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Virginia National Bankshares Corp - Quarter Report: 2019 September (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended September 30, 2019

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: 000-55117

 

VIRGINIA NATIONAL BANKSHARES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

Virginia

46-2331578

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

404 People Place

 

Charlottesville, Virginia

22911

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (434) 817-8621

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

VABK

 

OTCQX

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes      No  

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

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes      No  

As of November 6, 2019, the registrant had 2,692,005 shares of common stock, $2.50 par value per share, outstanding.

 

 


VIRGINIA NATIONAL BANKSHARES CORPORATION

 

FORM 10-Q

 

TABLE OF CONTENTS

 

Part I. Financial Information

 

 

Item 1    Financial Statements

 

Page   3

Consolidated Balance Sheets (unaudited)

 

Page   3

Consolidated Statements of Income (unaudited)

 

Page   4

Consolidated Statements of Comprehensive Income (unaudited)

 

Page   5

Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

 

Page   6

Consolidated Statements of Cash Flows (unaudited)

 

Page   7

Notes to Consolidated Financial Statements (unaudited)

 

Page   8

 

 

 

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

 

Page 31

Application of Critical Accounting Policies and Estimates

 

Page 31

Financial Condition

 

Page 32

Results of Operations

 

Page 38

 

 

 

Item 3    Quantitative and Qualitative Disclosures About Market Risk

 

Page 46

 

 

 

Item 4    Controls and Procedures

 

Page 46

 

 

 

Part II. Other Information

 

 

Item 1    Legal Proceedings

 

Page 46

Item 1A  Risk Factors

 

Page 46

Item 2    Unregistered Sales of Equity Securities and Use of Proceeds

 

Page 46

Item 3    Defaults Upon Senior Securities

 

Page 46

Item 4    Mine Safety Disclosures

 

Page 46

Item 5    Other Information

 

Page 46

Item 6    Exhibits

 

Page 47

 

 

 

Signatures

 

Page 48

 

 

2


 

PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

VIRGINIA NATIONAL BANKSHARES CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

 

 

 

September 30, 2019

 

 

December 31, 2018*

 

ASSETS

 

(Unaudited)

 

 

 

 

 

Cash and due from banks

 

$

13,870

 

 

$

11,741

 

Federal funds sold

 

 

13,985

 

 

 

7,133

 

Securities:

 

 

 

 

 

 

 

 

Available for sale, at fair value

 

 

77,930

 

 

 

61,392

 

Restricted securities, at cost

 

 

1,684

 

 

 

1,683

 

Total securities

 

 

79,614

 

 

 

63,075

 

Loans

 

 

522,104

 

 

 

537,190

 

Allowance for loan losses

 

 

(3,983

)

 

 

(4,891

)

Loans, net

 

 

518,121

 

 

 

532,299

 

Premises and equipment, net

 

 

6,354

 

 

 

7,042

 

Bank owned life insurance

 

 

16,301

 

 

 

16,790

 

Goodwill

 

 

372

 

 

 

372

 

Other intangible assets, net

 

 

424

 

 

 

477

 

Accrued interest receivable and other assets

 

 

11,749

 

 

 

5,871

 

Total assets

 

$

660,790

 

 

$

644,800

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Demand deposits:

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

155,134

 

 

$

185,819

 

Interest-bearing

 

 

110,152

 

 

 

106,884

 

Money market and savings deposit accounts

 

 

190,568

 

 

 

171,299

 

Certificates of deposit and other time deposits

 

 

123,592

 

 

 

108,531

 

Total deposits

 

 

579,446

 

 

 

572,533

 

Accrued interest payable and other liabilities

 

 

5,790

 

 

 

1,525

 

Total liabilities

 

 

585,236

 

 

 

574,058

 

 

 

 

 

 

 

 

 

 

Commitments and contingent liabilities

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, $2.50 par value, 2,000,000 shares authorized, no

   shares outstanding

 

 

-

 

 

 

-

 

Common stock, $2.50 par value, 10,000,000 shares authorized;

     2,692,005 (including 4,000 nonvested shares), and 2,543,452

     issued and outstanding at September 30, 2019

     and December 31, 2018, respectively

 

 

6,720

 

 

 

6,359

 

Capital surplus

 

 

32,160

 

 

 

27,013

 

Retained earnings

 

 

36,611

 

 

 

38,647

 

Accumulated other comprehensive income (loss)

 

 

63

 

 

 

(1,277

)

Total shareholders' equity

 

 

75,554

 

 

 

70,742

 

Total liabilities and shareholders' equity

 

$

660,790

 

 

$

644,800

 

 

*

Derived from audited Consolidated Financial Statements

 

See Notes to Consolidated Financial Statements

3


 

VIRGINIA NATIONAL BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

 

 

 

For the three months ended

 

 

For the nine months ended

 

 

 

September 30, 2019

 

 

September 30, 2018

 

 

September 30, 2019

 

 

September 30, 2018

 

Interest and dividend income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

6,021

 

 

$

6,200

 

 

$

18,223

 

 

$

17,849

 

Federal funds sold

 

 

174

 

 

 

46

 

 

 

267

 

 

 

120

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

291

 

 

 

265

 

 

 

789

 

 

 

814

 

Tax exempt

 

 

64

 

 

 

86

 

 

 

221

 

 

257

 

Dividends

 

 

29

 

 

 

42

 

 

 

86

 

 

 

103

 

Total interest and dividend income

 

 

6,579

 

 

 

6,639

 

 

 

19,586

 

 

 

19,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings deposits

 

 

531

 

 

 

277

 

 

 

1,375

 

 

 

773

 

Certificates and other time deposits

 

 

574

 

 

 

413

 

 

 

1,619

 

 

 

815

 

Repurchase agreements and other borrowings

 

 

 

 

 

158

 

 

 

89

 

 

 

376

 

Total interest expense

 

 

1,105

 

 

 

848

 

 

 

3,083

 

 

 

1,964

 

Net interest income

 

 

5,474

 

 

 

5,791

 

 

 

16,503

 

 

 

17,179

 

Provision for (recovery of) loan losses

 

 

(120

)

 

 

285

 

 

 

500

 

 

 

890

 

Net interest income after provision for (recovery of)

   loan losses

 

 

5,594

 

 

 

5,506

 

 

 

16,003

 

 

 

16,289

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trust income

 

 

377

 

 

 

409

 

 

 

1,126

 

 

 

1,250

 

Advisory and brokerage income

 

 

159

 

 

 

144

 

 

 

451

 

 

 

426

 

Royalty income

 

 

5

 

 

 

17

 

 

 

13

 

 

 

569

 

Deposit account fees

 

 

192

 

 

 

210

 

 

 

565

 

 

 

693

 

Debit/credit card and ATM fees

 

 

191

 

 

 

176

 

 

 

537

 

 

 

567

 

Earnings/increase in value of bank owned life insurance

 

 

111

 

 

 

113

 

 

 

687

 

 

 

333

 

Fees on mortgage sales

 

 

43

 

 

 

73

 

 

 

129

 

 

 

155

 

Gains on sales of securities

 

 

7

 

 

 

-

 

 

 

71

 

 

 

-

 

Losses on sales of other assets

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(33

)

Loan swap fee income

 

 

116

 

 

 

-

 

 

 

151

 

 

 

-

 

Other

 

 

126

 

 

 

128

 

 

 

356

 

 

 

331

 

Total noninterest income

 

 

1,327

 

 

 

1,270

 

 

 

4,086

 

 

 

4,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

2,268

 

 

 

2,049

 

 

 

6,800

 

 

 

6,022

 

Net occupancy

 

 

450

 

 

 

458

 

 

 

1,373

 

 

 

1,387

 

Equipment

 

 

85

 

 

 

128

 

 

 

316

 

 

 

374

 

Data processing

 

 

341

 

 

 

281

 

 

 

987

 

 

 

828

 

Settlement of claims

 

 

160

 

 

 

-

 

 

 

460

 

 

 

-

 

Other

 

 

1,257

 

 

 

1,173

 

 

 

3,721

 

 

 

3,522

 

Total noninterest expense

 

 

4,561

 

 

 

4,089

 

 

 

13,657

 

 

 

12,133

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

2,360

 

 

 

2,687

 

 

 

6,432

 

 

 

8,447

 

Provision for income taxes

 

 

463

 

 

 

527

 

 

 

1,174

 

 

 

1,659

 

Net income

 

$

1,897

 

 

$

2,160

 

 

$

5,258

 

 

$

6,788

 

Net income per common share, basic *

 

$

0.71

 

 

$

0.81

 

 

$

1.96

 

 

$

2.55

 

Net income per common share, diluted *

 

$

0.71

 

 

$

0.80

 

 

$

1.96

 

 

$

2.52

 

Weighted average common shares outstanding, basic *

 

 

2,689,092

 

 

 

2,669,199

 

 

 

2,685,134

 

 

 

2,665,647

 

Weighted average common shares outstanding, diluted *

 

 

2,690,142

 

 

 

2,689,720

 

 

 

2,688,813

 

 

 

2,687,101

 

 

*

Share data has been retroactively adjusted to reflect the 5% stock dividend effective July 5, 2019.

See Notes to Consolidated Financial Statements

4


 

VIRGINIA NATIONAL BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

 

 

 

For the three months ended

 

 

For the nine months ended

 

 

 

September 30, 2019

 

 

September 30, 2018

 

 

September 30, 2019

 

 

September 30, 2018

 

Net income

 

$

1,897

 

 

$

2,160

 

 

$

5,258

 

 

$

6,788

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on securities, net of tax

   of $29 and $372 for the three and nine months

   ended September 30, 2019; and net of tax of ($59)

   and ($285) for the three and nine months ended

   September 30, 2018

 

 

106

 

 

 

(222

)

 

 

1,396

 

 

 

(1,070

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for realized gains

   on sales of securities, net of tax of ($1)

   and ($15) for the three and nine months

   ended September 30, 2019; and net of tax

   of $0 and $0 for the three and nine months

   ended September 30, 2018

 

 

(6

)

 

 

-

 

 

 

(56

)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive income (loss)

 

 

100

 

 

 

(222

)

 

 

1,340

 

 

 

(1,070

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

$

1,997

 

 

$

1,938

 

 

$

6,598

 

 

$

5,718

 

 

See Notes to Consolidated Financial Statements

5


 

VIRGINIA NATIONAL BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, JUNE 30 AND SEPTEMBER 30, 2019 AND 2018

(Dollars in thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

Common

 

 

Capital

 

 

Retained

 

 

Comprehensive

 

 

 

 

 

 

 

Stock

 

 

Surplus

 

 

Earnings

 

 

Income (Loss)

 

 

Total

 

Balance, December 31, 2017

 

$

6,027

 

 

$

22,038

 

 

$

37,923

 

 

$

(883

)

 

$

65,105

 

Stock options exercised

 

 

16

 

 

 

128

 

 

 

-

 

 

 

-

 

 

 

144

 

Stock option expense

 

 

-

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

1

 

Stock dividend distributable *

 

 

301

 

 

 

4,673

 

 

 

(4,974

)

 

 

-

 

 

 

-

 

Cash dividends declared ($0.19 per share)

 

 

-

 

 

 

-

 

 

 

(482

)

 

 

-

 

 

 

(482

)

Net income

 

 

-

 

 

 

-

 

 

 

2,796

 

 

 

-

 

 

 

2,796

 

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(743

)

 

 

(743

)

Balance, March 31, 2018

 

$

6,344

 

 

$

26,840

 

 

$

35,263

 

 

$

(1,626

)

 

$

66,821

 

Stock options exercised

 

 

9

 

 

 

65

 

 

 

-

 

 

 

-

 

 

 

74

 

Stock option expense

 

 

-

 

 

 

16

 

 

 

-

 

 

 

-

 

 

 

16

 

Cash dividends declared ($0.30 per share)

 

 

-

 

 

 

-

 

 

 

(763

)

 

 

-

 

 

 

(763

)

Net income

 

 

-

 

 

 

-

 

 

 

1,832

 

 

 

-

 

 

 

1,832

 

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(105

)

 

 

(105

)

Balance, June 30, 2018

 

$

6,353

 

 

$

26,921

 

 

$

36,332

 

 

$

(1,731

)

 

$

67,875

 

Stock options exercised

 

 

6

 

 

 

44

 

 

 

-

 

 

 

-

 

 

 

50

 

Stock option expense

 

 

-

 

 

 

24

 

 

 

-

 

 

 

-

 

 

 

24

 

Cash dividends declared ($0.30 per share)

 

 

-

 

 

 

-

 

 

 

(763

)

 

 

-

 

 

 

(763

)

Net income

 

 

-

 

 

 

-

 

 

 

2,160

 

 

 

-

 

 

 

2,160

 

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(222

)

 

 

(222

)

Balance, September 30, 2018

 

$

6,359

 

 

$

26,989

 

 

$

37,729

 

 

$

(1,953

)

 

$

69,124

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2018

 

$

6,359

 

 

$

27,013

 

 

$

38,647

 

 

$

(1,277

)

 

$

70,742

 

Stock options exercised

 

 

14

 

 

 

88

 

 

 

-

 

 

 

-

 

 

 

102

 

Stock option expense

 

 

-

 

 

 

24

 

 

 

-

 

 

 

-

 

 

 

24

 

Stock grants

 

 

27

 

 

 

397

 

 

 

-

 

 

 

-

 

 

 

424

 

Cash dividends declared ($0.30 per share)

 

 

-

 

 

 

-

 

 

 

(767

)

 

 

-

 

 

 

(767

)

Net income

 

 

-

 

 

 

-

 

 

 

1,246

 

 

 

-

 

 

 

1,246

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

754

 

 

 

754

 

Balance, March 31, 2019

 

$

6,400

 

 

$

27,522

 

 

$

39,126

 

 

$

(523

)

 

$

72,525

 

Stock option expense

 

 

-

 

 

 

23

 

 

 

-

 

 

 

-

 

 

 

23

 

Stock dividend distributable **

 

 

320

 

 

 

4,593

 

 

 

(4,913

)

 

 

-

 

 

 

-

 

Cash dividends declared ($0.30 per share)

 

 

-

 

 

 

-

 

 

 

(806

)

 

 

-

 

 

 

(806

)

Net income

 

 

-

 

 

 

-

 

 

 

2,115

 

 

 

-

 

 

 

2,115

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

486

 

 

 

486

 

Balance, June 30, 2019

 

$

6,720

 

 

$

32,138

 

 

$

35,522

 

 

$

(37

)

 

$

74,343

 

Stock option expense

 

 

-

 

 

 

24

 

 

 

-

 

 

 

-

 

 

 

24

 

Stock grants

 

 

-

 

 

 

3

 

 

 

-

 

 

 

-

 

 

 

3

 

Cash in lieu of fractional shares

 

 

-

 

 

 

(5

)

 

 

-

 

 

 

-

 

 

 

(5

)

Cash dividends declared ($0.30 per share)

 

 

-

 

 

 

-

 

 

 

(808

)

 

 

-

 

 

 

(808

)

Net income

 

 

-

 

 

 

-

 

 

 

1,897

 

 

 

-

 

 

 

1,897

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

100

 

 

 

100

 

Balance, September 30, 2019

 

$

6,720

 

 

$

32,160

 

 

$

36,611

 

 

$

63

 

 

$

75,554

 

 

*   5% stock dividend distributed effective April 13, 2018.

**  5% stock dividend distributed effective July 5, 2019.

See Notes to Consolidated Financial Statements

6


 

VIRGINIA NATIONAL BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)

 

 

 

For the nine months ended

 

 

 

September 30, 2019

 

 

September 30, 2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income

 

$

5,258

 

 

$

6,788

 

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

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

500

 

 

 

890

 

Net amortization and accretion of securities

 

 

200

 

 

 

209

 

Net gains on sale of securities

 

 

(71

)

 

 

-

 

Net losses on sales of assets

 

 

-

 

 

 

33

 

Earnings on bank owned life insurance

 

 

(687

)

 

 

(333

)

Amortization of intangible assets

 

 

67

 

 

 

83

 

Depreciation and other amortization

 

 

812

 

 

 

849

 

Stock option expense

 

 

74

 

 

 

41

 

Stock grants, unrestricted

 

 

424

 

 

 

-

 

Net change in:

 

 

 

 

 

 

 

 

Accrued interest receivable and other assets

 

 

(1,921

)

 

 

297

 

Accrued interest payable and other liabilities

 

 

(58

)

 

 

38

 

Net cash provided by operating activities

 

 

4,598

 

 

 

8,895

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Net (increase) decrease in restricted investments

 

 

(1

)

 

 

176

 

Purchases of available for sale securities

 

 

(40,608

)

 

 

-

 

Proceeds from maturities, calls and principal payments of available for sale securities

 

 

4,573

 

 

 

3,837

 

Proceeds from sales of available for sale securities

 

 

21,065

 

 

 

-

 

Net decrease (increase) in organic loans

 

 

9,654

 

 

 

(604

)

Net decrease in purchased loans

 

 

4,024

 

 

 

1,806

 

Cash payment for wealth management book of business

 

 

(50

)

 

 

(100

)

Proceeds from settlement of bank owned life insurance

 

 

1,176

 

 

 

-

 

Purchase of bank premises and equipment

 

 

(124

)

 

 

(731

)

Net cash (used in) provided by investing activities

 

 

(291

)

 

 

4,384

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Net decrease in demand deposits, NOW accounts, and money market accounts

 

 

(8,148

)

 

 

(22,417

)

Net increase in certificates of deposit and other time deposits

 

 

15,061

 

 

 

17,957

 

Net decrease in repurchase agreements

 

 

-

 

 

 

(11,899

)

Net decrease in other short term borrowings

 

 

-

 

 

 

(5,000

)

Proceeds from stock options exercised

 

 

102

 

 

 

268

 

Cash payment for stock dividend fractional shares

 

 

(5

)

 

 

-

 

Cash dividends paid

 

 

(2,336

)

 

 

(1,703

)

Net cash provided by (used in) financing activities

 

 

4,674

 

 

 

(22,794

)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

$

8,981

 

 

$

(9,515

)

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS:

 

 

 

 

 

 

 

 

Beginning of period

 

$

18,874

 

 

$

18,277

 

End of period

 

$

27,855

 

 

$

8,762

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

Cash payments for:

 

 

 

 

 

 

 

 

Interest

 

$

2,963

 

 

$

1,800

 

Taxes

 

$

1,650

 

 

$

1,990

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING

   ACTIVITIES

 

 

 

 

 

 

 

 

Unrealized gain (loss) on available for sale securities

 

$

1,697

 

 

$

(1,355

)

Initial right-of-use assets obtained in exchange for new operating lease liabilities

 

$

4,279

 

 

$

-

 

 

See Notes to Consolidated Financial Statements

7


 

VIRGINIA NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2019

Note 1.  Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of Virginia National Bankshares Corporation (the “Company”), and its subsidiaries Virginia National Bank (the “Bank”) and Masonry Capital Management, LLC (“Masonry Capital”), a registered investment adviser.  Effective July 1, 2018, VNBTrust, National Association (“VNBTrust”), formerly a subsidiary of the Bank, was merged into Virginia National Bank, and the Bank continued to offer investment management, wealth advisory and trust and estate administration services under the name of VNB Wealth Management, also referred to herein as “VNB Wealth.” All references herein to VNB Wealth Management or VNB Wealth refer to VNBTrust for periods prior to July 1, 2018.  In 2019, the services offered by VNB Wealth are provided by Masonry Capital or by the Bank under VNB Trust & Estate Services or VNB Investment Services.  All significant intercompany balances and transactions have been eliminated in consolidation.

