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FIRST US BANCSHARES, INC. - Quarter Report: 2016 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


 

 

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

 

For the quarterly period ended September 30, 2016

 

OR

 

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

 

For the transition period from                         to                        

 

Commission File Number: 0-14549


First US Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware

63-0843362

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

 

131 West Front Street

Post Office Box 249

Thomasville, AL

36784

(Address of Principal Executive Offices)

(Zip Code)

 

(334) 636-5424

(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    ☒  No    ☐

 

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

Yes    ☒  No    ☐

 

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

 

Large accelerated filer

Accelerated filer

       

Non-accelerated filer

  (Do not check if a smaller reporting company)

Smaller reporting company

 

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

Yes    ☐  No    ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

Outstanding at November 9, 2016

Common Stock, $0.01 par value

6,043,292 shares



1

 

 

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

(Previously Known As United Security Bancshares, Inc. and Subsidiaries)

 

   

PAGE

     
 

PART I. FINANCIAL INFORMATION

 
     

ITEM 1.

FINANCIAL STATEMENTS

 
     

Interim Condensed Consolidated Balance Sheets at September 30, 2016 (Unaudited) and December 31, 2015

4
     

Interim Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015 (Unaudited)  

5
     

Interim Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2016 and 2015 (Unaudited)

6
     

Interim Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015 (Unaudited)

7
     

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

8
     

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

36
     

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

49
     

ITEM 4.

CONTROLS AND PROCEDURES

50
     
 

PART II. OTHER INFORMATION

51
     

ITEM 1.

LEGAL PROCEEDINGS

51
     

ITEM 1A.

RISK FACTORS

51
     

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

51
     

ITEM 6.

EXHIBITS

51
     

Signature Page

52

 

2

 

 

FORWARD-LOOKING STATEMENTS

 

Statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). In addition, First US Bancshares, Inc. ("Bancshares") and, together with its subsidiaries, (the “Company”), through its senior management, from time to time makes forward-looking statements concerning its expected future operations and performance and other developments. The words “estimate,” “project,” “intend,” “anticipate,” “expect,” “believe,” continues and similar expressions are indicative of forward-looking statements. Such forward-looking statements are necessarily estimates reflecting the Company’s best judgment based on current information and involve a number of risks and uncertainties, and various factors could cause results to differ materially from those contemplated by such forward-looking statements. Such factors could include those identified from time to time in the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements, including the risk factors described in Part I, Item 1A of the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2015. Specifically, with respect to statements relating to loan demand, growth and earnings potential, geographic expansion and the adequacy of the allowance for loan losses for the Company, these factors include, but are not limited to, the rate of growth (or lack thereof) in the economy generally and in the Company’s service areas, the availability of quality loans in the Company’s service areas, the relative strength and weakness in the consumer and commercial credit sectors and in the real estate markets and collateral values. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to revise forward-looking statements to reflect circumstances or events that occur after the dates on which the forward-looking statements are made, except as required by law.

 

3

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

(Previously Known As United Security Bancshares, Inc. and Subsidiaries)

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands, Except Share and Per Share Data)

 

   

September 30,

   

December 31,

   
   

2016

   

2015

   
   

(Unaudited)

           

ASSETS

   

Cash and due from banks

  $ 7,618     $ 7,088    

Interest-bearing deposits in banks

    18,475       36,984    

Total cash and cash equivalents

    26,093       44,072    
Investment securities available-for-sale, at fair value     181,251       198,843    

Investment securities held-to-maturity, at amortized cost

    28,315       32,359    

Federal Home Loan Bank stock, at cost

    1,368       1,025    

Loans, net of allowance for loan losses of $3,668 and $3,781, respectively

    317,121       255,432    

Premises and equipment, net

    15,481       12,084    

Cash surrender value of bank-owned life insurance

    14,525       14,292    

Accrued interest receivable

    1,847       1,833    

Other real estate owned

    5,391       6,038    

Other assets

    8,915       9,804    

Total assets

  $ 600,307     $ 575,782    
     

LIABILITIES AND SHAREHOLDERS’ EQUITY

   

Deposits

  $ 493,828     $ 479,258    

Accrued interest expense

    231       180    

Other liabilities

    7,063       6,960    

Short-term borrowings

    5,337       7,354    

Long-term debt

    15,000       5,000    

Total liabilities

    521,459       498,752    
                   

Commitments and contingencies

                 

Shareholders’ equity:

                 

Common stock, par value $0.01 per share, 10,000,000 shares authorized; 7,329,060 shares issued; 6,043,102 and 6,038,554 shares outstanding, respectively

    73       73    

Surplus

    10,723       10,558    

Accumulated other comprehensive income, net of tax

    1,169       536    

Retained earnings

    87,660       86,693    

Less treasury stock: 1,285,958 and 1,290,506 shares at cost, respectively

    (20,764

)

    (20,817 )

 

Noncontrolling interest

    (13

)

    (13 )

 

Total shareholders’ equity

    78,848       77,030    

Total liabilities and shareholders’ equity

  $ 600,307     $ 575,782    

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 

4

 

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

(Previously Known As United Security Bancshares, Inc. and Subsidiaries)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Data)

 

   

Three Months Ended

      Nine Months Ended       
   

September 30,

      September 30,       
   

2016

   

2015

      2016       2015  
   

(Unaudited)

         (Unaudited)  

Interest income:

                               

Interest and fees on loans

  $ 6,773     $ 6,160     $ 19,192     $ 18,815  

Interest on investment securities

    987       1,168       3,242       3,569  

Total interest income

    7,760       7,328       22,434       22,384  
                                 

Interest expense:

                               

Interest on deposits

    532       557       1,568       1,721  

Interest on borrowings

    55       4       115       19  

Total interest expense

    587       561       1,683       1,740  
                                 

Net interest income

    7,173       6,767       20,751       20,644  
                                 

Provision (reduction in reserve) for loan losses

    680       (78 )     1,383       (199
                                 

Net interest income after provision (reduction in reserve) for loan losses

    6,493       6,845       19,368       20,843  
                                 

Non-interest income:

                               

Service and other charges on deposit accounts

    463       465       1,306       1,391  

Credit insurance income

    256       150       570       339  
Other income, net     589       375       1,503       1,258  

Net gain on sales and prepayments of investment securities

    259       6       657       367  

Total non-interest income

    1,567       996       4,036       3,355  
                                 

Non-interest expense:

                               

Salaries and employee benefits

    4,334       4,106       12,734       12,513  

Net occupancy and equipment

    830       744       2,381       2,347  

Other real estate/foreclosure expense, net

    124       247       370       814  

Other expense

    2,060       1,993       6,184       5,500  

Total non-interest expense

    7,348       7,090       21,669       21,174  
                                 

Income before income taxes

    712       751       1,735       3,024  

Provision for income taxes

    162       207       406       870  

Net income

  $ 550     $ 544     $ 1,329     $ 2,154  

Basic net income per share

  $ 0.09     $ 0.09     $ 0.22     $ 0.35  

Diluted net income per share

  $ 0.09     $ 0.09     $ 0.21     $ 0.34  

Dividends per share

  $ 0.02     $ 0.02     $ 0.06     $ 0.06  

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 

5

 

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

(Previously Known As United Security Bancshares, Inc. and Subsidiaries)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in Thousands)

 

   

Three Months Ended

          Nine Months Ended  
   

September 30,

          September 30,  
   

2016

   

2015

      2016       2015  
   

(Unaudited)

         (Unaudited)  

Net income

  $ 550     $ 544     $ 1,329     $ 2,154  

Other comprehensive income:

                               

Unrealized holding gains (losses) on securities available-for-sale arising during period, net of tax expense (benefit) of $(39), $(41), $656 and $(423), respectively

    (66 )     (69 )     1,125       (707 )

Reclassification adjustment for net gains on available-for-sale securities realized in net income, net of tax of $93, $0, $238 and $136, respectively

    (160 )    

 

    (410 )     (223
Unrealized holding gains (losses) arising during the period on effective cash flow hedge derivatives, net of tax expense (benefit) of $34, $0, $(48) and $0, respectively     57      

      (82 )    

 

Other comprehensive income (loss)

    (169 )     (69

)

    633       (930

Total comprehensive income

  $ 381     $ 475     $ 1,962     $ 1,224  

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 

6

 

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

(Previously Known As United Security Bancshares, Inc. and Subsidiaries)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

 

   

Nine Months Ended

 
   

September 30,

 
   

2016

   

2015

 
   

(Unaudited)

 

Cash flows from operating activities:

               

Net income

  $ 1,329     $ 2,154  

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

               

Depreciation and amortization

    726       640  

Provision (reduction in reserve) for loan losses

    1,383

 

    (199

)

Deferred income tax provision

    368       846  

Net gain on sale and prepayment of investment securities

   

(657

)

    (359

)

Stock-based compensation expense

    218       302  

Net amortization of securities

    1,163       1,268  

Net loss on premises and equipment, repossessed assets and other real estate

    573       657  

Changes in assets and liabilities:

               

(Increase) decrease in accrued interest receivable

    (14 )     445  

Decrease in other assets

    224       963  

Increase (decrease) in accrued interest expense

    51

 

    (32

)

Decrease in other liabilities

    (27

)

    (618

)

Net cash provided by operating activities

    5,337       6,067  

Cash flows from investing activities:

               

Purchase of investment securities, available-for-sale

    (49,236

)

    (54,410

)

Purchase of investment securities, held-to-maturity

    (13,850

)

    (22,317

)

Proceeds from sales of investment securities, available-for-sale

   

30,439

      15,754  

Proceeds from maturities and prepayments of investment securities, available-for-sale

    37,131       36,664  

Proceeds from maturities and prepayments of investment securities, held-to-maturity

    17,779       16,990  

Net increase (decrease) in Federal Home Loan Bank stock

   

(343

)    

222

 

Proceeds from the sale of premises and equipment and other real estate

    1,208       2,849  

Net change in loan portfolio

    (64,081 )     19,759  

Purchases of premises and equipment

    (4,554

)

    (3,111

)

Net cash provided by (used in) investing activities

    (45,507 )     12,400  

Cash flows from financing activities:

               

Net increase (decrease) in customer deposits

    14,570

 

    (20,393

)

Net increase (decrease) in short-term borrowings

    (2,017 )     739  
Proceeds from (repayment of) long-term Federal Home Loan Bank advances      10,000      

(5,000

)

Dividends paid

    (362

)

    (363

)

Net cash provided by (used in) financing activities

    22,191

 

    (25,017

)

Net decrease in cash and cash equivalents

    (17,979

)

    (6,550

)

Cash and cash equivalents, beginning of period

    44,072       34,166  

Cash and cash equivalents, end of period

  $ 26,093     $ 27,616  

Supplemental disclosures:

               

Cash paid for:

               

Interest

  $ 1,632     $ 1,772  

Income taxes

   

85

      63  

Non-cash transactions:

               
Assets acquired in settlement of loans   $ 1,009     $ 2,241  

Reissuance of Treasury stock as compensation

    53       69  

 

The accompanying notes are an integral part of these Interim Condensed Consolidated Statements.

 

7

 

 

FIRST US BANCSHARES, INC. AND SUBSIDIARIES

(Previously Known As United Security Bancshares, Inc. and Subsidiaries)

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.

GENERAL

 

The accompanying unaudited interim condensed consolidated financial statements include the accounts of First US Bancshares, Inc. (formerly known as United Security Bancshares, Inc.) (“Bancshares”) and its subsidiaries (collectively, the “Company”). Bancshares is the parent holding company of First US Bank (the “Bank” or “FUSB”). The Bank operates a finance company, Acceptance Loan Company, Inc. (“ALC”). All significant intercompany transactions and accounts have been eliminated.

 

The unaudited interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments necessary for a fair presentation of consolidated financial position, results of operations and cash flows for the periods presented. Such adjustments are of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results expected for the fiscal year ending December 31, 2016. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), management believes that the disclosures herein are adequate to make the information presented not misleading. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2015. The accounting policies followed by the Company are set forth in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2015. Certain amounts in the 2015 condensed consolidated financial statements have been reclassified to conform to the 2016 method of presentation, including approximately $0.7 million that was reclassified from other liabilities to surplus on the Interim Condensed Consolidated Balance Sheet as of December 31, 2015 related to shares of stock that had been accrued as of the balance sheet date as deferred compensation for members of the Company's Board of Directors.

 

2.

RECENT ACCOUNTING PRONOUNCEMENTS

 

Accounting Standards Update (“ASU”) 2016-13, "Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments.” Issued in June 2016, ASU 2016-13 removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. Under current U.S. GAAP, companies generally recognize credit losses when it is probable that the loss has been incurred. The revised guidance will remove all current recognition thresholds and will require companies to recognize an allowance for lifetime expected credit losses. Credit losses will be immediately recognized through net income; the amount recognized will be based on the current estimate of contractual cash flows not expected to be collected over the financial asset’s contractual term. ASU 2016-13 also amends the credit loss measurement guidance for available-for-sale debt securities. For public business entities, ASU 2016-13 is effective for financial statements issued for fiscal years and for interim periods within those fiscal years beginning after December 15, 2019. Institutions will be required to apply the changes through a cumulative-effect adjustment to their retained earnings as of the beginning of the first reporting period in which the guidance is effective. Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

 

ASU 2016-10, “Revenue from Contracts with Customers (Topic 606)-Identifying Performance Obligations and Licensing.”  Issued in April 2016, ASU 2016-10 clarifies ASC Topic 606, “Revenue from Contracts with Customers" with respect to (i) identifying performance obligations; and (ii) the licensing implementation guidance.  Since the amendments in ASU 2016-10 affect the guidance in ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is not yet effective, this ASU will become effective when ASU 2014-09 becomes effective.  The amendments of ASU 2016-10 are effective for interim and annual periods beginning after December 15, 2017.  Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.  Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

 

ASU 2016-09, “Compensation-Stock Compensation (Topic 718)-Improvements to Employee Share-Based Payment Accounting.”  Issued in March 2016, ASU 2016-09 seeks to reduce complexity in accounting standards by simplifying several aspects of the accounting for share-based payment transactions, including (1) accounting for income taxes; (2) classification of excess tax benefits on the statement of cash flows; (3) forfeitures; (4) minimum statutory tax withholding requirements; (5) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax withholding purposes; (6) the practical expedient for estimating the expected term; and (7) intrinsic value.  The amendments of ASU 2016-09 are effective for interim and annual periods beginning after December 15, 2016.  Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

 

ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” Issued in March 2016, ASU 2016-08 clarifies certain principal versus agent considerations within the implementation guidance of ASC Topic 606, “Revenue from Contracts with Customers.” Since the amendments in ASU 2016-08 affect the guidance in ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is not yet effective, this ASU will become effective when ASU 2014-09 becomes effective.  The amendments of ASU 2016-08 are effective for interim and annual periods beginning after December 15, 2017.  Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.  Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

 

ASU 2016-05, “Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships.” Issued in March 2016, ASU 2016-05 clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under ASC Topic 815 does not, in and of itself, require de-designation of that hedging relationship, provided that all other hedge accounting criteria continue to be met.  The amendments of ASU 2016-05 are effective for interim and annual periods beginning after December 15, 2016.  Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

 

ASU 2016-02, “Leases (Topic 842).” Issued in February 2016, ASU 2016-02 will require organizations that lease assets (lessees) to recognize on the balance sheet the assets and liabilities for the rights and obligations created by all leases with a term of more than 12 months. The recognition, measurement and presentation of expenses and cash flows arising from a lease are not significantly changed under ASU 2016-02. There will continue to be differentiation between finance leases and operating leases. For finance leases, a lessee will be required to (i) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position; (ii) recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of income; and (iii) classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability within operating activities on the statement of cash flows. For operating leases, a lessee will be required to (i) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. The accounting applied by the lessor in a lease transaction remains largely unchanged from previous U.S. GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

 

8

 

 

ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (An Amendment of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification).”  Issued in January 2016, ASU 2016-01 is intended to enhance the reporting model for financial instruments to provide users of financial statements with improved decision-making information.  The amendments to ASU 2016-01 include: (i) requiring equity investments, except those accounted for under the equity method of accounting or those that result in the consolidation of an investee, to be measured at fair value, with changes in fair value recognized in net income; (ii) requiring a qualitative assessment to identify impairment of equity investments without readily determinable fair values; and (iii) clarifying that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The amendments of ASU 2016-01 are effective for interim and annual periods beginning after December 15, 2017.  Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements.

 

ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” Issued in April 2015, ASU 2015-05 provides guidance on how customers should evaluate whether cloud computing arrangements contain a software license that should be accounted for separately. A customer that determines that such an arrangement contains a software license must account for the license consistently with the acquisition of other software licenses. If an arrangement does not contain a software license, then the customer is required to account for it as a service contract. As a result, all software licenses within the scope of this guidance will be accounted for consistently with other licenses of intangible assets. The guidance is effective for annual and interim periods beginning after December 15, 2015. Entities can elect to apply the guidance either retrospectively or prospectively to all cloud computing arrangements entered into or materially modified after the effective date. ASU 2015-05 became effective for the Company on January 1, 2016 and was applied using the prospective transition method.  The adoption of ASU 2015-05 did not have a material impact on the Company’s consolidated financial statements.

 

ASU 2015-02,Consolidation (Topic 810): Amendments to the Consolidation Analysis.” Issued in February 2015, ASU 2015-02 is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability companies and certain entities involved in securitization transactions. ASU 2015-02 focuses on the consolidation criteria for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. The new standard simplifies and improves current U.S. GAAP by: (i) placing more emphasis on risk of loss when determining a controlling financial interest; (ii) reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE); and (iii) changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. ASU 2015-02 became effective for the Company on January 1, 2016. The adoption of ASU 2015-02 did not have a material impact on the Company’s consolidated financial statements.

