehensive income, changes in shareholders’ equity, and the cash flows of First Community Corporation (the “Company”), present fairly in all material respects the Company’s financial position at March 31, 2017 and December 31, 2016, and the Company’s results of operations and cash flows for the three months ended March 31, 2017 and 2016. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

 

In the opinion of management, all adjustments necessary to fairly present the consolidated financial position and consolidated results of operations have been made. All such adjustments are of a normal, recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements and notes thereto are presented in accordance with the instructions for Form 10-Q. The information included in the Company’s 2016 Annual Report on Form 10-K should be referred to in connection with these unaudited interim financial statements.    

8
 

Note 2 – Earnings Per Common Share

 

The following reconciles the numerator and denominator of the basic and diluted earnings per common share computation:

 

(In thousands except average market price)

   Three months 
   ended March 31, 
   2017   2016 
         
Numerator (Net income available to common shareholders)  $1,756   $1,468 
           
Denominator          
Weighted average common shares outstanding for:          
Basic shares   6,619    6,573 
Dilutive securities:          
Deferred compensation   55    36 
Warrants/Restricted stock -Treasury stock method   140    142 
Diluted shares   6,814    6,751 
The average market price used in calculating assumed number of shares  $20.42   $13.64 

 

There were no options outstanding as of March 31, 2017 and March 31, 2016.

 

In the fourth quarter of 2011, we issued $2.5 million in 8.75% subordinated notes maturing December 16, 2019. On November 15, 2012, the subordinated notes were redeemed in full at par. Warrants for 107,500 shares of common stock at $5.90 per share were issued in connection with the issuance of the subordinated debt. There were 97,180 warrants outstanding at March 31, 2017. These warrants expire December 16, 2019 and are included in dilutive securities in the table above.

 

The Company has issued a total of 138,000 restricted shares under the terms of its compensation plans and employment agreements. The employee shares cliff vest over a three year period; the non-employee director shares vest one year after issuance. The unrecognized compensation cost at March 31, 2017 for non-vested shares amounts to $256 thousand. In February 2017, the Company issued 353 stock units, to an employee, that cliff vest over three years. Each unit is convertible into one share of common stock at the time the units vest. The related compensation cost is accrued over the vesting period.

 

In 2006, the Company established a Non-Employee Director Deferred Compensation Plan, whereby a director may elect to defer all or any part of annual retainer and monthly meeting fees payable with respect to service on the board of directors or a committee of the board. Units of common stock are credited to the director’s account at the time compensation is earned and are included in dilutive securities in the table above. At March 31, 2017 and December 31, 2016, there were 105,909 and 101,888 units in the plan, respectively. The accrued liability at March 31, 2017 and December 31, 2016 amounted to $1.1 million and $966 thousand, respectively, and is included in “Other liabilities” on the balance sheet. 

9
 

Note 3—Investment Securities

 

The amortized cost and estimated fair values of investment securities are summarized below:

AVAILABLE-FOR-SALE:

(Dollars in thousands)  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair Value 
March 31, 2017:                    
US Treasury securities  $1,536   $   $15   $1,521 
Government sponsored enterprises    953    38        991 
Mortgage-backed securities    138,663    479    1,508    137,634 
Small Business Administration pools    48,353    170    532    47,991 
State and local government    53,902    1,087    1,085    53,904 
Corporate and other securities    932        77    855 
   $244,339   $1,774   $3,217   $242,896 
December 31, 2016:                    
US Treasury securities  $1,538   $   $18   $1,520 
Government sponsored enterprises    959    38        997 
Mortgage-backed securities    145,696    480    1,878    144,298 
Small Business Administration pools    50,560    208    584    50,184 
State and local government    54,702    907    1,075    54,534 
Corporate and other securities    1,932        71    1,861 
   $255,387   $1,633   $3,626   $253,394 

 

HELD-TO-MATURITY:

(Dollars in thousands)  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair Value 
March 31, 2017:                    
State and local government   $17,148   $132   $52   $17,228 
   $17,148   $132   $52   $17,228 
December 31, 2016:                    
State and local government   $17,193   $54   $133   $17,114 
   $17,193   $54   $133   $17,114 

 

During the three months ended March 31, 2017 and March 31, 2016, the Company received proceeds of $2.4 million and $11.5 million, respectively, from the sale of investment securities available-for-sale. For the three months ended March 31, 2017, gross realized gains from the sale of investment securities available-for-sale amounted to $73.5 thousand and gross realized losses amounted to $19.2 thousand. Gross realized gains amounted to $58.8 thousand and there were no gross losses from the sale of investment securities for the three months ended March 31, 2016. 

10
 

Note 3—Investment Securities – continued

At March 31, 2017, corporate and other securities available-for-sale included the following at fair value: mutual funds at $795.0 thousand and foreign debt of $60.2 thousand. At December 31, 2016, corporate and other securities available-for-sale included the following at fair value: mutual funds at $801.1 thousand, foreign debt of $60.1 thousand, and corporate preferred stock in the amount of $1.0 million. Other investments, at cost include Federal Home Loan Bank (“FHLB”) stock in the amount of $1.5 million and corporate stock in the amount of $1.0 million at March 31, 2017. The Company held $1.8 million of FHLB stock at December 31, 2016.

The following tables show gross unrealized losses and fair values, aggregated by investment category and length of time that individual securities have been in a continuous loss position, at March 31, 2017 and December 31, 2016. 

   Less than 12 months   12 months or more   Total 
March 31, 2017
(Dollars in thousands)
  Fair Value   Unrealized
Loss
   Fair Value   Unrealized
Loss
   Fair Value   Unrealized
Loss
 
Available-for-sale securities:                              
US Treasury  $1,521   $15   $   $   $1,521   $15 
Government Sponsored Enterprise mortgage-backed securities    63,743    1,297    17,222    211    80,965    1,508 
Small Business Administration pools    13,931    192    22,556    340    36,487    532 
State and local government   18,070    1,085            18,070    1,085 
Corporate bonds and other            795    77    795    77 
Total   $97,265   $2,589   $40,573   $628   $137,838   $3,217 

 

   Less than 12 months   12 months or more   Total 
March 31, 2017
(Dollars in thousands)
  Fair Value   Unrealized
Loss
   Fair Value   Unrealized
Loss
   Fair Value   Unrealized
Loss
 
Held-to-maturity securities:                              
State and local government  $4,511   $52   $   $   $4,511   $52 
Total   $4,511   $52   $   $   $4,511   $52 

 

   Less than 12 months   12 months or more   Total 
December 31, 2016
(Dollars in thousands)
  Fair Value   Unrealized
Loss
   Fair Value   Unrealized
Loss
   Fair Value   Unrealized
Loss
 
Available-for-sale securities:                              
US Treasury  $1,520   $18   $   $   $1,520   $18 
Government Sponsored Enterprise mortgage-backed securities    77,389    1,597    16,655    281    94,044    1,878 
Small Business Administration pools    15,213    206    23,382    378    38,595    584 
State and local government   17,502    1,075            17,502    1,075 
Corporate bonds and other            801    71    801    71 
Total   $111,624   $2,896   $40,838   $730   $152,462   $3,626 
11
 

Note 3—Investment Securities – continued

   Less than 12 months   12 months or more   Total 
December 31, 2016
(Dollars in thousands)
  Fair Value   Unrealized
Loss
   Fair Value   Unrealized
Loss
   Fair Value   Unrealized
Loss
 
Held-to-maturity securities:                              
State and local government  $10,245   $133   $   $   $10,245   $133 
Total   $10,245   $133   $   $   $10,245   $133 

Government Sponsored Enterprise, Mortgage-Backed Securities: The Company owned mortgage-backed securities (“MBSs”), including collateralized mortgage obligations (“CMOs”), issued by government sponsored enterprises (“GSEs”) with an amortized cost of $138.7 million and $145.3 million and approximate fair value of $137.6 million and $143.9 million at March 31, 2017 and December 31, 2016, respectively. As of March 31, 2017 and December 31, 2016, all of the MBSs issued by GSEs were classified as “Available for Sale.” Unrealized losses on certain of these investments are not considered to be “other than temporary,” and we have the intent and ability to hold these until they mature or recover the current book value. The contractual cash flows of the investments are guaranteed by the GSE. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment. Because the Company does not intend to sell these securities and it is more likely than not the Company will not be required sell these securities before a recovery of its amortized cost, which may be maturity, the Company does not consider the investments to be other-than-temporarily impaired at March 31, 2017.

Non-agency Mortgage Backed Securities: The Company held private label mortgage-backed securities (“PLMBSs”), including CMOs, at March 31, 2017 with an amortized cost of $255.8 thousand and approximate fair value of $258.9 thousand. The Company held PLMBSs, including CMOs, at December 31, 2016 with an amortized cost of $427.2 thousand and approximate fair value of $436.5 thousand. Management monitors each of these securities on a quarterly basis to identify any deterioration in the credit quality, collateral values and credit support underlying the investments.

State and Local Governments and Other: Management monitors these securities on a quarterly basis to identify any deterioration in the credit quality. Included in the monitoring is a review of the credit rating, a financial analysis and certain demographic data on the underlying issuer. The Company does not consider these securities to be other-than-temporarily impaired at March 31, 2017.

The following sets forth the amortized cost and fair value of investment securities at March 31, 2017 by contractual maturity. Expected maturities differ from contractual maturities because borrowers may have the right to call or prepay the obligations with or without prepayment penalties. MBSs are based on average life at estimated prepayment speeds.