The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included.

The preparation of financial statements in conformity with GAAP and the reporting guidelines prescribed by regulatory authorities requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses (including impaired loans), other-than-temporary impairment of securities, intangible assets, and fair value measurements. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

The statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the Company’s Form 10-K for the year ended December 31, 2018. If needed, certain previously reported amounts have been reclassified to conform to current period presentation. No such reclassifications were significant.

Recent Accounting Pronouncements

Financial Instruments – Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”  The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.  Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates.  Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses.  In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.  At its October 16, 2019 meeting, FASB’s board affirmed its decision to delay the effective date of the ASU for smaller reporting companies, like the Company, until fiscal years beginning after December 15, 2022, and interim periods within those years. The Company is currently assessing the impact that ASU 2016-13 will have on its consolidated financial statements.  Early in 2017, the Company formed a cross-functional steering committee, including some members of senior management, to provide governance and guidance over the project plan.  The steering committee meets regularly to address the compliance requirements, data requirements and sources, and analysis efforts that are required to adopt these new requirements.  In addition to attending seminars and webinars on this topic with regulators and other experts, the committee is working closely with the Company’s vendor to gather additional loan data which is anticipated to be needed for this calculation and is attending training sessions on the software to be utilized to calculate the expected credit losses.  The extent of the change is indeterminable at this time as it will be dependent upon portfolio composition and credit quality at the adoption date, as well as economic conditions and forecasts at that time.  Upon adoption, the impact to the allowance for credit losses (currently allowance for loan losses) will have an offsetting one-time cumulative-effect adjustment to retained earnings.  

8


 

Goodwill Impairment Testing In January 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The amendments in this ASU simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Public business entities that are SEC filers should adopt the amendments in this ASU for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements.

Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.”  The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty.  Certain disclosure requirements in Topic 820 are also removed or modified. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.  Certain of the amendments are to be applied prospectively while others are to be applied retrospectively.   Early adoption is permitted.  The Company does not expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements.

Financial Instruments – Credit Losses – Derivatives and Hedging In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” This ASU clarifies and improves areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement including improvements resulting from various Transition Resource Group meetings. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.  Early adoption is permitted. The Company is currently assessing the impact that ASU 2019-04 will have on its consolidated financial statements.

Financial Instruments – Credit Losses – Targeted Transition Relief In May 2019, the FASB issued ASU 2019-05, “Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief.” The amendments in this ASU provide entities that have certain instruments within the scope of Subtopic 326-20 with an option to irrevocably elect the fair value option in Subtopic 825-10, applied on an instrument-by-instrument basis for eligible instruments, upon the adoption of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. An entity that elects the fair value option should subsequently measure those instruments at fair value with changes in fair value flowing through earnings.  The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.  The amendments should be applied on a modified-retrospective basis by means of a cumulative-effect adjustment to the opening balance of retained earnings balance in the balance sheet.  Early adoption is permitted. The Company is currently assessing the impact that ASU 2019-05 will have on its consolidated financial statements.

Note 2.  Securities

The amortized cost and fair values of securities available for sale as of September 30, 2019 and December 31, 2018 were as follows (dollars in thousands):

 

September 30, 2019

 

Amortized

 

 

Gross Unrealized

 

 

Gross Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

(Losses)

 

 

Value

 

U.S. Government agencies

 

$

12,000

 

 

$

-

 

 

$

(25

)

 

$

11,975

 

Mortgage-backed securities/CMOs

 

 

50,987

 

 

 

45

 

 

 

(261

)

 

 

50,771

 

Municipal bonds

 

 

14,863

 

 

 

336

 

 

 

(15

)

 

 

15,184

 

Total Securities Available for Sale

 

$

77,850

 

 

$

381

 

 

$

(301

)

 

$

77,930

 

 

December 31, 2018

 

Amortized

 

 

Gross Unrealized

 

 

Gross Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

(Losses)

 

 

Value

 

U.S. Government agencies

 

$

19,500

 

 

$

-

 

 

$

(526

)

 

$

18,974

 

Mortgage-backed securities/CMOs

 

 

25,901

 

 

 

1

 

 

 

(839

)

 

 

25,063

 

Municipal bonds

 

 

17,608

 

 

 

12

 

 

 

(265

)

 

 

17,355

 

Total Securities Available for Sale

 

$

63,009

 

 

$

13

 

 

$

(1,630

)

 

$

61,392

 

9


 

 

As of September 30, 2019, there were $49.1 million, or 34 issues of individual securities, held in an unrealized loss position.  These securities have an unrealized loss of $301 thousand and consisted of 27 mortgage-backed/CMOs, 4 municipal bonds, and 3 agency bonds.

The following table summarizes all securities with unrealized losses, segregated by length of time in a continuous unrealized loss position, at September 30, 2019, and December 31, 2018 (dollars in thousands):

 

September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than 12 Months

 

 

12 Months or more

 

 

Total

 

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

Unrealized

 

 

 

Fair Value

 

 

Losses

 

 

Fair Value

 

 

Losses

 

 

Fair Value

 

 

Losses

 

U.S. Government agencies

 

$

7,488

 

 

$

(12

)

 

$

1,987

 

 

$

(13

)

 

$

9,475

 

 

$

(25

)

Mortgage-backed/CMOs

 

 

26,816

 

 

 

(154

)

 

 

11,414

 

 

 

(107

)

 

 

38,230

 

 

 

(261

)

Municipal bonds

 

 

848

 

 

 

(15

)

 

 

502

 

 

 

-

 

 

 

1,350

 

 

 

(15

)

 

 

$

35,152

 

 

$

(181

)

 

$

13,903

 

 

$

(120

)

 

$

49,055

 

 

$

(301

)

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than 12 Months

 

 

12 Months or more

 

 

Total

 

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

Unrealized

 

 

 

Fair Value

 

 

Losses

 

 

Fair Value

 

 

Losses

 

 

Fair Value

 

 

Losses

 

U.S. Government agencies

 

$

-

 

 

$

-

 

 

$

18,974

 

 

$

(526

)

 

$

18,974

 

 

$

(526

)

Mortgage-backed/CMOs

 

 

-

 

 

 

-

 

 

 

24,657

 

 

 

(839

)

 

 

24,657

 

 

 

(839

)

Municipal bonds

 

 

4,983

 

 

 

(34

)

 

 

10,722

 

 

 

(231

)

 

 

15,705

 

 

 

(265

)

 

 

$

4,983

 

 

$

(34

)

 

$

54,353

 

 

$

(1,596

)

 

$

59,336

 

 

$

(1,630

)

 

The Company’s securities portfolio is primarily made up of fixed rate bonds, the prices of which move inversely with interest rates.  Any unrealized losses are considered by management to be driven by increases in market interest rates over the yields available at the time the underlying securities were purchased.  The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline.  At the end of any accounting period, the portfolio may have both unrealized gains and losses.  Management does not believe any of the securities in an unrealized loss position are impaired due to credit quality.  Accordingly, as of September 30, 2019, management believes the impairments detailed in the table above are temporary, and no impairment loss has been realized in the Company’s consolidated income statement.

An “other-than-temporary impairment” (“OTTI”) is considered to exist if either of the following conditions are met: it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, or the Company does not expect to recover the security’s entire amortized cost basis (even if the Company does not intend to sell).  In the event that a security would suffer impairment for a reason that was “other than temporary,” the Company would be expected to write down the security’s value to its new fair value, and the amount of the write down would be included in earnings as a realized loss.  As of September 30, 2019, management has concluded that none of its investment securities have an OTTI based upon the information available.  Additionally, management has the ability to hold any security with an unrealized loss until maturity or until such time as the value of the security has recovered from its unrealized loss position.

Securities having carrying values of $5.0 million at September 30, 2019 were pledged as collateral to secure public deposits.  At December 31, 2018, securities having carrying values of $18.0 million were similarly pledged.

For the nine months ended September 30, 2019, proceeds from the sales of securities amounted to $21.1 million, and realized gain on these securities was $71 thousand. For the nine months ended September 30, 2018, there were no sales of securities.  

Restricted securities are securities with limited marketability and consist of stock in the Federal Reserve Bank of Richmond (“FRB”), the Federal Home Loan Bank of Atlanta (“FHLB”), and CBB Financial Corporation (“CBBFC”), the holding company for Community Bankers Bank.  These restricted securities, totaling $1.7 million as of both September 30, 2019 and December 31, 2018 are carried at cost.

10


 

Note 3.  Loans

The composition of the loan portfolio by loan classification at September 30, 2019 and December 31, 2018 appears below (dollars in thousands).

 

 

 

September 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Commercial

 

 

 

 

 

 

 

 

Commercial and industrial - organic

 

$

38,308

 

 

$

41,526

 

Commercial and industrial - government guaranteed

 

 

36,799

 

 

 

31,367

 

Commercial and industrial - syndicated

 

 

6,406

 

 

 

12,134

 

Total commercial and industrial

 

 

81,513

 

 

 

85,027

 

Real estate construction and land

 

 

 

 

 

 

 

 

Residential construction

 

 

1,476

 

 

 

1,552

 

Commercial construction

 

 

6,290

 

 

 

5,078

 

Land and land development

 

 

8,905

 

 

 

10,894

 

Total construction and land

 

 

16,671

 

 

 

17,524

 

Real estate mortgages

 

 

 

 

 

 

 

 

1-4 family residential, first lien, investment

 

 

42,625

 

 

 

40,311

 

1-4 family residential, first lien, owner occupied

 

 

17,916

 

 

 

16,775

 

1-4 family residential, junior lien

 

 

2,643

 

 

 

3,169

 

1-4 family residential - purchased

 

 

18,339

 

 

 

18,647

 

Home equity lines of credit, first lien

 

 

8,954

 

 

 

8,325

 

Home equity lines of credit, junior lien

 

 

10,055

 

 

 

10,912

 

Farm

 

 

8,895

 

 

 

10,397

 

Multifamily

 

 

26,968

 

 

 

27,328

 

Commercial owner occupied

 

 

94,169

 

 

 

93,800

 

Commercial non-owner occupied

 

 

116,522

 

 

 

123,214

 

Total real estate mortgage

 

 

347,086

 

 

 

352,878

 

Consumer

 

 

 

 

 

 

 

 

Consumer revolving credit

 

 

24,987

 

 

 

21,540

 

Consumer all other credit

 

 

4,329

 

 

 

5,530

 

Student loans purchased

 

 

47,518

 

 

 

54,691

 

Total consumer

 

 

76,834

 

 

 

81,761

 

Total loans

 

 

522,104

 

 

 

537,190

 

Less:  Allowance for loan losses

 

 

(3,983

)

 

 

(4,891

)

Net loans

 

$

518,121

 

 

$

532,299

 

 

The balances in the table above include unamortized premiums and net deferred loan costs and fees. As of September 30, 2019, and December 31, 2018, unamortized premiums on loans purchased were $2.7 million and $2.5 million, respectively. Net deferred loan costs (fees) totaled $96 thousand and $129 thousand as of September 30, 2019 and December 31, 2018, respectively.

Accounting guidance requires certain disclosures about investments in impaired loans, the allowance for loan losses and interest income recognized on impaired loans. A loan is considered impaired when it is probable that the Company will be unable to collect all principal and interest amounts when due according to the contractual terms of the loan agreement. Factors involved in determining impairment include, but are not limited to, expected future cash flows, financial condition of the borrower, and current economic conditions.

Following is a breakdown by class of the loans classified as impaired loans as of September 30, 2019 and December 31, 2018. These loans are reported at their recorded investment, which is the carrying amount of the loan as reflected on the Company’s balance sheet, net of charge-offs and other amounts applied to reduce the net book balance. Average recorded investment in impaired loans is computed using an average of month-end balances for these loans for either the nine months ended September 30, 2019 or the twelve months ended December 31, 2018. Interest income recognized is for the nine months ended September 30, 2019 or the twelve months ended December 31, 2018. (Dollars below reported in thousands.)

11


 

 

September 30, 2019

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Associated

Allowance

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

Impaired loans without a valuation allowance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land and land development

 

$

15

 

 

$

59

 

 

$

-

 

 

$

26

 

 

$

-

 

1-4 family residential mortgages, first lien, owner occupied

 

 

-

 

 

 

-

 

 

 

-

 

 

 

26

 

 

 

-

 

1-4 family residential mortgages, junior lien

 

 

120

 

 

 

120

 

 

 

-

 

 

 

123

 

 

 

5

 

Commercial non-owner occupied real estate

 

 

887

 

 

 

887

 

 

 

-

 

 

 

906

 

 

 

36

 

Total impaired loans without a valuation allowance

 

 

1,022

 

 

 

1,066

 

 

 

-

 

 

 

1,081

 

 

 

41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans with a valuation allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Student loans purchased

 

 

1,603

 

 

 

1,603

 

 

 

9

 

 

 

1,599

 

 

 

73

 

Total impaired loans with a valuation allowance

 

 

1,603

 

 

 

1,603

 

 

 

9

 

 

 

1,599

 

 

 

73

 

Total impaired loans

 

$

2,625

 

 

$

2,669

 

 

$

9

 

 

$

2,680

 

 

$

114

 

 

December 31, 2018

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Associated

Allowance

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

Impaired loans without a valuation allowance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land and land development

 

$

32

 

 

$

90

 

 

$

-

 

 

$

37

 

 

$

-

 

1-4 family residential mortgages, first lien, owner occupied

 

 

82

 

 

 

127

 

 

 

-

 

 

 

90

 

 

 

-

 

1-4 family residential mortgages, junior lien

 

 

127

 

 

 

127

 

 

 

-

 

 

 

248

 

 

 

15

 

Commercial non-owner occupied real estate

 

 

923

 

 

 

923

 

 

 

-

 

 

 

947

 

 

 

51

 

Total impaired loans without a valuation allowance

 

 

1,164

 

 

 

1,267

 

 

 

-

 

 

 

1,322

 

 

 

66

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans with a valuation allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Student loans purchased

 

 

1,602

 

 

 

1,602

 

 

 

90

 

 

 

1,387

 

 

 

86

 

Total impaired loans with a valuation allowance

 

 

1,602

 

 

 

1,602

 

 

 

90

 

 

 

1,387

 

 

 

86

 

Total impaired loans

 

$

2,766

 

 

$

2,869

 

 

$

90

 

 

$

2,709

 

 

$

152

 

 

Included in the impaired loans above are non-accrual loans.  Generally, loans are placed on non-accrual when a loan is specifically determined to be impaired or when principal or interest is delinquent for 90 days or more.  Any unpaid interest previously accrued on those loans is reversed from income.  Interest income generally is not recognized on specific impaired loans unless the likelihood of further loss is remote.  Interest payments received on such loans are applied as a reduction of the loan principal balance.  Interest income on other non-accrual loans is recognized only to the extent of interest payments received.  The recorded investment in non-accrual loans is shown below by class (dollars in thousands):

 

 

 

September 30, 2019

 

 

December 31, 2018

 

Land and land development

 

$

15

 

 

$

32

 

1-4 family residential mortgages, first lien, owner occupied

 

 

-

 

 

 

82

 

Student loans purchased

 

 

322

 

 

 

445

 

Commercial and industrial - organic

 

 

-

 

 

 

56

 

Total non-accrual loans

 

$

337

 

 

$

615

 

 

Additionally, Troubled Debt Restructurings (“TDRs”) are considered impaired loans.  TDRs occur when the Company agrees to modify the original terms of a loan by granting a concession that it would not otherwise consider due to the deterioration in the financial condition of the borrower.  These concessions are done in an attempt to improve the paying capacity of the borrower, and in some cases to avoid foreclosure, and are made with the intent to restore the loan to a

12


 

performing status once sufficient payment history can be demonstrated.  These concessions could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions.

Based on regulatory guidance on Student Lending, the Company has classified 76 of its student loans purchased as TDRs for a total of $1.3 million as of September 30, 2019.  These borrowers that should have been in repayment have requested and been granted payment extensions or reductions exceeding the maximum lifetime allowable payment forbearance of twelve months (36 months lifetime allowance for military service), as permitted under the regulatory guidance, and are therefore considered restructurings.  Student loan borrowers are allowed in-school deferments, plus an automatic six-month grace period post in-school status, before repayment is scheduled to begin, and these deferments do not count toward the maximum allowable forbearance.  Initially, all student loans were fully insured by a surety bond, and the Company did not expect to experience a loss on these loans.  Based on the loss of insurance after July 27, 2018 due to the insolvency of the insurer, management has evaluated these loans individually for impairment and included any potential loss in the allowance for loan losses; interest continues to accrue on these TDRs during any deferment and forbearance periods.

The following provides a summary, by class, of TDRs that continue to accrue interest under the terms of the restructuring agreement, which are considered to be performing, and TDRs that have been placed in non-accrual status, which are considered to be nonperforming (dollars in thousands).