 

ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).”  Issued in May 2014, ASU 2014-09 will add FASB ASC Topic 606, Revenue from Contracts with Customers, and will supersede revenue recognition requirements in FASB ASC Topic 605, Revenue Recognition and certain cost guidance in FASB ASC Topic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts.  ASU 2014-09 provides a framework for revenue recognition that replaces the existing industry and transaction-specific requirements under the existing standards.  ASU 2014-09 requires an entity to apply a five-step model to determine when to recognize revenue and at what amount.  The model specifies that revenue should be recognized when (or as) an entity transfers control of goods or services to a customer at the amount to which the entity expects to be entitled.  Depending on whether certain criteria are met, revenue should be recognized either over time, in a manner that depicts the entity’s performance, or at a point in time, when control of the goods or services is transferred to the customer.  ASU 2014-09 provides that an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in each contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in each contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation.  In addition, the existing requirements for the recognition of a gain or loss on the transfer of non-financial assets that are not in a contract with a customer are amended to be consistent with the guidance on recognition and measurement in ASU 2014-09.  The amendments of ASU 2014-09 may be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application.  If the transition method of application is elected, the entity should also provide the additional disclosures in reporting periods that include the date of initial application regarding (1) the amount by which each financial statement line item is affected in the current reporting period and (2) an explanation of the reasons for significant changes.  ASU 2015-14, “Revenue from Contracts with Customers (Topic 606)-Deferral of the Effective Date,” issued in August 2015, defers the effective date of ASU 2014-09 by one year.  ASU 2015-14 provides that the amendments of ASU 2014-09 become effective for interim and annual periods beginning after December 15, 2017.  Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.  Management is currently evaluating the impact that this ASU will have on the Company’s consolidated financial statements, as well as the most appropriate method of application; however, regardless of the method of application selected, the adoption of ASU 2014-09 is not expected to have a material impact on the Company’s consolidated financial statements.

 

9

 

3.

NET INCOME PER SHARE

 

Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding. Included in basic shares are certain shares that have been accrued as of the balance sheet date as deferred compensation for members of the Company's Board of Directors. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding, adjusted for the effect of potentially dilutive stock awards outstanding during the period. The dilutive shares consist of shares issuable upon the exercise of nonqualified stock options granted to employees and members of the Company’s Board of Directors pursuant to the Company's 2013 Incentive Plan (the “2013 Incentive Plan”) previously approved by the Company’s shareholders. The following table reflects weighted average shares used to calculate basic and diluted net income per share for the periods presented.

 

   

Three Months Ended

          Nine Months Ended  
   

September 30,

          September 30,  
   

2016

   

2015

      2016       2015  

Basic shares

    6,151,701       6,139,148       6,147,325       6,137,207  

Dilutive shares

    272,550       177,050       272,550       177,050   

Diluted shares

    6,424,251       6,316,198       6,419,875       6,314,257   

 

 

   

Three Months Ended

          Nine Months Ended  
   

September 30,

          September 30,  
   

2016

   

2015

      2016       2015  
   

(Dollars in Thousands, Except Per Share Data)     

 

Net income

  $ 550     $ 544     $ 1,329     $ 2,154  

Basic net income per share

  $ 0.09     $ 0.09     $ 0.22     $ 0.35  

Diluted net income per share

  $ 0.09     $ 0.09     $ 0.21     $ 0.34  

 

4.

COMPREHENSIVE INCOME

 

Comprehensive income consists of net income, as well as unrealized holding gains and losses that arise during the period associated with the Company’s available-for-sale securities portfolio and the effective portion of cash flow hedge derivatives. In the calculation of comprehensive income, reclassification adjustments are made for gains or losses realized in the statement of operations associated with the sale of available-for-sale securities or changes in the fair value of cash flow derivatives.

 

5.

INVESTMENT SECURITIES

 

Details of investment securities available-for-sale and held-to-maturity as of September 30, 2016 and December 31, 2015 were as follows:

 

   

Available-for-Sale

 
   

September 30, 2016

 
           

Gross

   

Gross

   

Estimated

 
   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 
   

Cost

   

Gains

   

Losses

   

Value

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Residential

  $ 96,845     $ 1,534     $ (38

)

  $ 98,341  

Commercial

    69,430       280       (384

)

    69,326  

Obligations of states and political subdivisions

    10,153       582      

 

    10,735  

Obligations of U.S. government-sponsored agencies

    2,000       6      

 

    2,006  

Corporate notes

    762      

1

     

      763  

U.S. Treasury securities

    80      

     

      80  

Total

  $ 179,270     $ 2,403     $ (422

)

  $ 181,251  

 

10

 

 

   

Held-to-Maturity

 
   

September 30, 2016

 
           

Gross

   

Gross

   

Estimated

 
   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 
   

Cost

   

Gains

   

Losses

   

Value

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Commercial

  $ 16,052     $ 81     $

 

  $ 16,133  

Obligations of U.S. government-sponsored agencies

    10,121       59       (2

)

    10,178  

Obligations of states and political subdivisions

    2,142       33       (3

)

    2,172  

Total

  $ 28,315     $ 173     $ (5

)

  $ 28,483  

 

   

Available-for-Sale

 
   

December 31, 2015

 
           

Gross

   

Gross

   

Estimated

 
   

Amortized

   

Unrealized

   

Unrealized

   

Fair

 
   

Cost

   

Gains

   

Losses

   

Value

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Residential

  $ 135,104     $ 998     $ (608

)

  $ 135,494  

Commercial

    45,961       164       (616

)

    45,509  

Obligations of states and political subdivisions

    14,071       931       (4

)

    14,998  

Obligations of U.S. government-sponsored agencies

    1,999             (17

)

    1,982  

Corporate notes

    780                   780  

U.S. Treasury securities

    80                   80  

Total

  $ 197,995     $ 2,093     $ (1,245

)

  $ 198,843  

 

   

Held-to-Maturity

 
   

December 31, 2015

 
   

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Estimated

Fair

Value

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Commercial

  $ 16,321     $ 33     $ (170

)

  $ 16,184  

Obligations of U.S. government-sponsored agencies

    13,766       19       (71

)

    13,714  

Obligations of states and political subdivisions

    2,272       18       (4

)

    2,286  

Total

  $ 32,359     $ 70     $ (245

)

  $ 32,184  

 

The scheduled maturities of investment securities available-for-sale and held-to-maturity as of September 30, 2016 are presented in the following table:

 

   

Available-for-Sale

   

Held-to-Maturity

 
   

Amortized

Cost

   

Estimated

Fair

Value

   

Amortized

Cost

   

Estimated

Fair

Value

 
   

(Dollars in Thousands)

 

Maturing within one year

  $ 2,007     $ 2,016     $

    $

 

Maturing after one to five years

    5,400       5,501       2,064       2,109  

Maturing after five to ten years

    75,845       77,084       7,215       7,247  

Maturing after ten years

    96,018       96,650       19,036      

19,127

 

Total

  $ 179,270     $ 181,251     $ 28,315     $ 28,483  

 

For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the weighted-average contractual maturities of underlying collateral. The mortgage-backed securities generally mature earlier than their weighted-average contractual maturities because of principal prepayments.

 

11

 

 

The following table reflects gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of September 30, 2016 and December 31, 2015.

 

   

Available-for-Sale

 
   

September 30, 2016

 
   

Less than 12 Months

   

12 Months or More

 
   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Residential

  $ 7,855     $ (15

)

  $ 1,954     $ (23

)

Commercial

    28,829       (82

)

    11,498       (302

)

U.S. Treasury securities

   

80

     

 

   

     

 

Total

  $ 36,764     $ (97

)

  $ 13,452     $ (325

)

 

   

Held-to-Maturity

 
   

September 30, 2016

 
   

Less than 12 Months

   

12 Months or More

 
   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                   

 

     

 

 
Commercial   $ 1,948     $

    $

    $

 

Obligations of U.S. government-sponsored agencies

    1,397       (2 )    

     

 

Obligations of states and political subdivisions

    563       (3

)

   

     

 

Total

  $ 3,908     $ (5

)

  $

    $

 

 

   

Available-for-Sale

 
   

December 31, 2015

 
   

Less than 12 Months

   

12 Months or More

 
   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Residential

  $ 83,403     $ (458

)

  $ 9,061     $ (150

)

Commercial

    24,337       (272

)

    8,918       (344

)

Obligations of U.S. government-sponsored agencies

    1,982       (17

)

           

Corporate notes

    779                    

Obligations of states and political subdivisions

    707       (4

)

           

Total

  $ 111,208     $ (751

)

  $ 17,979     $ (494

)

 

   

Held-to-Maturity

 
   

December 31, 2015

 
   

Less than 12 Months

   

12 Months or More

 
   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

 
   

(Dollars in Thousands)

 

Mortgage-backed securities:

                               

Commercial

  $ 14,143     $ (170

)

  $     $  

Obligations of U.S. government-sponsored agencies

    11,163       (44

)

    1,560       (27

)

Obligations of states and political subdivisions

    572       (4

)

           

Total

  $ 25,878     $ (218

)

  $ 1,560     $ (27

)

 

Management evaluates securities for other-than-temporary impairment no less frequently than quarterly, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (i) the length of time and the extent to which fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) whether the Company intends to sell securities and (iv) whether it is more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases.

 

12

 

 

As of September 30, 2016, 12 debt securities had been in a loss position for more than 12 months, and 29 debt securities had been in a loss position for less than 12 months. As of December 31, 2015, 13 debt securities had been in a loss position for more than 12 months, and 102 debt securities had been in a loss position for less than 12 months. As of both September 30, 2016 and December 31, 2015, the losses for all securities were considered to be a direct result of the effect that the prevailing interest rate environment had on the value of debt securities and were not related to the creditworthiness of the issuers. Further, the Company has the current intent and ability to retain its investments in the issuers for a period of time that management believes to be sufficient to allow for any anticipated recovery in fair value. Therefore, the Company did not recognize any other-than-temporary impairments as of September 30, 2016 and December 31, 2015.

 

Investment securities available-for-sale with a carrying value of $83.3 million and $61.3 million as of September 30, 2016 and December 31, 2015, respectively, were pledged to secure public deposits and for other purposes.

 

Gains realized on sales of securities available-for-sale were approximately $0.6 million for the nine months ended September 30, 2016 and $0.4 million for the nine months ended September 30, 2015. There were no losses on sales of securities during the nine months ended September 30, 2016 or the year ended December 31, 2015.

 

6.

LOANS AND ALLOWANCE FOR LOAN LOSSES

 

Portfolio Segments

 

The Company has divided the loan portfolio into eight portfolio segments, each with different risk characteristics described as follows:

 

Construction, land development and other land loans – Commercial construction, land and land development loans include loans for the development of residential housing projects, loans for the development of commercial and industrial use property and loans for the purchase and improvement of raw land. These loans are secured in whole or in part by the underlying real estate collateral and are generally guaranteed by the principals of the borrowing entity.

 

Secured by 1-4 family residential properties – These loans include conventional mortgage loans on one-to-four family residential properties. These properties may serve as the borrower’s primary residence, vacation home or investment property. Also included in this portfolio are home equity loans and lines of credit. This type of lending, which is secured by a first or second mortgage on the borrower’s residence, allows customers to borrow against the equity in their home.

 

Secured by multi-family residential properties – This portfolio segment includes mortgage loans secured by apartment buildings.

 

Secured by non-farm, non-residential properties – This portfolio segment includes real estate loans secured by commercial and industrial properties, office or mixed-use facilities, strip shopping centers or other commercial property. These loans are generally guaranteed by the principals of the borrowing entity.

 

Other real estate loans – Other real estate loans are loans primarily for agricultural production, secured by mortgages on farmland.

 

Commercial and industrial loans – This portfolio segment includes loans to commercial customers for use in the normal course of business. These credits may be loans and lines of credit to financially strong borrowers, secured by inventories, equipment or receivables, and are generally guaranteed by the principals of the borrowing entity.

 

Consumer loans – This portfolio segment includes a variety of secured and unsecured personal loans, including automobile loans, loans for household and personal purposes and all other direct consumer installment loans.

 

Other loans – Other loans include credit cards, overdrawn checking accounts reclassified to loans and overdraft lines of credit.

 

13

 

 

As of September 30, 2016 and December 31, 2015, the composition of the loan portfolio by reporting segment and portfolio segment was as follows:

 

   

September 30, 2016

 
   

FUSB

   

ALC

   

Total

 
   

(Dollars in Thousands)

 

Real estate loans:

                       

Construction, land development and other land loans

  $ 24,610     $

    $ 24,610  

Secured by 1-4 family residential properties

    32,559       14,462       47,021  

Secured by multi-family residential properties

    16,801      

      16,801  

Secured by non-farm, non-residential properties

    97,859      

      97,859  

Other

    185      

      185  

Commercial and industrial loans

    54,459      

      54,459  

Consumer loans

    6,289       80,915       87,204  

Other loans

    46      

      46  

Total loans

    232,808       95,377       328,185  

Less: Unearned interest, fees and deferred cost

    191       7,205       7,396  

Allowance for loan losses

    1,216       2,452       3,668  

Net loans

  $ 231,401     $ 85,720     $ 317,121  

 

   

December 31, 2015

 
   

FUSB

   

ALC

   

Total

 
   

(Dollars in Thousands)

 

Real estate loans:

                       

Construction, land development and other land loans

  $ 11,827     $     $ 11,827  

Secured by 1-4 family residential properties

    30,730       17,233       47,963  

Secured by multi-family residential properties

    11,845             11,845  

Secured by non-farm, non-residential properties

    83,883             83,883  

Other

    115             115  

Commercial and industrial loans

    29,377             29,377  

Consumer loans

    7,057       76,131       83,188  

Other loans

    379             379  

Total loans

    175,213       93,364       268,577  

Less: Unearned interest, fees and deferred cost

    149       9,215       9,364  

Allowance for loan losses

    1,329       2,452       3,781  

Net loans

  $ 173,735     $ 81,697     $ 255,432  

 

Although the Company has a diversified loan portfolio, 56.8% and 58.0% of the portfolio was concentrated in loans secured by real estate located primarily within a single geographic region of the United States as of September 30, 2016 and December 31, 2015, respectively. As of September 30, 2016, loans with variable interest rate payment terms totaled $89.1 million of the Bank’s loan portfolio, while loans with fixed interest rate payment terms totaled $143.7 million of the portfolio. As of December 31, 2015, variable rate loans totaled $55.3 million of the Bank’s portfolio, while fixed rate loans totaled $119.6 million. At ALC, all loans are originated under fixed interest rate payment terms. 

 

Related Party Loans

 

In the ordinary course of business, the Bank makes loans to certain officers and directors of the Company, including companies with which they are associated. These loans are made on the same terms as those prevailing for comparable transactions with non-related parties. Management believes that such loans do not represent more than a normal risk of collectability, nor do they present other unfavorable features. The aggregate balances of such related party loans and commitments as of September 30, 2016 and December 31, 2015 were $2.8 million and $2.9 million, respectively. During the nine months ended September 30, 2016, there was one new loan to a related party, and repayments by active related parties were $0.1 million. During the year ended December 31, 2015, there were no new loans to related parties, and repayments by active related parties were $0.2 million.

 

14

 

 

Allowance for Loan Losses

 

The following tables present changes in the allowance for loan losses by loan portfolio segment and loan type as of September 30, 2016 and December 31, 2015. While no portion of the allowance is in any way restricted to any individual loan or group of loans and the entire allowance is available to absorb losses from any and all loans, these tables represent management's allocation of the allowance for loan losses to specific loan categories as of the dates indicated.

 

   

FUSB

 
   

Nine Months Ended September 30, 2016

 
   

Commercial

& Industrial

   

Commercial

Real Estate

   

Consumer

   

Residential

Real Estate

   

Other

   

Total

 
   

(Dollars in Thousands)

 

Allowance for loan losses:

                                               

Beginning balance

  $ 133     $ 1,118     $ 27     $ 37     $ 14     $ 1,329  

Charge-offs

   

(1

)    

(40

)

    (30

)

    (10

)

   

      (81

)

Recoveries

    28      

234

      40       16      

      318  

Provision

    (31

)

    (378

)

    (26

)

    64

 

    21       (350

)

Ending balance

    129       934       11       107       35       1,216  

Ending balance individually evaluated for impairment

   

      413      

      5      

      418  

Ending balance collectively evaluated for impairment

  $ 129     $ 521     $ 11     $ 102     $ 35     $ 798  

Loan receivables:

                                               

Ending balance

    54,459       139,455       6,289       32,559       46       232,808  

Ending balance individually evaluated for impairment

   

      2,107      

     

     

      2,107  

Ending balance collectively evaluated for impairment

  $ 54,459     $ 137,348     $ 6,289     $ 32,559     $ 46     $ 230,701  

 

   

ALC

 
   

Nine Months Ended September 30, 2016

 
   

Commercial

& Industrial

   

Commercial

Real Estate

   

Consumer

   

Residential

Real Estate

   

Other

   

Total

 
   

(Dollars in Thousands)

 

Allowance for loan losses:

                                               

Beginning balance

  $

    $

    $ 2,201     $ 251     $

    $ 2,452  

Charge-offs

   

     

      (2,218

)

    (49

)

   

      (2,267

)

Recoveries

   

     

      500       34      

      534  

Provision

   

     

      1,808       (75 )    

      1,733  

Ending balance

   

     

      2,291       161      

      2,452  

Ending balance individually evaluated for impairment

   

     

     

     

     

     

 

Ending balance collectively evaluated for impairment

  $

    $

    $ 2,291     $ 161     $

    $ 2,452  

Loan receivables:

                                               

Ending balance

   

     

      80,915       14,462      

      95,377  

Ending balance individually evaluated for impairment

   

     

     

     

     

     

 

Ending balance collectively evaluated for impairment

  $

    $

    $ 80,915     $ 14,462     $

    $ 95,377  

 

15

 

 

   

FUSB and ALC

 
   

Nine Months Ended September 30, 2016

 
   

Commercial

& Industrial

   

Commercial

Real Estate

   

Consumer

   

Residential

Real Estate

   

Other

   

Total

 
   

(Dollars in Thousands)

 

Allowance for loan losses:

                                               

Beginning balance

  $ 133     $ 1,118     $ 2,228     $ 288     $ 14     $ 3,781  

Charge-offs

   

(1

)    

(40

)

    (2,248

)

    (59

)

   

      (2,348

)

Recoveries

    28      

234

      540       50      

      852  

Provision

    (31

)

    (378

)

    1,782       (11 )     21       1,383

 

Ending balance

    129       934       2,302       268       35       3,668  

Ending balance individually evaluated for impairment

   

      413      

      5      

      418  

Ending balance collectively evaluated for impairment

  $ 129     $ 521     $ 2,302     $ 263     $ 35     $ 3,250  

Loan receivables:

                                               

Ending balance

    54,459       139,455       87,204       47,021       46       328,185  

Ending balance individually evaluated for impairment

   

      2,107      

     

     

      2,107  

Ending balance collectively evaluated for impairment

  $ 54,459     $ 137,348     $ 87,204     $ 47,021     $ 46     $ 326,078  

 

   

FUSB

 
   

Year Ended December 31, 2015

 
   