 

   Available-for-sale   Held-to-maturity 
(Dollars in thousands)  Amortized
Cost
   Fair
Value
   Amortized
Cost
   Fair
Value
 
Due in one year or less   $8,454   $8,552   $   $ 
Due after one year through five years    137,965    138,059    6,942    7,001 
Due after five years through ten years    91,784    90,284    10,206    10,227 
Due after ten years    6,136    6,001         
   $244,339   $242,896   $17,148   $17,228 
12
 

Note 4—Loans

 

Loans summarized by category as of March 31, 2017, December 31, 2016 and March 31, 2016 are as follows:

   March 31,   December 31,   March 31, 
(Dollars in thousands)  2017   2016   2016 
Commercial, financial and agricultural   $40,537   $42,704   $39,092 
Real estate:               
Construction    32,438    45,746    39,311 
Mortgage-residential   46,668    47,472    47,768 
Mortgage-commercial   397,179    371,112    329,093 
Consumer:               
Home equity    30,481    31,368    30,419 
Other    7,995    8,307    8,338 
Total  $555,298   $546,709   $494,021 
13
 

Note 4—Loans-continued

 

The detailed activity in the allowance for loan losses and the recorded investment in loans receivable as of and for the three months ended March 31, 2017 and March 31, 2016 and for the year ended December 31, 2016 is as follows:

 

                                
           Real estate   Real estate                 
       Real estate   Mortgage   Mortgage   Consumer   Consumer         
(Dollars in thousands)  Commercial   Construction   Residential   Commercial   Home equity   Other   Unallocated   Total 
March 31, 2017                                        
Allowance for loan losses:                                        
Beginning balance
December 31, 2016
  $145   $104   $438   $2,793   $153   $127   $1,454   $5,214 
Charge-offs               (24)       (27)       (51
Recoveries   2        1    81    1    4        89 
Provisions   (7)   (33)   (41)   8    9    55    125    116 
Ending balance
March 31, 2017
  $140   $71   $398   $2,858   $163   $159   $1,579   $5,368 
                                         
Ending balances:                                        
                                         
Individually evaluated for impairment  $   $   $2   $5   $   $   $   $7 
                                         
Collectively evaluated for impairment   140    71    396    2,853    163    159    1,579    5,361 
                                         
March 31, 2017
Loans receivable:
                                        
Ending balance-total  $40,537   $32,438   $46,668   $397,179   $30,481   $7,995   $   $555,298 
                                         
Ending balances:                                        
Individually evaluated for impairment           731    4,441    56            5,228 
                                         
Collectively evaluated for impairment  $40,537   $32,438   $45,937   $392,738   $30,425   $7,995   $   $550,070 

 

14
 

Note 4—Loans-continued

                                
           Real estate   Real estate                 
       Real estate   Mortgage   Mortgage   Consumer   Consumer         
(Dollars in thousands)  Commercial   Construction   Residential   Commercial   Home equity   Other   Unallocated   Total 
March 31, 2016                                        
Allowance for loan losses:                                        
Beginning balance
December 31, 2015
  $75   $51   $223   $2,036   $127   $37   $2,047   $4,596 
Charge-offs               (45)       (18)       (63)
Recoveries   2        2    6    1    3        14 
Provisions   (4)   6    12    4    (41)   4    159    140 
Ending balance
March 31, 2016
  $73   $57   $237   $2,001   $87   $26   $2,206   $4,687 
                                         
Ending balances:                                        
                                        
Individually evaluated for impairment  $   $   $   $3   $   $   $   $3 
                                         
Collectively evaluated for impairment   73    57    237    1,998    87    26    2,206    4,684 
                                         
March 31, 2016
Loans receivable:
                                        
Ending balance-total  $39,092   $39,311   $47,768   $329,093   $30,419   $8,338   $   $494,021 
                                         
Ending balances:                                        
                                        
Individually evaluated for impairment   3        877    7,165                8,045 
                                         
Collectively evaluated for impairment  $39,089   $39,311   $46,891   $321,928   $30,419   $8,338   $   $485,976 
15
 

Note 4—Loans-continued

                                
           Real estate   Real estate                 
       Real estate   Mortgage   Mortgage   Consumer   Consumer         
(Dollars in thousands)  Commercial   Construction   Residential   Commercial   Home equity   Other   Unallocated   Total 
December 31, 2016                                        
Allowance for loan losses:                                        
Beginning balance December 31, 2015  $75   $51   $223   $2,036   $127   $37   $2,047   $4,596 
Charge-offs           (11)   (136)   (20)   (72)       (239)
Recoveries   5        40    21    3    14        83 
Provisions   65    53    186    872    43    148    (593)   774 
Ending balance December 31, 2016  $145   $104   $438   $2,793   $153   $127   $1,454   $5,214 
                                         
Ending balances:                                        
Individually evaluated for impairment  $   $   $2   $4   $   $   $   $6 
                                         
Collectively evaluated for impairment   145    104    436    2,789    153    127    1,454    5,208 
                                         
Loans receivable:                                        
Ending balance-total  $42,704   $45,746   $47,472   $371,112   $31,368   $8,307   $   $546,709 
                                         
Ending balances:                                        
                                         
Individually evaluated for impairment           639    5,124    56            5,819 
                                         
Collectively evaluated for impairment  $42,704   $45,746   $46,833   $365,988   $31,312   $8,307   $   $540,890 
                                         

 

Related party loans and lines of credit are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and generally do not involve more than the normal risk of collectability. The following table presents related party loan transactions for the three months ended March 31, 2017 and March 31, 2016:

(Dollars in thousands)  2017   2016 
Beginning Balance December 31,  $6,103   $7,037 
New Loans   2    5 
Less loan repayments   519    179 
Ending Balance March 31,  $5,586   $6,863 
16
 

Note 4—Loans-continued

 

The following table presents at March 31, 2017 and December 31, 2016 loans individually evaluated and considered impaired under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 310 “Accounting by Creditors for Impairment of a Loan.” Impairment includes performing troubled debt restructurings (“TDRs”).

 

(Dollars in thousands)  March 31,   December 31, 
   2017   2016 
Total loans considered impaired   $5,228   $5,819 
Loans considered impaired for which there is a related allowance for loan loss:          
Outstanding loan balance    221    224 
Related allowance    7    6 
Loans considered impaired and previously written down to fair value    5,007    5,595 
Average impaired loans    8,454    8,727 

 

The following tables are by loan category and present at March 31, 2017, December 31, 2016 and March 31, 2016 loans individually evaluated and considered impaired under FASB ASC 310 “Accounting by Creditors for Impairment of a Loan.” Impairment includes performing TDRs.

 

(Dollars in thousands)              Three months ended 
March 31, 2017       Unpaid       Average   Interest 
  Recorded   Principal   Related   Recorded   Income 
   Investment   Balance   Allowance   Investment   Recognized 
With no allowance recorded:                         
  Commercial  $   $   $   $   $ 
  Real estate:                         
    Construction                    
    Mortgage-residential   686    696        749    5 
    Mortgage-commercial   4,265    6,711        7,428    75 
  Consumer:                         
    Home Equity   56    56        56     
    Other                    
                          
With an allowance recorded:                         
  Commercial                    
  Real estate:                         
    Construction                    
    Mortgage-residential   45    45    2    45    1 
    Mortgage-commercial   176    176    5    176    4 
  Consumer:                         
    Home Equity                    
    Other                    
                          
Total:                         
  Commercial                    
  Real estate:                         
    Construction                    
    Mortgage-residential   731    741    2    794    6 
    Mortgage-commercial   4,441    6,887    5    7,604    79 
  Consumer:                         
    Home Equity   56    56        56     
    Other                    
   $5,228   $7,684   $7   $8,454   $85 
17
 

Note 4—Loans-continued

(Dollars in thousands)              Three months ended 
March 31, 2016       Unpaid       Average   Interest 
  Recorded   Principal   Related   Recorded   Income 
   Investment   Balance   Allowance   Investment   Recognized 
With no allowance recorded:                         
  Commercial  $3   $3   $   $8   $ 
  Real estate:                         
    Construction                    
    Mortgage-residential   829    859        1,049    1 
    Mortgage-commercial   7,165    9,902        11,665    25 
  Consumer:                         
    Home Equity                    
    Other                    
                          
With an allowance recorded:                         
  Commercial                    
  Real estate:                         
    Construction                    
    Mortgage-residential   48    48    3    49     
    Mortgage-commercial                    
  Consumer:                         
    Home Equity                    
    Other                    
                          
Total:                         
  Commercial   3    3        8     
  Real estate:                         
    Construction                    
    Mortgage-residential   877    907    3    1,098    1 
    Mortgage-commercial   7,165    9,902        11,665    25 
  Consumer:                         
    Home Equity                    
    Other                    
   $8,045   $10,812   $3   $12,771   $26 
18
 

Note 4—Loans-continued

(Dollars in thousands)                    
December 31, 2016      Unpaid       Average   Interest 
   Recorded   Principal   Related   Recorded   Income 
   Investment   Balance   Allowance   Investment   Recognized 
With no allowance recorded:                         
  Commercial  $   $   $   $   $ 
  Real estate:                         
    Construction                    
    Mortgage-residential   593    603        660     
    Mortgage-commercial   4,946    6,821        7,777    98 
  Consumer:                         
    Home Equity   56    56        56     
    Other                    
                          
With an allowance recorded:                         
  Commercial                    
  Real estate:                         
    Construction                    
    Mortgage-residential   46    46    2    48    2 
    Mortgage-commercial   178    178    4    186    12 
  Consumer:                         
    Home Equity                    
    Other                    
                          
Total:                         
  Commercial                    
  Real estate:                         
    Construction                    
    Mortgage-residential   639    649    2    708    2 
    Mortgage-commercial   5,124    6,999    4    7,963    110 
  Consumer:                         
    Home Equity   56    56        56     
    Other                    
   $5,819   $7,704   $6   $8,727   $112 
19
 

Note 4—Loans-continued

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a monthly basis. The Company uses the following definitions for risk ratings:

 

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

 

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

 

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered as pass rated loans. As of March 31, 2017 and December 31, 2016, and based on the most recent analysis performed, the risk category of loans by class of loans is shown in the table below. As of March 31, 2017 and December 31, 2016, no loans were classified as doubtful.

 

(Dollars in thousands)                    
March 31, 2017      Special             
   Pass   Mention   Substandard   Doubtful   Total 
Commercial, financial & agricultural   $40,326   $211   $   $   $40,537 
Real estate:                         
   Construction    32,438                32,438 
   Mortgage – residential    44,859    596    1,213        46,668 
   Mortgage – commercial    385,743    5,795    5,641        397,179 
Consumer:                         
  Home Equity    30,047    176    258        30,481 
  Other    7,990    5            7,995 
Total   $541,403   $6,783   $7,112   $   $555,298 

 

(Dollars in thousands)                    
December 31, 2016      Special             
   Pass   Mention   Substandard   Doubtful   Total 
Commercial, financial & agricultural   $42,486   $218   $   $   $42,704 
Real estate:                         
   Construction    45,746                45,746 
   Mortgage – residential    45,751    622    1,099        47,472 
   Mortgage – commercial    358,767    5,773    6,572        371,112 
Consumer:                         
  Home Equity    30,929    180    259        31,368 
  Other    8,301    6            8,307 
Total   $531,980   $6,799   $7,930   $   $546,709 
20
 

Note 4—Loans-continued

 

At March 31, 2017 and December 31, 2016, non-accrual loans totaled $3.5 million and $4.1 million, respectively.

 

TDRs that are still accruing and included in impaired loans at March 31, 2017 and December 31, 2016 amounted to $1.8 million and $1.8 million, respectively. TDRs in non-accrual status at March 31, 2017 and December 31, 2016 amounted to $1.2 million and $1.2 million, respectively.

 

Loans greater than 90 days delinquent and still accruing interest were $108.0 thousand and $53.0 thousand at March 31, 2017 and December 31, 2016, respectively. 