 

Troubled debt restructurings (TDRs)

 

September 30, 2019

 

 

December 31, 2018

 

 

 

No. of

 

 

Recorded

 

 

No. of

 

 

Recorded

 

 

 

Loans

 

 

Investment

 

 

Loans

 

 

Investment

 

Performing TDRs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family residential mortgages, junior lien

 

 

1

 

 

$

120

 

 

 

1

 

 

$

127

 

Commercial non-owner occupied real estate

 

 

1

 

 

 

887

 

 

 

1

 

 

 

923

 

Student loans purchased

 

 

76

 

 

 

1,281

 

 

 

65

 

 

 

1,157

 

Total performing TDRs

 

 

78

 

 

 

2,288

 

 

 

67

 

 

 

2,207

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming TDRs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Student loans purchased

 

 

-

 

 

$

-

 

 

 

1

 

 

$

4

 

Land and land development

 

 

1

 

 

 

15

 

 

 

1

 

 

 

19

 

Total nonperforming TDRs

 

 

1

 

 

 

15

 

 

 

2

 

 

 

23

 

Total TDRs

 

 

79

 

 

 

2,303

 

 

 

69

 

 

 

2,230

 

 

A summary of loans shown above that were modified under the terms of a TDR during the three and nine months ended September 30, 2019 and 2018 is shown below by class (dollars in thousands).  The Post-Modification Recorded Balance reflects the period end balances, inclusive of any interest capitalized to principal, partial principal paydowns, and principal charge-offs since the modification date.  Loans modified as TDRs that were fully paid down, charged-off, or foreclosed upon by period end are not reported.

 

 

 

For three months ended

 

 

For three months ended

 

 

 

September 30, 2019

 

 

September 30, 2018

 

 

 

Number

of Loans

 

 

Pre-

Modification

Recorded

Balance

 

 

Post-

Modification

Recorded

Balance

 

 

Number

of Loans

 

 

Pre-

Modification

Recorded

Balance

 

 

Post-

Modification

Recorded

Balance

 

Student loans purchased

 

 

10

 

 

$

78

 

 

$

78

 

 

 

1

 

 

$

15

 

 

$

15

 

Total loans modified during the period

 

 

10

 

 

 

78

 

 

 

78

 

 

 

1

 

 

 

15

 

 

 

15

 

 

 

 

For the nine months ended

 

 

For the nine months ended

 

 

 

September 30, 2019

 

 

September 30, 2018

 

 

 

Number

of Loans

 

 

Pre-

Modification

Recorded

Balance

 

 

Post-

Modification

Recorded

Balance

 

 

Number

of Loans

 

 

Pre-

Modification

Recorded

Balance

 

 

Post-

Modification

Recorded

Balance

 

Student loans purchased

 

 

12

 

 

$

133

 

 

$

133

 

 

 

8

 

 

$

135

 

 

$

135

 

Total loans modified during the period

 

 

12

 

 

 

133

 

 

 

133

 

 

 

8

 

 

 

135

 

 

 

135

 

 

13


 

During the nine months ended September 30, 2019, there were three loans modified as TDRs that subsequently defaulted which had been modified as TDRs during the twelve months prior to default.  These student loans had a balance of $23 thousand prior to being charged off. There was one loan modified as a TDR that subsequently defaulted during the year ending December 31, 2018 which had been modified as a TDR during the twelve months prior to default.  This student loan had a balance of $33 thousand prior to being charged off.

There were no loans secured by 1-4 family residential property that were in the process of foreclosure at either September 30, 2019 or December 31, 2018.

Note 4.  Allowance for Loan Losses

The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb probable credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s quarterly evaluation of the collectability of the loan portfolio, credit concentrations, historical loss experience, specific impaired loans, and economic conditions. To determine the total allowance for loan losses, the Company estimates the reserves needed for each segment of the portfolio, including loans analyzed individually and loans analyzed on a pooled basis. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows.  

For purposes of determining the allowance for loan losses, the Company has segmented certain loans in the portfolio by product type.  Within these segments, the Company has sub-segmented its portfolio by classes within the segments, based on the associated risks within these classes.  

 

Loan Classes by Segments

 

Commercial loan segment:

 

Commercial and industrial - organic

 

Commercial and industrial - government guaranteed

 

Commercial and industrial - syndicated

 

 

Real estate construction and land loan segment:

 

Residential construction

 

Commercial construction

 

Land and land development

 

 

Real estate mortgage loan segment:

 

1-4 family residential, first lien, investment

 

1-4 family residential, first lien, owner occupied

 

1-4 family residential, junior lien

 

Home equity lines of credit, first lien

 

Home equity lines of credit, junior lien

 

Farm

 

Multifamily

 

Commercial owner occupied

 

Commercial non-owner occupied

 

 

Consumer loan segment:

 

Consumer revolving credit

 

Consumer all other credit

 

Student loans purchased

 

Management utilizes a loss migration model for determining the quantitative risk assigned to unimpaired loans in order to capture historical loss information at the loan level, track loss migration through risk grade deterioration, and increase efficiencies related to performing the calculations. The quantitative risk factor for each loan class primarily utilizes a migration analysis loss method based on loss history for the prior twelve quarters.

The migration analysis loss method is used for all loan classes except for the following:

 

Student loans purchased - On June 27, 2018, the Company was notified that ReliaMax Surety Company (“ReliaMax Surety”), the South Dakota insurance company which issued surety bonds for the student loan pools, was placed into liquidation due to insolvency.  As such, the historical charge-off rate on this portfolio is determined

14


 

 

by using the Company’s own losses/charge-offs since July 1, 2018 together with prior insurance claim history. For reporting periods prior to June 30, 2018, the Company did not charge off student loans as the insurance covered the past due loans, but the Company did apply qualitative factors to calculate a reserve on these loans, net of the deposit reserve accounts held by the Company for this group of loans.

 

Commercial and industrial government guaranteed loans – These loans require no reserve as these are 100% guaranteed by either the Small Business Administration (“SBA”) or the United States Department of Agriculture (“USDA”).

 

Commercial and industrial syndicated loans - Prior to the quarter ended September 30, 2016, there was not an established loss history in the commercial and industrial syndicated loans. The S&P credit and recovery ratings on the credit facilities were utilized to calculate a three-year weighted average historical default rate.  During the third quarter of 2016, there was a small loss in the commercial and industrial syndicated loans; therefore, the Company utilized a combination of the migration analysis loss method and the S&P credit and recovery ratings.

Under the migration analysis method, average loss rates are calculated at the risk grade and class levels by dividing the twelve-quarter average net charge-off amount by the twelve-quarter average loan balances.  Qualitative factors are combined with these quantitative factors to arrive at the overall general allowances.

The Company’s internal creditworthiness grading system is based on experiences with similarly graded loans. The Company performs regular credit reviews of the loan portfolio to review the credit quality and adherence to its underwriting standards. Additionally, external reviews of a portion of the credits are conducted on a semi-annual basis.

Loans that trend upward on the risk ratings scale, toward more positive risk ratings, generally exhibit lower risk factor characteristics. Conversely, loans that migrate toward more negative ratings generally will result in a higher risk factor being applied to those related loan balances.

Risk Ratings and Historical Loss Factor Assigned

Excellent

A 0% historical loss factor applied, as these loans are secured by cash or fully guaranteed by a U.S. government agency and represent a minimal risk.  The Company has never experienced a loss within this category.

Good

A 0% historical loss factor applied, as these loans represent a low risk and are secured by marketable collateral within margin. In an abundance of caution, a nominal loss reserve is applied to these loans. The Company has never experienced a loss within this category.

Pass

A historical loss factor for loans rated “Pass” is applied to current balances of like-rated loans, pooled by class.  Loans with the following risk ratings are pooled by class and considered together as “Pass”:

Satisfactory – modest risk loans where the borrower has strong and liquid financial statements and more than adequate cash flow

Average – average risk loans where the borrower has reasonable debt service capacity

Marginal – acceptable risk loans where the borrower has acceptable financial statements but is leveraged

Watch

These loans have an acceptable risk but require more attention than normal servicing.  A historical loss factor for loans rated “Watch” is applied to current balances of like-rated loans pooled by class.

Special Mention

These potential problem loans are currently protected but are potentially weak.  A historical loss factor for loans rated “Special Mention” is applied to current balances of like-rated loans pooled by class.

15


 

Substandard

These problem loans are inadequately protected by the sound worth and paying capacity of the borrower and/or the value of any collateral pledged.  These loans may be considered impaired and evaluated on an individual basis.  Otherwise, a historical loss factor for loans rated “Substandard” is applied to current balances of all other “Substandard” loans pooled by class.

Doubtful

Loans with this rating have significant deterioration in the sound worth and paying capacity of the borrower and/or the value of any collateral pledged, making collection or liquidation of the loan in full highly questionable.  These loans would be considered impaired and evaluated on an individual basis.  

The following represents the loan portfolio designated by the internal risk ratings assigned to each credit as of September 30, 2019 and December 31, 2018 (dollars in thousands). There were no loans rated “Doubtful” as of either period.

 

September 30, 2019

 

Excellent

 

 

Good

 

 

Pass

 

 

Watch

 

 

Special

Mention

 

 

Sub-

standard

 

 

TOTAL

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial - organic

 

$

2,244

 

 

$

18,810

 

 

$

16,564

 

 

$

158

 

 

$

30

 

 

$

502

 

 

$

38,308

 

Commercial and industrial - government guaranteed

 

 

36,799

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

36,799

 

Commercial and industrial - syndicated

 

 

-

 

 

 

-

 

 

 

6,406

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,406

 

Real estate construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential construction

 

 

-

 

 

 

-

 

 

 

1,476

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,476

 

Commercial construction

 

 

-

 

 

 

-

 

 

 

6,290

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,290

 

Land and land development

 

 

-

 

 

 

-

 

 

 

8,399

 

 

 

477

 

 

 

-

 

 

 

29

 

 

 

8,905

 

Real estate mortgages

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family residential, first lien investment

 

 

-

 

 

 

-

 

 

 

38,460

 

 

 

3,789

 

 

 

113

 

 

 

263

 

 

 

42,625

 

1-4 family residential, first lien, owner occupied

 

 

-

 

 

 

-

 

 

 

16,804

 

 

 

1,051

 

 

 

8

 

 

 

53

 

 

 

17,916

 

1-4 family residential, junior lien

 

 

-

 

 

 

-

 

 

 

2,129

 

 

 

35

 

 

 

19

 

 

 

460

 

 

 

2,643

 

1-4 family residential, first lien - purchased

 

 

-

 

 

 

-

 

 

 

18,339

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,339

 

Home equity lines of credit, first lien

 

 

-

 

 

 

-

 

 

 

8,292

 

 

 

662

 

 

 

-

 

 

 

-

 

 

 

8,954

 

Home equity lines of credit, junior lien

 

 

-

 

 

 

-

 

 

 

9,707

 

 

 

266

 

 

 

-

 

 

 

82

 

 

 

10,055

 

Farm

 

 

-

 

 

 

-

 

 

 

7,264

 

 

 

323

 

 

 

-

 

 

 

1,308

 

 

 

8,895

 

Multifamily

 

 

-

 

 

 

-

 

 

 

26,968

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

26,968

 

Commercial owner occupied

 

 

-

 

 

 

-

 

 

 

82,177

 

 

 

6,620

 

 

 

1,697

 

 

 

3,675

 

 

 

94,169

 

Commercial non-owner occupied

 

 

-

 

 

 

-

 

 

 

112,836

 

 

 

2,642

 

 

 

-

 

 

 

1,044

 

 

 

116,522

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer revolving credit

 

 

91

 

 

 

24,442

 

 

 

442

 

 

 

11

 

 

 

-

 

 

 

1

 

 

 

24,987

 

Consumer all other credit

 

 

234

 

 

 

3,637

 

 

 

458

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,329

 

Student loans purchased

 

 

-

 

 

 

-

 

 

 

44,689

 

 

 

2,261

 

 

 

401

 

 

 

167

 

 

 

47,518

 

Total Loans

 

$

39,368

 

 

$

46,889

 

 

$

407,700

 

 

$

18,295

 

 

$

2,268

 

 

$

7,584

 

 

$

522,104

 

16


 

 

December 31, 2018

 

Excellent

 

 

Good

 

 

Pass

 

 

Watch

 

 

Special

Mention

 

 

Sub-

standard

 

 

TOTAL

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial - organic

 

$

3,692

 

 

$

23,381

 

 

$

13,993

 

 

$

264

 

 

$

28

 

 

$

168

 

 

$

41,526

 

Commercial and industrial - government guaranteed

 

 

31,367

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

31,367

 

Commercial and industrial - syndicated

 

 

-

 

 

 

-

 

 

 

9,588

 

 

 

-

 

 

 

-

 

 

 

2,546

 

 

 

12,134

 

Real estate construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential construction

 

 

-

 

 

 

-

 

 

 

1,552

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,552

 

Commercial construction

 

 

-

 

 

 

-

 

 

 

5,078

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,078

 

Land and land development

 

 

-

 

 

 

-

 

 

 

9,888

 

 

 

501

 

 

 

-

 

 

 

505

 

 

 

10,894

 

Real estate mortgages

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family residential, first lien, investment

 

 

-

 

 

 

-

 

 

 

36,314

 

 

 

3,607

 

 

 

117

 

 

 

273

 

 

 

40,311

 

1-4 family residential, first lien, owner occupied

 

 

-

 

 

 

-

 

 

 

15,540

 

 

 

1,087

 

 

 

11

 

 

 

137

 

 

 

16,775

 

1-4 family residential, junior lien

 

 

-

 

 

 

-

 

 

 

2,573

 

 

 

58

 

 

 

22

 

 

 

516

 

 

 

3,169

 

1-4 family residential, first lien - purchased

 

 

-

 

 

 

-

 

 

 

18,647

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,647

 

Home equity lines of credit, first lien

 

 

-

 

 

 

-

 

 

 

7,911

 

 

 

414

 

 

 

-

 

 

 

-

 

 

 

8,325

 

Home equity lines of credit, junior lien

 

 

-

 

 

 

-

 

 

 

10,704

 

 

 

97

 

 

 

-

 

 

 

111

 

 

 

10,912

 

Farm

 

 

-

 

 

 

-

 

 

 

8,719

 

 

 

339

 

 

 

-

 

 

 

1,339

 

 

 

10,397

 

Multifamily

 

 

-

 

 

 

-

 

 

 

27,328

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

27,328

 

Commercial owner occupied

 

 

-

 

 

 

-

 

 

 

86,868

 

 

 

6,932

 

 

 

-

 

 

 

-

 

 

 

93,800

 

Commercial non-owner occupied

 

 

-

 

 

 

-

 

 

 

120,720

 

 

 

1,519

 

 

 

-

 

 

 

975

 

 

 

123,214

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer revolving credit

 

 

44

 

 

 

20,852

 

 

 

644

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

21,540

 

Consumer all other credit

 

 

263

 

 

 

4,699

 

 

 

535

 

 

 

4

 

 

 

-

 

 

 

29

 

 

 

5,530

 

Student loans purchased

 

 

-

 

 

 

-

 

 

 

51,494

 

 

 

2,401

 

 

 

431

 

 

 

365

 

 

 

54,691

 

Total Loans

 

$

35,366

 

 

$

48,932

 

 

$

428,096

 

 

$

17,223

 

 

$

609

 

 

$

6,964

 

 

$

537,190

 

 

In addition, the adequacy of the Company’s allowance for loan losses is evaluated through reference to eight qualitative factors, listed below and ranked in order of importance:

 

1)

Changes in national and local economic conditions, including the condition of various market segments;

 

2)

Changes in the value of underlying collateral;

 

3)

Changes in volume of classified assets, measured as a percentage of capital;

 

4)

Changes in volume of delinquent loans;

 

5)

The existence and effect of any concentrations of credit and changes in the level of such concentrations;

 

6)

Changes in lending policies and procedures, including underwriting standards;

 

7)

Changes in the experience, ability and depth of lending management and staff; and

 

8)

Changes in the level of policy exceptions.

It has been the Company’s experience that the first five factors drive losses to a much greater extent than the last three factors; therefore, the first five factors are weighted more heavily. Qualitative factors are not assessed against loans rated “Excellent” or “Good,” as the Company has never experienced a loss within these categories.

For each segment and class of loans, management must exercise significant judgment to determine the estimation method that fits the credit risk characteristics of its various segments. Although this evaluation is inherently subjective, qualified management utilizes its significant knowledge and experience related to both the Company’s market and the history of the Company’s loan losses.

17


 

Impaired loans are individually evaluated and, if deemed appropriate, a specific allocation is made for these loans. In reviewing the loans classified as impaired loans totaling $2.6 million at September 30, 2019, specific valuation allowance was recognized after consideration was given for each borrowing as to the fair value of the collateral on the loan or the present value of expected future cash flows from the borrower.  The $9 thousand in the allowance total shown below as individually evaluated for impairment was attributed to the impaired student loans that required an allowance as of September 30, 2019 due to the loss of the insurance on this portfolio as discussed previously.

A summary of the transactions in the Allowance for Loan Losses by loan portfolio segment for the nine months ended September 30, 2019 and the year ended December 31, 2018 appears below (dollars in thousands):

 

Allowance for Loan Losses Rollforward by Portfolio Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the period ended September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

Loans

 

 

Real Estate

Construction

and Land

 

 

Real Estate

Mortgages

 

 

Consumer

Loans

 

 

Total

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2019

 

$

811

 

 

$

119

 

 

$

2,611

 

 

$

1,350

 

 

$

4,891

 

Charge-offs

 

 

(482

)

 

 

-

 

 

 

-

 

 

 

(1,088

)

 

 

(1,570

)

Recoveries

 

 

43

 

 

 

-

 

 

 

15

 

 

 

104

 

 

 

162

 

Provision for (recovery of) loan losses

 

 

(148

)

 

 

(13

)

 

 

(38

)

 

 

699

 

 

 

500

 

Ending Balance

 

$

224

 

 

$

106

 

 

$

2,588

 

 

$

1,065

 

 

$

3,983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending Balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

-

 

 

$

-

 

 

$

-

 

 

$

9

 

 

$

9

 

Collectively evaluated for impairment

 

 

224

 

 

 

106

 

 

 

2,588

 

 

 

1,056

 

 

 

3,974

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

-

 

 

$

15

 

 

$

1,007

 

 

$

1,603

 

 

$

2,625

 

Collectively evaluated for impairment

 

 

81,513

 

 

 

16,656

 

 

 

346,079

 

 

 

75,231

 

 

 

519,479

 

Ending Balance

 

$

81,513

 

 

$

16,671

 

 

$

347,086

 

 

$

76,834

 

 

$

522,104

 

 

As of and for the period ended December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

Loans

 

 

Real Estate

Construction

and Land

 

 

Real Estate

Mortgages

 

 

Consumer

Loans

 

 

Total

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2018

 

$

885

 

 

$

206

 

 

$

2,730

 

 

$

222

 

 

$

4,043

 

Charge-offs

 

 

(75

)

 

 

-

 

 

 

-

 

 

 

(1,022

)

 

 

(1,097

)

Recoveries

 

 

54

 

 

 

-

 

 

 

2

 

 

 

16

 

 

 

72

 

Provision for (recovery of) loan losses

 

 

(53

)

 

 

(87

)

 

 

(121

)

 

 

2,134

 

 

 

1,873

 

Ending Balance

 

$

811

 

 

$

119

 

 

$

2,611

 

 

$

1,350

 

 

$

4,891

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending Balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

-

 

 

$

-

 

 

$

-

 

 

$

90

 

 

$

90

 

Collectively evaluated for impairment

 

 

811

 

 

 

119

 

 

 

2,611

 

 

 

1,260

 

 

 

4,801

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

-

 

 

$

32

 

 

$

1,132

 

 

$

1,602

 

 

$

2,766

 

Collectively evaluated for impairment

 

 

85,027

 

 

 

17,492

 

 

 

351,746

 

 

 

80,159

 

 

 

534,424

 

Ending Balance

 

$

85,027

 

 

$

17,524

 

 

$

352,878

 

 

$

81,761

 

 

$

537,190

 

 

18


 

As previously mentioned, one of the major factors that the Company uses in evaluating the adequacy of its allowance for loan losses is changes in the volume of delinquent loans.  Management monitors payment activity on a regular basis.  For all classes of loans, the Company considers the entire balance of the loan to be contractually delinquent if the minimum payment is not received by the due date.  Interest and fees continue to accrue on past due loans until they are placed in nonaccrual or charged off.