Commercial

& Industrial

   

Commercial

Real Estate

   

Consumer

   

Residential

Real Estate

   

Other

   

Total

 
   

(Dollars in Thousands)

 

Allowance for loan losses:

                                               

Beginning balance

  $ 141     $ 2,810     $ 114     $ 421     $     $ 3,486  

Charge-offs

          (767

)

    (17

)

    (68

)

          (852

)

Recoveries

    61       12       70       111             254  

Provision

    (69

)

    (937

)

    (139

)

    (428

)

    14       (1,559

)

Ending balance

    133       1,118       28       36       14       1,329  

Ending balance individually evaluated for impairment

    80       230                         310  

Ending balance collectively evaluated for impairment

  $ 53     $ 888     $ 28     $ 36     $ 14     $ 1,019  

Loan receivables:

                                               

Ending balance

    29,377       107,670       7,057       30,730       379       175,213  

Ending balance individually evaluated for impairment

    444       2,018             252             2,714  

Ending balance collectively evaluated for impairment

  $ 28,933     $ 105,652     $ 7,057     $ 30,478     $ 379     $ 172,499  

 

16

 

 

   

ALC

 
   

Year Ended December 31, 2015

 
   

Commercial

& Industrial

   

Commercial

Real Estate

   

Consumer

   

Residential

Real Estate

   

Other

   

Total

 
   

(Dollars in Thousands)

 

Allowance for loan losses:

                                               

Beginning balance

  $     $     $ 2,336     $ 346     $     $ 2,682  

Charge-offs

                (2,552

)

    (187

)

          (2,739

)

Recoveries

                712       22             734  

Provision

                1,706       69             1,775  

Ending balance

                2,202       250             2,452  

Ending balance individually evaluated for impairment

                                   

Ending balance collectively evaluated for impairment

  $     $     $ 2,202     $ 250     $     $ 2,452  

Loan receivables:

                                               

Ending balance

                76,131       17,233             93,364  

Ending balance individually evaluated for impairment

                                   

Ending balance collectively evaluated for impairment

  $     $     $ 76,131     $ 17,233     $     $ 93,364  

 

   

FUSB and ALC

 
   

Year Ended December 31, 2015

 
   

Commercial

& Industrial

   

Commercial

Real Estate

   

Consumer

   

Residential

Real Estate

   

Other

   

Total

 
   

(Dollars in Thousands)

 

Allowance for loan losses:

                                               

Beginning balance

  $ 141     $ 2,810     $ 2,450     $ 767     $     $ 6,168  

Charge-offs

          (767

)

    (2,569

)

    (255

)

          (3,591

)

Recoveries

    61       12       782       133             988  

Provision

    (69

)

    (937

)

    1,567       (359

)

    14       216  

Ending balance

    133       1,118       2,230       286       14       3,781  

Ending balance individually evaluated for impairment

    80       230                         310  

Ending balance collectively evaluated for impairment

  $ 53     $ 888     $ 2,230     $ 286     $ 14     $ 3,471  

Loan receivables:

                                               

Ending balance

    29,377       107,670       83,188       47,963       379       268,577  

Ending balance individually evaluated for impairment

    444       2,018             252             2,714  

Ending balance collectively evaluated for impairment

  $ 28,933     $ 105,652     $ 83,188     $ 47,711     $ 379     $ 265,863  

 

Credit Quality

 

The Bank utilizes a credit grading system that provides a uniform framework for establishing and monitoring credit risk in the loan portfolio. Under this system, each loan is graded based on pre-determined risk metrics and categorized into one of nine risk grades. These risk grades can be summarized into categories described as pass, special mention, substandard, doubtful and loss, as described in further detail below.

 

 

Pass (Risk Grades 1-5): Loans in this category include obligations in which the probability of default is considered low.

 

 

Special Mention (Risk Grade 6): Loans in this category exhibit potential credit weaknesses or downward trends deserving Bank management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification. Although a special mention asset has a higher probability of default than pass-rated categories, its default is not imminent.

 

17

 

 

 

Substandard (Risk Grade 7): Loans in this category have defined weaknesses that jeopardize the orderly liquidation of debt. A substandard loan is inadequately protected by the current worth and paying capacity of the obligor or by the collateral pledged, if any. Normal repayment from the borrower is in jeopardy, although no loss of principal is envisioned. There is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified as substandard.

 

 

Doubtful (Risk Grade 8): Loans classified as doubtful have all of the weaknesses found in substandard loans, with the added characteristic that the weaknesses make collection of debt in full, based on currently existing facts, conditions and values, highly questionable or improbable. Serious problems exist such that partial loss of principal is likely; however, because of certain important, reasonably specific pending factors that may work to strengthen the assets, the loans’ classification as estimated losses is deferred until a more exact status may be determined. Such pending factors may include proposed merger, acquisition or liquidation procedures, capital injection, perfection of liens on additional collateral and refinancing plans. Loans classified as doubtful may include loans to borrowers that have demonstrated a history of failing to live up to agreements.

 

 

Loss (Risk Grade 9): Loans are classified in this category when borrowers are deemed incapable of repayment of unsecured debt. Loans to such borrowers are considered uncollectable and of such little value that continuance as active assets of the Bank is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not prudent to defer writing off these assets, even though partial recovery may be effected in the future.

 

At ALC, because the loan portfolio is more uniform in nature, each loan is categorized into one of two risk grades, depending on whether the loan is considered to be performing or nonperforming. Performing loans are loans that are paying principal and interest in accordance with a contractual agreement. Nonperforming loans are loans that are either not paying as contractually agreed or that have demonstrated characteristics that indicate a probability of loss.

 

The tables below illustrate the carrying amount of loans by credit quality indicator as of September 30, 2016.

 

   

FUSB

 
   

Pass

1-5

   

Special

Mention

6

   

Substandard

7

   

Doubtful

8

   

Total

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                       

Construction, land development and other land loans

  $ 23,075     $

    $ 1,535     $

    $ 24,610  

Secured by 1-4 family residential properties

    31,450       217       892      

      32,559  

Secured by multi-family residential properties

    16,801      

     

     

      16,801  

Secured by non-farm, non-residential properties

    93,344       3,787       728      

      97,859  

Other

    185      

     

     

      185  

Commercial and industrial loans

    53,310       881       268      

      54,459  

Consumer loans

    6,173      

      116      

      6,289  

Other loans

    46      

     

     

      46  

Total

  $ 224,384     $ 4,885     $ 3,539     $

    $ 232,808  

 

   

ALC

 
   

Performing

   

Nonperforming

   

Total

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                       

Secured by 1-4 family residential properties

  $ 14,213     $ 249     $ 14,462  

Consumer loans

    79,664       1,251       80,915  

Total

  $ 93,877     $ 1,500     $ 95,377  

 

18

 

 

The tables below illustrate the carrying amount of loans by credit quality indicator as of December 31, 2015.

 

   

FUSB

 
   

Pass

1-5

   

Special

Mention

6

   

Substandard

7

   

Doubtful

8

   

Total

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                       

Construction, land development and other land loans

  $ 9,862     $     $ 1,965     $     $ 11,827  

Secured by 1-4 family residential properties

    29,252       228       1,250             30,730  

Secured by multi-family residential properties

    11,845                         11,845  

Secured by non-farm, non-residential properties

    78,647       4,315       921             83,883  

Other

    115                         115  

Commercial and industrial loans

    28,170       482       725             29,377  

Consumer loans

    6,905             152             7,057  

Other loans

    379                         379  

Total

  $ 165,175     $ 5,025     $ 5,013     $     $ 175,213  

 

   

ALC

 
   

Performing

   

Nonperforming

   

Total

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                       

Secured by 1-4 family residential properties

  $ 16,964     $ 269     $ 17,233  

Consumer loans

    74,743       1,388       76,131  

Total

  $ 91,707     $ 1,657     $ 93,364  

 

The following tables provide an aging analysis of past due loans by class as of September 30, 2016.

 

   

FUSB

 
   

As of September 30, 2016

 
   

30-59

Days

Past

Due

   

60-89

Days

Past

Due

   

90

Days

Or

Greater

   

Total

Past

Due

   

Current

   

Total

Loans

   

Recorded

Investment

>

90 Days

And

Accruing

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                                       

Construction, land development and other land loans

  $

    $

    $ 86     $ 86     $ 24,524     $ 24,610     $

 

Secured by 1-4 family residential properties

    61       15       208       284       32,275       32,559      

 

Secured by multi-family residential properties

   

     

     

     

      16,801       16,801      

 

Secured by non-farm, non-residential properties

   

     

     

     

      97,859       97,859      

 

Other

   

     

     

     

      185       185      

 

Commercial and industrial loans

    26       17      

      43       54,416       54,459      

 

Consumer loans

    30      

      9       39       6,250       6,289      

 

Other loans

   

     

     

     

      46       46      

 

Total

  $ 117     $ 32     $ 303     $ 452     $ 232,356     $ 232,808     $

 

 

19

 

 

   

ALC

 
   

As of September 30, 2016

 
   

30-59

Days

Past

Due

   

60-89

Days

Past

Due

   

90

Days

Or

Greater

   

Total

Past

Due

   

Current

   

Total

Loans

   

Recorded

Investment

>

90 Days

And

Accruing

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                                       

Construction, land development and other land loans

  $

    $

    $

    $

    $

    $

    $

 

Secured by 1-4 family residential properties

    55       20       244       319       14,143       14,462      

 

Secured by multi-family residential properties

   

     

     

     

     

     

     

 

Secured by non-farm, non-residential properties

   

     

     

     

     

     

     

 

Other

   

     

     

     

     

     

     

 

Commercial and industrial loans

   

     

     

     

     

     

     

 

Consumer loans

    900       504       1,247       2,651       78,264       80,915      

 

Other loans

   

     

     

     

     

     

     

 

Total

  $ 955     $ 524     $ 1,491     $ 2,970     $ 92,407     $ 95,377     $

 

 

The following tables provide an aging analysis of past due loans by class as of December 31, 2015.

 

   

FUSB

 
   

As of December 31, 2015

 
   

30-59

Days

Past

Due

   

60-89

Days

Past

Due

   

90

Days

Or

Greater

   

Total

Past

Due

   

Current

   

Total

Loans

   

Recorded

Investment

>

90 Days

And

Accruing

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                                       

Construction, land development and other land loans

  $

    $     $ 86     $ 86     $ 11,741     $ 11,827     $  

Secured by 1-4 family residential properties

    118       206       360       684       30,046       30,730        

Secured by multi-family residential properties

   

                        11,845       11,845        

Secured by non-farm, non-residential properties

    530             148       678       83,205       83,883        

Other

   

                        115       115        

Commercial and industrial loans

    22       52             74       29,303       29,377        

Consumer loans

    49       4       83       136       6,921       7,057        

Other loans

   

                        379       379        

Total

  $ 719     $ 262     $ 677     $ 1,658     $ 173,555     $ 175,213     $  

 

20

 

 

   

ALC

 
   

As of December 31, 2015

 
   

30-59

Days

Past

Due

   

60-89

Days

Past

Due

   

90

Days

Or

Greater

   

Total

Past

Due

   

Current

   

Total

Loans

   

Recorded Investment

>

90 Days

And

Accruing

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                                       

Construction, land development and other land loans

  $     $     $     $     $     $     $  

Secured by 1-4 family residential properties

    91       206       252       549       16,684       17,233        

Secured by multi-family residential properties

                                         

Secured by non-farm, non-residential properties

                                         

Other

                                         

Commercial and industrial loans

                                         

Consumer loans

    965       567       1,377       2,909       73,222       76,131        

Other loans

                                         

Total

  $ 1,056     $ 773     $ 1,629     $ 3,458     $ 89,906     $ 93,364     $  

 

The following table provides an analysis of non-accruing loans by class as of September 30, 2016 and December 31, 2015.

 

   

Loans on Non-Accrual Status

 
   

September 30,

2016

   

December 31,

2015

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

               

Construction, land development and other land loans

  $ 86     $ 339  

Secured by 1-4 family residential properties

    731       968  

Secured by multi-family residential properties

   

       

Secured by non-farm, non-residential properties

    61       213  

Commercial and industrial loans

   

22

      47  

Consumer loans

    1,366       1,535  

Total loans

  $ 2,266     $ 3,102  

 

Impaired Loans

 

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the related loan agreement. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the liquidation of the collateral. All loans of $0.5 million or more that have a credit quality risk grade of seven or above are identified for impairment analysis. Impaired loans, or portions thereof, are charged off when deemed uncollectable.

 

21

 

 

As of September 30, 2016, the carrying amount of impaired loans consisted of the following:

 

   

September 30, 2016

 

Impaired loans with no related allowance recorded

 

Carrying

Amount

   

Unpaid

Principal

Balance

   

Related

Allowances

 
   

(Dollars in Thousands)

 

Loans secured by real estate

                       

Construction, land development and other land loans

  $

    $

    $

 

Secured by 1-4 family residential properties

   

     

     

 

Secured by multi-family residential properties

   

     

     

 

Secured by non-farm, non-residential properties

   

     

     

 

Commercial and industrial

   

     

     

 

Total loans with no related allowance recorded

  $

    $

    $

 
                         

Impaired loans with an allowance recorded

                       

Loans secured by real estate

                       

Construction, land development and other land loans

  $ 1,361     $ 1,361     $ 305  

Secured by 1-4 family residential properties

    195       195       5  

Secured by multi-family residential properties

   

     

     

 

Secured by non-farm, non-residential properties

    551       551       108  

Commercial and industrial

   

     

     

 

Total loans with an allowance recorded

  $ 2,107     $ 2,107     $ 418  
                         

Total impaired loans

                       

Loans secured by real estate

                       

Construction, land development and other land loans

  $ 1,361     $ 1,361     $ 305  

Secured by 1-4 family residential properties

    195       195       5  

Secured by multi-family residential properties

   

     

     

 

Secured by non-farm, non-residential properties

    551       551       108  

Commercial and industrial

   

     

     

 

Total impaired loans

  $ 2,107     $ 2,107     $ 418  

 

22

 

 

As of December 31, 2015, the carrying amount of impaired loans consisted of the following:  

 

   

December 31, 2015

 

Impaired loans with no related allowance recorded

 

Carrying

Amount

   

Unpaid

Principal

Balance

   

Related

Allowances

 
   

(Dollars in Thousands)

 

Loans secured by real estate

                       

Construction, land development and other land loans

  $     $     $  

Secured by 1-4 family residential properties

    54       54        

Secured by multi-family residential properties

                 

Secured by non-farm, non-residential properties

                 

Commercial and industrial

                 

Total loans with no related allowance recorded

  $ 54     $ 54     $  
                         

Impaired loans with an allowance recorded

                       

Loans secured by real estate

                       

Construction, land development and other land loans

  $ 1,445     $ 1,445     $ 95  

Secured by 1-4 family residential properties

    198       198       5  

Secured by multi-family residential properties

                 

Secured by non-farm, non-residential properties

    573       573       130  

Commercial and industrial

    444       444       80  

Total loans with an allowance recorded

  $ 2,660     $ 2,660     $ 310  
                         

Total impaired loans

                       

Loans secured by real estate

                       

Construction, land development and other land loans

  $ 1,445     $ 1,445     $ 95  

Secured by 1-4 family residential properties

    252       252       5  

Secured by multi-family residential properties

                 

Secured by non-farm, non-residential properties

    573       573       130  

Commercial and industrial

    444       444       80  

Total impaired loans

  $ 2,714     $ 2,714     $ 310  

 

The average net investment in impaired loans and interest income recognized and received on impaired loans during the nine months ended September 30, 2016 and the year ended December 31, 2015 were as follows:

 

   

September 30, 2016

 
   

Average

Recorded

Investment

   

Interest

Income

Recognized

   

Interest

Income

Received

 
   

(Dollars in Thousands)

 

Loans secured by real estate

                       

Construction, land development and other land loans

  $ 1,388     $ 32     $ 32  

Secured by 1-4 family residential properties

    245       10       11  

Secured by multi-family residential properties

   

     

     

 

Secured by non-farm, non-residential properties

    559       25       24  

Commercial and industrial

   

     

     

 

Total

  $ 2,192     $ 67     $ 67  

 

23

 

 

   

December 31, 2015

 
   

Average

Recorded

Investment

   

Interest

Income

Recognized

   

Interest

Income

Received

 
   

(Dollars in Thousands)

 

Loans secured by real estate

                       

Construction, land development and other land loans

  $ 1,493     $ 44     $ 46  

Secured by 1-4 family residential properties

    139       14       14  

Secured by multi-family residential properties

    1,892              

Secured by non-farm, non-residential properties

    3,329       35       36  

Commercial and industrial

    264       26       26  

Total

  $ 7,117     $ 119     $ 122  

 

Loans on which the accrual of interest has been discontinued amounted to $2.3 million and $3.1 million as of September 30, 2016 and December 31, 2015, respectively. If interest on those loans had been accrued, there would have been $30 thousand and $0.1 million of interest accrued for the nine-month period ended September 30, 2016 and year ended December 31, 2015, respectively. Interest income related to these loans for the nine-month period ended September 30, 2016 and for the year ended December 31, 2015 was $4 thousand and $0.3 million, respectively.

 

Troubled Debt Restructurings

 

Troubled debt restructurings include loans with respect to which concessions have been granted to borrowers that generally would not have otherwise been considered had the borrowers not been experiencing financial difficulty. The concessions may include payment schedule modifications, interest rate reductions, maturity date extensions, modifications of note structure, principal balance reductions or some combination of these concessions. Restructured loans may involve loans remaining on non-accrual, moving to non-accrual or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Non-accrual restructured loans are included with all other non-accrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings. Generally, restructured loans remain on non-accrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on non-accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, then the loan remains on non-accrual. As of September 30, 2016 and December 31, 2015, respectively, the Company had $0.2 million and $1.5 million of non-accruing loans that were previously restructured and that remained on non-accrual status. For the nine months ended September 30, 2016, the Company had $287 thousand in restructured loans that were restored to accrual status based on a sustained period of repayment performance. For the year ended December 31, 2015, the Company had no restructured loans that were restored to accrual status based on a sustained period of repayment performance.

 

The following table provides the number of loans remaining in each loan category, as of September 30, 2016 and December 31, 2015, that the Bank had previously modified in a troubled debt restructuring, as well as the pre- and post-modification principal balance as of each date.