 

Acquired credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality, found in FASB ASC Topic 310-30, (Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality), and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loans. Loans acquired in business combinations with evidence of credit deterioration are considered impaired. Loans acquired through business combinations that do not meet the specific criteria of FASB ASC Topic 310-30, but for which a discount is attributable, at least in part to credit quality, are also accounted for under this guidance. Certain acquired loans, including performing loans and revolving lines of credit (consumer and commercial), are accounted for in accordance with FASB ASC Topic 310-20, where the discount is accreted through earnings based on estimated cash flows over the estimated life of the loan.

 

A summary of changes in the accretable yield for PCI loans for the three months ended March 31, 2017 and March 31, 2016 follows:

 

(Dollars in thousands)  Three Months
Ended
March 31, 2017
   Three Months
Ended
March 31, 2016
 
         
Accretable yield, beginning of period  $34   $92 
Additions   44     
Accretion   (22)   (42)
Reclassification of nonaccretable difference due to improvement in expected cash flows        
Other changes, net        
Accretable yield, end of period  $56   $50 
21
 

Note 4—Loans-continued

The following tables are by loan category and present loans past due and on non-accrual status as of March 31, 2017 and December 31, 2016:

(Dollars in thousands)
March 31, 2017
  30-59
Days
Past Due
   60-89
Days Past
Due
   Greater
than 90
Days and
Accruing
   Nonaccrual   Total
Past Due
   Current   Total
Loans
 
Commercial  $   $   $   $   $   $40,537   $40,537 
Real estate:                                   
  Construction                       32,438    32,438 
  Mortgage-residential   41    29    108    686    864    45,804    46,668 
  Mortgage-commercial   1,896    116        2,723    4,735    392,444    397,179 
Consumer:                                   
  Home equity   47    48        56    151    30,330    30,481 
  Other   17    2            19    7,976    7,995 
Total  $2,001   $195   $108   $3,465   $5,769   $549,529   $555,298 
                                    
(Dollars in thousands)
December 31, 2016
  30-59
Days
Past Due
   60-89
Days Past
Due
   Greater
than 90
Days and
Accruing
   Nonaccrual   Total
Past Due
   Current   Total
Loans
 
Commercial  $11   $   $   $   $11   $42,693   $42,704 
Real estate:                                   
  Construction                       45,746    45,746 
  Mortgage-residential   194    145    32    593    964    46,508    47,472 
  Mortgage-commercial   995    337        3,400    4,732    366,380    371,112 
Consumer:                                   
  Home equity   59    64    16    56    195    31,173    31,368 
  Other   16    1    5        22    8,285    8,307 
Total  $1,275   $547   $53   $4,049   $5,924   $540,785   $546,709 
22
 

Note 4—Loans-continued

The Company identifies TDRs as impaired under the guidance in ASC 310-10-35. As shown in the table below, one loan was determined to be a TDR during the three months ended March 31, 2016. The loan was modified to extend the term of the loan due to financial hardship of the borrower. There were no loans determined to be TDRs that were restructured during the three-month period ended March 31, 2017. 

  For the three months ended March 31, 2016 
Troubled Debt
Restructurings
(Dollars in thousands)
  Number
of
Contracts
   Pre-Modification
Outstanding
Recorded
Investment
   Post-Modification
Outstanding
Recorded
Investment
 
Accrual               
  Mortgage-Commercial   1   $413   $413 
Total Accrual   1   $   $ 
                
Total TDRs   1   $413   $413 
                

During the three month periods ended March 31, 2017 and March 31, 2016, there were no loans determined to be TDRs in the previous twelve months that had payment defaults. Defaulted loans are those loans that are greater than 89 days past due.

 

In the determination of the allowance for loan losses, all TDRs are reviewed to ensure that one of the three proper valuation methods (fair market value of the collateral, present value of cash flows, or observable market price) is adhered to. All non-accrual loans are written down to their corresponding collateral value. All troubled TDR accruing loans that have a loan balance that exceeds the present value of cash flows will have a specific allocation. All nonaccrual loans are considered impaired. Under ASC 310-10, a loan is impaired when it is probable that the Company will be unable to collect all amounts due including both principal and interest according to the contractual terms of the loan agreement. 

23
 

Note 5 - Recently Issued Accounting Pronouncements

 

The following is a summary of recent authoritative pronouncements:

 

In May 2014, the FASB issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a modified retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.

 

In August 2015, the FASB deferred the effective date of ASU 2014-09, Revenue from Contracts with Customers. As a result of the deferral, the guidance in ASU 2014-09 will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a modified retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.

 

In January 2016, the FASB amended the Financial Instruments topic of the Accounting Standards Codification to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company will apply the guidance by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values will be applied prospectively to equity investments that exist as of the date of adoption of the amendments. The Company does not expect these amendments to have a material effect on its financial statements.

 

In February 2016, the FASB amended the Leases topic of the Accounting Standards Codification to revise certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.

 

In March 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify the implementation guidance on principal versus agent considerations and address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.

 

In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions including the income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Additionally, the guidance simplifies two areas specific to entities other than public business entities allowing them apply a practical expedient to estimate the expected term for all awards with performance or service conditions that have certain characteristics and also allowing them to make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value. The amendments became effective for the Company for annual periods beginning after December 15, 2016 and interim periods within those annual periods. These amendments did not have a material effect on its financial statements.

 

In June 2016, the FASB issued guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. The amendments will be effective for the Company for reporting periods beginning after December 15, 2019. Early adoption is permitted for all organizations for periods beginning after December 15, 2018. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.

24
 

Note 5 - Recently Issued Accounting Pronouncements-continued

In August 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

 

In December 2016, the FASB issued technical corrections and improvements to the Revenue from Contracts with Customers Topic. These corrections make a limited number of revisions to several pieces of the revenue recognition standard issued in 2014. The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a full retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.

 

In January 2017, the FASB issued guidance to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendment to the Business Combinations Topic is intended to address concerns that the existing definition of a business has been applied too broadly and has resulted in many transactions being recorded as business acquisitions that in substance are more akin to asset acquisitions. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

 

In January 2017, the FASB updated the Accounting Changes and Error Corrections and the Investments—Equity Method and Joint Ventures Topics of the Accounting Standards Codification. The ASU incorporates into the Accounting Standards Codification recent SEC guidance about disclosing, under SEC SAB Topic 11.M, the effect on financial statements of adopting the revenue, leases, and credit losses standards. The ASU was effective upon issuance. The Company is currently evaluating the impact on additional disclosure requirements as each of the standards is adopted, however it does not expect these amendments to have a material effect on its financial position, results of operations or cash flows.

 

In January 2017, the FASB amended the Goodwill and Other Topic of the Accounting Standards Codification to simplify the accounting for goodwill impairment for public business entities and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The amendment removes Step 2 of the goodwill impairment test. 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. The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect these amendments to have a material effect on its financial statements.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. 

25
 

Note 6 – Fair Value of Financial Instruments

 

The Company adopted FASB ASC Fair Value Measurement Topic 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level l

Quoted prices in active markets for identical assets or liabilities. 

   
Level 2

Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. 

   
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

FASB ASC 825-10-50 “Disclosure about Fair Value of Financial Instruments”, requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below.

 

Cash and Short Term Investments - The carrying amount of these financial instruments (cash and due from banks, interest-bearing bank balances, federal funds sold and securities purchased under agreements to resell) approximates fair value. All mature within 90 days and do not present unanticipated credit concerns and are classified as Level 1.

 

Investment Securities - Measurement is on a recurring basis based upon quoted market prices, if available. If quoted market prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for prepayment assumptions, projected credit losses, and liquidity. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, or by dealers or brokers in active over-the-counter markets. Level 2 securities include MBSs issued both by government sponsored enterprises and PLMBSs. Generally these fair values are priced from established pricing models. Level 3 securities include corporate debt obligations and asset–backed securities that are less liquid or for which there is an inactive market.

 

Loans Held for Sale - The Company originates fixed rate residential loans on a servicing released basis in the secondary market. Loans closed but not yet settled with an investor, are carried in the Company’s loans held for sale portfolio. These loans are fixed rate residential loans that have been originated in the Company’s name and have closed. Virtually all of these loans have commitments to be purchased by investors at a locked in price with the investors on the same day that the loan was locked in with the company’s customers. Therefore, these loans present very little market risk for the Company and are classified as Level 2. The carrying amount of these loans approximates fair value.

 

Loans - The fair value of loans are estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities and are classified as Level 2. As discount rates are based on current loan rates as well as management estimates, the fair values presented may not be indicative of the value negotiated in an actual sale. Loans which are deemed to be impaired are primarily valued on a nonrecurring basis at the fair value of the underlying real estate collateral. Such fair values are obtained using independent appraisals, which the Company considers to be Level 3 inputs.

26
 

Note 6 – Fair Value of Financial Instruments - continued

 

Other Real Estate Owned (“OREO”) - OREO is carried at the lower of carrying value or fair value on a non-recurring basis. Fair value is based upon independent appraisals or management’s estimation of the collateral and is considered a Level 3 measurement.

 

Accrued Interest Receivable - The fair value approximates the carrying value and is classified as Level 1.

 

Deposits - The fair value of demand deposits, savings accounts, and money market accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposits is estimated by discounting the future cash flows using rates currently offered for deposits of similar remaining maturities. Deposits are classified as Level 2.

 

Federal Home Loan Bank Advances - Fair value is estimated based on discounted cash flows using current market rates for borrowings with similar terms and are classified as Level 2.

 

Short Term Borrowings - The carrying value of short term borrowings (securities sold under agreements to repurchase and demand notes to the Treasury) approximates fair value. These are classified as Level 2.

 

Junior Subordinated Debentures - The fair values of junior subordinated debentures is estimated by using discounted cash flow analyses based on incremental borrowing rates for similar types of instruments. These are classified as Level 2.

 

Accrued Interest Payable -The fair value approximates the carrying value and is classified as Level 1.

 

Commitments to Extend Credit - The fair value of these commitments is immaterial because their underlying interest rates approximate market.