The following tables show the aging of past due loans as of September 30, 2019 and December 31, 2018. (Dollars below reported in thousands.)

 

Past Due Aging as of

September 30, 2019

 

30-59

Days Past

Due

 

 

60-89

Days Past

Due

 

 

90 Days or

More Past

Due

 

 

Total Past

Due

 

 

Current

 

 

Total

Loans

 

 

90 Days

Past Due

and Still

Accruing

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial - organic

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

38,308

 

 

$

38,308

 

 

$

-

 

Commercial and industrial - government guaranteed

 

 

-

 

 

 

548

 

 

 

-

 

 

 

548

 

 

 

36,251

 

 

 

36,799

 

 

 

-

 

Commercial and industrial - syndicated

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,406

 

 

 

6,406

 

 

 

-

 

Real estate construction and land

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential construction

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,476

 

 

 

1,476

 

 

 

-

 

Commercial construction

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,290

 

 

 

6,290

 

 

 

-

 

Land and land development

 

 

266

 

 

 

14

 

 

 

-

 

 

 

280

 

 

 

8,625

 

 

 

8,905

 

 

 

-

 

Real estate mortgages

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family residential, first lien, investment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

42,625

 

 

 

42,625

 

 

 

-

 

1-4 family residential, first lien, owner occupied

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17,916

 

 

 

17,916

 

 

 

-

 

1-4 family residential, junior lien

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,643

 

 

 

2,643

 

 

 

-

 

1-4 family residential - purchased

 

 

-

 

 

 

503

 

 

 

-

 

 

 

503

 

 

 

17,836

 

 

 

18,339

 

 

 

-

 

Home equity lines of credit, first lien

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

8,954

 

 

 

8,954

 

 

 

-

 

Home equity lines of credit, junior lien

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,055

 

 

 

10,055

 

 

 

-

 

Farm

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

8,895

 

 

 

8,895

 

 

 

-

 

Multifamily

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

26,968

 

 

 

26,968

 

 

 

-

 

Commercial owner occupied

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

94,169

 

 

 

94,169

 

 

 

-

 

Commercial non-owner occupied

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

116,522

 

 

 

116,522

 

 

 

-

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer revolving credit

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

24,987

 

 

 

24,987

 

 

 

-

 

Consumer all other credit

 

 

1

 

 

 

22

 

 

 

-

 

 

 

23

 

 

 

4,306

 

 

 

4,329

 

 

 

-

 

Student loans purchased

 

 

657

 

 

 

411

 

 

 

521

 

 

 

1,589

 

 

 

45,929

 

 

 

47,518

 

 

 

199

 

Total Loans

 

$

924

 

 

$

1,498

 

 

$

521

 

 

$

2,943

 

 

$

519,161

 

 

$

522,104

 

 

$

199

 

19


 

 

Past Due Aging as of

December 31, 2018

 

30-59

Days Past

Due

 

 

60-89

Days Past

Due

 

 

90 Days or

More Past

Due

 

 

Total Past

Due

 

 

Current

 

 

Total

Loans

 

 

90 Days

Past Due

and Still

Accruing

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial - organic

 

$

50

 

 

$

172

 

 

$

-

 

 

$

222

 

 

$

41,304

 

 

$

41,526

 

 

$

-

 

Commercial and industrial - government guaranteed

 

 

-

 

 

 

-

 

 

 

548

 

 

 

548

 

 

 

30,819

 

 

 

31,367

 

 

 

548

 

Commercial and industrial - syndicated

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12,134

 

 

 

12,134

 

 

 

-

 

Real estate construction and land

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential construction

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,552

 

 

 

1,552

 

 

 

-

 

Commercial construction

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,078

 

 

 

5,078

 

 

 

-

 

Land and land development

 

 

1

 

 

 

-

 

 

 

15

 

 

 

16

 

 

 

10,878

 

 

 

10,894

 

 

 

15

 

Real estate mortgages

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family residential, first lien, investment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

40,311

 

 

 

40,311

 

 

 

-

 

1-4 family residential, first lien, owner occupied

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

16,775

 

 

 

16,775

 

 

 

-

 

1-4 family residential, junior lien

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,169

 

 

 

3,169

 

 

 

-

 

1-4 family residential - purchased

 

 

954

 

 

 

-

 

 

 

-

 

 

 

954

 

 

 

17,693

 

 

 

18,647

 

 

 

-

 

Home equity lines of credit, first lien

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

8,325

 

 

 

8,325

 

 

 

-

 

Home equity lines of credit, junior lien

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,912

 

 

 

10,912

 

 

 

-

 

Farm

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,397

 

 

 

10,397

 

 

 

-

 

Multifamily

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

27,328

 

 

 

27,328

 

 

 

-

 

Commercial owner occupied

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

93,800

 

 

 

93,800

 

 

 

-

 

Commercial non-owner occupied

 

 

75

 

 

 

-

 

 

 

-

 

 

 

75

 

 

 

123,139

 

 

 

123,214

 

 

 

-

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer revolving credit

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

21,540

 

 

 

21,540

 

 

 

-

 

Consumer all other credit

 

 

4

 

 

 

599

 

 

 

-

 

 

 

603

 

 

 

4,927

 

 

 

5,530

 

 

 

-

 

Student loans purchased

 

 

850

 

 

 

463

 

 

 

754

 

 

 

2,067

 

 

 

52,624

 

 

 

54,691

 

 

 

332

 

Total Loans

 

$

1,934

 

 

$

1,234

 

 

$

1,317

 

 

$

4,485

 

 

$

532,705

 

 

$

537,190

 

 

$

895

 

 

Note 5.  Net Income Per Share

On June 13, 2019, the Board of Directors approved a stock dividend of five percent (5%) on the outstanding shares of common stock of the Company (or .05 share for each share outstanding) which was issued on July 5, 2019 to all shareholders of record as of the close of business on June 26, 2019, referred to as the “5% Stock Dividend”.  Shareholders received cash in lieu of any fractional shares that they otherwise would have been entitled to receive in connection with the stock dividend.  The price paid for fractional shares was based on the volume-weighted average price of a share of common stock for the most recent three (3) days prior to the record date during which a trade of the Company’s stock occurred.  

For the following table, share and per share data have been adjusted to reflect the 5% Stock Dividend. The table shows the weighted average number of shares used in computing net income per common share and the effect on the weighted average number of shares of diluted potential common stock for the three and nine months ended September 30, 2019 and 2018. Potential dilutive common stock equivalents have no effect on net income available to common shareholders. (Dollars below reported in thousands except per share data.)

 

Three Months Ended

 

September 30, 2019

 

 

September 30, 2018

 

 

 

Net

Income

 

 

Weighted

Average

Shares

 

 

Per

Share

Amount

 

 

Net

Income

 

 

Weighted

Average

Shares

 

 

Per

Share

Amount

 

Basic net income per share

 

$

1,897

 

 

 

2,689,092

 

 

$

0.71

 

 

$

2,160

 

 

 

2,669,199

 

 

$

0.81

 

Effect of dilutive stock options

 

 

-

 

 

 

1,050

 

 

 

-

 

 

 

-

 

 

 

20,521

 

 

 

(0.01

)

Diluted net income per share

 

$

1,897

 

 

$

2,690,142

 

 

$

0.71

 

 

$

2,160

 

 

$

2,689,720

 

 

$

0.80

 

 

20


 

Nine Months Ended

 

September 30, 2019

 

 

September 30, 2018

 

 

 

Net

Income

 

 

Weighted

Average

Shares

 

 

Per

Share

Amount

 

 

Net

Income

 

 

Weighted

Average

Shares

 

 

Per

Share

Amount

 

Basic net income per share

 

$

5,258

 

 

 

2,685,134

 

 

$

1.96

 

 

$

6,788

 

 

 

2,665,647

 

 

$

2.55

 

Effect of dilutive stock options

 

 

-

 

 

 

3,679

 

 

 

-

 

 

 

-

 

 

 

21,454

 

 

 

(0.03

)

Diluted net income per share

 

$

5,258

 

 

$

2,688,813

 

 

$

1.96

 

 

$

6,788

 

 

$

2,687,101

 

 

$

2.52

 

 

For the nine months ended September 30, 2019, there were 66,301 option shares, as adjusted, considered anti-dilutive and excluded from this calculation. For the nine months ended September 30, 2018, there were 65,888 options shares, as adjusted, considered anti-dilutive and excluded from this calculation.

Note 6.  Stock Incentive Plans

At the Annual Shareholders Meeting on May 21, 2014, shareholders approved the Virginia National Bankshares Corporation 2014 Stock Incentive Plan (“2014 Plan”). The 2014 Plan makes available up to 275,625 shares of the Company’s common stock, as adjusted by the 5% Stock Dividend and prior stock dividends, to be issued to plan participants. The 2014 Plan provides for granting of both incentive and nonqualified stock options, as well as restricted stock and other stock based awards. No new grants will be issued under the 2005 Plan as this plan has expired.

For all of the Company’s stock incentive plans (the “Plans”), the option price of incentive stock options will not be less than the fair value of the stock at the time an option is granted. Nonqualified stock options may be granted at prices established by the Board of Directors, including prices less than the fair value on the date of grant. Outstanding stock options generally expire ten years from the grant date. Stock options generally vest by the fourth or fifth anniversary of the date of the grant.

A summary of the shares issued and available under each of the Plans is shown below as of September 30, 2019.  Share data and exercise price range per share have been adjusted to reflect the 5% Stock Dividend.  Although the 2005 Plan has expired and no new grants will be issued under this plan, there were options issued before the plan expired that are still outstanding as shown below.

 

 

 

2005 Plan

 

 

2014 Plan

 

Aggregate shares issuable

 

 

253,575

 

 

 

275,625

 

Options or shares issued, net of forfeited and expired options

 

 

(59,870

)

 

 

(84,047

)

Cancelled due to Plan expiration

 

 

(193,705

)

 

 

-

 

Remaining available for grant

 

 

-

 

 

 

191,578

 

 

 

 

 

 

 

 

 

 

Grants issued and outstanding:

 

 

 

 

 

 

 

 

Total vested and unvested shares

 

 

1,379

 

 

 

67,404

 

Fully vested shares

 

 

1,379

 

 

 

13,171

 

Exercise price range

 

$13.69 to

 

 

$27.39 to

 

 

 

$

13.69

 

 

$

42.62

 

 

The Company accounts for all of its stock incentive plans under recognition and measurement accounting principles which require that the compensation cost relating to stock-based payment transactions be recognized in the financial statements. Stock-based compensation arrangements include stock options and restricted stock. All stock-based payments to employees are required to be valued at a fair value on the date of grant and expensed based on that fair value over the applicable vesting period. For the nine months ended September 30, 2019 and 2018, the Company recognized $71 thousand and $41 thousand, respectively, in compensation expense for stock options. As of September 30, 2019, there was $336 thousand in unrecognized compensation expense remaining to be recognized in future reporting periods through 2024.

21


 

Stock Options

Changes in the stock options outstanding related to all of the Plans are summarized below.  Share and per share data have been adjusted to reflect the 5% Stock Dividend. (Dollars in thousands except per share data):

 

 

 

September 30, 2019

 

 

 

Number of Options

 

 

Weighted Average

Exercise Price

 

 

Aggregate

Intrinsic Value

 

Outstanding at January 1, 2019

 

 

86,594

 

 

$

36.21

 

 

 

 

 

Issued

 

 

420

 

 

 

36.19

 

 

 

 

 

Exercised

 

 

(5,976

)

 

 

(17.04

)

 

$

120

 

Expired

 

 

(12,255

)

 

 

(16.56

)

 

 

 

 

Outstanding at September 30, 2019

 

 

68,783

 

 

$

41.38

 

 

$

43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable at September 30, 2019

 

 

14,550

 

 

$

39.52

 

 

$

32

 

 

The fair value of any stock option grant is estimated at the grant date using the Black-Scholes pricing model. Stock option grants for 420 and 65,888 shares, as adjusted for the 5% Stock Dividend, were issued during the nine months ended September 30, 2019 and 2018, respectively.  The fair value of each option granted in 2019 was estimated based on the assumptions noted in the following table:

 

 

 

For the nine months ended

 

 

 

September 30, 2019

 

Expected volatility1

 

 

16.88

%

Expected dividends2

 

 

3.24

%

Expected term (in years)3

 

 

6.50

 

Risk-free rate4

 

 

1.83

%

 

 

1

Based on the monthly historical volatility of the Company’s stock price over the expected life of the options.

 

 

2

Calculated as the ratio of historical dividends paid per share of common stock to the stock price on the date of grant.

 

 

3

Based on the average of the contractual life and vesting period for the respective option.

 

 

4

Based upon an interpolated US Treasury yield curve interest rate that corresponds to the contractual life of the option, in effect at the time of the grant.

 

Summary information pertaining to options outstanding at September 30, 2019 is shown below. Share and per share data have been adjusted to reflect the 5% Stock Dividend.

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Exercise Price

 

Number of

Options

Outstanding

 

 

Weighted-

Average

Remaining

Contractual Life

 

Weighted-

Average

Exercise

Price

 

 

Number of

Options

Exercisable

 

 

Weighted-

Average

Exercise

Price

 

$10.65 to $20.00

 

 

1,379

 

 

3.5 Years

 

$

13.69

 

 

 

1,379

 

 

$

13.69

 

$20.01 to $30.00

 

 

1,103

 

 

7.6 Years

 

 

27.39

 

 

 

 

 

 

 

$30.01 to $40.00

 

 

8,820

 

 

8.7 Years

 

 

39.36

 

 

 

1,680

 

 

 

39.52

 

$40.01 to $42.62

 

 

57,481

 

 

8.7 Years

 

 

42.62

 

 

 

11,491

 

 

 

42.62

 

Total

 

 

68,783

 

 

8.6 Years

 

$

41.38

 

 

 

14,550

 

 

$

39.52

 

 

22


 

Stock Grants

On February 20, 2019, a total of 11,535 shares of stock, as adjusted for the 5% Stock Dividend, were granted to non-employee directors and certain members of executive management for services to be provided during the year ending December 31, 2019. Based on the market price on February 20, 2019 of $36.72, as adjusted for the 5% Stock Dividend, the total expense for these shares will be $424 thousand which is being expensed over the twelve months of 2019 as those services are provided.  For the nine months ended September 30, 2019, $318 thousand of this total has been realized in stock grant expense.  In addition, in September 2019, 4,000 restricted shares were granted to certain members of executive management, vesting over a four-year period.  $3 thousand of expense related to such restricted shares was recognized during the third quarter of 2019.  There were no stock grants issued during the year ended December 31, 2018.

Note 7.  Fair Value Measurements

Determination of Fair Value

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. This codification clarifies that the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in the principal or most advantageous market for the asset or liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy

In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

 

 

Level 1 –

 

Valuation is based on quoted prices in active markets for identical assets and liabilities.

 

 

 

 

 

Level 2 –

 

Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.

 

 

 

 

 

Level 3 –

 

Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market

 

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the consolidated financial statements:

Securities available for sale

Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are

23


 

derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2).

The following tables present the balances measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018 (dollars in thousands):

 

 

 

 

 

 

 

Fair Value Measurements at September 30, 2019 Using:

 

 

 

 

 

 

 

Quoted Prices

in Active

Markets for

Identical Assets

 

 

Significant

Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

Description

 

Balance

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

11,975

 

 

$

-

 

 

$

11,975

 

 

$

-

 

Mortgage-backed securities/CMOs

 

 

50,771

 

 

 

-

 

 

 

50,771

 

 

 

-

 

Municipal bonds

 

 

15,184

 

 

 

-

 

 

 

15,184

 

 

 

-

 

Total securities available for sale

 

$

77,930

 

 

$

-

 

 

$

77,930

 

 

$

-

 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2018 Using:

 

 

 

 

 

 

 

Quoted Prices

in Active

Markets for

Identical Assets

 

 

Significant

Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

Description

 

Balance

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

18,974

 

 

$

-

 

 

$

18,974

 

 

$

-

 

Mortgage-backed securities/CMOs

 

 

25,063

 

 

 

-

 

 

 

25,063

 

 

 

-

 

Municipal bonds

 

 

17,355

 

 

 

-

 

 

 

17,355

 

 

 

-

 

Total securities available for sale

 

$

61,392

 

 

$

-

 

 

$

61,392

 

 

$

-

 

 

Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write downs of individual assets. The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the consolidated financial statements:

Other Real Estate Owned

Other real estate owned (“OREO”) is measured at fair value less cost to sell, based on an appraisal conducted by an independent, licensed appraiser outside of the Company. If the collateral value is significantly adjusted due to differences in the comparable properties, or is discounted by the Company because of marketability, then the fair value is considered Level 3. OREO is measured at fair value on a nonrecurring basis. Any initial fair value adjustment is charged against the Allowance for Loan Losses.  Subsequent fair value adjustments are recorded in the period incurred and included in other noninterest expense on the Consolidated Statements of Income. As of September 30, 2019 and December 31, 2018, the Company had no OREO property.

Impaired Loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected when due. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral, or using the present value of expected future cash flows discounted at the loan’s effective interest rate, which is not a fair value measurement. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data

24


 

(Level 2). However, if the collateral value is significantly adjusted due to differences in the comparable properties, or is discounted by the Company because of marketability, then the fair value is considered Level 3.