 

   

September 30, 2016

   

December 31, 2015

 
   

Number

of

Loans

   

Pre-

Modification

Outstanding

Principal

Balance

   

Post-

Modification

Principal

Balance

   

Number

of

Loans

   

Pre-

Modification

Outstanding

Principal

Balance

   

Post-

Modification

Principal

Balance

 
   

(Dollars in Thousands)

 

Loans secured by real estate:

                                               

Construction, land development and other land loans

    2     $ 1,960     $ 1,341       3     $ 2,220     $ 1,698  

Secured by 1-4 family residential properties

    4       335       257       4       200       103  

Secured by non-farm, non-residential properties

    2       113       44       2       113       52  

Commercial loans

    2       116       90       2       116       94  

Total

    10     $ 2,524     $ 1,732       11     $ 2,649     $ 1,947  

 

24

 

 

Restructured loan modifications primarily included maturity date extensions and payment schedule modifications. There were no modifications to principal balances of the loans that were restructured. Accordingly, there was no impact on the Company’s allowance for loan losses resulting from the modifications. None of the loans that were previously modified in a troubled debt restructuring as of September 30, 2016 and December 31, 2015 have defaulted subsequent to modification.

 

All loans with a principal balance of $0.5 million or more that have been modified in a troubled debt restructuring are considered impaired and evaluated individually for impairment. The nature and extent of impairment of restructured loans, including those that have experienced a subsequent payment default, are considered in the determination of an appropriate level of allowance for loan losses. This evaluation resulted in an allowance for loan losses attributable to such restructured loans of $5 thousand and $1 thousand as of September 30, 2016 and December 31, 2015, respectively.

 

 

7.

OTHER REAL ESTATE OWNED

 

Other real estate and certain other assets acquired in foreclosure are reported at the lower of the investment in the loan or the fair value of the property, less estimated costs to sell. The following table summarizes foreclosed property activity as of the nine months ended September 30, 2016 and 2015:

 

   

September 30, 2016

 
   

FUSB

   

ALC

   

Total

 
   

(Dollars in Thousands)

 

Beginning balance

  $ 5,327     $ 711     $ 6,038  

Transfers from loans 

    255       149       404  

Sales proceeds

    (655

)

    (259

)

    (914

)

Gross gains

   

      27       27  
Gross losses     (40 )     (73 )     (113 )

Net gains (losses)

    (40

)

    (46

)

    (86

)

Impairment

   

 

    (51

)

    (51

)

Ending balance

  $ 4,887     $ 504     $ 5,391  

 

   

September 30, 2015

 
   

FUSB

   

ALC

   

Total

 
   

(Dollars in Thousands)

 

Beginning balance

  $ 6,997     $ 738     $ 7,735  

Transfers from loans

    1,439       263       1,702  

Sales proceeds

    (2,225

)

    (144

)

    (2,369

)

Gross gains

    4      

      4  

Gross losses

    (210

)

    (73

)

    (283

)

Net gains (losses)

    (206

)

    (73

)

    (279

)

Impairment

    (44 )     (89

)

    (133

)

Ending balance

  $ 5,961     $ 695     $ 6,656  

 

Valuation adjustments are recorded in other non-interest expense and are primarily post-foreclosure write-downs that are a result of continued declining property values based on updated appraisals or other indications of value, such as offers to purchase. Fair value less estimated cost to sell of foreclosed residential real estate held by the Company was $1.1 million and $1.5 million as of September 30, 2016 and 2015, respectively. In addition, the Company held $0.1 and $0.2 million in consumer mortgage loans collateralized by residential real estate that were in the process of foreclosure as of September 30, 2016 and December 31, 2015, respectively.

 

25

 

 

8.

INVESTMENT IN LIMITED PARTNERSHIP

 

The Company holds investments in affordable housing projects for which it provides funding as a limited partner and has received tax credits related to its investments in the projects based on its partnership share. The net assets of the partnership consist primarily of apartment complexes, and the primary liabilities consist of those associated with the operation of the partnership. The Company has determined that this structure requires evaluation as a VIE under Accounting Standards Codification (“ASC”) Topic 810, Consolidation. The Company consolidates one fund in which it has a 99.9% limited partnership interest. Assets recorded by the Company as a result of the consolidation were less than $0.1 million as of both September 30, 2016 and December 31, 2015.

 

9.

SHORT-TERM BORROWINGS

 

Short-term borrowings consist of federal funds purchased, securities sold under repurchase agreements and short-term Federal Home Loan Bank (“FHLB”) advances. Short-term borrowings totaled $5.4 million and $7.4 million as of September 30, 2016 and December 31, 2015, respectively.

 

Federal funds purchased, which represent unsecured lines of credit that generally mature within one to four days, are available to the Company through arrangements with correspondent banks and the Federal Reserve. As of both September 30, 2016 and December 31, 2015, there were no federal funds purchased outstanding, and the Company had $18.8 million in available unused lines of credit with correspondent banks and the Federal Reserve.

 

Securities sold under repurchase agreements, which are secured borrowings, generally are reflected at the amount of cash received in connection with the transaction. The Company may be required to provide additional collateral based on the fair value of the underlying securities. The Company monitors the fair value of the underlying securities on a daily basis. Securities sold under repurchase agreements as of September 30, 2016 and December 31, 2015 totaled $0.3 million and $0.4 million, respectively.

 

Short-term FHLB advances are secured borrowings available to the Company as an alternative funding source. The Company had $5.0 million in outstanding FHLB advances with a maturity date of less than six months as of September 30, 2016. As of December 31, 2015, the Company had $7.0 million in outstanding FHLB advances with a maturity date of less than six months.

 

10.

LONG-TERM DEBT

 

The Company uses FHLB advances as an alternative to funding sources with similar maturities, such as certificates of deposit or other deposit programs. These advances often offer more attractive rates than other mid- and long-term financing options. They are also flexible, allowing the Company to quickly obtain the necessary maturities and rates that best suit its overall asset/liability strategy. The Company had long-term FHLB advances outstanding of $15.0 million and $5.0 million as of September 30, 2016 and December 31, 2015, respectively. Long-term FHLB advances with remaining terms to maturity of less than 12 months were $5.0 million as of September 30, 2016. There were no long-term FHLB advances with remaining terms to maturity of less than 12 months as of December 31, 2015.

 

Pledged assets associated with FHLB advances totaled $21.1 million and $14.0 million as of September 30, 2016 and December 31, 2015, respectively. As of September 30, 2016 and December 31, 2015, the Company had $160.4 million and $152.5 million, respectively, in remaining credit from the FHLB (subject to available collateral).

 

11.

INCOME TAXES

 

The provision for income taxes was $0.4 million and $0.9 million for the nine-month periods ended September 30, 2016 and 2015, respectively. The Company’s effective tax rate was 23.4% and 28.8%, respectively, for the same periods. The effective tax rate is impacted by recurring permanent differences, such as those associated with bank-owned life insurance and tax-exempt investments and loan income.

 

26

 

 

The Company had a net deferred tax asset of $7.1 million and $7.8 million as of September 30, 2016 and December 31, 2015, respectively. The reduction in the net deferred tax asset resulted primarily from reductions in net operating loss carryforwards, as well as the impact of changes in the fair value of securities available-for-sale.

 

12.

DEFERRED COMPENSATION PLANS

 

The Bank has entered into supplemental compensation benefits agreements with certain directors and executive officers.  The measurement of the liability under these agreements includes estimates involving life expectancy, length of time before retirement and the expected returns on the bank-owned life insurance policies used to fund those agreements. Should these estimates prove to be materially wrong, the cost of these agreements could change accordingly. The related deferred compensation obligation to these directors and executive officers included in other liabilities was $3.5 million and $3.6 million as of September 30, 2016 and December 31, 2015, respectively.

 

In addition, non-employee directors may elect to defer payment of all or any portion of their director fees under the Company's Non-Employee Directors’ Deferred Compensation Plan (the “Deferral Plan”). The Deferral Plan, which was ratified by shareholders at the annual meeting held on May 11, 2004, permits non-employee directors to invest their directors’ fees and to receive the adjusted value of the deferred amounts in cash and/or shares of the Company’s common stock. The Company uses shares held as treasury stock to satisfy stock-based obligations. A total of 111,195 shares and 103,571 shares were deferred under the Deferral Plan as of September 30, 2016 and December 31, 2015, respectively. Cash deferrals under the Deferral Plan were less than $0.1 million as of September 30, 2016 and December 31, 2015.

 

13.

STOCK OPTION GRANTS

 

In accordance with the Company’s 2013 Incentive Plan, stock option awards have been granted to certain employees and non-employee directors. The awards were granted with an exercise price equal to the market price of the Company’s common stock on the date of grant and have vesting periods ranging from one to three years, with 10-year contractual terms. The Company expects to use shares held as treasury stock to satisfy share option exercises. Currently, the Company holds a sufficient number of treasury shares to satisfy potential exercises.

 

The Company recognizes the cost of services received in exchange for stock option awards based on the grant date fair value of the award, with compensation expense recognized on a straight-line basis over the award’s vesting period. The fair value of outstanding awards was determined using the Black-Scholes option pricing model based on the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock.

 

    2016     2015  
Risk-free interest rate     1.58 %     1.52 %
Expected term   7.5 years     7.5 years  
Expected stock price volatility     25.25 %     54.04 %
Dividend yield     1.50 %     1.50 %

 

The following table summarizes the Company's stock option activity for the periods presented.

 

   

Nine Months Ended

 
   

September 30, 2016

   

September 30, 2015

 
   

Number of

Shares

   

Average

Exercise

Price

   

Number of

Shares

   

Average

Exercise

Price

 

Options:

                               

Outstanding, beginning of period

    175,550     $ 8.17       83,400     $ 8.09  

Granted

    97,000       8.30       96,150       8.23  

Exercised

   

     

             

Expired

   

     

           

 

Forfeited

   

     

      2,500      

8.09

 

Options outstanding, end of period

    272,550     $ 8.21       177,050     $ 8.16  

Options exercisable, end of period

    175,550     $ 8.17       81,900     $ 8.09  

 

Stock-based compensation expense related to stock options totaled $0.1 million and $0.2 million for the nine-month periods ended September 30, 2016 and 2015, respectively. The aggregate intrinsic value of stock options outstanding (calculated as the amount by which the market value of underlying stock exceeds the exercise price of the option) was $0.4 million as of September 30, 2016 and $0.1 million as of  September 30, 2015.

 

27

 

14.

DERIVATIVE FINANCIAL INSTRUMENTS

 

Derivatives Designated as Hedging Instruments

 

On April 1, 2016, the Bank entered into a forward interest rate swap contract on a variable rate FHLB advance (indexed to three-month LIBOR) with a total notional amount of $10.0 million. The interest rate swap contract was designated as a derivative instrument in a cash flow hedge under ASC Topic 815, Derivatives and Hedging, with the objective of protecting the quarterly interest rate payments on the FHLB advance from the risk of variability of those payments resulting from changes in the three-month LIBOR interest rate throughout the seven-year period beginning on April 5, 2016 and ending on April 5, 2023. Under the swap arrangement, which became effective on April 5, 2016, the Bank will pay a fixed interest rate of 1.46% and receive a variable interest rate based on three-month LIBOR on the total notional amount of $10.0 million, with quarterly net settlements.

 

No ineffectiveness related to the interest rate swap designated as a cash flow hedge was recognized in the consolidated statements of operations for the three- and nine-month periods ended September 30, 2016. The accumulated net after-tax loss related to the effective cash flow hedge included in accumulated other comprehensive income totaled $82 thousand as of September 30, 2016. Amounts reported in accumulated other comprehensive income related to this derivative are reclassified to other interest expense as interest payments are made on the Bank's variable rate FHLB advance.

 

Derivatives Not Designated as Hedging Instruments

 

In 2014, the Bank entered into three separate interest rate cap agreements to mitigate risks associated with increases in interest rates on an aggregate notional amount of $40 million. The interest rate caps qualify as derivatives but were not designated as hedging instruments. Accordingly, changes in the fair value of the instruments are included in results of operations. Under the three agreements, the Bank paid an up-front premium totaling approximately $126 thousand in return for the ability to receive cash flows if interest rates rise above a strike rate indexed to three-month LIBOR. The agreements have contractual terms that mature at various dates in 2017. As of September 30, 2016, the strike rate had not been achieved on any of the three agreements, and accordingly, the Bank has received no cash flows associated with the agreements. Since the inception of the agreements, on a quarterly basis, the Bank has recorded the current fair value of the derivatives within other assets on the Bank’s consolidated balance sheet, with changes in the fair value included in interest expense on the Bank’s consolidated statements of operations. As of September 30, 2016, the fair value of each of the three derivative agreements was zero. During the nine months ended September 30, 2016, approximately $3 thousand was recognized as interest expense associated with the agreements.

 

15.

SEGMENT REPORTING

 

Under ASC Topic 280, Segment Reporting, certain information is disclosed for the two reportable operating segments of the Company, FUSB and ALC. The reportable segments were determined using the internal management reporting system. These segments comprise the Company’s and FUSB’s significant subsidiaries. The accounting policies for each segment are the same as those described in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2015. The segment results include certain overhead allocations and intercompany transactions that were recorded at current market prices. All intercompany transactions have been eliminated to determine the consolidated balances. The results for the two reportable segments of the Company are included in the tables below.

 

                   

All

                 
   

FUSB

   

ALC

   

Other

   

Eliminations

   

Consolidated

 
   

(Dollars in Thousands)

 

For the three months ended September 30, 2016:

                                       

Net interest income

  $ 3,917     $ 3,253     $ 3     $

    $ 7,173  

Provision (reduction in reserve) for loan losses

    100       580      

     

      680  

Total non-interest income

    1,159       316       973       (881 )     1,567  

Total non-interest expense

    4,636       2,403       474       (165 )     7,348  

Income (loss) before income taxes

    340       586       502       (716 )     712  

Provision for income taxes

    52       196       (86 )    

      162  

Net income (loss)

  $ 288     $ 390     $ 588     $ (716 )   $ 550  

Other significant items:

                                       

Total assets

  $ 602,123     $ 89,347     $ 84,291     $ (175,454 )   $ 600,307  

Total investment securities

    209,486      

      80      

      209,566  

Total loans, net

    308,423       85,720      

      (77,022 )     317,121  

Investment in subsidiaries

    5      

      78,737       (78,737 )     5  

Fixed asset additions

   

960

     

16

     

     

     

976

 

Depreciation and amortization expense

   

193

     

54

     

     

     

247

 

Total interest income from external customers

    3,415       4,345      

     

      7,760  

Total interest income from affiliates

    1,092      

      3       (1,095 )    

 
                                         

For the nine months ended September 30, 2016:

                                       

Net interest income

  $ 11,199     $ 9,544     $ 8     $

    $ 20,751  

Provision (reduction in reserve) for loan losses

    (350 )     1,733      

     

      1,383  

Total non-interest income

    3,002       909       2,481       (2,356 )     4,036  

Total non-interest expense

    13,435       7,306       1,373       (445 )     21,669  

Income (loss) before income taxes

    1,116       1,414       1,116       (1,911 )     1,735  

Provision for income taxes

    224       484       (302 )    

      406  

Net income (loss)

  $ 892     $ 930     $ 1,418     $ (1,911 )   $ 1,329  

Other significant items:

                                       

Fixed asset additions

    4,521       33      

     

      4,554  

Depreciation and amortization expense

    564       162      

     

      726  

Total interest income from external customers

    9,750       12,684      

     

      22,434  

Total interest income from affiliates

    3,140      

      8       (3,148 )    

 

 

 

28

 
                   

All

                 
   

FUSB

   

ALC

   

Other

   

Eliminations

   

Consolidated

 
   

(Dollars in Thousands)

 

For the three months ended September 30, 2015:

                                       

Net interest income

  $ 3,598     $ 3,166     $ 3     $

    $ 6,767  

Provision (reduction in reserve) for loan losses

    (400

)

    322      

     

      (78 )

Total non-interest income

    755       234       847       (840

)

    996  

Total non-interest expense

    4,443       2,430       360       (143

)

    7,090  

Income before income taxes

    310       648       490       (697

)

    751  

Provision for income taxes

    43       236       (72

)

   

      207  

Net income

  $ 267     $ 412     $ 562     $ (697

)

  $ 544  

Other significant items:

                                       

Total assets

  $ 550,341     $ 85,066     $ 82,167     $ (169,037

)

  $ 548,537  

Total investment securities

    238,929      

      80      

      239,009  

Total loans, net

    229,721       80,779      

      (72,785

)

    237,715  

Investment in subsidiaries

    5      

      76,883       (76,883

)

    5  

Fixed asset additions

    1,250       2      

     

      1,252  

Depreciation and amortization expense

    151       61      

     

      212  

Total interest income from external customers

    3,162       4,166      

     

      7,328  

Total interest income from affiliates

    1,000      

      3       (1,003

)

   

 
                                         

For the nine months ended September 30, 2015:

                                       

Net interest income

  $ 11,433     $ 9,203     $ 8     $

    $ 20,644  

Provision (reduction in reserve) for loan losses

    (1,370 )     1,171      

     

      (199 )

Total non-interest income

    2,766       689       3,053       (3,153 )     3,355  

Total non-interest expense

    13,110       7,400       1,103       (439 )     21,174  

Income before income taxes

    2,459       1,321       1,958       (2,714 )     3,024  

Provision for income taxes

    678       475       (283 )    

      870  

Net income

  $ 1,781     $ 846     $ 2,241     $ (2,714 )   $ 2,154  

Other significant items:

                                       

Fixed asset additions

  $ 2,860     $ 251     $

    $

    $ 3,111  

Depreciation and amortization expense

    459       181      

     

      640  

Total interest income from external customers

    10,379       12,004       1      

      22,384  

Total interest income from affiliates

    2,801      

      7       (2,808 )    

 

 

29

 

 

16.

GUARANTEES, COMMITMENTS AND CONTINGENCIES

 

The Bank’s exposure to credit loss in the event of nonperformance by the other party for commitments to make loans and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making these commitments as it does for on-balance sheet instruments. For interest rate swap transactions and commitments to purchase or sell securities for forward delivery, the contract or notional amounts do not represent exposure to credit loss. The Bank controls the credit risk of these derivative instruments through credit approvals, limits and monitoring procedures. Certain derivative contracts have credit risk for the carrying value plus the amount to replace such contracts in the event of counterparty default. All of the Bank’s financial instruments are held for risk management and not for trading purposes. During the nine-month periods ended September 30, 2016 and 2015, respectively, there were no credit losses associated with derivative contracts.