27
 

Note 6 – Fair Value of Financial Instruments - continued

 

The carrying amount and estimated fair value by classification level of the Company’s financial instruments as of March 31, 2017 and December 31, 2016 are as follows:

 

   March 31, 2017 
   Carrying   Fair Value 
(Dollars in thousands)  Amount   Total   Level 1   Level 2   Level 3 
Financial Assets:                         
 Cash and short term investments   $30,057   $30,057   $30,057    $    $ 
 Held-to-maturity securities   17,148    17,228        17,228     
 Available-for-sale securities    243,896    243,896    795    242,101    1,000 
 Other investments, at cost    2,494    2,494            2,494 
 Loans held for sale    4,191    4,191        4,191     
 Net loans receivable    549,930    548,592        543,364    5,228 
 Accrued interest    2,818    2,818    2,818         
Financial liabilities:                         
 Non-interest bearing demand deposits   $192,165   $192,165   $   $192,165    $ 
 Interest bearing demand deposits and money market accounts    333,644    333,644        333,644     
 Savings    74,169    74,169        74,169     
 Time deposits    175,633    176,047        176,047     
 Total deposits    775,611    776,025        776,025     
 Federal Home Loan Bank Advances    15,548    15,905        15,905     
 Short term borrowings    19,388    19,388        19,388     
 Junior subordinated debentures    14,964    14,968        14,968     
 Accrued interest payable    595    595    595         

 

   December 31, 2016 
   Carrying   Fair Value 
(Dollars in thousands)  Amount   Total   Level 1   Level 2   Level 3 
Financial Assets:                         
 Cash and short term investments   $21,999   $21,999   $21,999    $    $ 
 Held-to-maturity securities   17,193    17,114        17,114     
 Available-for-sale securities    253,394    253,394    801    251,593    1,000 
 Other investments, at cost    1,809    1,809            1,809 
 Loans held for sale    5,707    5,707        5,707     
 Net loans receivable    541,495    540,487        534,674    5,813 
 Accrued interest    2,925    2,925    2,925         
Financial liabilities:                         
 Non-interest bearing demand   $182,915   $182,915   $   $182,915    $ 
 NOW and money market accounts    327,459    327,459        327,459     
 Savings    75,012    75,012        75,012     
 Time deposits    181,236    181,638        181,638     
 Total deposits    766,622    767,024        767,024     
 Federal Home Loan Bank Advances    24,035    24,518        24,518     
 Short term borrowings    19,527    19,527        19,527     
 Junior subordinated debentures    14,964    15,258        15,258     
 Accrued interest payable    602    602    602         

 

28
 

Note 6 – Fair Value of Financial Instruments - continued

 

The following tables summarize quantitative disclosures about the fair value for each category of assets carried at fair value as of March 31, 2017 and December 31, 2016 that are measured on a recurring basis. There were no liabilities carried at fair value as of March 31, 2017 or December 31, 2016 that are measured on a recurring basis.

 

(Dollars in thousands)

Description 

March 31,
2017

  

Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)

  

Significant
Other
Observable
Inputs
(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

 
Available for sale securities                    
US Treasury Securities  $1,521   $   $1,521   $ 
Government sponsored enterprises   991        991     
Mortgage-backed securities   137,634        137,634     
Small Business Administration pools   47,991        47,991     
State and local government   53,904        53,904     
Corporate and other securities   855    795    60     
               Total  $242,896   $795   $242,101   $ 
                     

(Dollars in thousands)

Description  December 31,
2016
   Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
Available for sale securities                    
US Treasury Securities  $1,520   $   $1,520   $ 
Government sponsored enterprises   997        997     
Mortgage-backed securities   144,298        144,298     
Small Business Administration securities   50,184        50,184     
State and local government   54,534        54,534     
Corporate and other securities   1,861    801    60    1,000 
               Total  $253,394   $801   $251,593   $1,000 
29
 

Note 6 – Fair Value of Financial Instruments - continued

 

The following table reconciles the changes in Level 3 financial instruments for the three months ended March 31, 2017 and March 31, 2016 that are measured on a recurring basis.

 

   March 31, 
   2017   2016 
(Dollars in thousands)  Corporate
Preferred Stock
   Corporate
Preferred Stock
 
Beginning Balance  $1,000   $417 
Total gains or losses (realized/unrealized)
Included in earnings
        
Included in other comprehensive income        
Purchases, issuances, and settlements        
Transfers in and/or out of Level 3   (1,000)    
Ending Balance  $   $417 
           

The following tables summarize quantitative disclosures about the fair value for each category of assets carried at fair value as of March 31, 2017 and December 31, 2016 that are measured on a non-recurring basis.

 

(Dollars in thousands)                
Description  March 31,
2017
   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
Impaired loans:                    
  Commercial  $   $   $   $ 
  Real estate:                    
    Mortgage-residential   729            729 
    Mortgage-commercial   4,436            4,436 
  Consumer:                    
    Home equity   56            56 
    Other                
      Total impaired   5,221            5,221 
Other real estate owned:                    
  Construction   141            141 
  Mortgage-residential   269            269 
  Mortgage-commercial   746            746 
  Total other real estate owned   1,156            1,156 
Total  $6,384   $

   $

   $6,384 

 

30
 

Note 6 – Fair Value of Financial Instruments - continued

 

(Dollars in thousands)                
Description  December 31,
2016
   Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
Impaired loans:                    
  Commercial & Industrial  $   $   $   $ 
  Real estate:                    
    Mortgage-residential   637            637 
    Mortgage-commercial   5,120            5,120 
  Consumer:                    
    Home equity   56            56 
    Other                
      Total impaired   5,813            5,813 
Other real estate owned:                    
  Construction   141            141 
  Mortgage-residential   269            269 
  Mortgage-commercial   736            736 
  Total other real estate owned   1,146            1,146 
Total  $6,959   $

   $

   $6,959 
                     

The Company has a large percentage of loans with real estate serving as collateral. Loans which are deemed to be impaired are primarily valued on a nonrecurring basis at the fair value of the underlying real estate collateral. Such fair values are obtained using independent appraisals, which the Company considers to be Level 3 inputs. Third party appraisals are generally obtained when a loan is identified as being impaired or at the time it is transferred to OREO. This internal process consists of evaluating the underlying collateral to independently obtained comparable properties. With respect to less complex or smaller credits, an internal evaluation may be performed. Generally, the independent and internal evaluations are updated annually. Factors considered in determining the fair value include, among others, geographic sales trends, the value of comparable surrounding properties and the condition of the property. The aggregate amount of impaired loans was $8.0 million and $7.0 million as of March 31, 2017 and December 31, 2016, respectively.

31
 

Note 6 – Fair Value of Financial Instruments - continued

For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of March 31, 2017 and December 31, 2016, the significant unobservable inputs used in the fair value measurements were as follows:

(Dollars in thousands)  Fair Value as of
March 31,
2017
   Valuation Technique  Significant
Observable
Inputs
  Significant
Unobservable
Inputs
OREO  $1,156   Appraisal Value/Comparison Sales/Other estimates  Appraisals and or sales of comparable properties  Appraisals discounted 6% to 16% for sales commissions and other holding cost
Impaired loans  $5,221   Appraisal Value  Appraisals and or sales of comparable properties  Appraisals discounted 6% to 16% for sales commissions and other holding cost
               
(Dollars in thousands)  Fair Value as of
December 31,
2016
   Valuation Technique  Significant
Observable
Inputs
  Significant
Unobservable
Inputs
Corporate and Other Securities  $1,000   Estimation based on comparable non-listed securities  Comparable transactions  n/a
OREO  $1,146   Appraisal Value/Comparison Sales/Other estimates  Appraisals and or sales of comparable properties  Appraisals discounted 6% to 16% for sales commissions and other holding cost
Impaired loans  $5,813   Appraisal Value  Appraisals and or sales of comparable properties  Appraisals discounted 6% to 16% for sales commissions and other holding cost
32
 

Note 7 — Deposits

 

The Company’s total deposits are comprised of the following at the dates indicated: 

 

   March 31,   December 31, 
Dollars in thousands  2017   2016 
Non-interest bearing demand deposits  $192,165   $182,915 
Interest bearing demand deposits and money market accounts   333,644    327,459 
Savings   74,169    75,012 
Time deposits   175,633    181,236 
  Total deposits  $775,611   $766,622 

 

As of March 31, 2017 and December 31, 2016, the Company had time deposits greater than $250,000 of $36.9 million and $37.7 million, respectively. 

 

Note 8 – Reportable Segments

 

The Company’s reportable segments represent the distinct product lines the Company offers and are viewed separately for strategic planning by management. The Company has four reportable segments:

 

·Commercial and retail banking: The Company’s primary business is to provide deposit and lending products and services to its commercial and retail customers.
·Mortgage banking: This segment provides mortgage origination services for loans that will be sold to investors in the secondary market.
·Investment advisory and non-deposit: This segment provides investment advisory services and non-deposit products.
·Corporate: This segment includes the parent company financial information, including interest on parent company debt and dividend income received from First Community Bank (the “Bank”).

 

Three months ended March 31, 2017  Commercial       Investment             
(Dollars in thousands)  and Retail   Mortgage   advisory and             
   Banking   Banking   non-deposit   Corporate   Eliminations   Consolidated 
                         
Dividend and Interest Income  $7,620   $59   $   $797   $(703)   7,773 
Interest expense   583            129        712 
Net interest income  $7,037   $59   $   $668   $(703)  $7,061 
Provision for loan losses   116                    116 
Noninterest income   1,050    670    258            1,978 
Noninterest expense   5,721    609    294    96        6,720 
Net income before taxes  $2,250   $120   $(36)  $572   $(703)  $2,203 
Income tax provision (benefit)   486            (39)       447 
Net income  $2,736   $120   $(36)  $611   $(703)  $1,756 

33
 

Note 8 – Reportable Segments-continued

Three months ended March 31, 2016  Commercial       Investment             
(Dollars in thousands)  and Retail   Mortgage   advisory and             
   Banking   Banking   non-deposit   Corporate   Eliminations   Consolidated 
                         
Dividend and Interest Income  $7,095   $27   $   $659   $(644)  $7,137 
Interest expense   682            118        800 
Net interest income  $6,413   $27   $   $541   $(644)  $6,337 
Provision for loan losses   140                    140 
Noninterest income   1,132    666    291            2,089 
Noninterest expense   5,419    533    258    132        6,342 
Net income before taxes  $1,986   $160   $33   $409   $(644)  $1,944 
Income tax provision (benefit)   539            (63)       476 
Net income  $1,447   $160   $33   $472   $(644)  $1,468 
                               
   Commercial       Investment             
(Dollars in thousands)  and Retail   Mortgage   advisory and             
   Banking   Banking   non-deposit   Corporate   Eliminations   Consolidated 
                         
Total Assets as of March 31, 2017  $905,258   $8,799   $28   $99,131   $(98,303)  $914,913 
                               
                               
Total Assets as of December 31, 2016  $904,568   $8,158   $32   $98,210   $(96,175)  $914,793 
                               

Note 9 – Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements.  Nonrecognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date.  Management has reviewed events occurring through the date the financial statements were available to be issued and no subsequent events occurred requiring accrual.

 

On April 11, 2017, the Company and Cornerstone Bancorp (“Cornerstone”), the parent holding company for Cornerstone National Bank, entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, subject to the terms and conditions set forth in the Agreement, Cornerstone will merge with and into the Company, with the Company being the surviving corporation in the merger. In addition, promptly following the merger of Cornerstone with and into First Community, Cornerstone National Bank will be merged with and into the Bank.