Impaired loans that are measured based on expected future cash flows discounted at the loan’s effective interest rate rather than the market rate of interest are not recorded at fair value, and are therefore excluded from fair value disclosure requirements.

The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3).

Impaired loans allocated to the Allowance for Loan Losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income. The Company had impaired loans of $2.6 million as of September 30, 2019 and $2.8 million as of December 31, 2018. All impaired loans were measured based on expected future cash flows discounted at the loan’s effective interest rate.

ASC 825, “Financial Instruments,” requires disclosures about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The company uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.  

The carrying values and estimated fair values of the Company's financial instruments as of September 30, 2019 and December 31, 2018 are as follows (dollars in thousands):

 

 

 

 

 

 

 

Fair Value Measurements at September 30, 2019 Using:

 

 

 

 

 

 

 

Quoted Prices

in Active

Markets for

Identical Assets

 

 

Significant

Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

 

 

 

 

 

 

Carrying value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Fair Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent

 

$

27,855

 

 

$

27,855

 

 

$

-

 

 

$

-

 

 

$

27,855

 

Available for sale securities

 

 

77,930

 

 

 

-

 

 

 

77,930

 

 

 

-

 

 

 

77,930

 

Loans, net

 

 

518,121

 

 

 

-

 

 

 

-

 

 

 

504,370

 

 

 

504,370

 

Bank owned life insurance

 

 

16,301

 

 

 

-

 

 

 

16,301

 

 

 

-

 

 

 

16,301

 

Accrued interest receivable

 

 

2,258

 

 

 

-

 

 

 

338

 

 

 

1,920

 

 

 

2,258

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interest-bearing transaction, money market, and savings accounts

 

$

455,854

 

 

$

-

 

 

$

455,854

 

 

$

-

 

 

$

455,854

 

Certificates of deposit

 

 

123,592

 

 

 

-

 

 

 

124,278

 

 

 

-

 

 

 

124,278

 

Accrued interest payable

 

 

363

 

 

 

-

 

 

 

363

 

 

 

-

 

 

 

363

 

25


 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2018 Using:

 

 

 

 

 

 

 

Quoted Prices

in Active

Markets for

Identical Assets

 

 

Significant

Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

 

 

 

 

 

 

Carrying value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Fair Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent

 

$

18,874

 

 

$

18,874

 

 

$

-

 

 

$

-

 

 

$

18,874

 

Available for sale securities

 

 

61,392

 

 

 

-

 

 

 

61,392

 

 

 

-

 

 

 

61,392

 

Loans, net

 

 

532,299

 

 

 

-

 

 

 

-

 

 

 

514,917

 

 

 

514,917

 

Bank owned life insurance

 

 

16,790

 

 

 

-

 

 

 

16,790

 

 

 

-

 

 

 

16,790

 

Accrued interest receivable

 

 

2,100

 

 

 

-

 

 

 

342

 

 

 

1,758

 

 

 

2,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interest-bearing transaction and money market accounts

 

$

464,002

 

 

$

-

 

 

$

464,002

 

 

$

-

 

 

$

464,002

 

Certificates of deposit

 

 

108,531

 

 

 

-

 

 

 

108,323

 

 

 

-

 

 

 

108,323

 

Accrued interest payable

 

 

243

 

 

 

-

 

 

 

243

 

 

 

-

 

 

 

243

 

 

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. Consequently, the fair values of the Company’s financial instruments will fluctuate when interest rate levels change, and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk; however, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

Note 8.  Other Comprehensive Income

A component of the Company’s other comprehensive income, in addition to net income from operations, is the recognition of the unrealized gains and losses on available for sale securities, net of income taxes.  Reclassifications of realized gains and losses on available for sale securities are reported in the income statement as “Gains (losses) on sales and calls of securities” with the corresponding income tax effect reflected as a component of income tax expense.  Amounts reclassified out of accumulated other comprehensive income are presented below for the three and nine months ended September 30, 2019 and 2018 (dollars in thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2019

 

 

September 30, 2018

 

 

September 30, 2019

 

 

September 30, 2018

 

Available for sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized gains on sales of securities

 

$

7

 

 

$

-

 

 

$

71

 

 

$

-

 

Tax effect

 

 

(1

)

 

 

-

 

 

 

(15

)

 

 

-

 

Realized gains, net of tax

 

$

6

 

 

$

-

 

 

$

56

 

 

$

-

 

 

26


 

Note 9.  Segment Reporting

Beginning in 2019, the Company has four reportable segments.  Each reportable segment is a strategic business unit that offers different products and services.  They are managed separately, because each segment appeals to different markets and, accordingly, require different technology and marketing strategies.  The accounting policies of the segments are the same as those described in the summary of significant accounting policies provided earlier in this report.  

The four reportable segments are:

 

Bank - The commercial banking segment involves making loans and generating deposits from individuals, businesses and charitable organizations.  Loan fee income, service charges from deposit accounts, and other non-interest-related fees, such as fees for debit cards and ATM usage and fees for treasury management services, generate additional income for the Bank segment.

 

VNB Investment Services - VNB Investment Services offers wealth management and investment advisory services.  Revenue for this segment is generated primarily from investment advisory and financial planning fees, with a small and decreasing portion attributable to brokerage commissions.  

 

VNB Trust & Estate Services – VNB Trust & Estate Services offers corporate trustee services, trust and estate administration, IRA administration and custody services.  Revenue for this segment is generated from administration, service and custody fees, as well as management fees which are derived from Assets Under Management and incentive income which is based on the investment returns generated on performance-based Assets Under Management.  Investment management services currently are offered through in-house and third-party managers.  In addition, royalty income, in the form of fixed and incentive fees, from the sale of Swift Run Capital Management, LLC in 2013 is reported as income of VNB Trust & Estate Services.  More information on royalty income and the related sale can be found under Summary of Significant Accounting Policies in Note 1 of the notes to consolidated financial statements, which is found in Item 8. Financial Statements and Supplementary Data, in the Company’s Form 10-K Report for December 31, 2018.

 

Masonry Capital - Masonry Capital offers investment management services for separately managed accounts and a private investment fund employing a value-based, catalyst-driven investment strategy.  Revenue for this segment is generated from management fees which are derived from Assets Under Management and incentive income which is based on the investment returns generated on performance-based Assets Under Management.

A management fee for administrative and technology support services provided by the Bank is allocated to the other three lines of business previously combined under VNB Wealth. For both the nine months ended September 30, 2019 and 2018, management fees totaling $75 thousand were charged by the Bank and eliminated in consolidated totals.

27


 

Segment information for the three and nine months ended September 30, 2019 and 2018 is shown in the following tables (dollars in thousands).

 

Three months ended September 30, 2019

 

Bank

 

 

VNB

Investment

Services

 

 

VNB Trust &

Estate

Services

 

 

Masonry

Capital

 

 

Consolidated

 

Net interest income

 

$

5,474

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

5,474

 

Provision for (recovery of) loan losses

 

 

(120

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(120

)

Noninterest income

 

 

786

 

 

 

159

 

 

 

314

 

 

 

68

 

 

 

1,327

 

Noninterest expense

 

 

3,905

 

 

 

155

 

 

 

308

 

 

 

193

 

 

 

4,561

 

Income before income taxes

 

 

2,475

 

 

 

4

 

 

 

6

 

 

 

(125

)

 

 

2,360

 

Provision for income taxes

 

 

487

 

 

 

1

 

 

 

1

 

 

 

(26

)

 

 

463

 

Net income

 

$

1,988

 

 

$

3

 

 

$

5

 

 

$

(99

)

 

$

1,897

 

Total assets

 

$

660,513

 

 

NR*

 

 

NR*

 

 

$

277

 

 

$

660,790

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2019

 

Bank

 

 

VNB

Investment

Services

 

 

VNB Trust &

Estate

Services

 

 

Masonry

Capital

 

 

Consolidated

 

Net interest income

 

$

16,503

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

16,503

 

Provision for loan losses

 

 

500

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

500

 

Noninterest income

 

 

2,496

 

 

 

451

 

 

 

1,008

 

 

 

131

 

 

 

4,086

 

Noninterest expense

 

 

11,777

 

 

 

438

 

 

 

918

 

 

 

524

 

 

 

13,657

 

Income before income taxes

 

 

6,722

 

 

 

13

 

 

 

90

 

 

 

(393

)

 

 

6,432

 

Provision for income taxes

 

 

1,234

 

 

 

3

 

 

 

19

 

 

 

(82

)

 

 

1,174

 

Net income

 

$

5,488

 

 

$

10

 

 

$

71

 

 

$

(311

)

 

$

5,258

 

 

*

Not reportable.  Asset information is not reported for these segments, as the assets previously allocated to VNB Wealth are reported at the Bank level subsequent to the merger of VNBTrust into the Bank effective July 1, 2018; also, assets specifically allocated to these VNB Wealth lines of business are insignificant and are no longer provided to the chief operating decision maker.  

Prior to January 1, 2019, Virginia National Bankshares Corporation had two reportable segments, the Bank and VNB Wealth.

 

Three months ended September 30, 2018

 

Bank

 

 

VNB Wealth

 

 

Consolidated

 

Net interest income

 

$

5,791

 

 

 

-

 

 

$

5,791

 

Provision for loan losses

 

 

285

 

 

 

-

 

 

 

285

 

Noninterest income

 

 

700

 

 

 

570

 

 

 

1,270

 

Noninterest expense

 

 

3,542

 

 

 

547

 

 

 

4,089

 

Income before income taxes

 

 

2,664

 

 

 

23

 

 

 

2,687

 

Provision for income taxes

 

 

522

 

 

 

5

 

 

 

527

 

Net income

 

$

2,142

 

 

$

18

 

 

$

2,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2018

 

Bank

 

 

VNB Wealth

 

 

Consolidated

 

Net interest income

 

$

17,106

 

 

$

73

 

 

$

17,179

 

Provision for loan losses

 

 

890

 

 

 

-

 

 

 

890

 

Noninterest income

 

 

2,046

 

 

 

2,245

 

 

 

4,291

 

Noninterest expense

 

 

10,547

 

 

 

1,586

 

 

 

12,133

 

Income before income taxes

 

 

7,715

 

 

 

732

 

 

 

8,447

 

Provision for income taxes

 

 

1,505

 

 

 

154

 

 

 

1,659

 

Net income

 

$

6,210

 

 

$

578

 

 

$

6,788

 

 

28


 

Note 10.  Leases

On January 1, 2019, the Company adopted ASU No. 2016-02 “Leases (Topic 842)” and all subsequent ASUs that modified Topic 842. The Company elected the prospective application approach provided by ASU 2018-11 and did not adjust prior periods for ASC 842.  The Company also elected certain practical expedients within the standard and consistent with such elections did not reassess whether any expired or existing contracts are or contain leases, did not reassess the lease classification for any expired or existing leases, and did not reassess any initial direct costs for existing leases.  Lease payments for short-term leases are recognized as lease expense on a straight-line basis over the lease term.  Payments for leases with terms longer than twelve months are included in the determination of the lease liability.  

The implementation of the new standard resulted in recognition of a right-of-use asset and lease liability of $4.3 million at the date of adoption, which is related to the Company’s lease of premises used in operations. The right-of-use asset and lease liability are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets.

Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows.  Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease for a term similar to the length of the lease, including any probable renewal options available.  Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor.

Each of the Company’s long-term lease agreements are classified as operating leases.  Certain of these leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liabilities to the extent the options are reasonably assured of being exercised.  The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The following tables present information about the Company’s leases (dollars in thousands):

 

 

 

September 30, 2019

 

Lease liability

 

$

3,776

 

Right-of-use asset

 

$

3,754

 

Weighted average remaining lease term

 

5.28 years

 

Weighted average discount rate

 

 

2.84

%

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

Lease Expense

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Operating lease expense

 

$

203

 

 

NR*

 

 

$

611

 

 

NR*

 

Short-term lease expense

 

 

34

 

 

NR*

 

 

 

107

 

 

NR*

 

Total lease expense

 

$

237

 

 

$

225

 

 

$

718

 

 

$

676

 

Cash paid for amounts included in lease liabilities

 

$

196

 

 

NR*

 

 

$

589

 

 

NR*

 

 

 

*

Not reportable

29


 

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities is as follows (dollars in thousands):

 

Undiscounted Cash Flow

 

September 30, 2019

 

Three months ending December 31, 2019

 

$

198

 

Twelve months ending December 31, 2020

 

 

799

 

Twelve months ending December 31, 2021

 

 

807

 

Twelve months ending December 31, 2022

 

 

767

 

Twelve months ending December 31, 2023

 

 

680

 

Twelve months ending December 31, 2024

 

 

469

 

Thereafter

 

 

354

 

Total undiscounted cash flows

 

$

4,074

 

Less:  Discount

 

 

(298

)

Lease liability

 

$

3,776

 

 

Note 11. Commitments and Contingent Liabilities

During the third quarter of 2019, the Company settled two claims, both relating to the same matter, seeking to recover approximately $2.7 million.  While management did not believe that the claims against the Company had merit and was prepared to vigorously defend such claims, the Company agreed to settle for $460 thousand. The Company accrued a contingent liability of $300 thousand related to these claims in the second quarter of 2019 and additional expense of $160 thousand in the third quarter of 2019.  The settlement amount has been recognized as a loss and appears as Settlement of claims within noninterest expense in the Consolidated Statements of Income for the nine months ended September 30, 2019.   There are no material pending claims against the Company at this time.

30


 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with Virginia National Bankshares Corporation’s consolidated financial statements, and notes thereto, for the year ended December 31, 2018, included in the Company’s 2018 Form 10-K. Per share data for September 30, 2019 and all preceding periods disclosed have been adjusted to reflect the 5% stock dividend effective July 5, 2019 (the “5% Stock Dividend”).  Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results for the year ending December 31, 2019 or any future period.

FORWARD-LOOKING STATEMENTS AND FACTORS THAT COULD AFFECT FUTURE RESULTS

Certain statements contained or incorporated by reference in this quarterly report on Form 10-Q, including but not limited to, statements concerning future results of operations or financial position, borrowing capacity and future liquidity, future investment results, future credit exposure, future loan losses and plans and objectives for future operations, change in laws and regulations applicable to the Company and its subsidiaries, adequacy of funding sources, actuarial expected benefit payment, valuation of foreclosed assets, regulatory requirements, economic environment and other statements contained herein regarding matters that are not historical facts, are “forward-looking statements” as defined in the Securities Exchange Act of 1934. Such statements are often characterized by use of qualified words such as “expect,” “believe,” “estimate,” “project,” “anticipate,” “intend,” “will,” “should” or words of similar meaning or other statements concerning the opinions or judgment of the Company and its management about future events. These statements are not historical facts but instead are subject to numerous assumptions, risks and uncertainties, and represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Any forward-looking statements made by the Company speak only as of the date on which such statements are made. Our actual results and financial position may differ materially from the anticipated results and financial condition indicated in or implied by these forward-looking statements. The Company makes no commitment to update or revise forward-looking statements in order to reflect new information or subsequent events or changes in expectations.

Factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following: inflation, interest rates, market and monetary fluctuations; geopolitical developments including acts of war and terrorism and their impact on economic conditions; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes, particularly declines, in economic and business conditions, both generally and in the local markets in which the Company operates; the financial condition of the Company’s borrowers; competitive pressures on loan and deposit pricing and demand; changes in technology and their impact on the marketing of new products and services and the acceptance of these products and services by new and existing customers; the willingness of customers to substitute competitors’ products and services for the Company’s products and services; the impact of changes in financial services laws and regulations (including laws concerning taxes, banking, securities and insurance); changes in accounting principles, policies and guidelines; the ability to retain key personnel; incorrect assumptions regarding the allowance for loan losses; risks and assumptions associated with mergers and acquisitions and other expansion activities; other risks and uncertainties described from time to time in press releases and other public filings; and the Company’s performance in managing the risks involved in any of the foregoing. The foregoing list of important factors is not exclusive, and the Company will not update any forward-looking statement, whether written or oral, that may be made from time to time.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The accounting and reporting policies followed by the Company conform, in all material respects, to GAAP and to general practices within the financial services industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While the Company bases estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates.

The Company considers accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain, and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s consolidated financial statements. The Company’s accounting policies are fundamental to understanding management’s discussion and analysis of financial condition and results of operations.

31


 

For additional information regarding critical accounting policies, refer to the Application of Critical Accounting Policies and Critical Accounting Estimates section under Item 7 in the Company’s 2018 Form 10-K.  There have been no significant changes in the Company’s application of critical accounting policies since December 31, 2018.

FINANCIAL CONDITION

Total assets

The total assets of the Company as of September 30, 2019 were $660.8 million.  This is a $16.0 million increase from the $644.8 million total assets reported at December 31, 2018 and a $34.0 million increase from the $626.8 million reported at September 30, 2018.  A $16.5 million increase in securities since December 31, 2018 was the major reason for the increase in assets since year-end.  In addition, fed funds sold increased $6.9 million, while right of use assets, included in accrued interest receivable and other assets, increased $3.8 million.  These increases during the first nine months of 2019 were offset by a decrease in gross loans of $15.1 million.  

Federal funds sold

The Company had overnight federal funds sold of $14.0 million as of September 30, 2019, compared to $7.1 million as of December 31, 2018 and $1.1 million as of September 30, 2018. Any excess funds are sold on a daily basis in the federal funds market.  The Company intends to maintain sufficient liquidity at all times to meet its funding commitments.

The Company continues to participate in the Federal Reserve Bank of Richmond’s Excess Balance Account (“EBA”). The EBA is a limited-purpose account at the Federal Reserve Bank for the maintenance of excess cash balances held by financial institutions. The EBA eliminates the potential of concentration risk that comes with depositing excess balances with one or multiple correspondent banks.

Securities

The Company’s investment securities portfolio as of September 30, 2019 totaled $79.6 million, an increase of $16.5 million compared with the $63.1 million reported at December 31, 2018 and an increase of $15.4 million from the $64.2 million reported at September 30, 2018.  Management proactively manages the mix of earning assets and cost of funds to maximize the earning capacity of the Company.  At September 30, 2019 and September 30, 2018, the investment securities holdings represented 12.0% and 10.2% of the Company’s total assets, respectively.