 

In the normal course of business, there are outstanding commitments and contingent liabilities, such as commitments to extend credit, letters of credit and others that are not included in the consolidated financial statements. The financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the financial statements. A summary of these commitments and contingent liabilities is presented below:

 

   

September 30,

2016

   

December 31,

2015

 
   

(Dollars in Thousands)

 

Standby letters of credit

  $ 183     $ 683  

Commitments to extend credit

  $ 41,950     $ 61,427  

 

Standby letters of credit are contingent commitments issued by the Bank generally to guarantee the performance of a customer to a third party. The Bank has recourse against the customer for any amount that it is required to pay to a third party under a standby letter of credit. Revenues are recognized over the lives of the standby letters of credit. As of September 30, 2016 and December 31, 2015, the potential amount of future payments that the Bank could be required to make under its standby letters of credit, which represent the Bank’s total credit risk in this category, is included in the table above.

 

A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon the extension of credit, is based on management’s credit evaluation of the counterparty. Collateral varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

 

Commitments to purchase securities for delayed delivery require the Bank to purchase a specified security at a specified price for delivery on a specified date. Similarly, commitments to sell securities for delayed delivery require the Bank to sell a specified security at a specified price for delivery on a specified date. Market risk arises from potential movements in security values and interest rates between the commitment and delivery dates. As of both September 30, 2016 and December 31, 2015, there were no outstanding commitments to purchase securities for delayed delivery and no outstanding commitments to sell securities for delayed delivery.

 

During the third quarter of 2016, the Bank entered into an agreement with a general contractor to manage construction of an office complex on a parcel of land located in the Birmingham, Alabama area that was purchased by the Bank during the first quarter of 2016. The office complex, which is expected to be approximately 40,000 square feet in size, will house a retail branch of the Bank, as well as the Bank’s commercial lending team in the Birmingham area and certain other officers of the Bank. Approximately 25% of the square footage of the office complex will be utilized by the Bank, with the remainder to be leased to commercial tenants. Construction began on the office complex during the third quarter and is expected to be completed during 2017. As of September 30, 2016, $0.5 million in cost had been incurred under the agreement, with estimated remaining commitments totaling $8.6 million. Additional expenses could be incurred under the agreement based on changes to building specifications at the discretion of the Bank and the occurrence of certain events specified in the contract. In addition to the agreement with the general contractor, the Bank estimates additional expenditures of approximately $4.0 million will be incurred for completion of office finishes, tenant improvements, furniture and fixtures, architectural fees and certain other developmental costs. As costs associated with the construction are incurred, they are recorded in premises and equipment as construction in process. Upon completion of construction and placement of the office complex into service, depreciation expense associated with the office complex is currently estimated to be approximately $0.4 million annually.

 

Litigation

 

The Company is a party to certain ordinary course litigation, and the Company intends to vigorously defend itself in all such litigation. In the opinion of the Company, based on review and consultation with legal counsel, the outcome of such ordinary course litigation should not have a material adverse effect on the Company’s consolidated financial statements or results of operations.

 

30

 

 

17.

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The assumptions used in the estimation of the fair value of the Company’s financial instruments are detailed below. The following disclosures should not be considered a surrogate of the liquidation value of the Company, but rather represent a good-faith estimate of the increase or decrease in value of financial instruments held by the Company since purchase, origination or issuance.

 

Fair Value Hierarchy

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. In determining fair value, the Company uses various methods, including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk generally and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

 

 

Level 1 — Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange or Nasdaq. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

 

 

Level 2 — Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

 

 

Level 3 — Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

 

The Company rarely transfers assets and liabilities measured at fair value between Level 1 and Level 2 measurements. Trading account assets and securities available-for-sale may be periodically transferred to or from Level 3 valuation based on management’s conclusion regarding the best method of pricing for an individual security. Such transfers are accounted for as if they occurred at the beginning of a reporting period. There were no such transfers during the nine months ended September 30, 2016 or the year ended December 31, 2015.

 

Fair Value Measurements on a Recurring Basis

 

Securities Available-for-Sale

 

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include exchange-traded equities. Level 2 securities include U.S. Treasury and agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset-backed and other securities. Level 2 fair values are obtained from quoted prices of securities with similar characteristics. In certain cases, where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

 

Interest Rate Derivative Agreements

 

Interest rate derivative agreements are used by the Company to mitigate risk associated with changes in interest rates. The fair value of these agreements is based on information obtained from third-party financial institutions. This information is periodically evaluated by the Company and, as necessary, corroborated against other third-party valuations. The Company classifies these derivative assets within Level 2 of the valuation hierarchy.

 

31

 

 

The following table presents assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015. 

 

   

Fair Value Measurements as of September 30, 2016 Using

 
   

Totals

At

September 30,

2016

   

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

   

Significant

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
   

(Dollars in Thousands)

 

Investment securities, available-for-sale

                               

Mortgage-backed securities:

                               

Residential

  $ 98,341     $

    $ 98,341     $

 

Commercial

    69,326      

      69,326      

 

Obligations of states and political subdivisions

    10,735      

      10,735      

 

Obligations of U.S. government-sponsored agencies

    2,006      

      2,006      

 

Corporate notes

    763      

      763      

 
U.S. Treasury securities     80      

      80      

 

Other liabilities - derivatives

    (130 )    

      (130 )    

 

 

 

   

Fair Value Measurements as of December 31, 2015 Using

 
   

Totals

At

December 31,

2015

   

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

   

Significant

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
   

(Dollars in Thousands)

 

Investment securities, available-for-sale

                               

Mortgage-backed securities:

                               

Residential

  $ 135,494     $     $ 135,494     $  

Commercial

    45,509             45,509        

Obligations of states and political subdivisions

    14,998             14,998        

Obligations of U.S. government-sponsored agencies

    1,982             1,982        

Corporate notes

    780      

      780      

 

U.S. Treasury securities

    80             80        

Other assets - derivatives

    3             3        

 

Fair Value Measurements on a Non-recurring Basis

 

Impaired Loans

 

Loans that are considered impaired are loans for which, based on current information and events, it is probable that the Company will be unable to collect all principal and interest payments due under the contractual terms of the loan agreement. Impaired loans can be measured based on the present value of expected payments using the loan’s original effective rate as the discount rate, the loan’s observable market price or the fair value of the collateral less estimated selling cost if the loan is collateral-dependent. For the Company, the fair value of impaired loans is primarily measured based on the value of the collateral securing the loans (typically real estate). The Company determines the fair value of the collateral based on independent appraisals performed by qualified licensed appraisers. The appraisals may include a single valuation approach or a combination of approaches, including comparable sales and income approaches. Appraised values are discounted for estimated costs to sell and may be discounted further based on management’s knowledge of the collateral, changes in market conditions since the most recent appraisal and/or management’s knowledge of the borrower and the borrower’s business. Such discounts by management are subjective and are typically significant unobservable inputs for determining fair value. Impaired loans are evaluated by management for additional impairment at least quarterly and are adjusted accordingly.

 

32

 

 

OREO

 

OREO consists of properties obtained through foreclosure or in satisfaction of loans and is recorded at the lower of the loan’s carrying amount or the fair value of the property, less estimated cost to sell. Estimates of fair value are generally based on third-party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes discounted based on management’s knowledge of the property and/or changes in market conditions from the date of the most recent appraisal. Such discounts are typically unobservable inputs for determining fair value.

 

Other Assets

 

Included within other assets are certain assets that were formerly included as premises and equipment, but have been removed from service, and as of the balance sheet date, were designated as assets to be disposed of by sale. These include assets associated with branches of the Bank that have been closed. When an asset is designated as held for sale, the Company ceases depreciation of the asset, and the asset is recorded at the lower of its carrying amount or fair value less estimated cost to sell. Estimates of fair value are generally based on third-party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes discounted based on management’s knowledge of the property and/or changes in market conditions from the date of the most recent appraisal. Such discounts are typically unobservable inputs for determining fair value.

 

The following table presents the balances of impaired loans, OREO, and other assets measured at fair value on a non-recurring basis as of September 30, 2016 and December 31, 2015.

 

   

Fair Value Measurements as of September 30, 2016 Using

 
   

Totals

At

September 30,

2016

   

Quoted

Prices in

Active

Markets For

Identical

Assets

(Level 1)

   

Significant

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
   

(Dollars in Thousands)

 

Impaired loans

  $ 1,690     $

    $

    $ 1,690  
OREO     5,391                       5,391  

Other assets 

    73      

     

      73  

 

 

   

Fair Value Measurements as of December 31, 2015 Using

 
   

Totals

At

December 31,

2015

   

Quoted

Prices in

Active

Markets For Identical

Assets

(Level 1)

   

Significant

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
   

(Dollars in Thousands)

 

Impaired loans

  $ 2,350     $     $     $ 2,350  

OREO

    6,038                   6,038  

 

33

 

 

Non-recurring Fair Value Measurements Using Significant Unobservable Inputs

 

The following table presents information regarding assets and liabilities measured at fair value using significant unobservable inputs (Level 3) as of September 30, 2016. The table includes the valuation techniques and the significant unobservable inputs utilized. The range of each unobservable input and the weighted average within the range utilized as of September 30, 2016 are both included. Following the table is a description of the valuation technique and the sensitivity of the technique to changes in the significant unobservable input.

 

 

 

Level 3 Significant Unobservable Input Assumptions

 

 

Fair Value

September 30,

2016

 

 

Valuation Technique

 

Unobservable Input

 

Quantitative Range

of Unobservable

Inputs

(Weighted

Average)

 

 

(Dollars in Thousands)

Non-recurring fair value measurements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

1,690

 

 

Multiple data points, including discount to appraised value of collateral based on recent market activity

 

Appraisal comparability adjustment (discount)

 

9% - 10%

(9.5%)

 

 

 

 

 

 

 

 

 

 

 

OREO   $ 5,391    

Discount to appraised value of property based on recent market activity for sales of similar properties

 

Appraisal comparability adjustment (discount)

 

9% - 10%

(9.5%)

                     

Other assets 

 

$

73

 

 

Discount to appraised value of property based on recent market activity for sales of similar properties

 

Appraisal comparability adjustment (discount)

 

9% - 10%

(9.5%)

 

Impaired Loans

 

Impaired loans are valued based on multiple data points indicating the fair value for each loan. The primary data point is the appraisal value of the underlying collateral, to which a discount is applied. Management establishes this discount or comparability adjustment based on recent sales of similar property types. As liquidity in the market increases or decreases, the comparability adjustment and the resulting asset valuation are impacted.

 

OREO

 

OREO under a binding contract for sale is valued based on contract price. If no sales contract is pending for a specific property, management establishes a comparability adjustment to the appraised value based on historical activity, considering proceeds for properties sold versus the corresponding appraised value. Increases or decreases in realization for properties sold impact the comparability adjustment for similar assets remaining on the balance sheet.

 

Other Assets

 

Assets designated as held for sale that are under binding contract are valued based on contract price. If no sales contract is pending for a specific property, management establishes a comparability adjustment to the appraised value based on historical activity, considering proceeds for properties sold versus the corresponding appraised value. Increases or decreases in realization for properties sold impact the comparability adjustment for similar assets remaining on the balance sheet.

 

Fair Value of Financial Instruments

 

ASC Topic 825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practicable to estimate that value. The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

 

Cash, due from banks and federal funds sold: The carrying amount of cash, due from banks and federal funds sold approximates fair value.

 

Federal Home Loan Bank stock: Based on the redemption provision of the FHLB, the stock has no quoted market value and is carried at cost.

 

Investment securities: Fair values of investment securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on market prices of comparable instruments.

 

Derivative instruments: The fair value of derivative instruments is based on information obtained from a third-party financial institution. This information is periodically evaluated by the Company and, as necessary, corroborated against other third-party information.

 

Accrued interest receivable and payable: The carrying amount of accrued interest approximates fair value.

 

34

 

 

Loans, net: For variable-rate loans, fair values are based on carrying values. Fixed-rate commercial loans, other installment loans and certain real estate mortgage loans are valued using discounted cash flows. The discount rate used to determine the present value of these loans is based on interest rates currently being charged by the Company on loans that are comparable as to credit risk and term.

 

Demand and savings deposits: The fair values of demand deposits are equal to the carrying value of such deposits. Demand deposits include non-interest-bearing demand deposits, savings accounts, NOW accounts and money market demand accounts.

 

Time deposits: The fair values of relatively short-term time deposits are equal to their carrying values. Discounted cash flows are used to value long-term time deposits. The discount rate used is based on interest rates currently being offered by the Company on comparable deposits as to amount and term.

 

Short-term borrowings: These borrowings may consist of federal funds purchased, securities sold under agreements to repurchase and the floating rate borrowings from the FHLB account. Due to the short-term nature of these borrowings, fair values approximate carrying values.

 

Long-term debt: The fair value of this debt is estimated using discounted cash flows based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements as of September 30, 2016 and December 31, 2015.

 

Off-balance sheet instruments: The carrying amount of commitments to extend credit and standby letters of credit approximates fair value. The carrying amount of the off-balance sheet financial instruments is based on fees currently charged to enter into such agreements.

 

The estimated fair value and related carrying or notional amounts, as well as the level within the fair value hierarchy, of the Company’s financial instruments as of September 30, 2016 and December 31, 2015, were as follows:

 

   

September 30, 2016

 
   

Carrying

Amount

   

Estimated

Fair Value

   

Level 1

   

Level 2

   

Level 3

 
   

(Dollars in Thousands)

 

Assets:

                                       

Cash and cash equivalents

  $ 26,093     $ 26,093     $ 26,093     $

    $

 

Investment securities available-for-sale

    181,251       181,251      

      181,251      

 

Investment securities held-to-maturity

    28,315       28,483      

      28,483      

 

Federal Home Loan Bank stock

    1,368       1,368      

     

      1,368  

Loans, net of allowance for loan losses

    317,121       312,042      

     

      312,042  

Liabilities:

                                       

Deposits

    493,828       493,871      

      493,871      

 

Short-term borrowings

    5,337       5,337      

      5,337      

 
Long-term borrowings     15,000       14,992      

      14,992      

 

Other liabilities - derivatives

    130       130      

      130      

 

 

 

   

December 31, 2015

 
   

Carrying

Amount

   

Estimated

Fair Value

   

Level 1

   

Level 2

   

Level 3

 
   

(Dollars in Thousands)

 

Assets:

                                       

Cash and cash equivalents

  $ 44,072     $ 44,072     $ 44,072     $     $  

Investment securities available-for-sale

    198,843       198,843             198,843        

Investment securities held-to-maturity

    32,359       32,184             32,184        

Federal Home Loan Bank stock

    1,025       1,025      

            1,025  

Loans, net of allowance for loan losses

    255,432       256,392                   256,392  

Other assets – derivatives

    3       3             3        

Liabilities:

                                       

Deposits

    479,258       478,833             478,833        

Short-term borrowings

    7,354       7,352             7,352        

Long-term borrowings

    5,000       4,977             4,977        

 

35

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

DESCRIPTION OF THE COMPANY’S BUSINESS

 

First US Bancshares, Inc. ("Bancshares") (formerly known as United Security Bancshares, Inc.), a Delaware corporation, is a bank holding company with its principal offices in Thomasville, Alabama. Bancshares operates one commercial banking subsidiary, First US Bank (the “Bank” or “FUSB”). As of September 30, 2016, in addition to a loan production office in Jefferson County, Alabama, that opened in April 2016, the Bank operated and served its customers through eighteen banking offices located in Bucksville, Butler, Calera, Centreville, Coffeeville, Columbiana, Fulton, Gilbertown, Grove Hill, Harpersville, Jackson, Thomasville, Tuscaloosa and Woodstock, Alabama. On July 29, 2016, the Bank's Brent office was permanently closed.

 

The Bank owns all of the stock of Acceptance Loan Company, Inc., an Alabama corporation (“ALC”). ALC is a finance company organized for the purpose of making and purchasing consumer loans. ALC’s principal office is located in Mobile, Alabama. The Bank is the funding source for ALC. As of September 30, 2016, in addition to its principal office, ALC operated twenty-one finance company offices located in Alabama and southeast Mississippi.

 

The Bank provides a wide range of commercial banking services to small- and medium-sized businesses, property managers, business executives, professionals and other individuals, while ALC’s business is focused on consumer lending.

 

FUSB Reinsurance, Inc., an Arizona corporation and a wholly owned subsidiary of the Bank (“FUSB Reinsurance”), reinsures or “underwrites” credit life and credit accident and health insurance policies sold to the Bank’s and ALC’s consumer loan customers. FUSB Reinsurance is responsible for the first level of risk on these policies up to a specified maximum amount, and a primary third-party insurer retains the remaining risk. The third-party insurer is also responsible for performing most of the administrative functions of FUSB Reinsurance on a contract basis.

 

Delivery of the best possible financial services to customers remains an overall operational focus of Bancshares and its subsidiaries (collectively, the “Company”). We recognize that attention to detail and responsiveness to customers’ desires are critical to customer satisfaction. The Company continues to upgrade technology, both in its financial services and in the training of its 269 full-time equivalent employees, to ensure customer satisfaction and convenience.

 

The preparation of the Company’s consolidated financial statements requires management to make subjective judgments associated with estimates. These estimates are necessary to comply with accounting principles generally accepted in the United States of America and general banking practices. These estimates include accounting for the allowance for loan losses, other real estate owned, valuation of deferred tax assets and fair value measurements. A description of these estimates, which significantly affect the determination of consolidated financial position, results of operations and cash flows, is set forth in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2015.

 

The emphasis of this discussion is a comparison of assets, liabilities and shareholders’ equity as of September 30, 2016 to December 31, 2015, while comparing income and expense for the three- and nine-month periods ended September 30, 2016 and 2015.

 

All yields and ratios presented and discussed herein are recorded and presented on the accrual basis and not on the tax-equivalent basis, unless otherwise indicated.

 

This information should be read in conjunction with the Company’s unaudited consolidated financial statements and related notes appearing elsewhere in this report and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" appearing in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2015.