Subject to the terms and conditions of the Merger Agreement, each share of Cornerstone common stock will be converted into the right to receive one of the following: (i) $11.00 in cash, (ii) a number of shares of the Company’s common stock equal to the exchange ratio (described below), or (iii) a combination of cash and the Company’s common stock, subject to the limitations that, excluding any dissenting shares, 70% of Cornerstone’s outstanding shares of common stock will be exchanged for the Company’s common stock and 30% of Cornerstone’s outstanding shares of common stock will be exchanged for cash. Cash will also be paid in lieu of fractional shares. The exchange ratio will be 0.54 shares of the Company’s common stock per one share of Cornerstone common stock.

In connection with the merger, subject to the terms and conditions of the Merger Agreement, each outstanding Cornerstone stock option will be cancelled in exchange for a cash payment. In addition, in connection with the merger, subject to the terms and conditions of the Merger Agreement, Cornerstone will use its reasonable best efforts to redeem, subject to regulatory approval, all of its outstanding shares of Series A Preferred Stock prior to the closing of the merger. If the Series A Preferred Stock is not redeemed prior to closing, then at closing each outstanding share of Series A Preferred Stock will be automatically converted into one share of preferred stock of First Community having the same rights, preferences, privileges, and voting powers and limitations and restrictions as the Series A Preferred Stock immediately prior to closing.

 

Based on the number of shares of Cornerstone common stock outstanding as of March 31, 2017, and assuming all Cornerstone options are cashed out prior to the merger, the Company will issue approximately 877,000 shares and will pay approximately $7.7 million in cash in the merger. The Company intends to file a Registration Statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) to register up to the maximum number of shares to be issued under the terms of the Merger Agreement.

Consummation of the merger is subject to the satisfaction of certain conditions, including approval of the Merger Agreement by the shareholders of Cornerstone and approval by the appropriate regulatory agencies. The merger is expected to close early in the fourth quarter of 2017.

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

This report contains statements which constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may relate to, among other matters, the financial condition, results of operations, plans, objectives, future performance, and business of our Company. Forward-looking statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. The words “may,” “would,” “could,” “should,” “will,” “expect,” “anticipate,” “predict,” “project,” “potential,” “continue,” “assume,” “believe,” “intend,” “plan,” “forecast,” “goal,” and “estimate,” as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties that could cause our actual results to differ materially from those anticipated in our forward-looking statements include, without limitation, those described under the heading “Risk Factors” in our 2016 Annual Report on Form 10-K as filed with the SEC and the following:

·credit losses as a result of, among other potential factors, declining real estate values, increasing interest rates, increasing unemployment, changes in customer payment behavior or other factors;
·the amount of our loan portfolio collateralized by real estate and weaknesses in the real estate market;
·restrictions or conditions imposed by our regulators on our operations;
·the adequacy of the level of our allowance for loan losses and the amount of loan loss provisions required in future periods;
·examinations by our regulatory authorities, including the possibility that the regulatory authorities may, among other things, require us to increase our allowance for loan losses or write-down assets;
·reduced earnings due to higher other-than-temporary impairment charges resulting from additional decline in the value of our securities portfolio, specifically as a result of increasing default rates, and loss severities on the underlying real estate collateral;
·the potential inability to complete the proposed merger with Cornerstone due to a failure to satisfy the conditions to completion, including the receipt of necessary Cornerstone shareholder and regulatory approvals;
·increases in competitive pressure in the banking and financial services industries;
·changes in the interest rate environment which could reduce anticipated or actual margins;
·changes in political conditions or the legislative or regulatory environment, including governmental initiatives affecting the financial services industry;
·general economic conditions resulting in, among other things, a deterioration in credit quality;
·changes occurring in business conditions and inflation;
·changes in access to funding or increased regulatory requirements with regard to funding;
·increased cybersecurity risk, including potential business disruptions or financial losses;
·changes in deposit flows;
·changes in technology;
·our current and future products, services, applications and functionality and plans to promote them;
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·changes in monetary and tax policies;
·changes in accounting standards, policies, estimates, practices and procedures;
·our assumptions and estimates used in applying critical accounting policies, which may prove unreliable, inaccurate or not predictive of actual results;
·the rate of delinquencies and amounts of loans charged-off;
·the rate of loan growth in recent years and the lack of seasoning of a portion of our loan portfolio;
·our ability to maintain appropriate levels of capital, including levels of capital required under the capital rules implementing Basel III;
·our ability to attract and retain key personnel;
·our ability to retain our existing clients, including our deposit relationships;
·adverse changes in asset quality and resulting credit risk-related losses and expenses;
·loss of consumer confidence and economic disruptions resulting from terrorist activities;
·disruptions due to flooding, severe weather or other natural disasters; and
·other risks and uncertainties detailed from time to time in our filings with the SEC.

Because of these and other risks and uncertainties, our actual future results may be materially different from the results indicated by any forward-looking statements. For additional information with respect to factors that could cause actual results to differ from the expectations stated in the forward-looking statements, see “Risk Factors” under Part I, Item 1A of our 2016 Annual Report on Form 10-K as filed with the SEC. In addition, our past results of operations do not necessarily indicate our future results. Therefore, we caution you not to place undue reliance on our forward-looking information and statements.

All forward-looking statements in this report are based on information available to us as of the date of this report. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee you that these expectations will be achieved. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Overview

The following discussion describes our results of operations for the three months ended March 31, 2017 as compared to the three-month period ended March 31, 2016 and also analyzes our financial condition as of March 31, 2017 as compared to December 31, 2016. Like most community banks, we derive most of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on which we pay interest. Consequently, one of the key measures of our success is our amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.

 

There are risks inherent in all loans, so we maintain an allowance for loan losses to absorb probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by charging a provision for loan losses against our operating earnings. In the following section we have included a discussion of this process, as well as several tables describing our allowance for loan losses and the allocation of this allowance among our various categories of loans.

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In addition to earning interest on our loans and investments, we earn income through fees and other expenses we charge to our customers. We describe the various components of this non-interest income, as well as our non-interest expense, in the following discussion.

 

The following discussion and analysis identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other statistical information also included in this report.

 

Recent Developments

 

On April 11, 2017, the Company entered into the Merger Agreement pursuant to which Cornerstone will merge with and into with and into the Company with the Company being the surviving corporation in the merger. Promptly following the merger of Cornerstone with and into the Company, Cornerstone National Bank will be merged with and into the Bank. Consummation of the merger is subject to the satisfaction of certain conditions, including approval of the Merger Agreement by the shareholders of Cornerstone and approval by the appropriate regulatory agencies. The merger is expected to close early during the fourth quarter of 2017. For more information on the merger with Cornerstone, see Note 9 to our Consolidated Financial Statements.

 

Critical Accounting Policies

 

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States and with general practices within the banking industry in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to our unaudited consolidated financial statements as of March 31, 2017 and our notes included in the consolidated financial statements in our 2016 Annual Report on Form 10-K as filed with the SEC.

 

Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgment and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgment and assumptions we make, actual results could differ from these judgments and estimates that could have a material impact on the carrying values of our assets and liabilities and our results of operations.

 

Allowance for Loan Losses

We believe the allowance for loan losses is the critical accounting policy that requires the most significant judgment and estimates used in preparation of our consolidated financial statements. Some of the more critical judgments supporting the amount of our allowance for loan losses include judgments about the credit worthiness of borrowers, the estimated value of the underlying collateral, the assumptions about cash flow, determination of loss factors for estimating credit losses, the impact of current events, and conditions, and other factors impacting the level of probable inherent losses. Under different conditions or using different assumptions, the actual amount of credit losses incurred by us may be different from management’s estimates provided in our consolidated financial statements. Refer to the portion of this discussion that addresses our allowance for loan losses for a more complete discussion of our processes and methodology for determining our allowance for loan losses.

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Goodwill and Other Intangibles

 

Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Qualitative factors are assessed to first determine if it is more likely than not (more than 50%) that the carrying value of goodwill is less than fair value. These qualitative factors include but are not limited to overall deterioration in general economic conditions, industry and market conditions, and overall financial performance. If determined that it is more likely than not that there has been a deterioration in the fair value of the carrying value than the first of a two-step process would be performed. The first step, used to identify potential impairment, involves comparing each reporting unit’s estimated fair value to its carrying value, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is considered not to be impaired. If the carrying value exceeds estimated fair value, there is an indication of potential impairment and the second step is performed to measure the amount of impairment.

 

If required, the second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated impairment. The implied fair value of goodwill is determined in a manner similar to the amount of goodwill calculated in a business combination, by measuring the excess of the estimated fair value of the reporting unit, as determined in the first step, over the aggregate estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill impairment losses is not permitted. Management has determined that the Company has one reporting unit.

 

Core deposit intangibles consist of costs that resulted from the acquisition of deposits from Savannah River and First South. Core deposit intangibles represent the estimated value of long-term deposit relationships acquired in this transaction. These costs are amortized over the estimated useful lives of the deposit accounts acquired on a method that we believe reasonably approximates the anticipated benefit stream from the accounts. The estimated useful lives are periodically reviewed for reasonableness.

Income Taxes and Deferred Tax Assets and Liabilities

Income taxes are provided for the tax effects of the transactions reported in our consolidated financial statements and consist of taxes currently due plus deferred taxes related to differences between the tax basis and accounting basis of certain assets and liabilities, including available-for-sale securities, allowance for loan losses, write downs of OREO properties, accumulated depreciation, net operating loss carry forwards, accretion income, deferred compensation, intangible assets, and pension plan and post-retirement benefits. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. A valuation allowance is recorded when it is “more likely than not” that a deferred tax asset will not be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. We file a consolidated federal income tax return for the Bank. At March 31, 2017 and December 31, 2016, we were in a net deferred tax asset position.

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Other-Than-Temporary Impairment

We evaluate securities for other-than-temporary impairment at least on a quarterly basis. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) the outlook for receiving the contractual cash flows of the investments, (4) the anticipated outlook for changes in the general level of interest rates, and (5) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that the Company will be required to sell the debt security prior to recovering its fair value (See Note 3 to the Consolidated Financial Statements).

 

Business Combinations, Method of Accounting for Loans Acquired

 

We account for acquisitions under FASB ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. No allowance for loan losses related to the acquired loans is recorded on the acquisition date because the fair value of the loans acquired incorporates assumptions regarding credit risk.

 

Acquired credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality, found in FASB ASC Topic 310-30, Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality. and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loans. Loans acquired in business combinations with evidence of credit deterioration are considered impaired. Loans acquired through business combinations that do not meet the specific criteria of FASB ASC Topic 310-30, but for which a discount is attributable, at least in part to credit quality, are also accounted for under this guidance. Certain acquired loans, including performing loans and revolving lines of credit (consumer and commercial), are accounted for in accordance with FASB ASC Topic 310-20, where the discount is accreted through earnings based on estimated cash flows over the estimated life of the loan. 