The Company’s investment securities portfolio included restricted securities totaling $1.7 million as of September 30, 2019 and December 31, 2018, compared to $2.1 million as of September 30, 2018. These securities represent stock in the Federal Reserve Bank of Richmond (“FRB-R”), the Federal Home Loan Bank of Atlanta (“FHLB-A”), and CBB Financial Corporation (“CBBFC”), the holding company for Community Bankers Bank. The level of FRB-R and FHLB-A stock that the Company is required to hold is determined in accordance with membership guidelines provided by the Federal Reserve Bank Board of Governors and the Federal Home Loan Bank of Atlanta, respectively. The decrease compared to September 30, 2018 was due to the decrease in the Company’s short-term borrowing initiated with the FHLB-A from the third quarter of 2018 to the third quarter of 2019. Stock ownership in the bank holding company for Community Bankers’ Bank provides the Bank with several benefits that are not available to non-shareholder correspondent banks. None of these restricted securities are traded on the open market and can only be redeemed by the respective issuer.

At September 30, 2019, the unrestricted securities portfolio totaled $77.9 million. The following table summarizes the Company's available for sale securities by type as of September 30, 2019, December 31, 2018, and September 30, 2018 (dollars in thousands):

 

 

 

September 30, 2019

 

 

December 31, 2018

 

 

September 30, 2018

 

 

 

 

 

 

 

Percent

 

 

 

 

 

 

Percent

 

 

 

 

 

 

Percent

 

 

 

Balance

 

 

of Total

 

 

Balance

 

 

of Total

 

 

Balance

 

 

of Total

 

U.S. Government agencies

 

$

11,975

 

 

 

15.4

%

 

$

18,974

 

 

 

30.9

%

 

$

18,718

 

 

 

30.1

%

Mortgage-backed securities/CMOs

 

 

50,771

 

 

 

65.1

%

 

 

25,063

 

 

 

40.8

%

 

 

25,877

 

 

 

41.7

%

Municipal bonds

 

 

15,184

 

 

 

19.5

%

 

 

17,355

 

 

 

28.3

%

 

 

17,505

 

 

 

28.2

%

Total available for sale securities

 

$

77,930

 

 

 

100.0

%

 

$

61,392

 

 

 

100.0

%

 

$

62,100

 

 

 

100.0

%

 

32


 

The securities are held primarily for earnings, liquidity, and asset/liability management purposes and are reviewed quarterly for possible other-than-temporary impairments.  During this review, management analyzes the length of time the fair value has been below cost, the expectation for that security’s performance, the creditworthiness of the issuer, and the Company’s intent and ability to hold the security to recovery or maturity.  These factors are analyzed for each individual security.

Loan portfolio

A management objective is to grow loan balances while maintaining the asset quality of the loan portfolio. The Company seeks to achieve this objective by maintaining rigorous underwriting standards coupled with regular evaluation of the creditworthiness of, and the designation of lending limits for, each borrower. The portfolio strategies include seeking industry, loan size, and loan type diversification in order to minimize credit exposure and originating loans in markets with which the Company is familiar. The predominant market area for loans includes Charlottesville, Albemarle County, Harrisonburg, Winchester, Frederick County, Richmond and areas in the Commonwealth of Virginia that are within a 75 mile radius of any Virginia National Bank office.

As of September 30, 2019, total loans were $522.1 million, compared to $537.2 million as of December 31, 2018 and $527.3 million at September 30, 2018. Loans as a percentage of total assets at September 30, 2019 were 79.0%, compared to 84.1% as of September 30, 2018. Loans as a percentage of deposits at September 30, 2019 were 90.1%, compared to 97.9% as of September 30, 2018.

The following table summarizes the Company's loan portfolio by type of loan as of September 30, 2019, December 31, 2018, and September 30, 2018 (dollars in thousands):

 

 

 

September 30, 2019

 

 

December 31, 2018

 

 

September 30, 2018

 

 

 

Balance

 

 

Percent

of Total

 

 

Balance

 

 

Percent

of Total

 

 

Balance

 

 

Percent

of Total

 

Commercial and industrial

 

$

81,513

 

 

 

15.6

%

 

$

85,027

 

 

 

15.8

%

 

$

89,579

 

 

 

17.0

%

Real estate - commercial

 

 

246,554

 

 

 

47.2

%

 

 

254,739

 

 

 

47.4

%

 

 

250,368

 

 

 

47.5

%

Real estate - residential mortgage

 

 

100,532

 

 

 

19.3

%

 

 

98,139

 

 

 

18.3

%

 

 

81,845

 

 

 

15.5

%

Real estate - construction

 

 

16,671

 

 

 

3.2

%

 

 

17,524

 

 

 

3.3

%

 

 

18,781

 

 

 

3.5

%

Consumer loans

 

 

76,834

 

 

 

14.7

%

 

 

81,761

 

 

 

15.2

%

 

 

86,754

 

 

 

16.5

%

Total loans

 

$

522,104

 

 

 

100.0

%

 

$

537,190

 

 

 

100.0

%

 

$

527,327

 

 

 

100.0

%

 

Loan balances declined $15.1 million, or 2.8%, since December 31, 2018 and declined $5.2 million, or 1.0%, from September 30, 2018. Since year-end, the loan fluctuation consisted of $24.8 million in new funding from organic loan growth and $7.1 million in purchases of government guaranteed loans, offset by the following: 1) $27.6 million in regular payoffs and normal amortization; 2) $10.6 million in payoffs from businesses sold or properties sold by borrowers; 3) $5.4 million reduction in syndicated loans due to a refinance of one and a sale of a second loan; 4) $1.8 million in a participation purchased being recalled by the primary lender; and 5) $1.6 million in charge-offs.   The purchase of loans is considered a secondary strategy, which allows the Company to supplement organic loan growth. Purchased loans with balances outstanding of $109.0 million as of September 30, 2019 were comprised of:

 

Student loans totaling $47.5 million. The Company purchased two student loan packages in 2015 and a third in the fourth quarter of 2016.  A fourth tranche was closed in December 2017 for an additional $15.0 million.  Along with the purchase of these four packages of student loans, the Company purchased surety bonds to fully insure this portion of the Company’s consumer portfolio.  However, during June 2018, ReliaMax Surety, the insurance company which issued the surety bonds, was placed into liquidation due to insolvency.  Loss claims were filed for loans in default as of July 27, 2018, when the surety bonds were terminated, and the Company anticipates payment on approved claims.  Student loans continue to be profitable for the Company.

 

Loans guaranteed by a U.S. government agency (“government guaranteed”) totaling $36.8 million, inclusive of premium. During the fourth quarter of 2016, the Company began augmenting the commercial and industrial portfolio with government guaranteed loans which represent the portion of loans that are 100% guaranteed by either the United States Department of Agriculture (“USDA”) or the Small Business Administration (“SBA”); the originating institution holds the unguaranteed portion of each loan and services it. These government guaranteed portion of loans are typically purchased at a premium. In the event of early prepayment, the Company may need to write off any unamortized premium.  

33


 

 

Mortgage loans totaling $18.3 million.  In the fourth quarter of 2018, the Company purchased a package of 1-to-4 family residential mortgages.  Each of the 42 adjustable rate loans purchased were individually underwritten by the Company prior to the closing of the purchase.  The collateral on these loans is located primarily on the East Coast of the United States.

 

Syndicated loans totaling $6.4 million. Syndicated loans represent shared national credits in leveraged lending transactions and are included in the commercial and industrial portfolio. The Company has developed policies to limit overall credit exposure to the syndicated market, as well as limits by industry and amount per borrower.  Management proactively manages shared national credits and has opportunistically increased or decreased exposure over time. In the third quarter of 2019, we elected to sell our interest in a credit which significantly lowered our allowance for loan losses and allowed for a recovery of loan loss provision.  

Management will continue to evaluate loan purchase transactions to strengthen earnings, diversity the loan portfolio and supplement organic loan growth.  

Loan quality

Non-accrual loans totaled $337 thousand at September 30, 2019, compared to the $615 thousand and $566 thousand reported at December 31, 2018 and September 30, 2018, respectively. The Company had loans in its portfolio totaling $199 thousand, $895 thousand and $520 thousand, as of September 30, 2019, December 31, 2018 and September 30, 2018, respectively, that were ninety or more days past due, with all such loans still accruing interest as the Company deems them to be collectible.

At September 30, 2019, the Company had loans classified as impaired loans in the amount of $2.6 million, compared to $2.8 million at December 31, 2018 and September 30, 2018.  Based on regulatory guidance on Student Lending, the Company has classified 76 of its purchased student loans as TDRs for a total of $1.3 million as of September 30, 2019.  These borrowers that should have been in repayment have requested and been granted payment extensions or reductions exceeding the maximum lifetime allowable payment forbearance of twelve months (36 months lifetime allowance for military service), as permitted under the regulatory guidance, and are therefore considered restructurings.  Student loan borrowers are allowed in-school deferments, plus an automatic six-month grace period post in-school status, before repayment is scheduled to begin, and these deferments do not count toward the maximum allowable forbearance.  Management has evaluated these loans individually for impairment and included any potential loss in the allowance for loan loss; interest continues to accrue on these TDRs during any deferment and forbearance periods.

Management identifies potential problem loans through its periodic loan review process and considers potential problem loans as those loans classified as special mention, substandard, or doubtful.

Allowance for loan losses

In general, the Company determines the adequacy of its allowance for loan losses by considering the risk classification and delinquency status of loans and other factors.  Management may also establish specific allowances for loans which management believes require allowances greater than those allocated according to their risk classification.  The purpose of the allowance is to provide for losses inherent in the loan portfolio.  Since risks to the loan portfolio include general economic trends as well as conditions affecting individual borrowers, the allowance is an estimate.  The Company is committed to determining, on an ongoing basis, the adequacy of its allowance for loan losses.  The Company applies historical loss rates to various pools of loans based on risk rating classifications.  In addition, the adequacy of the allowance is further evaluated by applying estimates of loss that could be attributable to any one of the following eight qualitative factors:

 

1)

Changes in national and local economic conditions, including the condition of various market segments;

 

2)

Changes in the value of underlying collateral;

 

3)

Changes in volume of classified assets, measured as a percentage of capital;

 

4)

Changes in volume of delinquent loans;

 

5)

The existence and effect of any concentrations of credit and changes in the level of such concentrations;

 

6)

Changes in lending policies and procedures, including underwriting standards;

 

7)

Changes in the experience, ability and depth of lending management and staff; and

 

8)

Changes in the level of policy exceptions.

34


 

As discussed earlier, the Company utilizes a loss migration model.  Migration analysis uses loan level attributes to track the movement of loans through various risk classifications in order to estimate the percentage of losses likely in the portfolio.  

The relationship of the allowance for loan losses to total loans appears below (dollars in thousands):

 

 

 

September 30,

2019

 

 

December 31,

2018

 

 

September 30,

2018

 

Loans held for investment at period-end

 

$

522,104

 

 

$

537,190

 

 

$

527,327

 

Allowance for loan losses

 

$

3,983

 

 

$

4,891

 

 

$

4,678

 

Allowance as a percent of period-end loans

 

 

0.76

%

 

 

0.91

%

 

 

0.89

%

 

The Allowance for Loan Losses as a percentage of assets declined from 0.91% at December 31, 2018 to 0.76% at September 30, 2019 due to: 1) the recapture of a portion of the loan loss provision previously allocated to a shared national credit that was sold during the third quarter of 2019; 2) the lower level of delinquencies within the student loan portfolio; and 3) the decreased balances in the organic loan portfolio.  

 

Provisions for loan losses totaling $500 thousand and $890 thousand were recorded in the nine months ended September 30, 2019 and 2018, respectively.  The following is a summary of the changes in the allowance for loan losses for the nine months ended September 30, 2019 and 2018 (dollars in thousands):

 

 

 

2019

 

 

2018

 

Allowance for loan losses, January 1

 

$

4,891

 

 

$

4,043

 

Charge-offs

 

 

(1,570

)

 

 

(316

)

Recoveries

 

 

162

 

 

 

61

 

Provision for loan losses

 

 

500

 

 

 

890

 

Allowance for loan losses, September 30

 

$

3,983

 

 

$

4,678

 

 

For additional insight into management’s approach and methodology in estimating the allowance for loan losses, please refer to the earlier discussion of “Allowance for Loan Losses” in Note 4 of the Notes to Consolidated Financial Statements.  In addition, Note 4 includes details regarding the rollforward of the allowance by loan portfolio segments. The rollforward tables indicate the activity for loans that are charged-off, amounts received from borrowers as recoveries of previously charged-off loan balances, and the allocation by loan portfolio segment of the provision made during the period. The events that can positively impact the amount of allowance in a given loan segment include any one or all of the following: the recovery of a previously charged-off loan balance; the decline in the amount of classified or delinquent loans in a loan segment from the previous period, which most commonly occurs when these loans are repaid or are foreclosed; or when there are improvements in the ratios used to estimate the probability of loan losses. Improvements to the ratios could include lower historical loss rates, improvements to any of the qualitative factors mentioned above, or reduced loss expectations for individually-classified loans.

Management reviews the Allowance for Loan Losses on a quarterly basis to ensure it is adequate based upon the calculated potential losses inherent in the portfolio. Management believes the allowance for loan losses was adequately provided for as of September 30, 2019.

Premises and equipment

The Company’s premises and equipment, net of depreciation, as of September 30, 2019 totaled $6.4 million compared to $7.0 million as of December 31, 2018 and $7.2 million as of September 30, 2018. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed by the straight-line method based on the estimated useful lives of assets. Expenditures for repairs and maintenance are charged to expense as incurred. The costs of major renewals and betterments are capitalized and depreciated over their estimated useful lives. Upon disposition, assets and related accumulated depreciation are removed from the books, and any resulting gain or loss is charged to income.

As of September 30, 2019, the Company and its subsidiaries occupied five full-service banking facilities in the cities of Charlottesville and Winchester, as well as the county of Albemarle in Virginia. The Company also operates a drive-through location at 301 East Water Street, Charlottesville, Virginia. The Bank closed its Orange, Virginia office effective

35


 

April 13, 2018; expanded messenger service continues to be available to the customers within and surrounding Orange, Virginia.  

The multi-story office building at 404 People Place, Charlottesville, Virginia, located in Albemarle County, also serves as the Company’s corporate headquarters and operations center, as well as the principal offices of VNB Investment Services and Masonry Capital.  VNB Trust & Estate Services is located at 112 Third Street, SE, Charlottesville, Virginia.  

Both the Arlington Boulevard facility in Charlottesville and the People Place facility also contain office space that is currently under lease to tenants.

Leases

$3.8 million of the increase in each of Other Assets and Other Liabilities resulted from the Company’s implementation of ASU 2016-02 “Leases” (Topic 842).  This implementation required the Company to recognize right-of-use assets, which are assets that represent the Company’s right to use, or control the use of, a specified asset for the lease term, offset by the lease liability, which is the Company’s obligation to make lease payments arising from a lease, measured on a discounted basis.  

Deposits

Depository accounts represent the Company’s primary source of funds and are comprised of demand deposits, interest-bearing checking, money market, and savings accounts as well as time deposits. These deposits have been provided predominantly by individuals, businesses and charitable organizations in the Charlottesville/Albemarle and Winchester areas.

Total deposits as of September 30, 2019 were $579.4 million, an increase of $6.9 million compared to the balances of $572.5 million at December 31, 2018, and an increase of $40.9 million compared to the $538.5 million total as of September 30, 2018.

 

Deposit accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

September 30, 2019

 

 

December 31, 2018

 

 

September 30, 2018

 

 

 

Balance

 

 

% of Total

Deposits

 

 

Balance

 

 

% of Total

Deposits

 

 

Balance

 

 

% of Total

Deposits

 

No cost and low cost deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest demand deposits

 

$

155,134

 

 

 

26.8

%

 

$

185,819

 

 

 

32.4

%

 

$

170,623

 

 

 

31.7

%

Interest checking accounts

 

 

110,152

 

 

 

19.0

%

 

 

106,884

 

 

 

18.7

%

 

 

87,418

 

 

 

16.2

%

Money market and savings deposit accounts

 

 

190,568

 

 

 

32.9

%

 

 

171,299

 

 

 

29.9

%

 

 

153,271

 

 

 

28.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total noninterest and low cost deposit accounts

 

 

455,854

 

 

 

78.7

%

 

 

464,002

 

 

 

81.0

%

 

 

411,312

 

 

 

76.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time deposit accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

 

96,040

 

 

 

16.5

%

 

 

81,265

 

 

 

14.2

%

 

 

84,164

 

 

 

15.6

%

CDARS deposits

 

 

27,552

 

 

 

4.8

%

 

 

27,266

 

 

 

4.8

%

 

 

43,026

 

 

 

8.0

%

Total certificates of deposit and other time deposits

 

 

123,592

 

 

 

21.3

%

 

 

108,531

 

 

 

19.0

%

 

 

127,190

 

 

 

23.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total deposit account balances

 

$

579,446

 

 

 

100.0

%

 

$

572,533

 

 

 

100.0

%

 

$

538,502

 

 

 

100.0

%

 

Noninterest-bearing demand deposits on September 30, 2019 were $155.1 million, representing 26.8% of total deposits. Interest-bearing transaction, money market, and savings accounts totaled $300.7 million, and represented 51.9% of total deposits at September 30, 2019. Collectively, noninterest-bearing and interest-bearing transaction and money market accounts represented 78.7% of total deposit accounts at September 30, 2019. These account types are an excellent source of low-cost funding for the Company.

The Company implemented insured cash sweep (“ICS®”) deposit products during the third quarter of 2018.  ICS® deposit balances of $18.8 million and $28.8 million are included in the interest checking accounts and the money market and

36


 

savings deposit accounts balances, respectively, in the table above, as of September 30, 2019.  As of December 31, 2018, ICS® deposit balances of $15.8 million and $21.0 million are included in the interest checking accounts and the money market and savings deposit account balances, respectively.

The remaining 21.3% of total deposits consisted of certificates of deposit and other time deposit accounts totaling $123.6 million at September 30, 2019. Included in this deposit total are Certificate of Deposit Account Registry Service CDs, known as CDARSTM, whereby depositors can obtain FDIC deposit insurance on account balances of up to $50 million. CDARSTM deposits totaled $27.6 million as of September 30, 2019, all of which were reciprocal balances for the Bank’s customers.

Borrowings

Short-term borrowings, consisting primarily of Federal Home Loan Bank (FHLB) advances and federal funds purchased, are additional sources of funds for the Company. The level of these borrowings is determined by various factors, including customer demand and the Company's ability to earn a favorable spread on the funds obtained.