 

EXECUTIVE OVERVIEW

 

The Company earned net income of $550 thousand, or $0.09 per diluted common share, during the three months ended September 30, 2016, compared to $544 thousand, or $0.09 per diluted common share, during the corresponding three-month period of 2015. Pre-provision net interest income was $7.2 million during the third quarter of 2016, compared to $6.8 million during the third quarter of 2015, an increase of $0.4 million. Non-interest income increased by $0.6 million comparing the third quarter of 2016 to the third quarter of 2015, resulting from increases in gains on the sale of investment securities, credit insurance income and other ancillary revenue sources. The increases in net interest income and non-interest income were offset by increases in the provision for loan losses of $0.8 million and non-interest expense of $0.3 million. The growth in both net interest income and the provision for loan losses was driven by increased average loan balances at both the Bank and ALC, while the increase in non-interest expense resulted from increases in salaries and employee benefits, and to a lesser extent occupancy and equipment costs. The provision for income taxes was reduced by approximately $0.1 million comparing the two quarters.

 

For the nine months ended September 30, 2016, net income totaled $1.3 million, or $0.21 per diluted common share, compared to $2.2 million, or $0.34 per diluted common share, for the corresponding period of 2015. The decrease resulted primarily from significantly higher loan loss provisioning in the first nine months of 2016 due to substantial loan growth during the period. For the nine months ended September 30, 2016, the provision for loan losses totaled $1.4 million, compared to a negative provision (reduction in reserve) for loan losses of $0.2 million for the nine months ended September 30, 2015, a net increase of $1.6 million. In addition, non-interest expense increased by $0.5 million during the nine months ended September 30, 2016 compared to the same period of 2015. The increases in the provision for loan losses and non-interest expense were partially offset by increases in non-interest income of $0.7 million and reductions in the provision for income taxes of $0.5 million.

 

Additional discussion of significant financial results for the first nine months of 2016 are included below.

 

36

 

 

 

 

Net loans increased $61.7 million, an increase of 23.4% from December 31, 2015, or 32.2% on an annualized basis. Of the total growth, $57.7 million was attributable to the Bank’s portfolio (which is primarily commercial in nature), while $4.0 million was attributable to growth in ALC’s consumer loan portfolio. Of the Bank’s total loan growth during the nine-month period, $25.1 million represented commercial and industrial (C&I) loans, $14.0 million represented real estate loans secured by non-farm, non-residential collateral, $12.8 million represented construction real estate loans, and $6.8 million represented residential real estate arrangements. These increases were partially offset by approximately $1.0 million in net reductions in other loan categories. The growth in the Bank’s portfolio is indicative of management’s ongoing efforts to broaden the Bank’s commercial loan portfolio with a diversified mix of real estate and C&I loans. Approximately 51% of the Bank’s new loan growth during 2016 was in variable rate lending arrangements, while 49% was at fixed rates. As of September 30, 2016, the Bank’s fixed rate loans totaled $143.7 million, while variable rate loans totaled $89.1 million.

 

The loan growth at ALC was comprised of $9.7 million in growth in point-of-sale consumer lending with prominent retail partners, partially offset by reductions of $2.7 million and $3.0 million in ALC’s real estate and traditional consumer lending portfolios, respectively. Point-of-sale retail lending continues to be a primary focus of ALC management, as it broadens the diversification of ALC’s portfolio with consumer loans that are generally of higher credit quality than traditional consumer loans.

 

 

Due to the growth in loan demand, management redeployed certain investment assets to the loan portfolio. As a result, the investment securities portfolio (including both available-for-sale and held-to-maturity securities) decreased to $209.6 million as of September 30, 2016, compared to $231.2 million as of December 31, 2015. Reductions in the investment securities portfolio occurred through a combination of scheduled maturities, debtor-initiated calls of securities prior to maturity, and sales of securities from the available-for-sale portfolio initiated by management. Growth in deposits and borrowings also contributed to the funding side of the Company’s balance sheet. Total deposits increased $14.6 million, while short-term borrowings and long-term debt increased $8.0 million on a net basis, comparing balances as of September 30, 2016 to December 31, 2015.

 

 

Non-performing assets decreased $1.5 million from levels as of December 31, 2015, to $7.7 million as of September 30, 2016. Non-performing assets as a percentage of total assets were reduced to 1.28% as of September 30, 2016, compared to 1.59% as of December 31, 2015 and 1.98% as of September 30, 2015. Of the total decrease during the first nine months of 2016, $0.7 million represented reductions in OREO, while $0.8 million was attributable to reductions in non-accrual loans.

 

 

Pre-provision net interest income increased $0.1 million for the nine months ended September 30, 2016, compared to the same period in 2015, primarily due to loan growth at both the Bank and ALC, partially offset by reduced average yields on loans at both entities. The increase in loan volume was most pronounced at the Bank. The Bank’s average net loans during the nine months ended September 30, 2016 totaled $197.5 million, compared to $170.3 million during the nine months ended September 30, 2015. At ALC, average net loans were $85.5 million during the nine months ended September 30, 2016, compared to $77.3 million for the corresponding period of 2015. Yield on loans declined at both entities as a result of the current sustained low interest rate environment, coupled with management’s continued focus on maintaining established credit standards as the loan portfolio grows. In addition, despite overall growth in interest-bearing deposits and borrowings, the Company was able to reduce interest expense by $57 thousand  comparing the nine months ended September 30, 2016 to the same period of 2015, as a result of the sustained low interest rate environment. Despite reductions in yield on loans at both the Bank and ALC, the reduction in funding costs, as well as the shift in the Company’s earning-asset mix to a higher percentage of loans as compared to lower-yielding investment securities, enabled the Company to maintain net yield on interest-earning assets at a reasonably consistent level. Net yield on interest-earning assets was 5.16% for the nine months ended September 30, 2016, compared to 5.33% during the nine months ended September 30, 2015.

 

 

The provision for loan losses increased $1.6 million comparing the nine months ended September 30, 2016 to the corresponding period of 2015. The increase resulted primarily from the significant growth in loans for the Company, as well as the continued stabilization of credit quality in the Bank’s loan portfolio. Over the past two years, the Bank has experienced substantial improvement in the credit quality of its loan portfolio, as evidenced by declining historical loss rates in the calculation of the allowance for loan losses. This resulted in negative provisions (reductions in reserve) in prior periods, which had a positive impact on the Company’s pre-tax income. As the credit quality of the portfolio continues to stabilize, these reductions in reserve have decreased substantially.

 

 

Non-interest income increased $0.7 million during the nine months ended September 30, 2016 compared to the corresponding period of 2015. The increase was attributable to increased gains on the sale of investment securities at the Bank, credit insurance income earned primarily at ALC and other ancillary revenue sources. These increases were partially offset by reductions in service charges on deposit accounts at the Bank. 

 

 

Non-interest expense increased $0.5 million for the nine months ended September 30, 2016 compared to the corresponding period of 2015 as a result of increased salaries and employee benefits and information technology services, as well as expenses associated with the closure of one of the Bank’s retail branches.  These increases were partially offset by reductions in other real estate/foreclosure expenses.

 

 

The Company continues to maintain excess funding capacity to provide adequate liquidity for loan growth, capital expenditures and ongoing operations. The Company benefits from a strong deposit base, a liquid investment securities portfolio and access to funding from a variety of sources, including federal funds lines, Federal Home Loan Bank (“FHLB”) advances and brokered deposits. Management believes that continued success in loan growth efforts at both the Bank and ALC, combined with continued adherence to established credit underwriting standards, will strengthen both the diversity and credit quality of the Company’s loan portfolio, while improving interest and fee income on loans.

 

37

 

 

RESULTS OF OPERATIONS

 

   

Three Months Ended

          Nine Months Ended  
   

September 30,

   

September30,

     September 30,        September 30,  
   

2016

   

2015

      2016       2015  
   

(Dollars in Thousands)     

 

Interest income

  $ 7,760     $ 7,328     $ 22,434     $  22,384  

Interest expense

    587       561        1,683       1,740  

Net interest income

    7,173       6,767       20,751       20,644  

Provision (reduction in reserve) for loan losses

    680       (78

)

    1,383       (199

Net interest income after provision for loan losses

    6,493       6,845        19,368       20,843  

Non-interest income

    1,567       996       4,036       3,355  

Non-interest expense

    7,348       7,090        21,669       21,174  

Income before income taxes

    712       751        1,735       3,024  

Provision for income taxes

    162       207        406       870  

Net income

  $ 550     $ 544     $ 1,329     $ 2,154  

 

Net Interest Income

 

Net interest income is calculated as the difference between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Fluctuations in interest rates, as well as volume and mix changes in earning assets and interest-bearing liabilities, can materially impact net interest income. The Company’s earning assets are comprised of loans at both the Bank and ALC, as well as taxable and nontaxable investments and federal funds sold by the Bank. Interest-bearing liabilities are comprised of interest-bearing demand deposits and savings and time deposits, as well as short-term borrowings and long-term debt. Net interest income for the Company totaled $20.8 million and $20.6 million for the nine months ended September 30, 2016 and 2015, respectively.

 

38

 

 

The following tables show, for the three and nine months ended September 30, 2016 and September 30, 2015, the average balances of each principal category of assets, liabilities and shareholders’ equity. Additionally, the tables provide an analysis of interest revenue or expense associated with each category, along with the accompanying yield or rate percentage. Net yield is calculated for each period presented as net interest income divided by average total interest-earning assets.

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

September 30, 2016

 

 

September 30, 2015

 

 

 

Average

Balance

 

 

Interest

 

 

Annualized

Yield/

Rate %

 

 

Average

Balance

 

 

Interest

 

 

Annualized

Yield/

Rate %

 

 

 

(Dollars in Thousands)

 

ASSETS

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans – FUSB (Note A)

 

$

223,739

 

 

$

2,428

 

 

 

4.34

%

 

$

159,110

 

 

$

1,994

 

 

 

5.01

%

Loans – ALC (Note A)

 

 

88,783

 

 

 

4,345

 

 

 

19.57

%

 

 

83,072

 

 

 

4,166

 

 

 

20.06

%

Taxable investments

 

 

218,135

 

 

 

869

 

 

 

1.59

%

 

 

250,857

 

 

 

1,022

 

 

 

1.63

%

Non-taxable investments

 

 

11,927

 

 

 

106

 

 

 

3.56

%

 

 

16,845

 

 

 

146

 

 

 

3.47

%

Federal funds sold     8,967       12      

0.54

     

     

     

 

Total interest-earning assets

 

 

551,551

 

 

 

7,760

 

 

 

5.63

%

 

 

509,884

 

 

 

7,328

 

 

 

5.75

%

Non-interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

49,796

 

 

 

 

 

 

 

 

 

 

 

47,463

 

 

 

 

 

 

 

 

 

Total

 

$

601,347

 

 

 

 

 

 

 

 

 

 

$

557,347

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

$

151,365

 

 

$

140

 

 

 

0.37

%

 

$

143,190

 

 

$

150

 

 

 

0.42

%

Savings deposits

 

 

78,415

 

 

 

37

 

 

 

0.19

%

 

 

74,064

 

 

 

34

 

 

 

0.18

%

Time deposits

 

 

182,567

 

 

 

355

 

 

 

0.78

%

 

 

183,263

 

 

 

372

 

 

 

0.81

%

Borrowings

 

 

20,289

 

 

 

55

 

 

 

1.08

%

 

 

3,547

 

 

 

5

 

 

 

0.56

%

Total interest-bearing liabilities

 

 

432,636

 

 

 

587

 

 

 

0.54

%

 

 

404,064

 

 

 

561

 

 

 

0.56

%

Non-interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

82,097

 

 

 

 

 

 

 

 

 

 

 

69,083

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

7,919

 

 

 

 

 

 

 

 

 

 

 

8,192

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

78,695

 

 

 

 

 

 

 

 

 

 

 

76,008

 

 

 

 

 

 

 

 

 

Total

 

$

601,347

 

 

 

 

 

 

 

 

 

 

$

557,347

 

 

 

 

 

 

 

 

 

Net interest income (Note B)

 

 

 

 

 

$

7,173

 

 

 

 

 

 

 

 

 

 

$

6,767

 

 

 

 

 

Net yield on interest-earning assets

 

 

 

 

 

 

 

 

 

 

5.20

%

 

 

 

 

 

 

 

 

 

 

5.31

%

 

 

Note A

 

 

For the purpose of these computations, non-accruing loans are included in the average loan amounts outstanding. At the Bank, these loans averaged $0.9 million and $2.2 million for the three months ended September 30, 2016 and 2015, respectively. At ALC, these loans averaged $1.5 million and $1.6 million for the respective periods presented.

     

Note B

Loan fees are included in the interest amounts presented. At the Bank, loan fees totaled $0.1 million for both the three months ended September 30, 2016 and 2015. At ALC, loan fees totaled $0.7 million and $0.8 million for the respective periods presented.

 

 

 

39

 

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2016

 

 

September 30, 2015

 

 

 

Average

Balance

 

 

Interest

 

 

Annualized

Yield/

Rate %

 

 

Average

Balance

 

 

Interest

 

 

Annualized

Yield/

Rate %

 

 

 

(Dollars in Thousands)

 

ASSETS

 

Interest-earning assets:

                                               

Loans – FUSB (Note A)

 

$

197,460

   

$

6,508

     

4.39

%

 

$

170,268

   

$

6,811

     

5.33

%

Loans – ALC (Note A)

   

85,504

     

12,684

     

19.78

%

   

77,300

     

12,004

     

20.71

%

Taxable investments

   

234,409

     

2,843

     

1.62

%

   

252,613

     

3,126

     

1.65

%

Non-taxable investments

   

14,073

     

382

     

3.62

%

   

16,495

     

443

     

3.58

%

Federal funds sold

   

4,288

     

17

     

0.53

%

   

     

     

 

Total interest-earning assets

   

535,734

     

22,434

     

5.58

%

   

516,676

     

22,384

     

5.78

%

Non-interest-earning assets:

                                               

Other assets

   

49,222

                     

47,485

                 

Total

 

$

584,956

                   

$

564,161

                 

LIABILITIES AND SHAREHOLDERS’ EQUITY

                                               

Interest-bearing liabilities:

                                               

Demand deposits

 

$

149,162

   

$

410

     

0.37

%

 

$

147,681

   

$

438

     

0.40

%

Savings deposits

   

77,411

     

108

     

0.19

%

   

73,300

     

101

     

0.18

%

Time deposits

   

180,949

     

1,050

     

0.77

%

   

185,363

     

1,182

     

0.85

%

Borrowings

   

15,467

     

115

     

0.99

%

   

4,918

     

19

     

0.52

%

Total interest-bearing liabilities

   

422,989

     

1,683

     

0.53

%

   

411,262

     

1,740

     

0.56

%

Non-interest-bearing liabilities:

                                               

Demand deposits

   

76,157

                     

69,064

                 

Other liabilities

   

7,750

                     

7,837

                 

Shareholders’ equity

   

78,060

                     

75,998

                 

Total

 

$

584,956

                   

$

564,161

                 

Net interest income (Note B)

         

$

20,751

                   

$

20,644

         

Net yield on interest-earning assets

                   

5.16

%

                   

5.33

%

 

 

Note A

 

 

For the purpose of these computations, non-accruing loans are included in the average loan amounts outstanding. At the Bank, these loans averaged $1.2 million and $2.5 million for the nine months ended September 30, 2016 and 2015, respectively. At ALC, these loans averaged $1.6 million and $1.7 million for the respective periods presented.

     

Note B

Loan fees are included in the interest amounts presented. At the Bank, loan fees totaled $0.3 million for both the nine months ended September 30, 2016 and 2015. At ALC, loan fees totaled $2.1 million and $2.5 million for the respective periods presented.

 

Net interest income increased $0.4 million and $0.1 million in the three- and nine-month periods ended September 30, 2016, compared to the corresponding periods of 2015. The increases in both periods resulted from increased average loan balances at both the Bank and ALC. The Bank’s average loan balance increased $64.6 million comparing the three months ended September 30, 2016 to the three months ended September 30, 2015. For the nine months ended September 30, 2016 compared to the corresponding period of 2015, the Bank’s average loan balance increased by $27.2 million. The majority of the Bank’s loan growth was in real estate loans secured by non-farm, non-residential collateral, construction real estate, and the commercial and industrial (C&I) portfolio. ALC’s average loan balance increased by $5.7 million for the three months ended September 30, 2016, compared to the same period in 2015. Comparing the nine-month period ended September 30, 2016 to the same period in 2015, ALC’s average loan volume increased $8.2 million. The majority of ALC’s loan growth during both periods was in its point-of-sale consumer lending portfolio.

 

At both the Bank and ALC, the increases in net interest income that resulted from loan growth were partially offset by reductions in yield. Reduced yields resulted from the general interest rate environment, which remained at relatively low levels during the first nine months of 2016, as well as management’s ongoing strategic efforts over the past several years to focus on problem asset resolution and improve the credit quality of the loan portfolio through the tightening of credit standards.

 

The average balance of the Bank’s investment securities portfolio was reduced in both the three- and nine-month periods ended September 30, 2016. These reductions resulted in decreased interest income of $0.2 million and $0.3 million on investment securities for the three- and nine-month periods ended September 30, 2016, respectively, compared to the corresponding periods of 2015. The investment securities portfolio provides an additional source of liquidity and diversification, as well as a resource to enhance interest income. Changes in the investment portfolio result primarily from management’s decisions on the allocation of assets to higher-yielding loan portfolios and non-interest-earning assets.

 

40

 

 

Interest expense remained relatively consistent comparing both the three- and nine-month periods ended September 30, 2016 to the corresponding periods of 2015 despite growth in average balances of interest-bearing liability accounts. Average rates on interest-bearing liabilities were reduced in both the three- and nine-month periods ended September 30, 2016, primarily as a result of changes in the mix of deposits into lower cost demand deposits and away from higher cost time deposits.

 

We expect that continued growth of net loan volumes at both the Bank and ALC with loans of sufficient credit quality will enable management to enhance net interest income; however, in the current interest rate environment, it is expected that the average yield on new loan originations will generally be lower than the yield on loans in the Bank’s existing portfolio. At both the Bank and ALC, management is continuing to focus efforts on new loan origination within the parameters of established credit policy, while also maintaining vigilance in the deployment of strategies to effectively manage risks associated with interest rate fluctuations. Net interest income could experience downward pressure as a result of increased competition for quality loan opportunities, lower reinvestment yields and fewer opportunities to reduce future funding costs.

 

Provision (Reduction in Reserve) for Loan Losses

 

The provision for loan losses is an expense used to establish the allowance for loan losses. Actual loan losses, net of recoveries, are charged directly to the allowance for loan losses. The expense recorded for each reporting period is a reflection of actual net losses experienced during the period and management’s judgment as to the adequacy of the allowance to absorb losses inherent in the portfolio as of the balance sheet date. The Company’s provision for loan losses was $0.7 million and $1.4 million for the three and nine months ended September 30, 2016, respectively, compared to a credit (or reduction in reserve) of $0.1 million and $0.2 million for the three and nine months ended September 30, 2015, respectively.