 

Comparison of Results of Operations for Three Months Ended March 31, 2017 to the Three Months Ended March 31, 2016

Net Income

Our net income for the three months ended March 31, 2017 was $1.8 million, or $0.26 diluted earnings per common share, as compared to $1.5 million, or $0.22 diluted earnings per common share, for the three months ended March 31, 2016. The increase in net income between the two periods is primarily due to an increase in net interest income of $724 thousand. Average earning assets increased by $46.4 million in the first quarter of 2017 as compared to the same period in 2016. The net interest margin on a tax equivalent basis decreased to 3.52% during the first quarter of 2017 as compared to 3.33% during the first quarter of 2016. Income tax expense was positively impacted by approximately $115 thousand in the first quarter of 2017 as a result of changes in recognizing the impact of excess compensation cost related to share-based compensation (See “Income Tax” below).

Net Interest Income

Please refer to the table at the end of this Item 2 for the yield and rate data for interest-bearing balance sheet components during the three-month periods ended March 31, 2017 and 2016, along with average balances and the related interest income and interest expense amounts.

 

Net interest income was $7.1 million and $6.3 million for the three months ended March 31, 2017 and 2016, respectively. Our tax equivalent net interest margin increased by 19 basis points from 3.33% at March 31, 2016 to 3.52% at March 31, 2017. The net interest margin was positively impacted during the first quarter of 2017 by approximately 9 basis points from the collection of interest on several nonaccrual loans that paid off during the quarter. The continued focus on changing the mix of earning assets from investment securities to loans also benefitted the net interest margin. During the three months ended March 31, 2017, loans represented 66.5% of average earning assets as compared to 62.1% in the same period of 2016. The yield on loans decreased 4 basis points in the first quarter of 2017 (4.60%) as compared to the same period in 2016 (4.64%). The yield on earning assets for the three months ended March 31, 2017 and 2016 was 3.76% and 3.62%, respectively. The yield on our securities portfolio increased from 2.03% for the three months ended March 31, 2016 to 2.15% for the same period in 2017. This increase results from the variable rate portion of the investment portfolio being positively impacted by the two recent 25 basis point increases in the federal funds rate, one in December 2016 and the other in March 2017. The cost of interest-bearing liabilities during the first three months of 2017 was 0.45% as compared to 0.52% in the same period of 2016. During the first quarter of 2017, deposit account funding, excluding time deposits, represented 76.5% of total average deposits. For the first quarter of 2016, funding from these lower cost deposit sources represented 75.1% of total average deposits.

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Provision and Allowance for Loan Losses

At March 31, 2017 and December 31, 2016, the allowance for loan losses was $5.4 million, or 0.97% of total loans (excluding loans held for sale), and $5.2 million, or 0.95% of total loans (excluding loans held for sale), respectively. Loans that were acquired in the acquisition of Savannah River Financial Corporation (“Savannah River”) and in the acquisition of certain deposits and loans from First South Bank (“First South”) are accounted for under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 310-30. These acquired loans were initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loans. The credit component on loans related to cash flows not expected to be collected is not subsequently accreted (non-accretable difference) into interest income. Any remaining portion representing the excess of a loan’s or pool’s cash flows expected to be collected over the fair value is accreted (accretable difference) into interest income. At March 31, 2017 and December 31, 2016, the credit component on loans attributable to acquired loans in the Savannah River and First South transactions was $294 thousand and $334 thousand, respectively Our provision for loan losses was $116 thousand and $140 thousand for the three months ended March 31, 2017 and 2016, respectively. The allowance for loan losses represents an amount which we believe will be adequate to absorb probable losses on existing loans that may become uncollectible. Our judgment as to the adequacy of the allowance for loan losses is based on a number of assumptions about future events, which we believe to be reasonable, but which may or may not prove to be accurate. Our determination of the allowance for loan losses is based on evaluations of the collectability of loans, including consideration of factors such as the balance of impaired loans, the quality, mix, and size of our overall loan portfolio, the experience ability and depth of lending personnel, economic conditions (local and national) that may affect the borrower’s ability to repay, the amount and quality of collateral securing the loans, our historical loan loss experience, and a review of specific problem loans. We also consider subjective issues such as changes in the lending policies and procedures, changes in the local/national economy, changes in volume or type of credits, changes in volume/severity of problem loans, quality of loan review and board of director oversight, and concentrations of credit. Periodically, we adjust the amount of the allowance based on changing circumstances. We charge recognized losses to the allowance and add subsequent recoveries back to the allowance for loan losses.

 

We perform an analysis quarterly to assess the risk within the loan portfolio. The portfolio is segregated into similar risk components for which historical loss ratios are calculated and adjusted for identified changes in current portfolio characteristics. Historical loss ratios are calculated by product type and by regulatory credit risk classification (See Note 4 – Loans). The annualized weighted average loss ratios over the last 36 months for loans classified substandard, special mention and pass have been approximately 5.16%, 2.73% and 0.03%, respectively. The allowance consists of an allocated and unallocated allowance. The allocated portion is determined by types and ratings of loans within the portfolio. The unallocated portion of the allowance is established for losses that exist in the remainder of the portfolio and compensates for uncertainty in estimating the loan losses. The allocated portion of the allowance is based on historical loss experience as well as certain qualitative factors as explained above. The qualitative factors have been established based on certain assumptions made as a result of the current economic conditions and are adjusted as conditions change to be directionally consistent with these changes. The unallocated portion of the allowance is composed of factors based on management’s evaluation of various conditions that are not directly measured in the estimation of probable losses through the experience formula or specific allowances. The unallocated portion of the allowance is composed of factors based on management’s evaluation of various conditions that are not directly measured in the estimation of probable losses through the experience formula or specific allowances. The overall risk as measured in our three-year lookback, both quantitatively and qualitatively, does not encompass a full economic cycle. The U.S. economy has been in an extended period of recovery and slow economic growth. The period at which we will reach full recovery or revert back to a slowing economy is not determinable. Net charge-offs in the 2009 to 2011 period averaged 63 basis points annualized in our loan portfolio. Over the most recent three-year period they have averaged approximately 17 basis points annualized. We believe the unallocated portion of our allowance represents potential risk associated throughout a full economic cycle. With an anemic national economic recovery, subpar inflation, geopolitical risks, and global economic slowdown, management does not believe it would be judicious to reduce substantially the overall level of the allowance at this time.

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Our Company has a significant portion of its loan portfolio with real estate as the underlying collateral. At March 31, 2017 and December 31, 2016, approximately 91.3% and 90.6%, respectively, of the loan portfolio had real estate collateral. When loans, whether commercial or personal, are granted, they are based on the borrower’s ability to generate repayment cash flows from income sources sufficient to service the debt. Real estate is generally taken to reinforce the likelihood of the ultimate repayment and as a secondary source of repayment. We work closely with all our borrowers that experience cash flow or other economic problems, and we believe that we have the appropriate processes in place to monitor and identify problem credits. There can be no assurance that charge-offs of loans in future periods will not exceed the allowance for loan losses as estimated at any point in time or that provisions for loan losses will not be significant to a particular accounting period. The allowance is also subject to examination and testing for adequacy by regulatory agencies, which may consider such factors as the methodology used to determine adequacy and the size of the allowance relative to that of peer institutions. Such regulatory agencies could require us to adjust our allowance based on information available to them at the time of their examination.

 

Non-performing assets were $4.7 million (0.52% of total assets) at March 31, 2017 as compared to $5.2 million (0.57% of total assets) at December 31, 2016. While we believe the non-performing assets to total assets ratios are favorable in comparison to current industry results (both nationally and locally), we continue to be concerned about the impact of this economic environment on our customer base of local businesses and professionals. There were 42 loans totaling $3.6 million included in non-performing status (non-accrual loans and loans past due 90 days and still accruing) at March 31, 2017. The largest loan included in non-accrual status is in the amount of $933 thousand and is secured by a first mortgage on developed lots to be sold for residential use. The average balance of the remaining 41 loans is approximately $118 thousand, and the majority of these loans are secured by first mortgage liens. At the time the loans are placed in non-accrual status, we typically obtain an updated appraisal and, if the loan balance exceeds fair value, write the balance down to the fair value. At March 31, 2017, we had loans totaling $2.2 million that were delinquent 30 days to 89 days representing 0.40% of total loans.

 

Our management continuously monitors non-performing, classified and past due loans to identify deterioration regarding the condition of these loans. We have identified one loan relationship in the aggregate amount of $1.1 million that is current as to principal and interest and not included in non-performing assets that could represent a potential problem loan. This loan is secured by a first lien on commercial real estate property. This balance is included as a substandard loan in Note 4 of the financial statements.

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The following table summarizes the activity related to our allowance for loan losses for the periods indicated:

 

Allowance for Loan Losses

(Dollars in thousands)  Three Months Ended
March 31,
 
   2017   2016 
Average loans outstanding (including loans held for sale)  $557,512   $492,219 
Loans outstanding at period end  $555,298   $494,021 
Non-performing assets:          
Nonaccrual loans  $3,465   $6,013 
Loans 90 days past due still accruing   108    32 
Foreclosed real estate   1,156    1,484 
Repossessed-other        
Total non-performing assets  $4,729   $7,529 
           
Beginning balance of allowance  $5,214   $4,596 
Loans charged-off:          
  Construction and development        
  1-4 family residential mortgage        
  Non-residential real estate   24    45 
  Home equity       18 
  Commercial        
  Installment & credit card   27     
Total loans charged-off   51    63 
Recoveries:          
  1-4 family residential mortgage   1    2 
  Non-residential real estate   81    6 
  Home equity   1    1 
  Commercial   2    2 
  Installment & credit card   4    3 
Total recoveries   89    14 
Net loan charge offs (recoveries)   (38)   49 
Provision for loan losses   116    140 
Balance at period end  $5,368   $4,687 
           
Net recoveries to average loans   -0.01%   0.01%
Allowance as percent of total loans   0.96%   0.95%
Non-performing assets as% of total assets   0.52%   0.87
Allowance as% of non-performing loans   150.2%   77.5%
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The following allocation of the allowance to specific components is not necessarily indicative of future losses or future allocations. The entire allowance is available to absorb losses in the portfolio.

 

Composition of the Allowance for Loan Losses

(Dollars in thousands)  March 31,  2017   December 31, 2016 
       % of
loans in
       % of 
loans in
 
   Amount   Category   Amount   Category 
Commercial, Financial and Agricultural  $140    7.3%  $145    7.8%
Real Estate – Construction   71    5.8%   104    8.4%
Real Estate Mortgage:                    
  Commercial   2,858    71.5%   2,793    67.9%
  Residential   398    8.4%   438    8.7%
Consumer:                    
  Home Equity   163    5.5%   153    5.7%
  Other   159    1.5%   127    1.5%
Unallocated   1,579          N/A    1,454    N/A 
Total  $5,368    100.0%  $5,214    100.0%

 

Accrual of interest is discontinued on loans when management believes, after considering economic and business conditions and collection efforts that a borrower’s financial condition is such that the collection of interest is doubtful. A delinquent loan is generally placed in nonaccrual status when it becomes 90 days or more past due. At the time a loan is placed in nonaccrual status, all interest, which has been accrued on the loan but remains unpaid is reversed and deducted from earnings as a reduction of reported interest income. No additional interest is accrued on the loan balance until the collection of both principal and interest becomes reasonably certain.