Repurchase agreements, also referred to as securities sold under agreement to repurchase, were available to non-individual accountholders on an overnight term through the Company’s investment sweep product. Under the agreements to repurchase, invested funds were fully collateralized by security instruments that were pledged on behalf of customers utilizing this product.  The repurchase agreement product was discontinued by the Company effective December 31, 2018, in connection with the roll-out of ICS® to customers, and therefore, there were no balances in repurchase agreements as of September 30, 2019 or December 31, 2018.  Total balances in repurchase agreements as of September 30, 2018 were $7.2 million.  

The Company has a collateral dependent line of credit with the FHLB of Atlanta. As of September 30, 2019 and December 31, 2018, the Company had no outstanding balances from FHLB advances.  As of September 30, 2018, the Company had outstanding FHLB advances of $10.0 million.    

Additional borrowing arrangements maintained by the Bank include formal federal funds lines with four major regional correspondent banks. The Company had no outstanding balances on these lines as of September 30, 2019, December 31, 2018 or September 30, 2018.

Shareholders' equity and regulatory capital ratios

The following table displays the changes in shareholders' equity for the Company from December 31, 2018 to September 30, 2019 (dollars in thousands):

 

Equity, December 31, 2018

 

$

70,742

 

Net income

 

 

5,258

 

Other comprehensive income

 

 

1,340

 

Cash dividends declared

 

 

(2,381

)

Cash in lieu of fractional shares

 

 

(5

)

Stock granted

 

 

427

 

Stock options exercised

 

 

102

 

Equity increase due to expensing of stock options

 

 

71

 

Equity, September 30, 2019

 

$

75,554

 

 

The Basel III regulatory capital rules effective January 1, 2015 required the Company and its subsidiaries to comply with the following new minimum capital ratios: (i) a new common equity Tier 1 capital ratio of 4.50% of risk-weighted assets; (ii) a Tier 1 capital ratio of 6% of risk-weighted assets (increased from the prior requirement of 4.00%); (iii) a total capital ratio of 8.00% of risk-weighted assets (unchanged from the prior requirement); and (iv) a leverage ratio of 4.00% of total assets (unchanged from the prior requirement). These were the initial capital requirements.

Beginning January 1, 2016 a capital conservation buffer requirement began to be phased in over a four-year period, beginning at 0.625% of risk-weighted assets and increasing annually to 2.50% at January 1, 2019. Therefore, for the calendar year 2019, this 2.5% buffer effectively results in the minimum (i) common equity Tier 1 capital ratio of 7.00% of

37


 

risk-weighted assets; (ii) Tier 1 capital ratio of 8.50% of risk-weighted assets; and (iii) total capital ratio of 10.50% of risk-weighted assets.  The minimum leverage ratio remains at 4.00%.  For additional information regarding the new capital requirements, refer to the Supervision and Regulation section, under Item 1. Business, found in the Company’s Form 10-K Report for December 31, 2018.

Using the new capital requirements, the Company’s capital ratios remain well above the levels designated by bank regulators as "well capitalized" at September 30, 2019. Under the current risk-based capital guidelines of federal regulatory authorities, the Company’s common equity Tier 1 capital ratio and Tier 1 capital ratio are both at 14.76% of its risk-weighted assets and are in excess of the well-capitalized minimum capital requirements of 6.50% and 8.00%, respectively. Additionally, the Company has a total capital ratio of 15.55% of its risk-weighted assets and leverage ratio of 11.42% of total assets, which are both in excess of the well-capitalized minimum 10.00% and 5.00% levels, respectively, designated by bank regulators under “well capitalized” capital guidelines.

On September 17, 2019 the Federal Deposit Insurance Corporation finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations, referred to as, the community bank leverage ratio (CBLR) framework, as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework.

In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9 percent, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital.

The CBLR framework will be available for banks to use in their March 31, 2020 Call Report.  The Company has decided not to opt into the CBLR framework.

 

RESULTS OF OPERATIONS

Non-GAAP presentations

The Company, in referring to its net income and net interest income, is referring to income computed in accordance with GAAP, unless otherwise noted.  Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations also refer to various calculations that are non-GAAP presentations.  They include:

 

Fully taxable-equivalent (“FTE”) adjustments Net interest margin and efficiency ratios are presented on an FTE basis, consistent with SEC guidance in Industry Guide 3 which states that tax exempt income may be calculated on a tax equivalent basis.  This is a non-GAAP presentation. The FTE basis adjusts for the tax-exempt status of net interest income from certain investments using a federal tax rate of 21%, where applicable, to increase tax-exempt interest income to a taxable-equivalent basis.

 

Net interest margin Net interest margin (FTE) is calculated as net interest income, computed on an FTE basis, expressed as a percentage of average earning assets.  The Company believes this measure to be the preferred industry measurement of net interest margin and that it enhances comparability of net interest margin among peers in the industry.

 

Efficiency ratio – One of the ratios the Company monitors in its evaluation of operations is the efficiency ratio, which measures the cost to produce one dollar of revenue.  The Company computes its efficiency ratio (FTE) by dividing noninterest expense by the sum of net interest income (FTE) and noninterest income.  A lower ratio is an indicator of increased operational efficiency. This non-GAAP metric is used to assist investors in understanding how management assesses its ability to generate revenues from its non-funding-related expense base, as well as to align presentation of this financial measure with peers in the industry.  The Company believes this measure to be the preferred industry measurement of operational efficiency, which is consistent with Federal Deposit Insurance Corporation (“FDIC”) studies.

38


 

Net interest income is discussed in Management’s Discussion and Analysis on a GAAP basis, unless noted as “FTE”; and the reconcilement below shows the fully taxable-equivalent adjustment to net interest income to aid the reader in understanding the computations of net interest margin and the efficiency ratio on a non-GAAP basis (dollars in thousands):

 

Reconcilement of Non-GAAP

Measures:

 

For the three months ended

 

 

For the nine months ended

 

 

 

September 30, 2019

 

 

September 30, 2018

 

 

September 30, 2019

 

 

September 30, 2018

 

Net interest income

 

$

5,474

 

 

$

5,791

 

 

$

16,503

 

 

$

17,179

 

Fully taxable-equivalent adjustment

 

 

17

 

 

 

23

 

 

 

58

 

 

 

69

 

Net interest income (FTE)

 

$

5,491

 

 

$

5,814

 

 

$

16,561

 

 

$

17,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Efficiency ratio

 

 

67.1

%

 

 

57.9

%

 

 

66.3

%

 

 

56.5

%

Impact of FTE adjustment

 

 

-0.2

%

 

 

-0.2

%

 

 

-0.2

%

 

 

-0.2

%

Efficiency ratio (FTE)

 

 

66.9

%

 

 

57.7

%

 

 

66.1

%

 

 

56.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest margin

 

 

3.52

%

 

 

3.78

%

 

 

3.64

%

 

 

3.79

%

Fully tax-equivalent adjustment

 

 

0.02

%

 

 

0.02

%

 

 

0.02

%

 

 

0.02

%

Net interest margin (FTE)

 

 

3.54

%

 

 

3.80

%

 

 

3.66

%

 

 

3.81

%

 

Net income

Net income for the three months ended September 30, 2019 was $1.9 million, a 12.2% decrease compared to the $2.2 million reported for the three months ended September 30, 2018.  Net income per diluted share was $0.71 for the quarter ended September 30, 2019 compared to $0.80 per diluted share for the same quarter in the prior year, each adjusted to reflect the 5% Stock Dividend.  The decrease in net income for the third quarter of 2019, when compared to the same period of 2018, was driven by a $317 decrease in net interest income, a $219 thousand increase in salaries and employee benefits and a $160 thousand loss accrual, included in other noninterest expense, related to the settlement of pending and threatened legal proceedings, offset by $405 thousand positive fluctuation in the provision for (recovery of) loan losses. The loss accrual had the impact of reducing net income by $126 thousand and earnings per share, diluted and adjusted for the 5% Stock Dividend, by $0.05, in the third quarter of 2019.  For more information regarding this accrual, please refer to the earlier discussion of Commitments and Contingent Liabilities in Note 11 of the Notes to Consolidated Financial Statements.

Net income for the first nine months of 2019 was $5.3 million, a 22.5% decrease compared to the $6.8 million reported for the nine months ended September 30, 2018.  Net income per diluted share was $1.96 for the nine months ended September 30, 2019 compared to $2.52 per diluted share for the same quarter in the prior year, as adjusted to reflect the 5% Stock Dividend.  The decrease in net income for the first nine months of 2019, when compared to the same period of 2018, was driven by a $778 thousand increase in salaries and employee benefits, a $676 thousand decrease in net interest income, a $556 thousand decrease in royalty income, and a $460 thousand loss accrual included in other noninterest expense, as noted above, offset by a $390 positive fluctuation in the provision for (recovery of) loan losses and $354 thousand increase in earnings from the proceeds of bank owned life insurance.  The loss accrual had the impact of reducing net income by $363 thousand and earnings per share, diluted and adjusted for the 5% Stock Dividend, by $0.14, for the first nine months of 2019.

Net interest income

Net interest income (FTE) for the three months ended September 30, 2019 was $5.5 million, a 5.5% decrease compared to net interest income of $5.8 million for the three months ended September 30, 2018.  Net interest income was negatively impacted by the decrease in average gross loan balances of $16.2 million, which reduced interest income by $189 thousand, as well as the effect of higher rates paid on deposit accounts, increasing interest expense by $354 thousand. The lower volume of the Company’s borrowing, reduced from an average of $38.7 million in the third quarter of 2018 to zero in the third quarter of 2019 positively impacted net interest income by $159 thousand on a period over period comparison.

39


 

Net interest income (FTE) for the first nine months of 2019 was $16.6 million, a 4.0% decrease compared to net interest income of $17.2 million for the first nine months of 2018.  Net interest income was negatively impacted by the effect of higher rates paid on deposit balances, increasing interest expense by $1.3 million, offset by the effect of higher rates earned on loans, which positively impacted net interest income by $537 thousand.  The lower volume of the Company’s borrowing positively impacted net interest income by $288 thousand for the third quarter of 2019 as compared to the third quarter of 2018.

Net interest margin (FTE) is the ratio of net interest income (FTE) to average earning assets for the period. The level of interest rates, together with the volume and mix of earning assets and interest-bearing liabilities, impact net interest income (FTE) and net interest margin (FTE). The net interest margin (FTE) of 3.54% for the three months ended September 30, 2019 was twenty-six basis points lower than the 3.80% for the three months ended September 30, 2018.  The net interest margin (FTE) of 3.66% for the nine months ended September 30, 2019 was fifteen basis points lower than the 3.81% for the nine months ended September 30, 2018.  Refer to the Reconcilement of Non-GAAP Measures table within the Non-GAAP presentations section for a reconcilement of GAAP to non-GAAP net interest margin.

Total interest income (FTE) for the three months ended September 30, 2019 was $67 thousand lower than the same period in the prior year.  The decrease in average gross loans balances was the major contributor to the decreased interest income.  This shift resulted in an earning asset yield, as computed on a tax-equivalent basis, of 4.25% on average earning asset balances of $616.3 million for the three months ended September 30, 2019.  The earning asset yield, as computed on a tax-equivalent basis, was 4.35% on average earning asset balances of $607.7 million for the three months ended September 30, 2018.

Total interest income (FTE) for the nine months ended September 30, 2019 was $432 thousand higher than the same period in the prior year.  The increased yield on loans was the major contributor to the increased interest income.  This shift resulted in an earning asset yield, as computed on a tax-equivalent basis, of 4.34% on average earning asset balances of $605.4 million for the nine months ended September 30, 2019.  The earning asset yield, as computed on a tax-equivalent basis, was 4.24% on average earning asset balances of $605.8 million for the nine months ended September 30, 2018.

Interest expense increased $257 thousand for the three months ended September 30, 2019 compared to the same period in the prior year.  Interest expense increased $1.1 million for the nine months ended September 30, 2019 compared to the same period in the prior year. The primary reason for the increase in interest expense is the increased rates paid on deposits to be competitive in the market.  The rate paid on interest-bearing deposits averaged 106 basis points in the three months ended September 30, 2019, compared to 75 basis points for the three months ended September 30, 2018. The rate paid on interest-bearing deposits averaged 101 basis points for the nine months ended September 30, 2019, compared to 59 basis points for the nine months ended September 30, 2018.  Average balances of interest-bearing deposits also increased, from $363.2 million in the three months ended September 30, 2018 to $414.5 million in the three months ended September 30, 2019 and from $362.9 million for the nine months ended September 30, 2018 to $397.3 million for the nine months ended September 30, 2019.  Average balances of borrowed funds decreased from $38.7 million in the three months ended September 30, 2018 to zero in the three months ended September 30, 2019, and decreased from $38.2 million for the nine months ended September 30, 2018 to $4.6 million for the nine months ended September 30, 2019, causing a decrease in interest expense on borrowed funds over both periods.  A table showing the mix of no cost and low cost deposit accounts is shown under “Financial Condition - Deposits” earlier in this report.  

The following tables detail the average balance sheet, including an analysis of net interest income (FTE) for earning assets and interest bearing liabilities, for the three and nine months ended September 30, 2019 and 2018.  These tables also include a rate/volume analysis for these same periods (dollars in thousands).

40


 

Consolidated Average Balance Sheet and Analysis of Net Interest Income

 

 

 

For the three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2019

 

 

September 30, 2018

 

 

Change in Interest Income/ Expense

 

 

 

Average

 

 

Interest

 

 

Average

 

 

Average

 

 

Interest

 

 

Average

 

 

Change Due to : 4

 

 

Total

 

 

 

Balance

 

 

Income

 

 

Yield/Cost

 

 

Balance

 

 

Income

 

 

Yield/Cost

 

 

Volume

 

 

Rate

 

 

Increase/

 

(dollars in thousands)

 

 

 

 

 

Expense

 

 

 

 

 

 

 

 

 

 

Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Decrease)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Earning Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable Securities

 

$

58,210

 

 

$

320

 

 

 

2.20

%

 

$

52,765

 

 

$

308

 

 

 

2.33

%

 

$

31

 

 

$

(19

)

 

$

12

 

Tax Exempt Securities 1

 

 

9,505

 

 

 

81

 

 

 

3.41

%

 

 

13,195

 

 

 

108

 

 

 

3.27

%

 

 

(31

)

 

 

4

 

 

 

(27

)

Total Securities 1

 

 

67,715

 

 

 

401

 

 

 

2.37

%

 

 

65,960

 

 

 

416

 

 

 

2.52

%

 

 

 

 

 

(15

)

 

 

(15

)

Total Loans

 

 

516,637

 

 

 

6,021

 

 

 

4.62

%

 

 

532,876

 

 

 

6,201

 

 

 

4.62

%

 

 

(189

)

 

 

9

 

 

 

(180

)

Fed Funds Sold

 

 

31,956

 

 

 

174

 

 

 

2.16

%

 

 

8,904

 

 

 

46

 

 

 

2.05

%

 

 

125

 

 

 

3

 

 

 

128

 

Total Earning Assets

 

 

616,308

 

 

 

6,596

 

 

 

4.25

%

 

 

607,740

 

 

 

6,663

 

 

 

4.35

%

 

 

(64

)

 

 

(3

)

 

 

(67

)

Less: Allowance for Loan Losses

 

 

(4,827

)

 

 

 

 

 

 

 

 

 

 

(4,702

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Non-Earning Assets

 

 

43,604

 

 

 

 

 

 

 

 

 

 

 

37,983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

655,085

 

 

 

 

 

 

 

 

 

 

$

641,021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Bearing Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Checking

 

$

107,179

 

 

$

57

 

 

 

0.21

%

 

$

85,754

 

 

$

14

 

 

 

0.06

%

 

$

4

 

 

$

39

 

 

$

43

 

Money Market and Savings Deposits

 

 

185,019

 

 

 

474

 

 

 

1.02

%

 

 

154,231

 

 

 

263

 

 

 

0.68

%

 

 

60

 

 

 

151

 

 

 

211

 

Time Deposits

 

 

122,274

 

 

 

574

 

 

 

1.86

%

 

 

123,213

 

 

 

413

 

 

 

1.33

%

 

 

(3

)

 

 

164

 

 

 

161

 

Total Interest-Bearing Deposits

 

 

414,472

 

 

 

1,105

 

 

 

1.06

%

 

 

363,198

 

 

 

690

 

 

 

0.75

%

 

 

61

 

 

 

354

 

 

 

415

 

Repurchase agreements and other borrowed funds

 

 

 

 

 

 

 

 

0.00

%

 

 

38,698

 

 

 

158

 

 

 

1.62

%

 

 

(79

)

 

 

(79

)

 

 

(158

)

Total Interest-Bearing Liabilities

 

 

414,472

 

 

 

1,105

 

 

 

1.06

%

 

 

401,896

 

 

 

848

 

 

 

0.84

%

 

 

(18

)

 

 

275

 

 

 

257

 

Non-Interest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

160,491

 

 

 

 

 

 

 

 

 

 

 

169,720

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

4,574

 

 

 

 

 

 

 

 

 

 

 

243

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

579,537

 

 

 

 

 

 

 

 

 

 

 

571,859

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' Equity

 

 

75,548

 

 

 

 

 

 

 

 

 

 

 

69,162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities & Shareholders' Equity

 

$

655,085

 

 

 

 

 

 

 

 

 

 

$

641,021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income (FTE)

 

 

 

 

 

$

5,491

 

 

 

 

 

 

 

 

 

 

$

5,815

 

 

 

 

 

 

$

(46

)

 

$

(278

)

 

$

(324

)

Interest Rate Spread 2

 

 

 

 

 

 

 

 

 

 

3.19

%

 

 

 

 

 

 

 

 

 

 

3.51

%

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense as a Percentage of Average Earning Assets

 

 

 

 

 

 

 

 

 

 

0.71

%

 

 

 

 

 

 

 

 

 

 

0.55

%

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Margin (FTE) 3

 

 

 

 

 

 

 

 

 

 

3.54

%

 

 

 

 

 

 

 

 

 

 

3.80

%

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Tax-exempt income for investment securities has been adjusted to a fully tax-equivalent basis (FTE), using a Federal income tax rate of 21%. Refer to the Reconcilement of Non-GAAP Measured table within the Non-GAAP Presentations earlier in this section.

(2)

Interest spread is the average yield earned on earning assets less the average rate paid on interest-bearing liabilities.

(3)

Net interest margin (FTE) is net interest income expressed as a percentage of average earning assets.