 

The following table presents the provision (reduction in reserve) for loan losses for the Bank and ALC for the three and nine months ended September 30, 2016 and 2015.

 

   

Three Months Ended

          Nine Months Ended  
   

September 30,

   

September 30,

      September 30,       September 30,  
   

2016

   

2015

      2016       2015  

FUSB

  $ 100

 

  $ (400

)

   $ (350 )    $ (1,370

ALC

    580       322       1,733       1,171  

Total

  $ 680     $ (78

)

   $ 1,383      $  (199

 

The Bank's provision for loan losses totaled $0.1 million for the three months ended September 30, 2016.  A reduction in the reserve for loan losses occurred during all other periods presented. These reductions resulted from improvement in the overall credit quality of the Bank’s loan portfolio, including declining historical loss rates used in the calculation of the allowance for loan losses. As of September 30, 2016, the Bank’s allowance for loan losses as a percentage of loans was 0.52%, compared to 1.22% as of September 30, 2015. For the three months ended September 30, 2016, the Bank experienced net charge-offs of $22 thousand, compared to net charge-offs of $0.1 million during the three months ended September 30, 2015. For the nine months ended September 30, 2016, the Bank experienced net recoveries of $0.2 million, compared to net charge-offs of $0.2 million during the nine months ended September 30, 2015. 

 

At ALC, the provision for loan losses increased by approximately $0.6 million comparing the nine months ended September 30, 2016 to the nine months ended September 30, 2015. The increase resulted from growth in ALC’s loan balances. As of September 30, 2016, ALC’s allowance for loan losses as a percentage of loans was 2.78%, compared to 2.89% as of September 30, 2015. During the three months ended September 30, 2016, net charge-offs at ALC totaled $0.6 million, compared to net charge-offs of $0.5 million during the three months ended September 30, 2015. For the nine months ended September 30, 2016, net charge-offs at ALC totaled $1.7 million, compared to net charge-offs of $1.4 million during the nine months ended September 30, 2015.

 

Based on management's evaluation of the portfolio, we believe that the Company's allowance for loan losses is adequate to absorb losses inherent in the loan portfolio as of September 30, 2016. While we believe that the methodologies and calculations that heve been used in the determination of the allowance are adequate, our conclusions are based on estimates and judgments and are, therefore, approximate and imprecise. Factors beyond our control, such as changes in economic conditions impacting the national economy or the local service areas in which we operate, may negatively and materially affect asset quality and the adequacy of the allowance for loan losses, as well as the resulting provision for loan losses. Furthermore, the reductions in the reserve for loan losses recorded by the Bank in 2016 and prior periods are not expected to continue at any significant level on an ongoing basis.

 

41

 

 

Non-Interest Income

 

Non-interest income represents fees and income derived from sources other than interest-earning assets. The following table presents the major components of non-interest income. Expanded discussion of certain significant non-interest income items and fluctuations is provided below the table.

 

   

Three Months Ended

September 30,

                   

Nine Months Ended

September 30,

                 
   

2016

   

2015

   

$

Change

   

%

Change

    2016     2015    

$

Change

   

%

Change

 
   

(Dollars in Thousands)

            (Dollars in Thousands)          

Service charges and other fees on deposit accounts

  $ 463     $ 465     $ (2 )     (0.4

)%

  $ 1,306     $ 1,391     $ (85 )     (6.1 )%

Credit insurance commissions and fees

    256       150       106       70.7

%

    570       339       231       68.1 %

Bank-owned life insurance

    105       106       (1 )     (0.9

)%

    316       315       1       0.3 %
Net gain on sale and prepayment of investment securities     259      

6

      253       N/M       657      

367

      290       79.0 %

Other income

    483       269       214       79.6

%

    1,187       943       244       25.9 %

Total non-interest income

  $ 1,566     $ 996     $ 570       57.2

%

  $ 4,036     $ 3,355     $ 681       20.3 %

N/M: not meaningful                                                                                                                                                                               

 

Service Charges and Other Fees on Deposit Accounts

 

Service charges and other fees are generated on deposit accounts held at the Bank. Revenues in this category were consistent comparing the three months ended September 30, 2016 to the same period in 2015.  The decrease in this category for the nine months ended September 30, 2016 compared to the corresponding period in 2015 resulted primarily from decreased fees generated from customer overdrafts and non-sufficient funds charges. Revenues from these sources have generally declined in recent years and are generally not expected to increase at a significant rate in the near future.

 

Credit Insurance Commissions and Fees

 

Credit insurance commissions and fees are generated from credit life and credit accident and health insurance policies offered at both the Bank and ALC to consumer loan customers through FUSB Reinsurance. The majority of these sales have historically been generated at ALC. The increase in non-interest income in this category during the three and nine months ended September 30, 2016 compared to the corresponding periods of 2015 resulted primarily from a renewed focus by ALC management on generating these types of sales during the period.  In general, however, revenues from this category of non-interest income have declined in recent years as ALC management has shifted the loan portfolio mix to loans of higher credit quality. This mix-shift has resulted in a larger proportion of borrowers who generally do not have a significant need for credit insurance. Accordingly, income from credit insurance commissions and fees is not expected to increase at a significant rate for the foreseeable future.

 

Bank-owned Life Insurance

 

The Bank utilizes bank-owned life insurance as a tool to offset the cost of certain retirement benefit programs. The income derived from bank-owned life insurance represents the increase in the cash surrender value of the policies (which is generally non-taxable) over the periods presented. The cash surrender value of the policies totaled $14.5 million and $14.3 million as of September 30, 2016 and December 31, 2015, respectively. The insurance policies are adjustable-rate assets with minimum guaranteed rates of interest between 2% and 4%. Accordingly, management does not expect significant fluctuation in the income derived from these assets.

 

Net Gain on Sale and Prepayment of Investment Securities

 

The investment securities portfolio is used by management to provide liquidity, to generate interest income, and for use as collateral for public deposits and wholesale funding. Management reviews the securities in the investment portfolio periodically and, from time to time, may determine that it is appropriate to sell securities that are designated as securities available-for-sale. When this occurs, a gain or loss is recorded as the difference between the fair value of the security on the date of sale and the security’s carrying value. In addition, a gain may be recognized for prepayment penalties earned by the Company when a security is called by the debtor prior to its maturity date. During the nine months ended September 30, 2016, securities with a carrying value of $30.4 million were sold, while securities with a carrying value of $54.7 million were prepaid before maturity. As a result of these transactions, the Company realized net gains on the sale of securities of $0.7 million and $0.3 million during the nine-month periods ended September 30, 2016 and 2015, respectively. No losses were realized on the sale or prepayment of securities in either nine-month period ended September 30, 2016 or 2015. The determination of whether to sell investment securities is made by management based on specific facts and circumstances at a given point in time. Accordingly, no assessment can be made as to the level of gains or losses that could be incurred from sales of investment securities or prepayment penalties in the future.

 

Other Income

 

Other non-interest income includes fee income generated by the Bank for ancillary services, such as letters of credit, ATMs, debit and credit cards, wire transfers and real estate rental. In addition, other non-interest income is generated at ALC for ancillary services including ALC’s auto club membership program, which provides members with emergency roadside assistance, lock and key services and reimbursement for emergency travel expenses. The increase in non-interest income during the three and nine months ended September 30, 2016, compared to the corresponding periods of 2015, resulted from increased sales of ancillary services, primarily auto club membership programs, at ALC, totaling approximately $0.1 million in both periods presented. In addition, the Bank earned approximately $0.2 million in additional non-interest income during the third quarter of 2016 that was associated with the settlement of previously disputed litigation. Given the nature of the types of revenues categorized as other income, there is uncertainty as to the level of revenue that will be derived from these sources in the future.

 

42

 

 

Non-Interest Expense

 

Non-interest expense represents expenses incurred from sources other than interest-bearing liabilities. The following table presents the major components of non-interest expense for the periods indicated. Expanded discussion of certain significant non-interest expense items and fluctuations is provided below the table.

 

   

Three Months Ended

September 30,

                   

Nine Months Ended

September 30,

                 
   

2016

   

2015

   

$

Change

   

%

Change

    2016     2015    

$
Change

    %
Change
 
   

(Dollars in Thousands)

            (Dollars in Thousands)          

Salaries and employee benefits

  $ 4,334     $ 4,106     $ 228       5.6

%

  $ 12,734     $ 12,513     $ 221       1.8 %

Net occupancy and equipment

    830       744       86       11.6

%

    2,381       2,347       34       1.4 %

Other real estate/foreclosure expense:

                                                               

Write-downs, net of gain or loss on sale

    47       102       (55 )     (53.9

)%

    137       413       (276 )     (66.8 )%

Carrying costs

    77       145       (68 )     (46.9

)%

    233       401       (168 )     (41.9 )%

Total other real estate/foreclosure expense

    124       247       (123 )     (49.8

)%

    370       814       (444 )     (54.5 )%

Insurance expense and assessments

    255       261       (6 )     (2.3

)%

    775       798       (23 )     (2.9 )%

Other

    1,805       1,732       73       4.2

%

    5,409       4,702       707       15.0 %

Total non-interest expense

  $ 7,348     $ 7,090     $ 258       3.6

%

  $ 21,669     $ 21,174     $ 495       2.3 %

 

Salaries and Employee Benefits

 

Salaries and employee benefits, the largest category of non-interest expense, totaled $2.9 million at the Bank and $1.4 million at ALC for the third quarter of 2016, compared to $2.7 million at the Bank and $1.4 million at ALC during the third quarter of 2015. For the nine-month period ended September 30, 2016, salaries and benefits expense totaled $8.3 million at the Bank and $4.4 million at ALC, compared to $8.1 million at the Bank and $4.4 million at ALC for the nine months ended September 30, 2015. The expense amounts for the Bank are inclusive of salaries and benefits paid to certain members of management and employees for work performed on behalf of Bancshares, as well as current and deferred fees paid to members of the Bank’s and Bancshares’ Boards of Directors. Management remains committed to providing salaries and benefits packages to employees at competitive levels in order to ensure that we continue to provide quality service to our customers. Accordingly, we expect salaries and employee benefits expense to generally increase commensurate with market-based increases over time.

 

Net Occupancy and Equipment Expense

 

This category of non-interest expense includes expenses associated with depreciation of buildings, equipment and furniture and fixtures, rent of office space, utilities expense and maintenance and repair costs. The majority of the Bank’s office space is owned, while the majority of ALC’s office space is leased. The increase in this category of expense during both the three and nine months ended September 30, 2016 compared to the same periods of 2015 resulted primarily from increases in depreciation and rent expenses. For the nine months ended September 30, 2016, these increases were offset in part by reduced expenses at the Bank associated with changes in service contract arrangements with the Bank's primary core processing vendor. Occupancy and equipment expense is expected to increase over time as the Company depreciates expenditures associated with capital improvements. During the three and nine months ended September 30, 2016, the Company recorded $1.0 million and $4.5 million, respectively, in additions to premises and equipment. The majority of these expenditures were associated with the purchase of land and construction in process related to an office complex being constructed by the Bank in the Birmingham, Alabama metropolitan area. The office complex, for which construction is expected to be completed in 2017, will house a retail branch of the Bank, as well as the Bank’s commercial lending team in Birmingham and certain other officers of the Bank. Approximately 25% of the square footage of the office complex will be utilized by the Bank, with the remainder to be leased to commercial tenants. Based on management’s current estimates, it is expected that placement of the office complex into service will result in approximately $0.4 million in additional depreciation expense annually. Upon full lease-up of the office complex, management expects that the majority of depreciation expense, as well as additional operating costs associated with the complex, would be recovered through lease revenue; however, no assurance can be given regarding the office complex being fully leased by third-party tenants or the timing of such third-party leases.

 

Other Real Estate / Foreclosure Expense

 

Other real estate / foreclosure expense includes both the cost of carrying OREO and write-downs of OREO. Cost of carrying OREO includes property taxes, attorneys’ fees, maintenance costs, security costs and the cost of obtaining independent property appraisals. Write-downs include impairments recorded on existing OREO properties in order to carry the property at the lower of cost or fair value, less estimated cost to sell.

 

Both OREO write-downs and carrying costs decreased during the three and nine months ended September 30, 2016, compared to the corresponding periods of 2015, as a result of continued reduction in the levels of OREO at the Bank and ALC. OREO totaled $4.9 million and $0.5 million at the Bank and ALC, respectively, as of September 30, 2016, compared to $6.0 million and $0.7 million, respectively, as of December 31, 2015, a decrease of $1.3 million for the Company on a consolidated basis.

 

Although management continued to reduce OREO levels during the three- and nine-month periods ended September 30, 2016, there continues to be uncertainty with respect to economic conditions and real estate values in certain of the service areas in which both the Bank and ALC operate. In addition, as the level of OREO is reduced, it becomes more difficult to work out remaining OREO at the same pace as previously experienced. Accordingly, continued reduction of carrying costs cannot be expected with any level of certainty. Furthermore, if the national or local economy weakens, or if real estate values decline further in the Company's primary service areas, then additional write-downs of existing OREO could be required. Additionally, the pace of migration of properties into OREO could increase, resulting in the potential for increased levels of both write-downs and carrying cost.

 

43

 

 

Insurance Expense and Assessments

 

This category of non-interest expense includes the cost of corporate insurance maintained by the Company, as well as FDIC insurance and state banking assessments. The Bank pays assessments to the FDIC based on a prescribed regulatory calculation that factors in average total assets and the Company’s supervisory ratings, as determined by regulatory examinations. Total expense in this category decreased modestly during the three- and nine-month periods ended September 30, 2016 compared to the corresponding periods of 2015. In general, this category of expense is expected to increase over time based on growth in the Company’s balance sheet and expansion of the Company's activities.

 

Other

 

This category includes the costs of professional services (including legal, accounting and auditing), information technology and advertising/marketing fees, as well as costs associated with recording and filing, telephone, postage, stationery and printing, employee training and other miscellaneous expenses.  Approximately $0.5 million of the increase in this category during the nine months ended September 30, 2016, compared to the same period of 2015, was driven by expenses associated with information technology services provided by the Bank’s core processing vendor. In addition, approximately $0.1 million of the increase was associated with the closure of one of the Bank’s branches. The branch closing was undertaken as part of an effort to evaluate the profitability of branches and make adjustments that will positively impact the Company’s cost structure over time, while maintaining the Bank's ability to effectively serve its customer base. Management currently anticipates additional branch closures to occur during the fourth quarter of 2016.  The remaining portion of increased expenses for the nine months ended September 30, 2016, as well as for the third quarter of 2016 compared to the third quarter of 2015, resulted primarily from losses on the sale of fixed assets at ALC.

 

Management will continue to maintain vigilance in the evaluation of all expenses in this category; however, the level of other non-interest expense is generally expected to increase over time as a result of continued focus on technology, training, marketing and business development.

 

Provision for Income Taxes

 

The provision for income taxes was $0.2 million for both of the three-month periods ended September 30, 2016 and 2015. The effective tax rate was 22.8% for the third quarter of 2016, compared to 27.6% for the third quarter of 2015. For the nine months ended September 30, 2016 and 2015, the effective tax rate was 23.4% and 28.8%, respectively. The Company’s effective tax rate is expected to fluctuate based on recurring items, such as changes in tax-exempt interest income earned from bank-qualified municipal bonds and loans and the cash surrender value of bank-owned life insurance. Management makes decisions about whether to invest in tax-exempt instruments on a case-by-case basis after considering a number of factors, including investment return, credit quality and the consistency of such investments with the Company’s overall strategy. The Company’s effective tax rate is expected to fluctuate commensurate with the level of these investments as compared to total pre-tax income.

 

 

BALANCE SHEET ANALYSIS

 

Investment Securities

 

The investment securities portfolio is used by management to provide liquidity, to generate interest income and for use as collateral for public deposits and wholesale funding. Risk and return can be adjusted by altering the duration, composition and/or balance of the portfolio. The expected average life of securities in the investment portfolio was 2.7 years and 2.9 years as of September 30, 2016 and December 31, 2015, respectively.

 

Available-for-sale securities are recorded at estimated fair value, with unrealized gains or losses recognized, net of taxes, in accumulated other comprehensive income, a separate component of shareholders’ equity. As of September 30, 2016, available-for-sale securities totaled $181.3 million, or 86.5% of the total investment portfolio, compared to $198.8 million, or 86.0% of the total investment portfolio, as of December 31, 2015. Available-for-sale securities consisted of residential and commercial mortgage-backed securities, U.S. Treasury securities, obligations of U.S. government-sponsored agencies, obligations of state and political subdivisions and corporate notes.

 

Held-to-maturity securities are recorded at amortized cost and represent securities that the Company both intends and has the ability to hold to maturity. As of September 30, 2016, held-to-maturity securities totaled $28.3 million, or 13.5% of the total investment portfolio, compared to $32.4 million, or 14.0% of the total investment portfolio, as of December 31, 2015. Held-to-maturity securities consisted of commercial mortgage-backed securities, obligations of U.S. government-sponsored agencies and obligations of state and political subdivisions.

 

Due to the growth in loan demand, management redeployed certain investment assets to the loan portfolio. As a result, the investment securities portfolio (including both available-for-sale and held-to-maturity securities) decreased to $209.6 million as of September 30, 2016, compared to $231.2 million as of December 31, 2015. In addition, the Company realized gains on the sale of securities totaling $0.7 million and $0.4 million for the nine-month periods ended September 30, 2016 and 2015, respectively. Sales transactions affecting the Bank’s investment portfolio are directed by asset and liability management activities and strategies. The “pruning” of the portfolio is designed to maintain the strength of the investment portfolio.

 

44

 

 

Loans and Allowance for Loan Losses

 

The tables below summarize loan balances by portfolio segment for both FUSB and ALC at the end of each of the most recent five quarters as of September 30, 2016.