 

Non-interest Income and Non-interest Expense

Non-interest income during the first quarter of 2017 was $2.0 million as compared to $2.1 million during the same period in 2016. Mortgage banking income remained relatively flat at $670 thousand for the three months ended March 31, 2017 as compared to the same period in 2016. Investment advisory and commissions on sale of non-deposit investment products decreased by $33 thousand in the first quarter of 2017 to $258 thousand as compared to $291 thousand in the same period of 2016. Changes in the payment structure on these types of products have had a negative impact in the short term but will build the recurring revenue stream that should have a beneficial impact in the future. Management continues to focus on increasing both the mortgage banking income as well as the investment advisory fees and commissions. In the mortgage banking area, we continue to seek to hire skilled producers. We also continue to put a significant emphasis on increasing the recurring investment advisory and commission revenue by increasing total assets under management. During the first quarter of 2017, we pre-paid $2.5 million in a FHLB advance and incurred a pre-payment penalty of $58 thousand. There were none of these penalties paid in the first quarter of 2016.

 

Total non-interest expense increased $378 thousand in first quarter of 2017 to $6.7 million as compared to $6.3 million in the first quarter of 2016. Salary and benefit expense increased $335 thousand from $3.8 million in the first quarter of 2016 to $4.1 million in the first quarter of 2017. This increase is primarily a result of the normal salary adjustments, as well as the addition of several new full time equivalent positions. At March 31, 2017 and 2016, we had 196 and 193 full time equivalent employees, respectively. Marketing and public relations expense increased from $94 thousand in the first quarter of 2016 to $221 thousand in the first quarter of 2017. The timing of a media campaign impacts the recognition of marketing expense, and it is expected that the overall 2017 annual media cost will not vary substantially from the annual cost incurred in 2016. Other real estate expense decreased $24 thousand in the first quarter of 2017 as compared to the same period in 2016. This reflects the continued decrease in the level of our repossessed real estate assets between the two periods. FDIC assessments decreased by $60 thousand in the first quarter of 2017 as compared to the same period in 2016. Beginning on July 1, 2016, the FDIC adjusted the assessment formula and the new assessment has reduced our FDIC assessment by approximately 45%, as compared to the last several years.

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The following is a summary of the components of other non-interest expense for the periods indicated:

 

(In thousands)  Three months ended 
   March 31, 
   2017   2016 
Data processing  $167   $278 
Supplies   30    46 
Telephone   89    89 
Courier   25    23 
Correspondent services   53    54 
Insurance   111    71 
Postage   47    48 
Legal and professional fees   253    156 
Loss on limited partnership interest   48    35 
Director fees   71    111 
Shareholder expense   56    35 
Other   310    291 
   $1,260   $1,237 

 

Income Tax Expense

 

Our effective tax rate was 20.3% and 24.5% in the first quarter of 2017 and 2016, respectively. Effective for years beginning after December 15, 2016, the accounting for share-based compensation changed the recognition of the tax effects of deductions for tax purposes of compensation cost not recognized in the income statement. Previously, the income tax effects of these deductions were recorded directly to equity. Beginning in 2017, all of the tax effects of share-based compensation are recognized in the income statement. The tax benefit is recognized at the time of settlement of the share-based payments. During the first quarter of 2017, the recognition of settled share-based payments reduced tax expense by approximately $115 thousand or 5.2%. This change may increase the volatility of income tax expense for in future periods when share-based compensation is settled or vest. As a result, of our current level of tax exempt securities in our investment portfolio and our BOLI holdings, the effective tax rate is expected to be 26.0% to 27.0% throughout the remainder of 2017. There are no share based payments scheduled to vest or settle during the remainder of 2017.

 

Financial Position

 

Assets totaled $914.9 million at March 31, 2017 as compared to $914.8 million at December 31, 2016. Loans increased by approximately $8.6 million during the quarter ended March 31, 2017. Loans (excluding loans held for sale) at March 31, 2017 were $555.3 million as compared to $546.7 million at December 31, 2016. Total loan production was $33.3 million during the first quarter of 2017. At March 31, 2017 and December 31, 2016, loans (excluding loans held for sale) accounted for 66.1% and 65.5% of earning assets, respectively. The loan-to-deposit ratio at March 31, 2017 and December 31, 2016 was 72.1%. Investment securities decreased to $262.5 million at March 31, 2017 from $272.4 million at December 31, 2016. Deposits increased $9.0 million to $775.6 million at March 31, 2017 as compared to $766.6 million at December 31, 2016. Pure deposits (deposits less time deposits) represented 77.4% of total deposits as of March 31, 2017 as compared to 76.4% at December 31, 2016. We continue to focus on growing our pure deposits as a percentage of total deposits in order to better manage our overall cost of funds. One of our goals as a community bank has been, and continues to be, to grow our assets through quality loan growth by providing credit to small and mid-size businesses and individuals within the markets we serve. Loan production and portfolio growth rates continue to be impacted by the current economic cycle as borrowers are less inclined to leverage their corporate and personal balance sheets. However, we remain committed to meeting the credit needs of our local markets. A continuation of the slow recovery from recessionary national and local economic conditions as well as deterioration of asset quality within our Company could significantly impact our ability to grow our loan portfolio.

44
 

The following table shows the composition of the loan portfolio by category at the dates indicated:

(In thousands)  March 31,   December 31, 
   2017   2016 
   Amount   Percent   Amount   Percent 
                 
Commercial, financial & agricultural  $40,537    7.3%  $42,704    7.8%
Real estate:                    
   Construction   32,438    5.8%   45,746    8.4%
   Mortgage – residential   46,668    8.4%   47,472    8.7%
   Mortgage – commercial   397,179    71.5%   371,112    67.9%
Consumer:                    
   Home Equity   30,481    5.5%   31,368    5.7%
   Other   7,995    1.5%   8,307    1.5%
Total gross loans   555,298    100.0   546,709    100.0
Allowance for loan losses   (5,368)        (5,214)     
     Total net loans  $549,930        $541,495      
                     

In the context of this discussion, a real estate mortgage loan is defined as any loan, other than loans for construction purposes and advances on home equity lines of credit, secured by real estate, regardless of the purpose of the loan. Advances on home equity lines of credit are included in consumer loans. We follow the common practice of financial institutions in our market areas of obtaining a security interest in real estate whenever possible, in addition to any other available collateral. This collateral is taken to reinforce the likelihood of the ultimate repayment of the loan and tends to increase the magnitude of the real estate loan components. Generally we limit the loan-to-value ratio to 80%.

Market Risk Management

The effective management of market risk is essential to achieving our strategic financial objectives. Our most significant market risk is interest rate risk. We have established an Asset/Liability Management Committee (“ALCO”) to monitor and manage interest rate risk. The ALCO monitors and manages the pricing and maturity of assets and liabilities in order to diminish the potential adverse impact that changes in interest rates could have on net interest income. The ALCO has established policy guidelines and strategies with respect to interest rate risk exposure and liquidity.

A monitoring technique employed by the ALCO is the measurement of interest sensitivity “gap,” which is the positive or negative dollar difference between assets and liabilities that are subject to interest rate repricing within a given period of time. Simulation modeling is performed to assess the impact varying interest rates and balance sheet mix assumptions will have on net interest income. We model the impact on net interest income for several different changes, to include a flattening, steepening and parallel shift in the yield curve. For each of these scenarios, we model the impact on net interest income in an increasing and decreasing rate environment of 100 and 200 basis points. Policies have been established in an effort to maintain the maximum anticipated negative impact of these modeled changes in net interest income at no more than 10% and 15% in a 100 and 200 basis point change in interest rates, respectively, over a twelve month period. Interest rate sensitivity can be managed by repricing assets or liabilities, selling securities available-for-sale, replacing an asset or liability at maturity or by adjusting the interest rate during the life of an asset or liability. Managing the amount of assets and liabilities repricing in the same time interval helps to hedge the risk and minimize the impact on net interest income of rising or falling interest rates.

 

We are currently asset sensitive within one year. However, neither the “gap” analysis nor asset/liability simulation modeling is a precise indicator of our interest sensitivity position due to the many factors that affect net interest income, including changes in the volume and mix of earning assets and interest-bearing liabilities.

45
 

Based on the many factors and assumptions used in simulating the effect of changes in interest rates, the following table estimates the percentage change in net interest income at March 31, 2017 and December 31, 2016 over twelve months.

 

Net Interest Income Sensitivity

 

Change in
short-term
interest
rates
   Hypothetical
percentage change in
net interest income
 
    March 31, 2017   December 31, 2016 
+200bp     0.65%   0.08%
+100bp     0.56%   0.37%
Flat          
-100 bp   -3.18%   -2.81
-200 bp   -8.87%   -7.69%
            

The decrease in net interest income in a down 200 basis point environment primarily results from the current level of interest rates being paid on our interest bearing transaction accounts as well as money market accounts. The interest rates on these accounts are at a level where they cannot be repriced in proportion to the change in interest rates. At the current historically low interest rate levels, we believe that a downward shift of 200 basis points across the entire yield curve is unlikely.

We also perform a valuation analysis projecting future cash flows from assets and liabilities to determine the Present Value of Equity (“PVE”) over a range of changes in market interest rates. The sensitivity of PVE to changes in interest rates is a measure of the sensitivity of earnings over a longer time horizon. At March 31, 2017, the PVE exposure in a plus 200 basis point increase in market interest rates was estimated to be 1.99% as compared to 0.78% at December 31, 2016.

 

Liquidity and Capital Resources

 

We believe our liquidity remains adequate to meet operating and loan funding requirements. Interest-bearing bank balances, federal funds sold, and investment securities available-for-sale represent 28.6% of total assets at March 31, 2017. We believe that our existing stable base of core deposits along with continued growth in this deposit base will enable us to meet our long-term and short-term liquidity needs successfully. These needs include the ability to respond to short-term demand for funds caused by the withdrawal of deposits, maturity of repurchase agreements, extensions of credit and the payment of operating expenses. Other sources of liquidity, in addition to deposit gathering activities, include maturing loans and investments, purchase of federal funds from other financial institutions and selling securities under agreements to repurchase. We monitor closely the level of large certificates of deposits in amounts of $100 thousand or more as they tend to be more sensitive to interest rate changes and, thus, less reliable sources of funding for liquidity purposes. At March 31, 2017, the amount of time deposits of $100 thousand or more represented 10.1% of total deposits and the amount of time deposits of $250 thousand or more represented 4.8% of deposits. The majority of these deposits are issued to local customers many of whom have other product relationships with the Bank.