(4)

The impact on the net interest income (FTE) resulting from changes in average balances and average rates is shown for the period indicated. The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

41


 

Consolidated Average Balance Sheet and Analysis of Net Interest Income

 

 

 

For the nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2019

 

 

September 30, 2018

 

 

Change in Interest Income/ Expense

 

 

 

Average

 

 

Interest

 

 

Average

 

 

Average

 

 

Interest

 

 

Average

 

 

Change Due to : 4

 

 

Total

 

 

 

Balance

 

 

Income

 

 

Yield/Cost

 

 

Balance

 

 

Income

 

 

Yield/Cost

 

 

Volume

 

 

Rate

 

 

Increase/

 

(dollars in thousands)

 

 

 

 

 

Expense

 

 

 

 

 

 

 

 

 

 

Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Decrease)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Earning Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable Securities

 

$

52,798

 

 

$

874

 

 

 

2.21

%

 

$

53,890

 

 

$

917

 

 

 

2.27

%

 

$

(18

)

 

$

(25

)

 

$

(43

)

Tax Exempt Securities (1)

 

 

11,705

 

 

 

280

 

 

 

3.19

%

 

 

13,253

 

 

 

325

 

 

 

3.27

%

 

 

(37

)

 

 

(8

)

 

 

(45

)

Total Securities (1)

 

 

64,503

 

 

 

1,154

 

 

 

2.39

%

 

 

67,143

 

 

 

1,242

 

 

 

2.47

%

 

 

(55

)

 

 

(33

)

 

 

(88

)

Total Loans

 

 

524,723

 

 

 

18,223

 

 

 

4.64

%

 

 

529,556

 

 

 

17,850

 

 

 

4.51

%

 

 

(164

)

 

 

537

 

 

 

373

 

Fed Funds Sold

 

 

16,124

 

 

 

267

 

 

 

2.21

%

 

 

9,142

 

 

 

120

 

 

 

1.75

%

 

 

110

 

 

 

37

 

 

 

147

 

Total Earning Assets

 

 

605,350

 

 

 

19,644

 

 

 

4.34

%

 

 

605,841

 

 

 

19,212

 

 

 

4.24

%

 

 

(109

)

 

 

541

 

 

 

432

 

Less: Allowance for Loan Losses

 

 

(4,892

)

 

 

 

 

 

 

 

 

 

 

(4,247

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Non-Earning Assets

 

 

42,602

 

 

 

 

 

 

 

 

 

 

 

37,912

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

643,060

 

 

 

 

 

 

 

 

 

 

$

639,506

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Bearing Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Checking

 

$

103,708

 

 

$

153

 

 

 

0.20

%

 

$

90,781

 

 

$

37

 

 

 

0.05

%

 

$

6

 

 

$

110

 

 

$

116

 

Money Market and Savings Deposits

 

 

171,971

 

 

 

1,222

 

 

 

0.95

%

 

 

155,548

 

 

 

736

 

 

 

0.63

%

 

 

84

 

 

 

402

 

 

 

486

 

Time Deposits

 

 

121,646

 

 

 

1,620

 

 

 

1.78

%

 

 

116,573

 

 

 

815

 

 

 

0.93

%

 

 

37

 

 

 

768

 

 

 

805

 

Total Interest-Bearing Deposits

 

 

397,325

 

 

 

2,995

 

 

 

1.01

%

 

 

362,902

 

 

 

1,588

 

 

 

0.59

%

 

 

127

 

 

 

1,280

 

 

 

1,407

 

Repurchase agreements and other borrowed funds

 

 

4,580

 

 

 

88

 

 

 

2.57

%

 

 

38,249

 

 

 

376

 

 

 

1.31

%

 

 

(483

)

 

 

195

 

 

 

(288

)

Total Interest-Bearing Liabilities

 

 

401,905

 

 

 

3,083

 

 

 

1.03

%

 

 

401,151

 

 

 

1,964

 

 

 

0.65

%

 

 

(356

)

 

 

1,475

 

 

 

1,119

 

Non-Interest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

164,093

 

 

 

 

 

 

 

 

 

 

 

170,135

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

3,443

 

 

 

 

 

 

 

 

 

 

 

413

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

569,441

 

 

 

 

 

 

 

 

 

 

 

571,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' Equity

 

 

73,619

 

 

 

 

 

 

 

 

 

 

 

67,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities & Shareholders' Equity

 

$

643,060

 

 

 

 

 

 

 

 

 

 

$

639,506

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income (FTE)

 

 

 

 

 

$

16,561

 

 

 

 

 

 

 

 

 

 

$

17,248

 

 

 

 

 

 

$

247

 

 

$

(934

)

 

$

(687

)

Interest Rate Spread (2)

 

 

 

 

 

 

 

 

 

 

3.31

%

 

 

 

 

 

 

 

 

 

 

3.59

%

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense as a Percentage of Average Earning Assets

 

 

 

 

 

 

 

 

 

 

0.68

%

 

 

 

 

 

 

 

 

 

 

0.43

%

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Margin (FTE) 3

 

 

 

 

 

 

 

 

 

 

3.66

%

 

 

 

 

 

 

 

 

 

 

3.81

%

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Tax-exempt income for investment securities has been adjusted to a fully tax-equivalent basis (FTE), using a Federal income tax rate of 21%. Refer to the Reconcilement of Non-GAAP Measured table within the Non-GAAP Presentations earlier in this section.

(2)

Interest spread is the average yield earned on earning assets less the average rate paid on interest-bearing liabilities.

(3)

Net interest margin (FTE) is net interest income expressed as a percentage of average earning assets.

(4)

The impact on the net interest income (FTE) resulting from changes in average balances and average rates is shown for the period indicated. The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

42


 

Provision for loan losses

A recovery of loan losses of $120 thousand was recognized in the third quarter of 2019 due primarily to the recapture of a portion of the loan loss provision previously allocated to a shared national credit that was sold during the quarter, the lower level of delinquencies within the student loan portfolio, along with the decreased balances in the organic loan portfolio.  A provision of $285 thousand was recognized in the third quarter of 2018.  A provision for loan losses of $500 thousand was recorded in the first nine months of 2019, compared to $890 thousand recorded for the first nine months of 2018.  The allowance for loan losses as a percentage of total loans at September 30, 2019 was 0.76%, compared to 0.91% as of December 31, 2018 and 0.89% as of September 30, 2018.  Further discussion of management’s assessment of the allowance for loan losses is provided earlier in the report and in Note 4 – Allowance for Loan Losses, found in the Notes to the Consolidated Financial Statements.  In management’s opinion, the allowance was adequately provided for at September 30, 2019.  

Noninterest income

The components of noninterest income for the three months ended September 30, 2019 and 2018 are shown below (dollars in thousands):

 

 

 

For the three months ended

 

 

Variance

 

 

 

September 30, 2019

 

 

September 30, 2018

 

 

$

 

 

%

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trust income

 

$

377

 

 

$

409

 

 

$

(32

)

 

 

-7.8

%

Advisory and brokerage income

 

 

159

 

 

 

144

 

 

 

15

 

 

 

10.4

%

Royalty income

 

 

5

 

 

 

17

 

 

 

(12

)

 

 

-70.6

%

Deposit account fees

 

 

192

 

 

 

210

 

 

 

(18

)

 

 

-8.6

%

Debit/credit card and ATM fees

 

 

191

 

 

 

176

 

 

 

15

 

 

 

8.5

%

Earnings/increase in value of bank owned life insurance

 

 

111

 

 

 

113

 

 

 

(2

)

 

 

-1.8

%

Fees on mortgage sales

 

 

43

 

 

 

73

 

 

 

(30

)

 

 

-41.1

%

Gains on sales of securities

 

 

7

 

 

 

-

 

 

 

7

 

 

N/A

 

Loan swap fee income

 

 

116

 

 

 

-

 

 

 

116

 

 

N/A

 

Other

 

 

126

 

 

 

128

 

 

 

(2

)

 

 

-1.6

%

Total noninterest income

 

$

1,327

 

 

$

1,270

 

 

$

57

 

 

 

4.5

%

 

Noninterest income for the quarter ended September 30, 2019 of $1.3 million was $57 thousand or 4.5% higher than the amount recorded for the quarter ended September 30, 2018.  This increase was largely due to the collection of loan swap income during the current quarter of $116 thousand.  

43


 

The components of noninterest income for the nine months ended September 30, 2019 and 2018 are shown below (dollars in thousands):

 

 

 

For the nine months ended

 

 

Variance

 

 

 

September 30, 2019

 

 

September 30, 2018

 

 

$

 

 

%

 

Non interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trust income

 

$

1,126

 

 

$

1,250

 

 

$

(124

)

 

 

-9.9

%

Advisory and brokerage income

 

 

451

 

 

 

426

 

 

 

25

 

 

 

5.9

%

Royalty income

 

 

13

 

 

 

569

 

 

 

(556

)

 

 

-97.7

%

Deposit account fees

 

 

565

 

 

 

693

 

 

 

(128

)

 

 

-18.5

%

Debit/credit card and ATM fees

 

 

537

 

 

 

567

 

 

 

(30

)

 

 

-5.3

%

Earnings/increase in value of bank owned life insurance

 

 

687

 

 

 

333

 

 

 

354

 

 

 

106.3

%

Fees on mortgage sales

 

 

129

 

 

 

155

 

 

 

(26

)

 

 

-16.8

%

Gains on sales of securities

 

 

71

 

 

 

-

 

 

 

71

 

 

N/A

 

Losses on sales of assets

 

 

-

 

 

 

(33

)

 

 

33

 

 

N/A

 

Loan swap fee income

 

 

151

 

 

 

-

 

 

 

151

 

 

N/A

 

Other

 

 

356

 

 

 

331

 

 

 

25

 

 

 

7.6

%

Total noninterest income

 

$

4,086

 

 

$

4,291

 

 

$

(205

)

 

 

-4.8

%

 

Noninterest income for the nine months ended September 30, 2019 of $4.1 million was $205 thousand or 4.8% lower than the amount recorded for the nine months ended September 30, 2018.  This decrease was predominantly due to the lack of performance fee royalty income in the first quarter of 2019, compared to $518 thousand in the first quarter of 2018.  Royalty income is collected periodically from SRCM Holdings, LLC, as described in Note 1 – Summary of Significant Accounting Policies, found in the Notes to the Consolidated Financial Statements within the Company’s Form 10-K for the year ended December 31, 2018.  The decrease was offset by the increased earnings from bank owned life insurance of $354 thousand and increased loan swap fee income of $151 thousand.

Noninterest expense

The components of noninterest expense for the three months ended September 30, 2019 and 2018 are shown below (dollars in thousands):

 

 

 

For the three months ended

 

 

Variance

 

 

 

September 30, 2019

 

 

September 30, 2018

 

 

$

 

 

%

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$

2,268

 

 

$

2,049

 

 

$

219

 

 

 

10.7

%

Net occupancy

 

 

450

 

 

 

458

 

 

 

(8

)

 

 

-1.7

%

Equipment

 

 

85

 

 

 

128

 

 

 

(43

)

 

 

-33.6

%

ATM, debit and credit card

 

 

51

 

 

 

48

 

 

 

3

 

 

 

6.3

%

Bank franchise tax

 

 

151

 

 

 

126

 

 

 

25

 

 

 

19.8

%

Computer software

 

 

144

 

 

 

108

 

 

 

36

 

 

 

33.3

%

Data processing

 

 

341

 

 

 

281

 

 

 

60

 

 

 

21.4

%

FDIC deposit insurance assessment

 

 

6

 

 

 

44

 

 

 

(38

)

 

 

-86.4

%

Loan expenses

 

 

67

 

 

 

72

 

 

 

(5

)

 

 

-6.9

%

Marketing, advertising and promotion

 

 

203

 

 

 

170

 

 

 

33

 

 

 

19.4

%

Professional fees

 

 

213

 

 

 

227

 

 

 

(14

)

 

 

-6.2

%

Settlement of claims

 

 

160

 

 

 

-

 

 

 

160

 

 

N/A

 

Other

 

 

422

 

 

 

378

 

 

 

44

 

 

 

11.6

%

Total noninterest expense

 

$

4,561

 

 

$

4,089

 

 

$

472

 

 

 

11.5

%

 

Noninterest expense for the third quarter of 2019 of $4.6 million was $472 thousand higher than the third quarter of 2018.  Salaries and employee benefits increased $219 thousand due to increased staffing for our new Richmond market and cyber and network security professionals, as well as the quarterly expense of stock grants for executive management

44


 

issued in February 2019. The Company incurred an expense of $160 thousand in the third quarter of 2019, related to settlement of pending and threatened litigation.  For more information regarding this accrual, please refer to the earlier discussion of Commitments and Contingent Liabilities in Note 11 of the Notes to Consolidated Financial Statements.  FDIC deposit insurance assessment expense decreased as a result of the Deposit Insurance Fund restoration plan, which   provides automatic small bank credits to reduce small banks’ regular deposit insurance assessments up to the full amount of their assessments or the full amount of their credits, whichever is less. The reserve ratio reached the required limits effective June 30, 2019.  Management continues to evaluate expenses for potential containments and reductions that would have a positive impact on net income on an ongoing basis.

The components of noninterest expense for the nine months ended September 30, 2019 and 2018 are shown below (dollars in thousands):

 

 

 

For the nine months ended

 

 

Variance

 

 

 

September 30, 2019

 

 

September 30, 2018

 

 

$

 

 

%

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$

6,800

 

 

$

6,022

 

 

$

778

 

 

 

12.9

%

Net occupancy

 

 

1,373

 

 

 

1,387

 

 

 

(14

)

 

 

-1.0

%

Equipment

 

 

316

 

 

 

374

 

 

 

(58

)

 

 

-15.5

%

ATM, debit and credit card

 

 

142

 

 

 

163

 

 

 

(21

)

 

 

-12.9

%

Bank franchise tax

 

 

455

 

 

 

375

 

 

 

80

 

 

 

21.3

%

Computer software

 

 

391

 

 

 

307

 

 

 

84

 

 

 

27.4

%

Data processing

 

 

987

 

 

 

828

 

 

 

159

 

 

 

19.2

%

FDIC deposit insurance assessment

 

 

36

 

 

 

154

 

 

 

(118

)

 

 

-76.6

%

Loan expenses

 

 

208

 

 

 

228

 

 

 

(20

)

 

 

-8.8

%

Marketing, advertising and promotion

 

 

592

 

 

 

520

 

 

 

72

 

 

 

13.8

%

Professional fees

 

 

620

 

 

 

654

 

 

 

(34

)

 

 

-5.2

%

Settlement of claims

 

 

460

 

 

 

-

 

 

 

460

 

 

N/A

 

Other

 

 

1,277

 

 

 

1,121

 

 

 

156

 

 

 

13.9

%

Total noninterest expense

 

$

13,657

 

 

$

12,133

 

 

$

1,524

 

 

 

12.6

%

 

Noninterest expense for the first nine months of 2019 of $13.7 million was $1.5 million higher than the first nine months of 2018.  Salaries and employee benefits increased $778 thousand due to increased staffing for our new Richmond market and cyber and network security professionals, as well as the expense of stock grants for executive management issued in February 2019.  The Company incurred an expense of $460 thousand in the first nine months of 2019, related to settlement of pending and threatened litigation. FDIC deposit insurance assessment expense decreased $118 thousand from the nine months ended September 30, 2018 to the nine months ended September 30, 2019 for the reason as noted above.

 

The efficiency ratio (FTE) of 66.9% for the third quarter of 2019 was less favorable than the 57.7% for the same quarter of 2018, due to the increase in noninterest expense. Noninterest expense will continue to increase as the Company positions itself for growth and enters into new markets.  Refer to the Reconcilement of Non-GAAP Measures table within the Non-GAAP presentations section for a reconcilement of GAAP to non-GAAP efficiency ratio.

Provision for Income Taxes

The Company benefited from the Tax Cuts and Jobs Act (“Tax Act”) enacted on December 22, 2017, which permanently lowered the corporate income tax rate to 21% effective January 1, 2018, amongst other significant changes to the U.S. tax law.  For the three months ended September 30, 2019 and September 30, 2018, the Company provided $463 thousand and $527 thousand for Federal income taxes, respectively, resulting in an effective income tax rate of 19.6% for each period. For the nine months ended September 30, 2019 and September 30, 2018, the Company provided $1.2 million and $1.7 million for Federal income taxes, respectively, resulting in an effective income tax rate of 18.3% and 19.6%, respectively. The effective income tax rates differed from the U.S. statutory rate of 21% primarily due to the effect of tax-exempt income from life insurance policies and municipal bonds.

45


 

OTHER SIGNIFICANT EVENTS

None

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required

ITEM 4.  CONTROLS AND PROCEDURES

The Company maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating its disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this quarterly report on Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective at the reasonable assurance level. There was no change in the internal control over financial reporting that occurred during the quarter ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None

ITEM 1A.  RISK FACTORS.

Not required

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.  MINE SAFETY DISCLOSURES.

Not applicable

ITEM 5.  OTHER INFORMATION.

(a)

Required 8-K disclosures.

None

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(b)

Changes in procedures for director nominations by security holders.

None

ITEM 6.  EXHIBITS.

 

Exhibit

Number

 

Description of Exhibit

  2.0

 

Reorganization Agreement and Plan of Share Exchange, dated as of March 6, 2013, between Virginia National Bank and Virginia National Bankshares Corporation (incorporated by reference to Virginia National Bankshares Corporation’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 18, 2013).

 

 

 

  3.1

 

Articles of Incorporation of Virginia National Bankshares Corporation, as amended and restated (incorporated by reference to Virginia National Bankshares Corporation’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 18, 2013).

 

 

 

  3.2

 

Bylaws of Virginia National Bankshares Corporation (incorporated by reference to Virginia National Bankshares Corporation’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 18, 2013).

 

 

 

31.1

 

302 Certification of Principal Executive Officer

 

 

 

31.2

 

302 Certification of Principal Financial Officer

 

 

 

32.1

 

906 Certification

 

 

 

101.0

 

Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018, (ii) the Consolidated Statements of Income for the three and nine months ended September 30, 2019 and September 30, 2018, (iii) the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2019 and September 30, 2018, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the quarterly periods within 2019 and 2018, (v) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and September 30, 2018 and (vi) the Notes to the Consolidated Financial Statements (furnished herewith).  

 

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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.

 

VIRGINIA NATIONAL BANKSHARES CORPORATION

(Registrant)

 

 

 

By:

 

/s/ Glenn W. Rust

 

 

Glenn W. Rust

 

 

President and Chief Executive Officer

 

 

 

Date:

 

November 8, 2019

 

 

 

By:

 

/s/ Tara Y. Harrison

 

 

Tara Y. Harrison

 

 

Executive Vice President and Chief Financial Officer

 

 

 

Date:

 

November 8, 2019

 

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