 

   

FUSB

 
    2016     2015  
   

September

30,

   

June

30

   

March

31,

   

December

31,

   

September

30,

 
   

(Dollars in Thousands)

 

Real estate loans:

                                       

Construction, land development and other land loans

  $ 24,610     $ 24,306     $ 18,023     $ 11,827     $ 11,900  

Secured by 1-4 family residential properties

    32,559       33,326       30,623       30,730       32,049  

Secured by multi-family residential properties

    16,801       5,972       11,580       11,845       13,005  

Secured by non-farm, non-residential properties

    97,859       105,541       82,754       83,883       75,840  

Other

    185       190       168       115       116  

Commercial and industrial loans

    54,459       38,160       34,568       29,377       18,796  

Consumer loans

    6,289       6,366       6,614       7,057       6,848  

Other loans

    46       364       407       379       486  

Total loans

  $ 232,808     $ 214,225     $ 184,737     $ 175,213     $ 159,040  

Less unearned interest, fees and deferred cost

    191       192       174       149       164  

Allowance for loan losses

    1,216       1,138       1,068       1,329       1,941  

Net loans

  $ 231,401     $ 212,895     $ 183,495     $ 173,735     $ 156,935  

 

   

ALC

 
    2016     2015  
   

September

30,

   

June

30,

   

March

31,

   

December

31,

   

September

30,

 
   

(Dollars in Thousands)

 

Real estate loans:

                                       

Construction, land development and other land loans

  $

    $     $     $     $  

Secured by 1-4 family residential properties

    14,462       15,430       16,265       17,233       17,993  

Secured by multi-family residential properties

   

                         

Secured by non-farm, non-residential properties

   

                         

Other

   

                         

Commercial and industrial loans

   

                         

Consumer loans

    80,915       80,886       74,669       76,131       74,767  

Other loans

   

                         

Total loans

  $ 95,377     $ 96,316     $ 90,934     $ 93,364     $ 92,760  

Less unearned interest, fees and deferred cost

    7,205       7,857       8,147       9,215       9,576  

Allowance for loan losses

    2,452       2,453       2,307       2,452       2,404  

Net loans

  $ 85,720     $ 86,006     $ 80,480     $ 81,697     $ 80,780  

 

 

 

45

 

 

The tables below summarize changes in the allowance for loan losses and certain asset quality ratios at the end of each of the most recent five quarters as of September 30, 2016 at both FUSB and ALC.

 

   

FUSB

 
    2016     2015  
   

Third

Quarter

   

Second

Quarter

   

First

Quarter

   

Fourth

Quarter

   

Third

Quarter

 
   

(Dollars in Thousands)

 

Balance at beginning of period

  $ 1,138     $ 1,068     $ 1,329     $ 1,941     $ 2,449  

Charge-offs:

                                       

Commercial and industrial

   

(1

)                        

Commercial real estate

   

(40

)

   

 

   

 

    (490

)

    (173

)

Residential real estate

    (3

)

    (7 )    

 

   

     

(27

)

Consumer

    (3

)

    (6

)

    (21

)

    (1

)

    (2

)

Total charge-offs

    (47

)

    (13

)

    (21

)

    (491

)

    (202

)

Recoveries

    25       253       40       68       94  

Net recoveries (charge-offs)

    (22

)

    240

 

    19

 

    (423

)

    (108

)

Provision (reduction in reserve) for loan losses

    100

 

    (170

)

    (280

)

    (189

)

    (400

)

Ending balance

  $ 1,216     $ 1,138     $ 1,068     $ 1,329     $ 1,941  

as a % of loans

    0.52

%

    0.53

%

    0.58

%

    0.76

%

    1.22

%

 

   

ALC

 
    2016     2015  
   

Third

Quarter

   

Second

Quarter

   

First

Quarter

   

Fourth

Quarter

   

Third

Quarter

 
   

(Dollars in Thousands)

 

Balance at beginning of period

  $ 2,453     $ 2,307     $ 2,452     $ 2,404     $ 2,559  

Charge-offs:

                                       

Commercial and industrial

   

                       

 

Commercial real estate

   

                         

Residential real estate

    (28

)

    (16

)

    (5

)

    (14

)

    (30

)

Consumer

    (707

)

    (746

)

    (765

)

    (706

)

    (618

)

Total charge-offs

    (735

)

    (762

)

    (770

)

    (720

)

    (648

)

Recoveries

    154       202       178       164       170  

Net recoveries (charge-offs)

    (581

)

    (560

)

    (592

)

    (556

)

    (478

)

Provision (reduction in reserve) for loan losses

    580       706       447       604       323  

Ending balance

  $ 2,452     $ 2,453     $ 2,307     $ 2,452     $ 2,404  

as a % of loans

    2.78

%

    2.77

%

    2.79

%

    2.91

%

    2.89

%

 

 

46

 

 

Nonperforming Assets

 

Nonperforming assets at the end of the five most recent quarters as of September 30, 2016 were as follows:

 

   

Consolidated

 
    2016     2015  
   

September

30,

   

June

30,

   

March

31,

   

December

31,

   

September

30,

 
   

(Dollars in Thousands)

 

Non-accrual loans

  $ 2,266     $ 2,619     $ 3,277     $ 3,102     $ 4,222  

Other real estate owned

    5,391       5,405       5,356       6,038       6,656  

Total

  $ 7,657     $ 8,024     $ 8,633     $ 9,140     $ 10,878  

Nonperforming assets as a percentage of loans and other real estate

    2.37

%

    2.61

%

    3.17

%

    3.45

%

    4.37

%

Nonperforming assets as a percentage of total assets

    1.28

%

    1.33

%

    1.50

%

    1.59

%

    1.98

%

 

   

FUSB

 
    2016     2015  
   

September

30,

   

June

30,

   

March

31,

   

December

31,

   

September

30,

 
   

(Dollars in Thousands)

 

Non-accrual loans

  $ 766     $ 1,086     $ 1,463     $ 1,445     $ 2,624  

Other real estate owned

    4,887       4,944       4,702       5,327       5,961  

Total

  $ 5,653     $ 6,030     $ 6,165     $ 6,772     $ 8,585  

Nonperforming assets as a percentage of loans and other real estate

    2.38

%

    2.75

%

    3.26

%

    3.75

%

    5.21

%

Nonperforming assets as a percentage of total assets

    0.94

%

    1.00

%

    1.07

%

    1.17

%

    1.56

%

 

   

ALC

 
    2016     2015  
   

September

30,

   

June

30,

   

March

31,

   

December

31,

   

September

30,

 
   

(Dollars in Thousands)

 

Non-accrual loans

  $ 1,500     $ 1,533     $ 1,814     $ 1,657     $ 1,598  

Other real estate owned

    504       461       654       711       695  

Total

  $ 2,004     $ 1,994     $ 2,468     $ 2,368     $ 2,293  

Nonperforming assets as a percentage of loans and other real estate

    2.26

%

    2.24

%

    2.96

%

    2.79

%

    2.73

%

Nonperforming assets as a percentage of total assets

    2.24

%

    2.22

%

    2.93

%

    2.76

%

    2.70

%

 

Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. The concessions generally involve modification of the terms of the loan, such as changes in payment schedule or interest rate, which generally would not otherwise be considered. Restructured loans can involve loans remaining on non-accrual, moving to non-accrual or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Non-accrual restructured loans are included and treated with all other non-accrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings. Generally, restructured loans remain on non-accrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring or significant events that coincide with the restructuring are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to accrual or maintained on non-accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, then the loan remains on non-accrual. The Company had $0.2 million and $1.0 million of non-accruing loans that were restructured and remained on non-accrual status as of September 30, 2016 and 2015, respectively. During the three months ended September 30, 2016, the Company had no restructured loans that were restored to accrual status based on a sustained period of repayment performance. For the three months ended September 30, 2015, the Company had no restructured loans that were restored to accrual status based on a sustained period of repayment performance. 

 

47

 

 

Deposits

 

Total deposits increased by 3.0% to $493.8 million as of September 30, 2016, from $479.3 million as of December 31, 2015. Core deposits, which exclude time deposits of $250 thousand or more, provide for a relatively stable funding source that supports earning assets. Core deposits totaled $463.8 million, or 93.9% of total deposits, as of September 30, 2016, compared to $454.2 million, or 94.8% of total deposits, as of December 31, 2015.

 

Deposits, in particular core deposits, have historically been the Company’s primary source of funding and have enabled the Company to successfully meet both short-term and long-term liquidity needs. Deposit levels fluctuate throughout the year based on certain seasonal trends, as well as specific circumstances impacting deposit customers. Management anticipates that deposits will continue to be the Company’s primary source of funding in the future, and we will continue to monitor deposit levels closely to help ensure an adequate level of funding for the Company’s activities. However, various economic and competitive factors could affect this funding source in the future, including increased competition from other financial institutions in deposit gathering, national and local economic conditions and interest rate policies adopted by the Federal Reserve and other central banks.

 

Other Interest-Bearing Liabilities

 

Other interest-bearing liabilities consist of federal funds purchased, securities sold under agreements to repurchase and FHLB advances. We continue to utilize this category as an alternative source of funds. During the third quarter of 2016, these borrowings represented 2.64% of average interest-bearing liabilities, compared with 0.24% in the third quarter of 2015.

 

Shareholders’ Equity

 

The Company has historically placed great emphasis on maintaining its strong capital base. As of September 30, 2016, shareholders’ equity totaled $78.8 million, or 13.1% of total assets, compared to $77.0 million, or 13.4% of total assets, as of December 31, 2015. Management believes that this level of equity is an indicator of the financial soundness of the Company and the Company’s ability to sustain future growth and profitability. The increase in shareholders’ equity during the period ended September 30, 2016 resulted from continued growth in retained earnings and increases in accumulated other comprehensive income related to changes in the fair value of investment securities available-for-sale. The fair value of the available-for-sale portfolio fluctuates based primarily on changes in interest rates. Accordingly, the net unrealized gains during the third quarter of 2016 are not necessarily indicative of future performance of the portfolio.

 

The Company’s Board of Directors evaluates dividend payments based on the Company’s level of earnings and our desire to maintain a strong capital base, as well as regulatory requirements relating to the payment of dividends. During each of the three-month periods ended September 30, 2016 and 2015, the Company declared dividends of $0.02 per common share, or approximately $0.1 million.

 

As of both September 30, 2016 and December 31, 2015, the Company retained approximately $20.8 million in treasury stock. The Company initiated a share repurchase program in January 2006, under which the Company was authorized to repurchase up to 642,785 shares of common stock before December 31, 2007. In December 2007, and in each year since, the Board of Directors has extended the expiration date of the share repurchase program for an additional year. Currently, the share repurchase program is set to expire on December 31, 2016. There are 242,303 shares available for repurchase under this plan, at management’s discretion. No shares were purchased under this program during the first nine months of 2016 or 2015.

 

As of September 30, 2016 and December 31, 2015, a total of 111,195 and 103,571 shares of stock, respectively, were deferred in connection with the Company's Non-Employee Directors’ Deferred Compensation Plan. The plan permits non-employee directors to invest their directors’ fees and to receive the adjusted value of the deferred amounts in cash and/or shares of common stock. All deferred fees, whether in the form of cash or shares of stock, are reflected as compensation expense in the period earned. The Company classifies all deferred directors' fees allocated to be paid in shares of stock as equity surplus. The Company uses shares of treasury stock to satisfy these obligations when due.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The asset portion of the balance sheet provides liquidity primarily from two sources: (1) principal payments and maturities of loans and (2) maturities and principal payments from the investment portfolio. Other short-term investments, such as federal funds sold, may also provide additional sources of liquidity. Loans maturing or repricing in one year or less totaled $124.7 million as of September 30, 2016 and $97.8 million as of December 31, 2015. Investment securities forecasted to mature or reprice in one year or less are estimated to be $16.0 million as of September 30, 2016.

 

Although the majority of the securities portfolio has a legal final maturity exceeding 10 years, a substantial percentage of the portfolio provides monthly principal and interest payments and consists of securities that are readily marketable and easily convertible into cash on short notice. As of September 30, 2016, the investment securities portfolio had an estimated average life of 2.71 years, and approximately 84.5% of the portfolio (including both available-for-sale and held-to-maturity investments) was expected to be repaid within five years. However, management does not rely solely on the investment portfolio to generate cash flows to fund loans, capital expenditures, dividends, debt repayment and other cash requirements. These activities are also funded by cash flows from loan payments, as well as increases in deposits and short-term borrowings.

 

 

48

 

 

The liability portion of the balance sheet provides liquidity through interest-bearing and non-interest-bearing deposit accounts, which represent the Company’s primary sources of funds. In addition, federal funds purchased, FHLB advances, securities sold under agreements to repurchase and short-term and long-term borrowings are additional sources of available liquidity. Liquidity management involves the continual monitoring of the sources and uses of funds to maintain an acceptable cash position. Long-term liquidity management focuses on considerations related to the total balance sheet structure. The Bank manages the pricing of its deposits to maintain a desired deposit balance. In addition, the Bank invests in short-term interest-earning assets, which provide liquidity to meet lending requirements.

 

As of September 30, 2016 and December 31, 2015, respectively, the Company had $20.0 million and $12.0 million in outstanding borrowings under FHLB advances. The Company had up to $160.4 million and $152.5 million in remaining unused credit from the FHLB (subject to available collateral) as of September 30, 2016 and December 31, 2015, respectively. In addition, the Company had $18.8 million in unused established federal funds lines as of September 30, 2016 and December 31, 2015, respectively.

 

Management is not aware of any condition that currently exists that would have a material adverse effect on the liquidity, capital resources or operation of the Company. However, the Company is a defendant in certain claims and legal actions arising in the ordinary course of business. See Note 16, “Guarantees, Commitments and Contingencies,” in the Notes to the Interim Condensed Consolidated Financial Statements herein for further discussion.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The primary purpose in managing interest rate risk is to invest capital effectively and preserve the value created by our core banking business. This is accomplished through the development and implementation of lending, funding, pricing and hedging strategies designed to maximize net interest income performance under varying interest rate environments, subject to liquidity and interest rate risk guidelines. Effective interest rate sensitivity management ensures that both assets and liabilities respond to changes in interest rates within an acceptable time frame, thereby minimizing the effect of such interest rate movements on short- and long-term net interest margin and net interest income.

 

Financial simulation models are the primary tools used to measure interest rate exposure. Using a wide range of scenarios, management is provided with extensive information on the potential impact on net interest income caused by changes in interest rates. In these simulations, assumptions are made about the direction and volatility of interest rates, the slope of the yield curve and the changing composition of the Company’s balance sheet resulting from both strategic plans and customer behavior. Simulation models also incorporate management’s assumptions regarding such factors as loan and deposit growth, pricing, prepayment speeds and spreads between interest rates.

 

 

 

49

 

 

Measuring Interest Rate Sensitivity

 

Interest rate sensitivity is a function of the repricing characteristics of all of the Company’s portfolio of assets and liabilities. These repricing characteristics are the timeframes during which the interest-earning assets and interest-bearing liabilities are subject to fluctuation based on changes in interest rates, either at replacement or maturity, during the life of the instruments. Measuring interest rate sensitivity is a function of the differences in the volume of assets and the volume of liabilities that are subject to repricing in future time periods. These differences are known as interest sensitivity gaps and are usually calculated for segments of time and on a cumulative basis.

 

The Company measures changes in net interest income and net interest margin on a monthly basis through income simulation over various interest rate shock scenarios, including plus or minus 1%, 2%, 3% and 4% scenarios. Each month, management evaluates how changes in short- and long-term interest rates may impact future profitability, as reflected in the Company’s net interest margin.

 

Also on a monthly basis, management calculates how changes in interest rates would impact the market value of the Company’s assets and liabilities, as well as its long-term profitability. The process is similar to assessing short-term risk but emphasizes and is measured over a five-year period, which allows for a more comprehensive assessment of longer-term repricing and cash flow imbalances that may not be captured by short-term net interest margin simulations. The results of these calculations are representative of long-term interest rate risk, both in terms of changes in the present value of the Company’s assets and liabilities and long-term changes in core profitability.

 

See Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of the Company's Annual Report on Form 10-K as of and for the year ended December 31, 2015 for additional disclosures related to market risk.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Securities Exchange Act of 1934 (the “Exchange Act”) reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

The Company’s management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of September 30, 2016, pursuant to the evaluation of these controls and procedures required by Rule 13a-15 of the Exchange Act. Based on that evaluation, the Company’s management concluded, as of September 30, 2016, that the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed in the Company’s periodic filings with the SEC is recorded, processed, summarized and reported within the time periods specified.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

See Note 16 to Item 1, “Guarantees, Commitments and Contingencies,” for information regarding certain litigation matters relating to the Company.

 

The Company is a party to certain ordinary course litigation, and the Company intends to vigorously defend itself in all such litigation. In the opinion of the Company, based on review and consultation with legal counsel, the outcome of such ordinary course litigation should not have a material adverse effect on the Company’s consolidated financial statements or results of operations.

 

ITEM 1A.

RISK FACTORS

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2015 that could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The following table sets forth purchases made by or on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, of shares of Bancshares’ common stock during the third quarter of 2016.

 

Issuer Purchases of Equity Securities

 

Period

 

Total Number

of Shares

Purchased

   

Average

Price Paid

per Share

   

Total Number of

Shares Purchased as

Part of Publicly

Announced

Programs (1)

   

Maximum Number

of Shares that May Yet Be

Purchased Under

the Programs (1)

 

July 1 – July 31

   

 

 

$

     

      242,303  

August 1 – August 31

   

    $

     

      242,303  

September 1 – September 30

   

    $

     

      242,303  

Total

   

    $

     

      242,303  

 

(1)

On December 16, 2015, the Board of Directors extended the share repurchase program previously approved by the Board on January 19, 2006. Under the repurchase program, the Company is authorized to repurchase up to 642,785 shares of common stock. The expiration date of the extended repurchase program is December 31, 2016. As of September 30, 2016, there were 242,303 shares that may still be purchased under the program.

 

ITEM 6.

EXHIBITS

 

The exhibits listed in the Index to Exhibits below are filed herewith or incorporated herein by reference as noted.

 

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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 US BANCSHARES, INC.

 

DATE: November 9, 2016

 

BY:

 

/s/ Thomas S. Elley

   

Thomas S. Elley

   

Its Vice President, Treasurer and Assistant Secretary, Chief Financial Officer and Principal Accounting Officer (Duly Authorized Officer and Principal Financial Officer)

 

52

 

 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

     

3.1

 

Certificate of Incorporation of United Security Bancshares, Inc., (incorporated herein by reference to Exhibit 3(i) to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 000-14549), filed on November 12, 1999).

     

3.1A

 

Certificate of Amendment to the Certificate of Incorporation of United Security Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 000-14549), filed on October 11, 2016).

     

3.2

 

Bylaws of First US Bancshares, Inc. (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 000-14549), filed on October 11, 2016).

     

31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

     

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

     

32

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     

   101

 

Interactive Data Files for the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.