 

Through the operations of our Bank, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding agreements to lend money to our customers at predetermined interest rates for a specified period of time. At March 31, 2017, we had issued commitments to extend credit of $91 million, including $34 million in unused home equity lines of credit, through various types of lending arrangements. We evaluate each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our credit evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, commercial and residential real estate. We manage the credit risk on these commitments by subjecting them to normal underwriting and risk management processes.

 

Other than as described elsewhere in this report, we are not aware of any trends, events or uncertainties that we expect to result in a significant adverse effect on our liquidity position. However, no assurances can be given in this regard, as rapid growth, deterioration in loan quality, and poor earnings, or a combination of these factors, could change the liquidity position in a relatively short period of time.

46
 

The Company has generally maintained a high level of liquidity and adequate capital, which along with continued retained earnings, we believe will be sufficient to fund the operations of the Bank for at least the next 12 months. Shareholders’ equity was 9.1% of total assets at March 31, 2017 and 8.9% at December 31, 2016. The Bank maintains federal funds purchased lines in the total amount of $20.0 million with two financial institutions, although these were not utilized in the first quarter of 2017. The FHLB of Atlanta has approved a line of credit of up to 25% of the Bank’s assets, which when utilized is collateralized by a pledge against specific investment securities and/or eligible loans. We regularly review the liquidity position of the Company and have implemented internal policies establishing guidelines for sources of asset based liquidity and evaluate and monitor the total amount of purchased funds used to support the balance sheet and funding from noncore sources. We believe that our existing stable base of core deposits along with continued growth in this deposit base will enable us to meet our long term liquidity needs successfully.

 

Regulatory capital rules released by the federal bank regulatory agencies in July 2013 to implement capital standards, referred to as Basel III and developed by an international body known as the Basel Committee on Banking Supervision, impose higher minimum capital requirements for bank holding companies and banks. The regulatory capital rules became effective for the Company and the Bank on January 1, 2015 (subject to a phase-in period for certain provisions), and all of the requirements in the rules will be fully phased in by January 1, 2019.

 

The final rule includes certain new and higher risk-based capital and leverage requirements than those previously in place. Specifically, the following minimum capital requirements apply to us:

 

·a new Common Equity Tier 1 risk-based capital ratio of 4.5%;
·a Tier 1 risk-based capital ratio of 6% (increased from the former 4% requirement);
·a total risk-based capital ratio of 8% (unchanged from former requirements); and
·a leverage ratio of 4% (also unchanged from the former requirement).

 

Under the rules, Tier 1 capital is redefined to include two components: Common Equity Tier 1 capital and additional Tier 1 capital. The new and highest form of capital, Common Equity Tier 1 capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, and limited amounts of minority interests that are in the form of common stock. Additional Tier 1 capital includes other perpetual instruments historically included in Tier 1 capital, such as noncumulative perpetual preferred stock. The rules permit bank holding companies with less than $15 billion in total consolidated assets to continue to include trust preferred securities and cumulative perpetual preferred stock issued before May 19, 2010 in Tier 1 capital, but not in Common Equity Tier 1 capital, subject to certain restrictions. Tier 2 capital consists of instruments that currently qualify in Tier 2 capital plus instruments that the rules have disqualified from Tier 1 capital treatment. Cumulative perpetual preferred stock, formerly includable in Tier 1 capital, is now included only in Tier 2 capital. Accumulated other comprehensive income (“AOCI”) is presumptively included in Common Equity Tier 1 capital and often would operate to reduce this category of capital. The rules provided a one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI. We elected to opt out from the inclusion of AOCI in Common Equity Tier 1 capital.

 

In addition, in order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements. This buffer must consist solely of Tier 1 Common Equity, but the buffer applies to all three measurements (Common Equity Tier 1, Tier 1 capital and total capital). The capital conservation buffer will be phased in incrementally over time, becoming fully effective on January 1, 2019, and will consist of an additional amount of common equity equal to 2.5% of risk-weighted assets. As of January 1, 2017, we are required to hold a capital conservation buffer of 1.25%, increasing by that amount each successive year until 2019.

 

In general, the rules have had the effect of increasing capital requirements by increasing the risk weights on certain assets, including high volatility commercial real estate, certain loans past due 90 days or more or in nonaccrual status, mortgage servicing rights not includable in Common Equity Tier 1 capital, equity exposures, and claims on securities firms, that are used in the denominator of the three risk-based capital ratios.

47
 

As of March 31, 2017, the Company and the Bank meet all capital adequacy requirements under the rules on a fully phased-in basis if such requirements had been effective at that time. The Bank’s risk-based capital ratios of leverage ratio, Tier 1, and total capital were 9.8%, 14.0% and 14.9%, respectively, at March 31, 2017 as compared to 9.8%, 13.8%, and 14.7%, respectively, at December 31, 2016. The Bank’s CET1 ratio at March 31, 2017 was 14.0% and 13.8% at December 31, 2016. The Company’s risk-based capital ratios of leverage ratio, Tier 1, and total capital were 10.2%, 14.7% and 15.5%, respectively, at March 31, 2017 as compared to 10.2%, 14.5% and 15.3%, respectively, at December 31, 2016. The Company’s CET1 ratio at March 31, 2017 and December 31, 2016 was 12.4% and 12.2%, respectively. Our management anticipates that the Bank and the Company will remain a well-capitalized institution for at least the next 12 months.

 

Since the Company is a bank holding company, its ability to declare and pay dividends is dependent on certain federal and state regulatory considerations, including the guidelines of the Federal Reserve Board. The Federal Reserve Board has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the Federal Reserve Board’s policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. The Federal Reserve Board’s policies also require that a bank holding company serve as a source of financial strength to its subsidiary banks by standing ready to use available resources to provide adequate capital funds to those banks during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary. In addition, under the prompt corrective action regulations, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. These regulatory policies could affect the ability of the Company to pay dividends or otherwise engage in capital distributions.

 

In addition, since the Company is a legal entity separate and distinct from the Bank and does not conduct stand-alone operations, its ability to pay dividends depends on the ability of the Bank to pay dividends to it, which is also subject to regulatory restrictions. As a South Carolina chartered bank, the Bank is subject to limitations on the amount of dividends that it is permitted to pay. Unless otherwise instructed by the South Carolina Board of Financial Institutions, the Bank is generally permitted under South Carolina State banking regulations to pay cash dividends of up to 100% of net income in any calendar year without obtaining the prior approval of the South Carolina Board of Financial Institutions. The FDIC also has the authority under federal law to enjoin a bank from engaging in what in its opinion constitutes an unsafe or unsound practice in conducting its business, including the payment of a dividend under certain circumstances.

48
 

FIRST COMMUNITY CORPORATION

Yields on Average Earning Assets and Rates

on Average Interest-Bearing Liabilities

 

   Three months ended March 31, 2017   Three months ended March 31, 2016 
   Average   Interest   Yield/   Average   Interest   Yield/ 
   Balance   Earned/Paid   Rate   Balance   Earned/Paid   Rate 
Assets                              
Earning assets                              
Loans  $557,512   $6,326    4.60%  $492,219   $5,681    4.64%
Securities:   268,121    1,418    2.14%   283,920    1,433    2.03%
Other short-term investments   12,869    29    0.91%   16,001    23    0.58%
Total earning assets   838,502    7,773    3.76%   792,140    7,137    3.62%
Cash and due from banks   10,965              10,836           
Premises and equipment   30,168              30,096           
Intangibles   6,142              6,455           
Other assets   32,181              30,600           
Allowance for loan losses   (5,274)             (4,648)          
Total assets  $912,684             $865,479           
Interest-bearing liabilities                              
Interest-bearing transaction accounts   156,165    43    0.11%   150,458    46    0.12%
Money market accounts   168,036    105    0.25%   165,631    109    0.26%
Savings deposits   72,141    21    0.12%   62,333    18    0.12%
Time deposits   178,235    273    0.62%   178,743    275    0.62%
Other borrowings   65,662    270    1.67%   61,945    352    2.29%
Total interest-bearing liabilities   640,239    712    0.45%   619,110    800    0.52%
Demand deposits   182,790              159,479           
Other liabilities   7,125              6,555           
Shareholders’ equity   82,530              80,335           
Total liabilities and shareholders’ equity  $912,684             $865,479           
                               
                               
Cost of funds including demand deposits             0.35%             0.41%
Net interest spread             3.31%             3.10%
Net interest income/margin       $7,061    3.42%       $6,337    3.22%
Net interest income/margin (taxable equivalent)       $7,279    3.52%       $6,556    3.33%

  

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

There have been no material changes in our quantitative and qualitative disclosures about market risk as of March 31, 2017 from that presented in our 2016 Annual Report on Form 10-K. See the “Market Risk Management” subsection in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for quantitative and qualitative disclosures about market risk, which information is incorporated herein by reference.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

49
 

PART II -

OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are a party to claims and lawsuits arising in the course of normal business activities. Management is not aware of any material pending legal proceedings against the Company which, if determined adversely, the Company believes would have a material adverse impact on the Company’s financial position, results of operations or cash flows.

 

Item 1A. Risk Factors.

 

Not Applicable.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Not Applicable.

 

Item 3. Defaults Upon Senior Securities.

 

Not Applicable.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

ExhibitDescription
  
31.1Rule 13a-14(a) Certification of the Principal Executive Officer.
  
31.2Rule 13a-14(a) Certification of the Principal Financial Officer.
  
32Section 1350 Certifications
  
101The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in eXtensible Business Reporting Language (XBRL); (i) Consolidated Balance Sheets at March 31, 2017 and December 31, 2016, (ii) Consolidated Statements of Income for the three months ended March 31, 2017 and 2016, (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016 (iv) Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2017 and 2016, (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016, and (vi) Notes to Consolidated Financial Statements.


50
 

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.

     
  FIRST COMMUNITY CORPORATION
    (REGISTRANT)
     
Date: May 9, 2017 By:  /s/ Michael C. Crapps
    Michael C. Crapps
    President and Chief Executive Officer
    (Principal Executive Officer)
     
Date: May 9, 2017 By: /s/ Joseph G. Sawyer
    Joseph G. Sawyer
    Executive Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)
51
 

INDEX TO EXHIBITS

 

Exhibit 
NumberDescription
  
31.1Rule 13a-14(a) Certification of the Principal Executive Officer.
  
31.2Rule 13a-14(a) Certification of the Principal Financial Officer.
  
32Section 1350 Certifications.
  
101The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in eXtensible Business Reporting Language (XBRL); (i) Consolidated Balance Sheets at March 31, 2017 and December 31, 2016, (ii) Consolidated Statements of Income for the three months ended March 31, 2017 and 2016, (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016 (iv) Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2017 and 2016, (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016, and (vi) Notes to Consolidated Financial Statements.